The English version is for reference only. If there is any inconsistency or conflict between the English and Chinese version, the Chinese version shall prevail.

I. Operation Basis

Company Law of the People’s Republic of China, Regulations of the People’s Republic of China on the Administration of Company Registration, Law of the People’s Republic of China on Chinese-Foreign Joint Ventures, Rules on the Implementation of the Law of the People’s Republic of China on Chinese-Foreign Joint Ventures, Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures, Detailed Rules on the Implementation of the Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures, Law of the People’s Republic of China on Foreign Capital Enterprises, and Detailed Rules on Implementation of the Law of the People’s Republic of China on Foreign Capital Enterprises

II. Scope of Application

Registration of establishment of foreign invested companies

III. Required Materials

1. Application for Registration of Establishment of Foreign Invested Companies (original) signed by the Legal Representative to be appointed

2. Approval documents of the examination and approval authority (original)

Ø   If it is handled through the “One-off Acceptance” procedures, it is not required to submit it.

Ø    The applicant shall, within 90 days from receipt of the approval documents, handle the registration formalities at the registration authority; however, if a company is established by means of Chinese-foreign cooperation, foreign joint venture and wholly foreign invested company, the applicant shall, within 30 days from receipt of the approval or filing documents, handle the registration formalities at the registration authority; if the company is a limited company established withpublicshares, it is required to submit the originals of the approval documents or valid photocopies of the securities supervision and management agency under the State Council

Ø     If the enterprises filed at the commercial authority submit application materials through the general procedures, it is required to complete the filing before receiving the Business License.

3. AoA(original)

Ø     TheAoA shall be the original as signed or stamped by the Legal Representative or his/her authorized person. If the investor is a natural person, it shall be signed by such natural person.

Ø    The AoA submitted shall be consistent with that as approved by the examination and approval department

4. Notice of Pre-approval of Name (original)

Ø      The Notice of Pre-approval of Name shall be within the effective term, and its contents shall be consistent with relevant items applied by the company to be established.

5. Certificate of principal qualification of the investor or the certificate of the natural person’s identity

Ø      The Chinese investor shall submit the Business License affixing the seal/registration certificate of the legal person of an institution/registration certificate of the legal person of a public organization/photocopy of the certificate of the private non-corporate unit as the certificate of the principal qualification; the certificate of the principal qualification of a foreign investor or its identity certificate shall be notarized by a local notarization agency and certified by the Chinese embassy/consulate in such country. If there are no diplomatic relations between the local country and China, it shall be notarized by the embassy/consulate of any third country (having diplomatic relations with China) in such country and then certified by the Chinese embassy/consulate in such third country. The documents as issued by the overseas possessions of some countries shall handle the notarization in such possessions and then certified by the foreign relations departments of such countries, and finally certified by the Chinese embassies/consulates in such countries. The certificates as submitted by enterprises from Hong Kong or Macao shall be notarized by a Chinese entrusted notary from Hong Kong or Macao, and reviewed, stamped and passed by the China Legal Service (H.K) Ltd. or China Legal Service (Macao) Ltd. For the certificate of an investor in Taiwan, it is required to legally submit the notarization documents as issued by a local notarization agency according to the agreements in place.

6. Appointment documents and identity certificates of the directors, supervisors and managers (photocopy)

Ø    The appointment of the directors, supervisors and managers shall comply with the provisions of the AoA

7. Appointment documents and identity certificates of the Legal Representative (photocopy)

Ø      The appointment of the Legal Representative shall comply with the provisions of the AoA

8. Capital verification certificate as issued by the capital verification agency legally (original)

Ø   Only applicable for limited companies paying all contributions in a lump sum by shares and financial, securities and insurance companies and funds management companies upon establishment, and other limited companies paying all or part of their registered capital upon establishment

9. If the initial contribution by the shareholder is non-monetary properties, it is required to submit the certificate of handling of the formalities for transfer of property right (original)

Ø   Only applicable for limited companies paying all contributions in a lump sum by shares and financial, securities and insurance companies and funds management companies upon establishment, and other limited companies paying all or part of their registered capital upon establishment

10. Certificate of use of office (photocopy)

Ø      For private real estate, the photocopy of the Real Estate Ownership Certificate shall be provided; for any leased house, the original of lease agreement and the photocopy of the Real Estate Ownership Certificate of the lessor shall be provided. If the photocopy of the Real Estate Ownership Certificate cannot be provided, the photocopy of the certificate of use of ownership evidencing the attribution of ownership shall be made available. If the lessor is a guesthouse or hotel, it is required to submit the photocopy of the Business License of the guesthouse or hotel

11. Minutes of the incorporation meeting (original)

Ø       Only applicable for the company limited by shares established by means of placement

12. Pre-approval documents or certificates

Ø       Copies of the approval documents or licenses or license certificates relating to pre-approval, which are applicable for foreign invested companies having such projects that must be reported for approval before registration as specified by the laws and administrative regulations or as decided by the State Council

13. Letter of authorization for service of legal documents (original)

Ø      To be signed by the foreign investor (authorizer) and domestic recipient (authorized person). Such letter of authorization shall clearly authorize the domestic authorized person to receive the legal documents on behalf, and state the address and contact address of the authorized person. The authorized person may be a branch as established by the foreign investor, a company to be established (if the authorized person is a company to be established, the authorization becomes effective after the company is established) or other relevant domestic unit or individual.

14. Other relevant documents

IV. Application Process

(I) “One-off” acceptance process

The foreign investor shall, with the pre-approval of the enterprise name from the administration for industry and commerce, log in “FTZ Investment Application Express” on “China Shanghai” portal website, or the portal website of the China (Shanghai) Pilot Free Trade Zone, to compare the proposed investment with the Special Administrative Measures for the Access of Foreign Investment in the China (Shanghai) Pilot Free Trade Zone (Negative List). If it is needed to establish a foreign invested enterprise outside the negative list of the pilot area, it is required to handle the filing formalities; if it is needed to establish a foreign invested enterprise in the negative list of the pilot area, it is required to handle the examination and approval formalities. The investor shall complete relevant forms online and then download, print and sign. The applicant shall, within the specified time limit, submit paper materials to the investment management service window of the general service hall of the FTZ to go through the “one-off” acceptance procedures, as required. If materials are complete and in conformity with the legal form, after completion of handling, receive the license at the designated window.

(II) General process

After handling the pre-approval of corporate name at the industrial and commercial authority, the investors may consult relevant guidance at the website of Shanghai Industry and Commerce Administration, i.e. www.sgs.gov.cn, and prepare relevant materials according to the applicable requirements, and submit the paper materials to the Investment Management Window of the Comprehensive Service Hall in the pilot area for the purpose of handling the acceptance formalities. If materials are complete and in conformity with the legal form, after completion of handling, receive the Business License at the designated window.

V. Application Location and Contact Information

General Service Hall, 1/F, 9 Jilong Road, Pudong New Area, Shanghai

Post Code: 200131

Contact Tel.: +86-21-58698202

VI. Complaint Mode

Mode of Complaint to the Management Committee of the China (Shanghai) Pilot Free Trade Zone

Tel.: +86-21-58697800

Fax: +86-21-58698705

E-mail: ftzts@pudong.gov.cn

Provided by Lawyers Working Committee of Pudong New Area