CHAPTER ONE GENERAL PROVISIONS CHAPTER TWO JURISDICTION OF REGISTRATION CHAPTER THREE ITEMS FOR REGISTRATION CHAPTER FOUR REGISTRATION OF ESTABLISHMENT CHAPTER FIVE ALTERATION REGISTRATION CHAPTER SIX CANCELLATION REGISTRATION CHAPTER SEVEN REGISTRATION OF BRANCH COMPANIES CHAPTER EIGHT PROCEDURES OF REGISTRATION CHAPTER NINE ANNUAL CHECKING CHAPTER TEN MANAGEMENT OF LICENSES AND ARCHIVES CHAPTER ELEVEN LEGAL RESPONSIBILITY CHAPTER TWELVE SUPPLEMENTARY PROVISIONS

Article 1 This set of regulations has been formulated in pursuant to the Company Law of the People's Republic of China (hereinafter referred to as "company law") in order to confirm the capacity of companies as legal entitles and standardize the behaviour of company registration.

Article 2 Limited liability companies and joint stock limited companies (hereinafter referred to as "companies") shall go through company registration procedures in their establishment, alteration or termination.

Article 3 Only after the registration is approved by a company registration organ and the acquirement of a "Business License of Legal Entity", a company can acquire the capacity as a legal entity.

A company established after this set or regulations becoming effective shall not engage in any business activities in the name of the company unless its registration has been approved by company registration organ.

Article 4 Administrations for industry and commerce are the company registration organs.

The company registration organs at a lower level shall work under the leadership of company registration organs at a higher level.

Company registration organs shall perform their duties according to law, free from any unlawful interference.

Article 5 The State Administration for Industry and Commerce shall administer the work of company registration in the whole country.

CHAPTER TWO JURISDICTION OF REGISTRATION

Article 6 The State Administration for Industry and Commerce is responsible for the registration of the following companies:

1. Joint stock companies approved by departments authorized by the State Council;

2. Companies set up with investment authorized by the State Council;

3. Limited liability companies established solely or jointly by investment organizations authorized by the State Council;

4. Limited liability companies established by foreign investors;

5. Other companies that should be registered with the State Administration for Industry and Commerce according to the provisions of relevant laws and regulations or according to the regulations promulgated by the State Council.

Article 7 Administrations for industry and commerce of provinces, autonomous regions or centrally administered municipalities are responsible for the registration of the following types of companies within their jurisdiction:

1. Joint stock limited companies established with the approval of the people's governments of provinces, autonomous regions and centrally administered municipalities;

2. Companies established with investment authorized by the people's governments of provinces, autonomous regions and centrally administered municipalities;

3. Limited liability companies established jointly by investment organizations or departments authorized by the State Council in cooperation with other investors;

4. Limited liability companies established solely or jointly by investment or investment organizations or departments authorized by the people's governments of provinces, autonomous regions or centrally administered municipalities; and

5. Companies whose registration is entrusted by the State Administration for Industry and Commerce.

Article 8 Administrations for industry and commerce of cities and counties are responsible for the registration of companies other than those listed in Article 6 and Article 7 within its jurisdiction. Their jurisdiction of registration shall be determined by administrations for industry and commerce of various provinces and autonomous regions.

CHAPTER THREE ITEMS FOR REGISTRATION

Article 9 Items for company registration include: name, residence, legal representative, registered capital, type of enterprise, business scope, term of operation and names of the shareholders of limited liability companies or names of promoters of joint stock limited companies.

Article 10 The items for company registration shall conform to the provisions of laws and administrative decrees. Company registration organs shall refuse to register companies whose items for registration do not conform to the provisions of laws and administrative decrees.

Article 11 The naming of a company shall conform to the relevant provision of the State. A company shall use one name only. The name of a company whose registration has been approved by a company registration organ shall be protected by law.

Article 12 The residence of a company is the seat of major office of the company. There must be only one residence registered with the company registration organ. The company residence should be within the jurisdiction of the company registration organ.

Article 13 The registered capital of a company shall be expressed in Renminbi, except otherwise provided by laws and administrative decrees.

CHAPTER FOUR REGISTRATION OF ESTABLISHMENT

Article 14 In establishing a company, an application shall be filed for the pre-approval of its name.

For companies whose establishment is subject to going through examination and approval procedures according to law or administrative decrees, or there are items within their scopes of business are subject to going through examination and approval procedures as required by laws or administrative decrees, an application shall be filed for the pre- approval of their names before they submit for examination and approval in the name of the companies approved by the company registration organs.

Article 15 In establishing a limited liability company, a representative designated by all the shareholders or an agent jointly entrusted shall file an application for the pre-approval of its name with the company registration organ. In establishing a joint in stock limited company, a representative designated by all the promoters or an agent jointly entrusted shall file an application for the pre-approval of its name with the company registration organ.

In applying for the pre-approval of company name, the following documents shall be submitted:

1. An application for the pre-approval of the name of the company signed by all the shareholders of a limited liability company or by all the promoters of a joint stock limited company;

2. The certificates for the capacities of the shareholders or promoters as legal entitles or their identification certificates as natural persons.

3. Other documents as required for submission by the company registration organ.

The company registration organ should make the decision of approval or refusal within ten days after the receipt of the above listed documents. After the company registration organ has decided to approve the registration, it shall give a "Notice of Pre-Approval of Company Names" to the company concerned.

Article 16 A reservation period of six months is given to the pre- approved company name, within such a period, the pre-approved name shall not be used for engaging in business operation or transferred.

Article 17 In establishing a limited liability company, a representative designated by all the shareholders or an agent jointly commissioned shall file an application for registration with the company registration organ. In establishing a company wholly owned by the State, the investment organization or department authorized by the State Council shall act as an application and file an application for registration. For limited liability companies which are stipulated by laws or administrative decrees to be subject to examination and approval procedures, an application shall be filed for establishment registration within 90 days starting from the date of approval. If the application for establishment registration is filed after the period expires, the applicant shall report to the examination and approval organ for confirmation of the validity of the document of approval or submit for approval separately.

In applying for the establishment of a limited liability company, the following documents shall be submitted to the company registration organ:

1. An application form for the establishment of the company signed by the chairman of the board of directors;

2. The certificate of the representative designated by all the shareholders or an agent jointly entrusted;

3. The articles of association; 4. The certificate of verification of investment produced by an investment verification organization with statutory qualifications;

5. The certificates of the capacities of shareholders as legal persons or certificates of identification of the agent jointly commissioned;

6. The documents specifying the name and residences of the board of directors, supervisors and managers and the certificates for their commission, election or appointment;

7. The document of appointment and certificate of identification of the legal representative of the company;

8. The notice of pre-approval of its name; and

9. The certificate of the residence of the company.

In cases where the establishment of a limited liability company is subject to examination and approval procedures as required by laws or administrative decrees, the document of approval shall be submitted.

Article 18 In establishing a limited joint stock company, the board of directors shall apply for registration with the company registration organ within 30 days after the end of the inauguration of the board of directors.

In establishing a joint stock limited company, the following documents shall be submitted to the company registration organ:

1 An application form for the establishment of the company signed by the chairman of the board of directors;

2. The document of approval issued by the department authorized by the State Council or the people's governments of provinces, autonomous regions or centrally administered municipalities and the document of approval issued by the securities management department of the State Council in the case of a stock limited company established by floating their shares;

3. Minutes of the founding meeting;

4. The articles of association;

5. The financial auditing report on the preparation for the establishment of the company;

6. The certificate of investment verification produced by an investment verification organization with the statutory qualifications;

7. The certificates of the capacities of promoters as legal persons or certificates of identification as natural persons;

8. The documents specifying names and residences of the board of directors, supervisors and managers and the certificates for their commission, election or appointment;

9. The document of appointment and certificate of identification of the legal representative of the company;

10. The notice of pre-approval of its name; and

11. The certificate of the residence of the company.

Article 19 If there are items within its scope of business for which examination and approval are required by the laws or administrative decrees, the items shall be submitted for examination and approval to the relevant departments of the State before applying for registration and the document of approval shall be submitted to the company registration organ.

Article 20 If there are provisions in the article of association that violate the laws or administrative decrees, the company registration organ has the right to demand correction.

Article 21 The certificate of residence refers to the document that can certify the right of the company to use the residence.

Article 22 A company is declared established after the company registration organ has approved the registration of establishment and issued the "business license of legal entity". The company shall have its seal made, open a bank account and apply for the registration of tax payment by producing the business license of legal entity issued by the company registration organ.