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.

(Adopted at the 4th Session of the Standing Committee of the Twelfth National People’s Congress on August 30, 2013)

To accelerate the transformation of government functions, innovate the modes of opening-up, and gain more experience in furthering reform and opening-up, as decided at the 4th Session of the Standing Committee of the Twelfth National People’s Congress, the State Council is hereby authorized to temporarily adjust the relevant administrative approval items prescribed in the , the , and the (catalogue attached below), applicable to foreign investments other than those subject to special administrative measures for access under the state's regulations, within the China (Shanghai) Pilot Free Trade Zone established on the basis of the Shanghai Waigaoqiao Free Trade Zone, the Shanghai Waigaoqiao Bonded Logistics Park, Yangshan Free Trade Port Area, and the Shanghai Pudong Airport Free Trade Zone.  The aforesaid administrative approval adjustments shall be implemented on a trial basis during three years. For those proving practicable, the relevant laws shall be amended or improved; and for those proving otherwise, the implementation of relevant legal provisions shall be resumed.

This Decision shall come into force on October 1, 2013.

Catalogue of Relevant Administrative Approval Items Prescribed in Laws Temporarily Adjusted in the China (Shanghai) Pilot Free Trade Zone by the State Council upon Authorization

S/N: 1

Name: Approval of establishment of foreign-invested enterprises

Legal Provisions: Article 6 of the Law of the People’s Republic of China on Foreign-Invested Enterprises provides that: “An application for establishing a foreign-invested enterprise shall be examined and approved by the foreign economic and trade department of the State Council or by an agency authorized by the State Council. The examination and approval authority shall, within 90 days of receipt of the application, decide whether or not to grant approval.

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 2

Name: Approval of a split, a merger, or any other important modification of foreign-invested enterprises.

Provisions: Article 10 of the Law of the People’s Republic of China on Foreign-Invested Enterprises provides that: “A foreign-invested enterprise which undergoes a split, a merger or any other important modification shall report it to the examination and approval authority for approval, and handle the modification registration formalities at the administrative department for industry and commerce upon approval.

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 3

Name: Approval of the duration of foreign-invested enterprises.

Legal Provisions: Article 20 of the Law of the People’s Republic of China on Foreign-Invested Enterprises provides that: “The duration of a foreign-invested enterprise’s operations shall be reported by the foreign investor to the examination and approval authority for approval. If the duration needs any extension upon expiration, an application shall be submitted to the examination and approval authority 180 days before expiration. The examination and approval authority shall, within 30 days of receipt of the application, decide whether or not to grant approval.

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 4

Name: Approval of establishment of Chinese-foreign equity joint ventures.

Legal Provisions: Article 3 of the Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures provides that: “The joint venture agreement, contracts, and bylaws signed by all parties to a joint venture shall be submitted to the foreign economic and trade department of the State (hereafter referred to as the “examination and approval authority”) for approval. The examination and approval authority shall, within three months, decide whether or not to grant approval. Upon approval, the joint venture shall register with the administrative department for industry and commerce of the State, and obtain a business license to start business operations.

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 5

Name: Approval of extension of the duration of Chinese-foreign equity joint ventures.

Legal Provisions: Article 13 of the Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures provides that: “The duration of a joint venture shall be agreed upon by all parties to the joint venture according to the industry and circumstances of the joint venture.” For joint ventures in certain industries, duration shall be agreed upon, but for joint ventures in other industries, duration is optional. If all parties to a joint venture with duration agree to extend the duration, the joint venture shall apply to the examination and approval authority for extension six months before the duration expires. The examination and approval authority shall decide whether or not to grant approval within one month of receipt of the application.

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 6

Name: Approval of dissolution of Chinese-foreign equity joint ventures

Legal Provisions: Article 14 of the Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures provides that: “In case of any serious losses suffered by a joint venture, any failure of a party to the joint venture to fulfill its obligations under contracts and bylaws, or any force majeure, among others, the contracts may be terminated by agreement among all parties to the joint venture after consultation and upon approval by the examination and approval authority and registration with the administrative department for industry and commerce of the state.” If any losses are caused by a breach of contract, the party in breach of contract shall assume the economic responsibility."

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 7

Name: Approval of establishment of Chinese-foreign contractual joint ventures

Legal Provisions: Article 5 of the Law of the People’s Republic of China on Chinese-Foreign Contractual Joint Ventures provides that: “To apply for establishment of a contractual joint venture, the applicant shall submit the agreement, contracts, and bylaws signed by the Chinese and foreign contracting parties and other documents to the foreign economic and trade department of the State Council or a department or the local government authorized by the State Council (hereinafter referred to as the “examination and approval authority”) for approval.” The examination and approval authority shall, within 45 days of receipt of the application, decide whether or not to grant approval.

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 8

Name: Approval of major modifications of agreements, contracts, and bylaws of Chinese-Foreign contractual joint ventures

Legal Provisions: Article 7 of the Law of the People’s Republic of China on Chinese-Foreign Contractual Joint Ventures provides that: “Where, during a joint venture, the Chinese and foreign contracting parties agree after consultation to make any major modification to the joint venture contract, it shall be reported to the examination and approval authority for approval; and if the modification involves any statutory industry and commerce registration items or tax registration items, the joint venture shall handle the modification registration formalities at the administrative department for industry and commerce and the tax authority.”

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 9

Name: Approval of assignment of rights and obligations under joint venture contracts by parties to Chinese-Foreign contractual joint ventures.

Legal Provisions: Article 10 of the Law of the People’s Republic of China on Chinese-Foreign Contractual Joint Ventures provides that: “Where a Chinese or foreign contracting party assigns all or part of its rights and obligations under the joint venture contract, the assignment must be subject to the consent of the other contracting parties and the approval of the examination and approval authority.”

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 10

Name: Approval of a Chinese-Foreign contractual joint venture’s entrustment of others with business management.

Legal Provisions: Paragraph 2 of Article 12 of the Law of the People’s Republic of China on Chinese-Foreign Contractual Joint Ventures provides that: “Where, after formation, a contractual joint venture entrusts a party other than the Chinese and foreign contracting parties with the business management of the joint venture, it must be subject to the unanimous consent of the board of directors or the joint management body and the approval of the examination and approval authority, and the joint venture shall handle the modification registration formalities at the administrative department for industry and commerce upon approval.”

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

S/N: 11

Name: Approval of extension of the duration of Chinese-foreign contractual joint ventures.

Legal Provisions: Article 24 of the Law of the People’s Republic of China on Chinese-Foreign Contractual Joint Ventures provides that: “The duration of a contractual joint venture shall be clearly stated in the joint venture contract by the Chinese and foreign contracting parties after consultation.” If the Chinese and foreign contracting parties agree to extend the duration, an application for extension shall be submitted to the examination and approval authority 180 days before the duration expires. The examination and approval authority shall decide whether or not to grant approval within 30 days of receipt of the application.

Adjustment: The implementation of this administrative approval item shall be suspended, and recordation administration shall be implemented instead

Provided by Lawyers Working Committee of Pudong New Area.