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

Regulations of the People’s Republic of China on Controlling the Registration of Enterprises as Legal Persons, Detailed Rules on the Implementation of the Regulations of the People’s Republic of China on Controlling the Registration of Enterprises as Legal Persons, Regulations on the Administration of Foreign-invested Venture Investment Enterprises, Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures, and Detailed Rules on the Implementation of the Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures

II. Scope of Application

Registration of establishment of (non-corporate) foreign invested enterprises

III. Required Materials

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

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

Ø      The applicant shall, within 30 days from receipt of the approval documents, handle the registration formalities at the registration authority. In case of submission of materials through the “one-stop acceptance” window, it is not required to provide the approvals of the commercial authority.

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. Contract and bylaws (original)

Ø     The original of the contract and/or bylaws to be signed and stamped by the Legal Representatives or their authorized persons of the investors shall be consistent with those as approved by the examination and approval authorities.

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 legal opening of the investor and certificate of financial standing (original)

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. As for the certificate of principal qualifications or identity certificate of investors from Hong Kong, Macao and Taiwan, the notarization documents of local notarization agency shall be legally provided according to the special provisions or agreements.

Ø       Certificate of financial standing, i.e. capital credit certificate To be issued by the financial institution having financial business with the company. Not required for enterprises with registered capital in place

6. Appointment documents and ID certificate of the Legal Representative and members of the Joint Management Committee (photocopy)

Ø      Appointment of the Legal Representative and members of the Joint Management Committee shall be in conformity with the provisions of the bylaws

7. Certificate of principal office

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 less or 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.

8. 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

9. 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