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 Rules on the Implementation of the Law of the People’s Republic of China on Foreign Capital Enterprises

II. Scope of Application

Registration for establishment of the branch invested by the foreign company

III. Required Materials

1. Application for Registration of Establishment of Branches of the Companies Invested by Foreign Businesses (original)

2. Bylaws of the subordinated company (original)

3. Notice of Pre-approval of Name of Branch (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.

4. Appointment document (original) and identity certificate (photocopy) of the person in charge of the branch as issued by the subordinated company

5. Certificate of use of operating place

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

6. Duplicate of the Business License of the subordinated company (photocopy)

Ø      The photocopy of the duplicate of the Business License shall affix the seal of the company

7. Pre-approval documents

Ø       Copies of the approval documents or licenses or license certificates relating to pre-approval, which are applicable for branches 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

8. Other relevant documents

IV. Application Process

(I) “One-off” acceptance process

After handling the pre-approval of corporate name at the industry and commerce administration, foreign investors shall log on to the “Investment and Handling Express in Pilot Area” at the portal website of “Shanghai - China” or the portal website of “China (Shanghai) Free Trade Pilot Zone” to complete relevant forms online, and the investors shall download and print out these forms and sign on them. 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