Application for Establishment of

Foreign-Invested Company

Administration for Industry & Commerce:

In accordance with Companies Law of the People's Republic of China, Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures, 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 Regulations of the People’s Republic of China on Administration of Registration of Companies, we hereby apply for your approval to our application for business establishment registration. We also undertake that all the documents, certificates and related appendixes submitted by us are true, legal and valid, and that the copies are identical to the originals. We shall bear all legal liabilities for any consequence resulted from submitting false documents and certificates.

Name of the Company to be Established :

Signature of Legal Representative to be Appointed :

Date of Application:

Made by State Administration for Industry & Commerce HTTP://WZJ.SAIC.GOV.CN

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Certificate of Appointed Representative or Entrusted Agent

_________ is hereby authorized to handle all matters concerning the registration of the establishment of this company.

This appointment/entrust is valid from __________(date) to _________(date). Authorizers： Date:___________

Note: the authorizers shall be all the investors.

（This paper shall be signed or sealed by the legal representative or the authorized person of each investor; it shall be signed by the investor themselves if they are natural persons.）

Information of Business Registration Staff of the Company to Be Established

Documents and Certificates Required for the Registration of 2

Establishment of Foreign-funded Company

Normative requirements：

1. This form shall be filled in with black or dark blue pen, and shall be clear.

2. Among the above documents, expect for the notice of “copy”, all the others shall be original.

3. Among the above documents, in case of English version, Chinese translation shall be submitted with the seal of translation companies.

4. The applicant shall go through the registration procedures in registration organ within 90 days after she/he receives the approval documents under Item 2; in case of 3

the company set up in the form of Chinese-Foreign Contractual Joint Venture, Foreign Equity Joint Venture and Wholly Foreign-owned Enterprise, the applicant shall go through the registration procedures in registration organ within 30 days after she/he receives the approval documents under Item 2; Where a stock limited company incorporated by means of share offer intends to offer shares to general public，original approval documents and effective copies thereof from securities regulatory organs under the State Council shall be submitted.

5. Articles of association under Item 3 shall be the original one signed or sealed by the legal representative or authorized person of each investor; if the investors are natural persons, the Articles of association shall be signed by themselves. The Articles of association submitted shall be identical to the one approved by the examination and approval organ.

6. The Notice of Name Pre-Approval for Foreign-funded Company under Item 4 shall be in the valid period, and the contents thereof shall be identical to the relevant matters concerning with the application of the establishment of the intended company.

7. Chinese investors shall submit the copies of business license/ registration certificate of state-run institution legal person/ registration certificate of social organization as legal person/certificate of private non-enterprise organization sealed by their units as the proof of subject identification; The proof of subject identification for investors in foreign countries (regions) shall be notarized by the notary organ in the said countries (regions) and verified by Chinese embassy (consulate) accredited to the said countries (regions); If there is no Chinese embassy or consulate in that country(region), the proof of subject identification must be certified by an embassy (consulate) of a third country accredited to that country (region) that has diplomatic relations with the People's Republic of China, and then transmitted for authentication to the embassy(consulate) of the People's Republic of China accredited to that third country. The proof of subject identification for investors in Hong Kong, Macao, and Taiwan or the proof of identification of natural persons in the said regions shall be notarized by local notary organs.

8. The generation of legal representative, director, supervisor and manager under Item 6, 7 shall conform to the provisions of Articles of Association.

9. Item 8, 9 are merely applicable to stock limited company, financial, securities, insurance and fund management companies, and other types of limited liability companies that pay in full or part of registered capital at the time of establishment.

10. In Item 10, if the investors use their own property as company domicile, they shall submit the copy of certificate of property ownership and also the original for verification; if they use leasing property as company domicile, they shall submit the original lease contract and the copy of certificate of property ownership. In case the certificate of property ownership is unavailable, they shall submit other copies of certificates that can prove the ownership of the property. If the lessor is hotel or restaurant, the investors shall submit the copy of business license of the hotel or restaurant.

11. Item 11 is merely applicable to stock limited company incorporated by share offer.

12. The prerequisite approval documents or copy of license or certificate of approval under Item 12 are applicable to the foreign-invested companies of which the business scope shall be submitted for approval in accordance with laws, administrative regulations and decisions of the State Council.

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13. The “power of attorney for service of legal documents” shall be signed by foreign investors (the authorizer) and domestic addressee of the legal documents (the authorized person). The said power of attorney shall expressly empower the domestic authorized person to receive the legal documents and contain the authorized person’s address and contacts. The authorized person can be the branch or subsidiary company to be established ( if the authorized person is a subsidiary company to be established, the power of attorney shall come into force after the establishment thereof) of foreign investors or other domestic units or individuals. If there is a change in the authorized person, a new agreement of the service of legal documents shall be signed and submitted to company registration organ for record. If there is a change in the address or other items of the authorized person, the change shall be submitted on time to company registration organ for record.

Registration Form for the Application of Foreign-funded Enterprise Unit: ten thousand RMB

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Registration Form of Legal Representative

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Examination Opinions on Legal Representative

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Meeting or Investors who elect, recommend, designate or appoint the legal representative.

Information of Director, Supervisor, and Manager of the

Company

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Business License Collection Form

Note：The license collector should be legal representative or the person authorized by him. 10

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