Application Form for Registration on the

Change of Foreign Invested Company (for Record)

Chongqing Administration for Industry and Commerce:

According to the relevant regulations in the Company Law of People’s Republic of China, Sino-Foreign Joint Venture Business Act of People’s Republic of China, Law of People’s Republic of China on Chinese-Foreign Contractual Joint Ventures, Law of People’s Republic of China on Foreign-Funded Enterprises, Regulations of People's Republic of China on Administration ofRegistration of Companies, now we apply for registration on the change of , , , , , and other items, please approve it. We promise that the documents and the relevant additional documents submitted to you are authentic, legal, and effective, and the duplicate copies are in conformity with the original form. We will take on the legal responsibility for the consequences caused by submitting the false documents.

Name of the Company (seal):

Registration No.:

Signature of the Legal Representative:

Date:

Printed by Chongqing Administration for Industry and Commerce

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We hereto appoint / consign to transacting the registration affairs on change of our company.

Appointment / consignationuseful-life: From to

Rights owned by the appointed / consigned person:

  1. Correct the errors of the words in the documents that the Company provides for itself;
  2. Correct the errors of the contents filled in the relevant forms;
  3. Obtain business license, or approved notification for registration of change or the notification of disapproval for registration.

Consigner (Signature of the legal representative):

Information of the Appointed Representative or the Consigned Attorney

Name / Copy of Identity Certificate
(Affixed here)
Unit
Department
Tel

Information of the Link Man of the Company

Name / Copy of Identity Certificate
(Affixed here)
Department
Tel / Immobile：
Mobile：
E-mail
Address
Post Code

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Necessary Documents for registration on the Change (for Record)

No. / Documents
1 / Application Form for Registration on the Change of Foreign Funded Firms (for record)
2 / Approved documents of Approval Authority (Written reply and duplicate 1 of the approved certificate)
3 / Resolutions or decisions made by law
4 / Amendment of corporate statute or the modified statute subscribed by the legal representative of the company
5 / Change of the Name—Approval Notification on Change of the Name
6 / Change of the Location--Certificate for the operation site of the company etc.
7 / Change of the contributed capital, increase of registered capital-- Capital Assessment Certificate issued by legal capital assessment organ
8 / Reduction of the registered capital-- Newspapers with the Publication of the capital reduction, Debt Solvency Report, or Certificate for the Guarantee of Debt
9 / Change of the legal representative-- The appointment documents of new legal representative, the Registration form and copy of identity certificate of legal representatives, and the deposition documents on former legal representative etc.
10 / Transfer of the right of share-- Agreement for the transfer of the right of share, main qualification certificate of the transferee, Declaration of transfer approved by other investors by law, main qualification certificate of power of attorneyfor Service of Legal Documents and the authorized person
11 / Change of the business scope--- Documents or certificates approved in advance
12 / Change of investors’ name—certificates for the change of investor’s name
13 / Record of directors, supervisors and managers—appointment documents and copies of identity certificate of new directors, supervisors, managers and the deposition documents on former directors, supervisors and managers and names of directors, supervisors and managers
14 / Record on share right impawn--- Agreement of the share right impawn that approved by other investors by law
15 / Other relevant documents

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Note：

1. This application form should be filled in with pen and signing pen in black or blue-black ink, and the handwriting should be clear.

2. Unless obviously noting or marking that copy can be delivered, originalof the above documents shall be delivered.

3. If the above-submitted documents are written in foreign language, the Chinese version with the corporate seal of the translation company or the signature of the translator must be submitted.

4. If multi changes (for record) were applied at one time, only one copy needs to be submitted for same documents.

5. For item 2, the applicant should go to the registry organ for registration within 30 days after he receives the approval certificate.

6. Item 3 refers to the resolutions or decisions made according to Company Law of People’s Republic of China, Sino-Foreign Joint Venture Business Act of People’s Republic of China, Law of People’s Republic of China on Chinese-Foreign Contractual Joint Ventures, and Law of People’s Republic of China on Foreign-Funded Enterprises as well as the stipulations of the Corporate Statute. Contents of the resolutions or decisions shall be in line with the items applied.

7. For item 7, if the applicant owns the house property, the property ownership certificate and its copy must be submitted for check; if the house property is rented, the applicant must submit the original of the lease agreement and the copy of the landlord’s property ownership certificate; if the copy of the landlord’s property ownership certificate cannot be submitted immediately, other relevant house property ownership certificates for proving the ownership of the house property must be submitted. If the leased house property is a hotel or a restaurant, the applicant must submit the copy of its business license.

8. New legal representative in item 8 shall be appointed according to the stipulations related to election, assignment, appointment, nominating or employment etc in the Corporate Statute. Change of the legal representative of finance, securities and insurance etc. companies should submit the approval documents of supervising department.

9. For item 9, if stock right assignee is a newly-added investor, Chinese investors should submit the business license/legal person registration certificate of institution/legal person registration certificate of social organization/certificate copy of privately run non-business unit with their corporate seal as main qualification certificate; Main qualification certificate or identity certificate of natural person of foreign investors shall be delivered to our embassy (consulate) in the country for authentication after notarized by the competent department of the country. If the country has not established foreign relation with our country, it shall be authenticated by the embassy (consulate) in the country of the third country that has established foreign relation with our country, then certified by our embassy (consulate) in the third country. Documents issued by the overseas territory of some countries shall be firstly notarized in the territory and then authenticated by diplomatic organ of the country, and finally authenticated by our embassy (consulate) in the country. Main qualification certificate or identity certificate of the investor from Hong Kong, Macao and Taiwan shall be provided with notarial documents issued by local notarial organ according to special stipulation or agreement in accordance with the law.

Newly-added foreign (region) investors shall submit Power of Attorney for Service of Legal Documents and main qualification certificate of the authorized person. The Power of Attorney for Service of Legal Documentsshall be subscribed by the foreign investors (authorizer) and cisborder service accepter of the legal documents (authorized person). It shall obviously authorize the cisborder-authorized person to accept the service of the legal documents and record clearly the address and contact ways of the cisborder authorized person. The authorized person may be a branch organ established by foreign investors or a company to be established (if the authorized person is from a company to be established, the authorization shall come into effect after establishment of corporation) or a relevant unit or individual in other churchyards.

10. For item 11, if the business scope involves the items that should be permitted and approved in advance, the documents should be submitted.

11. Item 12 refers to certificate documents for approving change of the name issued by legal registration organ. Certificate documents for changing name of foreign investors shall be delivered to our embassy (consulate) in the country for authentication after notarized by notarial organ of the country. If the country has not established foreign relation with our country, it shall be authenticated by the embassy (consulate) in the country of the third country that has established foreign relation with our country, then certified by our embassy (consulate) in the third country. Documents issued by the overseas territory of some countries shall be firstly notarized in the territory and then authenticated by diplomatic organ of the country, and finally authenticated by our embassy (consulate) in the country. Main qualification certificate or identity certificate of the investor from Hong Kong, Macao and Taiwan shall be provided with notarial documents issued by local notarial organ according to special stipulation or agreement in accordance with the law.

12. For item 13, Election of new directors, supervisors and managers shall be in line with the stipulations related to election, allocation, appointment and nomination etc in the corporate statute. The appointment documents of abovementioned persons shall include review opinions on their qualification of general meeting of stockholders, board of directors or investors.

13. If the enterprise is changed into a foreign investment enterprise, it shall submit separately: (1) Written approval of higher competent department (including confirmation on the result of entire assessment report and transfer price as well as treatment of debts, reallocating plan of employees, disposal of original stock assets and explanation of assets ownership); (2) Preservation certificate of assets (issued by bank); (3) Resolutions of stockholders; (4) Resolutions of the general meeting of worker representatives.

14. Other documents and certificates necessary for registration on the change (record) can see the registration guide.

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Items of Registration (for Record) on Change of Foreign Funded Firms (Ⅰ)

Items / Former Approved Items of Registration (Record) / Items of Registration on the Change (Record)
Name
Address
Legal Representative
Registered Capital
Contributed Capital
Type of the Company
Business Scope
Permitted Business Items
Valid Period
of Business License
Business Period
Name of the Investor

Note：1. If the items of registration have no change, it needs not to fill in;

2.This form can be copied and filled sequentially, and affixed to the original.

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Items of Registration (for Record) on Change of Foreign Funded Firms (Ⅱ)

Investors’ Name / Agreed Amount of Investment / Way of Investment / Proportion / Paid-in Amount of Investment / Way of Investment / Time of Investment
Former Approved Items of Registration (Record)
Country (Region) / Time limit
for Paying the Balance
Category of the Investor / Type of the Document and its No.
Country (Region) / Time Limit
for Paying the Balance
Category of the Investor / Type of the Document and its No.
Items of Registration for the Change (Record)
Country (Region) / Time limit
for paying the balance
Category of the Investor / Type of the Document and its No.
Country (Region) / Time Limit
for Paying the Balance
Category of the Investor / Type of the Document and its No.

Note 1. If the items of registration have no change, it needs not to fill in;

2. This form can be copied and filled sequentially, and affixed to the original.

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Items of Registration (for Record) on Change of Foreign Funded Firms (Ⅲ)

Items / Former Approved Items of Registration
(Record) / Items of Registration for the Change
(Record)
Total Amount of Investment
Director
Supervisor
Manager
Service accepter of legal Documents of Foreign Shareholders and the Sponsors
The Branch
Other Items

Items of Registration (for Record) on Change of Foreign Funded Firms (Ⅳ)

Items / Record Content
Impawn of Share Right
Modification of the statute that doesn’t Involve the Registration Items
Members of Liquidation Team
The Responsible Person of Liquidation Team
Other items

Note：1. If the items of registration have no change, it needs not to fill in;

2.This form can be copied and filled sequentially, and affixed to the original.

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