Application Form for Registration on the Establishment

of Foreign Invested Company

Chongqing Administration for Industry and Commerce:

According to the relevant regulations in the Company Law of People’s Republic of China, the Law of the People’s Republic of China on Sino-Foreign Jonit Ventures, the Law of People’s Republic of China on Chinese-Foreign Contractual Joint Ventures,the Law of People’s Republic of China on Foreign-Funded Enterprises, Regulations of the People's Republic of China on Administration ofRegistration of Companies, now we apply for registration of establishment, 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 Proposed Company:

Signature of the Proposed Legal Representative:

Date of Application:

Printed by Chongqing Administration for Industry and Commerce

We hereto appoint / consign to transacting the registration affairs on establishment 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 the notification of disapproval for registration.

Consigner (signed and sealed by the legal representatives of investors or their authorized persons, if the shareholder /the sponsors is a natural person, he should sign by himself):

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 Proposed Company

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

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Documents for Registration on the Establishment

No. / Documents
1 / Application Form for Registration on the Establishment of Foreign Invested Companies subscribed by the proposed legal representative
2 / Approved documents of approval authority (Written reply and duplicate 1 of the approved certificate)
3 / Corporate Statute
4 / Corporate Name Pre-assessment Notification
5 / Main qualification certification or identity certification of natural person of investors
6 / Appointment documents and copies of identity certificate of directors, supervisors and managers
7 / The appointment document and copy of identity certificate of the legal representative
8 / Capital Assessment Certificate issued by the legal Capital Assessment Organ
9 / If the capital put in by the shareholders for the first time was non-money property, the certificate document for transferring the ownership of property should be submitted
10 / Certificate for Operation Site of the Company
11 / Cahier of the Establishment Conference
12 / Documents or certificates approved in advance
13 / Power of Attorney for Service of Legal Documents
14 / Main qualification certification of the service accepter of legal documents (the authorized person)
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. For item 2, the applicant should go to the registry organ for registration within 90 days after he receives the approval certificate; if the company is established by the way of Chinese-foreign cooperation, Foreign Joint Venture and Foreign exclusive ownership, the applicant should go to the registry organ for registration within 30 days after he receives the approval certificate; if the stock-holding limited company established by collecting money issues stocks in public, the applicant should submit the original or valid copies of the approval documents of Securities Supervision and Management Organ of the State Council.

5. For item 3, the Corporate Statute should be the original form with signatures and seals of the legal representative or the person authorized by the legal representative of all investors. The Corporate Statute submitted should be in conformity with the Corporate Statute approved by the Approval Authority.

6. The Corporate Name Pre-assessment Notification in item 4 should be within the valid period, and its contents should be in conformity with the relevant items applied by the proposed company.

7. For item 5, 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.

8. The appointment of the legal representatives, directors, supervisors and managers in item 6 and item 7 should accord with the stipulations of Corporate Statute.

9. For item 8 and 9, it is only applicable to the stock-holding limited company and finance, securities, insurance company and fund management company who should pay whole investment for one time by law when their establishment and other limited liability company who paid whole or part of the registration capital when their establishment.

10. For item 10, if the applicant owns the site, the property ownership certificate and its copy must be submitted for assessment; if the site is rented, the applicant must submit the original of the lease contract 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 certificates with the effect of ownership identification must be submitted. If the leased site is a hotel or a restaurant, the applicant must submit the copy of its business license.

11. For item 11, it is only applicable to the stock-holding limited company established by collecting money.

12. For item 12, it is only applicable in those firms in whose business scope, relevant laws, administrative regulations and the State Council have required that some items should be approved before the registration, the relevant Approved documents or the copy of the exequatur or the permission certificate should be submitted.

13. For item 13, the Power of Attorney for Service of Legal Documents should be subscribed by the foreign investors (authorizer) and cisborder service accepter of the legal documents (authorized person). This power of attorney should clearly authorize 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 can be a branch organ established by foreign investors or a proposed company (if the authorized person is from a proposed company, it will be consigned to go into effect after the establishment of the company) or a relevant unit or person in other churchyards.

14. For item 14, if the service accepter (authorized person) is from a proposed company, it doesn’t need to be submitted.

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Registration Items for Application of Foreign Ivested Company

(Unit: Ten thousand Yuan)

Name / Tel
Operation site / Post Code
Total Amount of Investment / Amount to ten thousand dollar
Name of the Legal Representative / Type of company
Way of establishment / Business Period
Registered
Capital / Currency / Chinese / Proportion / Amount tous dollar / Chinese
Foreigner / Proportion / Foreigner
Contributed
Capital / Currency / Chinese / Proportion / Amount tous dollar / Chinese
Foreigner / Proportion / Foreigner
Business
Scope
Permitted Business Items / Category of Item

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Investors’beadroll of Foreign Funded Firms

Name of the Investor / Agreed Amount of Investment / Way of Investment / Proportion / Paid-in Amount of Investment / Way of Investment / Time of Investment
Chinese
Country (Region) / Time limit
for paying the balance
Category of the investor / Type of the document
and its No.
Chinese
Country (Region) / Time limit for paying the balance
Category of the investor / Type of the document
and its No.
Foreigner
Country (Region) / Time limit
for paying the balance
Category of the investor / Type of the document
and its No.
Foreigner
Country (Region) / Time limit
for paying the balance
Category of the investor / Type of the document
and its No.

Note: This Form can be copied and filled sequentially, and affixed to the original.

Registration Form of the Legal Representative
Name / Sex / Photo
Birth Date / Country (Region)
Production way / Tel
Address or address in China
Dispatching unit
Resume of Work / Work unit and department / Position
Copy of Identity Certificate
(Affixed here)
Signature of the Legal Representative
Review Opinions on the Legal Representative
Through review, the legal representative is in accordance with the competence for the post stipulated in the relevant laws and regulations, without the following cases:
1. He has no civil capability or his civil capability is limited;
2. He is being executed punishment or criminal coercive measure;
3. He is being ordered the arrest of a criminal at large by the public security authority or the state safety authority;
4. He was sentenced punishment due to defalcation and bribe or infringing on somebody’s property or breaking socialistic economic order but it is not more than five years after the expiry of execution, and was sentenced penalty due to other criminals but it is not more than three years after the expiry of execution, or sentenced deprivinghis political rights due to criminals but it is not more than five years after the expiry of execution;
5. He acts as the legal representative or director and manager of theenterprisesuffering from bankruptcy liquidation due to improper operation and has individual liability for bankruptcy of the enterprise, it is not more than three years from the date of bankruptcy liquidation;
6. He acts as the legal representative of the enterprise that is canceled business license due to breach of law, having individual responsible for breach of law of theenterprise, it is not more than three years from the date the enterprise is canceled business license;
7. He has large amount of debts, which has not been liquidated at the expiration;
8. He is not permitted to act as a legal representative by the law and the State Council due to other cases.
Reviewer (seal or signature):

Note: “Reviewer” refers to the board of directors, general meeting of stockholders and stockholder (sponsor) etc. electing, allocating, appointing and nominating the legal representative.

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Information of Directors, Supervisors and Managers

Name / Position / Appointing Way / Identity Certificate / No.
Type
Country (Region) / Dispatching Unit / Address
Name / Position / Appointing Way / Identity Certificate / No.
Type
Country (Region) / Dispatching Unit / Address
Name / Position / Appointing Way / Identity Certificate / No.
Type
Country (Region) / Dispatching Unit / Address
Name / Position / Appointing Way / Identity Certificate / No.
Type
Country (Region) / Dispatching Unit / Address
Name / Position / Appointing Way / Identity Certificate / No.
Type
Country (Region) / Dispatching Unit / Address
Name / Position / Appointing Way / Identity Certificate / No.
Type
Country (Region) / Dispatching Unit / Address

Note：

1. Filling in according to the order of director, supervisor and manager；

2. The Position relate to chairman of the board, director, executive director, supervisor；

3. Appointing way should be filled selectly with accreditation, selection or retainment according to the stipulations of corporate statute;

4. This Form can be copied and filled sequentially, and affixed to the original.

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