REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON THE ADMINISTRATION OF COMPANY REGISTRATION (AMENDED IN 2005)

Regulations of the People’s Republic of China on the Administration of Company Registration (Amended in 2005)

No.451 [2005] Order of the State Council
December 18,2005

(Promulgated by Order No. 156 of the State Council of the People’s Republic of China on June 24, 1994 and amended according to the
Decision of the State Council on Amending the Regulations of the People’s Republic of China for the Administration on Company Registration
on December 18, 2005)

Chapter I General Provisions

Article 1

For the purpose of confirming the enterprise legal person qualification of companies and regulating the company registration behaviors,
the present regulations have been formulated according to the Company Law of the People’s Republic of China (hereinafter referred
to as the Company Law).

Article 2

As to the establishment, alteration or termination of limited liability companies and joint stock limited companies (hereinafter
referred to as the companies), the registration of the companies should be transacted according to the present regulations.

As to an application for company registration, the applicant shall be responsible for the authenticity of the application documents
and materials.

Article 3

Only after the registration at the company registration organs according to law and the acquirement of a Business License of an Enterprise
Legal Person, can a company acquire the qualification of an enterprise legal person.

A company, which is established as of the present Regulations go into effect, shall not engage in any business activity in the name
of the company unless it is registered at the company registration organ.

Article 4

Administrations for industry and commerce shall be the company registration organs.

The company registration organs at a lower level shall work under the leadership of the company registration organs at a higher level.

Company registration organs shall perform their duties according to laws and free from any unlawful interference.

Article 5

The State Administration for Industry and Commerce shall be in charge of the work of company registration in the whole country.

Chapter II Jurisdiction on Registration

Article 6

The State Administration for Industry and Commerce shall be responsible for the registration of the following companies:

(1)

Companies, to which the supervision and administration institution of state-owned assets of the State Council performs the responsibilities
as a capital contributor, and companies which is established with the investment of the aforesaid companies that hold more than 50%
shares therein;

(2)

Foreign-funded companies;

(3)

Companies subject to the registration of the State Administration for Industry and Commerce according to the relevant laws, administrative
regulations or decisions of the State Council; and

(4)

Other companies that shall be subject to the registration of the State Administration for Industry and Commerce according to the
relevant provisions.

Article 7

The administration for industry and commerce of a province, autonomous region or municipality directly under the Central Government
shall be responsible for the registration of the following companies within its jurisdiction:

(1)

Companies, to which the supervision and administration institution of state-owned assets of the people’s government of a province,
autonomous region, or municipality directly under the Central Government performs the responsibilities as a capital contributor,
and companies which is established with the investment of the aforesaid companies that hold more than 50% shares therein;

(2)

Companies, which are established with the investment of a natural person, and are prescribed to register at the administration for
industry and commerce of a province, autonomous region, or municipality directly under the Central Government;

(3)

Companies, prescribed by the laws, administrative regulations and decisions of the State Council, subject to the registration of
the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;
and

(4)

Other companies subject to the registration of an organ authorized by the State Administration for Industry and Commerce.”

Article 8

The administration for industry and commerce of a districted city (region) or county, the sub-administration for industry and commerce
of the municipality directly under the Central Government, the regional sub-administration for industry and commerce of a districted
city shall be responsible for the registration of the following companies within its jurisdiction:

(1)

Companies other than the companies as prescribed in Articles 6 and 7 of the present Regulations; and

(2)

Companies subject to the registration as authorized by the State Administration for Industry and Commerce or the administration for
industry and commerce of a province, autonomous region, or municipality directly under the Central Government.

The specific jurisdiction on registration as prescribed in the preceding paragraph shall be formulated by the administration for industry
and commerce of a province, autonomous region, or municipality directly under the Central Government. However, the administration
for industry and commerce of a districted city (region) shall be responsible for the registration of joint stock limited companies.

Chapter III Items for Registration

Article 9

Items for company registration shall include:

(1)

Name;

(2)

Domicile

(3)

Name of the legal representative;

(4)

Registered capital;

(5)

Paid-in capital

(6)

Type of enterprise;

(7)

Business scope;

(8)

Term for business operation; and

(9)

Names of the shareholders of limited liability companies or names of initiators of joint stock limited companies as well as the amount,
time and form of contributions as subscribed and actually paid.

Article 10

The items for company registration shall accord with the provisions of laws and administrative regulations. Company registration
organs shall refuse to register any company whose items for registration do not accord with the provisions of laws and administrative
regulations.

Article 11

The name of a company shall conform to the relevant provisions of the State. A company shall only use one name. The name of a company
which has been approved and registered by an company registration organ company registration organ shall be protected by law.

Article 12

The domicile of a company shall be the place of the major office of the company. There must be only one domicile registered by the
company registration organ. The domicile of the company shall be within the jurisdiction of its company registration organ.

Article 13

The registered capital and paid-in capital of a company shall be expressed in RMB, except for otherwise provisions by laws and administrative
regulations.

Article 14

Means of contribution by shareholders shall comply with the provisions of Article 27 of the Company Law. As for shareholders who
contribute with property other than currency, in-kind, intellectual property or land use right, the registration measures thereof
shall be formulated by the State Administration for Industry and Commerce in collaboration with the relevant departments of the State
Council.

No shareholder may make any contribution with capital that evaluated from labor, credit, name of a natural person, goodwill, franchise
or properties to which any guarantee has been made.

Article 15

The business scope of a company shall be prescribed in the articles of association thereof, and shall be subject to registration
according to law.

The terminology applied in the business scope of a company shall refer to the standards for industrial categories of the national
economy.

Article 16

The companies are classified into limited liability companies and joint stock limited companies.

As to a one-person limited liability company, the sole-investor nature of the natural person or legal person shall be indicated in
the registration documents of the company and in the business license thereof as well.

Chapter IV Registration for Establishment

Article 17

As to the establishment of a company, an application for the in advance approval of its name shall be filed. .

As for the establishments of companies which need to be reported for examination and approval according to laws or administrative
regulations or the decisions of the State Council, or whose scopes of business, items of which fall within the ones needed to be
examined and approved before registration according to laws or administrative regulations or decisions of the State Council, an application
shall be filed for the in advance approval of their names before they are submitted for approval in the company name approved by
the company registration organs.

Article 18

As to the establishment of a limited liability company, the representative designated or an agent jointly consigned by all the shareholders
shall file an application for the in advance approval of its name with the company registration organ; as to the establishment of
a joint stock limited company, the representative designated or an agent jointly consigned by all the initiators shall file an application
for the in advance approval of its name with the company registration organ.

When applying for the in advance approval of a company name, the following documents shall be provided:

(1)

An application for the in advance approval of the company name signed by all the shareholders of a limited liability company or by
all the initiators of a joint stock limited company;

(2)

The certificates for the designation of the representative and the joint consignation of the attorney by all the shareholders or
initiators; and

(3)

Other documents as required for submission by the provisions of the State Administration for Industry and Commerce.

Article 19

The reservation period of a approved company name in advance shall be six months, within which the approved name in advance may not
be used to engage in business operation or transferred.

Article 20

As to the establishment of a limited liability company, the representative designated or an agent jointly commissioned by all the
shareholders shall file an application for registration with the company registration organ. As to the establishment of a company
wholly owned by the State, the state-owned assets supervision and administration organ authorized by the State council or the local
people’s government of the same level shall act as an applicant and file an application for registration. As for a limited liability
company which is subject to the examination and approval according to laws or administrative regulations, an application shall be
filed for establishment registration within 90 days as of the day of approval. If the application for establishment registration
is filed after the period expires, the applicant shall report to the examination and approval organ for confirmation of the validity
of the original approval documents or apply for approval otherwise.

When applying for the establishment of a limited liability company, the following documents shall be submitted to the company registration
organ:

(1)

The application for the establishment of the company signed by the legal representative of the company;

(2)

The certificate of the representative designated or the agent jointly consigned by all the shareholders;

(3)

The articles of association;

(4)

The verification certificate of investment issued by an lawfully established investment verification organization, except it is otherwise
prescribed by any other law or administrative regulation;

(5)

Where the first capital contribution made by a shareholder is non-monetary property, the documents proving that the formalities for
transferring the property thereof have been transacted shall be submitted when the company transacts the formalities for the establishment
registration.

(6)

The certificates for the subject qualifications or the natural person identity of shareholders .

(7)

The documents specifying the names and domiciles of the directors of the board, supervisors and managers and the certificates for
their commission, election or employment;

(8)

The document of appointment and certificate of identity of the legal representative of the company;

(9)

The notice on the in advance approval of its name;

(10)

The certificate of the domicile of the company. and

(11)

Any other document as required by the State Administration for Industry and Commerce for submission.

The first capital contributions made by shareholders of a foreign-funded limited liability company shall accord with the provisions
of laws and administrative regulations, and the rest shall be contributed in full amount within 2 years as of the establishment of
the company. Particularly, the investment company may contribute its capital in full amount within 5 years.

As for a limited liability company whose establishment shall be applied for examination and approval as prescribed by laws, administrative
regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.

Article 21

When establishing a limited joint stock company, the board of directors shall apply for registration with the company registration
organ. If the limited joint stock company is established by public offering, an application for establishment registration shall
be filed with the company registration organ within 30 days after the establishment assembly is over. ..

When establishing a joint stock limited company, the following documents shall be submitted to the company registration organ:

(1)

The application for the establishment registration of the company signed by the legal representative of the company;

(2)

The certificate of the representative designated or the agent jointly consigned by the board of directors;

(3)

The articles of association;

(4)

The verification certificate of investment issued by an lawfully established investment verification organization;

(5)

Where the first capital contribution made by a shareholder is non-monetary property, the certification documents proving that the
formalities for transferring the property thereof have been transacted shall be submitted in the establishment registration of the
company.

(6)

The certificate for the legal person qualifications or the natural person identity of shareholders;

(7)

The documents specifying the names and domiciles of the directors of the board, supervisors and managers and the certificates for
their commission, election or employment;

(8)

The documents of appointment and the certificate for the identity of the legal representative of the company;

(9)

The notice on the in advance approval of its name;

(10)

The certificate of the domicile of the company. And

(11)

Other documents as required by the State Administration for Industry and Commerce for submission.

If a joint stock limited company is established by public offering, the record of the establishment assembly shall be submitted as
well. As for a joint stock limited company established by public offering which issues stocks in public, the relevant approval documents
of the supervision and administration institution of securities of the State Council shall be submitted as well.

As for a joint stock limited company whose establishment shall be applied for examination and approval as prescribed by laws, administrative
regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.

Article 22

The items within the business scope of the company registration application, which shall be examined and approved before registration
according to laws or administrative regulations, shall be submitted for approval to the relevant departments of the State before
applying for registration, and the relevant approval documents shall be submitted to the company registration organ.

Article 23

If the articles of association of the company include content that violating the laws or administrative regulations, the company
registration organ shall have the right to require the company to make corresponding corrections.

Article 24

The certificate for company domicile refers to the documents that can certify the company’s usufruct of to its domicile.

Article 25

The lawfully established company shall be issued a Business License of Legal Entity by the company registration organ. And the issuing
date of the business license of the company shall be the establishment date of the company. The company shall, upon the strength
of the Business License of Legal Entity approved and issued by the company registration organ, make its seals, open a bank account
and apply for the registration of tax payment.

Chapter V Alteration Registration

Article 26

When altering the registration items, a company shall apply for alteration registration with the original company registration organ.

A company may not alter any registration item by itself without alteration registration.

Article 27

When applying for alteration registration, a company shall submit the following documents to the company registration organ:

(1)

The application for alteration registration signed by the legal representative of the company;

(2)

The resolution or decision on the alteration which is made in accordance with the Company Law; and

(3)

Other documents as required by the State Administration for Industry and Commerce for submission..

In case the alteration registration of the company concern the revision of the articles of association, the revised version of the
articles of association or the amendment of the articles of association signed by the legal representative of the company shall be
submitted.

As for the items of alteration registration that shall be approved before registration as prescribed by laws, administrative regulations
or decisions of the State Council, the relevant approval documents shall be submitted to the company registration organ as well.

Article 28

When altering the name of a company, an application for alteration registration shall be filed within 30 days as of the date when
the resolution or decision on the alteration is made.

Article 29

When altering the company domicile of a company, an application for alteration registration shall be filed before the company moves
into the new domicile, and the certificate for the use of the new domicile shall be submitted as well.

As for the inter-jurisdiction alteration of domicile, the company shall file an application for alteration registration of the domicile
with the company registration organ of its new domicile. If the company registration organ of the new domicile accepts the application,
the original company registration organ shall transfer the files of company registration to the company registration organ of the
new domicile.

Article 30

If the legal representative of a company is altered, an application for the alteration registration shall be filed within 30 days
as of the date when the resolution or decision on the alteration is made.

Article 31

If a company alters its registered capital, it shall present the certification of capital verification issued by a lawfully established
capital verification organization.

If a company increases its registered capital, the capital contributions of the increased amount by the shareholders of a limited
liability company and the new stocks as subscribed by the shareholders of a joint stock limited company shall be executed respectively
according to the relevant provisions of the Company Law on the capital contributions for the establishment of a limited liability
company and on the subscription of stocks for the establishment of a joint stock company. If a joint stock limited company increases
its registered capital by means of public offer of stocks or a listed company increases its registered capital by means of non-public
offer of stocks, the approval documents issued by the supervision and administration institution of securities of the State Council
shall be submitted as well.

When the statutory common reserve of a company is converted into its registered capital, it shall be indicated in the assets verification
certification that the rest of the statutory common reserve of the company shall be not less than 25% of the registered capital thereof
before the conversion is conducted.

In case of reduction of the registered capital, a company shall apply for the alteration registration within 90 days when the resolution
or decision on the alteration is made, and the relevant certificate certifying that the company has published the announcement on
the reduction of its registered capital in the newspapers and an illustration on the situation of debt clearance or debt guarantee
of the company shall be submitted as well

The registered capital of a company after capital reduction shall not be less than the minimum amount of the registered capital as
prescribed by law.

Article 32

If a company alters its paid-in capital, .the asset verification certification issued by an lawfully established asset verification
institution shall be submitted, and the capital contribution shall be made .in light of the time and form of capital contributions
as indicated in the articles of association. The company shall, within 30 days as of the contribution of capital or funds as generated
from the issuance of stocks in full amount, apply for the alteration registration.

Article 33

When altering the business scope, a company shall file an application for alteration registration within 30 days as of the date when
the resolution or decision on the alteration is made. If the alteration in business scope concerns items that are required by laws
or administrative regulations for approval, the application alteration registration shall be filed within 30 days as of the date
of approval by relevant departments of the State.

Where the licenses or other approval documents for any item within the business scope of a company, which shall be subject to the
approval according to relevant laws, administrative regulations or decisions of the State Council, are suspended or revoked or expires,
the company shall, within 30 days as of the suspension or revocation of the licenses or other approval documents or as of the expiration
date, apply for the alteration registration or transact the formalities of deregistration according to the provisions of Chapter
VI of the present Regulations.

Article 34

When altering the type of company, an application for the alteration registration shall be filed with the company registration organ
within the prescribed time limit according to the requirements of the type of company to be altered into, and the relevant documents
shall be submitted as well. .

Article 35

When a limited liability company transfers its stock rights, it shall file an application for the alteration registration within
30 days as of the date when the stock rights are transferred, and it shall submit the certifications for the subject qualifications
or natural person identity of the new shareholder.

If a natural-person shareholder of a limited liability company dies, and his lawful inheritor inherits his qualification as a shareholder,
the company shall apply for alteration registration according to the provisions of the preceding paragraph.

If the shareholder of a limited liability company or the initiator of a joint stock limited company alters the personal name, the
company shall file an application for the alteration registration within 30 days as of the date when the name is altered.

Article 36

If the alteration registration of any item of a company concerns the alteration of any registered item of its branch, the company
shall apply for the alteration registration for its branch within 30 days as of the day when the alteration of the company is registered.

Article 37

If the articles of association of a company have been revised but the revision or revisions do not concern any registration item,
the company shall submit the revised articles of association or the amendment of the articles of association to the original company
registration organ for archival filing.

Article 38

If there is any alteration in the directors, supervisors or managers of a company, the company shall submit the alteration to the
original company registration organ for archival filing.

Article 39

If the registration items have been altered after a company continues to exist despite merger or separation, the company shall file
an application for the alteration registration; for a company which is dissolved after merger or separation, it shall file an application
for writing-off registration. As for a company newly established after merger or separation, it shall file an application for establishment
registration.

In the case of merger or separation of a company, the company shall file an application for registration within 90 days as of the
date when the announcement is made, and submit the merger agreement, the resolution or decision concerning the merger or separation,
the certificate certifying that the company has published its announcement on merger or separation in the newspapers, of and an illustration
on the situation of its debt clearance or debt guarantee. If the merger or separation of a company shall be reported for examination
and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents
shall be submitted as well.

Article 40

If the items of the alterations registration concern the items as specified in the business license of the enterprise legal-person,
the company registration organ shall issue a new business license.

Article 41

When applying with the company registration organ for revocation or of its alteration registration according to the provisions of
Article 22 of the Company Law, . the following documents shall be submitted:

(1)

An Application as signed by the legal representative of the company; and

(2)

A written judgment of the people’s court.

Chapter VI Writing-Off Registration

Article 42

Where a company is dissolved and shall undergo liquidation according to laws, a liquidation group shall, within 10 days as of its
formation, report the list of its members and principal to the company registration organ for archival filing.

Article 43

Under any of the following circumstances, the liquidation of a company shall apply for the writing-off registration with the original
company registration organ within 30 days as of the date when the liquidation ends:

(1)

The company is declared bankrupt according to law;

(2)

The business operation term as prescribed in the articles of association expires or other causes for the dissolution of the company
as prescribed in the articles of association emerge, except that the company continue to exist by altering the articles of association;

(3)

The company is dissolved by the resolution of the meeting of shareholders or the general assembly of Shareholders, or by the resolution
of the shareholder of a one-person limited liability company or of the board of directors of a foreign-funded company;

(4)

The company is revoked of its business license, order to close down or revoked according to law;

(5)

The company is dissolved by the People’s court according to law; or

(6)

Other circumstances fro dissolution as prescribed by laws and administrative regulations.

Article 44

When applying for writing-off registration, a company shall submit the following documents:

(1)

The application letter for writing-off registration as signed by the principal of the liquidation group of the company;

(2)

The ruling on bankruptcy and the adjudication document on dissolution made by the People’s Court, the resolution or decision made
by the company according to the Company Law, and the documents of administrative institution on ordering the company to close down
or on revoking the company;

(3)

The liquidation report as filed and affirmed by the meeting of shareholders, the general assembly of shareholders, the shareholder
of a one-person limited liability company, the board of directors of a foreign-funded company, the People’s Court or the company
approval organ;

(4)

The Business License of Legal Entity of the company; and

(5)

Other documents as required by laws or administrative regulations for submission.

Where a solely state-owned company applies for writing-off registration, it shall additionally submit the decision of the supervision
and administration institution of state-owned assets. Particularly, for the key solely state-owned companies as decided by the State
Council, the approval documents of the people’s government at the same level shall be submitted as well.

Where a company that has branches applies for writing off registration, the certificates of writing off registration of its branches
shall be submitted as well.

Article 45

A company shall be terminated after the writing-off registration at the company registration organ.

Chapter VII Registration of Branch Companies

Article 46

The “branch company” refers to an organization established by a company to engage in business operation outside its domicile. A branch
company doesn’t have the qualifications as a legal entity.

Article 47

The registration items of a branch or branches of a company shall include the name, business place, principal and business scope.

The name of a branch company shall accord with the relevant provisions of the State.

The

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