REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA ON ADMINISTRATION OF REGISTRATION OF COMPANIES

The State Council

Decree of the State Council of the People’s Republic of China

No.156

Regulations of the People’s Republic of China on Administration of Registration of Companies are hereby promulgated and shall come
into force as of the day of July 1, 1994.

Premier of the State Council, Li Peng

June 24, 1994

Regulations of the People’s Republic of China on Administration of Registration of Companies

Chapter I General Provisions

Article 1

The Regulations are formulated in accordance with the Company Law of the People’s Republic of China(hereinafter referred to as the
Company Law) in order to affirm the legal person status of company and to normalize the procedure of the registration of company.

Article 2

Establishment, alteration and termination of limited liability company and company limited by shares(hereinafter referred to as company)
shall make the company registration in accordance with the provisions of these Regulations.

Article 3

A company shall be granted legal person status only after it has been registered and approved to receive a “Corporate Business License”
after the approval of registration by the company registration authority in accordance with the law.

After the effective date of these Regulations, any newly established company shall not be allowed to conduct business activities in
the name of a company, should the company have not been approved to be registered by the company registration authority.

Article 4

The administrations for industry and commerce shall be the company registration authorities.

The lower-level company registration authority shall function the registration of company under the supervision of higher-level company
registration authority.

Company registration authority shall perform duties in accordance with the law and free from unlawful interference.

Article 5

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

Chapter II Jurisdiction of Registration

Article 6

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

(1)

A company limited by shares whose establishment was approved by a department authorized by the State Council;

(2)

A company invested under authorization by the State Council;

(3)

A limited liability company invested and established by the State Council’s authorized investment organ(s) or department(s) jointly
or solely;

(4)

A foreign investment limited liability company established; or

(5)

Other companies subject to registration by the State Administration for Industry and Commerce in accordance with laws of the State
or regulations of the State Council.

Article 7

The administrations for industry and commerce of the provinces, autonomous regions and municipalities directly under the Central Government
shall be responsible for the registration of the following categories of company within their jurisdiction areas:

(1)

A company limited by shares whose establishment was approved by the people’s government of the province, autonomous region or municipality
directly under the Central Government;

(2)

A company invested under authorization by the people’s government of the province, autonomous region or municipality directly under
the Central Government;

(3)

A limited liability company invested and established by the State Council’s authorized investment organ(s) or department(s) jointly
with other investor(s);

(4)

A limited liability company invested and established solely or jointly by authorized investment organ(s) or department(s) of the people’s
government of the province, autonomous region or municipality directly under the Central Government; or

(5)

A company entrusted registering by the State Administration for Industry and Commerce.

Article 8

The administrations for industry and commerce of the city and county shall be responsible for the registration of company other than
those listed in Article 6 and 7 of these Regulations. Specific jurisdiction of registration shall be regulated by the administration
for industry and commerce of the province, autonomous region or municipality directly under the Central Government.

Chapter III Items for Registration

Article 9

The items for registration of company shall include its post_title, domicile, legal representative, registered capital, enterprise type,
scope of business, duration of operations and names or post_titles of the shareholders of a limited liability company, or the promoters
of a company limited by shares.

Article 10

The items for registration of a company shall be in compliance with the provisions of laws and administrative regulations. Items which
are not in compliance with the provisions of laws and administrative regulations shall not be accepted for registration by the company
registration authority.

Article 11

A company post_title shall be in compliance with the relevant stipulations of the State. A company shall be permitted to use only one post_title.
A company post_title which has been approved and registered by company registration authority shall be protected by the law.

Article 12

A company’s domicile shall be at the place of its head office. A company registered by company registration authority shall have only
one domicile. A company’s domicile shall be situated within the jurisdiction area of the company registration authority.

Article 13

Except for other provisions stipulated by laws and administrative regulations, a company’s registered capital shall be shown in Renminbi.

Chapter IV Registration of Establishment

Article 14

In order to establish a company, an application for registering the post_title of the company shall be submitted for pre-approval.

In case that the establishment of a company, or the projects of a company’s business scope shall be reported for examination and approval
as stipulated in laws and regulations, the company shall complete its post_title pre-approval procedure before the aforesaid examination
and approval. The post_title approved by company registration authority shall be adopted for the aforesaid examination and approval.

Article 15

The application for pre-approval of a post_title of the limited liability company shall be submitted by a designated representative or
an agent entrusted by the shareholders to the company registration authority. The application for pre-approval of a post_title of the
company limited by shares shall be submitted by a designated representative or an agent entrusted by the promoters to the company
registration authority.

To apply for pre-approval of a company post_title, the following documents shall be submitted:

(1)

A written application for pre-approval of the company post_title signed by the shareholders of the limited liability company or the promoters
of the company limited by shares;

(2)

Qualification certificates of the legal person status of the shareholders or promoters; or the identification of a natural person;

(3)

Other documents required for submission by the company registration authority.

Company registration authority shall, within 10 days after receiving the documents listed in the preceding paragraph of this Article,
make a decision on the approval or rejection of the application. If an application for registering the post_title of a company is approved
by company registration authority, a “Notice of Pre-approval of Enterprise post_title” shall be issued.

Article 16

The reservation period of the pre-approved company post_title shall be 6 months. Within the reservation period, the pre-approved company
post_title shall not be used for business, neither transferred.

Article 17

In order to establish a limited liability company, an application for registering the establishment of the company shall be submitted
to company registration authority by a designated representative or an agent entrusted by shareholders. In order to establish a solely
State company, the State authorized investment organ or the State authorized department shall be the applicant for registration of
the establishment of the company. In case that the establishment of a limited liability company shall be reported for examination
and approval as stipulated by laws and regulations, an application for registering the establishment of the company shall, within
90 days after the aforesaid approval of the report, be submitted to company registration authority. In case that the establishment
application exceeds the prescribed time limit, the applicant shall report to the examining and approving authority again for confirming
the validity of the original document of approval, or shall re-report for approval of the establishment of the company.

To apply for the establishment of a limited liability company, the following documents shall be submitted to company registration
authority:

(1)

A written application for registering the establishment of the company signed by the chairman of the board of directors of the company;

(2)

Certificates of the representative or agent designated or entrusted by all of the shareholders;

(3)

The company’s articles of association;

(4)

Capital verification certificate issued by a legally qualified capital verification organization;

(5)

Qualification certificates of the legal person status of the shareholders or the identification of a natural person;

(6)

A document specifying the names and addresses of the company’s directors, supervisors and managers, and the certifications of their
corresponding appointment, election or employment;

(7)

Appointment documents and identification certificates of the company’s legal representative;

(8)

A “Notice of Pre-approval of the Enterprise post_title”;

(9)

Certification of the company’s domicile.

In case that the establishment of a limited liability company shall be reported for examination and approval as stipulated by laws
and regulations, a document of the aforesaid approval shall also be submitted.

Article 18

In order to establish a company limited by shares, an application for registering the establishment of the company shall be submitted
to company registration authority by the board of the directors within 30 days after the end of the founding meeting.

To establish a company limited by shares, the following documents shall be submitted to company registration authority:

(1)

A written application for registering the establishment of the company signed by the chairman of the directors￿￿ board of the company;

(2)

A document of approval issued by the State Council’s authorized department or by the people’s government of the province, autonomous
region or municipality directly under the Central Government. A document of approval issued by the securities management department
of the State Council shall also be submitted if a company limited by shares is established by share floating;

(3)

Minutes of the founding meeting;

(4)

The company’s articles of association;

(5)

Financial audit report for the preparation of the company;

(6)

Capital verification certificate issued by a legally qualified verification organization;

(7)

Qualification certificates of legal person status of the promoters or the identification of a natural person;

(8)

A document specifying the names and addresses of the company’s directors, supervisors and managers, and certificates of their corresponding
appointment, election or employment;

(9)

Appointment documents and identification certificates of the company’s legal representative;

(10)

A “Notice of Pre-approval of the Enterprise post_title”;

(11)

Certification of the company’s domicile.

Article 19

In case that there are projects within the scope of business operations of a company which shall be reported for examination and approval
as stipulated by laws and regulations, such projects shall be submitted to the relevant State department for examination and approval
before applying for registering the establishment of the company. And the document of approval issued by the relevant State department
shall be submitted to company registration authority.

Article 20

Should a company’s articles of association contain provisions in violation of laws and regulations, the company registration authority
shall have the power to demand the company to make corresponding corrections.

Article 21

A certification of a company’s domicile means a document which is capable to prove the company enjoying the right of use the domicile.

Article 22

A company is established in condition that the establishment registration approval is made and a Corporate Business License is issued
by company registration authority. A company may open a bank account, engrave company seal and apply for tax registration based upon
the Corporate Business License issued by company registration authority.

Chapter V Registration of Alteration

Article 23

In the event of altering registered items, the company shall apply to the original company registration authority for the registration
of alteration.

A company shall not be permitted to alter registered items without the approval of the registration of alteration.

Article 24

To apply for alteration of registration; the company shall submit the following documents to the company registration authority:

(1)

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

(2)

The resolution or decision on the alteration made in accordance with the provisions of the Company Law;

(3)

Other documents required for submission by the company registration authority.

In case that the alteration of registered items of a company involves amending the articles of association, the amended version of
its articles of association or the amendment of its articles of association shall also be submitted.

Article 25

In the event of altering post_title, the company shall, within 30 days after the resolution or decision on alteration being made, apply
for registration of alteration.

Article 26

In the event of altering domicile, the company shall apply for registration of alteration before moving to new domicile and shall
submit a certificate for use of the new domicile.

In case that the alteration of a company’s domicile involves trans-regional jurisdiction of the company registration authorities,
the company shall apply to the company registration authority at the place of the new domicile for the alteration of registration
before moving to the new domicile; in case that the application is accepted by the company registration authority at the place of
the new domicile, the original company registration authority shall transfer registration files of the company to the new company
registration authority.

Article 27

In the event of changing legal representative, the company shall, within 30 days after the resolution or decision on the change being
made, apply for registration of the change.

Article 28

In the event of altering registered capital, the company shall submit the capital verification certificate issued by a legally qualified
capital verification organization.

In case that the company adds its registered capital, an application for registration of alteration shall be submitted within 30 days
after the full payment of the share capital. In case that the company limited by shares adds its registered capital, an approval
document issued by a State Council authorized department or by a people’s government of the province, autonomous region or municipality
directly under the Central Government shall be submitted. In case that the registered capital is added by floating share, an approval
document issued by the securities management department of the State Council shall also be submitted.

In case that the company reduces its registered capital, an application for registering the alteration shall be submitted within 90
days after the resolution or decision on the reduction of registered capital being made, together with the document to certify that
a public announcement on the reduction of registered capital has been published at least three times in the newspaper, and an illustration
report on the company’s debt clearance or debt repayment guarantee.

Article 29

In the event of changing the scope of business operations, the company shall, within 30 days after the resolution or decision on the
change being made, apply for registration of alteration; in case that the change involves projects which shall be reported for examination
and approval as stipulated by laws and regulations, an application for registration of alteration shall be submitted within 30 days
after the date of approval of the report by the relevant State department.

Article 30

In the event of changing company’s type, the company shall, in accordance with the requirements for establishing the intended type
of company, apply to the company registration authority for registration of alteration within the prescribed time limit and submit
relevant documents.

Article 31

In the event of changing shareholders of a limited liability company, the company shall apply for registration of alteration within
30 days after the date of the change of the shareholders occurring, and shall provide qualification certificates of legal person
status of the new shareholders or the identification of a natural person.

In case that the shareholder of a limited liability company or the promoters of a company limited by shares changes name(s) or post_title(s),
an application for registering such change(s) shall be submitted within 30 days after the date of the change of the name or post_title.

Article 32

In case that the amended articles of association of a company does not involve the registered items, the company shall submit the
amended articles of association or the amendment to the original company registration authority for the record.

Article 33

In case that a company changes its directors, supervisors or managers, the changes shall be reported to the original company registration
authority for the record.

Article 34

In case that an existing company arise registered items changes due to coalescent or dividing, the company shall apply for registration
of alteration; a company, dissolved due to coalescent or dividing, shall apply for registration of cancellation; a company, newly
established due to coalescent or dividing, shall apply for registration of establishment.

In case that the merging or dividing of a company occurs, the company shall apply for registration within 90 days after the resolution
or decision on the coalescent or dividing being made, submit the merger agreement or the resolution or decision on the coalescent
or dividing, together with certification of public announcement in the newspaper at least three times concerning the coalescent or
dividing of the company, and an illustration report of its debt clearance or debt repayment guarantee. In case that the merging or
dividing of a company limited by shares occurs, a document of approval issued by the State Council authorized department or the people’s
government of the province, autonomous region or municipality directly under the Central Government shall also be submitted.

Article 35

In case that the alteration of the registered items involves in the items specified in a Corporate Business License, the original
Corporate Business License should be replaced with a new one by the company registration authority.

Chapter VI Registration of Cancellation

Article 36

The liquidation organization of a company shall apply to the original company registration authority for registration of cancellation
within 30 days after the conclusion of liquidation in any of the following circumstances:

(1)

A company is declared bankrupt in accordance with the law;

(2)

The expiry of a company’s term of operation in accordance with the articles of association, or the occurrence of other reason(s) for
dissolution of the company as stipulated in articles of association;

(3)

Shareholders meeting decide to dissolve the company;

(4)

A company is dissolved as a result of coalescent or dividing;

(5)

A company is ordered to close down in accordance with the law.

Article 37

In case that a company applies for registration of cancellation; the following documents shall be submitted:

(1)

A written application for registration of cancellation signed by the person in charge of the company liquidation organization;

(2)

A ruling of a court on the bankruptcy, a resolution or decision made by the company in accordance with the provisions of the Company
Law or a document issued by an administrative organ ordering the company to close down;

(3)

A liquidation report confirmed by the shareholders’ meeting or relevant body;

(4)

The Corporate Business License;

(5)

Other documents as required for submission by laws and regulations.

Article 38

Company terminates in consequence of the approval of the registration of cancellation by the company registration authority.

Chapter VII Registration of Branch Companies

Article 39

A branch company means an organization established by a company to engage in business operations outside its domicile. A branch company
shall not have legal person status.

Article 40

In the event of establishing a branch, the company shall apply for registration to the city or county company registration authority
in the place where the branch is located. A “Business License” shall be issued in case the application for registration is approved.

Article 41

Registration items of a branch company shall include its post_title, business domicile, manager in charge and scope of business operations.

The post_title of a branch company shall be in compliance with relevant State regulations.

The scope of business operations of a branch company shall not exceed the scope of business operations of its company.

Article 42

In the event of establishing a branch, the company shall apply for registration to the company registration authority within 30 days
after the decision being made; should laws and regulations stipulate that the establishment of a branch company shall be reported
for approval to the relevant department, the registration application shall be submitted to the company registration authority within
30 days after the date of approval of the aforesaid report.

To establish a branch company, the following documents shall be submitted to the company registration authority:

(1)

A written application for registration of establishment of a branch signed by the legal representative of the company;

(2)

The articles of association and a copy of the company’s Corporate Business License affixed with the seal of the company registration
authority;

(3)

A certificate for use of business domicile;

(4)

Other documents as required for submission by the company registration authority.

Article 43

In the event of altering the branch company’s registered items, the company shall apply for registration of alteration to the company
registration authority.

To apply for registration of alteration, a written application for registration of alteration signed by the legal representative of
the company shall be submitted. In case that the post_title of a branch is changed due to the change of post_title of the company, a copy of
the Corporate Business License of the company shall be submitted. In case that a change of scope of business operations involves
projects which shall be reported for approval as stipulated by laws and regulations, a document of the approval of aforesaid report
issued by the relevant department shall also be submitted. In case that the business domicile is changed, a certification for use
of the new business domicile shall be submitted.

The original “Business License” shall be replaced with a new one if the application for registration of alteration is approved by
the company registration authority.

Article 44

In the event of closing down a branch, the company shall apply for registration of cancellation of that branch to the company registration
authority which is in charge of that branch within 30 days of the decision being made. In applying for the registration of cancellation
of a branch, a written application for registration of cancellation signed by the legal representative of the company and the “Business
License” of the branch shall be submitted. The “Business License” of a branch shall be taken over by the company registration authority
after the application for registration of cancellation being approved.

Chapter VIII Procedures for Registration

Article 45

A “Notice of Acceptance of Company Registration” shall be issued by company registration authority after receiving all of the documents
stipulated in these Regulations from the applicant.

Company registration authority shall, within 30 days after issuing a “Notice of Acceptance of Company Registration”, make a decision
on approval or rejection of registration.

If an application for registration is approved by company registration authority, the applicant shall be notified within 15 days after
the approval decision being made, and a “Corporate Business License” or “Business License” shall be issued, replaced or taken over.

If an application for registration is rejected by company registration authority, the applicant shall be notified within 15 days after
the decision being made and a “Notice of Rejection of Company Registration” shall be issued.

Article 46

For registering the establishment or alteration, the company shall pay registration fees to the company registration authority pursuant
to stipulations.

To apply for a Corporate Business License, the registration fees of establishment shall be paid at the ratio of 0.1% of the total
amount of registered capital; in case that the registered capital is in excess of RMB 10 million(10,000,000) Yuan, the excess amount
shall be paid at the ratio of 0.05% of that excess amount; in case that the registered capital is in excess of RMB 100 million(100,000,000)
Yuan, no further registration fees shall be required on the excess amount.

To apply for a Business License, the registration fees of establishment shall be RMB 300 Yuan.

To alter registered items, the fees for registration of alteration shall be RMB 100 Yuan.

Article 47

Company registration authority shall record the approved registration items of the company in the Company Register that shall be accessible
to the social public for consulting and copying. To consult or copy the registered items of company, consulting fee or copying fee
shall be paid pursuant to stipulations.

Article 48

Within 30 days after the date of the approval of the registration of establishment, alteration or cancellation, the company limited
by shares shall make a public announcement stating the registration of establishment, alteration, or cancellation and the public
announcement shall be submitted to the company registration authority for the record within 30 days after the public announcement
being made. The contents of the public announcement stating the registration of establishment, alteration or cancellation shall be
the same as those contents approved and registered by the company registration authority; in case these contents disaccord, the company
registration authority shall have the power to request the company to make corresponding corrections.

A public announcement on the revocation of Corporate Business License or Business License shall be made by the company registration
authority.

Chapter IX Annual Reviews

Article 49

Company registration authority shall undertake annual reviews of companies during the period from January 1 to April 30 each year.

Article 50

Company shall, in accordance with the requirements of the company registration authority, accept the annual review within the prescribed
period of time, and submit annual review report, annual balance sheet, profit and loss statement and a duplicate copy of Corporate
Business License.

In case that the company has established branch(es), the relevant information about the branch(es) shall be clearly shown in the annual
review materials submitted and the copy(ies) of the Business License(s) of the branch(es) shall also be submitted.

Article 51

Company registration authority shall examine the relevant information concerning the registered items based on the annual review materials
submitted by the company so as to verify the company’s qualifications of continuation of business operations.

Article 52

Company shall pay an annual review fee to the company registration authority. The annual review fee shall be RMB 50 Yuan.

Chapter X Administration of Licenses and Archives

Article 53

Corporate Business License or Business License shall include the original and duplicate copies that shall have equal legal effect.

The original copy of “Corporate Business License” or “Business License” shall be placed in an eye-catching position at the domicile
of the company or the business site of the branch.

Company may, in accordance with operational needs, apply to the company registration authority for the issue of several duplicate
copies of business license.

Article 54

No unit or individual shall be allowed to forge, alter, lease, lend or transfer business license.

In case that the business license is lost or destroyed, the company shall apply for the replacement, and make an announcement declaring
the invalidity of the business license in the newspapers or journals designated by the company registration authority.

In case that a company requires affixing the company registration authority’s seal onto the copy(ies) of its business license for
the purpose of submission of its copy(ies) to relevant units in accordance with relevant regulations, the company registration authority
may affix its seal as required.

Article 55

Company registration authority may temporarily detain the business license of a company in need of authentication. The period of retention
shall not exceed 10 days.

Article 56

The borrowing, copying, carrying or duplicating of archived materials related to company registration shall be conducted within the
prescribed limits of authority and procedure pursuant to stipulations.

No unit or individual shall be allowed to modify, alter, make additions to or damage archived company materials.

Article 57

The form of the original and duplicate copy of business license and the format of important documents or tables relating to company
registration shall be uniformly for

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