INTERIM PROVISIONS ON REGISTRATION ADMINISTRATION OF REGISTERED CAPITAL OF COMPANIES

The State Administration for Industry and Commerce

Interim Provisions on Registration Administration of Registered Capital of Companies

Decree [1995] No.44 of the State Administration for Industry and Commerce

December 18, 1995

Article 1

These Provisions are formulated for the purpose of strengthening registration administration of the registered capital of the company,
standardizing acts of company registration and in accordance with the Company Law of the People’s Republic of China(hereinafter referred
to as the Company Law)and the stipulations of other relevant laws and administrative regulations.

Article 2

The company registration authority shall administer registration of the registered capital of the company in accordance with law.

The company registration authority shall examine the registered capital of the company in accordance with law, administrative regulations,
rules of the State and the articles of association of the company, approve those conforming to law, administrative regulations, rules
and disapprove those failing to conform to law, administrative regulations, rules.

Article 3

The amount of the registered capital of the company, the method of capital contribution by shareholders or sponsors shall conform
to the stipulations of law, administrative regulations.

Article 4

The capital verification certificate submitted by a company in incorporation registration of the company or changing the registered
capital must be issued by a certified public accountant firm or an auditor firm registered with the organ for administration for
industry and commerce. The capital verification certificate issued by a certified public accountant firm or an auditor firm shall
conform to the Company Law and the stipulations of other relevant laws, administrative regulations and rules.

Article 5

The capital verification certificate is composed of a capital verification report and appendices. The capital verification report
shall clearly express the contents verified in a word report form. The capital verification report must be signed or sealed by certified
public accountants, and sealed by a certified public accountant firm or an auditor firm and shall be valid.

Article 6

Where undertaking incorporation registration or changing the registered capital of the company, an application shall be proposed to
the company registration authority within 90 days from the date of issuing the capital verification certificate by a capital verification
institution.

Article 7

Where capital contribution in the registered capital is made in currency, shareholders shall deposit in full the amount of capital
contribution subscribed for by them into the “special account” in the bank where the newly incorporated company is located. Before
establishment of the company, any unit or individual may not use the fund in the “special account”.

Opening, cancellation of the “special account” and transference of the fund in the “special account” shall be governed by the relevant
stipulations of the People’s Bank of China.

Article 8

Where capital contribution in the registered capital is made in material objects, the method and time limit for transferring material
objects and other items shall be specified in the articles of association of the company.

Where for those of the material objects the procedures for registration of the change in ownership of the objects must be undertaken,
the company shall undertake the procedures for registration of the change in ownership of the objects within half a year after the
establishment of the said company, and report it to the company registration authority for the record.

Article 9

Where capital contribution in the registered capital is made in industrial property rights, the transferring registration of industrial
property rights shall be specified in the articles of association of the company.

Where capital contribution is made in patent and patentees are units of ownership by the whole people, the transfer of patent rights
must be approved by the competent department at the higher level; where capital contribution made in a registered trademark must
be verified by the competent trademark department, after the competent trademark department makes an examination and consents in
accordance with the relevant provisions, the capital contribution may be made.

The company shall undertake the procedures for registration of the change in ownership of the industrial property rights within half
a year after the establishment of the said company in accordance with law, and report it to the company registration authority for
the record.

Article 10

Where capital contribution in the registered capital is made in non-patented technology, the transfer of non-patented technology shall
be specified in the articles of association of the company.

Within one month after the establishment of the said company, the owner of non-patented technology shall conclude a technology transfer
contract with the transferee(the company), and report it to the company registration authority for the record.

Article 11

Where capital contribution in the registered capital is made in industrial property rights and non-patented technology and valued,
the proportion of its amount to the registered capital shall conform to the relevant provisions of the State.

Where the industrial property rights and non-patented technology belong to high and new technological achievements as provided for
by the State, they shall be appraised or determined by the science and technology department of the State or the province(ministry
or commission).

Article 12

Where capital contribution in the registered capital is made in land use rights, the transfer of land use rights shall be specified
in the articles of association of the company.

The capital contribution is made in allocated right to the use of the land, the user may use them as capital contribution only after
an application for undertaking transfer of land use rights at the land department of the people’s government of the county or city;
the land owned by collectives within the urban planning areas shall be capital contribution after first being requisitioned as the
land owned by the State; the land owned by collectives in the countryside and urban suburbs (excluding those owned by the State as
provided for by the law) may be capital contribution after be registered with and recorded by the people’s government at the county
level, which shall, upon verification, issue certificates to confirm the ownership of such land.

The company shall undertake the procedures for registration of the land change within half a year after the establishment of the said
company in accordance with law, administrative regulations, and report it to the company registration authority for the record.

Article 13

The capital contributions which must be appraised and valued as provided for by the Company Law must be appraised and valued by appraisal
institutions registered with the organ for administration for industry and commerce. Where appraisal results of the State-owned assets
must be confirmed according to law by the relevant competent administrative departments, the confirmation shall be made by the departments
specified by law, administrative regulations or rules; appraisal results of the non- State-owned assets or appraisal results of the
State-owned assets not being confirmed according to law, shall be confirmed by shareholders or sponsors, and verified by capital
verification institutions.

Article 14

A capital verification report for establishing a limited liability company shall specify the following particulars:

(1)

the name of the company;

(2)

the post_titles or names of the shareholders;

(3)

the amount and method of capital contributions by shareholders;

(4)

the depositary bank and the account No. of the special account;

(5)

the capital contributions having made by shareholders;

(6)

the appraisal results of material objects, industrial property rights, non-patented technology and land use rights as capital contributions
and the ration of industrial property rights and non-patented technology in the registered capital;

(7)

other items.

Article 15

A capital verification report for establishing a joint stock limited company shall, in addition to the particulars specified in Article
14 , specify the means of incorporation. Where incorporation by means of share offer, the shares subscribed for by the sponsors and
the said share covering the percentage in the total shares shall be specified.

Article 16

A capital verification report shall attach the following documents:

(1)

the duplicate copies of the Enterprise Legal Person Business Licences of the capital verification institutions and assets appraisal
institutions;

(2)

the registered capital input by the enterprise issued by the bank;

(3)

where making capital contributions in material objects, a detailed inventory of material objects transfer attached;

(4)

where making capital contributions in patent, the patent certificate and a duplicate of the Patent Register attached;

(5)

where making capital contributions in a registered trademark, the duplicate of the Trademark Registration Certificate attached;

(6)

where making capital contributions in land use rights, the certificate for the land use rights attached;

(7)

where making capital contributions in non-currency, the assets appraisal report and the confirmation letter for the appraisal result
or the confirmation certificate by shareholders or sponsors attached.

Article 17

A company intending to change its registered capital shall submit to the company registration authority the following documents:

(1)

the application for a change in the registered capital signed by the legal representative of the company;

(2)

the resolution of the shareholders’ meeting;

(3)

Where reducing the registered capital, the announcement for reducing the registered capital and the report for paying off the company’s
debt or debt guaranty certificate shall be submitted;

(4)

where changing the registered capital due to the merger or division of the company, the merger agreement, the division agreement or
decision, and the merger or division announcement and the certificate for paying off debt or debt guaranty shall be submitted, and
a balance sheet and a detailed inventory of assets shall be attached;

(5)

where a joint stock limited company changes its registered capital due to the merger or division, the approval documents of the department
authorized by the State Council or the people’s government at the province level shall be submitted;

(6)

where a joint stock limited company increases its registered capital due to the issuing new shares, the approval documents of the
department authorized by the State Council or the people’s government at the province level shall be submitted; where offering shares
to the general public for the subscription, the document of the securities administration of the State Council shall be submitted;

(7)

other documents as provided for by the law and administrative regulations.

Article 18

Where a company increases its registered capital and makes capital contribution in non-currency, shareholders shall, after undertaking
assets transfer procedures according to law, apply to the company registration authority for the change registration of the registered
capital.

Article 19

Where a company changes its registered capital, the part increased in the registered capital or the reduced registered capital shall
be verified by a certified public accountant firm or an auditor firm which shall issue a capital verification report.

Article 20

A capital verification report on the change in the registered capital shall specify the following particulars:

(1)

the name of the company;

(2)

the post_titles or the names of shareholders;

(3)

the amount and method of the capital contributions by shareholders;

(4)

the amount of the original registered capital;

(5)

the amount of the registered capital after applying for a change;

(6)

the capital contributions of the newly increased registered capital;

(7)

the depositary bank and the account No.;

(8)

where reducing the registered capital, the company’s debt paying off shall be specified.

Article 21

After incorporation of a limited liability company, the actual value amount of the material objects, industrial property rights, non-patented
technology, land use rights as capital contribution is apparently lower than that set in the articles of association of the company,
the difference shall be paid by the shareholders who made such capital contributions. The material objects, industrial property rights,
non-patented technology, land use rights of the original capital contribution shall be re-appraised and re-valued. The registered
capital shall be re-verified and a new capital verification report shall be issued.

Where the property transfer procedures are not undertaken because transfer registration procedures for industrial property rights
are not in conformity with the provisions of laws and regulations, the shareholders or sponsors shall make up the amount in other
contribution forms. The amount made up shall be re-verified and a new capital verification certificate shall be issued.

Article 22

The company registration authority, if finding the company’s registered Capital is untrue, may require the company to verify its capital
at the designated capital verification institution, and submit a new capital verification certificate at the specified time limit.

Article 23

The shareholders or sponsors make contributions in non-currency and fail to submit reports for the record to the company registration
authority in accordance with the provisions of Articles 8, 9 10 and 12 of these Provisions, or the particulars for the record are
not conformity with the stipulations of the articles of associations of the company shall be deemed as false capital contributions.

Article 24

Where shareholders or sponsors fail to make contributions in accordance with the stipulations of the articles of associations of the
company, or make contributions in non-currency and fail to transfer the property rights, capital verification institutions or assets
appraisal institutions issue false certification documents, the company registration authority shall impose punishments in accordance
with the provisions of laws and regulations of the State.

Article 25

These Provisions shall be applicable to the registration administration of the registered capital of the enterprise with foreign investment,
with the exception of those provided for otherwise by laws and administrative regulations.

Article 26

The registration administration of registered capital of non- enterprises owned by the whole people established in accordance with
the Regulations of the People’s Republic of China on Administration of the Registration of Enterprises As Legal Persons shall be
governed by these Provisions by reference.

Article 27

These Provisions shall enter into force as of March 1, 1996.