Decree of the State Administration for Industry and Commerce

No. 47

The Administrative Provisions on the Registration of Foreign-Funded Partnership Enterprises has been adopted by deliberation at the executive meeting of the State Administration for Industry and Commerce of the People’s Republic of China and hereby promulgated, which shall enter into effect as of March 1, 2010.

State Administration for Industry and Commerce

January 29, 2010

Administrative Provisions on the Registration of Foreign-Funded Partnership Enterprises

Chapter I General Provisions

Chapter II Establishment Registration

Chapter III Modification Registration

Chapter IV Registration of Cancellation

Chapter V Registration of Branches

Chapter VI Registration Procedures

Chapter VII Annual Inspection and Administration over Certificates

Chapter VIII Legal Liabilities

Chapter IX Supplementary Provisions

Chapter I General Provisions

Article 1 For the purpose of regulating the establishment of partnership enterprises by foreign enterprises or individuals, facilitating foreign enterprises or individuals to invest in China in the form of partnership and expanding foreign economic cooperation and technical exchanges, the Provisions shall, pursuant to the Partnership Business Law of the People’s Republic of China (hereinafter referred to as Partnership Business Law), the Administrative Measures for the Establishment of Partnership Enterprises within China by Foreign Enterprises or Individuals and the Administrative Measures for the Registration of Partnership Enterprises of the People’s Republic of China (hereinafter referred to as Administrative Measures for the Registration of Partnership Enterprises), be formulated.

Article 2 Foreign-funded partnership enterprise herein refers to the partnership enterprise established by 2 or more foreign enterprises or individuals in China as well as the one established by foreign enterprise or individual and Chinese natural person, legal person or other organizations in China.

The registration of establishment, alteration and annulment of foreign-funded partnership enterprises shall be subject to the Provisions.

In case applying for handling the registration of foreign-funded partnership enterprise, an applicant should be responsible for the authenticity of application materials.

Article 3 Foreign-funded partnership enterprises should comply with the Partnership Business Law and other relevant laws, administrative regulations and rules, and be line with the policies for foreign-invested industries.

China encourages foreign enterprises or individuals with advanced technologies and administration experience to establish partnership enterprises in China to boost the development of the modern service industry and other industries.

The projects belonging to the prohibited category, marked “limited to joint venture”, “limited to cooperation”, “limited to joint venture and cooperation”, “controlling shares at the Chinese side” and “relatively controlling shares at the Chinese side” and requiring proportion of foreign capital shall not be established as foreign-funded partnership enterprises.

Article 4 Foreign-funded partnership enterprises shall not engage in business unless they have been registered by law and acquired the business license of foreign-funded partnership enterprise.

Article 5 The State Administration for Industry and Commerce shall be in charge of the administration on registration of the foreign-funded partnership enterprises.

The State Administration for Industry and Commerce shall confer the right of check and approval of the registration of foreign-funded enterprises to the local industrial and commercial administrations (hereinafter referred to as enterprise registration organ) to take the responsibility of administration on the registration of foreign-funded partnership enterprises within their jurisdiction.

The industrial and commercial administrations of provinces, autonomous areas, municipalities directly under the Central Government, separately planned municipalities and sub-provincial cities shall be responsible for the administration on the registration of foreign-funded partnership enterprises with investment as main business.