(Promulgated on April 4, 1995)

(Promulgated on April 4, 1995) Whole document Provisional Regulations of the Ministry of Foreign Trade and Economic Cooperation on the Establishment of Investment Companies by Foreign Investors (Promulgated on April 4, 1995) In order to promote foreign investment in China and to introduce foreign advanced technology and managerial expertise, foreign investors are permitted to establish investment companies (hereinafter referred to as "investment company") in China in accordance with the Chinese laws and regulations governing foreign investment and these Regulations.

Article 1 For the purpose of these Regulations, the term "Investment Company" means a company that is engaged in direct investment and established by foreign investors in China in the form of either a wholly foreign owned enterprise or an equity joint venture with Chinese investors. The investment company shall take the form of a limited liability company.

Article 2 To apply for approval to establish an investment company, the following conditions shall be fulfilled: (1) (a) the foreign investor having a good credit and the economic strength necessary for the establishment of an investment company; the total amount of the investor's assets during the year preceding the application being no be less than US $ 400 million, and the investor having already established foreign-invested enterprise (s) within the territory of China; and the amount of the investor's actually paid-in capital contribution to the registered capital thereof exceeding US $ 10 million. Furthermore, more than three project proposals of the investor's intended investment projects have been approved; or (b) the foreign investor having a good credit and the economic strength necessary for the establishment of an investment company; the investor have already established more than 10 foreign-invested enterprises in the people's Republic of China which are engaged in production or infrastructure construction, and the total amount of the investor's actually paid-in capital contribution to the registered capital thereof exceeding US $ 30 million.

(2) In case the investment company is to be established in the form of an Chinese-foreign equity joint venture, the Chinese investor shall have good creditability and the economic strength necessary for the establishment of such company, and the total amount of the Chinese investor's assets shall not be less than CNY100 million. and (3)the registered capital of the investment company being not be less than US $ 30 million.

Article 3 To apply for the establishment of an investment company, the investor shall submit the following documents to the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as "MOFTEC") for examination and approval after the examination and consent obtained from the foreign trade and economic cooperation authorities of the related province, autonomous region, municipalities directly under the Central Government or the municipalities specifically listed in the State economic plan in which the investment company is to be located: (1) If an investment company is to be established in the form of an equity joint venture: the project proposal for the establishment of the investment company, and the feasibility study, contract and articles of association signed jointly by the parties to the investment company; or If an investment company is to be established in the form of a wholly foreign-owned enterprise: the project proposal, the wholly foreign-owned enterprise application form, the feasibility study and articles of association signed by the foreign investor.

(2) the creditability certificate for each investing party, the registration certificate (duplicate) and the legal representative certificate (duplicate); (3)the approval certificate (s) (duplicate) for the enterprise (s) already invested by the foreign investor, the business license (s) (duplicate) and the capital verification report (duplicate) issued by certified public accountants registered in China; (4)the balance sheet of each investing party for the previous 3 years; and (5)other documents as required by MOFTEC.

All of the aforesaid documents shall be in the original except those specified as duplicate.

In case the documents are to be signed by a non-legal representative, a power of attorney issued by the legal representative shall be submitted.

In case the investor entrusts a lawfully established intermediary for the application formalities, a power of attorney signed by the legal representative of the investor shall be submitted.

Article 4 The foreign investor shall make its capital contribution to the registered capital of the investment company in a freely convertible currency. The Chinese investor may make its capital contribution in Renminbi. All the capital contribution shall be paid in full within 2 years after the date of issuance of the business license.

Article 5 An investment company, upon approval, may be engaged in part or all of the following business: (1)To invest in fields such as industry, agriculture, infrastructure, energy, etc., to the extent that foreign investment is encouraged or permitted by the State; (2)With written entrustment by enterprises with its investment (with the unanimous approval by the board of directors), an investment company may provide the following services for such enterprises: (a)to assist, or act as agent for such enterprises in purchasing domestically or overseas the machinery, equipment and office appliances for their own use, and raw materials, components, and parts as being used by the enterprises for their own production purpose, as well as to distribute at both domestic and international markets the products produced by the enterprises with its investment, and to provide after-sales services; (b)to balance foreign exchange revenue and expenditure among the enterprises with its investment with the consent and under the supervision of the foreign exchange administration authorities; (c)to assist the enterprises with its investment in the recruitment and employment of personnel and to provide technical training, market development and consulting; and (d) to assist the enterprises with its investment to seek loans and to provide guarantees. and (3)An investment company may provide consulting services for its investors.

Article 6 For the purpose of Item 2, Article 5 of these regulations, enterprises with investment from the investment company mean: (1)the enterprises in which an investment company invests directly or jointly with other foreign investors and/ or Chinese investors, and the capital contribution of the investment company or of the investment company together with other foreign investors, accounts for more than twenty-five per cent of the registered capital of such enterprises already established; and (2)the enterprises already established within the territory of China in which the capital contribution of the investment company and other foreign investors account for more than twenty-five per cent of the registered capital of such an enterprise as a result of purchasing part or all of the shares from its investors, or its affiliated companies or other foreign investors.

Unless otherwise specifically approved by MOFTEC, an investment company can only provide services specified in Item 2, Article 5 hereof for the enterprises with its investment as described above.

An investment company shall not be engaged in intermediary business service related to trade in China on behalf of its investor(s).

Article 7 Upon the approval by the People's Bank of China, an investment company may provide financial support for the enterprises with its investment.

Article 8 The term of operation of an investment company shall be examined and approved in accordance with the relevant state regulations on the term of operation of foreign-invested enterprises and on the basis of the nature of the projects intended to be established by the Investment Company.

Article 9 The establishment of an enterprise in which an investment company invests shall be separately submitted for approval in accordance with the limits of approval authorization and the approval procedures for the examination and approval of foreign-invested enterprises.

Article 10 An enterprise established by an investment company whose foreign exchange investment solely made or together with other foreign investors is not less than twenty-five per cent of the registered capital of the enterprise shall enjoy the treatment of a foreign-invested enterprise, and be issued a foreign-invested enterprise approval certificate and foreign-invested enterprise business license.

Article 11 A foreign investor, fulfilling the conditions specified in Article 2 Item 1 (a), may contribute capital to and establish an investment company in the name of its wholly-owned subsidiary.

Article 12 An investor that applies for approval to establish an investment company shall submit a guarantee letter to the examination and approval authorities in which it guarantees the capital contribution to the registered capital and technology transfer by the investment company to the enterprise(s) to be established when such investment company invests within the territory of China.

In case an investment company is established in the name of its wholly-owned subsidiary, the parent company shall provide such a guarantee letter to the examination and approval authorities in which it guarantees the capital contribution to the registered capital of the investment company to be established by its subsidiary in accordance with the conditions as approved by the examination and approval authorities, as well as the capital contribution by the investment company to the registered capital of and the technology transfer to the enterprise (s) to be established when it invests within the territory of China.

Article 13 The investment activities by an investment company within the territory of China shall not be limited to the place of its registration.

Article 14 Matters concerning the taxation of an investment company shall be handled in accordance with the relevant laws and regulations of China.

Article 15 An Investment Company shall actually implement its project investment plan, and its investment situation of the previous year shall be filed with MOFTEC within the first 3 months of each year.

Article 16 An investment company and the enterprises established with its investment shall be legal persons or entities independent of each other.

Their business transactions shall be dealt with as normal business transaction between independent enterprises.

Article 17 An investment company as well as the enterprises established with its investment shall abide by the laws and regulations of China, and shall not escape from being administrated and evade paying taxes by any means.

Article 18 These Regulations are applicable as a measure of reference to investors from the regions of Taiwan, Hong Kong and Macao carrying out investment and establishing investment companies in the mainland.

Article 19 The interpretation of these Regulations shall be vested in the Ministry of Foreign Trade and Economic Cooperation.

Article 20 These Regulations shall be implemented as of the date of their promulgation.

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hed within the territory of China in which the capital contribution of the investment company and other foreign investors account for more than twenty-five per cent of the registered capital of such an enterprise as a result of purchasing part or all of the shares from its investors, or its affiliated companies or other foreign investors.

Unless otherwise specifically approved by MOFTEC, an investment company can only provide services specified in Item 2, Article 5 hereof for the enterprises with its investment as described above.

An investment company shall not be engaged in intermediary business service related to trade in China on behalf of its investor(s).

Article 7 Upon the approval by the People's Bank of China, an investment company may provide financial support for the enterprises with its investment.

Article 8 The term of operation of an investment company shall be examined and approved in accordance with the relevant state regulations on the term of operation of foreign-invested enterprises and on the basis of the nature of the projects intended to be established by the Investment Company.

Article 9 The establishment of an enterprise in which an investment company invests shall be separately submitted for approval in accordance with the limits of approval authorization and the approval procedures for the examination and approval of foreign-invested enterprises.

Article 10 An enterprise established by an investment company whose foreign exchange investment solely made or together with other foreign investors is not less than twenty-five per cent of the registered capital of the enterprise shall enjoy the treatment of a foreign-invested enterprise, and be issued a foreign-invested enterprise approval certificate and foreign-invested enterprise business license.

Article 11 A foreign investor, fulfilling the conditions specified in Article 2 Item 1 (a), may contribute capital to and establish an investment company in the name of its wholly-owned subsidiary.

Article 12 An investor that applies for approval to establish an investment company shall submit a guarantee letter to the examination and approval authorities in which it guarantees the capital contribution to the registered capital and technology transfer by the investment company to the enterprise(s) to be established when such investment company invests within the territory of China.

In case an investment company is established in the name of its wholly-owned subsidiary, the parent company shall provide such a guarantee letter to the examination and approval authorities in which it guarantees the capital contribution to the registered capital of the investment company to be established by its subsidiary in accordance with the conditions as approved by the examination and approval authorities, as well as the capital contribution by the investment company to the registered capital of and the technology transfer to the enterprise (s) to be established when it invests within the territory of China.

Article 13 The investment activities by an investment company within the territory of China shall not be limited to the place of its registration.

Article 14 Matters concerning the taxation of an investment company shall be handled in accordance with the relevant laws and regulations of China.

Article 15 An Investment Company shall actually implement its project investment plan, and its investment situation of the previous year shall be filed with MOFTEC within the first 3 months of each year.

Article 16 An investment company and the enterprises established with its investment shall be legal persons or entities independent of each other.

Their business transactions shall be dealt with as normal business transaction between independent enterprises.

Article 17 An investment company as well as the enterprises established with its investment shall abide by the laws and regulations of China, and shall not escape from being administrated and evade paying taxes by any means.

Article 18 These Regulations are applicable as a measure of reference to investors from the regions of Taiwan, Hong Kong and Macao carrying out investment and establishing investment companies in the mainland.

Article 19 The interpretation of these Regulations shall be vested in the Ministry of Foreign Trade and Economic Cooperation.

Article 20 These Regulations shall be implemented as of the date of their promulgation.