Procedures of Application for the Establishment of Chinese-Foreign Equity JV and Chinese-Foreign Contractual JV

I.Application for projects of US$5,000,000 or less 1.The Chinese joint venturer shall prepare a project proposal (legal certification and credit certification of the Parties to the joint venture to be attached therewith) for submission to the department in charge for project registration.

2.The Parties to the joint venture shall prepare a feasibility study for submission to the department in charge for approval.

3.The Parties to the joint venture shall,negotiate,prepare and sign a Contract and the Articles of Association (names of members of the board of directors and letters of nomination for the directors from the Parties to the joint venture to be attached therewith) for submission to the department in charge for approval.

4.Apply to the Municipal Commission of Foreign Economic Relations and Trade for The Certificate of Approval on presentation of the approval of the department in charge for the Contract and the Articles of Association together with the Application Form for the Certificate of Approval and the Form for Record with the said Commission.

5.Register with the administrative department for industry and commerce of the District or County Wherein located.

II.Application for Projects over US$5,000,000 and under US$30,000,000.

1.The Chinese joint venturer shall prepare a project proposal for submission to the department in charge (legal certification and credit certification of the Parties to the joint venture to be attached therewith) for project registration.The department in charge shall forward the proposal to the Municipal Planning Commission for approval.

2.The Parties to the joint venture shall prepare a feasibility study for submission through the department in charge to the Municipal Planning Commission for approval.

3.The Parties to the joint venture shall negotiate,prepare and sign a Contract and the Articles of Association for submission through the department in charge to the Municipal Commission of Foreign Economic Relations and Trade for approval (names of members of the board of directors and letters of nomination for the directors from the Parties to the joint venture as well as complete sets of documents of application and their approval referred to under the preceding 2 items to be attached therewith).The Municipal Commission of Foreign Economic relations and Trade shall issue a Certificate of Approval to the enterprise so approved.

4.Register with the municipal administrative department for industry and commerce.

III.Application for Projects of US$30,000,000 or over.

1.The Chinese joint venturer shall prepare a project proposal for submission (legal certification and dredit certification of the Parties to the joint venture to be attached therewith) through the department in charge to the Municipal Planning Commission and other relevant departments of the Municipal Government who shall forward the proposal to the State Council for approval.

2.The Parties to the joint venture shall prepare a feasibility for submission through the department in charge and the authorities at various levels to the department concerned under the State Council for approval.

3.The Parties to the joint venture shall negotiate,Prepare and sign a Contract and the Articles of Association for submission through the department in charge and the authorities at various levels to the department concerned under the State Council for approval (names of members of the board of directors and letters of nomination for the directors from the Parties to the joint venture as well as complete sets of documents of application and approval referred to under the preceding 2 items to be attached therewith). The department concerned under the State Council shall issue a Certificate of Approval to the enterprise so approved.

4. Register with the administrative department for industry and commerce of the Central Government.