Procedures of Application for The Establishment of Foreign-Capital Enterprises and Enterprises with Exclusive Investment From Compatriots of Hongkong,Macao and Taiwan

Departments in charge of Foreign / Overseas-Capital Enterprises are the Governments of the Districts and Counties wherein the enterprises are located or the relevant Commissions and Bureaus (including Corporations under the direct control of the Municipal Government) having jurisdiction over the areas wherein the enterprises are located.

I . Application for Projects of US$ 5,000,000 are less

1. Foreign / Overseas investors shall fill out the Application Form and present it, together with the Articles of Association of the Company, (legal certification and credit certification of the investors to be attached therewith) to the department in charge at the intended locality of the enterprise for their reply in writing.

2. The selection of sites, formalities for the use of lana and matters pertaining to the necessary external matching conditions shall be attended to in accordance with the written reply from the department in charge. Enterprises located beyond the Outer Ring Road of the city of Tianjin shall approach the administrative department for construction of the District or County wherein the enterprise is located for the processing of such matters.

3. Apply to the department in charge for approval of the establishment of the enterprise on the strength of the documents of approval issued by the administrative department for construction.

4. Apply to the Municipal Commission of Foreign Economic Relations and Trade for the Certificate of Approval on the strength of the approval from the department in charge on the Application Form and the Articles of Association of the Company together with the Form of Application 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 the enterprise in located.

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

1. Foreign / overseas investors shall fill out the Application Form and present it, together with the Articles of Association of the Company, (legal certification and credit certification of the investors to be attached therewith) to the department in charge at the intended locality of the enterprise. The department in charge shall give a written reply accordingly.

2. The selection of sites, formalities for the use of land and matters pertaining to the necessary external matching conditions shall be attended to in accordance with the written reply from the department in charge.Enterprises located within the Outer Ring Road of the city of Tianjin shall approach the he Outer Foreign / Overseas Investment Service Centre of Tianjin and enterprises located beyond the Outer Ring Road shall approach the relevant administrative department for construction of the District or County wherein the enterprise is located for the processing of such matters.

3. Apply to the Municipal Commission of Foreign Economic Relations and Trade for approval of the establishment of the enterprise on the strength of the documents of approval from the adttiinistrative department for construction as well as complete sets of documents of approval and the written reply from the department in charge referred to under the preceding 2 items.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 . Foreign/overseas investors shall submit a report (accompanied by legal certification and credit certification of the investors as well as a feasibility study of the project) to the department in charge at the intended locality of the enterprise for resubmission to the Municipal Planning Commission for examination in conjunction with the relevant authorities. A project report shall then be prepared by the Municipal Planning Commission for submission through the Municipal Government to the relevant department under the State Council for approval.

2. Upon approval of the project report, foreign / overseas investors may submit an application for the establishment of the foreign / overseas-capital enterprise to the Municipal Commission of Foreign Economic Relations and Tradefor resubmission to the relevant department of the Central Government for approval and the issuance of a Certificate of Approval.

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