Regulations Governing The Setting Up of Branches of Enterprises With Foreign/Overseas Investment and The Procedures for Approval Thereof

Branches of enterprises with foreign / overseas investment reter to those organizations established by the enterprises outside of original registered places of operation for the purpose of expanding production, developing distribution channels and promoting products of the enterprises concerned.

I.Documents Required when Applying for the Establishment of Branch Organizations or Offices

1.Application prepared by the enterprise for the establishment of Branches.

2.Decision of the Board of Directors of the enterprise.

3.Report of the Verification of Capital Contributions issued by a Certified Public Accountant.

II.Procedures for Approval

1.For establishment of branches in Tianjin The enterprise shall present a request to the department in charge for opinions and consent (in the case of enterprises with a registered capital of over US$5,000,000, consent should be obtained from the Municipal Commission of Foreign Economic Relations and Trade) and, with an official reply so obtained and the required documents listed in the preceding paragraph, shall approach the Municipal Administration of industry and Commerce for the completion of the necessary formalities. When registration is approved by the Municipal Administration of Industry and Commerce, a "Certificate of Registration for Offices of Enterprises with Foreign / Overseas investment" shall be issued for the establishment of offices and a "Business Licence of the People's Republic of China" shall be issued for the establishment of branch facilities of production, after which operations may then start within the business scope so approved.

2. For establishment of branches outside Tianjin The enterprise shall apply to the department in charge for opinions and approval (in the case of enterprises with a registered capital of over US$5,000,000, approval should be obtained from the Commission of Foreign Economic Relations and Trade of Tianjin) and, upon approval, shall present the document of approval, together with the required documents listed in the preceding paragraph, to the Administration of industry and Commerce of Tianjin for verification,after which the enterprise shall approach the Administration of industry and Commerce in the place where the branch isintended to be set up for completion of the registration formalities with a letter of notification from the Administration of Industry and Commerce of Tianjin.

3. For establishment of branches outside China According to the stipulation of Article 42 of the "Regulations for the lmplementation of the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures", that "establishment of branch offices (including sales offices) outside China or in regions of Hongkong or Macao is subject to approval by The MOFERT", enterprises intending to establish branches outside China shall apply to the department in charge for approval. The application should then be forwarded to the Municipal Commission of Foreign Economic Relations and Trade for examination and verification for submission to the MOFERT. The MOFERT decides, after referring the case to the relevant Chinese legation overseas,whether to approve or disapprove the eatablishment of the Branch or Office outside China. On receipt of the letter of approval from the MOFERT, the enterprise shall proceed directly to the country (region) in which the Branch is to be set up to complete the formalities of registration.