The Establishment of Wholly Foreign-owned Trade Enterprises

I． Company name: Company name normally contains four parts in sequence: Name + Industry nature + Administrative area + Type of the organization.

**** Trade （Shanghai）Co., Ltd.

****Business and Trade Co., Ltd.

II. Scope of business

The “Scope of business” is the scope within which an enterprise engages in business activities， and shall be registered with an enterprise registration authority in accordance with the law and with the provisions in articles of association and partner agreement.

II. Scope of business : Machine and facilities; Mechanical & Electrical facilities; electronic products; the wholesale of industrial automatisation facilities; Commission and agency (auction excepted) (subject to the ratification of Industrial and Commercial Bureau)

III. Scope which needs to be examined and approved by the Ministry of Commerce of China

1 ---Special goods

petroleum products; medicine; automobile; agricultural chemical; fertilizer; crude oil; book; newspaper; magazine; grain; seed fat; sugar; cotton; steel; noble metal; iron ore; fuel oil; caoutchouc; other important industrial raw material; wholesale of audiovisual goods.

2 ---Way of operation

Those which involves the sales of TV/telephone/purchase by post/internet/vending machine

VI. Timetable

次序Sequence

内容

Cotent

时间 Time

( 日 ) ( days )

           1

Preparing all kinds of documents; approval of the company name; property lease; other documents

(5)

2

Examination and approval of retail categories: Shanghai Economic Committee

30

3

Examination and approval of special categories: the Ministry of Commerce of China

               (60)

          4

Examination and approval of general categories: Shanghai foreign investment working committee

20

    5

Registration in Industrial and Commercial Bureau

15

   6

Other registrations

25

合计total:（不含括号项时间）Bracket item’s time excluded

VII.Prepare the following documents

1.copy of register certificate (or business license of investors) or copy of individual passport should be notarized by local notarization institute., meanwhile, authenticated by local embassy of P.R.C. in duplicate.

2. One copy of identification card (or passport) of the juridical person

3.One copy of identification card (or passport) of directorate members and general manager (vice one) of the new enterprise. Everyone’s resume, address and telephone number will be needed. Each one should prepare four personal photos in use.

4.Two copies of Appointment and Authority contracts should be signed by the juridical person of investor

5.Two bank financial credit certificate of investors (original copy needed)，and two bank deposit certificate (original copy needed)

6.One copy of identification card (or passport) of the person authorized is needed

7. Capital total amount, registered capital, business term, business scope, capital term.

8．Parent company’s 2008audit report

9. New company: Member list of the board of the directors.

10 .New company: 3 copies of the appointment letters of the board members and the supervisor

11.New company: Passport and resume of the board members and supervisors

12.New company: 2-inch photo of legal person

13.New company: the catalog of import and export commodities

14.New company1: Copies of ID or passport/resume/address/contact No. of the board members and advanced managers

15.New company: Total amount of the investment, registered capital, business term, business scope, capital term.

16.New company: other documents

VIII. process

Check and ascertain Enterprise’s name-----Submitting to Foreign Economy &Trade Committee-----Obtaining approval certificate----Applying for business license-----Applying for organization and code certificate------Foreign exchange registration-----Opening capital account-----Capital audit-----Tax registration-----Obtaining business license-----Statistic registration-----Financial registration-----CIQ registration

1）Simplification of Examination and Approval

According to Opinions on Examination, Approval and Service for Foreign-Invested Projects in Shanghai issued by Shanghai Government in 2003, we simplify the process of examination and approval for foreign-funded enterprises. Except three circumstances including fundamental constructive contents etc, we consolidate three phases of examination and approval for project proposals, feasibility reports, contracts and articles of association into a one-time examination and approval so as to shorten the period.

2）Examination and Approval Procedures and Examination Issues with Fundamental Constructive contents etc.

Examination and approval for below-mentioned three circumstances refers to the following work flow chart:

（1）Projects for examination and approval of relevant departments of the State of Council

（2）Projects with fundamental constructive contents

（3）Other projects regulated by the state

XI. Regulations of business and trade investment

1.<Administration of Foreign Investment in Commercial Sectors Procedures>

2.Ministry of Commerce of

China

3.Ministry of Commerce of

China