Notice of the China (Shanghai) Pilot Free Trade Zone on the Cancellation of a (Non-Corporate) Foreign-Invested Enterprise

The English version is for reference only. If there is any inconsistency or conflict between the English and Chinese version, the Chinese version shall prevail.

I. Operation Basis

Regulations of the People’s Republic of China on Controlling the Registration of Enterprises as Legal Persons, Detailed Rules on the Implementation of the Regulations of the People’s Republic of China on Controlling the Registration of Enterprises as Legal Persons, Regulations on the Administration of Foreign-invested Venture Investment Enterprises, Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures, and Detailed Rules on the Implementation of the Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures

II. Scope of Application

Registration of cancellation of (noncorporate) foreign invested enterprises

III. Required Materials

1. Application for Registration of Cancellation of Foreign Invested Enterprises

2. Approval (filing) documents of the approval (filing) authorities (original)

The applicant shall, within 30 days from receipt of the approval (filing) documents, handle the registration formalities at the registration authorities. If the materials are submitted at the “one-off” window, it is not required to submit the approval (filing) documents of the commerce authority. In case of expiration of the operation term, dissolution or bankruptcy as ordered by the court, or shut-down as ordered by the administrative authority, revocation of the Business License, cancellation of the incorporation license, it is not required to submit relevant materials.

3. Resolution or decision made according to law

Resolutions or decisions as made according to the Law of the People’s Republic of China on Chinese-Foreign Joint Ventures, Law of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures, Law of the People’s Republic of China on Foreign Capital Enterprises as well as the AoA of the company, the contents of which shall be consistent with those applied. In case of dissolution or bankruptcy as ordered by the court, or shut-down as ordered by the administrative authority, revocation of the Business License, cancellation of the incorporation license, it is required to submit the order documents of the court and the decision on shutdown, revocation of the Business License or cancellation of the incorporation license as ordered by the court or the administrative authority.

4. Report on completion of clearing of creditor’s rights and debts, or documents relating to creditor’s rights and debts as liquidated by the liquidation team

Include a sample of the newspaper publication of the cancellation public notice.

The Notice of Pre-approval of Name shall be within the effective term, and its contents shall be consistent with relevant items applied by the company to be established.

5. Tax payment certificates as issued by the taxation authority and Customs

6. Certificate of cancellation of the branch

7. Original and duplicate of the Business License and the seal

8. Other relevant documents

IV. Application Process

    The investors shall visit the official website of Shanghai Industrial and Commercial Administration, i.e. www.sgs.gov.cn or the “Investment and Handling Express in Pilot Area” at the portal website of “Shanghai - China”, and prepare relevant materials according to the applicable requirements, and submit the paper materials to the Investment Management Window of the Comprehensive Service Hall in the pilot area for the purpose of handling the change formalities. If materials are complete and in conformity with the legal form, after completion of handling, replace the Business License at the designated window.

V. Application Location and Contact Information

General Service Hall, 1/F, 9 Jilong Road, Pudong New Area, Shanghai

Post Code: 200131

Contact Tel.: 021-58698202

VI. Complaint Mode

Mode of Complaint to the Management Committee of the China (Shanghai) Pilot Free Trade Zone

Tel.: 021-58697800

Fax: 021-58698705

E-mail: ftzts@pudong.gov.cn

Provided by Lawyers Working Committee of Pudong New Area