Notice of the China (Shanghai) Pilot Free Trade Zone on the Registration of Cancellation of a Foreign-Invested Company

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

Company Law of the People’s Republic of China, Regulations of the People’s Republic of China on the Administration of Company Registration, Law of the People’s Republic of China on Chinese-Foreign Joint Ventures, Rules on the Implementation of 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, Detailed Rules on the Implementation of the 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, and Detailed Rules on Implementation of the Law of the People’s Republic of China on Foreign Capital Enterprises

II. Scope of Application

Registration of cancellation of the foreign invested companies

III. Required Materials

1. Application for Registration of Cancellation of Foreign Invested Companies (original) as signed by the person in charge of the liquidation team

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 legally (original)

The resolution or decision as made according to the Company Law of the People’s Republic of China, 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. If the court or arbitration agency adjudges dissolution or bankruptcy and the administrative authority ordersclosure, cancellation of the Business License and revocation of the incorporation license, it is required to submit the award documents of the court and the arbitration agency and the decision of the administrative authority on close, cancellation of the Business License and revocation of the incorporation license. If the company’s establishment registration is cancelled legally due to violation of the Regulations of the People’s Republic of China on Administration of Registration of Companies, it is required to submit the decision of the company registration authority on cancellation of the establishment registration of the company.

4. Liquidation report (original) as confirmed by the competent company authority or the people’s court.

The competent company authority shall mean the Board of Shareholders, general meeting (for the limited liability company co-invested or cooperated inby a Chinese party and a foreign party, it is the Board of Directors or Joint Management Committee). The liquidation report shall include the sample newspaper publishing the liquidation notice of the liquidation team, taxes owed due to liquidation of the company and taxes incurred during liquidation (tax payment by the Customs and taxation administration, and cancellation), cancellation of the approval certificate and the instruction on the receipt of the commercial department.

5. Certificate of registration of cancellation of the branch

6. Original and duplicate of the Business License (original)

7. 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