BEIJING CHINA (RO) company

Procedures for the Establishment of Wholly Foreign-owned Enterprises in Beijing
(referred to as "foreign enterprises" for short)

In settling up foreign enterprise in Beijing District whose total investment below USD 30 million, the investors shall submit the following documents to Beijing District Foreign Economic Relations and Trade Commission.

(1) Application for the establishment of a foreign enterprise (signed by legal representative of authorized representative)

(2) Feasibility study report.

(3) Articles of association of the foreign enterprises.

(4) List of the legal representative or members of the board of directors of the foreign enterprises, the certificates of appointment of members of the board.

(5) Foreign partner's commercial certificate of registry valid within one year (if the investment is made in personal name, the personal identification card is required)

(6) The investor's creditability certificate effective within 3 menthes issued by the bank.

(7) Agreement on the lease of enterprise buildings and office buildings.

(8) The notice on the pre-registration of name approved by the Administrative Bureau for Industry and Commerce.

(9) Other required documents. If the above-mentioned documents were written in foreign languages, a Chinese translation version to be enclosed.

Beijing District Foreign Economic Relations and Trade Commission shall give a reply within 5 working days after receiving the above-mentioned documents.

Registration for Statistics

After obtaining approval certificate and before registration with administration for industry and commerce, enterprises with foreign investment shall go through registration procedures with statistic department:

(1) Original copy of approval certificate of the enterprises

(2) Fulfill Statistics Registration Form for Enterprises (each in two copies)

Registration with Administration for Industry and Commerce

Enterprises with foreign investment approval by Beijing District Foreign Economic Relations and Trade Commission shall within 30 days from the date of improvement, apply for registration with Beijing Administration for Industry and Commerce In applying, please submit the following documents:

(1) Application form for registration of enterprises with foreign investment issued by chairman and vice- chairman (each in four copies)

(2) Contract, articles of association (Chinese and foreign language versions, including attachments) and approval documents and certificate (duplicate) issued by examination and approval organs.

(3) Project proposal, feasibility study report and approval document.

(4) Business license of business registration of the foreign investors issued by the competent governmental department of the investor's country or region.

(5) Bank reference of the investors

(6) Name list of board of directors, the appointment for each member of the board, chairman and vice-chairman.

After operation begins, the enterprises with foreign investment can set up sub-branches if necessary, In case of changing the registration, the enterprises shall, within 30 days after getting approval from the original examination and approval organs, apply to Beijing Administration for Industry and Commerce for the change, In case of cancellation, the enterprise with foreign investment shall, after getting approval from the original examination and approval organ, immediately approach Beijing Administrate for Industry and Commerce.

Procedures for the Right to Land Use

Enterprises with foreign investment shall go through the procedures in the land administrative department to obtain right to land use.

Registration with Administration of Foreign Exchange Control

Within 15 days after getting the business license, the enterprises with foreign investment shall register with the State Administration of Foreign Exchange Control Beijing Branch with following document:

(1) Duplicate of business license ratified and issued by the Administration for Industry and Commerce

(2) Duplicate of approval certificate for establishment of the enterprise

(3) Duplicate of contract, articles of association of the enterprise.

Open Account with a Bank in China

(1)Open a foreign currency account

Enterprises with foreign investment may choose any bank with right to foreign currency operations to open foreign currency account. In apply; the following documents are to be delivered:

(a) Business license ratified and issued by the Administration for Industry and Commerce.

(b) Approval certificate for establishment of the

(2)Open a RMB account

Enterprises with foreign Investment may choose any of the banks with the right to RMB operations to open a RMB account, in applying; the following documents shall be submitted:

(a) Business license ratified and issued by the Administration for Industry and Commerce.

(b) Certificate of approval for establishment of the venture.

Registration for Taxation

The enterprises with foreign investment shall, within 30 days after getting business license, register with competent taxation organs. In applying, the following documents shall be submitted

(1) Duplicate of business license ratified and issued by the Administration for Industry and Commerce

(2) Contract, articles of association and approval document

(3) Approval certificate for establishment of enterprise

(4) Feasibility study report and approval document

(5) Name list of board of directors of the enterprise

Registration for Customs

Enterprises with foreign investment shall go though registration procedures for customs in the following sequence:

(1) The following documents shall be submitted for registration and file

(a) Approval certificate for establishment of the enterprise

(b) Business license

(c) Contract and articles of association

(d) Inventory of approved import equipments

(e) Report of verification of capital

(2) The following documents shall be submitted to register for declaration

(a) Approval certificate of the enterprise

(b) Business license

(c) Official written reply from the Economic Relations Commission and Trade

Registration with Finance Administration

The following documents shall be submitted by the enterprises with foreign investment for registration with, finance administration:

(1) Duplicate of business license ratified and issued by the Administration for Industry and Commerce

(2) Certificate of approval

(3) Feasibility study report and approval document