1. Procedure

Forms of Company

China's Corporate Law requires that corporations registered within its borders assume either of the following two forms: limited liability company or public limited company.

The Minimum Registered Capital

As stipulated in The Corporate Law of China, the registered capital for limited reliability company shall be no less than 30,000 yuan. However, the relevant laws and regulations shall be followed if higher requirements for the minimum amount of the registered capital are otherwise provided. It is also required that the capital investment of the shareholders should altogether be no less than 30% of the total registered capital of the company. For a one-person limited reliability company, the minimum registered capital shall be 100,000 yuan and the shareholder shall contribute in a lump sum the total amount of registered capital required by the articles of association.

The amount of registered capital shall not be less than RMB 30 million for a public limited company with foreign investment, and shall not be less than US $ 30 million for foreign-funded investment company.

Modes of Foreign Investment

Principal modes of foreign investment include: Sino-foreign equity joint ventures, Sino-foreign contractual joint ventures, and foreign-funded enterprises. Among other modes are foreign public limited company, foreign investment companies, venture capital companies, R&D centers, assets management companies, BOT, TOT and merger, etc.

Levels of Authorities over Application Examination and Approval

A) Any project of the “Encouraged” or “Permitted” category with a total investment above US $ 300 million (inclusive), or of the “Restricted” category with a total investment above US $ 50 million (inclusive), is required to be examined and approved by the State Council.

B) Any project of the “Encouraged” or “Permitted” category with a total investment less than US $300 million, or of the “Restricted” category with a total investment less than US $ 50 million, is required to be examined and approved by the provincial government.

C) Any project of the “Encouraged” category with a total investment less than US $ 100 million or any project of the “Permitted” category with a total investment less than US $ 30 million can be examined and approved by the county (district) or municipal government.

The Procedures for Application Examination and Approval

A) The company shall submit the application to the local administration of foreign economic and trade affairs for application examination and approval or for referring to the higher authority if necessary.

B) A permit will be issued if the application is approved. (However, the application shall first be submitted to the Provincial Development and Reform Commission if the investment involves restricted projects and less than the required amount of funds, or to the State Council if authorization at the highest level is required.)

C) The Company shall register with the Industrial and Commercial Administration Department within one month upon obtaining the permit.