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Documents for merging the enterprises within China for foreign investor

1 Application of administration permission item, authorization letter for transaction of administration permission item and authorization letter for service of legal document; (Provided by BFISC)

2 Resolution of shareholders of the limited company within China to accept equity merger and acquisition of foreign investor, or the resolution of shareholders’ meeting of domestic limited company to accept equity merger and acquisition of foreign investor (Equity Merger and Acquisition); resolution of the property holder or the authority of domestic enterprise to sell assets (Asset Merger and Acquisition);

3 Contract and constitution of the foreign funded enterprise established after merge;

4 Agreement about foreign investor to purchase stock equity from the shareholders of domestic company or to subscribe domestic company by increasing capital (Equity Merger and Acquisition); Agreement about assets purchase signed by the establishing foreign funded enterprise and domestic enterprise or by foreign investor and domestic enterprise (Asset Merger and Acquisition);

5 Financial audit report of the merged domestic company for last financial year, auditing report of the investor for last year audited by an accounting firm;

6 If the investor is a company, certification of operation, valid certification document of legal representative (include shareholder list of investor, name list of directorate, resolution of the representative authorized by directorate) and bank reference should be provided. If the investor is a natural person, the copy of ID card and bank reference are needed.

According to “suggestion on the using of law on the approval and registration administration of foreign funded company”, the qualifications of mainstay or ID certificate of foreign investor must be notarized by the notary organs of its country and be approved by our consulate in its country, only notary document of local notary organs is needed for Hong Kong, Macao and Taiwan.

7 Constitution and business license (copy) of merged domestic enterprise;

8 Employee placement plan of the merged domestic company

9 Prove of that the creditor has been noticed and announced by the merged domestic enterprise and description of whether the creditor interposed an objection (Asset Merger and Acquisition)

10 Explanations on the enterprises invested by the merged domestic company (Equity Merger and Acquisition);

11 Evaluation report of the value of transferring equity and selling asset issued by an asset appraisal institution;

12 Explanation of merge parties on is there any association among the merge parties;

13 Disposition agreements about the debts owing by or due to merged domestic enterprise among foreign investor, merged domestic enterprise, creditor and other party;

14 If the merged domestic company is state-owned assets, the evaluation report, record filling materials of state-owned assets and “property right deal warrant” issued by Beijing Assets and Equity Exchange should be provided. If the merged domestic company is a listed company, the approval document issued by the securities regulatory institution of the State Council should also be provided.

15 name list of board members of merged enterprise and appointment letters of every director;

16 The newest “registration application of the establishment of foreign funded enterprise” issued by Industrial and Commercial Administration (consisted of “registration application of the establishment of enterprise”, “name list of Chinese investors”, “name list of foreign investors”, “registration form of legal representative”, “employment certificates of board members, managers and supervisors”, “certificate of enterprise address” etc.); (Provided by BFISC)

17 Documents required by examining and approving authorities and industrial and commercial administration;

If the submitted documents and certificates are written in foreign languages, they should be translated into Chinese and submitted as an annex.

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