Shanghai Foreign investment Commission (FICS) and its entrusted Administration Commission of Pudong New Area and, Administrative Committee of Waigaoqiao Free Trade Zone and people's governments at district or county level, or the relevant industrial bureaus (hereinafter referred to as a whole as the examination and approval authorities) shall be responsible for the examination
and approval of foreign-invested projects except those subject to examination by the competent departments of the State Council.

1. A manufacturing Project with its total investment of over USD 30 million and any other project which needs to be approved by the competent department of the State Council shall be preliminarily examined by FICS and all related departments of the Shanghai Municipality and then submitted by FICS to the relevant departments of the State Council for approval.

2. If a project with its total investment under USD 30 million is to be located in Pudong New Area, it shall be emined and approved by Pudong New Area Administration Commission; If it is to be located in Waigaoqiao Free Trade Zone, it shall be examined and approved by the Administrative Committee of Shanghai Waigaoqiao Free Trade Zone; If a project is classified as a Type B project in the restricted foreign invtment industries, it shall be pre-examined by FICS and the relevant municipal departments before it isbmitted to the responsible departments of the State Council for the examination and approval of its project proposal. If a project is to be located in a municipal-designated industrial zone, it shall be examined and approved by the district and county government where it is to be located.

3. An encouraged or permitted project with its total investment under USD 10 million shall be xamined and approved by the district or county or bureau authorities where the said project is to be located.

4. If a project does not fall under the Category 1, 2 or 3 as mentioned above, or if a project is encouraged by the State or if it is of a nonmanufacturing type and therefore is not subject to the overall balance by the State, it shall be examined and approved by FICS.

(A) Procedures for Establishing an Equity Joint Venture or a Contractual Joint Venture

1. Preparing and presenting Project proposal

Chinese or foreign investors may choose their partners through various ways. After they are well acquainted with their counterpart's business scope and credibility, and have reached agreement of cooperation, the Chinese party shall work out a Project Proposal and Present it to the examination and approval authority. The examination and approval authority shall give a reply (approval or disapproval ) within 20 days on receipt of the proposal. The Chinese party shall apply to Shanghai Administrative Bureau for Industry and Commerce for the enterprise's name registration after a positive reply.

2. Preparing and submitting feasibility study report

After the project is approved, the Chinese and foreign partners shall jointly pr epare a feasibility study covering items such as financing, site selecting, tech nological process, equipments, raw material supply, market survey, economic results, foreign exchange balance, infrastructure facilities, etc. The examination and approval authority shall help to coordinate if there are any problems.

3. Submitting the contract and articles of association

While the Chinese and foreign partners are preparing the feasibility study report, they may also draw up the contract and articles of association and submit them by the Chinese party to the examination and approval authority. The examination and approval authority shall give a reply (approval or disapproval) within 30 days on receipt of the feasibility study report, contract and articles of association.

4. Apply for company's identification code on the strength of contract, articles of association, and certificate of approval, to the city's corporate identification code office.

5. Application for the issuance of the approval certificate

After the FS report, contract and articles of association have been approved,the Chinese party shall apply for the approval certificate from the examination and approval authority.

FICS, and its entrusted Administration Commission of Pudong New Area, Administrative Committee of Waigaoqiao Free Trade Zone, People's governments at district or county level shall issue the approval certificate within 3 days after receipt of the application.

6. Application for business license

The Chinese and foreign parties may register with Shanghai Administrative Bureau for industry and Commerce within 30 days after receiving the approval certificate and apply for the business license. Shanghai Administrative Bureau for industry and Commerce shall issue the business license within 10 working days to those projects approved by the examination and approval authorities of Shanghai.

The enterprise is deemed as established on the date when the business license is issued.

(B) Procedures for Establishing a Wholly Foreign Owned Enterprise

For establishing a wholly foreign owned enterprise, the foreign investor is required to entrust the authorized consultative bodies or agen cies with the tasks of application and documents submission for approval.

The procedures for establishing an equity joint venture or a contractual joint venture can be consulted as a reference.