(6) the amended name list of the board of directors, the documents stating the names and domiciles of the newly increased directors, and the documents on the positions held by the new directors;

(7) other relevant documents and certificates provided for by the State Administration for Industry and Commerce.

The investor shall, within thirty (30) days as of the receipt of the foreign investment enterprise's business license, make registration in the departments of taxation, customs, land administration and foreign exchange control, etc.

Chapter IV Foreign Investors Merge Domestic Companies Using Equity to Pay

Section 1 Conditions for Equity Merger

Article 27 The expression of "merger of domestic company by a foreign investor using its equity to pay" mentioned in this Chapter IV shall refer to that the shareholder of an overseas company, using its equity in the overseas company or using its increased shares of the overseas company to pay, purchases the shareholders' equity in a domestic company or purchases the increased shares of a domestic company.

Article 28 The overseas company mentioned in this Chapter IV shall be legally established and its registration place shall have a sound legal system on company administration, and the company and its management shall have not been punished by relevant regulatory authority in recent three (3) years. Except the special purpose companies as provided for in Section 3 of this Chapter IV, the oversea company shall be a public listed company, and the listing place shall have a sound management system on securities exchange.

Article 29 When a foreign investor merges a domestic company by equity merger, the equity of the domestic and overseas companies involved in the merger shall satisfy the following conditions:

(1) the equity is lawfully held by shareholders and may be assigned according to law;

(2) the equity is free from any dispute over ownership, any pledge or any other property encumbrance;

(3) the equity of the overseas company shall be listed on an overseas open and lawful securities exchange market (excluding any over-the-counter exchange market) for transaction;

(4) the transaction price of the overseas company's equity is stable in the latest one (1) year.

The preceding Item (3) and Item (4) are not applicable to the special purpose companies as provided for in Section 3 of this Chapter IV.

Article 30 When a foreign investor merges a domestic company by equity merger, the domestic company or its shareholders shall employ an intermediary authority established and registered in China to act as its consultant (hereinafter referred to as "the Merger Consultant"). The Merger Consultant shall conduct a due diligent investigation on the authenticity of application documents in the merger, the financial status of the overseas company and whether the merger is in compliance with the requirements provided for in articles 14, 28 and 29 hereof, and shall issue a merger consultant's report to give clear and professional advice on the above mentioned contents item by item.

Article 31 The Merger Consultant shall satisfy the following conditions:

(1) with good credit standing and experiences in relevant industries;

(2) without record of serious violation of law or regulation;

(3) with the ability to investigate and analyze the legal system in the registration and listing place of the overseas company as well as the financial status of the overseas company.

Section 2 Application Documents and Procedures

Article 32 When a foreign investor merges a domestic company by equity merger, it shall submit an application to the MOFCOM, and the domestic company shall also submit the following documents in addition to the documents as required in Chapter III of the present provisions:

(1) the statement on alteration in equity and material assets of the domestic company in the latest one (1) year;

(2) the Merger Consultant's report;

(3) the certificates of incorporation or the identity certificates of the domestic company, overseas company involved in the merger and the shareholders of these companies;

(4) the statement on shareholding status of the shareholders of the overseas company and the name list of shareholders who hold more than 5 percent equity of the overseas company;

(5) the articles of association of the overseas company and statement on external guarantee provided by the overseas company;

(6) the audited financial statements of the overseas company in recent years and the statement on stock transaction in the latest half a year.

Article 33 The MOFCOM shall make an examination on the merger application within thirty (30) days as of the receipt of all application documents as required, and if the application can satisfy the conditions, it shall issue a certificate therefore and indicate the following words on the certificate "A foreign investor merges a domestic company by equity merger, which is valid within six (6) months as of the issuance of the business license."

Article 34 Within thirty (30) days as of the receipt of certificate with the above mentioned indication, the domestic company shall go through the procedures on registration of alteration with the relevant administrative authority of registration and the foreign exchange administrative authority, and the administrative authority of registration and the foreign exchange administrative authority shall respectively issue the business license for a foreign investment enterprise and the foreign exchange registration certificate to the domestic company, on which it shall indicate the words "valid within eight (8) months as of its issuance."

When the domestic company goes through procedures on registration of alteration with the administrative authority of registration, it shall in advance submit the application for equity alteration, amendment to the articles of association and the agreement on equity transference signed by the legal representative of the domestic company for the purpose of restoration of equity structure.

Article 35 Within six (6) months as of the issuance of the business license, the domestic company or its shareholders shall apply to the MOFCOM and the foreign exchange administrative authority for approval and registration of establishment of a foreign investment enterprise with respect to the equity of an overseas company held by the domestic company.

In addition to the documents to be submitted to the MOFCOM as required in the provisions on Approval of Investment in and Establishment of Overseas Enterprises, the parties to a merger shall also submit the approval certificate and the business license of the foreign investment enterprise with the indication as mentioned above. After the equity held by a domestic company or its shareholders in an overseas company is approved by the MOFCOM, the MOFCOM shall issue the Approval Certificate of Overseas Investment by Chinese Enterprises to the domestic company, and shall also reissue an approval certificate for the foreign investment enterprise without the above mentioned indication.

Within thirty (30) days as of the receipt of an approval certificate for the foreign investment enterprise without indication, the domestic company shall apply to the administrative authority of registration and the foreign exchange administrative authority for re-issuance of the business license for a foreign investment enterprise and the foreign exchange registration certificate without indication.

Article 36 If the domestic company and the overseas company fail to go through the procedures for alteration of equity within six (6) months since issuance of the business license, the approval certificate with remarks and the approval certificate of overseas investment by Chinese enterprise shall be invalidated automatically. The registration administrative authority shall examine and approve the registration on alteration based on the application documents for registration on equity alteration submitted by the domestic company in advance, so as to restore the equity structure of the domestic company to the status before the equity merger.

If a foreign investor fails to merge the increased shares of a domestic company, the domestic company, before the registration administrative authority approves the registration on alteration in accordance with the preceding paragraph, shall also reduce its registered capital accordingly and make public announcement in the newspaper in accordance with the provisions of Company Law of the People's Republic of China.

If the domestic company fails to go through the procedures of registration in accordance with the preceding paragraph, the registration administrative authority shall settle it in accordance with the relevant provisions of Regulations of the People's Republic of China on Administration of Registration of Companies.

Article 37 Prior to the obtainment of the approval certificate for a foreign investment enterprise and the foreign exchange certificate without indication, the domestic company shall not distribute profits to any shareholder, or provide any guarantee to any of its affiliated company, or assign any equity to any third party, or reduce its registered capital, or make liquidation or any other matters relating to its assets.

Article 38 The domestic company and its shareholders may go through the procedures on registration of taxation alteration with the taxation authority with the approval certificate and the business license without indication issued by the MOFCOM and the registration administrative authority.

Section 3 Special Provisions on Special Purpose

Companies

Article 39 The "special purpose company" shall refer to an overseas company directly or indirectly controlled by a domestic company or Chinese natural person to realize the interests of a domestic company actually owned by the aforesaid domestic company or Chinese natural person by means of overseas listing.

Where the shareholders of a special purpose company use its equity in the company as the means of payment, or a special purpose company uses its increased shares as the means of payment, for the purpose of realizing overseas listing, to purchase the shareholders' equity right in a domestic company or the increased shares of a domestic company, the provisions of this Section 3 shall apply.

Where a party to the merger takes an overseas company that holds interests of a special purpose company as the subject of overseas listing, the overseas company shall meet the relevant requirements on special purpose companies as provided for in this Section 3.

Article 40 Where a special purpose company is to be listed overseas, the listing shall be approved by the securities regulatory authority under the State Council.

The country or region where the special purpose company is listed shall have a sound legal and regulatory system, and the securities regulatory authority of such country or region has concluded a memorandum of understanding on cooperation in regulation with the securities regulatory authority under the State Council, and has kept an effective relationship of cooperation in regulation.

Article 41 A domestic company whose shares are listed overseas as mentioned in this Section 3 shall meet the following conditions:

(1) with a clear ownership and is free from any dispute or potential dispute over its equity;

(2) with a complete business operation system and good sustainable business capacity;

(3) with a sound corporate governance structure and internal management system;

(4) the company and its major shareholders have no record of material violation of laws or regulations in recent three (3) years.

Article 42 Where a domestic company intends to establish a special purpose company overseas, it shall submit an application to the MOFCOM for approval. When submitting the application, in addition to the documents to be submitted to the MOFCOM as required in the provisions on Approval of Investment in and Establishment of Overseas Enterprises, the domestic company shall also submit the following documents to the MOFCOM:

(1) the identity certificate of the actual controller of the special purpose company;

(2) the business proposal for overseas listing of the special purpose company;

(3) The evaluation report made by the Merger Consultant on the potential issuing price of shares when the special purpose company is listed overseas.

Upon obtainment of the approval certificate of overseas investment by Chinese enterprises, the founder or the controller shall apply to the foreign exchange administrative authority of its locality for the corresponding registration of foreign exchange in overseas investment.

Article 43 The total value of shares of the special purpose company to be issued overseas shall not be less than the total value of the share right of the merged domestic company as evaluated by a corresponding asset valuation institution in China.

Article 44 Where a special purpose company merges a domestic company by equity merger, the domestic company, in addition to the documents to be submitted to the MOFCOM as required in Articles 32 hereof, shall also submit the following documents: