Chapter I General Provisions

Article 1 The regulations shall be formulated for the purpose of regulating the establishment and business activities of resident offices of foreign enterprises.

Article 2 Resident offices of foreign enterprise in the regulations (hereinafter referred to as representative office) refer to the working bodies established by foreign enterprises in accordance with the Regulations within China engaging in non-profit programs related to their own business and does not possess the status of a legal person.

Article 3 Representative offices should abide by Chinese laws and shall not impair the state security and public interests of China.

Article 4 Establishment, alteration and termination of a representative office should go through registration pursuant to the regulations.

A foreign enterprise shall take responsible for the authenticity of application documents and materials while applying for the registration of its representative office.

Article 5 The State Administration for Industry and Commerce (SAIC) and its authorized local administrations for industry and commerce shall be the authorities in charge of registration and administration of representative offices (hereinafter referred to as registration authority).

Registration authorities should establish the information sharing mechanism with other related departments to mutually offer the information concerning representative offices.

Article 6 A representative office should submit the annual report to the registration authority from March 1 to June 30 every year, with the contents including valid existence of the foreign enterprise, business performance of the representative office, expenditures for the auditing of the accounting firm and other related matters.

Article 7 A representative office should set up the accounting book by law to truly record funding allocation of the foreign enterprise and expenditures of the representative office and put it in the place where the representative office is located.

A representative office shall not use the accounts of other enterprises, organizations or individuals.

Article 8 Chief representative and representatives entrusted by foreign enterprises as well as staff of representative offices should abide by the provisions of laws and administrative regulations on entry and exit, residency, employment, tax payment and foreign exchange registration; in case of violation, related departments shall impose punishment according to laws and administrative regulations.

Chapter II Registration

Article 9 Registration of a representative office includes the title of the representative office, name of chief representative, business scope, residency site, residency period, and title and domicile of the foreign enterprise.

Article 10 The title of a representative office should consist of the following subsequent parts: nationality and Chinese name of the foreign enterprise, name of the city where the office is located and the words "representative office," exclusive of the following contents and words:

(1)impairing the state security or public interests of China;

(2)using the names of international organizations; and

(3)violating laws and administrative regulations or the provisions by the State Council.

A representative office should conduct business activities in the name as registered in the registration authority.

Article 11 A foreign enterprise should designate one chief representative, who shall sign the registration application documents of its representative office on behalf of the foreign enterprise within the scope authorized by the foreign enterprise in writing.

The foreign enterprise shall entrust one to three representatives based on the business needs.

Article 12 One person shall not be appointed as chief representative or representative in the following conditions:

(1)the person imposed penalty for impairing the state security or public interests of China;

(2)the chief representative or representative of a representative office that has been revoked the establishment registration, registration certificate or ordered to close by related department by law for conducting illegal activities impairing the state security or public interests of China within five years upon being revoked, cancelled or ordered to close down; and

(3)other conditions as the SAIC prescribed.

Article 13 A representative office shall not conduct profit-making activities.

In case international treaties and agreements signed or joined by China have made separate provisions, the provisions shall prevail, but except otherwise regulated by reserved clauses as China has claimed.

Article 14 A representative office may engage in the activities related to the business of foreign enterprises as follows:

(1)market surveys, displays and campaigns related to the products or services of foreign enterprise; and

(2)liaison activities connected with sales of the product of the foreign enterprise, service providing, domestic procurement and investment.

In case laws, administrative regulations or the State Council provides that a representative office shall be approved while engaging in the business activities as prescribed above, it should gain approval.

Article 15 The residency site of a representative office is up to the foreign enterprise.

In accordance with the needs of the state security and public interests of China, related departments may require a representative office to adjust the residency site and timely report to the registration authority.

Article 16 The residency period of a representative office shall not exceed the duration of the foreign enterprise.

Article 17 The registration authority should record the registration of a representative office in the registration book for reference and copying by the public.