Provisions On The Registration Of Registered Capital Of The Company

Order of the State Administration for Industry and Commerce of the People's Republic of China

Number twenty-second

The regulations on the registration of registered capital of the company have already been issued.

Director Wang Zhongfu

December 27th, two, five

Provisions on the registration of registered capital of the company

First, second, third article

Article 1 in order to strengthen the registration and management of registered capital and paid in capital of the company and standardize the company registration, the provisions are formulated in accordance with the relevant provisions of the People's Republic of China Company Law (hereinafter referred to as the company law) and the People's Republic of China Company Registration Administration Ordinance (hereinafter referred to as the "registration administration regulations of the public").

The registered capital [1] of the second limited liability companies is the amount of capital subscribed by all shareholders registered by the company registration authority according to law.

Where the Limited by Share Ltd is established by way of initiation, the registered capital shall be the total amount of capital subscribed by all promoters registered by the company registration authority according to law.

When the Limited by Share Ltd is established by way of collection, the registered capital shall be the total amount of paid up capital registered by the company registration authority according to law.

The third company's paid in capital is the total amount of capital contribution or capital stock that all shareholders or promoters actually deliver and registered by the company registration authority according to law.

Fourth, fifth, sixth article

The fourth company registration organs shall register the registered capital and paid capital of the company in accordance with the laws, administrative regulations and relevant state regulations, and register the registration requirements.

Fifth the amount of registered capital and paid capital of a company, the time and method of contribution of shareholders or promoters shall comply with the relevant provisions of laws and administrative regulations.

When the sixth company is established, the initial contribution of the shareholders or promoters, the registered capital and the paid up capital of the company shall be verified by the capital verification institution established according to law and the capital verification certificate shall be issued.

Seventh, eighth, ninth article

The seventh non monetary assets contributed by shareholders or sponsors shall be assessed by the capital verification institutions after the valuation of the assets appraisal institutions that are qualified for evaluation.

The eighth shareholders or sponsors may make contributions in currency, or in real estate, intellectual property rights, land use rights and other non monetary assets that can be assessed in monetary value and pferred in accordance with the law.

The shareholders or promoters shall make contributions in the form of money, material object, intellectual property rights and other property other than the right to the use of the land, and shall be in conformity with the relevant provisions formulated by the State Administration for Industry and Commerce jointly with the relevant departments under the State Council.

Shareholders or promoters shall not make contributions at the cost of labor, credit, natural persons' names, goodwill, franchise or property that is guaranteed.

Ninth shareholders or promoters must contribute in their own name.

Tenth, eleventh, twelfth article

The minimum amount of registered capital of tenth limited liability companies is RMB thirty thousand yuan, the minimum registered capital of a one person limited liability company is RMB one hundred thousand yuan, and the minimum registered capital of Limited by Share Ltd is RMB five million yuan.

Where laws and administrative regulations have higher requirements for the minimum amount of registered capital of a limited liability company or Limited by Share Ltd, such provisions shall be stipulated.

The amount of money contributed by the company's shareholders or sponsors shall not be less than thirty percent of the registered capital of the company.

The shares subscribed by the Limited by Share Ltd initiator shall not be less than thirty-five percent of the total shares of the company. However, the provisions of the laws and administrative regulations provide otherwise.

The first capital contribution of all the shareholders of the eleventh limited liability companies shall not be less than twenty percent of the registered capital of the company, nor shall it be lower than the statutory minimum registered capital. The remaining part shall be paid within two years from the date of the establishment of the company, and the investment company may pay the full amount within five years.

The initial contribution amount of the Limited by Share Ltd initiating the establishment of the Limited by Share Ltd shall not be less than twenty percent of the registered capital of the company, and the rest shall be paid within two years from the date of the establishment of the company, and the investment company may pay the full amount within five years.

The twelfth shareholders or promoters shall pay their respective subscribed capital contributions or subscribed shares prescribed in the articles of association in full.

Where money is invested, the money shall be paid in full to the company's account opened in the bank, and the pfer of property rights shall be handled according to law in the form of non monetary assets.

When the company's registration is established, the initial contribution of shareholders or promoters is non monetary property, and the supporting documents for the pfer of financial property rights should be submitted.

After the establishment of a company, the shareholders or sponsors shall pay their capital contributions in accordance with the time limit stipulated in the articles of association of the company and belong to non monetary assets. They shall apply for the registration of the alteration of the paid capital of the company after the pfer of the financial property right in accordance with the law.

Thirteenth, fourteenth, fifteenth article

The thirteenth capital verification certificate for establishing a company shall contain the following contents: (1) the name of the company; (two) the type of company; (three) the name or name of the shareholder or initiator; (four) the amount of registered capital, the subscribed or subscribed amount, the time and mode of contribution of the shareholders or promoters; the Limited by Share Ltd set up in the way of collection shall specify the proportion of the shares subscribed by the sponsors and the total shares of the shares; (five) the proportion of the paid capital of the company, the proportion of the paid capital to the registered capital, the actual amount of capital contribution, the time of capital contribution and the mode of contribution of the shareholders or sponsors.

The capital contribution indicates that the time and amount of contribution of the shareholders or sponsors, the Bank of the company, the account name and the account number of the company; the non monetary contribution shall state its assessment and evaluation results, as well as the pfer of the non monetary contribution rights; (six) the proportion of the total capital contribution to the registered capital; (seven) other matters.

If the fourteenth companies increase their registered capital, the capital contributions of the limited liability company shareholders and the shareholders of the Limited by Share Ltd subscribe for new shares shall be executed in accordance with the relevant provisions of the company law, the establishment of a limited liability company and the Limited by Share Ltd's payment of capital contributions and payment of shares.

If the Limited by Share Ltd increases its registered capital by means of the public offering of new shares or the non-public offering of new shares by the listed company, it shall submit the approval document of the securities regulatory authority under the State Council.

The fifteenth company's reduction of registered capital should comply with the procedures stipulated in the company law. The amount of registered capital and paid capital should be reduced to the minimum amount of registered capital stipulated by laws and administrative regulations and capital verification by experienced institutions.

If all shareholders or promoters of the company pay their capital contributions and pay their shares in full, the company applies for reducing the registered capital, and at the same time, it shall handle the registration of the alteration of the paid up capital at the same time.

Sixteenth, seventeenth, eighteenth article

The sixteenth limited liability company shall, according to the provisions of the seventy-fifth provision of the company law, apply for the reduction of the registered capital and the registration of the corresponding paid capital.

When seventeenth non company companies are changed into Limited by Share Ltd under the company law and limited liability companies, the total amount of converted capital shall not be higher than the net assets of the company.

When a limited liability company is changed into a Limited by Share Ltd, it shall handle it in accordance with the law.

The net assets of the original non company and limited liability company shall be assessed by the asset appraisal institution with the qualification of assessment, and the capital verification institution shall carry out capital verification.

The eighteenth company's registered capital, the amount of shareholders' contribution, or the amount of subscriptions initiated by the sponsors, the time and mode of capital contribution or subscription shall be prescribed by the articles of association.

If the registered capital and the amount of paid capital, the amount of shareholder's contribution or the amount of the subscribe's subscription, the time and mode of capital contribution or subscription have changed, the company's articles of association should be amended and the registration of the company should be applied for registration of change according to law.

Nineteenth, twentieth, 21

The nineteenth capital verification certificate of alteration of registered capital and paid capital shall contain the following contents: (1) the name of the company; (two) the type of the company; (three) the name or name of the shareholder or initiator before and after the change, the amount of capital contribution and the mode of contribution, and the time of capital contribution.

(four) the registered capital and the amount of paid capital before and after the change; (five) increasing the actual payment of registered capital.

Other non monetary assets that can be assessed by currency and can be pferred in accordance with the law shall be used to explain the situation and assessment of the pfer of financial property rights by shareholders. The capital increase, surplus earnings and undistributed profits shall be pferred to registered capital and paid capital. The amount of increase, the adjustment date of the company's implementation of the increase in the financial statements and the adjustment of the financial statements shall be explained. The reserve fund shall not be less than twenty-five percent of the registered capital of the company before the pfer, the actual situation of the related subjects of the financial statements before and after the conversion, and the amount of capital contributed by the shareholders. (six) the reduction of the registered capital and the paid capital shall be explained by the company's performance of the company law and the shareholders or sponsors' payment of the company's debts or the guarantee of their debts. Where money is invested, it shall specify the amount of capital contribution, the time of contribution, the Bank of the account, the name and account number of the shareholder and the initiator.

After the establishment of the twentieth company, the actual price of the real object, intellectual property, land use right and other non monetary assets of the shareholders or promoters is significantly lower than the actual amount stipulated in the articles of association of the company.

The physical, intellectual property, land use rights and other non monetary assets of the original capital contribution should be re evaluated.

The paid up capital of the company shall be re verified and a capital verification certificate issued by the capital verification institution.

After the establishment of the twenty-first company, the company registration authority discovers that the company is not aware of the actual receipt capital, and may require the company to verify the specified capital verification institution and request it to submit the capital verification certificate within the prescribed time limit.

Clauses 22, two or three and 24

Article twenty-second where false registration of registered capital is obtained and company registration is registered, the company registration authority shall be punished according to the sixty-eighth regulations of the company registration administration regulations.

Twenty-third shareholders or promoters of a company who make false contributions or fail to deliver or fail to deliver money as a capital contribution or non monetary property shall be punished by the company registration authority in accordance with the seventieth regulations of the company registration administration regulations.

If a shareholder or promoter of a company refuses to make corrections, the company registration authority shall order the company to register the capital and the time limit for the capital contribution within a specified time limit. If the company fails to handle the registration within the time limit, it shall be punished in accordance with the seventy-third provision of the regulations on the administration of company registration.

Two years after the establishment of the company, after the establishment of the investment company five years later, the shareholders or promoters of the company have not yet delivered or have not paid the full amount of capital contributions, and if the company fails to make registration changes, it shall be punished in accordance with the sixty-eighth regulations of the company registration administration regulations.

If the twenty-fourth shareholders or sponsors withdraw their capital contributions after the establishment of the company, the company registration authority shall be punished according to the seventy-first regulations of the company registration administration regulations.

Clauses 25, 26 and 27

Twenty-fifth the registered capital and the paid up capital of the company have changed. If the company fails to handle the change registration in time, the company registration authority shall be punished according to the seventy-third regulations of the company registration administration regulations.

Article twenty-sixth where a capital verification institution or an asset appraisal institution issues false certificates, the company registration authority shall be punished in accordance with the seventy-ninth regulations of the company registration administration regulations.

Twenty-seventh, the cancellation of a change registration involves the registration of a company's capital and changes in the amount of capital contribution and capital contribution of shareholders or sponsors, and the registration status before the company's registration is resumed.

Clauses 28 and 29

The twenty-eighth registration management of registered capital and paid in capital of foreign invested enterprises shall be governed by these Provisions, unless otherwise provided by law.

The twenty-ninth Provisions come into effect on January 1, 2006.

The regulations of the State Administration for Industry and Commerce promulgated by the State Administration for Industry and Commerce in June 14, 2004 shall be repealed at the same time.