Laws of the People's Republic of China

Issued by the General Office of the Ministry of Commerce (MOFCOM)

Circular of General Office of the Ministry of Commerce on Printing and Distributing Archival-filing Materials for Project Application of Measures for the Implementation of the Administration of Automobile Brand Sales

No.28 [2005] of the Ministry of Commerce

The competent departments of commerce of all provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in the state plan and Xinjiang Production and Construction Corps:

With a view of ensuring the smooth implementation of Measures for the Implementation of the Administration of Automobile Brand Sales (hereinafter referred to as the Measures) and further clarifying relevant requirements of archival-filing materials for project application, in accordance with the relevant provisions of the Measures, we have formulated Archival-filing Materials for Project Application of Measures for the Implementation of the Administration of Automobile Brand Sales, which is hereby printed and distributed to you and shall be implemented accordingly. Relevant work relating to the establishment of automobile general distributor and brand distributors with foreign investment shall be in the charge of the Department of Foreign Investment Administration; relevant work relating to archival-filing of automobile general distributor and brand distributors shall be in the charge of the Department of Market System Development.

Contact person of the Department of Foreign Investment Administration: Xing Yunfeng

Telephone: 65197393

Fax: 65197322

Contact person of the Department of Market System Development: Cai Yong, Chen Yuehong

Telephone: 85226393 85226390

Fax: 65129571

General Office of the Ministry of Commerce of the People's Republic of China

May 30th, 2005

Archival-filing Materials for Project Application of Measures for the Implementation of the Administration of Automobile Brand Sales

I.

Materials that shall be submitted in the event of establishment (including merging and altering business scope) of automobile general distributor with foreign investment

1.

Submission letter of enterprise group specifically designated in the state plan/provincial commerce competent department where the enterprise to be established is located.

2.

Application signed by all investors for enterprise establishment, mainly including:

(1)

General situation of the project: enterprise name; place of registration and address of branches; total investment, registered capital; basic information about all investors, their financial contribution proportions and modes; business scope, size and term.

(2)

Construction and supporting content: primary facilities; origins of the commodities, purchase and delivery mode; plan of environmental protection and fire control.

(3)

Professional automobile sale capacity analysis: marketing survey, sales plan, sales promotion by advertising; network construction and guide thereof; production service, technical training and consultancy; material content, institutional framework, personnel arrangement and structure of parts supply and logistic management.

Therein, the layout, size and schedule shall be specified for network construction.

3.

Letter of Authorization of Automobile General Distributor issued by the automobile production enterprise (please refer to appendix 1 for the sample, the same below). Therein, where the automobile production enterprise is an overseas enterprise, the enterprise registration certificate (photocopy) and legal representative certificate (photocopy) shall be provided.

4.

Contract, articles of association and its appendixes of the enterprise to be established (foreign-invested enterprise shall submit articles of association only).

5.

Credit letter of banks, registration certificate (photocopy) and legal representative certificate (photocopy), and where the foreign investor is individual, identification certification shall be provided.

The audit reports of the last year of all the investors that are audited by accounting firms.

6.

Evaluation report of the state-owned assets that the Chinese investors propose to invest in Chinese-foreign equity joint venture and Chinese-foreign contractual joint venture in commercial fields.

7.

Member list of board of directors of the foreign-invested commercial enterprise to be established and letters of accreditation by directors of all investors.

8.

Notice issued by the administrative department for industry and commerce on advance approval of enterprise name.

II.

Materials that shall be submitted in the event of establishment (including merging and altering business scope) of automobile brand distributors with foreign investment

1.

Submission letter of enterprise group specifically designated in the state plan/provincial commerce competent department where the enterprise to be established is located.

2.

Application signed by all investors for enterprise establishment, mainly including:

(1)

General situation of the project: enterprise name; place of registration and addresses of branches; total investment, registered capital; basic information about all investors, their financial contribution proportions and modes; business scope, size and term.

(2)

Construction and supporting content: numbers of branches (stores included) to be established, business place; the store newly established shall provide the opinion that conforms to urban development plan and is issued by local competent department of commerce; primary facilities; origins of commodities, purchase and delivery mode; plan of environmental protection and fire control.

(3)

Analysis of automobile business scope and size that corresponds to the field, facilities and professional technicians.

3.

Letter of Authorization of Automobile Brand Distributor (please refer to appendix 2 for the sample, the same below) issued by the automobile supplier (automobile production enterprise or automobile general distributor, the same below). Therein, in the event of operation of import automobile, Letter of Authorization of Automobile Brand Distributor that is issued by automobile general distributor within the territory of China shall be provided.

4.

Contract, articles of association and its appendixes of the enterprise to be established (foreign-invested enterprise shall submit articles of association only).

5.

Credit letter of banks, registration certificate (photocopy) and legal representative certificate (photocopy) of all investors, and in case that the foreign investor is individual, identification certification shall be provided.The audit reports of the last year of all the investors that are audited by accounting firms.

6.

Evaluation report of the state-owned assets that the Chinese investors propose to invest in Chinese-foreign equity joint venture and Chinese-foreign contractual joint venture in commercial fields.

7.

Member list of board of directors of the foreign-invested commercial enterprise to be established and letters of accreditation by directors of all investors.

8.

Notice issued by the administrative department for industry and commerce on advance approval of enterprise name.

9.

House rent agreement (photocopy) and/or usufruct certificate documentation (photocopy) of land that the proposed store uses, with the exception of store whose business place is less than 3,000 sq.m..

III.

Materials that an automobile supplier and a brand distributor shall put on file

1.

Archival-filing materials that an automobile supplier authorizes the automobile general distributor and brand distributors to use and sell (in accordance with Article 35 of the Measures): Automobile Supplier Authorization Information Archival-filing and Registration Sheet (see appendix 3).

2.

Before October 1, 2005, archival-filing materials that automobile sales enterprise are determined as automobile general distributor or brand distributors by automobile supplier prior to April 1, 2005 (in accordance with Article 36 of the Measures):

(1)

Enterprise business license (photocopy, the same below).

(2)

Sedan cars business approval documentation issued by state relevant departments (photocopy).

(3)

Letter of Authorization of Automobile General Distributor and Letters ofAuthorization Automobile Brand Distributors issued by automobile supplier.

(4)

Sheet for Archival-filing and Registration of Automobile General Distributor Information (see appendix 4, the same below) and Sheet for Archival-filing and Registration of Automobile Brand Distributor Information (see appendix 5, the same below).

3.

Archival-filing materials of automobile general distributor and brand distributors newly established (including merging and altering business scope)(in accordance with Article 34 of the Measures):

(1)

Enterprise business license.

(2)

Sheet for Archival-filing and Registration of Automobile General Distributor Information and Sheet for Archival-filing and Registration of Automobile Brand Distributor Information.