Laws of the People's Republic of China

    Article 1  These Rules are formulated for the purpose of standardizing
the registration administration of legal representatives of legal entities.

    Article 2  These Rules shall be applicable to the registration
administration of legal representatives in the registration of legal entities
(including registration of companies, the same hereinafter).

    Article 3  A legal representative of a legal entity(hereinafter referred
to as a legal representative of an enterprise) shall, subject to the
verification, approval and registration of an enterprise registration organ,
obtain the qualification of a legal representative of an enterprise.

    Article 4  Whoever has any of the following circumstances must not serve
as a legal representative of an enterprise, and no enterprise registration
organ shall verify, approve and register:

    (1)whoever has no ability for civil acts or has restricted ability for
civil acts.

    (2)whoever is under criminal penalty or under compulsory criminal
measures.  

    (3)whoever is wanted by a public security organ or state security organ.

    (4)whoever has been sentenced to criminal penalty whose completion of service of the sentence has not exceeded five years for committing crime of
corruption and bribery, crime of infringement on property or crime of
disruption of the order of socialist market economy; whoever has been
sentenced to criminal penalty whose completion of service of the sentence
has not exceeded three years for committing other crimes; or whoever has
been sentenced to deprivation of political rights for committing crimes
whose completion of service of the sentence has not exceeded five years.

    (5)whoever has served as the legal representative, or director or manager
of an enterprise that has gone bankrupt for liquidation due to mismanagement
and assumed personal responsibility for the bankruptcy of the said
enterprise and has not exceeded three years from the date of completion of the bankruptcy liquidation of the said enterprise.

    (6)whoever has served as the legal representative of an enterprise the
business license of which has been revoked for violation of law and assumed
personal responsibility for the illegal acts of the said enterprise and
has not exceeded three years from the date of revocation of the business
license of the said enterprise.

    (7)whoever has been in debt in fairly big amount and has not liquidated
it on maturity.

    (8)other persons who cannot serve as a legal representative of an
enterprise specified by laws and the State Council.

    Article 5  The procedures for appoitment and relief of the post of the
legal representative of an enterprise should conform to the provisions of
laws, administrative regulations and articles of association of the legal
entity.

    Article 6  In the event of occurence of any of the circumstances listed
in Article 4 of these Rules during the term of office of the legal
representative, the said legal entity should apply for going through
registering the change in the legal representative of the enterprise.

    Article 7  A legal entity should, in applying for going through
registering the change in the legal repesentative of the enterprise,
present the following documents to the original enterprise registration
organ:

    (1)the document on the relief of the post of the original legal
representative of the enterprise;

    (2)the document on the assumption of office of the new legal
representative of the enterprise; and

    (3)the letter of application for registering the change signed by the
original legal representative of the enterprise.

    When the legal representative of a limited liability company or a company
limited by shares who is unable to or will not sign the letter of application
for registering the change during his/her term of office in the event of occurrence of any of the circumstances listed in Article 4 of these Rules,
the legal representative-designate of the company shall sign the letter of application for registering the change in accordance with the resolution of the general meeting of shareholders or that of the board of directors on
the change of the legal representative of the company.

    When the legal representative of a legal entity other than the corporate
legal person who is unable to or will not sign the letter of application
for registering the change during his/her term of office in the event of occurrence of any of the circumstances listed in Article 4 of these Rules,
the legal representative-designate of the enterprise shall sign it in
accordance with the decision of the contributors of the enterprise on
the change of the legal representative of the enterprise.

    Article 8  The legal representative of an enterprise should exercise
his/her powers pursuant to the terms of reference prescribed by laws,
administrative regulations and the articles of association of the legal
entity.

    Article 9  The signature of the legal representative of an enterprise
should be submitted to the enterprise registration organ for the record.

    Article 10  Whoever conceals truth and adopts fraudulent means in
obtaining the qualification of the legal representative of an enterprise
in violation of these Rules shall be ordered by the enterprise registration
organ to make a rectification and imposed a fine of more than RMB 10,000
Yuan less than RMB 100,000 Yuan; where the circumstances are serious, the
registration of the enterprise shall be nullified and the business license
of the legal entity shall be revoked.

    Article 11  Whoever should apply for going through the registration for
the change of the legal representative of an enterprise but fails to go
through the same in violation of these Rules shall be ordered by the
enterprise registration organ to go through the same within the specified
time period; whoever fails to go through the same on expiry of the specified
time period shall be imposed a fine of more than RMB 10,000 Yuan less than
RMB 100,000 Yuan; where the circumstances are serious, the registration of the
enterprise shall be nullified and the business license of the legal entity
shall be revoked.

    Article 12  Any unit or individual has the right to report the offense
to the enterprise registration organ upon uncovering of any of the
circumstances listed in Article 4 of these Rules on the part of the
legal representative of an enterprise.

    Article 13  These Rules shall enter into force as of the date of promulgation.