Laws of the People's Republic of China

No. 155

Regulations on Administration of Foreign-Invested Construction and Engineering Service Enterprises, which were adopted after deliberation at the 103rd executive meeting of the Ministry of Construction on December 20th 2006, and were adopted after deliberation at the 10th ministerial meeting of the Ministry of Commerce on December 20th 2006, are hereby promulgated and shall enter into force on 26 March 2007 Minister of Construction: Wang Guangtao

Minister of Commerce: Bo Xilai

January 22, 2007

Regulations on Administration of Foreign-Invested Construction and Engineering Service Enterprises

Article 1

These Regulations are formulated in order to further the opening up to the outside and standardizing the administration of foreign-invested construction and engineering service enterprises in accordance with such laws and regulations as the Construction Law of the People's Republic of China, Invitation and Submission of Bids Law of the People's Republic of China, Law of the People's Republic of China on Chinese-foreign Equity Joint Ventures, Law of the People's Republic of China on Chinese-Foreign Contractual Joint Ventures, Law of the People's Republic of China on Foreign-capital Enterprises, Regulation on the Quality Management of Construction Engineering.

Article 2

These Regulations shall apply to the establishment of foreign-invested construction and engineering service enterprises within the territory of the People's Republic of China, the application for construction and engineering service enterprise qualifications and the administration and supervision of the foreign-invested construction and engineering service enterprises.

Article 3

The term "foreign-invested construction and engineering service enterprise" as mentioned in these Regulations refers to a Chinese-foreign construction and engineering service equity joint venture, or a Chinese-foreign construction and engineering service contractual joint venture, or a wholly foreign-owned construction and engineering service enterprise established within the territory of the People's Republic of China in accordance with Chinese laws and regulations.

The term "construction and engineering service" as mentioned in theses Regulations refers to supervision of construction engineering, tendering agency for engineering and engineering cost consultancy.

Article 4

A foreign investor, which intends to establish a foreign-invested construction and engineering service enterprise within the territory of the People's Republic of China and carry out construction and engineering service business shall, in accordance with laws, obtain the foreign-invested enterprise approval certificate from the commerce administration department and register with the Administration for Industry and Commerce, and also obtain the qualification certificate of construction and engineering service enterprise from the construction administration department.

Article 5

Foreign-invested construction and engineering service enterprises shall abide by the laws, regulations and rules of the People's Republic of China when carrying out construction and engineering service activities within the territory of the People's Republic of China.

The lawful operation of foreign-invested construction and engineering service enterprises and their legal rights and interests within the territory of the People's Republic of China shall be protected by Chinese laws, regulations and rules.

Article 6

The commerce administration department of the State Council and its authorized commerce administration departments of the people's government of provinces, autonomous regions or municipalities directly under the central government shall be responsible for the administration of establishing foreign-invested construction and engineering service enterprises.

The construction administration department of the State Council shall be responsible for the administration of the qualifications of foreign-invested construction and engineering service enterprises.

The construction administration departments of the people's government of provinces, autonomous regions or municipalities directly under the central government shall, in accordance with these Regulations, be responsible for the administration of qualifications of foreign-invested construction and engineering service enterprises within their authorized jurisdiction.

Article 7

The establishment of foreign-invested construction and engineering service enterprises shall be examined and approved by the commerce administration departments of the people's government of provinces, autonomous regions or municipalities directly under the central government authorized by the commerce administration department of the State Council.

Where an applicant is to apply for Grade A qualifications for construction and engineering service enterprise, it shall be examined and approved by the construction administration departments of the State Council; Where an applicant is to apply for Grade B qualifications or below for construction and engineering service enterprise, it shall be examined and approved by the construction administration departments of the people's government of provinces, autonomous regions or municipalities directly under the central government.

Article 8

The procedures for the establishment of a foreign-invested construction and engineering service enterprise and the application for construction and engineering service qualifications shall be as follows:

(1)

The applicant shall submit an application to the commerce administration department of the people's government of the province, the autonomous region or municipality directly under the central government where the proposed foreign-invested construction and engineering service enterprise is to be established;

(2)

The commerce administration department of the people's government of the province, or the autonomous region or municipality directly under the central government shall, within five days as of receiving the application, submit the application to the construction administration department of the people's government of the province, the autonomous region or municipality directly under the central government for opinions;

(3)

The construction administration department of the people's government of the province, or the autonomous region or municipality directly under the central government shall provide its opinion in writing within ten days as of receiving the request. Within 30 days as of receiving the response, the commerce administration department of the people's government of the province, or the autonomous region or municipality directly under the central government shall decide whether or not to approve the application and express such a decision in written form. If the application is approved, a foreign-invested enterprise certificate shall be granted; if the application is not approved, reasons for the disapproval shall be given in written form;

(4)

Within 30 days as of receiving the approval certificate, the applicant shall carry out enterprise registration with the relevant registration department;

(5)

After obtaining business license for the legal entity, if the foreign-invested construction and engineering service enterprise is to apply for the construction and engineering service enterprise qualifications, the application shall be carried out in accordance with the relevant provisions in respect of qualification administration.

Article 9

Examination and approval of the qualifications of foreign-invested construction and engineering service enterprises by the construction administration departments of the People's government of provinces, autonomous regions or municipalities directly under the central government shall be put on file with the construction administration department of the State Council within 30 days after the approval is given.

Article 10

An applicant who intends to establish a foreign-invested construction and engineering service enterprise shall submit the following documents to the commerce administration department of the People's government of the province, the autonomous region or municipality directly under the central government:

(1)

Application forms to establish a foreign-invested construction and engineering service enterprise;

(2)

The contract for establishment of foreign-invested construction and engineering service enterprise and the articles of association (only the articles of association are required for the establishment of a wholly foreign-owned construction and engineering service enterprise);

(3)

The notification of pre-verification of the name of the enterprise;

(4)

Documentary evidence of the investor and its bank credential letter;

(5)

Appointment letters and documentary evidence of the investor's designated chairperson and members of the board of directors, managers and technical managers etc.; and

(6)

Balance sheets and profit and loss accounts of the investor over the past three years audited by a certified accountant or an accounting firm; where the establishment of the investor is less than three years, balance sheets and profit and loss accounts for the years since its establishment shall be provided.

Article 11

The applicant applying for foreign-invested construction and engineering service enterprise qualifications shall submit the following documents to the construction administration department:

(1)

Application forms for the qualifications for a foreign-invested construction and engineering service enterprise;

(2)

The approval certificate for the establishment of the foreign-invested construction and engineering service enterprise;

(3)

The business license for enterprise as legal person;

(4)

Documentary evidence of registration of the investor in its home country or region, document of business performance and its bank credential letter;

(5)

Balance sheets and profit and loss accounts of the investor over the past three years audited by a certified accountant or an accounting firm, where the establishment of the investor is less than three years, balance sheets and profit and loss accounts for the years since its establishment shall be provided; and

(6)

Other documents as required by the regulations on the administration of enterprises' qualifications for supervision of construction engineering, tendering agency for engineering and engineering cost consultancy

Article 12

All materials required to be submitted by an applicant under these Regulations shall be in Chinese. If the original documentary evidence is in a foreign language, a Chinese translation shall be provided.

Article 13

The foreign investor applying to establish foreign-invested construction and engineering service enterprise shall be an enterprise engaging in relevant engineering service, other economic organization or a certified technician in his or her home country.

Article 14

Where an applicant who intends to apply for qualifications for foreign-invested construction and engineering enterprises, the enterprise shall meet the conditions as required in the standards for the qualifications for enterprises of supervision of construction engineering, tendering agency for engineering, and the engineering cost consultancy.

Article 15

The application by a foreign-invested construction and engineering service enterprise to upgrade its qualifications or to add additional engineering qualifications shall be made to the construction administration department in accordance with relevant regulations.

Article 16

Where a foreign-invested construction and engineering enterprise alters its contract or articles of association, it shall handle relevant procedures in the commerce administration department of the people's government of the province, autonomous region, or municipality directly under the central government.

Article 17

Where a foreign-invested construction and engineering service enterprise carrying out construction and engineering service activities within the territory of the People's Republic of China violates the Construction Law of the People's Republic of China, Invitation and Submission of Bids Law of the People's Republic of China, Regulations on Administration of Construction Engineering Quality, and other regulations, rules and relevant regulation on the administration of qualifications, it shall be imposed on a punishment in accordance with relevant provisions.

Article 18

For investors from Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region, who establish construction and engineering service enterprises and carry out businesses in other provinces, autonomous regions or municipalities directly under the central government, these Regulations shall be applied by analogy unless it is otherwise provided by laws, regulations or the State Council.

Article 19

The construction administration department of the State Council and the commerce administration department of the State Council shall be responsible for interpreting these Regulations.

Article 20

These Regulations shall enter into force as of 26 March 2007.