Laws of the Shanghai Province

(Adopted at the 20th Session of the Standing Committee of the 12th Shanghai Municipal People' s Congress on June 16, 2005)

Article 1

These Provisions are formulated to regulate the administration of enterprises' name registration, safeguard the legitimate rights and interests of the owners of enterprise names and maintain the order of fair competition, in accordance with the "Provisions on the Administration of Enterprises' Name Registration" and other laws and administrative regulations, and in the light of the actual circumstances of this Municipality.

Article 2

These Provisions shall apply to the registration of enterprises' names and related administrative activities within this Municipality' s administrative jurisdiction.

Article 3

The Shanghai Municipal Administration of Industry and Commerce shall be responsible for the approval of enterprise names that are preceded by the name of a municipal-level administrative division. The county branch offices for the administration of industry and commerce shall be responsible for the approval of enterprise names that are preceded by the names of the respective county-level administrative divisions. (The Shanghai Municipal Administration of Industry and Commerce and its county branches are hereinafter jointly referred to as the "Registration Authority" )

The Shanghai Municipal Administration of Industry and Commerce may delegate to its various branches the power to file and preliminarily examine the applications for registering enterprise names in their respective administrative jurisdictions.

Article 4

An enterprise name shall consist of the name of the administrative division, the shop name, and the name of the industry or some descriptive term regarding its business operation or organizational form.

The name of the industry or the descriptive term regarding its business operation in an enterprise name shall be based on the main business of the enterprise and conform to the classifications specified in the national trade classification standards.

Where an enterprise has a cross-industry business operation, its name does not have to contain the name of the industry or any descriptive term about its business operation, unless laws or administrative regulations provide otherwise.

Article 5

An enterprise name submitted for registration approval shall be distinctive, and shall not be identical or similar to the name of any other enterprise in the same industry already registered with the Registration Authority.

"Identical" in Clause 1 of this Article means that the enterprise name submitted for registration approval is exactly the same as another enterprise name already registered with the Registration Authority.

"Similar" in Clause 1 of this Article means that any of the following is true as between the enterprise name submitted for registration approval and another enterprise name already registered with the Registration Authority:

1. The two enterprise names contain the name of the industry expressed with identical words and identical shop names, with only the descriptive terms regarding their organizational forms being different;

2. The two enterprise names contain the name of the industry expressed in synonyms and identical shop names;

3. The two enterprise names contain the name of the industry expressed in identical words or synonyms, and the shop names have the same pronunciation and similar character form;

4. Neither enterprise name contains the name of the industry, but they have identical shop names, with only the descriptive term regarding their organizational forms being different;

5. Neither enterprise name contains the name of the industry, and the shop names have the same pronunciation and similar character form.

Article 6

The shop name in an enterprise name shall have at least two Chinese characters.

An enterprise name submitted for registration approval shall not contain any of the following:

1. Content or words that run counter to public interest or social morality;

2. Content or words that are misleading as to asset ownership or the nature of the undertaking;

3. Content or words that are so easily confused with the name of other legal persons or organizations as to lead to public misunderstanding; or

4. Anything else that may lead to public misunderstanding.

Article 7

The Registration Authority shall approve upon verification the applicant' s application for registration of the enterprise name unless such name is prohibited by laws, administrative regulations or Articles 5 and 6 of these Provisions.

Article 8

For registration of the enterprise name, the applicant shall submit an application signed by its sponsor(s) or all of its investors for preliminary verification and approval.

Where the sponsors or investors appoint a representative or authorize an agent to handle the registration of the enterprise name, a letter of authorization for such designated representative or authorized agent, signed by the sponsors or all the investors, shall be submitted together with the ID papers of such representative or agent.

Article 9

The Registration Authority or any branch office for administration of industry and commerce with the delegated power of filing and preliminarily examining the application for registration of an enterprise name shall decide to file or reject the application in accordance with the following:

1. If the application materials are complete and conform to the required format, or if the applicant has supplemented and corrected the materials as required by the Registration Authority, or a person with proper authorization has made corrections on the spot, a decision of filing shall be made;

2. If the application materials are incomplete or do not conform to the required format, a decision of rejection shall be made, and the applicant shall be notified, on the spot, of all the necessary additional information to be provided and corrections to be made.

As for applications submitted via mail, fax, EDI or email, the Registration Authority shall make a decision of filing or rejection within five business days after receiving the application.

Article 10

In respect of an application for enterprise name registration that has been filed, the Registration Authority shall make a decision of approval or disapproval on the spot, except when verification of the application materials is necessary, or a hearing is called for in accordance with these Provisions. In respect of an application for enterprise name registration that has been filed with a branch office with the delegated power to do filing and preliminary examination, the Registration Authority shall make a decision of approval or disapproval within 5 business days after the filing; where there is a need to verify the application materials, the Registration Authority shall make a decision of approval or disapproval within 10 business days after the filing.

Where an application is filed via mail, fax, EDI or email, the Registration Authority shall make a decision of approval or disapproval according to the relevant provisions of the State.

The Registration Authority shall issue a "Notice of Preliminary Approval of Enterprise Name Registration" to the enterprise whose application for registration of its enterprise name is approved; in cases of disapproval, a "Notice of Disapproval of Enterprise Name" shall be issued and the applicant shall be informed of the reasons thereof as well as its rights to seek administrative reconsideration or to resort to administrative litigation.

Article 11

An enterprise that intends to alter its name shall apply to the Registration Authority for registering the name alteration according to law.

The Registration Authority shall make a decision of approval or disapproval with respect to the application according to these Provisions and other relevant laws and administrative regulations concerning enterprise name registration.

Article 12

The name of an enterprise' s branch shall be preceded by the name of the enterprise.

A branch of an enterprise shall apply for registration of its altered name within 30 days after the enterprise to which it is subordinate receives approval for registering the name alteration. A branch of an enterprise that intends to alter its name shall apply, in accordance with the law, to the Registration Authority for registration of its altered name.

Article 13

An enterprise name approved for registration shall automatically cease to be effective upon the expiration of the reservation period provided in laws and administrative regulations, if it is not used in the registration of the enterprise.

Article 14

Where a people' s court has decided against the enterprise' s use of a registered enterprise name and sent a "Notice for Assistance in Execution" to the Registration Authority, the Registration Authority shall notify the enterprise to apply for registration of an altered name within three months.

Article 15

When any interested party holds that an applicant' s enterprise name is identical or similar to an already-registered enterprise name and seeks a hearing, the Registration Authority shall hold a hearing before it makes a decision with respect to such application.

The Registration Authority may invite experts, scholars and representatives from the general public to attend the hearing if it is necessary.

Article 16

Where an enterprise fails to apply for registration of an altered name in violation of Article 14 of these Provisions, the Registration Authority may impose on it a fine of between not less than 5,000 yuan and not more than 50,000 yuan.

With respect to other violations of these Provisions punishable under the "Provisions on the Administration of Enterprise Name Registration" and relevant laws and regulations, provisions of such laws and regulations shall prevail.

Article 17

The name registration of self-employed businessmen shall be administered by reference to these Provisions.

Article 18

These Provisions shall become effective on September 1, 2005.