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  2. the contract for, and the articles of association of, the Venture Investment Enterprise signed by all investors; (来源:www.EnglishCN.com)

  3. a written declaration of the requisite investors (the contents of the declaration shall include: the satisfaction of the qualification requirements specified in Article 7 by the investors, the authenticity of all the submitted materials, the strict adherence to the requirements hereof and in other laws and regulations of China by the investors);

  4. the legal opinion issued by a law firm regarding the legal existence of the requisite investors and that the afore-mentioned declaration has been duly authorized and signed;

  5. a description of the venture investment business of the requisite investors, a description of the capital under their management during the three years before the application, a description of the capital that they have invested, the résumés of their professional venture investment management personnel;

  6. (photocopies of) investors' registration certificates and (photocopies of) proof of their legal representatives' status as such;

  7. the advance approval notice for the name of the Venture Investment Enterprise issued by the name registration authority;

  8. if the qualification of a requisite investor is based on Paragraph Four of Article 7, the relevant materials regarding the affiliated entity that satisfies the qualification requirements shall also be submitted; and

  9. other documents relevant to the application for establishment required by the Examination and Approval Authority.

  Article 10 Venture Investment Enterprises shall annotate the words 'Venture Investment' in their names. No foreign-invested enterprises other than Venture Investment Enterprises may use the words 'Venture Investment' in their names.

  Article 11 When applying to establish a Venture Investment Enterprise, the following documents shall be submitted to the Registration Authority, and the applicant shall be responsible for the authenticity and validity of such documents:

  1. the application for registration of establishment signed by the chairman of the board or the responsible person of the joint management committee of the Venture Investment Enterprise;

  2. the contract and articles of association, and the approval document and certificate issued by the Examination and Approval Authority;

  3. the proof of lawful commencement of business or identity of the investors;

  4. the proof of creditworthiness of the investors;

  5. the appointment documents and proof of identity of the legal representative and the record filing documents for the personnel of the enterprise such as directors and managers;

  6. the advance approval notice for the enterprise name; and

  7. the proof of domicile or business site of the enterprise.

  When applying to establish a Non-legal Person Venture Investment Enterprise, an applicant shall also submit the articles of association or partnership agreement of the overseas requisite investors. Where there are investors specified in the Paragraph Four of Article 7 hereof in the enterprise, a letter of guarantee issued by the affiliated entity stating that it will undertake joint and several liability for the capital contribution of the investor shall also be submitted.

  All of the above documents shall be in Chinese. If any document is in a foreign language, a standard Chinese translation shall be provided.

  Where there are changes to the registered items of a Venture Investment Enterprise, the Venture Investment Enterprise shall apply to the original Registration Authority for registration of change.

  Article 12 Corporate Venture Investment Enterprises that have been verified and approved by the Registration Authority will be issued an Enterprise Legal Person Business Licence. Non-legal Person Venture Investment Enterprises that have been verified and approved by the Registration Authority will be issued a Business Licence.

  The Business Licence shall state the total amount of capital contribution subscribed to by the investors of the Non-legal Person Venture Investment Enterprise and the names of the requisite investors.

  PART THREE CAPITAL CONTRIBUTION AND RELEVANT CHANGES

  Article 13 Capital contribution and relevant changes of investors of a Non-legal Person Venture Investment Enterprise shall comply with the following provisions:

  1. investors may, according to the progress of venture investment, make their capital contribution in instalments within a maximum period of five years. The amount of capital contribution in each instalment shall be determined independently by the Venture Investment Enterprise based on the contract for the Venture Investment Enterprise and the agreement it signed with its Investee. Investors shall agree in the contract for the Venture Investment Enterprise on the liability and the relevant measures in case of failure of an investor to make capital contribution on time;

  2. During the existence of a Venture Investment Enterprise, the investors may not reduce the amount of capital contribution to which they subscribed in general. If the reduction is agreed by the investors whose capital contributions account for more than 50% of the total amount of capital contribution and the requisite investors, and the Venture Investment Enterprise does not violate the requirement of the minimum amount of US$10 million subscribed capital, the investors may reduce the capital contribution to which they subscribed upon the approval of the Examination and Approval Authority (with the exception of the reduction of invested capital by the investors according to Item (5) of this Article or reduction of any unutilized subscribed capital after the expiry of the investment time period for the Venture Investment Enterprise)。 Under these circumstances, the investors shall stipulate the conditions, procedures and methods for reduction of the amount of capital contribution to which they subscribed in the contract for the Venture Investment Enterprise;

  3. During the existence of a Venture Investment Enterprise, no requisite investor may withdraw from the Venture Investment Enterprise. Where a requisite investor needs to withdraw in special circumstances, it shall obtain the consent of other investors whose capital contributions account for more than 50% of the total amount of capital contribution, and shall transfer its equity interests to a new investor that fulfils the requirements specified in Article 7. The contract for and articles of association of the Venture Investment Enterprise shall also be amended accordingly and submitted to the Examination and Approval Authority for approval.

  If another investor transfers its subscribed capital or contributed capital, such transfer shall be handled in accordance with the agreement in the contract for the Venture Investment Enterprise, and the transferee shall fulfil the relevant requirements specified in Article 6 hereof. The investors shall amend the contract for and articles of association of the Venture Investment Enterprise accordingly, and shall submit them to the Examination and Approval Authority for record filing.

  4. After a Venture Investment Enterprise has been established, if a new investor applies to join, such admission shall comply with these Provisions and the agreement in the contract for the Venture Investment Enterprise, and shall be consented to by the requisite investors. The contract for and articles of association of the Venture Investment Enterprise shall be amended accordingly and submitted to the Examination and Approval Authority for record filing.

  5. The portion of the income derived from a sale or disposal in other ways by a Venture Investment Enterprise of its interest in an Investee that equals to the amount of its original capital contribution may be distributed directly to the investors. Such distribution shall constitute a reduction of invested capital by the investors. The Venture Investment Enterprise shall agree on the specific methods for such distribution in the contract for the Venture Investment Enterprise, and shall, at least 30 days prior to such distribution, submit to the Examination and Approval Authority and the local foreign exchange control authority a statement for record filing requesting for a corresponding reduction in the amount of capital contributed by the investors, and a proof that the unpaid amount of capital contribution subscribed to by the investors of the Venture Investment Enterprise and the other funds held by the Venture Investment Enterprise at that time are at least equal to the investment obligations undertaken by the Venture Investment Enterprise at that time. However, such distribution may not be a defence for the Venture Investment Enterprise to a claim against any breach of its investment obligations.

 
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