Measures for the Registration of Equity Pledge with Administrative Authorities for Industry and Commerce (Revised in 2016)

　　Order of the State Administration for Industry and Commerce No. 86

　　April 29, 2016

　　(Promulgated by Order of the State Administration for Industry and Commerce No.32 on September 1, 2008 and Revised by Order of the State Administration for Industry and Commerce No.86 on April 29, 2016)

　　Article 1 With a view to regulating the registration of equity pledge, the Measures is formulated pursuant to the provisions of the Property Rights Law of the People's Republic of China and other relevant laws.

　　Article 2 These Measures shall apply to the registered pledge of equities of limited liability companies and companies limited by shares, except for equities of companies limited by shares that have already been registered with securities registration and clearing organizations.

　　Article 3 The administration authorities for commerce and industry responsible for the registration of a company the equities of which are pledged shall be the equity pledge registration authorities (hereinafter referred to as the "registration authorities").
　　The enterprise registration departments in administration authorities for industry and commerce at all levels shall be the equity pledge registration departments.

　　Article 4 Items of equity pledge registration shall include:
　　1. names of the pledgor and the pledgee;
　　2. name of the company the equities of which are pledged; and
　　3. the amount of the pledged equities.

　　Article 5 The equities for which a pledge registration is applied shall be equities that may be legally transferred and pledged. No registration of pledge of equities that have been frozen by the people's court shall be applied for before the lifting of the freeze.

　　Article 6 An application for registration of creation, change or cancellation of an equity pledge shall be jointly filed by the pledgor and the pledgee.
　　An application for the revocation of registration of an equity pledge may be made either by the pledgor or by the pledgee.
　　An applicant shall bear legal liability for the authenticity of application materials, the legitimacy and validity of the pledge contract and the integrity of the functions and powers with respect to the pledged equity.

　　Article 7 The following materials shall be submitted as an applicant applying for creation registration of an equity pledge:
　　1. an Application Form for the Registration of Creation of Equity Pledge signed or sealed by the applicant;
　　2. a photocopy of the limited liability company's register of shareholders with the name and amount of capital contribution of the pledgor or a photocopy of the share certificate of the company limited by shares held by the pledgor (to be affixed company seal);
　　3. the pledge contract;
　　4. a photocopy of the certificate of entity qualification or natural person identity certificate of the pledgor and the pledgee (signed by the pledgor and the pledgee if they are natural persons or affixed their legal person seal if they are legal persons, similarly hereinafter); and
　　5. other materials required to be submitted by the State Administration for Industry and Commerce.
　　Where the application is submitted by a designated representative or jointly entrusted agent, the proof of designation of representative or joint entrustment of agent shall also be submitted by the applicant.

　　Article 8 In the case of change of amount of the pledged equity or change of name of the pledgor or the pledgee or change of name of the company the equities of which are pledged, an application for change of registration of equity pledge shall be submitted.

　　Article 9 The following materials shall be submitted by any applicant applying for registration of change of an equity pledge:
　　1. an Application Form for Registration of Change to Equity Pledge signed or sealed by the applicant;
　　2. the proof document for the relevant change to registration items; in the case of change of the amount of pledged equity, the amendments to the pledge contract or the supplementary contract to the pledge contract shall be submitted; in the case of change of the name of the pledgor or the pledgee or change of the name of the company the equities of which are pledged, a photocopy of the certificate of name change and the certificate of entity qualification or natural person identity document bearing the new name shall be submitted; and
　　3. other materials required to be submitted by the State Administration for Industry and Commerce.
　　Where the application is submitted by a designated representative or jointly entrusted agent, the proof of designation of representative or joint entrustment of agent shall also be submitted by the applicant.

　　Article 10 In the case of extinguishment of major creditor's rights, realization of pledge, forfeiture of pledge rights by the pledgee or extinguishment of the pledge rights as a result of other circumstances stipulated by law, an application for cancellation of equity pledge registration shall be submitted.

　　Article 11 Applicants for cancellation of equity pledge registration shall submit an Application Form for Registration of Equity Pledge Cancellation bearing the applicant's signature or seal.
　　Where a representative is designated or an agent is jointly authorized for the application, proof of designation or authorization shall also be submitted.

　　Article 12 Where a pledge contract is determined to be void or is revoked according to law, an application for cancellation of registration shall be filed.

　　Article 13 When any applicant applying for the cancellation of equity pledge registration, the following materials shall be submitted:
　　1. the Application Form for Registration of Equity Pledge Cancellation affixed with the signatures or seals of the applicants; and
　　2. the legal document under which the pledge contract is determined to be void or is revoked according to law;
　　Where a representative is designated or an agent is jointly authorized, proof of representative designation or joint agent authorization shall be submitted as well.

　　Article 14 The registration authority shall deal with the registration and issue a registration notice right after application acceptance. The notice shall be affixed with the registration authority's seal specialized for equity pledge registration.
　　Where an application does not fall within the scope of equity pledge registration or within the authority's jurisdiction over registration, or is found in violation of the Measures, the registration authority shall inform the applicant and return the application materials on the spot.

　　Article 15 The registration authority shall post the registration particulars of equity pledge on the enterprise credit information disclosure system for public consultation.
　　In case of any error in equity pledge registration records caused by the registration authority, it shall be rectified immediately by the aforesaid authority.

　　Article 16 Equity pledge registration templates shall be formulated by the State Administration for Industry and Commerce.

　　Article 17 The Measures shall be effective as of October 1, 2008.