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What procedures need to be handled during examination and approval of a foreign-invested project?
2005-11-29 14:13:25

 

The project proposal no longer is a content necessary to be subject to examination and approval, and it is allowed to be no longer subject to separate examination and approval, except for the projects which are required to be subject to examination and approval by relevant department or commission under the State Council, contain infrastructure content, or stipulated otherwise by the nation. If a project proposal is to be subject to examination and approval, the following documents shall be provided:

A.     Application of the project of a joint-venture or co-operation enterprise

1. An application (the original) submitted by the Chinese investor or a qualified agency.

2. A project proposal (the original), which content mainly includes:

(1)    Basic situation on the both parties of Chinese and foreign investors.

(2)    Aggregate investment, registered capital, and proportion, pattern, and time limit of investment.

(3)    Scope of business, production scale, and analysis on the domestic and oversea markets.

(4)    The term of years for joint-venture or co-operation.

(5)    The content and condition of the technologies to be introduced.

(6)    Supply of main raw materials and spare parts.

(7)    Registered address and availability of infrastructure.

(8)    The number of staff and workers needed and their source.

(9)    Forecasted foreign exchange receipt and disbursement.

(10)Forecasted economic benefit.

The following appendices shall be attached as part of the project proposal:

(i)      The letter of intent for joint-venture or co-operation (the original).

(ii)    The Business License as a business entity and the certificate(s) of credit status of Chinese investor(s) (the original).

(iii)   The Business Registration Certification or identity document, and the certificate(s) of credit status of foreign investor(s) (the original).

(iv)  The document concerned with application for quota and/or license project (the original).

(v)    The area, relief map, and availability of the land to be used.

3. Other documents required to submit by the examination and approval body.

B.      Establishment of a joint-venture or co-operation enterprise

1. An application for establishment of an enterprise (the original) submitted by the Chinese investor or a qualified agency.

2. A feasibility study report (the original).

3. Corporate contract, articles of association and by-law.

4. Other documents required by the examination and approval body.

C.     Project application and establishment of a foreign-invested enterprise (usually called as foreign-owned enterprise)

1. The procedure for examining and approving the application shall be trusted to a body with qualification of consultative agency concerning foreign interests.

2. The procedure for applying project and establishment may be in according to those for joint-ventures and co-operation enterprises.

D. Establishment or restructuring of a foreign-invested company limited

1.       Establishment of a company limited:

(1)      The application for establishing a company limited by shares (the original);

(2)      The feasibility study report (the original);

(3)      The founder’s agreement (the original);

(4)      The explanatory memorandum to raise capital by floating shares (the original);

(5)      The founder’s financial accounting reports audited by a chartered public accountant in the last tree years (limited to the enterprise established by raising capital);

(6)      The articles of association and by-laws of the company limited by shares (the original);

(7)      The appraising report of the founder’s asset and its confirmation issued by the state-owned asset appraisal center;

(8)      The founder’s business license and the certificate of credit status in his/her bank of deposit;

(9)      The letter of notice for prior approval of the enterprise’s name;

(10) The name list of members of the board of directors and the border of supervisors and their basic introduction;

(11) Other documents required by the examination and approval body.

2.       Restructuring of a foreign-invested enterprise into a company limited by shares:

(1)       The application of restructuring a foreign-invested enterprise into a company limited by shares (the original);

(2)       The corporate contract and the articles of association and by-laws of the original foreign-invested enterprise;

(3)       The resolution of the board of directors of the original foreign-invested enterprise on restructuring enterprise

(4)       The resolution of the founder(s) of the original foreign-invested enterprise on terminating the original corporate contract and the original articles of association and by-laws (the original);

(5)       The appraising report of the original foreign-invested enterprise and its confirmation issued by the state-owned asset appraisal center;

(6)       the original foreign-invested enterprise (the original);

(7)       The article of association and by-laws of the company limited by shares (the original);

(8)       The original foreign-invested enterprise’s business license, approval certificate, and financial audit reports in the last three years;

(9)       The founder’s business license and the certificate of credit status;

(10)    The feasibility study report of the company limited by shares (the original);

(11)    The letter of notice for prior approval of the enterprise’s name;

(12)    Other documents required by the examination and approval body.

3.       Share addition of a (listed) company limited:

(1)     The application of the company limited on adding share and sequentially amending the articles of association and by-laws (the original);

(2)     The resolution of the board of directors (the original), the resolution of shareholder’s meeting (the original) and the valid certification by a notary public office (the original), the bulletin in a newspaper concerned;

(3)     The bulletins the company limited on share allotment and gift;

(4)     The amending letter of the articles of association and by-laws, and the amended articles of association and by-laws (the original);

(5)     The financial annual report in the last year;

(6)     The original approval certificate and the original business license;

(7)     The capital verification report;

(8)     Other documents required by the examination and approval body.

E. Establishment of an investment company hold wholly or partially by foreign

1.     The application, the project proposal, and the feasibility study report, the corporate contract, and the article of association signed by each investment parties for establishing a joint-venture investment company; The application form, the feasibility study report, and the article of association (the original) signed by the foreign investor for establishing a wholly-owned investment company.

2.     The certificate of credit status (the original), the registration certification, and the legal person certification of each party of investors,

3.     The approval certification, the business license, and the capital verification report issued by the Chinese chartered public accountant for foreign investor’s existing investment enterprise within the Chinese boundaries.

4.       The investor party’s financial report which has been audited by a chartered public accountant in the last three years;

5.       The parent company’s guarantee (the original);

6.       The building rental agreement or the contract to buy building, the real estate right certificates;

7.       The letter of notice for prior approval of the enterprise’s name;

8.       Other documents required by the examination and approval body;

9.       If a document is signed by a non-legal representative, who should show the letter of authorization (the original) granted by the legal representative of investor(s);

10.   If the procedure on the application is handled by entrusting to a legally established intermediary body, the letter of authorization (the original) signed by the legal representative of investor(s) should be shown.

 

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