I. Adjustment of capital and change of the business scope Materials needed: 1. Applications for capital adjustment (inclusive of increase and decrease), and alternation of the business scope, contract and the articles of association (originals); 2. Resolution on the capital adjustment and/or alternation of business scope, contract and articles of association (originals); 3. Amendments of contract and articles of association executed by the representatives of the investors (originals); 4. Capital verification report on the arrival of the registered capital issued by CPA firm; 5. Feasibility study report and attachment thereof are to be submitted in case of building, building extension and reconstruction. 6. Announcement carried for 3 times in main newspapers of the city upon the approval of the approving authority in case of capital decrease application; 7. Original approval certificate and business license of the enterprise; 8. Other documents required by the approving authority (e.g. latest financial audit report). II. Transfer of the stock rights of the investors Materials needed: 1. Application for the transfer of the stock rights by the enterprise (original); 2. Opinion of the Chinese authority (original); 3. Resolution on transfer of stock rights of the investors by the board of directors of the enterprise (original); 4. Agreement of the transfer of the stock rights (preferential right of assignment foregiven) executed by assigner, assignee and other investors, or recognized by other means in writing (original); 5. Original contract, articles of association and amendment agreement (original) of the enterprise; 6. Capital verification report; 7. Certificate of equity transaction of Equity Exchange, appraisal report of state-owned assets and the confirmation of the state assets verification center in case of state assets transfer; 8. Certificates of registration and credit standing of the new investors (original); 9. Copies of approval certificate and business license of the enterprise; 10. Name list of members of the board of directors before and after the transfer of the stock rights of the investors; 11. Other documents required by the approving authority (such as the content of the original business contract of the enterprise, and the composition of board of directors and rules of procedures in the articles of association). III. Merger and separation of the enterprise 1. Merger of the enterprise Materials needed: (1) Application for the merger of the enterprise and agreement on the merger executed by the legal representatives of the enterprise (originals); (2) Resolution on the merger of the highest decision-making level of the enterprise (original); (3) Contract and articles of association of the enterprise (4) Copies of approval certificate and business license of the enterprise; (5) Capital verification report; (6) Balance sheet and list of property of the enterprise; (7) Audit report of the previous year of the enterprise; (8) Name list of creditors of the enterprise; (9) Contract and articles of association of the enterprise after merger (original); (10) Name list of the members of the highest decision-making level of the enterprise after merger; 2. Separation of the enterprise Materials needed: (1) Application for the separation of the enterprise executed by the legal representatives of the enterprise (original); (2) Resolution on the separation of the enterprise by the highest decision-making level of the enterprise (original); (3) Agreement on separation executed by the remaining enterprise and the newly established enterprise (i.e. parties of the agreement) after enterprise separation (original); (4) Contract and articles of association of the enterprise; (5) Copies of approval certificate and business license of the enterprise; (6) Capital verification report; (7) Balance sheet and property list of the enterprise; (8) Name list of the creditors of the enterprise; (9) Contracts and articles of association of the enterprises established after separation (original); (10) Name list of the highest decision-making level of every enterprise after separation; (11) In case of establishment of new enterprises in other places owing to the separation, the opinion on the newly established enterprises by the approving authority where the new enterprise is located should be provided; 3. Notice The enterprise that plans to separate or merge should carry announcement on newspapers above provincial level that are distributed countrywide for at least three times within 30 days upon the receipt of the preliminary reply on separation or merger by the approving authority. In case there is no objection from the creditors of the enterprise, the applicant should submit following documents to the approving authority within 90 days after the first announcement of the enterprise involved in merger or separation. (1) Certificates of the carrying of announcements of separation or merger for three times on newspapers by the enterprise; (2) Certificate for notifying the creditors by the enterprise; (3) Explanation of the disposal of claimable assets and loans by the enterprise. IV. Alternation of the operating period of the enterprise (inclusive of extension and shortening) Materials needed: 1. Application for the alternation of the operating period of the enterprise (original); 2. Resolution on the alternation of the operating period of the enterprise by the board of directors (original); 3. Agreement on the amendment of original contract and articles of association of the enterprise (original); 4. Financial audit report of the previous year by the enterprise; 5. Copies of the approval certificate and business license of the enterprise; 6. Name list of the members of the board of directors; 7. Capital verification report; V. Application for terminating the operation in advance by the enterprise Materials needed: 1. Application for the termination of the operation in advance by the foreign funded enterprise (original); 2. Resolution on the termination of the operation in advance by the board of directors (original); 3. Name list of the members of the board of directors of the foreign funded enterprise (original); 4. Agreement on the termination of the enterprise in advance executed by the investors (original); 5. Original contract and articles of association of the foreign funded enterprise; 6. Capital verification report; 7. Name list of the liquidation committee of the foreign funded enterprise (original); 8. Financial audit report of the previous year of the enterprise (original); 9. Employee settlement plan of the foreign funded enterprise (original); 10. Original approval certificate and business license of the foreign funded enterprise (original); 11. Other materials required by the approving authority. VI. Simplified approval method in the form of table for the alternation of the matters Materials needed: 1. Alternation of the name of the enterprise; 2. Alternation of the registered address of the enterprise; 3. Change of the registered address of the enterprise; 4. Change of the name of the investor; 5. Adjustment of the proportion of the exported products; 6. Adjustment of the number of the members of the board of directors; 7.Alternation of the contribution period; 8. Alternation of the income distribution method; 9. Alternation of the contribution method. 10. Revision of the contract, articles of association and other provisions (exclusive of change of investment amount and registered capital; alternation of the business scope; change of proportion of investors and investment; and change of enterprise nature) VII. Data download and approval time Table download: Application for revision of the contract and articles of association of the foreign funded enterprise Examination and Approval time: 30 working days VIII. Approval basis Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures and its detailed implementation rules (2001) Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures and its detailed implementation rules Law of the People’s Republic of China on Foreign-capital Enterprises and its detailed implementation rules Regulation on the Investment Direction for the Foreign Investors Rules on the Approval of the Foreign-funded Enterprises of Shanghai Guideline Catalogue of Foreign Investment Industry Circular on Reinforcing the Approval, Registration, and Administration of Foreign Exchange and Tax of foreign-funded Enterprises Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors Several Regulations on the Alternation of the Stock Rights of the Investors of the Foreign-funded Enterprise Rules on the Merger and Separation of the Foreign-funded Enterprise Rules on Liquidation of the Foreign-funded Enterprise Circular on Relevant Provisions and Processes of the Adjustment of the Total Investment and Registered Capital of the Foreign-funded Enterprises Models for the Announcement and Notice of the Merger, Separation and Registered Capital Reduction of the Foreign-funded Enterprises |
