The Central Interim Measures For The Supervision And Administration Of Foreign Investment

Original Language Title: 中央企业境外投资监督管理暂行办法

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201207/20120700369582.shtml

The Central interim measures for the supervision and administration of foreign investment (March 18, 2012 State State-owned assets supervision Management Committee makes 28th, announced since May 1, 2012 up purposes) first article for strengthening State State-owned assets supervision Management Committee (following referred to country funding Board) perform funded people duties of enterprise (following referred to central enterprise) outside investment supervision management, promote central enterprise carried out international business, guide and specification central enterprise outside investment activities, according to People's Republic of China Enterprise State-owned assets method, and People's Republic of China company law and

    The interim regulations on State-owned assets supervision and administration of such laws and administrative regulations, these measures are formulated.

    Article II foreign investments in these measures refers to the central business and sole proprietorship, holding firm at all levels (hereinafter referred to as enterprises at all levels) the borders of our country and Hong Kong S.A.R., and Macau S.A.R. and Taiwan region's investment in fixed assets, equity investments and other investments.

    Article SASAC supervision of overseas investments by central enterprises management according to law, urging foreign investments of the enterprises under the Central Government to establish a sound management system, guiding Central enterprises ' overseas investment risk and guide Central increased overseas investment cooperation between enterprises, and avoid vicious competition.

    Fourth central enterprise based on enterprise internationalization strategy should be to develop overseas investment plan, establish and improve the foreign investment management system, improving the quality of decision making and risk levels, organize regular auditing, strengthening the construction of administration of overseas investment institutions and personnel, and strengthen the supervision and guidance of overseas investment activities at all levels.

    Central enterprises at all levels of an enterprise shall establish and improve foreign investment management system, strictly abide by the central administrative provisions on foreign investment, strengthen the management of overseas investment decision-making and implementation.

    Fifth overseas investment should be guided by the following principles:

    (A) plan for national economic and social development and foreign investment industrial policies;

    (B) in line with the direction of State-owned economy distribution and structure adjustment;

    (C) with the enterprise development strategy and international business strategy, highlighting industry, helps to improve the international competitiveness of enterprises;

    (D) the investment scale and the scale of enterprise asset management, asset-liability levels, actual funding and financial affordability;

    (V) compliance with host-country (regional) laws and policies, respect the local customs. Sixth Central enterprises foreign investment shall be submitted to the Commission for the record management system.

    Foreign investment management system should include the following main elements:

    (A) the foreign investment guidelines and principles;

    (B) the administration of overseas investment institutions and their responsibilities;

    (C) foreign investment decision-making process and management process;

    (D) foreign investment risk management systems;

    (E) foreign investment evaluation, assessment, audit and accountability;

    (F) supervision and management system of enterprises ' overseas investment.

    Article seventh foreign investment of the enterprises under the Central Government shall, in accordance with planning the annual overseas investment plan, submitted to the Commission on time and in accordance with the relevant requirements.

    Annual overseas investment plan shall include the following main elements:

    (A) the total scale of overseas investment, funding sources, and composition;

    (B) basic statistics on key investment projects (including project background, content, structure, location, length of investment, financing, implementation, risk analysis and investment benefits, etc).

    Key investment projects is the foreign investment of the enterprises under the Central Government in accordance with its internal management system, from its top investment in decision-making bodies decided central enterprise and investment project at all levels. Eighth in annual overseas investments of Central enterprises planned main focus of investment projects, SASAC implementation record.

    Of objections to overseas investment projects, SASAC written comments shall be presented in a timely manner. 

    Nineth not included in Central enterprises ' overseas investment plans, additional key investment projects in industry, central corporate internal investment decision-making procedures should be submitted to the Commission after filing, objects to the project, the Commission shall, within 20 working days presented their views in writing. Tenth principle shall not be invested in non-core business outside of Central enterprises. Have a specific reason really necessary investments should be approved by the Commission.

    Central SOEs should be approved by the Commission shall submit the following materials:

    (A) application for approval of a non-core business investments;

    (B) the investment projects of the Central enterprises to non-business-related decision documents;

    (C) non-business investment project feasibility studies, due diligence and other related documents;

    (D) non-business investment project risk assessment, risk control and risk prevention report;

    (E) other necessary materials.

    Commission pursuant to relevant laws, regulations, and State-owned assets supervision, mainly from non-core business necessity of implementation of investment projects, business development strategy and business impact, business investment for the development of capacity to audit and risk control ability, within 20 working days to issue a written opinion.

    11th in the implementation of major investment projects, project investment in content substantially changed, significant adjustments and investments the shareholding structure when major changes and other important information, central enterprise shall promptly report to the SASAC.

    12th according to the relevant regulations of the State administration of overseas investment, need to be decided by the relevant departments of the State Council or the State Department, batch (nuclear) overseas investment projects, central enterprise related approval documents should be copied to the SASAC.

    13th Central enterprises should strictly enforce the internal decision-making procedures, project feasibility studies, due diligence, played both inside and outside the social role of intermediary institutions, and financial, legal and other professional advisors, improve the quality of foreign investment decisions.

    14th Central enterprises shall strengthen the risk management of overseas investment to collect host-country (region) of risk information, qualitative and quantitative assessment of the risk analysis, develop appropriate project to prevent and remove, strengthen risk, develop emergency plans and risks after the withdrawal mechanism, good risk management.

    15th enterprises under the Central Government shall be referred to the central enterprise fixed asset investment project evaluation guide (State planning (2005), 92nd) on the administration of overseas investment after the implementation of evaluation. 

    16th overseas investment property, outside of enterprises under the Central Government shall, in accordance with the relevant provisions to strengthen property rights management.

    17th central enterprise in violation of these regulations, the Commission shall order the correction in serious cases, causing heavy losses to the company, in accordance with the relevant provisions of holding enterprises and those responsible accountable. 18th article this way come into force May 1, 2012.