Provisions Relating To Mergers And Acquisitions Of Domestic Enterprises By Foreign Investors (Interim Provisions On Mergers And Acquisitions Of Domestic Enterprises By Foreign Investors (Amended In 2006))

Original Language Title: 关于外国投资者并购境内企业的规定(外国投资者并购境内企业暂行规定(2006年修正本))

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(August 8, 2006 by Ministry of Commerce, the State-owned assets supervision and Administration Commission, the State administration of taxation, the State administration for industry and Commerce and China Securities Regulatory Commission, the State administration of foreign exchange announced 2006 of 10th as of September 8, 2006) contents chapter I General provisions chapter II chapter III of the basic system of approval and registration chapter fourth foreign investors merge domestic companies using equity as the means of payment section in equity merger filing in section II of the conditions and procedure
    Third section for special purpose company of special provides fifth chapter anti-monopoly review sixth chapter schedule first chapter General first article to promote and specification foreign investors to China investment, introduced abroad of advanced technology and management experience, improve using foreign of level, achieved resources of reasonable configuration, guarantee employment, and maintenance fair competition and national economic security, according to foreign investment enterprise of legal, and administrative regulations and the company law and other related legal, and administrative regulations, developed this provides. Second article this provides by said foreign investors merger territory enterprise, Department refers to foreign investors purchase territory non-foreign investment enterprise (following said "territory company") shareholders of equity or subscription territory company increased funding, makes the territory company change established for foreign investment enterprise (following said "equity merger"); or, foreign investors established foreign investment enterprise, and through the Enterprise Agreement purchase territory enterprise assets and operation the assets, or, foreign investors agreement purchase territory enterprise assets,
    And to operate the assets of the asset investment of foreign-funded enterprises (hereinafter the "acquisitions").
    Article mergers and acquisitions of domestic enterprises by foreign investors should abide by Chinese laws and administrative regulations and rules, and follow the principle of fair and reasonable, making compensation and good faith, must not cause excessive concentration, the exclusion or limitation of competition, must not disrupt social and economic order and harm the public interest must not result in the loss of State assets.
    Fourth article mergers and acquisitions of domestic enterprises by foreign investors, shall comply with Chinese laws, administrative rules and regulations for investor qualification requirements and industry, land and environmental protection policies.
    In accordance with foreign investment industry guide directory not allows foreign investors owned business of industry, merger shall not led to foreign investors holds enterprise of all equity; needed by China holding or relative holding of industry, the industry of enterprise was merger Hou, still should by China in enterprise in the accounted for holding or relative holding status; ban foreign investors business of industry, foreign investors shall not merger engaged in the industry of enterprise.
    By the merged domestic enterprise original investment the business scope of the enterprise should comply with the requirements relating to foreign investment industrial policies; do not meet the requirements, should be adjusted.
    Fifth article mergers and acquisitions of domestic enterprises by foreign investors involving State-owned property right transfer and the listing of State-owned equity management company shall comply with the relevant provisions of the State-owned assets management.
    Sixth article mergers and acquisitions of domestic enterprises by foreign investors to set up foreign-funded enterprises shall, in accordance with the regulations approved by the approving authority, registration or registration with the registration authority.
    If the acquired company for domestic listed companies, foreign investors upon listed companies should be under the management of strategic investments and related formalities to the securities regulatory authority under the State Council.
    Article seventh parties involved in mergers and acquisitions of domestic enterprises by foreign investors should pay taxes according to China's tax law, accept supervision by the tax authorities.
    Article eighth parties involved in mergers and acquisitions of domestic enterprises by foreign investors should abide by China's foreign exchange management law and administrative regulations, and exchange with the foreign exchange control authority approval, registration, filing and change procedures.
    Chapter II basic system of Nineth foreign investors registered in foreign-invested enterprise established after the merger of investment capital is more than 25%, the companies enjoy the benefits of enterprises with foreign investment. Foreign investors in the registered capital of foreign-invested enterprise established after the merger of the funded ratio is less than 25%, unless otherwise provided by laws and administrative regulations, which do not enjoy the benefits of enterprises with foreign investment, their borrowing in accordance with relevant regulations of non-foreign-invested enterprises borrowing. Approval authorities issue raised "foreign contribution is less than 25% the words" approval certificate for foreign-invested enterprises (hereinafter "approval certificate").
    Registration authority, foreign exchange control authority shall issue raises "the proportion of foreign investments is less than 25%" business licenses of enterprises with foreign investment and foreign exchange registration certificate bearing the words. Territory company, and enterprise or natural to its in outside legal established or control of company name merger with has associated relationship of territory company, by established of foreign investment enterprise not enjoy foreign investment enterprise treatment, but the outside company subscription territory company increased funding, or the outside company to merger Hou by set enterprise increased funding, increased funding amount accounted for by set enterprise registered capital proportion reached 25% above of except.
    In accordance with established foreign-funded enterprises mentioned in that subsection, beyond its actual control of the foreign investor's investment in the company registered capital is more than 25%, and enjoy the benefits of enterprises with foreign investment.
    Merger and acquisition of domestic listed companies by foreign investors of foreign-funded enterprises established after treatment, in accordance with the relevant provisions of the State.
    Mentioned in the tenth article of the provisions the approval authority for People's Republic of China's Ministry of Commerce or provincial departments in charge of Commerce (hereinafter "provincial approval authority"), the registration authority for People's Republic of China National Administration for industry and commerce or its authorized local administration for industry and commerce, the Exchange administration agencies for People's Republic of China State administration of foreign exchange, or its affiliates.
    Foreign-funded enterprise established after the merger, according to the provisions of laws and administrative regulations and rules, are to be approved by the Commerce Department specific types of foreign-invested enterprise or industry, provincial approval authority should transfer the application documents reported to the Ministry of Commerce for approval, law of Commerce's decision to approve or disapprove.
    11th domestic companies and enterprises with its outside legal or natural persons established or controlled on behalf of the company acquisition and its affiliated companies in the, shall be reported to the Ministry of Commerce for approval.
    Parties are allowed to foreign-funded enterprises in investment or other means to evade the above requirements.
    12th foreign investor merges a domestic enterprise and practical control, relating to key industries, affecting or likely to affect the country's economic security or cause to have well-known trademarks or the Chinese brand of corporate control right transfer in the territory of, the parties concerned should declare to the Department of Commerce.
    Parties fail to report, but the merger of national economic security cause or are likely to have a significant impact, the Ministry of Commerce jointly with related departments to request the parties to terminate transactions or transfers of shares, assets or other effective measures in order to eliminate the effect of merger on national economic security.
    13th equity merger and acquisition by foreign investors, foreign-funded enterprise established after the merger of inheritance of the merged domestic company creditor's rights and debts.
    Asset acquisition by foreign investors, sells assets shall assume its original claims and debts of domestic enterprises. , Mergers and acquisitions of domestic enterprises by foreign investors, creditors and other parties to the merged domestic enterprise creditor's rights and liabilities of the disposal agreement, this Agreement shall not prejudice third party interests and the public interests.
    Disposal of debt agreements shall be submitted to the approval authority.
    Domestic enterprises should be in investors to sell assets before you submit to the approval authority the application documents at least 15th, notice to creditors, and above the national provincial newspaper announced. 14th article should the parties to a merger with the asset evaluation agencies to be transferred at equity value or proposed sales assessments as a basis for determining the price of the asset. Mergers and acquisitions can be agreed by the parties within the territory of China asset evaluation agencies established by law. Asset assessment should use internationally accepted methods.
    Banned in order to significantly lower assessment of price transfer of shares or sell assets, transfers to overseas capital in a disguised form.
    Mergers and acquisitions of domestic enterprises by foreign investors, leading to the formation of State-owned assets investment equity changes or when the transfer of property right of State-owned assets, shall comply with the relevant provisions of the State-owned assets management. 15th parties whether there is a relationship between parties to a merger deal with mergers and acquisitions shows that if there are two parties belonging to the same actual control, the Parties shall provide the approval authority to disclose their actual control, and mergers and acquisitions objectives and results interpreted in compliance with the fair-market value.
    Parties shall not be held with trust, or otherwise evade the above requirements. 16th mergers and acquisitions of domestic enterprises by foreign investors to set up enterprises with foreign investment, foreign investors from the foreign investment business license issued within 3 months from the date of the transfer of ownership of the shareholders, or the sale of assets of domestic enterprises to pay the full price.
    Need to be extended for special cases, approval by the approving authority should be since foreign investment business license within 6 months from the date of issue to pay the full price of 60% more than 1 years pay the full price and the capital actually paid in proportion to income. The subscription of the domestic company to increase capital by foreign investors, a limited liability company and established in the territory of the company's shareholders shall, when applying for a foreign investment business license of the company to pay additional registered capital of not less than 20%, the rest of the time should be consistent with the Act, the foreign investment law and the provisions of the administrative regulation on the registration of the company. Provisions of other laws and administrative regulations, from its provisions.
    Corporation to increase its registered capital to issue new shares, shareholders to subscribe new shares in accordance with the establishment of the Corporation pay a share of the relevant provisions. Asset acquisition by foreign investors, investors should be established of enterprises with foreign investment contracts, articles of Association funding period.
    Establishment of foreign-invested enterprises, and through the Enterprise Agreement purchases the assets and operations of the asset, and asset price matching part of the investment, investors should be paid as provided in the first paragraph of this article within the time limit to pay; the rest of the funding should be consistent with relevant provisions of establishment of foreign-funded enterprises. Mergers and acquisitions of domestic enterprises by foreign investors to set up enterprises with foreign investment, if the funded ratio is less than enterprises with registered capital of 25% foreign investors, investors in cash contributions should be since foreign investment business license issued within 3 months from the date of payment; investors, industrial property rights and other contributions in kind should be since foreign investment business license issued within 6 months from the date of payment.

    Article 17th as the merger consideration of means of payment, shall comply with the provisions of relevant laws and administrative regulations of the State. To their lawful ownership of assets by foreign investors as a means of payment, shall be approved by the Exchange administration agencies.
    To disposition of its equity to foreign investors as a means of payment, in accordance with the provisions of the fourth chapter handle.
    Article 18th agreement purchases the shareholders ' stake in the company by foreign investors, after the company changed for the foreign investment enterprises established in the territory, the registered capital of foreign-invested enterprises registered capital of the original company, the funded ratio of the foreign investors to buy equity in the share of registered capital. Limited liability company's capital increase subscribed by overseas investors, the registered capital of foreign-invested enterprise established after the merger of the original domestic companies registered capital and replenishment sum.
    Foreign investors and other shareholders of the merged domestic company, assessed on the basis of the firm's assets in the territory, and to determine their respective roles in foreign-invested enterprises registered capital contribution proportion.
    The subscription of the domestic company limited to increase capital by foreign investors, in accordance with the relevant provisions of the Act determine the registered capital. 19th article foreign investors equity merger of, except national another has provides outside, on merger Hou by set foreign investment enterprise should according to following proportion determine investment total of ceiling: (a) registered capital in 2.1 million dollars following of, investment total shall not over registered capital of 10/7; (ii) registered capital in 2.1 million dollars above to 5 million dollars of, investment total shall not over registered capital of twice times; (three) registered capital in 5 million dollars above to 12 million dollars of,
    Investment amount shall not exceed 2.5 times of the registered capital; (d) the registered capital of more than $ 12 million, and total registered capital shall not exceed 3 times. Article 20th acquisitions by foreign investors, buying assets should be based on the transaction price and actual production scale to determine the proposed total investment of foreign-funded enterprises.
    Plans to establish foreign-funded enterprises registered capital and total investment ratio should be consistent with the relevant provisions. Third chapter approval and registration 21st article foreign investors equity merger of, investors should according to merger Hou by set foreign investment enterprise of investment total, and enterprise type and the by engaged in of industry, in accordance with established foreign investment enterprise of legal, and administrative regulations and regulations of provides, to has corresponding approval permission of approval organ submitted following file: (a) was merger territory limited responsibility company shareholders consistent agreed foreign investors equity merger of resolution,
    Or was merger territory Corporation agreed foreign investors equity merger of shareholders Assembly resolution; (ii) was merger territory company law change established for foreign investment enterprise of applications; (three) merger Hou by set foreign investment enterprise of contract, and articles; (four) foreign investors purchase territory company shareholders equity or subscription territory company increased funding of agreement; (five) was merger territory company Shang a financial annual of financial audit report;
    (Six) by notary and law certification of investors of identity proved file or registered registration proved and the funding letter proved file; (seven) was merger territory company by investment enterprise of situation description; (eight) was merger territory company and by investment enterprise of license (copy); (nine) was merger territory company workers placed plans; (10) This provides 13th article, and 14th article, and 15th article requirements submitted of file.
    Foreign-funded enterprise established after the merger of the scope, scale, access to land, involving other relevant Government Department, related to the license file should be submitted.
    22nd article equity purchase agreement, and territory company increased funding agreement should applies China legal, and including following main content: (a) agreement parties of status, including name (name), residence, statutory representative people name, and positions, and nationality,; (ii) purchase equity or subscription increased funding of share and price; (three) agreement of perform term, and perform way; (four) agreement parties of right, and obligations; (five) default responsibility, and dispute solution; (six) agreement signed of time, and locations.
    23rd article foreign investors assets merger of, investors should according to intends established of foreign investment enterprise of investment total, and enterprise type and the by engaged in of industry, in accordance with established foreign investment enterprise of legal, and administrative regulations and regulations of provides, to has corresponding approval permission of approval organ submitted following file: (a) territory Enterprise property holds people or power institutions agreed sold assets of resolution; (ii) foreign investment enterprise established applications; (three) intends established of foreign investment enterprise of contract, and articles;
    (Four) intends established of foreign investment enterprise and territory Enterprise signed of assets purchase agreement, or foreign investors and territory Enterprise signed of assets purchase agreement; (five) was merger territory enterprise of articles, and license (copy); (six) was merger territory Enterprise Notification, and announcement creditors of proved and creditors whether proposed objections of description; (seven) by notary and law certification of investors of identity proved file or opened proved, and about funding letter proved file; (eight) was merger territory enterprise workers placed plans;
    (I) of the 13th, 14th, 15th, requirements set forth in the documents submitted.
    In accordance with the provisions of the preceding paragraph to buy and operate enterprise's assets in the territory, involving other relevant Government Department, related to the license file should be submitted.
    Foreign investor purchases the assets of the agreement and the assets invested by enterprises with foreign investment, before the establishment of enterprises with foreign investment shall be subject to the asset management activities.
    24th article assets purchase agreement should applies China legal, and including following main content: (a) agreement parties of status, including name (name), residence, statutory representative people name, and positions, and nationality,; (ii) intends purchase assets of listing, and price; (three) agreement of perform term, and perform way; (four) agreement parties of right, and obligations; (five) default responsibility, and dispute solution; (six) agreement signed of time, and locations. 25th article mergers and acquisitions of domestic enterprises by foreign investors to set up wholly foreign-invested enterprises, except as provided in this provision, the approval authority shall submit all documents required by receipt date of 30th, law's decision to approve or disapprove.
    Approved, approved by the approval authority issuing the certificate. Foreign investor purchases the shareholders equity of the agreement, approved by the approval authority for the decision, should remove the files copied to the share transfer approved parties, domestic company to where the Foreign Exchange Management Administration.
    Equity transfer party local foreign exchange foreign exchange foreign exchange management authorities to deal with the transfer of share registration and issue the relevant certificates, equity proceeds of foreign exchange registration certificate is proof that foreign stock purchase price has been paid in place of a valid file.
    Article 26th acquisitions by foreign investors, investors shall be from the date of receipt of the certificate of approval in the 30th, establishment registration applications made to the registration authority, to receive foreign investment business license. Foreign investors equity merger, the merged domestic company shall, in accordance with the provisions of the original registration organ for change registration, receiving foreign investment business license. Of the original jurisdiction of the registration authority are not registered, from the date of receipt of the application file should be forwarded to the registration authority having jurisdiction in the 10th, and together with the territory of company registration files. Was merger territory company in application change registration Shi, should submitted following file, and on its authenticity and effectiveness is responsible for: (a) change registration applications; (ii) foreign investors purchase territory company shareholders equity or subscription territory company increased funding of agreement; (three) modified Hou of company articles or original articles of amendment and law need submitted of foreign investment enterprise contract; (four) foreign investment enterprise approved certificate; (five) foreign investors of subject qualification proved or natural identity proved; (six) modified Hou of Board list
    Records released the names of Directors, residence documents and the appointment of new directors, (VII) provisions of the State administration for industry and Commerce and other relevant documents and certificates.
    Investors from the date of receipt of the foreign investment business license in the 30th, taxation, customs, land management and foreign exchange management departments registration.
    Fourth chapter foreign investors to equity as paid means merger territory company first section to equity merger of conditions 27th article chapter by said foreign investors to equity as paid means merger territory company, Department refers to outside company of shareholders to its holds of outside company equity, or outside company to its SEO of shares, as paid means, purchase territory company shareholders of equity or territory company SEO shares of behavior.
    Referred to in article 28th of offshore companies should be legally established and registered company with a perfect legal system, and the company and its management the last 3 years not subject to regulatory penalties; except as provided in section III of this chapter of the special-purpose company, offshore company should be listed companies, the listing is located shall be equipped with a sophisticated securities trading system.
    29th article foreign investors to equity merger territory company by involved of both inside and outside company of equity, should meet following conditions: (a) shareholders legal holds and law can transfer; (ii) no ownership dispute and no set pledge and the any other right limit; (three) outside company of equity should in outside public legal securities trading market (counter trading market except) tone trading; (four) outside company of equity recently 1 years trading price stable.
    The preceding paragraph (c), (d) does not apply to special purpose companies set out in section III of this chapter. 30th foreign investors merge domestic companies using equity, domestic company or its shareholders shall be registered intermediaries registered in China as a consultant (hereinafter "Adviser").
    Mergers and acquisitions advisory mergers and acquisitions should be applied for the authenticity of the documents, outside the company's financial position as well as acquisitions in accordance with the provisions of article 14th, 28th and 29th's requirements for due diligence and mergers and acquisitions advisory report issued, the published content item-by-item clear professional advice before. 31st the merger consultant shall satisfy the following conditions: (a) in good standing and have the relevant experience;

    (B) has no record of serious violation of and (iii) there should be investigation and analysis of offshore company registration and listing place outside the legal system and the ability of the company's financial situation.
    Second section declared file and program 32nd article foreign investors to equity merger territory company should submitted Commerce approval, territory company except submitted this provides third chapter by requirements of file outside, another must submitted following file: (a) territory company recently 1 years equity changes and major assets changes situation of description; (ii) merger consultant report; (three) by involved of both inside and outside company and shareholders of opened proved or identity proved file;
    (D) outside the shareholder of a company description and list of offshore companies 5% more of the equity interest of shareholders, (v) Regulation of the offshore companies and foreign-backed notes; (vi) outside the company's recent annual audited financial reports and stock transactions report for the last six months.
    33rd submitted all the documents required by Ministry of Commerce received within 30th of merger filings is approved, eligible, issuing the certificate of approval, and notation on a certificate of approval "foreign investors merge domestic companies using equity, business license valid for 6 months from the date of issue."
    Article 34th domestic company shall from the date of receipt of the Apostille certificate of approval in the 30th, registration authority, foreign exchange management authorities for registration of changes, managed by registration authority, foreign exchange authority issue raised "within 8 months from the date of the issuing of valid" business licenses of enterprises with foreign investment and foreign exchange registration certificate bearing the words.
    When the registration administration organ shall register such changes for the company, should be submitted in advance to restore equity within the structure of shares signed by the legal representative of the company application for amendment, amendment to the articles of the company, share transfer agreements and other documents.
    35th within 6 months from the date of business license issuance, domestic company, or offshore companies owned by its shareholders on its matters, apply to the Ministry of Commerce, the Foreign Exchange Management Administration of overseas investment to run enterprises approval and registration procedures. Parties subject to submission to the Ministry of Commerce on matters approval of overseas investment to run enterprises of the documents required by the regulations, shall also submit the raise of foreign-invested Enterprise approval certificate and raising foreign investment business license.
    Commerce Department within approved territory after the offshore companies owned by company or its shareholders, issuance of certificate of approval for overseas investment by Chinese enterprises and foreign-invested Enterprise approval certificate renewed without indication.
    Domestic companies made without indication of the foreign-invested Enterprise approval certificate, in the 30th to the registration authority, the Exchange administration agencies to apply for renewal without indication of the foreign investment business license, foreign exchange registration certificate.
    Article 36th within 6 months from the date of business license issuance, if overseas company does not complete its shareholding modification procedures, raise the approval certificate and certificate of approval for overseas investment by Chinese enterprises shall expire automatically and submitted in advance of the registration authority in accordance with company ownership changes approved by the registration application documents for registration of change, the company ownership structure back to the shares prior to the merger of the State.
    Mergers and acquisitions of domestic companies ' issuance of shares is not achieved, change the registration authority in accordance with the preceding paragraph shall be approved prior to registration, the domestic company shall also be in accordance with the provisions of the company law, reduce the registered capital and the corresponding announcement in the newspaper.
    Company registration is not in accordance with the provisions of the preceding paragraph, by the registration authority in accordance with the relevant provisions of the administrative regulation on the registration of the company.
    37th domestic companies made without indication of the foreign-invested Enterprise approval certificate, foreign exchange registration certificate before, not to distribute profits to their shareholders or associated company guarantee, no external payments into shares, capital reduction, liquidation of the capital project funds.
    Article 38th of the domestic company or its shareholders by Ministry of Commerce and the registration without indication of the authorities responsible for issuing the certificate of approval and license, registration with the tax to the tax authorities.
    Section III special provisions for special-purpose company 39th refers to a special purpose company in China company or natural person to achieve his listed interests outside of the actual company directly or indirectly controlled by foreign companies.
    Special purpose company to achieve are listed overseas, held by its shareholders for its equity in the company, or special purpose company to private placement of its shares, as a means of payment, purchases the shareholders ' equity or issuance of shares of the company in the territory, apply the provisions of this section.
    Parties to hold any interest in a special purpose company offshore company as the subject of overseas listing, the overseas company shall comply with the relevant requirements of this section for special purpose companies.
    40th special purpose companies traded abroad, shall be subject to approval by the securities regulatory authority under the State Council.
    Special purpose companies listed overseas country or region should have a sound legal and regulatory systems, securities regulators with the securities regulatory authority under the State Council signed a memorandum of regulatory cooperation, and maintain effective regulatory cooperation.
    41st article this section by said of interests in outside listed of territory company should meet following conditions: (a) property clear, not exists property dispute or potential property dispute; (ii) has full of business system and good of continued business capacity; (three) has sound of company governance structure and internal management system; (four) company and main shareholders near 3 years no major illegal violations records. 42nd company overseas special purpose companies, should apply to the Commerce Department for approved procedures.
    Handle approved procedures Shi, territory company except to Commerce submitted on outside investment opened enterprise approved matters of provides requirements of file outside, another must submitted following file: (a) special purpose company eventually control people of identity proved file; (ii) special purpose company outside listed commercial plans book; (three) merger consultant on special purpose company future outside listed of stock issued price made of assessment report.
    After obtaining the certificate of approval for overseas investment by Chinese enterprises to establish or control persons should apply to the local foreign exchange administrations of foreign exchange in overseas investment registration procedures.
    43rd special purpose company offshore-listed stock issue price gross value shall not be less than the corresponding Chinese asset evaluation agencies assess the value of shares of the merged company.
    44th article special purpose company to equity merger territory company of, territory company except to Commerce submitted this provides 32nd article by requirements of file outside, another must submitted following file: (a) established special purpose company Shi of outside investment opened enterprise approved file and certificate; (ii) special purpose company outside investment Exchange registration form; (three) special purpose company eventually control people of identity proved file or opened proved, and articles; (four) special purpose company outside listed commercial plans book;
    (E) the merger consultant on the special purpose companies overseas listing in the future stock price assessment of the report.
    If the offshore company to hold any interest in a special purpose company as the subject of overseas listing, the domestic company shall also submit the following documents: (a) the overseas company incorporation certificate and articles; (b) the special purpose company and the overseas company of the merged domestic company between equity on the transaction arrangement and evaluation method for detailed instructions. 45th Ministry of Commerce the rules file for examination provided for in article 44th, issued the official approval by the letter of reply upon the presentation of a domestic company to submit application documents listed the securities regulatory authority under the State Council.
    Securities regulatory bodies in 20 working days to decide whether to approve it. After the approval of the company, apply for a certificate of approval to the Ministry of Commerce.
    The Commerce Department issue raise "offshore special purpose company, valid for 1 year from the date of business license issuance" a certificate of approval.
    Change of matters such as mergers and acquisitions led to a special purpose company, domestic company or natural person holding a special purpose company, include a foreign-invested Enterprise approval certificate, to the Ministry of Commerce on matters related to special purpose company for the approval of overseas investment to run enterprises changed procedures, and to the local Foreign Exchange Administration application for amendment of registration of foreign exchange in overseas investment.
    Article 46th domestic company shall from the date of receipt of the Apostille certificate of approval in the 30th, registration authority, foreign exchange management authorities for registration of changes, managed by registration authority, foreign exchange authority issue raised "from the date of issue within 14 months of the effective" business licenses of enterprises with foreign investment and foreign exchange registration certificate bearing the words.
    When the registration administration organ shall register such changes for the company, should be submitted in advance to restore equity within the structure of shares signed by the legal representative of the company application for amendment, amendment to the articles of the company, share transfer agreements and other documents. 47th companies within the special purpose company or special purpose company affiliated offshore companies listed overseas within 30th of, to the Ministry of Commerce reported on overseas listing and financing revenue back to plan and apply for foreign-invested Enterprise approval certificate renewed without indication. Also, since the completion date of the overseas listing of a domestic company in the 30th, reported to the securities regulatory authority under the State Council listed overseas and provide related filings. Domestic company shall also submit to the foreign exchange management administration finance income repatriation plan, supervised by the Exchange administration agencies to implement.
    Made without indication of the approval certificate of the domestic company, should be in the 30th to the registration authority, the Exchange administration agencies to apply for renewal without indication of the enterprises with foreign investment business license, foreign exchange registration certificate.
    If the company during the term of the preceding is not reported to the Ministry of Commerce, the approval certificate of the domestic company to raise automatically lapse, ownership structure in the territory restored to shares prior to the merger of the State, and shall be governed by the provisions of article 36th alteration registration procedures. 48th special purpose companies for overseas listing and financing revenue, should submit in accordance with the Exchange administration agencies for records of the repatriation plans, according to the existing foreign exchange regulations back in use. Finance income to be repatriated in the following ways: (a) provide commercial loans to the company, (ii) within the newly established foreign-invested enterprises, (iii) to merge a domestic enterprise.

    In these cases back to a special purpose company offshore financing income, should abide by the relevant laws and administrative regulations for foreign investment and external debt management.
    If posted back to special purpose company offshore financing income, leading companies and natural persons in the territory increased holdings of special purpose company interests or special purpose company net assets increased, shall truthfully disclosed and submitted for approval by the parties, after the completion of the approval process the corresponding foreign exchange registration and amendment of registration of foreign investments. Within companies and natural persons from the special purpose company's profit, dividends and foreign exchange income derived from capital movements should be repatriated within 6 months from the date of access. Profits or dividends into foreign exchange under current account, or in the settlement.
    Capital changes approved by the Exchange administration agencies of foreign exchange earnings, you can open a special account reserved for capital projects, and after examination and approval by the Exchange administration agencies in the settlement.
    49th within 1 year from the date of business license issuance, if it cannot be made without indication approval certificate of the domestic company, the Apostille certificate automatically expired, and shall be governed by the provisions of article 36th alteration registration procedures.
    50th special purpose company listed overseas and domestic companies after they have acquired without indication of approval certificate and business license, the parties continue to merge domestic companies with shares in the company as a means of payment, the provisions of this chapter shall apply to section I and section II.
    Fifth chapter anti-monopoly review 51st article foreign investors merger territory enterprise has following case one of of, investors should on by involved case to Commerce and national business administration General report: (a) merger party party when in China market turnover over 1.5 billion Yuan Yuan; (ii) 1 years within merger domestic associated industry of enterprise cumulative over 10 a; (three) merger party party in China of market share has reached 20%;
    (D) the party merger led to mergers and acquisitions in China's market share to 25%.
    Does not meet the conditions referred to in the preceding paragraph, but there should be competition between domestic enterprises, relevant functional department or trade associations request, Ministry of Commerce and the State administration for industry and commerce that foreign investors mergers and acquisitions involving huge market share, or the presence of other important factors such as competition in the affected market, may require foreign investors to report.
    These merger party including enterprises associated with foreign investors.
    52nd article foreign investors merger territory enterprise involved this provides 51st article by said case one of, Commerce and national business administration General think may caused excessive concentrated, prejudice due competition, and damage consumers interests of, should since received provides submitted of all file of day up 90 days, common or by consultations separate convened about sector, and institutions, and enterprise and other interest relationship Party held hearing, and law decided approved or not approved. 53rd overseas mergers and acquisitions, one of the following circumstances, the acquirer should be in announced mergers and acquisitions programmes before or reported to the competent authorities of the host country at the same time, submit to the Ministry of Commerce and the State administration for industry and Commerce acquisition program.
    The Ministry of Commerce and the State administration for industry and commerce shall examine whether there is a cause and market concentration in the territory and jeopardize domestic competition, damages the interests of consumers, and make a decision on whether to agree to: (a) the party overseas mergers and acquisitions in the country with assets of 3 billion yuan or more; (b) the party overseas mergers and acquisitions year turnover of at least 1.5 billion yuan in the Chinese market;
    (C) acquisitions outside party and its affiliated companies in the Chinese market share has reached 20% (iv) due to overseas mergers and acquisitions, acquisitions outside party and its affiliated companies in China's market share of 25% (v) due to overseas mergers and acquisitions, overseas mergers and acquisitions a party, directly or indirectly, shares of foreign-invested enterprises in related industries in the territory of more than 15.
    Mergers and acquisitions of the 54th under any of the following circumstances, merging party may apply to the Ministry of Commerce and the State administration for industry and Commerce review immunities: (a) to improve the conditions of fair competition in the market, (ii) restructuring loss-making companies and employment; (c) to introduce advanced technology and management personnel and to enhance the international competitiveness of enterprises and (iv) to improve the environment.
    Sixth chapter supplementary articles article 55th legally established in China by overseas investors investment company mergers and acquisitions of domestic companies, these provisions shall apply.
    Foreign investor purchases the foreign-invested enterprises shareholders ' equity or subscribes for the replenishment of the enterprises with foreign investment, application of the existing foreign-invested enterprise law, administrative regulations and related provisions of the foreign-funded enterprises investors equity changes, which does not require the reference to these regulations.
    Foreign investors in China through the establishment of foreign-invested enterprises mergers or acquisitions of domestic enterprises apply on merger and Division of enterprises with foreign investment-related provisions and the relevant provisions on the investment of foreign-funded enterprises in China, which does not require the reference to these regulations.
    Foreign investors merge domestic and transformed into a limited liability company joint stock limited company, or company for the limited, apply relevant provisions on the establishment of foreign invested joint stock company, which does not require the applicable provisions. 56th applicant or reporter shall submit documents, to classify files should be in accordance with these provisions, and attach a file list.
    Requirements application submit all documents in Chinese.
    57th China natural person shareholders equity mergers and acquisitions of domestic companies, upon approval, can continue as a variation of foreign-funded enterprises established after the Chinese investors.
    Article 58th of territory of nationality of a natural person shareholder of the company, does not change the nature of the company.
    59th of the related staff of government agencies must be devoted and perform their duties according to law shall not take advantage of their positions to seek illegitimate benefits, and clients ' commercial secrets confidential.
    60th Hong Kong S.A.R., and Macau S.A.R. and Taiwan investors in the area of mergers and acquisitions of domestic enterprises in other regions, with reference to these regulations.
61st these provisions come into force on September 8, 2006.      0

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