Provisions On Foreign-Funded Investment Companies

Original Language Title: 关于外商投资举办投资性公司的规定

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(February 13, 2004 the Ministry of Commerce, 2004 2nd release) first in order to boost foreign investors ' investment in China, the introduction of foreign advanced technology and management experience, allowing foreign investors to China's foreign investment laws and regulations and these provisions, set up investment companies in China. Investment companies in the provisions of this article shall mean foreign investors in China with sole proprietorship or form joint ventures with Chinese investors to set up companies engaged in direct investment.
    Company in the form of a limited liability company. Third article application established investment sex company should meet following conditions: (a) 1, and foreign investors funding letter good, has held investment sex company by required of economic strength, application Qian one years the investors of assets total not below 400 million dollars, and the investors in China territory has established has foreign investment enterprise, its actual paid of registered capital of funded amount over 10 million dollars, and has three a above intends investment project, or; 2, and foreign investors funding letter good, has held investment sex company by required of economic strength,
    The investors in China territory has established has 10 a above foreign investment enterprise, its actual paid of registered capital of funded amount over 30 million dollars; (ii) to joint venture way established investment sex company of, China investors should for funding letter good, has held investment sex company by required of economic strength, application Qian one years the investors of assets total not below 100 million Yuan Yuan; (three) investment sex company of registered capital not below 30 million dollars.
    Apply for the establishment of foreign investors for investment companies should be a foreign company, enterprise or organization, if foreign investors for two or more, which should have at least one account for large shares of the foreign investor in accordance with the first paragraph of article (a) requirements.
    Article in accordance with the provisions of the first paragraph of article III (a) the provision of conditions for foreign investors to invest on behalf of its wholly-owned subsidiary of the investment company.
    Article fifth set up investment companies of foreign investors in accordance with the provisions of the first paragraph of article III (a) the conditions laid down, the foreign investor shall issue a letter of guarantee to the approving authority to ensure their investments in China established by the investment company registered capital when paying and part of the technology transfer or associated companies by foreign investors.
    To full funding has of subsidiary of name investment established investment sex company of, its mother company must to approval organ issued guarantee letter, guarantee its subsidiary according to approval organ approved of conditions completed on by established of investment sex company of registered capital of paid, and guarantee the investment sex company in China territory investment Shi of registered capital of paid and belongs to the mother company and belongs company of technology transfer.
    Sixth section to set up investment companies, investors should put the following documents by the location of the proposed investment company provinces, autonomous regions, municipalities, separately listed cities, the commercial Administrative Department for examination and approval, MOFCOM for examination and approval. (A) established joint venture of investment sex company of project proposal, and investment parties signed of feasibility research report, and contract, and articles; established owned of investment sex company foreign investors signed of project proposal, and foreign-funded enterprises application table, and feasibility research report, and articles; (ii) investment parties of funding letter proved file, and registered registration proved file (copies) and statutory representative people proved file (copies); (three) foreign investors has investment enterprise of approved certificate (copies), and
    Business license (photocopy), and the capital verification report issued by a Chinese certified accountant (copy) and (iv) balance sheet according to investors in the past three years; (v) according to the provisions of article fifth should submit a letter of guarantee, (vi) other files required by Ministry of Commerce.
    In addition to the above-mentioned documents have been annotated copy of all official documents should be.
    Signed by the legal representative of the non-paper should be issued by the legal representative of the authorization book.
    Trust lawfully established intermediaries to apply for, to be issued by the authorization book signed by the legal representative. Article seventh foreign investors shall be made in freely convertible currencies or currency obtained in China profit or for the transfer of stock, liquidation activities, such as the legitimate income of RMB as its contribution to the registered capital of the investment company's capital contribution. RMB investment by Chinese investors. Foreign investors with its legitimate income of RMB as its registered capital contribution to the investment company shall submit the relevant documents and tax certificates.
    Contributions should be paid in full within two years from the date of issuance of the business license. Eighth article investment sex company of registered capital in the at least due 30 million dollars as to its investment new established of foreign investment enterprise of funded, or as to its mother company or associated company has investment established foreign investment enterprise (has law handle finished equity transfer procedures) not paid finished of funded amount of funded, or increased funding part of funded, or for established development center, institutions of investment,
    Shareholders ' stake in the company or for the purchase of China (not including investment company parent company or its affiliates have completed the payment of the contributions of formation of equity). Nineth investment company's registered capital shall be no less than $ 30 million, the loan amount may not exceed four times the amount of the registered capital has been paid. Investment company's registered capital of no less than 100 million dollars, a loan amount not exceeding six times the amount of the registered capital has been paid.
    Investment companies due to operational needs, the loan amount to be more than the above, shall be submitted to the Ministry of Commerce for approval. Tenth Article investment sex company by Commerce approved established Hou, can according to its in China engaged in business activities of actual need, business following business: (a) in national allows foreign investment of field law for investment; (ii) by its by investment enterprise of written delegate (by Board consistent through), to its by investment enterprise provides following service: 1, and assist or agent its by investment of enterprise from both at home and abroad procurement the enterprise use of machine equipment, and office equipment and production by needed of raw materials, and components, and
    Parts and in both at home and abroad sales its by investment enterprise production of products, and provides after-sales service; 2, and in Exchange management sector of agreed and supervision Xia, in its by investment enterprise Zhijian balance Exchange; 3, and for its by investment enterprise provides products production, and sales and market development process in the of technology support, and employees training, and enterprise internal personnel management, service; 4, and assist its by investment enterprise sought loan and the provides guarantees.
    (Three) in China territory established research development center or sector, engaged in new products and the high-tech of research development, transfer its research development results, and provides corresponding of technology service; (four) for its investors provides advisory service, for its associated company provides with investment about of market information, and investment policy, Advisory Service; (five) undertake its mother company and associated company of service outsourcing business. 11th article this provides by said investment sex company by investment enterprise Department refers to meet following conditions of enterprise: (a) investment sex company directly investment or and other foreign investors and/or China investors common investment, investment sex company in the conversion out of foreign investors of investment separate or and other foreign investors with investment of proportion accounted for its by investment established enterprise registered capital of 25% above of enterprise; (ii) investment sex company will its investors or its associated company, and
    Other foreign investors and China territory investors in China territory has investment established of enterprise of equity part or all acquisition, investment sex company in the conversion out of foreign investors of investment separate or and other foreign investors of investment common accounted for the has established enterprise of registered capital 25% above of enterprise; (three) investment sex company of investment not below its by investment established enterprise of registered capital of 10%.
    12th approved by the China Banking Regulatory Commission, established by the investment companies can invest in their enterprise to provide financial support. 13th investment companies can sponsor initiated the establishment of foreign investment joint stock company or held foreign investment joint stock company legal person shares that are not listed. Investment company in accordance with relevant regulations of the State of the other corporation is not listed in corporate shares.
    Investment companies shall be regarded as foreign incorporators or shareholders of the Corporation.
    14th article investment sex company established Hou, law business, no illegal records, registered capital according to articles of provides regular paid, investors actual paid of registered capital amount not below 30 million dollars and has for this provides eighth article by provides of uses, investment sex company by location of province, and autonomous regions, and municipalities or bureaus business competent sector audit agreed, to Commerce proposed application, and was approved of, also can according to its in China engaged in business activities of actual need, business following business:
    (A) the investment business written by delegates (adopted unanimously by the Board of Directors), carry out the following operations: 1 sold in domestic and international markets with distribution of its investment products manufactured by enterprises; 2, for which the enterprise provides transportation and storage services. (Ii) in accordance with national about provides, to agent, and distribution or established export procurement institutions (including internal institutions) of way export territory commodity, and can by about provides handle export rebate; (three) purchase by investment enterprise production of products for system integrated Hou in both at home and abroad sales, as by investment enterprise production of products cannot completely meet system integrated need, allows its in both at home and abroad procurement system integrated supporting products, But by purchase of system integrated supporting products of value not should over system integrated by needed all products value of 50%; (four) for its by investment enterprise of products of domestic dealer, and agents and and investment sex company, and its mother company or its associated company signed has technology transfer agreement of domestic company, and Enterprise provides related of technology training; (five) in its by investment enterprise production Qian or its by investment enterprise new products production Qian, for for products market development, Allows investment sex company from its mother company imports with by investment enterprise production products related of mother company products in domestic trial; (six) for its by investment enterprise provides machine and office equipment of business sex rental service, or law established business sex rental company; (seven) for its mother company production of products provides after-sales service; (eight) in accordance with national about provides, participation has foreign contracting engineering right of China enterprise of outside engineering contracting.

    15th investment company under the 14th article and the provisions of the fifth paragraph shall be in accordance with the relevant provisions of the State procedures for imported products.
    The import amount not exceeding in the aggregate per year the company registered capital is paid.
    16th article investment sex company application business this provides 14th article provides business of, should to Commerce submitted following file: (a) investment sex company statutory representative people signed of applications; (ii) investment sex company Board resolution; (three) modified Hou of investment sex company articles; (four) investment sex company of approved certificate (copies), and license (copies) and China registered Accountants issued of inspection funding report; (five) China registered Accountants issued of by investment enterprise of inspection funding report;
    (Vi) other files required by Ministry of Commerce.
    Article 17th according to the nature of the project investment company to be established in accordance with State regulations on foreign-invested enterprises operating period approved investment company's term.
    18th the investment company investment to set up enterprises, enterprises with foreign investment approval and vetting procedure for approval.
    Article 19th investment company-invested enterprises, investment company converted into a foreign investor's investment alone or together with other foreign investors invested no less than their invested enterprises registered capital of 25%, whose invested companies enjoy the benefits of enterprises with foreign investment, issuance of certificate of approval for foreign-invested enterprises and enterprises with foreign investment business license. Article 20th investment companies set up branches shall be reported to the Ministry of Commerce for approval.
    Investment sex company application established branch, must meet following conditions: (a) investment sex company of registered capital has according to contract, and articles of provides regular paid and has paid of funded amount not below 30 million dollars; or investment sex company has investment established or has 10 a above foreign investment enterprise; (ii) intends established branch of area should for investment sex company investment concentrated area or products sales concentrated of area.
    21st in line with investment companies conditions can apply to be designated as a regional headquarters for multinationals (hereinafter referred to as regional headquarters) and go through the procedures of alteration according to law.
    (A) investment sex company application was finds for area Headquarters should meet following conditions: 1, and has paid registered capital not below 100 million dollars, or; has paid registered capital not below 50 million dollars, application Qian one years its by investment enterprise assets total not below 3 billion Yuan Yuan, and profit total not below 100 million Yuan Yuan (by merged report related provides meter); 2, and meet this provides eighth article of provides; 3, and according to about provides, has established two home above development institutions (which at least a home for corporate entity). (Ii) was finds for area headquarters of investment sex company, can according to its in China engaged in business activities of actual need, business following business: 1, and this provides tenth article, and 14th article by provides of business; 2, and imports and in domestic sales multinational of products; 3, and imports for by investment enterprise, and multinational of products provides maintenance service by needed of original auxiliary material and the 0, and accessories; 4, and undertake both inside and outside enterprise of service outsourcing business; 5, and according to about provides, engaged in logistics distribution service; 6, and
    Approved by the China Banking Regulatory Commission, finance companies, investment companies and the enterprises to provide relevant financial services; 7 and approved by the Ministry of Commerce, engage in overseas project contracting business and overseas investment, establishment of leasing companies and to provide related services; 8, approved in other businesses.
    (Three) application program: 1, and investment sex company to location of province, and autonomous regions, and municipalities and bureaus business competent sector proposed application, by early nuclear Hou reported Commerce; 2, and commerce since received all application file of day up 30th within reply, on was finds for area headquarters of, renewal foreign investment enterprise approved certificate (raises "area Headquarters"); 3, and investment sex company by approved certificate in 30th within, to business administration sector application handle change registration procedures. (Four) application file: 1, and investment sex company statutory representative people signed of applications; 2, and investment sex company and multinational Board resolution; 3, and modified Hou of investment sex company articles/contract; 4, and investment sex company of approved certificate (copies), and license (copies) and China registered Accountants issued of inspection funding report; 5, and by investment enterprise of approved certificate (copies) and license (copies); 6, and China registered Accountants issued of by investment enterprise of inspection funding report; 7, and
    By the Chinese Institute of certified public accountants audit the main financial statements of investment companies; 8, Department of Commerce requirements of other files.
    In addition to the above-mentioned documents have been annotated copy of all official documents should be.
    This section refers to the setting up of transnational corporations investment company's parent company belongs to group of companies by foreign investors.
    22nd investment company in China's investment activities are not subject to the company's place of registration restrictions.
    Article 23rd investment company's taxes according to relevant Chinese laws and regulations. Article 24th of investment companies should meet their investment plans, and the first year of investment, operating within the first three months of next year, in accordance with the provisions and inspect the contents and format of the record.
    These materials will serve as investment companies to participate in joint annual report one of the necessary materials.
    25th investment company and investment to set up businesses are separate legal entities or entity, its business should be processed according to business transactions between independent enterprises.
    Article 26th investment company and investment to set up enterprises should abide by China's laws, rules and regulations, management and shall not resort to any means to escape taxes.
    27th may not be directly engaged in production activities of the company with an investment nature.
    28th Taiwan, Hong Kong and Macao investors to invest in China's investment company, this provision shall apply.
    Article 29th by the Ministry of Commerce is responsible for the interpretation of these provisions.
                              30th article of the regulations implemented since the 30th after the date of its publication.

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