(Released June 10, 2003 by Ministry of Commerce 2003 1th) 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 of project proposal has get approved, 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 engaged in production or based facilities construction of 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;
(C) the investment company's registered capital shall be no less than $ 30 million.
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 of foreign investors or its affiliates.
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, cities with municipal departments for examination and approval of foreign trade, 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. The legitimate income of RMB to foreign investors as its contribution to the registered capital of the investment company investment, shall submit the relevant supporting documents and payment receipts.
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 purchase China territory within funding company shareholders 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 after the establishment of investment companies approved by the Ministry of Commerce, according to the actual needs of its business operations in China, engaged in the following business: (a) States permit in accordance with law, in the field of 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
During the development of sales and marketing support, employee training and internal personnel management services; 4, to assist its portfolio companies to seek loans and guarantees.
(C) establish research and development centers or departments in China, engaging in research and development of new products and high-tech, the transfer of results of its research and development, and provide technical services.
(D) providing advisory services on behalf of the investors; to provide its affiliates with investment-related information, advisory services and investment policies.
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 the other foreign investors in China territory has investment established of enterprise of equity part or all acquisition, and makes 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 people's Bank of China, 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 its by investment enterprise of investment of, investment sex company by location of province, and autonomous regions, and municipalities or bureaus outside trade 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) to agent, and distribution or established export procurement institutions of way export not involved export quota, and license management of domestic commodity; (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 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 few and by investment enterprise production products same or similar of non-imports quota management of products in domestic trial; (Vi) for its portfolio companies to provide machinery and office equipment operating lease services, (VII) for its parent company's products to provide after-sales services; (h) in accordance with the relevant provisions of the State, participation in overseas project contracting management of Chinese enterprises ' overseas project contracting.
15th investment company importing systems integration supporting product or test market products to be imported should be according to the relevant rules of procedure, and should use the cash in the investment company's registered capital investment profits, foreign exchange or foreign exchange borrowing funds. Import amount not exceeding in the aggregate per year above cash investment company registered capital of 35%.
Imports that year does not exceed the amount of cash contribution in the registered capital of the company 35% the rest shall not be transferred to the following year.
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.
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 investment company in China's investment activities are not subject to the company's place of registration restrictions.
22nd investment company's taxes according to relevant Chinese laws and regulations. Article 23rd investment companies should meet their investment plans, and each year's investments, business conditions in the next year's first three months, 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.
Article 24th of investment companies and investment to set up businesses are separate legal entities or entity, its business should be processed according to business transactions between independent enterprises.
25th 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.
26th may not be directly engaged in production activities of the company with an investment nature.
27th Taiwan, Hong Kong and Macao investors to invest in China's investment company, this provision shall apply.
28th article of the regulation by the Ministry of Commerce is responsible for the interpretation. Article 29th 30th as the date of promulgation of these provisions into effect.
This provides purposes of day, on foreign investment held investment sex company of provisional provides, and straddling on foreign investment held investment sex company of provisional provides about problem of explained, and straddling on foreign investment held investment sex company of provisional provides of added provides, and straddling on foreign investment held investment sex company of provisional provides of added provides (ii), and on modified straddling on foreign investment held investment sex company of provisional provides and added provides of decided while abolition.
