Administrative Measures On Overseas Investment

Original Language Title: 境外投资管理办法

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Administrative measures on overseas investment

    (Released September 6, 2014 2014 of 3rd of Commerce since October 6, 2014) Chapter I General provisions

    First in order to promote and standardize foreign investment, improve the level of overseas investment facilitation, in accordance with the decision of the State Council on reforming the investment system and the administrative examination and approval items really necessary to be retained by the State Council decision of the establishment of an administrative license and relevant legal provisions, these measures are formulated.

    Article II foreign investments in these measures refers to the People's Republic of China territory lawfully established enterprise (hereinafter referred to as company) through the newly established abroad, mergers and acquisitions, and other ways to have non-financial enterprises or take ownership of the existing non-financial enterprises, control, management, and other interests.

    Article enterprises to carry out overseas investments, ownership, self-financing in accordance with law.

Fourth overseas investment shall not be any of the following circumstances:

(A) the harm People's Republic of China national sovereignty, security and social and public interests, or a breach of People's Republic of China laws and regulations;

(B) damage the People's Republic of China and the relevant country (region);

(C) the violation of People's Republic of China concluded or acceded to the international treaties and agreements;

    (D) export of People's Republic of China banned the export of products and technologies.

    Fifth Ministry of Commerce and the provinces, autonomous regions, municipalities, separately listed cities and Xinjiang production and construction Corps business departments (hereinafter referred to as competent provincial Commerce Department) is responsible for the administration of overseas investment and oversight.

    Chapter II filing and approval

The sixth Ministry of Commerce and the provincial-leveled Commerce departments according to the different situations of overseas investment, respectively, imposed for filing and approval of the management.

Overseas investment involved in sensitive countries and regions, in sensitive sectors and approved by management.

    Other overseas investments, the implementation of records management. Article seventh management was approved with People's Republic of China have not established diplomatic ties, countries affected by United Nations sanctions against the country.

When necessary, the Ministry of Commerce announced separately list of approved management of other countries and regions.

    Industry of implementing approved management refers to the export People's Republic of China restrict the export of products and technologies industries, a State (regional) above the interests of the industry.

Eighth Ministry of Commerce and the provincial departments in charge of Commerce shall handle the registration and approval, improve efficiency and provide quality services. Ministry of Commerce and the provincial-leveled Commerce departments through the "foreign investment management system" (hereinafter "management system") to manage the overseas investment and to obtain filing or approval of the enterprise issuing the certificate of foreign investment (hereinafter referred to as certificates, styles, see annex 1).

The certificate by the Ministry of Commerce and the provincial departments in charge of Commerce printed and stamped unified coding.

    Is foreign investment to obtain your certificate of registration or approval of the vouchers, according to the final destination of overseas investment issues.

Nineth belonging to record foreign investment, Central Enterprise Commerce filing local enterprise provincial departments in charge of Commerce.

Central and local enterprises through the "management system" as required to fill out and print the table of overseas investment, (hereinafter referred to as the application form, style, see annex 2), after the seal, along with copy of business license of Ministry of Commerce or provincial-leveled Commerce departments, respectively. Of the application form to fill out, complete and in compliance with the statutory form, and enterprises in the table declared its measures for overseas investment without the conditions set fourth in article, the Ministry of Commerce or provincial-leveled Commerce departments shall from the date of receipt of the application form be filed within 3 working days and issue of the certificate.

    Enterprises are not truthful and complete filling of the application form, the Ministry of Commerce or provincial departments in charge of Commerce shall not be filed.

Article tenth within the permitted foreign investment, the central enterprise to apply to the Ministry of Commerce to local businesses through the provincial Commerce authorities to apply to the Ministry of Commerce.

The following materials are required for enterprises to apply for foreign investment approval:

(A) the application, including investment, business name, ownership structure, outside investment amount, business scope and operating period, investment funds, investment details;

(B) the application form for the overseas investment (styles, see annex 3), enterprises should adopt "management system" as required to fill out print and seal;

(C) foreign investment contracts or agreements;

(D) the relevant sectors to overseas investment involved belong to the People's Republic of China limit exports of products or technology allowed export of materials;

    (E) copy of business license. 11th approved overseas investment should be asked for my Embassy (Consulate) (business offices). Involving the Central enterprises, by the Ministry of Commerce for comments involving local businesses, by the provincial-leveled Commerce departments for comments. When seeking advice, Ministry of Commerce and the provincial-leveled Commerce departments should provide basic information on investment matters and other related information.

    Embassies (consulates) (Business Office) shall, upon receiving the request for comments within 7 working days from the date of reply. 12th Ministry of Commerce shall be accepted within 20 working days after the application for approval of Central enterprises (containing request for embassies (consulates) (Business Department) over time) to make a decision on whether to. Application materials are incomplete or not in compliance with the statutory form, the Department of Commerce shall, within 3 working days to inform all applicants need to supplement the content at a time. Fails to inform the, shall be accepted as of the date of receipt of the application materials.

Central enterprise is wholly correct application materials submitted in accordance with the request of the Ministry of Commerce, Ministry of Commerce shall entertain the application. Approved by the provincial-leveled Commerce authorities should accept local businesses on whether the applications involve the application of this article fourth preliminary review circumstances listed, and within 15 business days (includes request for embassies (consulates) (Business Department) opinions of) preliminary review comments and all application materials are submitted to the Ministry of Commerce. Application materials are incomplete or not in compliance with the statutory form, the provincial departments in charge of Commerce shall, within 3 working days to inform all applicants need to supplement the content at a time. Fails to inform the, shall be accepted as of the date of receipt of the application materials. Local enterprises in accordance with the provincial Commerce Department correction all application materials submitted at the request of the provincial departments in charge of Commerce shall accept the application.

    Commerce Department upon receipt of the preliminary review of provincial Commerce authorities, shall, within 15 working days to make a decision on whether to approve it. 13th approved overseas investment, approved by the Ministry of Commerce issued a written decision and issue of the certificate; because of the way conditions set fourth in article are not approved, and shall notify the applicant in writing and state the reasons, informed of their right to apply for administrative reconsideration or bring an administrative lawsuit in accordance with law.

    Providing false information to apply for approval, the Ministry of Commerce not to approve. 14th more than two enterprises to carry out overseas investments, and should be made by relative majority shareholder after the written consent from the other investors for the record or apply for approval. If the parties share equal, should be approved after consultation by the filing or the application of a party.

    If the investor does not have the same administrative area, is responsible for filing or approval of the Department of Commerce or provincial-leveled Commerce departments should be filed or approved results to other investments by the local competent Commerce authorities.

    After the 15th overseas investment approved by the record or, enshrined in the original certificate of foreign investment matters are changed, enterprises should follow the procedures in this chapter to the original filing or approved by the Department of Commerce or provincial competent Commerce departments for change procedures. 16th within 2 years from the date of receiving of the certificate, without outside investment of enterprise, the certificate automatically expired.

    Where overseas investment is required, an application shall be in accordance with the procedures in this chapter to apply for registration or approval. 17th the termination has been filed or approved overseas investment shall, according to the investment law for cancellation procedures, to the original filing or reports approved by the Department of Commerce or provincial Commerce authorities.

The original filing or approval of the Department of Commerce or cancellation confirmation letter issued by the provincial-leveled Commerce authorities, according to the report.

    Termination refers to the original filing or approval of foreign enterprises are no longer surviving or companies no longer have the original filing or approval of the equity stakes in overseas companies, such as an interest. 18th article of the certificate shall not be forged, altered, leased, lent or in any other form of transfer.

    Changes, expiration or cancellation of the certificate shall be returned to the original filing or approved by the Department of Commerce or provincial-leveled Commerce authorities.

    Chapter III standards and service 19th Enterprise shall objectively assess their own conditions, ability to study investment environment, actively and steadily carry out overseas investments, prevent risks.

    Domestic and foreign laws, rules and regulations on qualification qualification requirements, the Enterprise shall obtain the relevant documents.

    20th enterprise should be required to comply with the investment destination of foreign enterprises of their investment laws and regulations, respect local customs, social responsibility, good working environment, labour protection and construction of enterprise culture to promote integration with the local. 21st enterprises to invest overseas enterprises both inside and outside of naming should be consistent with laws and regulations and policy provisions.

    Not according to relevant regulations of the State enterprises have been approved, the corporate name shall not be used outside of "China" or "Chinese" and so forth. 22nd Enterprise shall implement preventive measures for persons and property security, and contingency plans for emergency warning system established.

When an emergency occurs overseas, enterprises should be in Embassy (Consulate) and under the guidance of the competent authorities concerned in the Mainland, timely and properly addressed.

    Enterprises should make expatriates choose trial, before the safety and emergency training, discipline and work, strengthen the management of foreign expatriates, according to the local legal residence and work permits.

    23rd Enterprise shall require the head of the overseas Chinese investment in person or by letter, fax, e-mail or any other means to the Embassy (Consulate) (Business Office) registration.

    24th enterprises shall be filed with the original filing or approval of the Department of Commerce or provincial-leveled Commerce departments report on overseas investment business, statistics, and the difficulties, problems associated with foreign investment, and to ensure that the submitted facts and figures are true and correct. 25th overseas enterprises to carry out overseas enterprise investment and then investment, after outside legal procedures are completed, the Enterprise shall report to the competent Commerce departments.

    Involved central enterprise of, central enterprise through "management system" filled related information, print outside in the funding Enterprise again investment report table (following referred to again investment report table, style see annex 4) and stamped seal Hou reported commerce; involved place enterprise of, place enterprise through "management system" filled related information, print again investment report table and stamped seal Hou reported provincial business competent sector. 26th Ministry of Commerce is responsible for the administration of overseas investment of provincial Commerce authorities inspect and guidance.

    Provincial-leveled Commerce departments should report every six months to the Ministry of Commerce overseas investment within their respective administrative regions.

27th Ministry of Commerce, in conjunction with relevant sectors for overseas investment to provide protection of rights and interests, promotion of investment, risk and other services.

    Commerce released foreign investment cooperation country (area) Guide, and country industry guidelines, file, help enterprise understand investment destination investment environment; strengthening on Enterprise outside investment of guide and specification, with about sector released environmental protection, guidelines, urged enterprise in outside legal collection rules business; established foreign investment and cooperation information service system, for enterprise carried out outside investment provides data statistics, and investment opportunities, and investment obstacles, and risk warning, information.

    The fourth chapter legal liability

    28th enterprises to provide false materials or other improper means to record and obtain the certificate of, the Ministry of Commerce or provincial-leveled Commerce departments to revoke the foreign investment record, given a warning and announced its decision according to law. 29th enterprises to provide false information to apply for approval, the Ministry of Commerce in a warning and announced the punishment decisions according to law.

The company allowed to re-apply in one year of the approval. Enterprises to fraud, bribery or other improper means to obtain approval of overseas investment, the Ministry revoked the foreign investment approval, given a warning and released according to law the penalty decision.

    Within three years the business allowed to re-apply the approval constitutes a crime, criminal responsibility shall be investigated according to law.

    30th enterprises to carry out overseas investment during these procedures set fourth in article shall bear the corresponding legal responsibility.

    Article 31st forged, altered, leased, lent or in any other form of transfer of the certificate, the Ministry of Commerce or provincial-leveled Commerce departments in a warning constitutes a crime, criminal responsibility shall be investigated according to law.

    32nd article 28th to 31st in foreign investment and in violation of these regulations to other provisions of the enterprise, not enjoy relevant policies of the State in three years.

    The 33rd Ministry of Commerce and provincial Commerce authorities on these measures are not in accordance with the provisions of staff perform their duties, abuse of power, demanding or accepting other people's property, or seeking other interests constitute a crime, criminal responsibility shall be investigated according to law; do not constitute a crime, administrative sanctions according to law.

    The fifth chapter supplementary articles

    34th Provincial-leveled Commerce departments can, according to the ways to develop appropriate work conditions.

    35th Central SOEs in these measures refers to state-owned assets supervision and Administration Commission of the State Council to fulfil the responsibilities of investor companies and their affiliated enterprises, central management of other units.

    Article 36th institutions corporate overseas investment, enterprises have set up branches outside reference to these measures.

    37th enterprises to Hong Kong, Macao and Taiwan investment in accordance with the measures implemented.

    38th article of the approach by the Ministry of Commerce is responsible for the interpretation. 39th these measures come into force on October 6, 2014.

    The administrative measures on overseas investment of the Ministry of Commerce released in 2009 (Ministry of Commerce, 2009 the 5th) repealed simultaneously.

    Annex:

1, overseas investment certificates (style) (picture, text)

Table 2, investment abroad (style) (picture, text)

3, investment abroad application form (style) (picture, text) 4, overseas Chinese-funded enterprises reinvested report form (style) (picture, text)

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