The ministry of commerce about involving foreign investment enterprise stock-rights contribution interim provisions

Ministry of commerce in 2012. 8, the ministry of commerce about involving foreign investment enterprise stock-rights contribution of the interim provisions"
【 release unit 】 the ministry of commerce of the People's Republic of China
【 release number 】 business decree no. 8 in 2012
The release date 】 2012-09-21
The implementation date 】 2012-10-22
The ministry of commerce about involving foreign investment enterprise stock-rights contribution of the interim provisions "has been on August 24, 2012 the ministry of commerce through the 68th ministerial meetings deliberation, are hereby promulgated, on October 22, 2012 and up.
Department long: Chen deming
On September 21, 2012
The ministry of commerce about involving foreign investment enterprise stock-rights contribution of the interim provisions
Article 1 in order to regulate the involving foreign investment enterprise's equity investment behavior, improve the level of investment facilitation, encourage foreign investors to invest in China, according to People's Republic of China foreign investment law, the provisions of the company law and the provisions of relevant administrative regulations, the present provisions are formulated.
Article 2 the investors at home and abroad (hereinafter referred to as equity investors) held by the enterprise within the territory of China (hereinafter referred to as equity enterprise) equity as capital contribution, the establishment and change of enterprises with foreign investment (hereinafter referred to as the company) shall be governed by these provisions, including:
(a) to newly established company form to establish a foreign-funded enterprise,
(2) that the capital of enterprises with foreign investment enterprise with foreign investment changed into;
(3) to increase enterprise with foreign investment changed equity.
The above said enterprise is legally established in China refers to a limited liability company or a joint stock limited company.
Article 3: for the purposes of these provisions for the examination and approval authorities of the People's Republic of China ministry of commerce and local competent commerce departments.
Investors with equity investment establishment and change of enterprises with foreign investment, in addition to the examination and approval administration in accordance with the relevant provisions of foreign investment approved by ministry of commerce of, but the rest of the invested enterprise by the people's governments of provinces, autonomous regions, and municipalities directly under the central government and the city specifically designated in the state plan to the competent department of commerce (hereinafter referred to as "the approval organ at the provincial level) shall be responsible for approval.
Article 4 the capital contribution shall be used as the equity ownership clear and power integrity, and may be transferred according to law; Equity enterprise is a foreign-invested enterprise, the enterprise shall be approved according to law, conform to the foreign investment industrial policies.
Belong to the following situations, equity investment shall not be used for:
(a) equity enterprise's registered capital is not paid in full;
(2) the equity has been set up mortgage;
(3) equity has been frozen in accordance with law;
(4) equity enterprise articles of association (contract) agreement shall not be transferred equity stakes,
(5) not according to stipulations in previous year or not through the foreign investment enterprise under the joint annual check of the foreign investment enterprise's equity;
(6) the real estate enterprises, foreign investment company, foreign investment venture (equity) investment enterprise's equity;
(7) law, administrative regulation or decision of the state council provisions equity transfer shall be reported for approval and without approval;
(8) the laws, administrative regulations or provisions of the state council shall not be transferred to other circumstances.
Article 5 after stock-rights contribution, the invested enterprise and equity enterprise and its direct or indirect holding enterprise shall conform to the guiding the direction of foreign investment regulations, the foreign investment industrial guidance catalogue and other foreign investment related regulations; Don't conform to the relevant provisions, it shall declare stock-rights contribution in before stripping related assets, business or transfer its equity. Investors at home and abroad in equity investment way evade foreign investment management.
Article 6 the equity capital contribution as established in accordance with the law shall be subject to the domestic appraisal institution assessment.
Article 7 equity investor and the investment enterprise's shareholders or other investors in the equity can be based on the evaluation of affirmatory equity amount of pricing, equity investment amount.
Equity refers to the amount of pricing above all parties in the equity evaluation basis for common recognition of the contribution of equity transaction pricing, equity investment amount refers to the amount of equity pricing in the registered capital of the enterprise is included in the investment of equity investment amount shall not be higher than equity evaluation value.
With shares for the value of the invested enterprise capital increase subscription, the amount of equity pricing included in the deals.
Article 8 of the invested enterprise all the shareholders' equity investment amount and other non-monetary properties amount shall not be higher than the sum of its 70% of the registered capital.
Article 9 the company as a limited liability company, the total amount of investment shall be according to the state administration for industry and commerce on sino-foreign joint venture enterprise's registered capital and the total amount of investment proportion of interim provisions ", according to the equity of the invested enterprise capital contribution after the registered capital for sure.
Article 10 investors with equity investment, should by the investors or the investment enterprises to apply for the examination and approval authorities, submit the following documents:
(a) stock-rights contribution application and equity investment agreement;
(2) the equity investors hold legal capital contribution as equity proof;
(3) equity enterprise the business license of enterprise legal person (copy);
(4) equity enterprise is a foreign-invested enterprise, shall be submitted to the foreign investment enterprise approval certificate and photocopy, through the foreign investment enterprise under the joint annual check of the relevant proof;
(5) appraisal institution equity evaluation report;
(6) law firm and its lawyers to the provisions of article 4, article 5 content of legal opinions issued by the;
(7) in accordance with the foreign investment laws, administrative regulations and rules shall be submitted to the other foreign-funded enterprises set up or change the file;
(8) the laws, administrative regulations or decision of the state council provisions equity enterprise shareholder equity transfer shall be subject to approval, need to submit relevant documents of approval;
(9) the examination and approval authorities for submission to the other documents.
Article 11 of the invested enterprise in accordance with the examination and approval authority decides to approve or not to approve. To be approved by the examination and approval organ shall issue or changing of the approval certificate of foreign-invested enterprises (in the remarks column filler "stock-rights contribution outstanding").
Equity enterprise for foreign investment enterprises, and enterprise invested by different points of the examination and approval authorities for approval, the invested enterprise of the examination and approval authority shall ask for equity enterprise is to be located the approval organ at the provincial level opinion, equity enterprise is to be located in the approval organ at the provincial level shall receive for YiJianHan within 20 working days revert suggestion; Fails to reply, regard as agree to.