Administration of Filing of Overseas Investment

Administration of Filing of Overseas Investment

Administration of Filing of Overseas Investment.
The English version is for reference only. If there is any inconsistency or conflict between the English and Chinese version, the Chinese version shall prevail.
 
I. Operation Basis
 
Framework Plan for the China (Shanghai) Pilot Free Trade Zone, Measures for Administration of the China (Shanghai) Pilot Free Trade Zone, Measures for Administration of the Filing of Overseas Investment Projects in the China (Shanghai) Pilot Free Trade Zone, and Measures for Administration of the Filing of Overseas-Invested Enterprises of the China (Shanghai) Pilot Free Trade Zone
 
II. Scope of Application
 
1. Application for filing of general projects invested and enterprises established overseas by local enterprises registered in the FTZ.
 
2. For projects invested overseas:
 
Investment projects in countries that China has not established diplomatic relationships with and are subject to international sanctions, countries and regions where there is war, riot, etc., or other sensitive countries and regions identified by the National Development and Reform Commission, and overseas investment projects involving basic telecommunications operations, trans-boundary water resource development and utilization, large scale land development, power mains and grids, news media, or other sensitive sectors identified by the National Development and Reform Commission, regardless of the size of investment, shall be submitted by the Shanghai Municipal Development and Reform Commission, upon its preliminary examination and approval, to the National Development and Reform Commission for approval, or submitted by the National Development and Reform Commission, upon its proposal of examination and approval opinions, to the State Council for approval.
 
3. For enterprises invested and established overseas:
 
The overseas investment shall still apply the Measures for Overseas Investment Management in a country (region) which has not established diplomatic relationships with China, or in a specific country (region), or involving the interests of multiple countries (regions), or for setting up a special-purpose company overseas, or in the field of energy or minerals, or which needs to attract capital from domestic investment within China, and shall be submitted by the administration department of the FTZ, upon its preliminary examination and approval, to the Municipal Commission of Commerce, and then be submitted by the Municipal Commission of Commerce to the Ministry of Commerce for approval.
 
The overseas investment of the Enterprise shall not fall under any of the following circumstances:
 
(1) endangering State sovereignty, national security and public interests of China or violating laws or regulations of China;
 
(2) damaging the relationship between China and a relevant country (region);
 
(3) likely violation of any international treaty concluded by China; or
 
(4) involving any technology or goods prohibited by China from import.
 
4. Investments in Taiwan shall apply the Circular of the National Development and Reform Commission, the Ministry of Commerce and the Taiwan Affairs Office of the State Council on Printing and Issuing Measures for Administration of Investment in Taiwan by Mainland Enterprises (Fa Gai Wai Zi [2010] No. 2661).
 
5. Investment of an enterprise in the Hong Kong Special Administrative Region and Macao Special Administrative Region shall apply review administration.
 
6. Where a public institution with a legal person status makes any overseas investment, an enterprise establishes any unincorporated enterprise, or an overseas enterprise of which the majority of shares are held by the enterprise makes investment, the filing administration shall apply.
 
III. Required Materials
 
1. Overseas investment filing application form (completed online and printed)
 
2. Personal identification papers of the investor (such as business license, articles of association, and partnership agreement)
 
3. Company board resolution, or relevant capital contribution resolution;
 
4. Supporting documents proving the assets, operation and credit conditions of the investors and foreign parties (such as audited financial statements);
 
5. A letter of intent, framework agreement or other documents signed by the Chinese and foreign parties for the bid, M&A or equity or contractual joint venture project;
 
6. Other documents that shall be submitted in accordance with relevant regulations
 
Photocopies of the above materials provided shall be affixed with the company seal of the applicant.

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