关于外商投资举办投资性公司的规定 Establishment of Companies with an Investment Nature by Foreign Investors Provision

of new products and high and new technology， assign its achievements of research and development and provide corresponding technical services；

　　4. providing its investors with consultancy services， and providing its affiliated company （companies） with such consultancy services as market information and investment policies related to their investment； and

　　5. undertaking service outsourcing business of its parent company and affiliated company （companies）。

　　Article 11　Where a company with an investment nature engages in the import and export of goods or technology， it shall comply with the provisions of the Record Filing and Registration of Foreign Trade Operators Procedures of the Ministry of Commerce；

　　Where a company with an investment nature engages in commission agency， wholesale， retail and franchising activities， it shall comply with the relevant provisions of the Administration of Foreign Investment in Commercial Sectors Procedures of the Ministry of Commerce， and shall change the corresponding scope of business in accordance with the law.

　　Article 12　For the purposes of these Provisions， the phrase “investee enterprise of a company with an investment nature” shall refer to an enterprise that satisfies the following conditions：

　　1. an enterprise invested by a company with an investment nature directly or in conjunction with other foreign and/or Chinese investor（s）， and the ratio of the investment of the foreign investor alone or in conjunction with the investment of other foreign investor（s） in the company with an investment nature is more than 25% of the registered capital of such enterprise；

　　2. an established enterprise in China whose equity interests， owned by the investor（s） in a company with an investment nature or by its affiliated company （companies）， other foreign investor（s） and investors in China， are partly or entirely acquired by the company with an investment nature， and the investment of the foreign investor alone， or the joint amount of investment of the foreign investor（s） and that of other foreign investor（s） in the company wit

h an investment nature accounts for more than 25% of the registered capital of such enterprise； or

　　3. the amount of investment of a company with an investment nature is not less than 10% of the registered capital of the enterprise invested in and established by it.

　　Article 13　Subject to the approval by the China Banking Regulatory Commission， a company with an investment nature may provide financial support to enterprises invested in and established by it.

　　Article 14　Companies with an investment nature may act as sponsors in sponsoring and establishing foreign-funded companies limited by shares or to hold unlisted non-floating legal person shares of foreign-funded companies limited by shares. Companies with an investment nature may also hold unlisted non-floating legal person shares of other domestic companies limited by shares in accordance with the relevant State provisions. Companies with an investment nature shall be deemed to be foreign sponsors or shareholders of companies limited by shares.

　　Article 15　If， after a company with an investment nature is established， it has operated in accordance with the law and has no record of violations of the law， and the registered capital has been paid in on schedule in accordance with the articles of association， and the amount of registered capital actually paid in by the investors is not less than US$30 million and has been used for the purposes specified in Article 8 hereof， it may， subject to the examination and consent of the department in charge of commerce of the province， autonomous region， municipality directly under the central government or city with independent development plans where it is located， engage in the following businesses according to the actual needs of business activities in which it engages in China after it has applied to the Ministry of Commerce and the application has been approved：

　　1. appointed in writing （subject to a unanimous resolution of the board of directors） by its investee enterprise to engage in the following businesses：

　　（1） act as a distributor on the domestic and foreign markets for the products produced by its investee enterprise； and

　　（2） provide transportation， warehousing and other such comprehensive services to its investee enterprise.

　　2. export domestic merchandise according to the relevant State provisions by acting as an agent or distributor， or by establishing an export procurement organization （including internal organization）， and may handle refund for exports according to the relevant provisions；

　　3. purchase the products of its investee enterprise and， after effecting system integration， sell such products domestically and abroad. If the products of its investee enterprise are not able to completely satisfy the requirements of system integration， it shall be permitted to procure ancillary system integration products domestically and abroad， provided that the value of such procured products does not exceed 50% of the value of all the products required to effect system integration；

　　4. provide relevant technical training to the domestic distributors and agents for the products of its investee enterprise and to the domestic companies and enterprises with which it， its parent company or its affiliated company has entered into technology transfer agreements；

　　5. in order to carry out market development for the products of an investee enterprise before such enterprise comes on stream or before a new product of an investee enterprise enters into production， companies with an investment nature are permitted to import from their parent companies， for trial sale in China， products of their parent companies that are related to the products to be produced by the investee enterprise；

　　6. provide commercial leasing services of machinery and office equipment to its investee enterprise or establish commercial lease financing compan

y according to law；

　　7. provide after-sale services for the products produced by its parent company；

　　8. participate in overseas project contracting of Chinese enterprises that have the right to engage in foreign project contracting； and

　　9. sell （excluding retail） in China the products of its parent companies imported by it.

　　Article 16　A company with an investment nature that imports products according to Items （3） and （5） of Article 15 shall complete formalities according to the relevant State provisions. The aggregate value of the afore-mentioned imports each year may not exceed the amount of registered capital that the company has already paid in.

　　Article 17　Where a company with an investment nature applies to engage in the businesses specified in Article 15 hereof， it shall submit the following documents to the Ministry of Commerce：

　　1. an application signed by the legal representative of the company with an investment nature；

　　2. the resolution of the board of directors of the company with an investment nature；

　　3. the amended articles of association of the company with an investment nature；

　　4. （photocopies of） the approval certificate， （photocopies of） the business licence and the capital contribution verification report issued by a Chinese certified accountant of the company with an investment nature；

　　5. the capital contribution verification report of the investee enterprise issued by a Chinese certified accountant； and

　　6. other documents required by the Ministry of Commerce.

　　Article 18　The term of a company with an investment nature shall be determined according to the nature of the project to be established by the company with an investment nature and on the basis of the relevant State regulations on the term of operation of foreign-invested enterprises.

　　Article 19　The establishment of an enterprise by a company with an investment nature shall be submitted and approved individually in accordance with the limits of authority and procedures for the examination and approval of foreign-invested enterprises.

　　Article 20　Where a company with an investment nature invests in and establishes an enterprise in which the ratio of the investment of the foreign investor alone or in conjunction with that of other foreign investor（s） is not less than 25% of the registered capital of such enterprise， such enterprise shall enjoy preferential treatment as a foreign-invested enterprise， and a foreign-invested enterprise approval certificate and business licence shall be issued. Where the ratio of capital contribution is less than 25%， examination and approval and registration shall be carried out according to the existing examination and approval and registration procedures for establishment of foreign-invested enterprises， unless stipulated otherwise by laws or administrative regulations.

　　Article 21　The establishment of any branch by a company with an investment nature shall be submitted to the Ministry of Commerce for examination and approval. To apply for the establishment of a branch， a company with an investment nature must satisfy the following conditions：

　　1. the registered capital of the company with an investment nature has been paid on schedule in accordance with the provisions of the contract and articles of association and the amount of capital contribution already paid in is not less than US$30 million， or the company with an investment nature has already invested in and established or owns 10 or more foreign-invested enterprises； and

　　2. the region in which the branch is to be establish

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