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

ed is a region in which the company with an investment nature has concentrated its investment or its product sales.

　　Article 22　Companies with an investment nature that are qualified may apply to be recognized as the regional headquarters of a multinational corporation （Regi

onal Headquarters） and handle the amendment procedures according to law.

　　1. A company with an investment nature that applies to be recognized as a Regional Headquarters shall satisfy the following conditions：

　　（1） the registered capital already paid in shall not be less than US$100 million； or， the registered capital already paid in shall not be less than US$50 million， the total asset value of its investee enterprise in the year prior to the application shall not be less than Rmb 3 billion， and the total amount of profit shall not be less than Rmb 100 million （calculated according to the relevant provisions on consolidated statements）；

　　（2） satisfy the provisions stipulated in Article 8 hereof； and

　　（3） have already established research and development organization according to the relevant provisions.

　　2. A company with an investment nature that is recognized as a Regional Headquarters may engage in the following businesses according to the actual needs of business activities in which it engages in China：

　　（1） the businesses specified in Articles 10 and 15 hereof；

　　（2） import and sell （excluding retail） in China products of the multinational corporation and the affiliated companies in which it holds a controlling share；

　　（3） import raw and auxiliary materials， and spare parts and components required for providing maintenance services for products of its investee enterprise and the multinational corporation；

　　（4） undertake service outsourcing business of domestic and foreign enterprises；

　　（5） engage in logistics and distribution services according to the relevant provisions；

　　（6） upon the approval of the China Banking Regulatory Commission， establish finance companies to provide relevant financial services to the company with an investment nature and its investee enterprise；

　　（7） upon the approval of the Ministry of Commerce， engage in overseas project contracting businesses and overseas investment， and establish lease financing company and provide the relevant services；

　　（8） entrust other domestic enterprises with the production and/or processing of its products or the products of its parent company， and the sale of such products inside and outside China； and

　　（9） other businesses upon approval.

　　3. Application procedure：

　　（1） the company with an investment nature shall submit an application to the department in charge of commerce of the province， autonomous region， municipality directly under the central government or municipality with an independent development plans where it is located， and shall submit the same to the Ministry of Commerce after preliminary verification；

　　（2） the Ministry of Commerce shall render an official reply within 30 days of the date of receipt of all application documents. If the company is recognized as a Regional Headquarters， it shall be issued a foreign-invested enterprise approval certificate （with the notation of “Regional Headquarters”）； and

　　（3） the company with an investment nature shall handle the amendment registration procedures with the administration for industry and commerce within 30 days on the strength of the approval certificate.

　　4. Application documents：

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

　　（2） the resolution of the board of directors or the shareholders' meeting of the company with an investment nature and the multinational corporation；

　　（3） the amended articles of association/contract 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） （photocopies of） the approval certificate， （photocopies of

） the business licence of the investee enterprise；

　　（6） the capital contribution verification report of the investee enterprise issued by a Chinese certified accountant；

　　（7） the major financial statements of the company with an investment nature audited by a Chinese certified accountant； and

　　（8） other documents required by the Ministry of Commerce.

　　The afore-mentioned documents shall be originals except where indicated as copies.

　　The “multinational corporation” referred to in this Article means the parent company of the group of companies to which the foreign investor of the company with an investment nature belongs.

　　Article 23　The investment activities of a company with an investment nature in China shall not be restricted to the place of registration of the company.

　　Article 24　Companies with an investment nature shall pay taxes in accordance with the relevant laws and regulations of China.

　　Article 25　A company with an investment nature shall zealously implement its project investment plans and shall submit details of its investments and operations for each year in accordance with the prescribed contents and format to the Ministry of Commerce for the record within the first three months of the following year. The afore-mentioned materials shall constitute part of the materials that the company with an investment nature is required to submit for joint annual inspections.

　　Article 26　A company with an investment nature and the enterprise（s） invested in and established by it are legal persons or entities independent of one another. The business transactions between the company with an investment nature and enterprise（s） shall be treated as business transactions between independent enterprises.

　　Article 27　A company with an investment nature and the enterprise（s） invested in and established by it shall abide by the laws， regulations and rules of China， and shall not employ any means to avoid administration and tax payments.

　　Article 28　Companies with an investment nature shall not directly engage in production activities.

　　Article 29　These Provisions shall apply to investors from Taiwan， Hong Kong and Macao that invest in and establish companies with an investment nature in the mainland.

　　Article 30　The Ministry of Commerce shall be responsible for interpretation of these Provisions.

　　Article 31　These Provisions shall be implemented 30 days after the date of promulgation

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