境外投资项目核准暂行管理办法 Verification and Approval of Overseas Investment Projects Tentative Administrative Pr

国家发展和改革委员会令第21号

（Promulgated by the National Development and Reform Commission on 9 October 2004 and effective as of the date of promulgation.）

颁布日期：20041009 　实施日期：20041009 　颁布单位：国家发展和改革委员会

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Procedures are specially formulated in accordance with the PRC， Administrative Licensing Law and the State Council， Reform of the Investment System Decision in order to standardize the administration of verification and approval of overseas investment projects.

　　Article 2　These Procedures shall apply to the verification and approval of investment （including new establishment， merger and acquisition， equity participation， capital increase and re-investment） projects conducted overseas by various types of legal persons （Investment Entities） in the People‘s Republic of China and the overseas enterprises or organizations in which they hold a controlling share.

　　These Procedures shall apply to the verification and approval of investment projects conducted by Investment Entities in the Hong Kong Special Administrative Region， the Macao Special Administrative Region and the Taiwan region.

　　Article 3　For the purposes of these Procedures， the term “overseas investment projects” shall refer to the activities by which an Investment Entity obtains overseas ownership， operation and management rights or other relevant rights through the injection of assets and rights such as currency， negotiable securities， physical objects， intellectual property rights or technology， equity or claims， or through the provision of security.

　　PART TWO　VERIFICATION AND APPROVAL AUTHORITIES AND THEIR AUTHORITY

　　Article 4　The State shall implement administration of verification and approval of overseas investment projects in the category of resource development and overseas investment projects that involve the use of a large amount of foreign exchange.

　　Projects in the category of resource development shall refer to projects of overseas investment in exploration and development of resources such as crude oil and mines. In this type of projects， where the amount of investment of the Chinese party is US$ 30 million or above， the project shall be verified and approved by the National Development and Reform Commission. Where the amount of investment of the Chinese party is US$ 200 million or above， the project shall be reported to the State Council for verification and approval after examination and verification by the National Development and Reform Commission.

　　Projects that involve the use of a large amount of foreign exchange shall refer to overseas investment projects outside the areas listed in the preceding paragraph in which the amount of foreign exchange used for investment of the Chinese party is US$ 10 million or above. This type of projects shall be verified and approved by the National Development and Reform Commission. Where the amount of foreign exchange used for investment of the Chinese party is US$ 50 million or above， the project shall be reported to the State Council for verification and approval after examination and verification by the National Development and Reform Commission.

　　Article 5　Resource development projects with an amount of investment by the Chinese party of less than US$ 30 million and other projects with an amount of foreign exchange used for investment by the Chinese party of less than US$10 million shall be verified and approved by the provincial-level development and reform department of provinces， autonomous regions， municipalities directly under the central government， cities with independent development plans or the Xinjiang Production and Construction Brigade. Authority to verify and approve such projects may not be delegated. In order to grasp information on verified and approved projects in a timely manner， provincial-level development

and reform departments shall submit duplicates of the project verification and approval document to the National Development and Reform Commission within 20 working days of the date of verification and approval.

　　Where a local government has other stipulations on the verification and approval of the projects listed in the preceding paragraph according to the relevant regulations， such stipulations shall prevail.

　　Article 6　Overseas investment projects in the category of resource development of enterprises administered by the central government in which the amount of investment of the Chinese party is less than US$ 30 million， and other overseas investment projects of enterprises administered by the central government in which the amount of foreign exchange used for investment of the Chinese party is less than US$ 10 million shall be decided by the enterprises on their own， and the relevant documents shall be reported to the National Development and Reform Commission for record filing after a decision is made. The National Development and Reform Commission shall issue a proof of record filing within seven working days of the date of receipt of the aforementioned record filing materials.

　　Article 7　Projects for investment in the Taiwan region and in countries with which China has not established diplomatic relations shall be verified and approved by the National Development and Reform Commission or by the State Council after examination and approval by the National Development and Reform Commission， regardless of the amount involved.

　　PART THREE　VERIFICATION AND APPROVAL PROCEDURE

　　Article 8　Where a project is subject to the verification and approval of the National Development and Reform Commission and the State Council according to the verification and approval authority， a project application report shall be submitted by the Investment Entity to the provincial-level development and reform department at the place of registration， which shall then be submitted to the National Development and Reform Commission after examination and verification by the provincial-level development and reform department. Enterprise groups with independent development plans and enterprises administered by the central government may submit project application reports directly to the National Development and Reform Commission.

　　Article 9　The National Development and Reform Commission shall， before verifying and approving projects for investment in the Hong Kong Special Administrative Region， the Macao Special Administrative Region， the Taiwan region， and countries with which China has not established diplomatic relations and sensitive regions， seek the opinions of the relevant department. The relevant department shall， within seven working days of the receipt of the aforementioned materials， issue a written opinion to the National Development and Reform Commission.

　　Article 10　The National Development and Reform Commission shall， within five working days of the date of acceptance of a project application report， appoint a qualified consultancy institution to carry out an assessment of the key issues that need to undergo assessment and discussion. The appointed consultancy institution shall submit an assessment report to the National Development and Reform Commission within the stipulated time period.

　　Article 11　The National Development and Reform Commission shall， within 20 working days of the date of acceptance of the project application report， complete verification and approval of the application or issue an examination and verification opinion to the State Council. If it is unable to render a decision on verification and approval or issue an examination and verification opinion within 20 working days， an extension of 10 working days shall be approved by the responsible person of the National Development and Reform Commission， and the project applicant shall be notified of t

he reason for the extension.

　　The period for verification and approval specified in the preceding paragraph shall not include the time for the assessment conducted by the appointed consultancy institution.

　　Article 12　The National Development and Reform Commission shall issue a written verification and approval document to the project applicant whose project has been verified and approved. Where a project is not verified and approved， the National Development and Reform Commission shall notify the project applicant in writing， explaining the reasons therefor and notifying the project applicant of his right to apply for an administrative review or to institute an administrative action in accordance with the law.

　　Article 13　In the case of projects that involve competing in a bid overseas or acquisition， a written information report shall be submitted to the National Development and Reform Commission prior to the submission of bids or the formal launch of commercial activities. The National Development and Reform Commission shall， within seven working days of the date of receipt of the written information report， issue a confirmation letter. The main particulars of the information report shall include：

　　1. basic details of the Investment Entity；

　　2. background information of the project investment；

　　3. place and direction of investment， and the anticipated scale of investment and scale of establishment； and

　　4. planned work timetable.

　　Article 14　If an Investment Entity needs to inject necessary preliminary fees for the project and it involves the amount of foreign exchange to be used （including performance bonds， letters of guarantee， etc.）， it shall apply to the National Development and Reform Commission for verification and approval. Such preliminary fees tha

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