外商投资商业领域管理办法 Administration of Foreign Investment in Commercial Sectors Procedures

　2. a feasibility study report signed by all investors；

　　3. the contract， articles of association （in the case of a wholly foreign-owned commercial enterprise， only the articles of association shall be submitted） and the annexes thereto；

　　4. bank proof of creditworthiness， （photocopy of） registration certificate and （photocopy of） the legal representative certificate of each investor； if the Foreign Investor is an individual， his identity document shall be provided；

　　5. an audit report on each investor for the most recent year audited by an accounting firm；

　　6. an evaluation report on the State-owned assets to be invested by the Chinese investor into the Sino-foreign equity or cooperative commercial joint venture；

　　7. a list of merchandise to be imported and/or exported by the proposed foreign-invested commercial enterprise；

　　8. a list of the members of the board of directors of the proposed foreign-invested commercial enterprise and the instruments of appointment of the directors appointed by each investor；

　　9. the notice of preliminary approval of the name of the enterprise issued by the administration for industry and commerce；

　　10. （photocopy of） the supporting documents for the right to use and/or （photocopy of） the premises lease agreement for the land to be used for opening the proposed store， but not required for a store with business area of less than 3，000 square metres； and

　　11. documents stating that the requirements of urban development and urban commercial development are complied with， issued by the department in charge of commerce of the local government of the place in which the proposed store is to be located.

　　Documents that are not executed by the legal representative shall be accompanied by a power of attorney issued by the legal representative.

　　Article 13　Where an established foreign-invested commercial enterprise applies to open a store， it shall submit the following documents：

　　1. an application；

　　2. where an amendment to the contract and/or articles of association is involved， the amended contract and/or

articles of association shall be submitted；

　　3. a feasibility study report on the opening of the store；

　　4. the resolution of the board of directors on the opening of the store；

　　5. the audit report on the enterprise for the most recent year；

　　6. （photocopy of） the capital contribution verification report of the enterprise；

　　7. （photocopy of） the registration certificate and （photocopy of） the legal representative certificate of each investor；

　　8. （photocopy of） the supporting documents for the right to use and/or （photocopy of） the premises lease agreement for the land to be used for opening the proposed store， but not required for a store with business area of less than 3，000 square metres； and

　　9. documents stating that the requirements of urban development and urban commercial development are complied with， issued by the government of the place in which the proposed store is to be located.

　　Documents that are not executed by the legal representative shall be accompanied by a power of attorney issued by the legal representative.

　　Article 14　Legal documents such as trademark and trade name licensing contract， technology transfer contract， management contract and service contract concluded by a foreign-invested commercial enterprise shall be submitted together as the annexes of the contract （or articles of association in the case of a wholly foreign-owned commercial enterprise）。

　　Article 15　The land to be used by a foreign-invested commercial enterprise for opening stores shall be commercial land obtained through means such as public invitation of bids， auction and listing in accordance with the provisions of the laws and administrative regulations of the State on land administration.

　　Article 16　Where a foreign-invested commercial enterprise deals in merchandise governed by special State provisions or in import or export merchandise subject to quota or licensing administration， it shall carry out the procedures in accordance with the relevant State provisions.

　　Article 17　Where a foreign-invested commercial enterprise deals in the following merchandise， it shall comply with the following provisions in addition to complying with the provisions hereof：

　　Where a foreign-invested commercial enterprise deals in books， newspapers and periodicals， it shall comply with the Administration of Foreign-invested Books， Newspapers and Periodicals Distribution Enterprises Procedures.

　　Where a foreign-invested commercial enterprise operates gas stations and engages in retail of processed oil， it shall have steady supply channels of processed oil and comply with the local gas station construction plan. Its operating facilities shall comply with the provisions of the current standards and metrological verification rules of the State， and the requirements in respect of fire prevention， environmental protection， etc. Specific implementing procedures shall be formulated by the Ministry of Commerce separately.

　　Where a foreign-invested commercial enterprise deals in pharmaceutical products， it shall comply with the administration standards of the State on sale of pharmaceutical products. Specific implementing procedures shall be formulated by the Ministry of Commerce separately.

　　Where a foreign-invested commercial enterprise deals in automobiles， it shall operate within the approved scope of business. Specific implementing procedures shall be formulated by the Ministry of Commerce separately.

　　Except as otherwise stipulated in Article 18 hereof and this article， there shall be no geographic， shareholding ratio and investment amount restriction on commercial enterprises for agricultural by-products and means of agricultural production invested in and established by foreign investors.

　　Foreign-invested commercial enterprises engaged in wholesale business may not deal in pharmaceutical pr

oducts， agrochemicals and mulching films before 11 December 2004， and may not deal in chemical fertilizers， processed oil and crude oil before 11 February 2006.

　　Foreign-invested commercial enterprises engaged in retail business may not deal in pharmaceutical products， agrochemicals， mulching films and processed oil before 11 December 2004， and may not deal in chemical fertilizers before 11 December 2006.

　　Foreign-invested commercial enterprises engaged in wholesale business may not deal in salt and tobacco. Foreign-invested commercial enterprises engaged in retail business may not deal in tobacco.

　　Article 18　If the aggregate number of stores opened by the same Foreign Investor in China exceeds 30 and the merchandise it deals in include such merchandise as books， newspapers， magazines， automobiles （this restriction shall be lifted as of 11 December 2006）， pharmaceutical products， agrochemicals， mulching films， chemical fertilizers， processed oil， cereals， vegetable oils， edible sugars and cotton， and the afore-mentioned merchandise carry different brands and are from different suppliers， the ratio of capital contribution of the Foreign Investor shall not exceed 49%.

　　Article 19　Foreign-invested commercial enterprises that authorize other parties to open stores in the form of a franchise shall， in addition to complying with the provisions hereof， comply with the separate provisions of the State on franchising activities.

　　Article 20　If a foreign-invested commercial enterprise engages in auction business， it shall comply with the relevant laws such as the Auction Law and the Cultural Relics Law， and shall be examined and approved by the Ministry of Commerce. Specific implementing rules shall be formulated separately.

　　Article 21　Beginning from 11 December 2004， establishment of wholly foreign-owned commercial enterprises shall be permitted.

　　Article 22　The regions in which foreign-invested commercial enterprises engaged in retail business and their stores may be established shall be limited to the capital cities of provinces and autonomous regions， municipalities directly under the central government， municipalities with independent development plans and special economic zones before 11 December 2004. After 11 December 2004， the geographic limitation shall be lifted.

　　For foreign-invested commercial enterprises engaged in wholesale business， geographic limitation shall be lifted as of the date of the implementation of these Procedures.

　　Article 23　If a foreign-invested enterprise invests in commercial sectors in China， it shall comply with the Investment Within China by Foreign Investment Enterprises Tentative Provisions， and matters shall be handled by reference to these Procedures.

　　Article 24　If a foreign-invested enterprise other than a foreign-invested commercial enterprise engages in the business activities listed in Article 3 hereof， it shall comply with the provisions hereof， and shall change the corresponding scope of business in accordance with the law.

　　Article 25　Investment in and establishment of commercial enterprises by investors from Hong Kong Special Administrative Region， Macao Special Administrative Region and Taiwan region in other provinces， autonomous regions and municipalities directly under the central government in China shall be handled by reference to these Procedures except for the following provisions：

　　1. Beginning from 1 January 2004， Hong Kong and Macao commercial service providers may establish wholly foreign-owned enterprises in the mainland.

　　2. The geogr

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