外商投资创业投资企业管理规定 Administration of Foreign-invested Venture Investment Enterprises Provisions

e Venture Investment Enterprise.

　　Article 34　A Venture Investment Enterprise shall derive its income mainly from the sale or disposal in other ways of its equity in Investees. When a Venture Investment Enterprise sells or disposes in other ways of its equity in Investees， it may lawfully select an appropriate exit mechanism， including：

　　1. assigning all or part of the equity it holds in the Investee to other investors；

　　2. entering into an equity buyback agreement with the Investee， under which the Investee buys back， under set conditions， the equity held in it by the Venture Investment Enterprise according to law；

　　3. when the Investee satisfies the conditions for listing provided in laws and administrative regulations， it may apply to list on a domestic or foreign securities market； in such event， the Venture Investment Enterprise may transfer the shares it holds in the Investee through the securities market in accordance with the law； or

　　4. other methods permitted by Chinese laws and administrative regulations.

　　The specific measures for the buying back by Investees of the equity held in them by Venture Investment Enterprises shall be formulated separately by the Examination and Approval Authority in conjunction with the Registration Authority.

　　Article 35　Venture Investment Enterprises shall submit tax returns and pay tax according to the provisions of State tax law. In the case of a Non-legal Person Venture Investment Enterprise， investors may submit tax returns and pay enterprise income tax separately according to the relevant provisions of State tax law， or， the Non-legal Person Venture Investment Enterprise may submit an application and， upon approval， calculate and pay enterprise income tax jointly according to tax law.

　　The specific administrative procedures for levy and collection of enterprise income tax of Non-legal Person Venture Investment Enterprises shall be issued separately by the State Administration of Taxation.

　　Article 36　Where profits and other gains that the Foreign Investors of a Venture Investment Enterprise are entitled to receive have to be remitted abroad， the Venture Investment Enterprise shall remit the funds abroad by depositing them into its foreign exchange account or purchasing foreign exchange at designated foreign exchange banks on the strength of the distribution resolution of the management committee or the board of di

rectors， the auditor's report issued by an accounting firm， proof of inflow of investment funds of Foreign Investors and capital contribution verification report， proof of tax payment and tax returns （if the enterprise is enjoying tax reduction or exemption， it shall provide certification of tax reduction and exemption issued by the tax authorities）。

　　The returned capital contribution to the Venture Investment Enterprise of the Foreign Investors may be remitted out of China by purchase of foreign exchange according to law. The opening and use of foreign exchange accounts， changes to capital and other matters regarding receipt and expenditure of foreign exchange of Corporate Venture Investment Enterprises shall be handled in accordance with existing provisions on foreign exchange control. Provisions on foreign exchange control concerning Non-legal Person Venture Investment Enterprises shall be formulated separately by the State Administration of Foreign Exchange.

　　Article 37　The investors shall stipulate the term of the Venture Investment Enterprise in the contract therefor and the articles of association thereof. In general， the term shall not exceed 12 years. The term may be renewed upon expiration， subject to the approval of the Examination and Approval Authority.

　　A Venture Investment Enterprise may be dissolved， and its contract and articles of association terminated， ahead of schedule， subject to the approval of the Examination and Approval Authority. However， if all of the investments of a Non-legal Person Venture Investment Enterprise have been sold or disposed of in other ways， its debts have been discharged and its remaining property has been distributed to investors， it may enter into dissolution and termination procedures without the afore-mentioned approval， but the Non-legal Person Venture Investment Enterprise shall， within at least 30 days before the dissolution becomes effective， submit a written statement to the Examination and Approval Authority for record filing.

　　When a Venture Investment Enterprise is dissolved， it shall be liquidated in accordance with the relevant provisions.

　　Article 38　A Venture Investment Enterprise shall， within 30 days of the date of completion of liquidation， apply to the original Registration Authority for de-registration.

　　When applying for de-registration， the Venture Investment Enterprise shall submit the following documents and be responsible for the authenticity and validity of such documents：

　　1. the application for de-registration signed by the chairman of the board of directors， the responsible person of the joint management committee or the responsible person of the liquidation committee；

　　2. the resolution of the board of directors or the joint management committee；

　　3. the liquidation report；

　　4. the proof of de-registration issued by taxation authority and customs；

　　5. the approval document or record filing document of the Examination and Approval Authority； and

　　6. other documents required to be submitted according to laws and administrative regulations.

　　After the Registration Authority has verified and approved de-registration， the Venture Investment Enterprise shall terminate.

　　The joint and several liability undertaken by the requisite investors of a Non-legal Person Venture Investment Enterprise shall not be exempted as a result of termination of the Non-legal Person Venture Investment Enterprise.

　　PART SEVEN

　　EXAMINATION AND OVERSIGHT

　　Article 39　Investments of Venture Investment Enterprises within China shall be handled by reference to the provisions of the Guiding the Direction of Foreign Investment Provisions and Foreign Investment Industrial Guidance Catalogue.

　　Article 40　Where a Venture Investment Enterprise invests in an Investee that falls in the encouraged and permitted categories， it shall fil

e a record with the local authorized foreign trade and economic cooperation department of the place where the Investee is located. The local authorized foreign trade and economic cooperation department shall， within 15 days of the date of receipt of the materials for record filing， complete examination and verification procedures for record filing and issue a foreign-invested enterprise approval certificate to the Investee. The Investee shall handle registration procedures with the Registration Authority on the strength of the foreign-invested enterprise approval certificate. The Registration Authority shall decide on whether to approve the registration in accordance with the provisions of the relevant laws and administrative regulations. If it grants its approval to register， it will issue a foreign-invested enterprise legal person business licence.

　　Article 41　Where a Venture Investment Enterprise invests in an Investee that falls in the restricted category， it shall apply to the authorized foreign trade and economic cooperation department of the place where the Investee is located and submit the following materials：

　　1. a declaration that the Venture Investment Enterprise has adequate funds for the investment；

　　2. （photocopies of） the approval certificate and the business licence of the Venture Investment Enterprise； and

　　3. the contract for and articles of association of the Investee， signed by the Venture Investment Enterprise （with other investors in the Investee）。

　　The competent provincial-level foreign trade and economic cooperation department shall， within 45 days of the date of receipt of the above application， render a written official reply on whether to give its approval. If it grants its approval， it will issue a foreign-invested enterprise approval certificate. The Investee shall apply to the Registration Authority for registration on the strength of the official reply and the foreign-invested enterprise approval certificate. The Registration Authority shall decide on whether to approve the registration according to the provisions of the relevant laws and administrative regulations. If it grants its approval to register， it will issue a foreign-invested enterprise legal person business licence.

　　Article 42　Where a Venture Investment Enterprise invests in a foreign investment project that falls into the service and trade area that is gradually opening up， the investment shall be examined and approved according to the relevant State provisions.

　　Article 43　An increase or transfer by a Venture Investment Enterprise of investment in its Investee shall be handled in accordance with the procedures stipulated in Articles 40， 41 and 42.

　　Article 44　The Venture Investment Enterprise shall， within one month after completing the procedures stipulated in Articles 40， 41， 42 and 43， file a record with the Examination and Approval Authority.

　　Article 45　The Venture Investment Enterprise shall also file a record on its fund raising and utilization details of the previous year to the Examination and Approval Authority in March each year.

　　The Examination and Approval Authority shall， within five working days of the date of receipt of the materials for record filing， issue a record filing registration certificate. Such record filing reg

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