对外贸易经济合作部、国家工商行政管理总局关于外商投资企业合并与分立的规定（修订） Merger and Division of Foreign Investment Enterprises Provi

h the division agreement.

　　Article 26　The examination and approval authority shall make a written preliminary official reply as to whether or not it consents to a merger or division within 45 days of the date on which it receives the relevant documents to be submitted under Article 18 or 21 hereof.

　　If the ex

amination and approval authority for a Company merger is MOFTEC, and MOFTEC considers the merger to tend towards monopolization of the industry or to possibly control the market for particular merchandise or a particular service and thus obstruct fair competition, it may, after having received the relevant documents mentioned in the preceding paragraph, convene a meeting of relevant authorities and organizations to hear evidence from the Companies to be merged and to investigate the said Companies and the market concerned. The time limit for examination and approval specified in the preceding paragraph may be extended to 180 days.

　　Article 27　Within 10 days of the date on which the examination and approval authority makes its preliminary official reply on a Company merger or division, the Companies to be merged or the Company to be divided shall issue written notification to their or its creditors and, within 30 days, announce the proposed merger or division at least three times in a nationally circulated newspaper at or above the provincial level.

　　In the said written notification or announcement, the Companies or Company shall specify the plan for succession to existing Company debts.

　　Article 28　Creditors of a Company shall, within a period of 30 days commencing from the date of receipt of the written notification mentioned in Article 25 hereof, or within a period of 90 days commencing from the date of the first announcement for those who do not receive written notification, have the right to demand that the Company modify its debt succession plan or to claim full repayment or corresponding security from the Company.

　　If a Company creditor fails to exercise his relevant rights within the time limit specified in the preceding paragraph, he shall be deemed to consent to the plan for succession to the claims and debts of the Companies to be merged or the Company to be divided, and no claims made by such creditor may affect the merger or division process of the Companies or Company.

　　Article 29　If the creditors of Companies to be merged or the creditors of a Company to be divided raise no objections within 90 days of the date of the first announcement, the applicant among the Companies to be merged, or the Company to be divided, shall submit the following documents to the examination and approval authority:

　　1. proof that the Companies or Company have or has published an announcement of the merger or division in a newspaper three times;

　　2. proof that the Companies have notified their creditors or the Company has notified its creditors;

　　3. details of the Companies' disposal of their claims and debts or the Company's disposal of its claims and debts; and

　　4. other documents which the examination and approval authority requires to be submitted.

　　Article 30　The examination and approval authority shall decide whether or not to approve the Company merger or division within 30 days of the date on which it receives the documents specified in Article 27 hereof.

　　Article 31　Where a Company merger takes the form of merger by absorption, the admitting Company shall carry out the procedures for change of its foreign investment enterprise approval certificate with the original examination and approval authority and register the change in the Company with the registration authority; and the admitted Company shall return its foreign investment enterprise approval certificate to the original examination and approval authority for cancellation and de-register with the registration authority.

　　Where a Company merger takes the form of merger by new establishment, each party to the proposed merger shall return its foreign investment enterprise approval certificate to the original examination and approval authority for cancellation and de-register with the registration authority; and the newly established Company shall, through the applicant

, obtain a foreign investment enterprise approval certificate from the examination and approval authority and register its establishment with the registration authority.

　　Where a Company division takes the form of survived division, the surviving Company shall carry out the procedures for change of its foreign investment enterprise approval certificate with the examination and approval authority and register the change in the Company with the registration authority; and the newly established Company or Companies shall obtain a foreign investment enterprise approval certificate from the examination and approval authority and register its or their establishment with the registration authority.

　　Where a Company division takes the form of division by dissolution, the original Company shall return its foreign investment enterprise approval certificate to the original examination and approval authority for cancellation and de-register with the registration authority; and the newly established Companies shall obtain a foreign investment enterprise approval certificate from the examination and approval authority and register their establishment with the registration authority.

　　Where a merger is between a Company and a wholly Chinese-owned enterprise, the Company shall carry out the relevant procedures regarding its foreign investment enterprise approval certificate.

　　Article 32　Within 30 days of the date on which the examination and approval authority approves a merger or division, the applicant among the Companies to be merged, or the Company to be divided, shall carry out with the relevant examination and approval authority the procedures for return for cancellation, change or obtaining of a foreign investment enterprise approval certificate in connection with the dissolution, survival or new establishment of a Company due to merger or division.

　　Article 33　A Company shall de-register, change its registration or register its establishment with the registration authority pursuant to regulations such as the PRC, Administration of Enterprise Legal Person Registration Regulations and the PRC, Administration of Company Registration Regulations after the date on which it returns for cancellation, changes or obtains its foreign investment enterprise approval certificate.

　　Registration of establishment shall be carried out after the procedures for change of registration or de-registration of the relevant Company have been completed.

　　The following documents shall be deemed to constitute the liquidation report to be submitted at the time of de-registration: (i) the plan for disposal of Company property and the plan for succession to claims and debts specified in the Company merger or division agreement and (ii) the document by which the examination and approval authority approved the Company merger or division.

　　Article 34　After existing Companies have been de-registered for purposes of a merger by new establishment, or after an existing Company has been de-registered or the registration of an existing Company has been changed for purposes of a division, a party or the parties shall bear corresponding legal liability if it or they fails or fail to register the establishment of the relevant new Company or Companies according to the law.

　　Article 35　The amended contract for, and articles of association of, a Company signed by the investors of the Company by reason of a Company merger or division shall become effective on the date on which the examination and approval authority changes or issues the foreign investment enterprise approval certificate.

　　Article 36　The Company which survives or is newly established after a merger or a company which survives or is newly established after a division shall, within 30 days of the date on which its business licence is changed or obtained, issue a notice of change in debtor and creditor to the creditors and debtor

s of the Companies or Company which were or was dissolved as a result of the merger or division, and announce the change in a nationally circulated newspaper at or above the provincial level.

　　Article 37　The Company which survives or is newly established after a merger or a company which survives or is newly established after a division shall, within 30 days of the date on which its business licence is exchanged or obtained, carry out corresponding registration procedures with relevant authorities such as the tax, customs, land administration and exchange control authorities.

　　In case of a merger of a Company and a wholly Chinese-owned enterprise, a Company that survives or is newly established shall carry out the corresponding examination and approval procedures with authorities such as tax, customs, land administration and exchange control authorities in accordance with the relevant provisions on foreign investment enterprises.

　　Article 38　Where a Company merger or division involves the assignment of equity, the matter shall be handled pursuant to relevant laws and regulations and the provisions concerning changes in the equity of investors in foreign investment enterprises.

　　Where foreign investors purchase the equity of the shareholders of the wholly Chinese-owned enterprise in a merger between a Company and a wholly Chinese-owned enterprise, the payment conditions for the acquisition price of the equity shall be satisfied in accordance with the Supplementary Pr

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