对外贸易经济合作部、国家工商行政管理局外商投资企业投资者股权变更的若干规定 MOFTEC and SAIC, Changes in Equity Interest of Investors in Fo

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　　7. entry into effect and termination of the agreement； and

　　8. time and venue of conclusion of the agreement.

　　Article 11　If an Equity Interest needs to be changed for the reason set forth in Item （3） of Article 2 hereof， it shall conform with the relevant special regulations of MOFTEC and the State Administration for Industry and Commerce. In addition to submitting the documents specified in Items （1）， （2）， （3）， （4） and （5） of Article 9， the agreement to change the Equity Interest executed by the investors of the Enterprise shall be submitted to the examination and approval authority.

　　Article 12　After an investor in an Enterprise and a pledgee have executed a pledge contract for an Equity Interest， the following documents shall be submitted for examination to the examination and approval authority that approved the establishment of the Enterprise：

　　1. the resolutions of the Board of Directors and the other investors in the Enterprise concerning consent to the pledging investor's pledge of its Equity Interest；

　　2. the pledge contract executed by the pledging investor and the pledgee；

　　3. the capital contribution verification certificate of the pledging investor； and

　　4. the investment verification report issued for the Enterprise by an accountant registered in China and the accountant's firm.

　　The examination and approval authority shall decide whether to grant approval or not within 30 days of the date on which all the documents specified in the preceding paragraph are received.

　　Within 30 days of obtaining the official reply in which the examination and approval authority agrees to the pledge of Equity Interest by the investor in the Enterprise， the Enterprise shall record the pledge with the original registration authority on the strength of the relevant official reply document.

　　Pledge acts that have not been examined and approved and placed on the record in accordance with this Article shall be invalid.

　　Article 13　If the ownership of a pledged Equity Interest passes to the pledgee or another beneficiary i

n accordance with the provisions of the Security Law， the Enterprise shall submit to the examination and approval authority valid documentary evidence of the pledgee's or other beneficiary's obtaining of the Equity Interest of the original investor， in addition to the documents specified in Items （1）， （2）， （3）， and （5） of Article 9. The examination and approval authority shall carry out the examination and approval in accordance with the above-mentioned documents， the documents mentioned in Article 12 hereof and the relevant laws and regulations.

　　Article 14　If Equity Interest needs to be changed for a reason set forth in Items （5） and （6） of Article 2 hereof， in addition to submitting the documents specified in Items （1）， （2）， （3）， and （5） of Article 9， the Enterprise shall submit to the original examination and approval authority valid documentary evidence of the obtaining of the Equity Interest of the original investor by the person that obtained the Equity Interest.

　　If the provisions of Item （5） or （6） of Article 2 hereof result in a change in an investor in an Enterprise and the other investors in the Enterprise do not agree to continue operations， an application may be made to the original examination and approval authority to terminate the contract for and articles of association of the original Enterprise. After the contract for and articles of association of the original Enterprise have been terminated， the person that obtained the Equity Interest shall have the right to join the liquidation committee and to be distributed property of the Enterprise remaining after liquidation. If the person that obtained the Equity Interest does not agree to continue operations， it may assign its Equity Interest to another investor in the Enterprise or a third party in accordance with these Regulations.

　　Article 15　If an investor needs to be replaced or Equity Interest needs to be changed for the reason set forth in Item （7） of Article 2 hereof， the non-breaching investor shall have the right to unilaterally apply to the original examination and approval authority to make such change. In addition to submitting the documents specified in Items （1）， （2）， （3） and （5） of Article 9， the non-breaching investor shall submit the following documents to the original examination and approval authority：

　　1. the investment verification report issued for the Enterprise by an accountant registered in China and the accountant's firm； and

　　2. documentary evidence of the non-breaching party's urging the party in breach to make or make in full its capital contribution.

　　If a new investor participates in the equity， proof of the lawful commencement of business and creditworthiness of the new investor shall be submitted to the examination and approval authority as well. If the party in breach had already made part of its capital contribution in accordance with the original contract for and articles of association of the Enterprise， documents related to the Enterprise's disposal of the portion of capital contribution of the party in breach shall also be submitted to the examination and approval authority.

　　Article 16　If the Equity Interest of a Chinese investor that invested State-owned assets changes， the Enterprise must also submit the following documents to the examination and approval authority：

　　1. the signed opinion of the authority in charge of the Chinese investor on the change in the Equity Interest of the investor in the Enterprise.

　　2. the asset appraisal report in respect of the Equity Interest that needs to be changed， issued by an appraisal organization for State-owned assets； and

　　3. written confirmation issued by the administration authority for State-owned assets in respect of the above-mentioned asset appraisal report.

　　Article 17　The examination and approval authority shall decide whether to grant approval or not within 30 days of the dat

e on which all the specified documents to be submitted are received.

　　An Enterprise shall carry out the procedures for changing its foreign investment enterprise approval certificate with the examination and approval authority within 30 days of the date on which the examination and approval authority approves the change in the Equity Interest（s） of the investor（s） in the Enterprise.

　　If the Chinese investor obtains the entire Equity Interest in an Enterprise， it must hand in for cancellation the foreign investment enterprise approval certificate to the examination and approval authority within 30 days of the date on which the examination and approval authority approves the change in the Equity Interests of the investors in the Enterprise. Within 15 days of the date on which the examination and approval authority cancels the foreign investment enterprise approval certificate， it shall issue a notice concerning such cancellation to the original registration authority of the Enterprise.

　　Article 18　Within 30 days of the date on which an Enterprise's foreign investment enterprise approval certificate is changed or handed in for cancellation， the Enterprise shall apply to change its registration with the registration authority in accordance with relevant regulations such as the PRC， Administration of the Registration of Enterprise Legal Persons Regulations， the PRC， Administration of Company Registration Regulations， etc. If the registration is not changed with the registration authority in accordance with these Provisions， the registration authority shall impose a fine in accordance with the relevant regulations.

　　Article 19　When an Enterprise applies to register a change in Equity Interest， it shall supply to the registration authority the relevant documents submitted to the examination and approval authority.

　　If an investor needs to be replaced or the registration of Equity Interest needs to be changed for the reason set forth in Item （7） of Article 2 hereof， the document concerning the positions held in the new Board of Directors of the Enterprise by the members thereof， the proof of identity of the members of the new Board of Directors and the resolution of the new Board of Directors shall be submitted to the registration authority in addition to the documents specified in Article 15 hereof.

　　If a Chinese investor obtains the entire Equity Interest in an Enterprise because of a change in the Equity Interest（s） of the other investor（s） in the Enterprise， the Enterprise shall， when applying to change the registration， submit the relevant documents to the registration authority in accordance with the requirements for registering the establishment of the proposed type of enterprise into which the Enterprise is to change. Upon approval by the registration authority， the Business Licence of an Enterprise with the Status of a Legal Person of the PRC shall be handed in for cancellation and replaced with a Business Licence of an Enterprise with the Status of a Legal Person.

　　Article 20　An agreement for assignment of Equity Interest and an agreement to amend the original contract for and articles of association of an Enterprise shall be effective from the date of issuing the amended foreign investment enterprise approval certificate. After such agreements become effective， the relevant rights and obligations of the investors in the Enterprise shall be as specified in the amended contract for and articles of association of the Enterprise.

　　Article 21　Except where laws and regulations provide otherwise， the transfer of unlisted shares in companies limited by shares with foreign investment shall b

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