上海市外商投资企业审批条例 Shanghai Municipality, Examination and Approval of Foreign Investment Enterprises Regu

（Promulgated on 4 September 1996， and effective as of 1 October 1996.）
颁布日期：19960904 　实施日期：19961001 　颁布单位：上海市人大常委会

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Regulations are formulated in accordance with laws and regulations such as the PRC， Sino-foreign Equity Joint Ventures Law， the PRC， Sino-foreign Co-operative Joint Ventures Law and the PRC， Wholly Foreign-owned Enterprises Law etc. and in the light of the actual circumstances of Shanghai Municipality， in order to widen the scope of opening to the outside world， to broaden foreign economic and technical cooperation and to facilitate the establishment of foreign investment enterprises in Shanghai Municipality by Chinese and foreign investors.

　　Article 2　For the purposes of these Regulations， the term “foreign investment enterprises” shall mean Sino-foreign equity joint venture enterprises， Sino-foreign co-operative joint venture enterprises and wholly foreign-owned enterprises.

　　These Regulations shall apply to the establishment of foreign investment enterprises in Shanghai Municipality and to any amendment of their contracts and articles of association after establishment.

　　Article 3　Foreign investors are encouraged to establish the following foreign investment enterprises in Shanghai Municipality：

　　1. those that use advanced technology or equipment， or scientific management methods；

　　2. those that can enhance product grades and expand the international market；

　　3. those able to advance the modernization of Shanghai Municipality.

　　Applications will not be approved if establishment of the foreign investment enterprise would：

　　1. jeopardize State security or harm the public interest；

　　2. pollute the environment or be detrimental to human health； or

　　3. violate laws and regulations.

　　Article 4　The Shanghai Municipal People's Government （the “Municipal People's Government”） shall formulate and publish a Shanghai guide for the direction of foreign investment and a Shanghai catalogue for guiding foreign investment in industry in accordance with the Directing of Foreign Investment Tentative Provisions and the Foreign Investment Industrial Guidance Catalogue promulgated by the State and in the light of the actual circumstances of Shanghai Municipality.

　　Chinese and foreign investors shall choose investment projects on the basis of the guide for the direction of foreign investment and the catalogue for guiding foreign investment in industry published by Shanghai Municipality.

　　Article 5　The Shanghai Municipal Foreign Investment Commission （the “Municipal Foreign Investment Commission”） shall be in charge of the examination and approval of foreign investment enterprises in Shanghai Municipality.

　　The Municipal Foreign Investment Commission， the Pudong New Area Administrative Committee， the Waigaoqiao Bonded Zone Administrative Committee， the district and county People's Governments and other relevant department of the Municipal People's Government （collectively， the “Examination and Approval Authority”） shall be responsible for the examination and approval of foreign investment enterprises to be established in Shanghai Municipality， in accordance with the limits of authority prescribed by the State and Shanghai Municipality.

　　Projects which laws and regulations require to be examined and approved by relevant departments of the State Council shall be submitted to the higher authorities after preliminary examination by the Municipal Foreign Investment Commission in conjunction with the Shanghai Municipal Planning Commission or Shanghai Municipal Economic Commission.

　　PART TWO　ESTABLISHMENT OF FOREIGN INVESTMENT ENTERPRISES

　　Section 1： Sino-foreign Equity Joint Ventures

　　Article 6　After a Chinese investor and a foreign investor have determined an intent to establish an equity j

oint venture， they shall carry out a preliminary feasibility study for the proposed joint venture project. The Chinese investor shall draw up the written project proposal and its annexes， submit them to the Examination and Approval Authority for examination and approval and send copies to the relevant authorities.

　　The relevant authorities shall submit preliminary examination notes to the Examination and Approval Authority within 10 days of receiving the written project proposal and its annexes.

　　Article 7　The Examination and Approval Authority shall decide whether or not to grant approval within 20 days of receiving the written project proposal and its annexes and send copies of its decision made upon examination to the relevant authorities.

　　When Examination and Approval Authorities other than the Municipal Foreign Investment Commission send copies of their decision made upon examination to the relevant authorities， they shall also send a copy to the Municipal Foreign Investment Commission.

　　Article 8　If approved， the written project proposal shall form a basis for drawing up the feasibility study. In this respect， the project proposal shall be valid for one year. If it is necessary to extend the term of validity for special reasons， the Chinese investor shall submit an application to the original Examination and Approval Authority 30 days prior to the expiration of the term. If approved， the term of validity may be extended provided that the extension does not exceed half a year.

　　Article 9　Upon approval of the written project proposal， the Chinese and foreign investors shall carry out procedures for advance examination and approval of the name of the joint venture enterprise with the administration for industry and commerce.

　　Article 10　Upon approval of the written project proposal， the Chinese and foreign investors shall determine， item by item， matters such as arrangements for the funding， site， technology， equipment， raw materials， foreign exchange receipts and expenditures and infrastructure facilities for the project and analyze and appraise market sales， planned site selection， environmental protection， labour protection and economic benefits etc. On this basis， they shall jointly draw up the feasibility study， conclude a joint venture contract and articles of association， and submit the same to the Examination and Approval Authority for examination and approval.

　　Fixed assets， current assets， intangible assets and other assets to be invested at a fixed value by the Chinese or foreign investor shall be subject to asset appraisal in accordance with relevant State regulations.

　　Where laws and regulations require that relevant contents of the feasibility study， the contract and the articles of association undergo prior examination by the relevant authorities， the consent of the relevant authorities must be obtained.

　　Article 11　The Examination and Approval Authority shall decide whether or not to grant approval within 30 days of receiving the feasibility study， the contract， the articles of association and their annexes.

　　Article 12　Upon approval of the feasibility study， the contract and the articles of association， the Chinese investor shall obtain an approval certificate from the Examination and Approval Authority on the strength of the relevant documents.

　　The Examination and Approval Authority shall issue the approval certificate within three days of of receiving relevant documents.

　　Section 2： Sino-foreign Co-operative Joint Ventures

　　Article 13　The submission of documents for， and examination and approval of， Sino-foreign co-operative joint ventures to be established by Chinese and foreign investors shall be handled in the light of the provisions of Articles 6 to 12 hereof.

　　Section 3： Wholly Foreign-owned Enterprises

　　Article 14　The submission of documents for， and examination an

d approval of， wholly foreign-owned enterprises to be established by foreign investors shall be handled in the light of the provisions of Articles 6 to 12 hereof.

　　To establish a wholly foreign-owned enterprise， a foreign investor shall， in accordance with relevant State regulations， entrust matters such as the filing of applications and submission of documents for approval etc. to a consulting agency that has the appropriate qualifications.

　　PART THREE　AMENDMENT OF THE CONTRACTS FOR AND ARTICLES OF ASSOCIATION OF FOREIGN INVESTMENT ENTERPRISES

　　Section 1： Sino-foreign Equity Joint Ventures

　　Article 15　The assignment by a joint venture party of all or a portion of its capital contribution to another joint venture party shall， upon unanimous approval and adoption of a resolution at a meeting of the board of directors of the enterprise， be submitted to the original Examination and Approval Authority for approval.

　　The assignment by a joint venture party of all or a portion of its capital contribution to an investor that is not a party to the joint venture shall be subject to the written consent of the other joint venture party or parties and shall， upon unanimous approval and adoption of a resolution at a meeting of the board of directors of the enterprise， be submitted to the original Examination and Approval Authority for approval.

　　Upon approval of an application to assign a capital contribution， the joint venture parties shall promptly amend the contract for and articles of association of the enterprise and submit them to the original Examination and Approval Authority for approval.

　　Article 16　Any increase in the registered capital of an equity joint venture shall， upon unanimous approval and adoption of a resolution at a meeting of the b

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