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

oard of directors of the enterprise， be submitted to the original Examination and Approval Authority for approval.

　　If the increased registered capital for which application is made is beyond the limit of examination and approval authority of the original Examination and Approval Authority， the original Examination and Approval Authority shall forward the application to the Examination and Approval Authority at a higher level for examination and approval.

　　An equity joint venture may not normally reduce its registered capital during its term of operation. If there are truly legitimate grounds for reducing the registered capital， the matter shall be submitted to the original Examination and Approval Authority for approval， in accordance with relevant State regulations.

　　Article 17　Modification of the scope of business of an equity joint venture may， provided that the registered capital subscribed by each joint venture party has been paid in on schedule， be submitted to the original Examination and Approval Authority for approval.

　　If the modified scope of business for which application is made is beyond the limit of examination and approval authority of the original Examination and Approval Authority， the original Examination and Approval Authority shall forward the application to the Examination and Approval Authority at a higher level for examination and approval.

　　Article 18　Any extension of the joint venture term jointly requested by all the joint venture parties shall be submitted to the original Examination and Approval Authority for examination and approval six months prior to the expiration of the joint venture term.

　　If all the joint venture parties jointly request early termination of the contract， the matter 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.

　　If certain of the joint venture parties request early termination of the contract in accordance with State regulations or as agreed in the contract， the matte

r shall be submitted to the original Examination and Approval Authority for approval.

　　After a joint venture is dissolved upon approval， liquidation shall be carried out as specified in laws and regulations.

　　Article 19　If， when a joint venture changes joint venture parties， it also needs to modify its registered capital and/or scope of business and/or term of operation， application shall first be made to change the joint venture party， and then， upon the approval of the original Examination and Approval Authority， application shall be made to modify other items.

　　Article 20　The modification of contents of the contract for and articles of association of a joint venture other than those specified in Articles 15 to 19 hereof shall be handled as specified in laws and regulations.

　　Article 21　The Examination and Approval Authority shall decide whether or not to grant approval within 30 days of receiving a written application for a modification specified in Articles 15 to 20 hereof and its annexes.

　　Section 2： Sino-foreign Co-operative Joint Ventures

　　Article 22　Amendment of the contracts for and articles of association of Sino-foreign co-operative joint ventures shall be handled in the light of the provisions of Articles 15 to 21 hereof.

　　Section 3： Wholly Foreign-owned Enterprises

　　Article 23　Amendment of the articles of association of wholly foreign-owned enterprises shall be handled in the light of the provisions of Articles 15 to 21 hereof.

　　PART FOUR　LEGAL LIABILITY

　　Article 24　If， in the course of applying to establish a foreign investment enterprise， to amend the contract for or articles of association of the enterprise or to terminate the contract early， the Chinese investor and/or the foreign investor conceals the true situation or resorts to deception， the Examination and Approval Authority may refuse to accept the application， deny approval or revoke the approval certificate. If the concealment or deception results in consequences， the matter shall be dealt with by the relevant authorities according to law.

　　Article 25　If， in the course of examination and verification or examination and approval， the Examination and Approval Authority or a relevant authority violates laws， regulations or these Regulations， it shall bear legal liability therefor.

　　Article 26　If a member of the working personnel of the Examination and Approval Authority or a relevant authority is derelict in his duties， practices graft， or solicits or accepts bribes in the course of examination and verification or examination and approval， administrative punishment shall be imposed. If such dereliction， graft or solicitation or acceptance of bribes constitutes a criminal offense， criminal liability shall be pursued according to law.

　　Article 27　If a Chinese investor and/or a foreign investor or a foreign investment enterprise is dissatisfied with a decision in respect of verification or approval made by the Examination and Approval Authority upon examination or with a specific administrative act of a relevant authority， the investor or the enterprise may apply for administrative review or initiate administrative procedure in accordance with the Administrative Review Regulations and the PRC， Administrative Procedure Law.

　　PART FIVE　SUPPLEMENTARY

　　Article 28　Chinese and foreign investors that wish to establish enterprises in Shanghai Municipality using other forms of investment shall carry out procedures for examination and approval in accordance with relevant State regulations and the relevant provisions hereof.

　　Article 29　Chinese and foreign investors shall carry out registration procedures with， and obtain a business license from， the administration for industry and commerce within 30 days of obtaining the approval certificate of the foreign investment enterprise. The date of issuance of the business license sha

ll be the date of establishment of the enterprise.

　　Foreign investment enterprises shall carry out relevant procedures with the tax authorities， Customs， exchange control authorities， etc. within 30 days from the date of issuance of the business license.

　　Article 30　The establishment of enterprises in Shanghai Municipality by companies， enterprises， other economic organizations or individuals from the regions of Hongkong， Macao and Taiwan or by Chinese citizens who have settled abroad shall be handled with reference to these Regulations.

　　Article 31　The Municipal Foreign Investment Commission shall formulate detailed implementing rules in accordance with these Regulations， which shall be implemented upon submission to and approval by the Municipal People's Government.

　　The Municipal Foreign Investment Commission shall be responsible for the interpretation of questions relating to the specific implementation of these Regulations.

　　Article 32　These Regulations shall be effective as of 1 October 1996. The Shanghai Municipality， Application for and Examination and Approval of Sino-foreign Equity Joint Ventures， Sino-foreign Co-operative Joint Ventures and Wholly Foreign-owned Enterprises Provisions adopted at the 22nd Meeting of the Standing Committee of the 8th Shanghai Municipal People's Congress on 20 June 1986 shall be repealed at the same time

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