DALIAN CHINA DALIAN CHINA
Application Documents for Foreign Capital Enterprise
2010-03-31
1. Application for establishing a foreign-capital enterprise (1 original, signed and sealed by the investor).
 
2. Feasibility study report (1 original, signed and sealed by the investor).

3. Articles of association of the foreign capital enterprise (4 originals, signed by the investor, affixed with the official seal).
 
4. Legal representative of the foreign capital enterprise, or roster of directors if applicable (1 original).
 
5. Registration certificate or identity certificate (1 original) of the overseas investor, notarized by the national organization within the country of the investor and accredited by the Chinese embassy or consulate in that country. The investors in Hong Kong, Macao or Taiwan shall present the registration or identity certificate (1 original) notarized by the local authority organization as well as the investor's certification of credit standing (1 original) according to law.
 
6. Name approval (1 copy) issued by the administration department for industry & commerce.
 
7. Advice of Codes pre-assigned to nationwide organizations (the leaf specific to arranging the permit) issued by the quality & technology supervision authority.
 
8. Counterfoil of permit for foreign-invested enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao (1 completed copy).
 
9. Environmental permit (1 original and 1 copy) issued by the environment protection authority, applicable if the project may bring adverse effect to the environment.
 
10. Power of attorney for serving legal documents (1 original), signed between the Chinese recipient of legal documents and the investor from abroad or from Hong Kong, Macao and Taiwan.
 
The documents described paragraphs 1 and 3 must be prepared in Chinese; the documents described in the paragraphs 2, 4 and 5 may be prepared in a foreign language with a Chinese version attached thereto (which can be translated by the investor, in which case the investor shall affix a seal and sign, or a result of translation by a professional translation company, in which case the translation company shall submit a certification). In case two or more foreign investors jointly apply for establishing a foreign capital enterprise, the counterpart of the signed contract shall be presented to the approving authority for the official record.

Chinese Foreign Equity Joint Venture
 
1. Application for establishing an equity joint venture (1 original, signed and sealed by the parties to the equity joint venture).
 
2. Feasibility study report prepared by the parties to the equity joint venture (1 original, signed and sealed by the parties to the equity joint venture).
 
3. Joint venture contract and articles of association signed by authorized representatives of the parties to the equity joint venture (4 originals, signed by the legal/authorized representatives of the parties to the equity joint venture, with an official seal affixed to each original).

4. Business license, or registration certificate or identity certificate of the parties to the equity joint venture (1 copy of the legal person business license of the Chinese enterprise, with an official seal; 1 original of the registration certificate or identity certificate of the foreign investor, as notarized by the authority of the country of the investor, and accredited by the Chinese embassy/consulate in the country; investors from Hong Kong, Macao and Taiwan shall present 1 original of the registration certificate or identity certificate notarized by the local authorized organization according to law).
 
5. Roster of the board chairman, vice chairman of the board, and directors (1 original) designated by the parties to the equity joint venture.
 
6. Name approval (1 copy) issued by the administration department for industry & commerce.
 
7. Codes pre-assigned to nationwide organizations (the leaf specific to arranging for the permit) issued by the quality & technology supervision authority.
 
8. Counterfoil of permit for foreign invested enterprise, applicable to overseas investors from Taiwan, Hong Kong and Macao (1 copy).
 
9. Environmental permit (1 original and 1 copy) issued by the environment protection authority, applicable if the project may adversely affect the environment.
 
10. Power of attorney for serving legal documents (1 original) signed between the Chinese recipient of legal documents and the investor from abroad or from Hong Kong, Macao and Taiwan.
 
A Chinese version of the documents described above shall be required except for those listed in paragraph 4, which are to be furnished by the foreign joint ventures. The Chinese version may be either translated by the foreign investor, in which case the investor shall affix a seal and signature; or a result of translation by a professional translation company, in which case the certification document from the translation company shall be submitted. A foreign language version of the documents described in paragraphs 2, 3 and 5 as agreed by the parties to the equity joint venture may also be included.
Chinese-Foreign Contractual Joint Venture
 
1. Project proposal for establishing a contractual joint venture (1 original, signed and sealed by the parties to the contractual joint venture).
 
2. Feasibility study report prepared by the parties to the contractual joint venture (3 originals, signed and sealed by the parties to the contractual joint venture).
 
3. Contract and articles of association of the contractual joint venture (4 originals of each, signed by legal/authorized representatives of the parties to the contractual joint venture, with an official seal of each party being affixed to them).
 
4. Business license, or registration certificate or identity certificate of the parties to the contractual joint venture (1 copy of the legal representative’s business license of the Chinese enterprise, with an official seal, in addition to verification of the original; 1 original of the registration certificate or identity certificate of the foreign investor, as notarized by the authority of the country of the investor and accredited by the Chinese embassy/consulate in the country. Investors from Hong Kong, Macao and Taiwan shall also present 1 original of the registration certificate or identity certificate notarized by the local authority according to law. In addition, the certification of credit standing and the effective credentials of the legal representative shall also be submitted (1 original of each).
 
5. Roster of the board chairman, vice chairman of the board, directors of the contractual joint venture agreed by the parties to the contractual joint venture; or roster of the chairman, vice chairman and members of the joint management committee (1 original).
 
6. Name approval (1 copy) issued by the administration department for industry & commerce.
 
7. Codes pre-assigned to nationwide organizations (the leaf specific to arranging for the permit) issued by the quality & technology supervision authority.
 
8. Counterfoil of permit for foreign-invested enterprise, applicable to investors from Taiwan, Hong Kong and Macao (1 completed copy).
 
9. Environmental permit (1 original and 1 copy) issued by the environment protection authority if the project may adversely affect the environment.
 
10. Power of attorney for serving legal documents (1 original) signed between the Chinese recipient of legal documents and the investor from abroad or from Hong Kong, Macao and Taiwan.
 
A Chinese version of the documents described above must be presented, except for those listed in paragraph 4, which are to be furnished by the foreign contractual party. The Chinese version may be either translated by the investor, in which case the investor shall affix a seal and signature, or a translation by a professional translation company, in which case a certification document from the translation company shall be submitted. A foreign language version of the documents described in paragraphs 2, 3 and 5 agreed upon by the parties to the contractual joint venture may also be submitted.
 
Notice on Equity Acquisition
 
1. For equity acquisition, the following documents shall be presented:
 
1) Application for modifying the acquired Chinese company to a foreign capital enterprise (1 original, with the signature of the legal representative of the acquired Chinese company, as well as the official seal).
 
2) Resolution of the shareholders general meeting where the shareholders of the acquired Chinese limited liability company, or the acquired Chinese joint stock limited company, unanimously consent to the equity acquisition by the foreign investor (1 original).
 
3) Contract and articles of association of the foreign invested enterprise signed by the investing parties after equity acquisition (4 originals of each; the foreign capital enterprise submits only the articles of association, and the Chinese foreign equity joint venture submits 1 original of the joint contribution agreement of the investors).
 
4) Agreement that the foreign investor shall purchase shareholder equity of the Chinese company, or subscribes for the increased capital of the Chinese company (1 original).
 
5) Financial audit report for the last fiscal year of the acquired Chinese company (1 copy).
 
6) Notarized or legally certified identity certificate, business startup certificate, or investor certification of credit standing (1 original of each).
 
7) Corporate information on the enterprise invested by the acquired Chinese company (1 original), business license of the acquired Chinese company and its invested enterprise counterpart (1 Xerox of each).
 
8) Operational plan for staff placement or termination of the acquired Chinese company (1 original, signed by the legal representative or authorized representative of the investors of the foreign invested enterprise established after acquisition, with an official seal of each party).
 
9) In case an agreement is otherwise reached between the foreign investor, the acquired Chinese company, creditor and other acting parties, about disposing of the creditor's rights and liabilities of the acquired Chinese company, this agreement shall be submitted (1 original).
 
10) Clarification by the foreign investor on whether the acquisition causes over-centralization within the Chinese market, impedes normal competition in China, or impairs the interests of Chinese consumers (1 original) The clarification shall be prepared in accordance with Chapter 5 of Regulations on Foreign Investors Acquiring Chinese Enterprises.
 
11) Assets evaluation report on the acquired Chinese company made by an asset evaluation organization established in China according to law (1 original).
 
12) Roster of shareholders of the foreign investor and the acquired Chinese company (1 original of each), business startup certificate or identity certificate of the shareholders (1 copy).
 
13) Clarification on whether any associated relationship exists between the acquired party and the acquiring parties, including clarification on the de facto controllers of the acquiring parties, acquisition purpose, and whether the evaluation result conforms to the fair value of the market (1 original).
 
14) In case the acquired Chinese company involves transfer of state owned property rights, the approval document for this acquisition issued by the state owned asset management authority or other authorized department shall be submitted.
 
15) Power of attorney for serving legal documents (1 original) signed between the Chinese recipient of legal documents and the investor from abroad or from Hong Kong, Macao and Taiwan.
 
16) Approval and registration document of the acquired Chinese company issued by the administration department for industry & commerce (1 original).
 
17) Counterfoil of permit for foreign invested enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao (1 completed copy).
 
18) Organization Code Certificate of the acquired Chinese company (1 copy).
 
2. For assets acquisition, the following documents shall be presented:
 
1) Application for establishing a foreign invested enterprise signed by the investors (1 original).
 
2) Resolution that the property rights holder or authority of the acquired Chinese company consents to selling the assets (1 original).
 
3) Contract and articles of association of the planned foreign invested enterprise signed by the investing parties (4 originals of each; the foreign capital-enterprise shall submit only the articles of association, and the Chinese-foreign equity joint venture shall submit only 1 original of the joint contribution agreement of the investors).
 
4) Asset acquisition agreement signed between the planned foreign-invested enterprise and the acquired Chinese company, or asset acquisition agreement signed between the foreign investor and the acquired Chinese company (1 original).
 
5) Articles of association and business license of the acquired Chinese company counterpart (1 copy of each).
 
6) Notification made by the acquired Chinese company, announcement of the creditors, and clarification on whether the creditors declared any claim disputes (1 original of each).
 
7) Notarized or legally certified identity certificate, or business start certificate, or certification of credit standing of the investors (1 original of each).

8) Operational plan of retaining or discharging the staff of the acquired Chinese company (1 original, signed by the legal representative or authorized representative of the investors of the foreign-invested enterprise established after acquisition, with an official seal of each party).

9) If an agreement is otherwise reached between the foreign investor, the acquired Chinese company, creditor and other acting parties, concerning disposing of the creditor's rights and liabilities of the acquired Chinese company, such agreement shall be submitted (1 original).

10) Clarification by the foreign investor on whether the acquisition causes over-centralization of the Chinese market, impedes normal competition in China, or impairs the interests of Chinese consumers (1 original). The clarification shall be prepared in accordance with Chapter 5 of Regulations on Foreign Investors Acquiring Chinese Enterprises.

11) Assets Evaluation Report on the acquired Chinese company made by an asset evaluation organization established in China according to law (1 original).

12) Roster of shareholders of the foreign investor and the acquired Chinese company (1 original of each), business startup certificate or identity certificate of the shareholders (1 copy).

13) Clarification on whether any associated relationship exists between the acquired party and the acquiring parties, including clarification on the de facto controllers of the acquiring parties, acquisition purpose, and whether the evaluation result conforms to the fair value of the market (1 original).

14) In the event that the acquired Chinese company involves transfer of state-owned property rights, the approval document for this acquisition issued by the state-owned asset management authority or other authorized department shall be submitted.

15) Power of Attorney for Serving Legal Documents (1 original) signed between the Chinese recipient of legal documents and the investor from abroad or from Hong Kong, Macao and Taiwan.

16) Approval and registration document of the acquired Chinese company issued by the administration department for industry & commerce (1 original).

17) Counterfoil of permit for foreign-invested enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao (1 completed copy).

18) Codes pre-assigned to nationwide organizations (the 1st leaf of the original).

3. In the event that a Chinese company is acquired through payment of equity, the following documents shall be presented:

1) Application for modifying the acquired Chinese company to a foreign capital enterprise (1 original, with signature of legal representative of the acquired Chinese company as well as the official seal).

2) Resolution of the shareholders general meeting where the shareholders of the acquired Chinese limited liability company or the acquired Chinese joint stock limited company unanimously consent to the equity acquisition by the foreign investors (1 original).

3) Contract and articles of association of the foreign-invested enterprise signed by the investing parties after equity acquisition (4 originals of each; the foreign-capital enterprise shall submit only the articles of association, and the Chinese-foreign equity joint venture shall submit only 1 original of the joint contribution agreement of the investors).

4) Agreement that the foreign investor purchases the shareholders' equity of the Chinese company or subscribes for the increased capital of the Chinese company (1 original).

5) Financial audit report for the last fiscal year of the acquired Chinese company (1 copy).

6) Notarized or legally certified identity certificate, business open certificate, or certification of credit standing of the investors (1 original of each).

7) Corporate information on the enterprise invested by the acquired Chinese company (1 original), business license of the acquired Chinese company and its invested enterprise counterpart (1 Xerox of each).

8) Operational plan of retaining and discharging staff of the acquired Chinese company (1 original, signed by the legal representative or authorized representative of the investors of the foreign-invested enterprise established after acquisition, with an official seal of each party).

9) In the event an agreement is otherwise reached between the foreign investor, the acquired Chinese company, creditor and other acting parties, about disposing of the creditor's rights and liabilities of the acquired Chinese company, this agreement shall also be submitted (1 original).

10) Clarification on whether the acquisition by the foreign investor causes over-centralization of the Chinese market, impedes normal competition in China, or impairs the interests of the Chinese consumers (1 original). The clarification shall be prepared in accordance with Chapter 5 of Regulations on Foreign Investors Acquiring Chinese Enterprises.

11) Assets evaluation report on the acquired Chinese company made by an asset evaluation organization established in China according to law (1 original).

12) Roster of shareholders of the Chinese company, clarification on shareholding of the overseas company, roster of the shareholders with over 5% equity of the overseas company (1 original of each), business startup certificate of the shareholder, or identity certificate (1 copy).

13) Clarification on whether any associated relationship exists between the acquired party and the acquiring parties, including clarification on the de facto controllers of the acquiring parties, acquisition purpose, and whether the evaluation result conforms to the fair value of the market (1 original).

14) Clarification on shareholder change and significant asset change of the acquired Chinese company in the last year (1 original).

15) Acquisition consultant report (1 original).

16) Articles of association of the overseas company (1 copy) and clarification on guarantee for third parties (1 original).

17) Audited financial reports for the last fiscal year and stock trade reports for the six months of the overseas company (1 original of each).

18) Enterprise approval document and certificate for the company started for special purposes, registration form of overseas invested foreign exchange of the special purpose company, articles of association, identity certificate or business startup certificate of the final controller, business plan for getting listed in overseas markets, evaluation report on the stock issuance price of the special purpose company being listed overseas prepared by the acquisition consultant (1 original of each, the foregoing documents shall be furnished in the event that the special purpose company incorporated overseas serves as an acquisition principal).

19) In the event that the acquired Chinese company involves transfer of state-owned property rights, an approval document for this acquisition issued by the state-owned asset management authority or other authorized department shall be submitted.

20) Power of attorney for serving legal documents (1 original) signed between the Chinese recipient of the legal documents and the investor from abroad or from Hong Kong, Macao and Taiwan.

21) Approval and registration document of the acquired Chinese company issued by the administration department for industry & commerce (1 original).

22) Counterfoil of permit for foreign invested enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao (1 completed copy).

23) Organization Code Certificate of the acquired Chinese company (1 copy).