Measures on the Administration of Overseas Investment
Measures on the Administration of Overseas Investment
Measures on the Administration of Overseas Investment
Order of the Ministry of Commerce [2009] No. 5
March 16, 2009
Chapter I General Provisions
Article 1 These Measures are enacted in accordance with the Decision of the State Council on Setting Administrative Permission for the Administrative Examination & Approval Items Really Necessary to Be Retained with a view to promoting and regulating overseas investment.
Article 2 The term "overseas investment" as mentioned in these Measures refers to the establishment of non-financial enterprises abroad or the obtaining of ownership, control or business management right, etc. of overseas existing non-financial enterprises through newly establishment or M & A, etc. by Chinese legally established enterprises (hereinafter referred to as "enterprises")
Article 3 To develop overseas investment, enterprises shall carefully understand and comply with relevant laws, regulations and policies at home and abroad, and follow the principle of "mutual benefit and win-win result".
Article 4 The Ministry of Commerce shall take in charge of the administration and supervision of overseas investment, and the competent commerce authorities of all provinces, autonomous regions, directly administered municipalities, cities specially designated under the State plan and Xinjiang Production and Construction Corp. (hereinafter referred to as "rovincial competent commerce authorities) shall be responsible for the administration and supervision of overseas investment within their administrative regions.
Chapter II Examination & Approval
Article 5 The Ministry of Commerce and provincial competent commerce authorities shall examine and approve enterprises" overseas investment. The Ministry of Commerce shall establish the "overseas investment management system" (hereinafter referred to as the "system"). The approved enterprises shall be granted Certificate of Enterprises Overseas Investment (hereinafter referred to as the "Certificate", see Annex 1). The Certificates shall be printed and issued solely by the Ministry of Commerce under unified coding management.
Article 6 To develop overseas investment in any of the following circumstances, an enterprises shall submit application materials in accordance with Article 12 of these Measures and file with the Ministry of Commerce for examination and approval in accordance with Article 13 of these Measures.
1. Overseas investment in countries having no diplomatic relation with China;
2. Overseas investment in specific countries or regions (the specific list shall be determined by the Ministry of Commerce jointly with such authorities concerned as the Ministry of Foreign Affairs);
3. Overseas investment with investment amount up to 100 million dollars or more by Chinese party;
4. Overseas investment involving interests of many countries (regions); and
5. Establishment of a company abroad for special purpose.
Article 7 To develop overseas investment in any of the following circumstances, a local enterprises shall submit application materials in accordance with Article 12 of these Measures and file with provincial competent commerce authority for approval in accordance with Article 14 of these Measures.
1. Overseas investments with investment amount ranging from 10 million dollars or more up to 100 million dollars by Chinese party;
2. Overseas investments on energy or minerals; or
3. Overseas investments which need investment from China.
Article 8 To develop overseas investment other than that prescribed in Article 6 and Article 7 of these Measures, an enterprises must submit "Overseas Investment Application Form" (hereinafter referred to as "application form", see Annex 2) and fulfil formalities of examination & approval in accordance with Article 16 of these Measures.
Article 9 Overseas investments in any of the following circumstances shall not be approved by the Ministry of Commerce and provincial competent commerce authorities:
1. Overseas investment against Chinese sovereignty, security and social public interests or in breach of Chinese laws and regulations
2.
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