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Equity investors, foreign-invested enterprises to change certain provisions
Time: 2010-07-15 Click: 18681

The first to promote the healthy development of enterprises with foreign investment, protect the legitimate rights and interests of all investors, maintain social and economic order, according to "The People’s Republic of China Company Law," "The People’s Republic of China Sino-Foreign Joint Venture Law," "The People’s Republic of China Sino-foreign cooperation Enterprises "," The People’s Republic of China Foreign Law "and other relevant laws and regulations, the enactment of this provision. 

Article The term equity investors, foreign invested enterprises to change, is in accordance with Chinese law in China-foreign joint venture established by Chinese and foreign cooperative enterprises, foreign-funded enterprises (hereinafter referred to as enterprises) of the investors or in the enterprise of funding (including the cooperation conditions) share (hereinafter referred to as equity) to change. Including but not limited to the following major reasons for change of equity investors in the enterprise with foreign investment: 
(A) transfer of ownership agreement between the investors in the enterprise; 
(B) Corporate investors from other investors agreed to its affiliates or other transferee of equity; 
(C) of the corporate investor agreement to adjust a change of registered capital to investors to equity; 
(D) Business investors from other investors agreed to pledge their shares to creditors, pledgee or beneficiary in accordance with the law and the contract to obtain the equity investor; 
(E) corporate investors bankrupt, dissolved, revoked, suspended or death, his heirs, creditors or other beneficiaries get the investors stake in accordance with the law; 
(Vi) merger or division of corporate investors, the merger or division of inheritance by law of succession after the original investors in equity; 
(7) Corporate investors do not perform enterprise contract and articles of association of the contribution obligation by the original examination and approval authority, replace or change the equity investors. 

Article equity investor in the enterprise change should abide by Chinese laws and regulations and in accordance with the provisions of examination and approval authority for approval and registration authorities to change the registration. Shares without the approval authority for approval of changes invalid. 

Option to change fourth corporate investors must comply with Chinese laws, regulations, eligibility requirements for investors and industrial policies. 
In accordance with "Guidance Catalogue for Foreign Investment Industries", does not allow foreign equity in the industry, not result in equity held by foreign investors full ownership of enterprises; due to the use of options to change into a foreign company must also comply with "The People’s Republic of China Foreign Law Rules "(hereinafter referred to as" foreign rule ") established under the conditions of foreign-funded enterprises. 
Be accounted for by the state-owned asset holding or leading position in the industry, shares do not result in foreign investors or state-owned enterprises accounted for controlling or dominant position. 

Article unless the foreign investor to transfer its entire stake in the Chinese investors, corporate investors, foreign investors do not result in equity investment proportion less than 25% of registered capital. 

Article by companies other investors agreed to pay investors funded basis, "PRC Security Law" (hereinafter referred to as "Guarantee Law"), the relevant provisions of the contract by signing a pledge by the examination and approval authority to have been paid some form of equity investment pledge to the pledgee. Investors can not be pledged to pay the contribution is not part of the company. Investors may not pledge their shares to the company. 
During the pledge, pledge investors the same status as a corporate investor, investors and businesses without the quality of other investors agree, the pledgee may not transfer the pledged shares; without the pledgee agreement, the quality of investor shall not have the quality of the equity transfer or re-pledge. 
The quality of investor and pledgee’s rights, obligations and pledge the contract, applicable laws, regulations and relevant provisions of the regulations. 

Article equity investor in the enterprise to change the approval authority for the approval of the approving authority to establish the enterprise, if the joint ventures, cooperative enterprises to change the Chinese equity investors by entry into a foreign-funded enterprises and the enterprises engaged in "foreign rule", Article by the limits set up foreign trade, the Chinese investor of the shares of the company changes must be approved by the Ministry of Foreign Trade and Economic Cooperation, "hereinafter referred to as MOFTEC" approval. 
Enterprises, to increase the registered capital of Er Shi Fa Sheng equity investors changes over time and lead to total investment has exceeded the original approving authorities approval authority of, the equity investors in the enterprise Biangeng should follow the relevant regulations, be reported approval of higher authority and approving authority for approval. 
Equity investors in the enterprise registration authority to change the original registration authority, change of equity approved by the MOFTEC, the State Administration for Industry or the original registration organ for modifying the registration. 

Article VIII of the Chinese state-owned assets, investors in equity investment in change, must be approved by the state-owned assets evaluation agencies need to change the value of the share options of assessment and recognition by the state-owned assets management department. Confirmed the findings should change the options as the basis for pricing. 

Since the provisions of Article IX Article (1), (b) the reasons for alteration of equities, the approving authority company shall submit the following documents: 
(A) Application for alteration of equities; 
(B) the business of the original contract and articles of association and modification agreement; 
(C) the approval certificate and business license; 
(D) Enterprise Board resolution on change of equity investors; 
(E) equity investors in the enterprise after the change of the Board of Directors; 
(F) the transferor and the transferee and signed by the other investors or otherwise in writing signed by authorized share transfer agreement; 
(Vii) approval of the other documents required by the authorities. 

Article equity transfer agreement shall include the following main elements: 
(A) the transferor and the transferee’s name, domicile, legal representative’s name, title, nationality; 
(B) the transfer of ownership of shares and prices; 
(C) the transfer of ownership duration and manner of delivery; 
(D) of the transferee under the enterprise contract and articles of association rights and obligations; 
(V) breach of contract; 
(Vi) applicable law and dispute settlement; 
(7) and termination of the agreement; 
(Viii) entered into an agreement of the time and place. 
Article As the provisions of article II (c) the reasons for alteration of equities, should be consistent with the MOFTEC and the State Administration for Industry and the relevant special provisions, the enterprise shall submit (a), (b), (c ), (d), (e) provides that the documents should be submitted to the approving authority to change corporate equity investors signed the agreement. 

Article XII and the pledgee corporate investors after the signing of the Share Pledge Agreement, shall submit the following documents to approve the establishment of the enterprise’s approval authority for review: 
(A) of the corporate board of directors and other investors agreed to pledge its equity investors to pledge the resolution; 
(B) the quality of investor and pledgee pledge signed contract; 
(C) the Certificates of investment quality; 
(D) by the Chinese registered accountants and their firms where the capital verification report. 
Examination and approval authority shall receive all the documents as stipulated, within 30 days from the date of decision of approval or disapproval. 
Enterprises should be the approving authority agrees in equities, 30 days after the approval, pending the approval authority for filing original registration documents. 
Failure to apply for approval and filing provisions of this section pledge invalid. 

In accordance with Article XIII "Guarantee Law" stipulates that the quality of their stock as pledgee or other beneficiary of all enterprises should be the approving authority shall submit, except (a), (b), (c), (5 ) of the required documents, should also be submitted to the pledgee or other beneficiaries of the original investors in equity and effective documents. Approving authority under the provisions of the above-mentioned documents and the documents referred to in Article XII and the relevant laws and regulations review. 

Since the provisions of Article XIV Article (5), (vi) reason to change the equity, the enterprise shall submit (a), (b), (c), (e) provided documents, but also examination and approval departments shall be of the original investors equity stake and effective documents. 
As the provisions of Article (5), (f) of this article led to change corporate investors, other investors if the company does not agree to continue operation, may apply to the examination and approval authority for termination of these contracts and articles of association. These contracts and articles of association after the termination, stock access to the right to participate in the liquidation committee and the allocation of surplus assets after liquidation of the enterprise; if the option were people do not agree to continue operating, the enterprise of other investors agreed to in accordance with the provisions of its stock transfer other investors to the company or a third party. 

Since the provisions of Article XV Article (7) of the reason investors need to be replaced or change options, and observing investor the right to unilaterally change to the examination and approval authority for. Observing investor shall submit (a), (b), (c), (e) the documents provided, to the approving authority should also submit the following documents: 
(A) by the Chinese registered accountants and their firms where the capital verification report; 
(B) the observant party urging the breaching party to pay or the full payment documents. 
If new investors shares, should be submitted to the approving authority of the legitimate business of new investors and credit certificate. The breaching party has in accordance with the business of the original contract and articles of association to pay part of the investment, should be submitted to the approving authority company on the defaulting party funding to clean up some of the relevant documents. 

Article XVI of the Chinese state-owned assets, investors in equity investments change, the enterprise must submit the following documents to the approving authority: 
(A) competent authorities of the Chinese investors, corporate investors, the alteration of the equities of the advice; 
(B) of the state-owned assets evaluation agencies need to change the asset appraisal report issued shares; 
(C) state-owned assets management department of the asset appraisal report issued by the confirmation. 

Article XVII provided the approving authority shall receive all the documents submitted within 30 days from the date of decision of approval or disapproval. 
Approved by the approving authority company shall change of equity investors in the enterprise within 30 days from the date of the approval authority for foreign investment enterprise approval certificate change procedures. 
Chinese investors full ownership of enterprises, from the examination and approval authority for approval equity investors in the enterprise within 30 days from the date of change required to examination and approval authority for cancellation of foreign investment enterprise approval certificate. Examination and approval authority shall revoke the certificate of approval of foreign invested enterprises within 15 days, the original registration authority issued to the enterprise with foreign investment enterprise approval certificate revocation notice. 

Article XVIII shall change or cancellation of business enterprises with foreign investment approval within 30 days from the date of the certificate, according to "The People’s Republic of China Administration of Registration of Enterprise Legal Person" and "The People’s Republic of China Company Registration" and other relevant provisions of the changes to the registration authority for registration, not in accordance with the provisions of changes to the registration authority for registration, the registration authority will be punished according to relevant regulations. 

Article XIX enterprise application options to change the registration, the registration authority shall submit the relevant documents submitted to the approving authority, examination and approval authority and registration authority file other documents requested. 
As the provisions of Article (7) of the reasons for change need to replace the equity investors or registration, in addition to the registration authority should be submitted to the provisions of Article XV of the paper, the new board members should also submit for appointment documents and identification and The new board of directors. 
Changes due to corporate investors, equity investors Er Shi Chinese enterprises all the equity in the application for change of registration, the enterprise should be changed to establish the type of enterprise registration requirements of the relevant documents to the registration authority. After approval by the registration, cancellation of "The People’s Republic of China business license," renewal "business license." 

Diershitiao share transfer agreement and amend the original contract business, articles of association agreements with foreign-invested enterprises since the issuance of certificate of approval to change the date. Agreement enters into force, corporate investors in accordance with the revised enterprise contract and articles of association have the rights and assume the obligations. 

Article 1 In addition to laws and regulations otherwise specified, the Foreign Investment Corporation’s purchase of unlisted shares, with reference to these provisions. 

Article 2 of Hong Kong, Macao and Taiwan companies, enterprises and other economic organizations or individuals in other parts of China equity investment held by corporate investors to change, with reference to these regulations. 

Article 3 These Regulations shall come into force the day of release. 
  
Above is only for reference, please check the relevant departments use the official text released

 
 
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