Shang Zi Han [2011] No.72

Commercial departments of provinces, autonomous regions, municipalities directly under the Center Government, cities specifically designated in the state plan and Xinjiang Production & Construction Corps,

In 2010, the Decision concerning Items (V) with respect to Which Administrative Examination and Approval Are Cancelled or Adjusted (Guo Fa [2010] No.21) and the Some Opinions on Better Utilization of Foreign Investment (Guo Fa [2010] No.9) promulgated by the State Council, delegated some authorities of examination, approval and administration of foreign investment to commercial departments at the provincial level and cancelled some items originally subject to foreign investment examination and approval. For the purpose of doing good works concerned, this Circular is hereby promulgated:

I. On administration of the items with respect to which administrative examination and approval are cancelled

1. With respect to establishment of a branch in China not subject to any requirement of special provisions and any schedule of equipment imported to be contributed as investment, commercial departments will not make any examination and approval anymore and foreign-invested companies may directly undergo formalities with the relevant department.

2. With respect to change of legal address (exclusive of that under different jurisdictions of examination and approval agencies), name, or names of investors, of a foreign-invested company, the company shall, within 30 days after undergoing formalities for change of industrial and commercial registration, file with the competent commercial department on the strength of its application, the decision of its agency of power, the instrument on the amendment of contract or articles of association, evidencing documents concerning the items changed, the original approval certificate for a foreign-invested company and the copy of the business license after change. The competent commercial department shall re-issue an approval certificate for a foreign-invested company for the company upon receiving all of such materials.

II. On administration of foreign-invested joint-stock companies (listed companies)

The approval certificate of a foreign-invested joint-stock company that is listed in China shall state the company’s foreign investors and their shares. If any of such investor reduces its shares, which cumulatively exceeds five percent of the total shares, the company shall file with the competent commercial department for change of its approval certificate.

III. On Administration of foreign merger and acquisition

Any foreign M&A with the transaction amounts fewer than the limit shall be subject to the examination and approval by commercial departments, except for those subject to the examination and approval by the Ministry of Commerce as specified in the Provisions on Merge and Acquisition of Domestic Enterprises by Foreign Investors (No.6 MOFCOM Decree, 2009), which shall be handled by the Ministry of Commerce, regardless of transaction amount.

IV. On handling of confirmations of a foreign-invested project encouraged by the state

Pursuant to the principles for adjustment of the authorities of examination and approval of foreign-invested companies, the confirmation of a foreign-invested project encouraged by the state with the total investment fewer than USD300 million shall be handled by the commercial departments at the provincial level according to the relevant laws and regulations.

The confirmation shall be issued in accordance with the Circular of the Ministry of Commerce on Issues concerning Handling of the Confirmation of a Domestic-invested or Foreign-invested Project Encouraged by the State for Foreign-invested Companies (Shang Zi Fa [2006] No. 201) and other laws and regulations concerned. The Ministry of Commerce will enhance its efforts on supervision