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Notice of the Fujian Development and Reform Commission on Issuing the Measures for Administration of the Filing of Overseas Investment Projects in the China (Fujian) Pilot Free Trade Zone
2017-12-07

Notice of the Fujian Development and Reform Commission on Issuing the Measures for Administration of the Filing of Overseas Investment Projects in the China (Fujian) Pilot Free Trade Zone

Min Fa Gai Wai Jing [2015] No.119

 

Fuzhou and Xiamen Municipal Governments, and Administrative Committee of Pingtan Comprehensive Pilot Zone:

 

According to the Notice of the General Offices of the Fujian Provincial Party Committee and Provincial Government on Issuing the Preparation Tasks and Responsibility Breakdown Scheme of the China (Fujian) Pilot Free Trade Zone before Its Establishment (Min Wei Ban [2015] No.1), and for the purposes of perfecting the administration system for overseas investment projects in the China (Fujian) Pilot Free Trade Zone and regulating the administration of the filing for overseas investment projects in the Pilot Free Trade Zones, we formulated the Measures for Administration of the Filing of Overseas Investment Projects in the China (Fujian) Pilot Free Trade Zone. After approval by the Fujian provincial government, we hereby print and issue it to you. Please comply with it.

 

Fujian Development and Reform Commission

April 15th, 2015

  This document is of active openness.

Measures for Administration of the Filing of Overseas Investment Projects in the China (Fujian) Pilot Free Trade Zone

Chapter I General Provisions

Article 1 For the purposes of regulating the administration of overseas investment projects in the China (Fujian) Pilot Free Trade Zone (hereinafter referred to as FTZ) and improving the facilitation of overseas investment, these Measures are formulated in accordance with the Framework Plan for the China (Fujian) Pilot Free Trade Zone, Measures for Administration of the Examination, Approval and Filing for Overseas Investment Projects, and Measures for Administration of the Filing of Fujian Provincial Overseas Investment Projects. 

Article 2 The Administrative Committees of Fuzhou, Xiamen and Pingtan Areas of China (Fujian) Pilot Free Trade Zone (hereinafter referred to as Project Filing Authority) shall implement the filing system administration on the general overseas investment projects under their jurisdiction to be carried out by the local enterprises of which the registered address is in Fuzhou, Xiamen and Pingtan Areas of China (Fujian) Pilot Free Trade Zone.

 Article 3 The following investment projects, regardless of the size of investment, shall be submitted by the Fujian Municipal Development and Reform Commission, upon its preliminary examination and approval, to the National Development and Reform Commission for approval (if the following investment projects are invested by the enterprises incorporated in the Xiamen Area of China (Fujian) Pilot Free Trade Zone, they shall be submitted by the Xiamen Development and Reform Commission, upon its preliminary examination and approval, to the National Development and Reform Commission for approval), or submitted by the National Development and Reform Commission, upon its proposal of examination and approval opinions, to the State Council for approval.

(1) Investment projects in countries that China has not established diplomatic relationships with and are subject to international sanctions, and in countries and regions where there is war, riot, etc.; and

(2) Overseas investment projects involving basic telecommunications operations, trans-boundary water resource development and utilization, large scale land development, power mains, grids, and news media.

Chapter II Project Filing Procedures

Article 4 Qualified overseas investment project filing applicants (hereinafter referred to as “Filing Applicants”) shall complete and submit the FTZ Overseas Investment Filing Form, and meanwhile submit the following materials to the Project Filing Authority:

(1) The Filing Applicant’s business license, articles of association or partnership agreement, board resolution or relevant capital contribution resolution;

(2) Supporting documents proving the assets, operation and credit conditions of the Chinese and foreign parties;

(3) A letter of intent, framework agreement or other documents signed by the Chinese and foreign parties for the bid, M&A or equity or contractual joint venture project; and

(4) Other relevant materials that shall be submitted in accordance with relevant regulations.

Article 5 The Filing Applicant shall be responsible for the authenticity of the application materials submitted.

Article 6 If the application materials are not complete or the contents do not meet the requirements, the Project Filing Authority shall immediately inform the filing applicant to submit relevant supplementary information or materials.

Article 7 The Project Filing Authority shall issue opinions on the filing of overseas investment projects in the FTZ (hereinafter “Filing Opinions”) to the Filing Applicant within 3 working days from receipt of the application materials.

The Project Filing Authority shall not conduct record filing for an overseas investment project which is beyond the scope of filing in the FTZ, does not comply with national laws and regulations and industrial policies, or endangers state sovereignty, security and public interests, and shall make an explanation to the Filing Applicant.

Chapter Ⅲ Change of Filing

Article 8 If an overseas investment project accepted for filing is under any of the following circumstances, the Filing Applicant shall apply to the Project Filing Authority for change:

(1) Any change to the investor or equity;

(2) Any change to the investment destination, the size or the main content of the project; and

(3) The actual Chinese investment being 20% or above of the originally filed Chinese investment.

The procedures for change of filing shall be subject to the relevant provisions of Chapter II of these Measures.

Chapter Ⅳ Effect of Project Filing

Article 9 The Filing Applicant may go through relevant procedures for the overseas investment project to be filed, with the commerce, foreign exchange control, Customs, tax and other authorities based on the Filing Opinions.

Article 10 The project filing document shall be effective for two years from the date of filing.

Chapter ⅤSupervision and Management and Legal Liabilities

Article 11 The Project Filing Authority shall enhance interim and post supervision on overseas investment projects through the regulatory information sharing system and platform, etc. of the FTZ. The Project Filing Authority may supervise and inspect investors’ implementation of projects.  

If the Filing Applicant gains a filing document by cheating with fake materials, the Project Filing Authority shall revoke the filing document, include relevant information in the enterprises credit records, strictly examine its follow-up overseas investments, and inform relevant authorities of actions taken against the enterprise and its relevant personnel according to law.

Chapter Ⅵ Supplementary Provisions

Article 12 Investment projects in the Hong Kong Special Administrative Region and Macao Special Administrative Region shall apply these Measures; and investment projects in Taiwan shall apply the Notice of the National Development and Reform Commission, the Ministry of Commerce and the Taiwan Affairs Office of the State Council on Printing and Issuing Measures for Administration of Investments in Taiwan by Mainland Enterprises (Fa Gai Wai Zi [2010] No. 2661).

Article 13 These measures shall come into force as of the date of issuance.

 

Notice of the Fujian Development and Reform Commission on Issuing the Measures for Administration of the Filing of Overseas Investment Projects in the China (Fujian) Pilot Free Trade Zone

Min Fa Gai Wai Jing [2015] No.119

 

Fuzhou and Xiamen Municipal Governments, and Administrative Committee of Pingtan Comprehensive Pilot Zone:

 

According to the Notice of the General Offices of the Fujian Provincial Party Committee and Provincial Government on Issuing the Preparation Tasks and Responsibility Breakdown Scheme of the China (Fujian) Pilot Free Trade Zone before Its Establishment (Min Wei Ban [2015] No.1), and for the purposes of perfecting the administration system for overseas investment projects in the China (Fujian) Pilot Free Trade Zone and regulating the administration of the filing for overseas investment projects in the Pilot Free Trade Zones, we formulated the Measures for Administration of the Filing of Overseas Investment Projects in the China (Fujian) Pilot Free Trade Zone. After approval by the Fujian provincial government, we hereby print and issue it to you. Please comply with it.

 

Fujian Development and Reform Commission

April 15th, 2015

  This document is of active openness.

Measures for Administration of the Filing of Overseas Investment Projects in the China (Fujian) Pilot Free Trade Zone

Chapter I General Provisions

Article 1 For the purposes of regulating the administration of overseas investment projects in the China (Fujian) Pilot Free Trade Zone (hereinafter referred to as FTZ) and improving the facilitation of overseas investment, these Measures are formulated in accordance with the Framework Plan for the China (Fujian) Pilot Free Trade Zone, Measures for Administration of the Examination, Approval and Filing for Overseas Investment Projects, and Measures for Administration of the Filing of Fujian Provincial Overseas Investment Projects. 

Article 2 The Administrative Committees of Fuzhou, Xiamen and Pingtan Areas of China (Fujian) Pilot Free Trade Zone (hereinafter referred to as Project Filing Authority) shall implement the filing system administration on the general overseas investment projects under their jurisdiction to be carried out by the local enterprises of which the registered address is in Fuzhou, Xiamen and Pingtan Areas of China (Fujian) Pilot Free Trade Zone.

 Article 3 The following investment projects, regardless of the size of investment, shall be submitted by the Fujian Municipal Development and Reform Commission, upon its preliminary examination and approval, to the National Development and Reform Commission for approval (if the following investment projects are invested by the enterprises incorporated in the Xiamen Area of China (Fujian) Pilot Free Trade Zone, they shall be submitted by the Xiamen Development and Reform Commission, upon its preliminary examination and approval, to the National Development and Reform Commission for approval), or submitted by the National Development and Reform Commission, upon its proposal of examination and approval opinions, to the State Council for approval.

(1) Investment projects in countries that China has not established diplomatic relationships with and are subject to international sanctions, and in countries and regions where there is war, riot, etc.; and

(2) Overseas investment projects involving basic telecommunications operations, trans-boundary water resource development and utilization, large scale land development, power mains, grids, and news media.

Chapter II Project Filing Procedures

Article 4 Qualified overseas investment project filing applicants (hereinafter referred to as “Filing Applicants”) shall complete and submit the FTZ Overseas Investment Filing Form, and meanwhile submit the following materials to the Project Filing Authority:

(1) The Filing Applicant’s business license, articles of association or partnership agreement, board resolution or relevant capital contribution resolution;

(2) Supporting documents proving the assets, operation and credit conditions of the Chinese and foreign parties;

(3) A letter of intent, framework agreement or other documents signed by the Chinese and foreign parties for the bid, M&A or equity or contractual joint venture project; and

(4) Other relevant materials that shall be submitted in accordance with relevant regulations.

Article 5 The Filing Applicant shall be responsible for the authenticity of the application materials submitted.

Article 6 If the application materials are not complete or the contents do not meet the requirements, the Project Filing Authority shall immediately inform the filing applicant to submit relevant supplementary information or materials.

Article 7 The Project Filing Authority shall issue opinions on the filing of overseas investment projects in the FTZ (hereinafter “Filing Opinions”) to the Filing Applicant within 3 working days from receipt of the application materials.

The Project Filing Authority shall not conduct record filing for an overseas investment project which is beyond the scope of filing in the FTZ, does not comply with national laws and regulations and industrial policies, or endangers state sovereignty, security and public interests, and shall make an explanation to the Filing Applicant.

Chapter Ⅲ Change of Filing

Article 8 If an overseas investment project accepted for filing is under any of the following circumstances, the Filing Applicant shall apply to the Project Filing Authority for change:

(1) Any change to the investor or equity;

(2) Any change to the investment destination, the size or the main content of the project; and

(3) The actual Chinese investment being 20% or above of the originally filed Chinese investment.

The procedures for change of filing shall be subject to the relevant provisions of Chapter II of these Measures.

Chapter Ⅳ Effect of Project Filing

Article 9 The Filing Applicant may go through relevant procedures for the overseas investment project to be filed, with the commerce, foreign exchange control, Customs, tax and other authorities based on the Filing Opinions.

Article 10 The project filing document shall be effective for two years from the date of filing.

Chapter ⅤSupervision and Management and Legal Liabilities

Article 11 The Project Filing Authority shall enhance interim and post supervision on overseas investment projects through the regulatory information sharing system and platform, etc. of the FTZ. The Project Filing Authority may supervise and inspect investors’ implementation of projects.  

If the Filing Applicant gains a filing document by cheating with fake materials, the Project Filing Authority shall revoke the filing document, include relevant information in the enterprises credit records, strictly examine its follow-up overseas investments, and inform relevant authorities of actions taken against the enterprise and its relevant personnel according to law.

Chapter Ⅵ Supplementary Provisions

Article 12 Investment projects in the Hong Kong Special Administrative Region and Macao Special Administrative Region shall apply these Measures; and investment projects in Taiwan shall apply the Notice of the National Development and Reform Commission, the Ministry of Commerce and the Taiwan Affairs Office of the State Council on Printing and Issuing Measures for Administration of Investments in Taiwan by Mainland Enterprises (Fa Gai Wai Zi [2010] No. 2661).

Article 13 These measures shall come into force as of the date of issuance.

 

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