1. What is the procedure for listing a foreign-invested enterprise?

 

1. The establishment of a foreign-invested joint-stock company or an existing foreign-invested limited liability company applying for conversion to a foreign-invested joint-stock company must comply with the requirements of the "Interim Provisions on the Establishment of Foreign-invested Joint Stock Companies" and report to the Ministry of Foreign Trade and Economic Cooperation in accordance with prescribed procedures Approval.

 

2. Existing foreign-invested joint stock companies applying for listing to issue A shares or B shares shall obtain written approval from the Ministry of Foreign Trade and Economic Cooperation and shall meet the following conditions:

 

(1) The foreign investment joint stock company applying for listing and after listing shall comply with the foreign investment industrial policy.

 

(2) The foreign-invested joint stock company applying for listing shall be an enterprise established or restructured in accordance with regulations and procedures.

 

(3) The proportion of non-listed foreign shares of a foreign-invested joint-stock company after listing should not be less than 25% of the total share capital.

 

(4) Comply with other conditions required by relevant regulations of listed companies.

 

3. B-share companies that belong to a Sino-foreign joint venture prior to listing should apply for the listing and circulation of their non-listed foreign shares. After agreeing to the opinions, submit an application plan for the listing and circulation of non-listed foreign shares to the China Securities Regulatory Commission. The application for the listing and circulation of non-listed foreign shares shall meet the following conditions:

 

After forwarding B shares, the proportion of non-listed foreign shares of foreign-invested joint-stock companies in the total share capital shall not be less than 25%;

 

(1) The non-listed foreign shares to be listed and circulated exist for more than one year;

 

(2) After the non-listed foreign shares are converted into tradable shares, their undertakings can perform the obligations and responsibilities of the original non-listed foreign share holders as stipulated in the company's articles of association;

 

(3) Meet other conditions required by relevant regulations of listed companies;

 

(4) Non-listed foreign shares held by foreign-invested companies may not be converted into tradable shares temporarily.

 

2. What materials should be submitted for the registration of foreign-invested enterprises?

 

1. Application for registration of a foreign-invested enterprise signed by the chairman and deputy chairman.

 

2. Contracts, articles of association (including attachments, Chinese and foreign texts) and approval documents and approval certificates (copy) of the approval authority.

 

3. Project proposal, feasibility study report and approval documents.

 

4. Business license issued by the competent government department of the investor's country (region).

 

5. The bank credit certificate of the investor.

 

6. The name list of the company's board of directors and the appointment (service) documents of the members of the board of directors, the chairman and deputy chairman, and the identification of the above personnel.

 

7. Registration form of the legal representative of the foreign-invested enterprise.

 

8. Certificate of use of the company's residence. For the house leased by the company's residence, a house lease agreement (the lease period should be more than 1 year) and the property certificate of the lessor are required.

 

9. Those involved in urban construction (including land occupation, water supply, power supply, gas supply, communication, etc.) and environmental protection shall submit approval documents from the relevant competent authorities.

 

10. Engaged in business projects with special regulations in economic countries, the approval documents of the relevant competent authorities should also be submitted.

 

3. What are the legal guarantees for foreign-invested enterprises?

 

China's foreign-invested enterprise legislation has been gradually established and continuously improved along with China's reforms and opening-up policies. So far, a relatively complete foreign-invested enterprise legislation system has been formed. The important laws and regulations include: the Sino-foreign joint venture law, Foreign-funded Enterprise Law, Chinese-Foreign Cooperative Operation Enterprise Law, "China-Foreign Joint Venture Law Implementation Regulations", "Regulations on Encouraging Foreign Investment", "Foreign Investment Enterprise Law Implementation Rules", "Chinese-Foreign Cooperative Operation Enterprise Law Implementation Rules", etc.

 

In addition, the competent department of the foreign-invested enterprise (Ministry of Commerce) and related departments (mainly the Ministry of Finance, the State Administration for Industry and Commerce, etc.) have also promulgated a large number of departmental regulations, such as "Sino-foreign joint venture joint venture funds "Several Regulations" and its "Supplementary Provisions", "Notice on Relevant Issues Concerning the Establishment of Chinese-foreign Joint Ventures in the Form of Joint Stock Companies", "Principles for Examination and Approval and Key Points for Review of Contracts and Articles of Association of Foreign-invested Enterprises", etc.