The English version is for reference only. If there is any inconsistency or conflict between the English and Chinese version, the Chinese version shall prevail.

(Hu Fu Fa [2013] No. 71)

Circular of Shanghai Municipal People’s Government on Printing and Issuing the Measures for Administration of the Filing of Foreign Investment Projects in the China (Shanghai) Pilot Free Trade Zone

All District/County People’s Governments, and all commissions, offices and bureaus of the Municipal Government:

We hereby print and issue to you the Measures for Administration of the Filing of Foreign Investment Projects in the China (Shanghai) Pilot Free Trade Zone, and require you to implement the Measures conscientiously.

Shanghai Municipal People’s Government

29.09.2013

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

Chapter 1 General Provisions

Article 1 For the purposes of regulating the foreign investment project administration system of the China (Shanghai) Pilot Free Trade Zone (hereinafter “FTZ”), these Measures are formulated in accordance with the Framework Plan for the China (Shanghai) Pilot Free Trade Zone.

Article 2 These Measures are applicable to the foreign investment projects subject to the filing system administration in the FTZ.

Scope of project filing administration in the FTZ: Sino-Foreign equity joint ventures, Sino-Foreign contractual joint ventures, wholly foreign-owned, foreign-invested partnerships, M&A of domestic enterprise by foreign investors, capital increase of foreign-invested enterprises and all other foreign investment projects other than those set out in the Special Administrative Measures for the Access of Foreign Investment in the FTZ (Negative List) (unless otherwise specified by the State Council to reserve and approve with respect to domestic investment projects).

Where there are otherwise provisions in the laws and regulations, such provisions shall apply.

Article 3 Security review shall be carried out in accordance with relevant regulations on the foreign investment project that is in the scope of national security review.

Article 4 The management committee of the FTZ is the foreign investment project filing agency of the FTZ (hereinafter “Project Filing Agency”) which is responsible for filing, supervising and managing foreign investment projects in the FTZ.

Chapter 2 Project Filing Procedures

Article 5 The foreign investment project applicant in the scope of project filing administration of the FTZ (hereinafter “Filing Applicant”) shall complete and submit relevant information in the FTZ Foreign Investment Filing Form, and meanwhile submit the following materials to the Project Filing Agency:

Enterprise registration certificate (business license) and business registration certificate (for individual investor, personal identification) of the Chinese and foreign parties;
Letter of intent for investment signed by all investors, company board resolution for the capital increase or M&A project, or relevant capital contribution resolution;
Real estate title certificate, or land bid-winning notice (or land transaction confirmation, or state-owned construction land use right transfer contract), or lease agreement; and
Other relevant materials that shall be submitted in accordance with relevant regulations.
The Filing Applicant shall be responsible for the authenticity of the application materials submitted.
If the Filing Applicant applies for project filing and enterprise incorporation (change) at the same time, the mechanism of “one form application and one-off acceptance” of the FTZ shall apply.

Article 6 The Project Filing Agency shall issue opinions on filings of foreign investment projects in the FTZ (hereinafter “Project Filing Opinions”) to the Filing Applicant within 10 working days from receipt of the application materials.

The Project Filing Agency shall conduct record filing for foreign investment projects which does not violate laws and regulations, complies with the national industrial policies, and is in the scope of foreign investment project filing administration in the FTZ. If the Project Filing Agency refuses to conduct filing, it shall make an explanation in the Project Filing Opinions.

Article 7 For the foreign investment project accepted for filing, the Filing Applicant may go through the planning, land use, environmental impact assessment, construction and other examination and approval procedures based on the Project Filing Opinions; in case of application for government subsidy, on lending, interest  subsidy or any other preferential policy, it may submit a fund application report to the relevant authority based on the Project Filing Opinions; and in case of application for imported equipment tax reduction or exemption or any other preferential policy, it may apply to the municipal development and reform commission for relevant procedures based on the Project Filing Opinions.

Article 8 At the issuance of the Project Filing Opinions, the Project Filing Agency shall send a duplicate of the general project filing information, filing documents, etc. to relevant authorities.

Chapter 3 Change of Filing

Article 9 If the foreign investment project accepted for filing is under any of the following circumstances, it shall be deemed as a material change, and the Filing Applicant shall apply to the Project Filing Agency for change:

Any change to the investor or equity;
Any change to the project location;
Any change to the main content of the project;
The actual investment being 20% or above of the originally filed investment; and
Other changes required by relevant laws and regulations and industrial policies.
The procedures for change of filing shall apply the relevant provisions of Chapter 2 of these Measures.

Article 10 In case of any change of the foreign investment project accepted for filing, if the project is no longer in the scope of foreign investment project filing administration in the FTZ after such change, the Filing Applicant shall apply to the competent approval authority for approval procedures in accordance with relevant regulations on the approval of foreign investment projects, and the original project filing document shall automatically become null and void as of the date of issuance of the approval document.

In case of any change to an approved foreign investment project, if the project is in the scope of foreign investment project filing administration in the FTZ after such change, the Filing Applicant shall apply to the Project Filing Agency for filing procedures in accordance with these Measures, and the original project approval document shall automatically become null and void as of the date of issuance of the filing document.

Article 11 If the implementation of the project accepted for filing stops, the Filing Applicant shall promptly notify the Project Filing Agency in writing.

If the project accepted for filing is to be moved out of the FTZ, the Filing Applicant shall go through relevant procedures in accordance with the administrative regulations on foreign investment projects outside of the FTZ and promptly notify the Project Filing Agency in writing.

Chapter 4 Supervision and Management and Legal Liabilities

Article 12 The Project Filing Agency shall enhance the interim and post supervision on filed foreign investment projects in the FTZ and shall examine the implementation of such projects through the regulatory information sharing system and platform, enterprise annual report system, etc. of the FTZ.

Article 13 Any staff member of the Project Filing Agency who abuses his power, neglects his duties, engages in malpractice for personal gains, or solicits or accepts bribes during the project filing shall be given administrative sanction, and if his act constitutes a crime, he shall be investigated for criminal responsibility according to law.

Article 14 For the foreign investment project under any of the following circumstances, the Project Filing Agency shall legally order the Filing Agency to suspend investment and construction and if necessary go through relevant procedures, take actions against the enterprise and its relevant personnel according to law, and include relevant information in the enterprise’s credit records:

Splitting the project;
Providing fake materials;
Commencing the construction without approval of application for filing; and
Failing to make investment and construction according to the contents filed.

Chapter 5 Supplementary Provisions

Article 15 The project filing documents shall be effective for two years from the date of filing.

Article 16 Projects invested in the FTZ by investors from the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan shall be implemented with reference to these Measures.

Article 17 These Measures shall become effective as of October 1, 2013.

Provided by Lawyers Working Committee of Pudong New Area