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. 72)

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

Chapter 1 General Provisions

Article 1 For the purposes of further reforming overseas investment administration and effectively improving overseas investment facilitation, these Measures are formulated in accordance with the Framework Plan for the China (Shanghai) Pilot Free Trade Zone.

Article 2 China (Shanghai) Pilot Free Trade Zone Management Committee (hereinafter “Project Filing Agency”) shall implement the filing system administration on the general overseas investment projects under the jurisdiction of Shanghai to be carried out by the local enterprises of which the registered address is in the China (Shanghai) Pilot Free Trade Zone (hereinafter “FTZ”).

Article 3 Investment projects in countries that China has not established diplomatic relationships with and are subject to international sanctions, countries and regions where there is war, riot, etc., or other sensitive countries and regions identified by the National Development and Reform Commission, and overseas investment projects involving basic telecommunications operations, trans-boundary water resource development and utilization, large scale land development, power mains, grids, and news media, or other sensitive sectors identified by the National Development and Reform Commission, regardless of the size of investment, shall be submitted by the Shanghai Municipal 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.

Chapter 2 Project Filing Procedures

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

The Filing Applicant’s business license, articles of association or partnership agreement, board resolution or relevant capital contribution resolution;
Supporting documents proving the assets, operation and credit conditions of the Chinese and foreign parties;
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
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 The Project Filing Agency shall issue opinions on the filing of overseas investment projects in the FTZ (hereinafter “Filing Opinions”) to the Filing Applicant within 5 working days from receipt of the application materials.

The Project Filing Agency 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.

Article 7 For overseas competitive bidding or acquisition projects, the Filing Applicant shall submit a written information report to the National Development and Reform Commission before the bidding or official business activity in accordance with relevant regulations.

Major local overseas investment projects required to be registered at the National Development and Reform Commission shall be submitted to the National Development and Reform Commission for registration under relevant procedures.

Chapter 3 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 Agency for change:

Any change to the investor or equity;
Any change to the investment destination or the main content of the project; and
The actual Chinese investment being 20% or above of the originally filed Chinese investment.

The procedures for change of filing shall apply the relevant provisions of Chapter 2 of these Measures.

Chapter 4 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 5 Supervision and Management and Legal Responsibilities

Article 11 The Project Filing Agency 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 Agency may supervise and inspect investors’ implementation of projects.

If the Filing Applicant gains a filing document by cheating with fake materials, the Project Filing Agency shall revoke the filing document, include relevant information in the enterprise’s 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 6 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 Circular 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 become effective on October 1, 2013.

Provided by Lawyers Working Committee of Pudong New Area