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. 73)

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

Article 1 (Purpose and Basis)

For the purposes of further opening up to the outside world, boosting reform of the foreign investment management system, and creating an international and regulatory investment environment in the China (Shanghai) Pilot Free Trade Zone (hereinafter “FTZ”), these Measures are formulated in accordance with the Decision of the NPC Standing Committee on Authorizing the State Council to Temporarily Adjust the Administrative Approval under relevant Laws in the China (Shanghai) Pilot Free Trade Zone, the Framework Plan for China (Shanghai) Pilot Free Trade Zone and other relevant laws and regulations.

Article 2 (Scope of Application)

These Measures are applicable to the establishment and change of foreign invested enterprises other than those set out in the Special Administrative Measures for the Access of Foreign Investment in the FTZ (Negative List). Where there are otherwise provisions in the laws and regulations, such provisions shall apply.

Article 3 (Filing Agency)

China (Shanghai) Pilot Free Trade Zone Management Committee (hereinafter “Project Filing Agency”) shall be responsible for the administration of filing of foreign invested enterprises to the extent of its authority.

Article 4 (Enterprise Incorporation Filing)

If an investor intends to establish a foreign-invested enterprise in the FTZ, it shall, with the pre-approval of the enterprise name, log in the “one-off acceptance” platform for foreign investment in the FTZ (hereinafter “Acceptance Platform”) to complete forms and make application online, and shall make undertakings on the information provided for filing.

Article 5 (Change Filing)

If the foreign-invested enterprise incorporated under Article 4 of these Measures is in any of the following circumstances, change filing procedures shall be completed through the Acceptance Platform:

Change (increase or decrease) of registered capital);
Transfer of equity or cooperative interests;
Equity pledge;
Merger or division;
Change of operating term;
Early termination;
Change of contribution mode or time limit; and
In case of Sino-Foreign joint cooperative enterprise, early divestment by the foreign party.

If it is required by relevant laws and regulations to make announcement, announcement procedures shall be gone through according to law.

Article 6 (Change Filing of Existing Enterprises)

In case of any change to a foreign-invested enterprise incorporated in the FTZ or the move-in of a foreign-invested enterprise outside the FTZ, if such enterprise is in the scope of filing under Article 2 of these Measures after the change, it shall go through the change filing procedures through the Acceptance Platform and hand in the approval certificate to the Filing Agency for cancellation.

Article 7 (Filing Procedures)

The Filing Agency shall conduct filing within 1 working day after the investor (or foreign-invested enterprise) completes the online application, and send the Foreign/Hong Kong, Macao and Taiwan-Invested Enterprise Filing Certificate of the China (Shanghai) Pilot Free Trade Zone (hereinafter “Filing Certificate”) to the investor (or foreign-invested enterprise) and relevant authorities via the Internet.

After filing, the investor (or foreign-invested enterprise) shall go through relevant procedures in accordance with relevant national regulations.

Article 8 (Filing Information Management)

The Acceptance Platform shall keep the foreign-invested enterprise filing information, but the investor or foreign-invested enterprise shall re-fill in relevant information if it fails to complete the registration within 30 days from the date of filing.

Article 9 (Shift of Filing to Examination and Approval)

If the foreign-invested enterprise under filing administration has any change which is required for examination and approval, it shall go through the examination and approval procedures in accordance with relevant existing regulations on foreign investment administration.

Article 10 (Information and Undertaking)

The filing of foreign-invested enterprises shall be subject to the system of information and undertaking. The foreign investor or foreign-invested enterprise shall not impair China’s sovereignty or public interests, endanger China’s national security, damage the environment or otherwise violate Chinese laws and regulations. and if involved in national security review and antitrust review, it shall apply relevant national regulations.

Article 11 (Information Disclosure)

The Filing Agency shall make public the information approved by the filing.

Article 12 (Credit Management)

The investor (or foreign-invested enterprise) shall, based on the system of information and undertaking, truthfully provide filing information which shall be consistent with the information provided to the registration authority.

Article 13 (Interim and Post Supervision)

The Filing Agency shall regularly inspect the undertakings of the investor (or foreign-invested enterprise). If the Filing Agency finds that the actual conditions of the investor (or foreign-invested enterprise) are not consistent with the undertakings, the Filing Agency shall send a written notice, ordering it to make correction and rectification within a specified time limit; if the circumstances are serious, the Filing Agency shall cancel the filing, record such information in the foreign investor’s credit files, include the enterprise in the directory of misrepresenting enterprises, inform relevant authorities, and announce the handling results.

Article 14 (Investors of Hong Kong, Macao and Taiwan)

The administration of filing of enterprises 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 15 (Effective Date and Term)

These Measures shall become effective on October 1, 2013 and shall remain in effect for three years.

Provided by Lawyers Working Committee of Pudong New Area