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.

I. Operation Basis:

The Opinions of the State Council on Further Properly Utilizing Foreign Investment (Guo Fa [2010] No. 9), the Decision of the State Council on Reforming the Investment System (Guo Fa [2004] No. 20), the Interim Measures for the Administration of Examination and Approval of Foreign Investment Projects (Order No. 22 of the National Development and Reform Commission), the Circular of the National Development and Reform Commission on Further Strengthening and Regulating the Administration of Foreign Investment Projects ([2010] No. 914 of the National Development and Reform Commission), and the Interim Measures of Shanghai Municipality for the Administration of Examination and Approval of Foreign Investment Projects (Hu Fu Fa [2008] No. 33)

II. Scope of Approval

Sino-Foreign equity joint venture, Sino-Foreign contractual joint venture, wholly foreign-owned, M&A of domestic enterprise by foreign investors, capital increase of foreign-invested enterprises and all other foreign investment projects in the scope of authority of examination and approval in the FTZ.

III. Application Materials:

Project application report (for the total investment of USD 30 million or below, “Shanghai Foreign Investment Project Application Report (For Trial) in Document No. 042 [2012] of Shanghai Municipal Development & Reform Commission) (3 originals);
Enterprise registration certificate (business license), business registration certificate and audited latest enterprise financial statements (including balance sheet, income statement, and cash flow statement) of the Chinese and foreign parties, reference letter issued by the account-opening bank (3 photocopies);
Letter of intent for investment, and company board resolution for M&A project (3 photocopies);
Opinions on urban planning issued by the planning department (3 photocopies);
Opinions on examination and approval of the environmental impact assessment document, issued by the environment protection department (photocopy);
Opinions on pre-examination of project land issued by the real estate department (3 photocopies);
Confirmation document issued by the competent authority on the contribution in the form of State-owned property or land use right (3 photocopies);
Letter of intent of financing issued by the bank (3 photocopies);

For the project not involved in bank financing, letter of intent of financing is not required.

Other documents that shall be submitted in accordance with relevant laws and regulations.

IV. Application Procedures:

(I) “One-off” acceptance process (applicable to application made at the establishment of a new company)

The applicant for a foreign investment project shall, with the pre-approval of the enterprise name from the administration for industry and commerce, log in “FTZ Investment Application Express” on “China Shanghai" portal website, or the portal website of the China (Shanghai) Pilot Free Trade Zone, to compare the industry to be invested in with the Special Administrative Measures for the Access of Foreign Investment in the China (Shanghai) Pilot Free Trade Zone (Negative List). Go through the procedures for examination and approval of such foreign investment project that is in the scope of examination and approval in the FTZ. The applicant for filing of a foreign investment project shall, after completing online, download, print and sign relevant forms. The applicant shall submit paper materials to the investment management service window of the general service hall of the FTZ to go through the “one-off” acceptance procedures, as required.

For the foreign investment project qualified for approval that is in the scope of examination and approval of foreign investment projects in the FTZ, the project filing agency shall give approval.

The applicant for a foreign investment project shall receive the approval document at the investment management service window of the general service hall of the FTZ.

(II) General process (applicable to other general circumstances)

The applicant for a foreign investment project shall, after obtaining the enterprise registration certificate (business license), log in “FTZ Investment Application Express” on “China Shanghai" portal website, or the portal website of the China (Shanghai) Pilot Free Trade Zone to make online application. Go through the procedures for examination and approval of such foreign investment project that is in the scope of examination and approval in the FTZ. At the same time, the applicant shall prepare relevant materials and submit paper materials to the investment management service window of the general service hall of the FTZ to go through the acceptance procedures, as required.

For the foreign investment project qualified for approval that is in the scope of examination and approval of foreign investment projects in the FTZ, the project filing agency shall give approval.

The applicant for a foreign investment project shall receive the approval document at the investment management service window of the general service hall of the FTZ.

V. Application Location and Contact Information

General Service Hall, 1/F, 9 Jilong Road, Pudong New Area, Shanghai

Post Code: 200131

Contact Tel.: +86-21-58696829, 58698561

VI. Complaint Mode

Mode of Complaint to the Management Committee of the China (Shanghai) Pilot Free Trade Zone:

Tel.: +86-21-58697800

Fax: +86-21-58698705

E-mail: ftzts@pudong.gov.cn

VII. Remarks

1. The examination and approval document shall be valid for 2 years. The project applicant may apply for renewal of 1 year 30 days prior to the expiration of the validity period.

2. If for the foreign investment project approved, there is any change to the construction location, the investor or equity, the main content of the construction and major products, the total investment is 20% or above over the originally approved investment, or any other change is required by relevant laws and regulations and industry policies, relevant change formalities shall be conducted in accordance with relevant regulations.

Provided by Lawyers Working Committee of Pudong New Area