Documents For Approval Purpose
1. LIST OF ELIGIBLE DOCUMENTS
A. Documents for the establishment of an equity joint venture or a contractual cooperative joint venture enterprise
1. Application for setting up a joint venture enterprise.
2. Feasibility study report (concurrent as proposal).
3. Contract and Articles of Association.
4. Letter of Intent of all Partners involved.
5. List of equipment to be imported within total amount of investment.
6. Registration of the enterprise name.
7. Application for the registration of the enterprise.
8. Personnel documents.
9. Legality certificate of the business operation.
10. Creditability certificate of each partner.
11. Land-use certificate.
12. Opinions of administration departments concerned for environmental protection, public security, fire fighting and labor security.
B. Documents Required for Setting up Wholly Foreign-Owned Enterprises
1. Application for setting up an enterprise.
2. Feasibility study report.
3. Articles of Association.
4. Name list of legal representatives (or members of the board of directors).
5. Creditability certificates and other legal status certificates of foreign investors.
6. Opinions of the government of its location at or above county level.
C. Documents Required for the registration of the establishment of Operative Branches of Foreign-Invested Enterprises
1. Application for registration.
2. Approval of the original approval authorities of the establishment of the foreign-invested enterprise and notice issued by the original registration administration of the enterprise.
3. Resolution of the Board of Directors of the enterprise for setting up the operative branch and certificate of fund allocation.
4. Personnel document.
5. Certificate for office and land use of the branch;
6. Verification report on the registered capital of the foreign-invested enterprise.
7. Copies of the business license of the foreign-invested enterprise.
D. Documents Required for Registration of the establishment of Non-Operative Branches of Foreign-Funded Enterprises
1. Application for registration.
2. Approval of the original approval authorities of the establishment of the foreign-invested enterprise and notice issued by the original registration administration of the enterprise.
3. Resolution of the Board of Directors for setting up the branch.
4. Personnel documents.
5. Certificate for office and land use of the branch.
6. Capital verification report on the registered capital of the enterprise.
7. Copies of business license of the enterprise.
2.Contents requirement of the Above-Listed Documents
A. Content of documents required for setting up Sino-Foreign Equity Joint Venture or Contractual Cooperative Joint Venture Enterprises (hereinafter both are referred as joint venture)
1. Application.
a. Name and registered country of respective partner involved.
b. Purpose of setting up the joint venture, explaining particularly the necessity and possibility of generating foreign exchanges and acquisition of advanced technology.
c. Business scope of the joint venture and its scale, explaining the necessity of setting up the project, demand of the product at the international market, its worldwide output and territory of marketing of the product.
d. Investment estimation, comprising the total sum of fixed and working capital.
e. Form of investment and sources of funds, the proportion of each party and structure of funds.
f. Production technology and main equipment to be applied in the project specifying their advancement applicability and reliability ad well as their key technical and economic specifications.
2. Feasibility study Report
(1) General description
a. Name of the joint venture, its legal address, purpose, scope, scope of business and its scale.
b. Name, registered country and legal address of respective partner, and name, position and nationality of their legal representatives (for Chinese partners, their superior administration must be stated).
c. Total investment of the joint venture, its registered capital, capital, capital funds to be raised ( self-owned fund, investment proportion, form of investment, term, term of payment of the investment funds).
d. Duration of the joint venture, ratio of profit-sharing and loss-sharing of each partner.
e. The summary and conclusion of the feasibility study report, including problems and suggestions regarding the project.
(2) Production plans and their basis. Explain demand of market for the product both at home and broad, how the market forecast is carried out. Also explain similar facilities already existing or being built at home and abroad.
(3) Sourcing of materials supply (including energy and transportation) and their basis.
(4) Selection of the location of the project and reasons thereof.
(5) Selection of equipment and technological processes for production and its basis (including a classified list of domestic and imported equipment).
(6) Organization structure of the joint venture and its reasons (including the total number of employees, their composition and sources of recruitment, and management of the enterprise.)
(7) Environment protection, labour security, health care and their relevant measures.
(8) The mode of construction, time schedule and reasons for the construction.
(9) Means of fund-raising and reasons thereof (including the calculation basis for the existing factory buildings and equipment contributed as investment).
(10) Arrangement for foreign exchange balance and its reason.
(11) Composite analysis (including economic, technical, financial and legal analysis in terms of the project's benefit and foreign exchange earnings and expenditure by using dynamic and risk (sensitivity) analysis method.
3. Joint Venture Contract
(1) General Provisions (the basis and principles for the signing of the contract).
(2) Parties to the joint venture (the name, place of registration, legal address and legal representative of each party).
(3) The establishment of the joint venture company (its name and legal address, its organization form, and the responsibility and risks upon each party. All activities of the joint venture company shall be governed by the pertinent laws, decrees and regulations of the People's Republic of China).
(4) The purpose, scope and scale of production and operation of the joint venture company (its business scope , scale of production and the output capacities of full operation).
(5) Total amount of investment and registered capital (total investment and registered capital of the joint venture, each party's proportion in the registered capital, contribution and methods of payment, and conditions for the transfer of each party's share in the registered capital of the joint venture).
(6) Responsibilities of each party to the joint venture (specifying the responsibilities and obligations of each party in the construction and operation of the joint venture).
(7) Transfer of technology ( specifying the content and the form of the transfer, the price of the transfer and the terms of payment, and how the transfer can be realised).
(8) Sale of product (the proportion of overseas and domestic sales, channels of selling , prices and terms of payment).
(9) The board of directors ( composition of the Board, its power and working procedures).
(10) Management structure (the management mechanism of the joint venture and regulations on senior staff).
(11) Purchase of equipment ( the methods and channels by which the joint venture purchases equipment and raw materials required for production ).
(12) Preparatory work and construction ( specifying the management organization in the preparation of the joint venture and its tasks thereof ).
(13) Labor management (employment and dismissal of senior staff and workers and their salary and welfare and means of employment ).
(14) Taxation, finance and audit.
(15) Duration of the joint venture.
(16) Disposal of assets after expiration of duration ( specifying the disposal of assets upon the expiration of the duration or termination before the date of expiration of the joint venture ).
(17) Insurance.
(18) Amendments, alteration and discharge of the contract (specifying the procedures and conditions for amendments, alteration, and discharge of the contract ).
(19) Liabilities for breach of contract.
(20) Force Majeure (specifying factors that constitute the force majeure and procedures for exemption of obligations ).
(21) Applicable laws (the formation of the contract, its validity, interpretation and execution. The settlement of disputes shall be governed by the relevant laws of the People's Republic of China ) .
(22) The settlement of disputes (specifying whether or mot disputes are to be steeled through arbitration. In case of arbitration, an agreement shall be reached. The arbitration can be conducted in China ) .
(23) Language of the contract (Chinese, English or any other foreign language ).
(24) The effectiveness of the contract and miscellany.
4.Articles of Association of joint Venture.
(1) General provisions (the legal basis and principles for the formation of the Articles of Association, the name and nature of the joint venture and its legal address, and the names and legal address of all parties to the joint venture). (2) Purpose and scope of business of the joint venture (purpose of setting up the joint venture, elaborated scope and scale of its business and production, market of the product, selling methods and channels and responsibilities of each party).
(3) Total investment and registered capital (the total investment and registered capital of the joint venture, composition of each party's investment contribution, means of payment of each party's contribution and conditions for the assignment of each party's investment share).
(4) Board of directors (the organization procedures of the board, its power and working procedures).
(5) Management organization (the managerial structure of the joint venture, the senior officials in charge of each department and their duties).
(6) Finance and accounting (the finance and accounting system adopted by the joint venture, its account keeping methods and scope of work).
(7) Profit sharing (specifying the principle and methods of profit sharing).
(8) Staff and workers (the employment, recruitment, dismissal and resignation and welfare of the staffs and workers to the joint venture, and labour insurance and labour disciplines).
(9) The trade union organization (the basis and principles for setting up the trade union organization, its power and rights and financial source).
(10) Duration, termination and liquidation of the joint venture (duration of the joint venture, the procedures for termination and liquidation, methods adopted for liquidation and obligations and rights of after liquidation).
(11) Rules and regulation (the rules and regulations formulated by the board of directors, such as management regulations, rules for staff and workers, system of labour and salary, system of penalty and reward for staff and workers, rules of staff and worker's welfare, financial system, liquidation procedures and other necessary rules and regulations).
5.Letter of Intent of All Partners to the Joint Venture
(1) The names, address, telephone numbers and contact persons of each partner involved.
(2) Name of the proposed project.
(3) Scope of business and production proposed.
(4) Total amount of investment and the form of investment.
(5) Sourcing of the main raw materials and power supply and the territory of marketing the product.
(6) Work to be done by each partner in the step following.
(7) Time schedule of the project.
6. List of equipment to be imported within the total amount investment
7. Registration of the joint venture's name. The name of the project must be registered with the relevant administration for industry and commerce and copies of the registration must be submitted.
8. Application for registration with authorities for industry and commerce.
9.Personnel documents
(1) List of the members of the Board of Directors (the appointment letter of each member must bear the signature of the leader in charge and seal of the party which appoint the said member).
(2) Letter of appointment of the general manager and deputy general managers with the signature of the Chairman and Vice-chairman of the Board of Directors).
(3) Clear photocopies of the identity cards of all the members of the Board, the general manager and deputy general managers. For Chinese citizens, certificates issued by the superior personnel administration of their former work units and their Curriculum Vitae shall be added.
(4) The legal representative of the joint venture must have permanent or temporary resident permit of the location of enterprise.
10. Certificate for legal operation of the enterprise
(1) The certificate presented should be valid.
(2) The Chinese party to the joint venture should present photocopies of the business license of its legal person with official seals of the original registration administration issuing the license.
(3) Individual investors should present valid identity certificate and Taiwan compatriots should present their compatriot certificates.
11. Creditability Certificate
(1) The balance sheet and profit and loss statement of each party to the joint venture.
(2) If one of the parties is a state-owned enterprise, an asset evaluation report made by authorities in charge of state-owned property must be submitted.
(3) Foreign parties to the joint venture should submit their creditability certificate issued by foreign banks which have business relations with the said parties.
12.Certificates for Site of Land use
(1) Documents certifying the project site, size of the site to be used, form of granting the land, term of the land use right and evaluation report of the land.
(2) Ownership certificate or land use certificate and house lease agreement.
13.Opinions of departments concerned
To be presented by departments concerned in accordance with the actual conditions of each project.
B. Content of documents required for Setting up wholly Foreign-owned enterprises
1. Application for setting up wholly foreign-owned enterprises
(1) Name of the investor and its registered place and domicile, and name, position and nationality of its legal representative.
(2) Name and location of the proposed enterprise.
(3) Business scope, product range and production capacity of the enterprise.
(4) Total amount of investment and registered capital of the proposed enterprise, source of investment, forms of investment contribution, list of equipment, industrial property fights and know how contributed as investment, and term for paying the investment.
(5) The organization form and structure of the proposed enterprise and its legal representative.
(6) Major equipment and production technology of the proposed enterprise, and their origin and source.
(7) Targeted regions and market segments for selling the product, and channel and methods of marketing the product and the proportion of overseas and domestic sales.
(8) Arrangements for revenue and expenditure in terms of foreign exchange.
(9) The management layout and the total number of staff and workers, recruitment and training of the employees, their salary, insurance and welfare, labor safety, etc.
(10) Environmental pollution the enterprise may produce and counter measures.
(11) Selection of location and the size of land to be used.
(12) Funds required for construction and operation, and sourcing of energy, water and raw materials supply.
(13) Time schedule of the Project.
(14) Duration of the enterprise.
2. Feasibility study report (Please Refer to the content requirement of the equity joint venture and contractual cooperative joint venture)
3. Articles of Association of the Wholly Foreign-Owned Enterprise
(1) Name and location of the enterprise.
(2) Aim and business scope of the enterprise.
(3) Total amount of investment and registered capital of the enterprise.
(4) Organization form of the enterprise.
(5) The internal departments of the enterprise and their duties and power, legal representative, general manager, chief engineer, chief accountant and other senior staff members and their respective power and responsibility.
(6) The principles and rules for handling financial, accounting and auditing affairs.
(7) Labor Management and trade union organization.
(8) Duration, termination and liquidation of the enterprise.
(9) Procedures for making amendments to the Articles of Association.
4. Creditability certificate.
(Please Refer to the requirement of the equity joint venture and contractual cooperative joint venture)
C. Content of Documents Required for Setting up Operative Branches of the Wholly Foreign-Owned Enterprise
1. Application for registration
(1) Filled-out forms with signatures of the Chairman and Vice-chairman of the Board of Directors.
(2) The business scope applied for the branch should be in line with the business license of the enterprise.
2. Resolution of the Board of Directors and certificate of fund allocation.
(1) The resolution must be signed by all directors.
(2) The certificate of fund allocation should be issued by the financial department of the enterprise.
3. Personnel documents:
(1) The appointment letter of leaders of the branch must be signed by the Chairman of the Board of Directors and bear the stamp of the enterprise.
(2) Clear identity card photocopies of the appointed leaders of the branch.
In case the appointed are Chinese citizens, documents issued by their superior personnel administration and their Curriculum Vitae should be added. In case the appointed are not permanent residents of the branch's location, residence permit for those leaders issued by the public security bureau should be presented.
4. Certificate for Site and Land Use
Certificate of property rights, certificate of land use right and house lease contract D. Content of the documents required for setting up non-operative branches of the Wholly Foreign-Owned Enterprise.
( Please Refer to that for operative branches ).
3.Additional Remarks
A. For the documents whose content has been well specified in Section 1, no further elaboration is given in Section 2.
B. For projects whose total amount of investment is 30 million US.
Dollars or above and other projects subject to the approval by the State, a project proposal must be added to the above-listed documents. Their application and approval shall comply with the corresponding regulations and procedures enacted by the State.
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