Chinese Online Class - Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by

Foreign investors

BIZCHINA / Company laws

Interim Provisions on Mergers and Acquisitions of Domestic Enterprises
by Foreign investors

Updated: 2006-04-17 10:20

Article 11 In case of an Equity Merger and Acquisition by foreign
investors, the ceiling for the total amount of investment of the foreign
investment enterprise established upon the Merger and Acquisition shall
be determined according to the following proportions:
(1) no more than ten sevenths (10/7) of the registered capital of the
foreign investment enterprise, if the registered capital is less than US$
2.1 million;
(2) no more than twice the registered capital, if the registered capital
is between US$ 2.1million and US$ 5 million;
(3) no more than two and a half times the registered capital, if the
registered capital is more than US$ 5 million but less than or equal to
US$ 12 million; or
(4) no more than three times the registered capital, if the registered
capital is more than US$ 12 million.

Article 12 In case of an Equity Merger and Acquisition by foreign
investors, the investors shall submit the following documents to the
examination and approval authority with corresponding jurisdiction of
approval based on the total amount of investment of the foreign
investment enterprise established upon the Merger and Acquisition:
(1) the resolution adopted by the shareholders of the domestic limited
liability company subject to the Merger and Acquisition unanimously
approving the Equity Merger and Acquisition by the foreign investors, or
the resolution adopted by the shareholders' meeting of the domestic
company limited by shares subject to the Merger and Acquisition approving
the Equity Merger and Acquisition by the foreign investors;
(2) the application of the Domestic Company subject to the Merger and
Acquisition to be changed in to and established as a foreign investment
enterprise in accordance with the law;
(3) the contract and the articles of association of the foreign
investment enterprise established upon the Merger and Acquisition;
(4) the agreement for the purchase of the shareholders' equity interest
or subscription for the increased capital of the Domestic Company by the
foreign investors
(5) the audited financial report for the most recent fiscal year of the
Domestic Company subject to the Merger and Acquisition;
(6) identification documents or incorporation certification and
creditworthiness certification of the foreign investors;
(7) explanation of the situation regarding the enterprises the Domestic
Company subject to the Merger and Acquisition has invested in;
(8) the business licenses (duplicates) of the Domestic Company subject to
the Merger and Acquisition and enterprises it has invested in;
(9) the plan for the re-settlement of the employees of the Domestic
Company subject to the Merger and Acquisition; and
(10) documents required to be submitted under Articles 7 and 19 of the
Provisions. Where any permission given by any other government authority
is required in connection with the business scope or business scale, or
obtaining of any land use right by the foreign investment enterprise to
be established upon the Merger and Acquisition, the relevant documents of
such permission shall be submitted simultaneously. The business scope of
any company the Domestic Company subject to the Merger and Acquisition
originally invested in shall comply with the requirements of relevant
foreign investment industrial policies. Adjustments shall be made in case
of noncompliance.

Page: 1 2 3 4 5 6 7 8 9

(For more biz stories, please visit Industry Updates)

Most Popular Stories in 48 Hours

� Luxury cars are big boys' toys

� Full speed ahead for Shanghai express

� Godfather of information industry

� Individual gold transactions in China brisk

� China closes over 2,600 enterprises

Today's Top News 

� 'SCO not an eastern version of NATO'

� 9.5 million sit college exam this year

� Tianjin gets the nod for new-area plan

� Malformed baby has third arm removed

� Doctors remove third arm from boy

Top Biz News 

� Three Gorges Dam takes the strain

� China speeds up credit rating of foreign trade companies

� Scientists to help achieve goal of innovation nation

� Nuke fusion reactor gives a headstart

� China, Arab nations sign action plan

Alibaba is the largest B2B marketplace in the world. Source model ship,
wooden puzzle, one-piece toilet, RC hovercraft, photo album, prom dress,
pocket bike, Vaginal Speculum, Samurai Sword, String Panty and PVC Pipe.

Chinese Online Class