Shenzhen overseas investment registration agency

one、An overview of the approval procedures for overseas direct investment by domestic enterprises under normal circumstances，Chinese corporate investors must obtain registration or approval from at least three government departments，They are the Development and Reform Commission (“NDRC”)、Ministry of Commerce (“Ministry of Commerce”)、The powers and management matters of the foreign exchange administration department (“SAFE”) are as follows:：

1. National Development and Reform Commission，Responsible for planning、Supervise and coordinate China’s economic development and industry policies，Responsible for the approval of foreign investment projects；
2. Ministry of Commerce (Department)，Responsible for the review and approval of specific overseas investment matters，and issue overseas investment certificates to Chinese enterprises；
3. State Administration of Foreign Exchange，Responsible for foreign exchange registration and filing of overseas investments。

two、Specific approval process and key points

1. Overseas investment project approval (National Development and Reform Commission)
2. Approval authority
3. Approved in accordance with current regulations，Depending on the investment project and investment amount，The competent authorities for approval of overseas investment projects are development and reform departments at all levels.。The specific permissions are divided as follows:：Overseas investment projects with Chinese investment of US$1 billion or more，Approved by the National Development and Reform Commission。

Involving sensitive countries and regions、There are no quotas for overseas investment projects in sensitive industries，Approved by the National Development and Reform Commission。in，Chinese investment amount is US$2 billion and above，and involve sensitive countries and regions、Overseas investment projects in sensitive industries，The National Development and Reform Commission shall submit review opinions for approval。Sensitive countries and regions include：Countries that have not established diplomatic relations and are subject to international sanctions，war breaks out、Civil strife and other countries and regions。

Sensitive industries include：Basic telecommunications operations，Cross-border water resources development and utilization，large-scale land development，Transmission main line、power grid，News media and other industries。(2) Registration management for overseas investment projects other than those mentioned above shall be implemented。

in，Overseas investment projects implemented by centrally managed enterprises、Overseas investment projects with Chinese investment of US$300 million and above implemented by local enterprises，Filing by the National Development and Reform Commission；Overseas investment projects with Chinese investment of less than US$300 million implemented by local enterprises，by provinces、autonomous region、Registration with the investment authorities of municipalities directly under the Central Government, cities under separate state planning, and Xinjiang Production and Construction Corps and other provincial governments。

1. Project Information Report Overseas acquisition or bidding projects with Chinese investment of US$300 million or more，Before the investment entity carries out substantive work externally,，A project information report should be submitted to the National Development and Reform Commission。After receiving the project information report, the National Development and Reform Commission，For projects that comply with national overseas investment policies，Issue confirmation letter within 7 working days。The project information report format text is released by the National Development and Reform Commission。
2. Approval and filing procedures and conditions
3. Approval procedures and conditions for overseas investment projects approved by the National Development and Reform Commission or submitted for approval by the National Development and Reform Commission with review opinions，Local enterprises submit project application reports directly to the development and reform department of the provincial government where they are located.，The development and reform department of the provincial government will submit review opinions to the National Development and Reform Commission.；For centrally managed enterprises, the group company or head office shall submit a project application report to the National Development and Reform Commission.。

The project application report submitted to the National Development and Reform Commission mainly includes the project name、Investment entities、Project necessity analysis、Background and investment environment、Project implementation content、Investment and Financing Plan、Risk analysis and other content。Project application report model outline is issued by the National Development and Reform Commission。

The project application report should be attached with the following attachments:：a. Company board resolutions or related investment resolutions；b. Investment entities and foreign assets、Documents on business and credit status；c. Financing letter of intent issued by the bank；d. With marketable securities、physical object、intellectual property or technology、Equity、Debt and other asset equity investment，The amount of capital contribution is determined based on the appraised value or fair value of the assets and interests.，and should be submitted to an accounting firm with corresponding qualifications、Audit reports issued by intermediaries such as asset appraisal agencies、Asset appraisal report and confirmation letter from the competent authority，or other third-party documents that can prove the value of the relevant asset interests；e.Bidding、M&A or joint venture cooperation projects，Documents such as a letter of intent or framework agreement signed by the Chinese and foreign parties should be submitted。

For project application reports and attachments that are incomplete or do not comply with regulations

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of，The National Development and Reform Commission will notify the applicant to make corrections at once within 5 working days.。Involving sensitive countries and regions、Overseas investment projects in sensitive industries，The National Development and Reform Commission will solicit opinions from relevant departments within 3 working days from the date of accepting the project application report.，Relevant departments shall issue written opinions within 7 working days from the date of receipt of the solicitation letter.。

The National Development and Reform Commission shall start from the date of accepting the project application report.，For overseas investment projects that meet the approval conditions, approval will be completed within 20 working days.，Or submit review opinions for approval。If an approval decision or review opinion cannot be made within 20 working days,，An extension of 10 working days approved by the person in charge of the National Development and Reform Commission，and inform the reporting unit of the reasons for extending the deadline.。The approval period specified in the preceding paragraph，Excludes time for entrusting consulting agencies to assess。

1. The filing procedures and conditions belong to the projects filed with the National Development and Reform Commission，Local enterprises should fill in the overseas investment project registration application form and attach relevant attachments.，Submit directly to the local provincial government development and reform department，Submitted by the development and reform departments of provincial governments to the National Development and Reform Commission；For centrally managed enterprises, the group company or head office shall submit a filing application form and relevant attachments to the National Development and Reform Commission.。

Overseas investment project registration application form format text and attachments

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Published by the National Development and Reform Commission。If the filing application form and attachments are incomplete or the content does not comply with regulations

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of，The National Development and Reform Commission will notify the applicant to make corrections at once within 5 working days.。The National Development and Reform Commission shall within 7 working days from the date of accepting the filing application form.，Issue registration notices to overseas investment projects that meet the registration requirements。

Overseas investment projects that are not subject to filing，The National Development and Reform Commission will notify the applicant of the decision in writing and explain the reasons.，Investment entities have the right to apply for administrative reconsideration or initiate administrative litigation in accordance with the law.。(2) Approval of enterprise overseas investment certificates (Ministry of Commerce (Department)) Enterprises’ overseas investments involve sensitive countries and regions、Sensitive industries，Implement approval management。

Countries that implement approval management refer to countries that have not established diplomatic relations with the People's Republic of China、Countries subject to United Nations sanctions。when necessary，The Ministry of Commerce may separately publish a list of other countries and regions that implement approval management.。Industries subject to approval management refer to industries involved in the export of products and technologies restricted by the People's Republic of China.、Industries that affect the interests of more than one country (region)。 Overseas investment of enterprises in other situations，Implement filing management。

1. Filing and approval procedures and conditions
2. Filing procedures and conditions for overseas investments subject to filing conditions，Central enterprises report to the Ministry of Commerce for filing；Local enterprises must report to the local provincial commerce department for registration.。

Central enterprises and local enterprises pass”management system”according to

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Fill out and print the "Overseas Investment Registration Form" (hereinafter referred to as the "Registration Form")，See attachment 2 for the style)，After stamping，Together with a copy of the enterprise's business license, submit it to the Ministry of Commerce or the provincial commerce department for filing.。

Fill out the "Registration Form" truthfully、whole、comply with legal form，And the enterprise declares in the "Registration Form" that its overseas investment does not fall under the circumstances listed in Article 4 of these Measures.，The Ministry of Commerce or the provincial commerce department shall register and issue the "Certificate" within 3 working days from the date of receipt of the "Registration Form"。The company is not truthful、Completely fill in the "Registration Form"，The Ministry of Commerce or provincial commerce authorities will not allow filing。

1. Approval procedures and conditions for overseas investments subject to approval，Central enterprises apply to the Ministry of Commerce，Local enterprises apply to the Ministry of Commerce through the local provincial commerce department.。

Enterprises applying for overseas investment approval need to submit the following materials:：a.Application form，Mainly including investment entities、Overseas company name、Equity structure、Investment amount、Business scope、Operating period、Source of investment funds、Investment details, etc.；b. "Overseas Investment Application Form" (see attachment 3 for the format)，Enterprises should pass”management system”according to

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Fill in and print，and stamped with seal；c. Overseas investment-related contracts or agreements；d. Materials approved by relevant departments for export involving products or technologies restricted for export by the People’s Republic of China involved in overseas investment；e. Copy of enterprise business license。

When approving overseas investment, the opinions of our embassy (consulate) abroad (economic and commercial office) should be sought。Involving central enterprises，Seeking comments from the Ministry of Commerce；Involving local enterprises，Soliciting opinions from provincial commerce authorities。When asking for advice，The Ministry of Commerce and provincial commerce authorities should provide basic information on investment matters and other relevant information。The embassy (consulate) (economic and commercial office) stationed abroad should receive the solicitation of opinions

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Reply within 7 working days from date。

The Ministry of Commerce shall make a decision on whether to approve the application within 20 working days after accepting the central enterprise's approval application (including the time to solicit opinions from the embassy (consulate) abroad (economic and commercial office))。Application materials are incomplete or do not comply with legal forms，The Ministry of Commerce shall notify the applicant enterprise of all the necessary supplements and corrections within 3 working days.。Failure to notify after the due date，The application will be accepted from the date of receipt of the application materials.。

Central enterprises shall comply with the Ministry of Commerce’s

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Submit all supplementary and corrected application materials，The Ministry of Commerce shall accept the application。After accepting an application for local enterprise approval, the provincial commerce department shall conduct a preliminary review to determine whether the application involves the circumstances listed in Article 4 of these Measures.，And submit the preliminary review opinions and all application materials to the Ministry of Commerce within 15 working days (including the time to solicit opinions from the embassy (consulate) abroad (economic and commercial office))。

Application materials are incomplete or do not comply with legal forms，The provincial commerce department shall notify the applicant enterprise of all the necessary supplements and corrections within 3 working days.。Failure to notify after the due date，The application will be accepted from the date of receipt of the application materials.。Local enterprises shall comply with the provisions of provincial commerce authorities.

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Submit all supplementary and corrected application materials，The provincial commerce department shall accept the application。

After receiving the preliminary review opinions from the provincial commerce authorities, the Ministry of Commerce，A decision on whether to approve or not should be made within 15 working days.。3. Approval for two or more enterprises to jointly carry out overseas investment. Two or more enterprises to jointly carry out overseas investment.，The relatively large shareholder shall complete the filing or apply for approval after seeking the written consent of other investors.。If the shareholding ratio of each party is equal，After consultation, one party shall handle the filing or apply for approval.。

If the investors do not belong to the same administrative region，The Ministry of Commerce or the provincial commerce department responsible for the filing or approval process shall inform the commerce department where the other investors are located of the filing or approval results.。

1. Foreign exchange registration and fund remittance (SAFE
2. After the foreign exchange registration application for overseas direct investment by domestic institutions has been approved by the overseas direct investment authority,，Bring the following materials to the local foreign exchange bureau to handle foreign exchange registration for overseas direct investment.：a. Apply in writing and fill in the "Foreign Exchange Registration Application Form for Overseas Direct Investment" (see attachment 1 for the format)；b. Explanatory materials on sources of foreign exchange funds；c. Valid business license or registration certificate and organization code certificate of the domestic institution；d. Approval documents or certificates for the investment from the overseas direct investment authorities；e. If the early stage occurs

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remitted，Provide relevant documentation and remittance certificates；f.Foreign exchange bureau

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of other materials。

After the Foreign Exchange Bureau has reviewed the above materials and they are correct,，Register relevant information in relevant business systems，and issue overseas direct investment foreign exchange registration certificates to domestic institutions.。Domestic institutions should use it to handle foreign exchange receipts and payments under overseas direct investment。Multiple domestic institutions jointly implement an overseas direct investment，The foreign exchange bureau where the domestic institutions are located shall issue overseas direct investment foreign exchange registration certificates to relevant domestic institutions respectively.，and register relevant information in relevant business systems.。

1. Early stage

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Early stage of remittance of overseas direct investment

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It refers to the situation before domestic institutions invest in and establish projects or enterprises overseas.，Payments related to overseas direct investment that need to be made abroad

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，including but not limited to：a. Acquisition of overseas enterprise equity or overseas asset interests，According to the legal provisions of the project location or the transferor

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Required deposit；b. During the bidding process of overseas projects，Bid security required；c. Before making overseas direct investment，Conduct market research、Rent office space and equipment、Hire people，and hiring overseas intermediaries to provide services.

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。

The early stage of remittances by domestic institutions abroad

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，Generally, it shall not exceed 15% (inclusive) of the total overseas direct investment (hereinafter referred to as the total overseas direct investment) that domestic institutions have applied to the overseas direct investment authority.，And apply to the local foreign exchange bureau with the following materials:：a. Written application (including total overseas direct investment、Amount of capital contribution from all parties、Investment method，and the required upfront

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Amount、Description of purpose and source of funds, etc.)；b. Valid business license or registration certificate and organization code certificate of the domestic institution；c. Domestic institutions participate in bidding、Relevant documents for mergers and acquisitions or joint venture cooperation projects (including letters of intent signed by Chinese and foreign parties、memorandum or framework agreement, etc.)；d. The domestic institution has submitted a written application to the competent authority for overseas direct investment.；e. Early period issued by domestic institutions

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Use a written commitment letter；f.Foreign exchange bureau

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other related materials。

For the early stage of overseas direct investment remitted

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It is really necessary to exceed 15% of the total overseas direct investment，Domestic institutions should submit the application to the local branch of the State Administration of Foreign Exchange (including the Foreign Exchange Administration Department) with the above materials.。 The designated foreign exchange bank handles foreign exchange purchase and payment procedures for domestic institutions based on the approval document issued by the foreign exchange bureau.，and promptly feedback relevant information to the foreign exchange bureau.。

1. To remit funds to domestic institutions, they must present the approval documents issued by the overseas direct investment authorities and the overseas direct investment foreign exchange registration certificate.，Complete the remittance procedures for overseas direct investment funds at a designated foreign exchange bank。The designated foreign exchange bank will handle the matter after conducting authenticity verification.。The cumulative amount of overseas direct investment funds remitted by designated foreign exchange banks for domestic institutions，It shall not exceed the total amount of overseas direct investment foreign exchange funds that the domestic institution has registered in advance with the foreign exchange bureau in the relevant business system.。

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