Taiyuan City Regulations on Foreign-Invested Enterprises

Chapter 1 General Provisions Article 1 In order to further improve the investment environment, standardize the behavior of government departments, production factor departments and social intermediary service agencies, strengthen services and legal supervision and management of foreign-invested enterprises, and ensure that all aspects of investment legitimate rights and interests of both parties and encourages foreign investment. These regulations are formulated based on the relevant provisions of laws and regulations such as the Law of the People's Republic of China and the actual situation of this city. Article 2 These Regulations shall apply to Sino-foreign joint ventures, Sino-foreign cooperative enterprises and foreign-invested enterprises (hereinafter collectively referred to as foreign-invested enterprises) approved by the authorized departments of the Municipal People's Government or approved by the Municipal People's Government submitted to the superior approval authority.

Branch offices of foreign-invested enterprises stationed in this city shall implement the relevant provisions of these regulations. Article 3 The Taiyuan Municipal People's Government authorizes the Municipal Foreign Trade and Economic Cooperation Department to be the comprehensive management department of foreign-invested enterprises in the city, responsible for the examination and approval of the establishment of foreign-invested enterprises, and, together with other relevant departments of the Municipal People's Government, responsible for the supervision and inspection of foreign-invested enterprises in accordance with their respective responsibilities and powers. Execution of agreements, contracts, and articles of association, accepting complaints from foreign-invested enterprises, mediating disputes between joint venture parties, coordinating relevant departments to supervise and manage foreign-invested enterprises in accordance with the law, and providing timely and effective services.

The industrial and commercial administration department is responsible for the registration and management of foreign-invested enterprises; the planning management department is responsible for the examination and approval of capital construction projects of foreign-invested enterprises; and the economic management department is responsible for the examination and approval of technological transformation projects of foreign-invested enterprises. Article 4 The municipal and county (city, district) people's governments shall guide the direction of foreign investment in accordance with the national and municipal industrial policies, optimize the structure, and improve the quality and efficiency of utilizing foreign capital. Chapter 2 Establishment, Change and Dissolution Article 5 After Chinese and foreign investors confirm their intention to establish a joint venture or cooperative enterprise, they shall prepare a project proposal and other statutory documents to the project approval authority. The project approval authority shall make a decision on approval or disapproval within 20 days from the date of receipt of all required documents. Approved project proposals are valid for one year.

After the project proposal is approved, Chinese and foreign investors shall prepare and submit a project feasibility study report. The project approval authority shall make a decision on approval or disapproval within thirty days from the date of receipt of the report.

The project proposals and project feasibility study reports of foreign-funded enterprises shall be submitted to the foreign economic and trade department for review and approval. The review and approval procedures shall be handled in accordance with the provisions of paragraphs 1 and 2 of this article.

Projects that should be examined and approved by the relevant departments of the province and the State Council in accordance with the provisions of laws and regulations shall be reported to the city's project approval authority after preliminary review. Article 6 After the feasibility study report is approved, Chinese and foreign investors shall enter into enterprise contracts and articles of association and submit them to the foreign trade and economic department for approval. The foreign trade department shall make a decision on approval or disapproval within thirty days from the date of receipt of all required documents. A certificate of approval is issued upon approval.

Foreign-invested enterprises shall register with the industrial and commercial administration department and obtain a business license within thirty days from the date of receiving the approval certificate; the industrial and commercial administrative department shall complete relevant procedures within thirty days.

Foreign-invested enterprises must register with the finance, taxation and other relevant departments within thirty days from the date of receiving the business license. Article 7 If a Chinese investor in a joint venture or cooperative enterprise invests in state-owned assets (including the sale of part of the equity of state-owned assets), he or she must provide a state-owned assets assessment report and a confirmation document of the Chinese party’s capital investment issued by the state-owned assets management department and other relevant documents; Foreign investors must provide certificates issued by the commodity inspection department when purchasing machinery, equipment, materials and other materials imported from overseas. Article 8 If a foreign-invested enterprise established in this city establishes a branch in other places, it shall register with the foreign trade and economic department of this city; if a foreign-invested enterprise in other places establishes a branch in this city, it shall be registered with the industrial and commercial administration department of this city and then report to the foreign trade and economic department. Filing. Article 9 If a foreign-invested enterprise transfers registered capital, changes cooperation conditions, business scope and operating period, or changes the composition of the board of directors and joint management committee (hereinafter referred to as the joint management committee) during its operation, it shall report to the foreign trade department for approval. . Within thirty days from the date of approval, go to the relevant departments to register the corresponding changes. Article 10 If a joint venture or cooperative enterprise is disbanded under circumstances permitted by laws and regulations during its operation, either party shall have the right to request dissolution from the other joint venture parties.

The party requesting dissolution must notify the other joint venture parties in writing. Article 11 If all parties to a joint venture agree to disband, the board of directors or the joint management committee shall form a resolution and submit an application for dissolution, which shall be submitted to the foreign trade department for approval.

If the board of directors or the joint management committee is unable to apply for dissolution due to disagreement or other reasons, the party insisting on dissolution or other parties may apply for arbitration to an arbitration institution in accordance with the arbitration clause of the contract, or file a lawsuit in the people's court. Article 12 When a foreign-invested enterprise is dissolved, it shall be liquidated in accordance with the law. Special liquidation shall apply if one of the following circumstances occurs:

(1) The board of directors or the joint management committee cannot make a resolution on the liquidation matter; (2) Insolvency and not bankruptcy Liquidation;

(3) Unable to organize liquidation on its own;

(4) Other circumstances stipulated by laws and regulations. Article 13 When a foreign-invested enterprise is dissolved, the original approval authority shall hand in and cancel the approval certificate, and go to the finance, taxation, customs and other departments to handle deregistration within the prescribed period; after the liquidation is completed, the enterprise shall go to the industrial and commercial administrative department to handle the deregistration of the enterprise and cancel the business license. ; If the investment includes state-owned assets, the relevant property rights procedures must be handled by the state-owned assets management department.