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Notice on Matters Relating to the Recordation Administration of Overseas Investment Projects
Shandong Provincial Development and Reform Commission
Notice on Matters Relating to the Recordation Administration of Overseas Investment Projects
Municipal Development and Reform Commission, relevant provincial departments and provincial enterprises:
Recently, the National Development and Reform Commission has successively issued the "Notice on the Implementation of the Measures for the Administration of Overseas Investment Project Approval and Filing", "Notice on the Activation of the National Overseas Investment Project Filing Management Network System" and other documents. In order to further implement the spirit of the above-mentioned documents, the relevant matters are hereby notified as follows:
1. scope of application
This notice applies to all kinds of legal persons in our province (hereinafter referred to as "investment entities"), overseas investment projects carried out by means of new construction, mergers and acquisitions, equity participation, capital increase and capital injection, as well as overseas investment projects implemented by investment entities through their overseas enterprises or institutions by providing financing or guarantees. This Notice shall apply to the investment entity's overseas investment in shares or the establishment of equity investment funds.
Investment projects implemented by investment entities in the Hong Kong Special Administrative Region and the Macao Special Administrative Region shall be implemented with reference to this notice. Investment projects implemented by investment entities in Taiwan, and investment projects implemented by natural persons and other organizations abroad shall be implemented in accordance with the special regulations issued by the state.
The term "overseas investment project" as mentioned in this Notice refers to the activities in which the investment subject obtains overseas ownership, management rights and other related rights and interests by investing in assets and interests such as currency, marketable securities, in kind, intellectual property or technology, equity, creditor's rights or providing guarantees.
2. Filing Authority
Overseas investment projects with a Chinese investment of less than US $0.3 billion and not involving sensitive countries and regions or sensitive industries shall be filed by the Provincial Development and Reform Commission.
Overseas investment projects with a Chinese investment of US $0.3 billion or more and not involving sensitive countries and regions or sensitive industries shall be filed by the National Development and Reform Commission. Overseas investment projects involving sensitive countries and regions and sensitive industries shall be approved by the National Development and Reform Commission without limitation. Among them, if the Chinese investment is more than US $2 billion, the National Development and Reform Commission shall submit its review opinions to the State Council for approval.
The amount of Chinese investment refers to the total amount of assets and interests such as currency, marketable securities, physical objects, intellectual property rights or technology, equity, creditor's rights and other assets and interests invested by the investment subject for overseas investment projects or the total amount of guarantees provided.
Sensitive countries and regions include: countries that have not established diplomatic relations and are subject to international sanctions, countries and regions that have experienced wars and civil strife.
Sensitive industries include: basic telecommunications operations, cross-border water resources development and utilization, large-scale land development, transmission lines, power grids, news media and other industries.
For overseas acquisition or bidding projects with a Chinese investment of US $0.3 billion or more, the investment subject shall submit the project information report to the provincial development and Reform Commission before carrying out substantive work, and the provincial development and Reform Commission shall submit it to the national development and Reform Commission for confirmation. See Annex 1 for the format text of the project information report.
An overseas acquisition project refers to a project in which an investment entity acquires all or part of the equity, assets or other rights and interests of an overseas enterprise by means of agreement, offer, etc. An overseas bidding project refers to a project in which an investment entity obtains all or part of the equity, assets or other rights and interests of an overseas enterprise by participating in an overseas public or non-public competitive bidding.
The substantive work carried out by overseas acquisition projects refers to the signing of binding agreements, the submission of binding quotations and the submission of applications to the government review departments of the other country or region; the substantive work carried out by overseas bidding projects refers to the formal bidding.
3. Filing Procedures
For overseas investment projects filed by the Provincial Development and Reform Commission, the investment entity shall submit the project filing application materials to the Provincial Development and Reform Commission, and attach the project preliminary review opinions issued by the Municipal Development and Reform Commission where it is located; provincial enterprises can directly submit to the Provincial Development and Reform Commission Project filing application materials. The Provincial Development and Reform Commission shall complete the filing of the project within 3 working days from the date of accepting the project application. If the materials of the filing project are incomplete or the content does not meet the requirements of the regulations, the Provincial Development and Reform Commission shall notify the reporting unit to make a correction within 3 working days. The Provincial Development and Reform Commission shall issue filing documents to the reporting unit for the projects that are filed; for the projects that are not filed, the reporting unit shall be notified in writing.
For projects that have been filed, if one of the following circumstances occurs, it is necessary to apply to the Provincial Development and Reform Commission for changes. Changes in the scale, location and main contents of (I) construction; changes in the subject or equity structure of (II) investment; and (III) Chinese investment exceeding the record amount by 20% or more.
For overseas investment projects approved or filed by the National Development and Reform Commission, the investment entity directly submits the project application materials to the Provincial Development and Reform Commission, and the Provincial Development and Reform Commission will report to the National Development and Reform Commission. Specifically in accordance with the National Development and Reform Commission Order No. 9 "Overseas Investment Project Approval and Filing Management Measures", "Regarding the Implementation of the
According to the National Development and Reform Commission "on the use of the national overseas investment project record management network system notice" (development and Reform Office of foreign investment [2014] No. 1386) document, the record of overseas investment projects through the "national overseas investment project record management network system" (http://jwtz.ndrc.gov.cn/jwtz-ex/) for online declaration. After completing the user registration, the applicant shall fill in the overseas investment project filing form and upload the relevant attachments. At the same time, submit paper documents to the Provincial Development and Reform Commission. The filing system will automatically send it to the National Development and Reform Commission or the Provincial Development and Reform Commission for acceptance according to the information such as the type of enterprise, the place of registration and the amount of Chinese investment in the project.
4. filing declaration materials
Overseas investment projects filed by the Provincial Development and Reform Commission must submit the following materials: (1) Project filing request documents; (II) project filing application form; (III) the preliminary review opinions of the Municipal Development and Reform Commission (except for provincial enterprises); (IV) bidding, mergers and acquisitions or For joint venture cooperation projects, documents such as letters of intent or framework agreements signed by Chinese and foreign parties must be provided.
The project filing request documents mainly include: project name, project implementation location and content, investment scale and investment and financing plan.
See Annex 2 for the format of the project filing application form.
5. Filing Conditions and Effectiveness
The provincial development and Reform Commission mainly reviews the project according to the following conditions: (1) it conforms to the scope of filing management, conforms to relevant laws and regulations, industrial policies and overseas investment policies; (II) conforms to the principle of mutual benefit, win-win and common development, does not endanger national sovereignty, security and public interests, and does not violate the international treaties concluded or participated in by China; (III) conforms to the relevant provisions of national capital project management; (IV) investors have corresponding investment strength.
For overseas investment projects that need to be filed by the provincial development and Reform Commission, the investment entity shall obtain the filing documents issued by the provincial development and Reform Commission before signing any relevant documents with final legal binding force; or it may be specified in the signed documents that the effective conditions are to obtain the filing documents issued by the provincial development and Reform Commission in accordance with the law.
The filing documents issued by the Provincial Development and Reform Commission are valid for two years. For projects that need to extend the validity period, an application for extension shall be submitted to the Provincial Development and Reform Commission within 30 working days before the expiration of the validity period. During the validity period, the investment entity shall, on the basis of the filing documents of the Provincial Development and Reform Commission, go through the relevant formalities of foreign exchange, bank loans, customs, entry and exit administration and taxation in accordance with the law. After the expiration of the validity period, when the investment entity goes through the above-mentioned relevant procedures, it shall also present the approval renewal document issued by the Provincial Development and Reform Commission. For overseas investment projects that have not been put on record, the above-mentioned relevant procedures shall not be handled.
The investment entity shall be responsible for the authenticity and legality of the application materials for the filing of overseas investment projects. In the process of project declaration, it is not allowed to violate laws and regulations, conceal relevant information or provide false materials. For the projects that the investment subject should apply for filing according to the provisions of this notice but implement without obtaining the filing documents according to law, and the projects that are not implemented according to the contents of the filing documents, once discovered, the Provincial Development and Reform Commission will order them to stop the implementation of the projects together with the relevant departments.
After receiving this notice, the municipal development and reform commissions and relevant departments are requested to forward it to the county (city, district) development and reform departments, relevant municipal departments and enterprises, and organize implementation in strict accordance with the above regulations.
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