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What is “acquisition of domestic enterprises by foreign investors”?What are the main provisions to refer to? And what application documents shall be submitted accordingly?

Date:2017-12-20 16:11:00

  Q: What is “acquisition of domestic enterprises by foreign investors”?What are the main provisions to refer to? And what application documents shall be submitted accordingly?

  A: 1. According to Provisions for the Acquisition of Domestic Enterprises by Foreign Investors (Order of MOFCOM, SASAC, SAT, SAIC, CSRC and SAFE No.10 [2006]), the phrase “acquisition of domestic enterprises by foreign investors” means a foreign investor’s purchase of the equity of a shareholder in an enterprise that is not foreign-invested (a “domestic company”) or subscription to a domestic company’s capital increase, resulting in the conversion of the domestic company into a newly established foreign-invested enterprise (an “equity acquisition”); or a foreign investor’s establishment of a foreign-invested enterprise and purchase by agreement, through such enterprise, of the assets of a domestic enterprise and operation of such assets, or a foreign investor's purchase by agreement of the assets of a domestic enterprise and use of such assets to invest in and establish a foreign-invested enterprise to operate such assets (an "asset acquisition”).

  2. With respect to the relevant laws of the merger and acquisition of domestic enterprises by foreign investors, please refer to the provisions on mergers and acquisitions, anti-monopoly review and security review system on merger and acquisition.

  (Website:http://www.commerce.gov.cn/WZGL/Info_Detail.aspx?id=D88341F4-9DE7-4745-A7B4-33CDB9C36906)

  3. With respect to the special management measures for administrative access regarding merger and acquisition of domestic enterprises by foreign investors, we still adhere to examination and approval. With respect to the application and declaration of this item, please refer to the website:

  http://www.commerce.gov.cn/ZCFG/Info_Detail.aspx?id=E5BF701D-24A8-4C4B-910C-750C554E45DB

  4. With respect to the merger and acquisition of domestic enterprises by foreign investors who do not involve the implementation of special access management measures, foreign-invested enterprises or their investors may apply and register for reference through integrated management information system of foreign investors (Website: http://wzzxbs.mofcom.gov.cn/) .