对外贸易经济合作部、科学技术部、国家工商行政管理总局、国家税务总局、外汇管理局令[2003]年第2号

（Promulgated¹ by the Ministry² of Foreign Trade and Economic Cooperation， Ministry of Science and Technology， State Administration for Industry and Commerce， State Administration of Taxation³ and State Administration of Foreign Exchange on 30 January 2003 and effective as of 1 March 2003.）

颁布日期：20030130 　实施日期：20030301 　颁布单位：对外贸易经济合作部、 科学技术部、 国家工商行政管理总局、 国家税务总局、 外汇管理局

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Provisions have been formulated⁴ pursuant to the PRC， Sino-foreign Co-operative Joint⁵ Venture Law， the PRC， Sino-foreign Equity⁶ Joint Venture Law， the PRC， Wholly Foreign-owned Enterprise Law， the Company Law and other relevant laws and regulations in order to encourage foreign companies， enterprises， other economic organizations and individuals （Foreign Investors⁸） to engage in venture investment in China and to establish and improve the mechanism⁹ for venture investments of China.

　　Article 2　For the purposes of these Provisions， the term “Foreign-invested Venture Investment Enterprises” （Venture Investment Enterprises） shall refer to foreign-invested enterprises that are established in China by Foreign Investors or by Foreign Investors with companies， enterprises or other economic organizations that are registered and established according to Chinese law （Chinese Investors） pursuant to these Provisions to engage in venture investment business activities.

　　Article 3　For the purposes of these Provisions， the term “venture investment” shall refer to an investment method consisting of equity investment， principally in unlisted high- and new-technology enterprises （Investees）， and the provision to such enterprises of start-up management services in order to obtain gains in the form of capital appreciation¹¹.

　　Article 4　Venture Investment Enterprises may take the organizational form of a non-legal person entity¹² or a company.

　　The investors of a Venture Investment Enterprise that takes the organizational form of a non-legal person entity （Non-legal Person Venture Investment Enterprises） shall undertake joint and several liability for the debts of the Venture Investment Enterprise. The investors of a Non-legal Person Venture Investment Enterprise may agree in the contract for Venture Investment Enterprise that the requisite¹³ investors specified¹⁴ in Article 7 shall undertake joint and several liability when the assets of the Non-legal Person Venture Investment Enterprise are insufficient¹⁵ to discharge the debts， and that the liability of other investors shall be limited to the amount of capital contribution to which they subscribed¹⁶.

　　The liability of each investor⁷ of a Venture Investment Enterprise that takes the organizational form of a company （Corporate¹⁷ Venture Investment Enterprises） shall be limited to the amount of capital contribution to which it subscribed.

　　Article 5　Venture Investment Enterprises shall abide¹⁸ by relevant Chinese laws and regulations， comply with foreign investment industrial policies， and may not prejudice the public interest of China. The legitimate¹⁹ business activities in China and lawful²⁰ rights and interests of Venture Investment Enterprises are protected by Chinese law.

　　PART TWO　ESTABLISHMENT AND REGISTRATION²¹

　　Article 6　The establishment of a Venture Investment Enterprise shall satisfy the following conditions：

　　1. the number of investors shall be more than two and less than 50， and there shall be at least one requisite investor as specified in Article 7；

　　2. the minimum amount of capital contribution to which the investors of a Non-legal Person Venture Investment Enterprise subscribed shall be US$10 million. The minimum amount of capital contribution to which the investors of a Corporate Venture Investment Enterprise subscribed shall be US$5 million. Except for the requisite investors specified in Article 7， the minimum amount of capital contribution to which each other investor subscribed may not be less than US$1 million. Foreign Investors shall make their capital contributions in a freely convertible²² currency， whereas Chinese Investors shall make their capital contributions in Renminbi；

　　3. having a clear organizational form；

　　4. having a clear and legitimate investment direction；

　　5. except where the Venture Investment Enterprise has entrusted²³ a venture investment management company to manage the business activities of the enterprise， the Venture Investment Enterprise shall have at least three professional management personnel with experience in venture investment business； and

　　6. other conditions stipulated²⁵ by laws and administrative²⁶ regulations.

　　Article 7　Requisite investors shall satisfy the following conditions：

　　1. having venture investment as its main line of business；

　　2. having cumulative²⁷ capital under its management of not less than US$100 million in the three years before the application， and at least US$ 50 million of which has been used for venture investment. Where the requisite investor is a Chinese investor， the requirements under this paragraph shall be： having cumulative capital under its management of not less than Rmb 100 million in the three years before the application， and at least Rmb 50 million of which has been used for venture investment；

　　3. having at least three professional management personnel with not less than three years experience in venture investment business；

　　4. if the affiliated²⁸ entity of one of the investors satisfies the afore-mentioned conditions， that investor may apply to become a requisite investor. For the purposes of this paragraph， the term “affiliated entity” shall refer to an entity controlled by that investor， or an entity that controls that investor， or another entity that is under the common control of an entity as that investor. For the purposes of this paragraph， the term “control” shall refer to the controlling party owns more than 50% of the voting rights of the controlled party；

　　5. the requisite investors and the afore-mentioned affiliated entity shall not have been prohibited by the judicial²⁹ authorities or other relevant regulatory authorities of their own countries from engaging in venture investment or investment and consultancy business， or subjected to penalty for reasons such as fraud；

　　6. the amount of capital contribution subscribed to and the actual amount of capital contributed by the requisite investors of a Non-legal Person Venture Investment Enterprise shall not be less than 1% of the total capital contribution subscribed to by all investors and 1% of the total actual amount of capital contribution respectively， and the requisite investors shall undertake joint and several liability for the debts of the Venture Investment Enterprise. The amount of capital contribution subscribed to and the actual amount of capital contributed by the requisite investors of a Corporate Venture Investment Enterprise shall not be less than 30% of the total capital contribution subscribed to by all investors and 30% of the total actual amount of capital contribution respectively.

　　Article 8　The establishment of a Venture Investment Enterprise shall be carried out in accordance with the following procedure：

　　1. the investors shall submit the application and relevant documents to the competent provincial-level foreign trade and economic cooperation department of the place where the proposed Venture Investment Enterprise is to be established；

　　2. the competent provincial-level foreign trade and economic cooperation department shall complete preliminary examination and report to the Ministry of Foreign Trade and Economic Cooperation （the Examination and Approval Authority） within 15 days of the date of receipt of all the submitted materials；

　　3. within 45 days of the date of receipt of all the submitted materials， the Examination and Approval Authority shall， after reaching agreement upon consultation³⁰ with the Ministry of Science and Technology， render its written decision on whether to give its approval. If it grants its approval， it will issue a Foreign-invested Enterprise Approval Certificate；

　　4. within one month of the date of receipt of the Foreign-invested Enterprise Approval Certificate issued by the Examination and Approval Authority， the Venture Investment Enterprise that has been approved to be established shall file an application for registration， on the strength of the Certificate， with the State Administration for Industry and Commerce or the provincial-level industry and commerce administrative department of the place with the authority to register foreign-invested enterprises （the Registration Authority）。

　　Article 9　When applying to establish a Venture Investment Enterprise， the following documents shall be submitted to the Examination and Approval Authority：

　　1. an application for establishment signed by the requisite investors；

　　2. the contract for， and the articles of association of， the Venture Investment Enterprise signed by all investors；

　　3. a written declaration of the requisite investors （the contents of the declaration shall include： the satisfaction of the qualification requirements specified in Article 7 by the investors， the authenticity³¹ of all the submitted materials， the strict adherence³² to the requirements hereof and in other laws and regulations of China by the investors）；

　　4. the legal opinion issued by a law firm regarding the legal existence of the requisite investors and that the afore-mentioned declaration has been duly authorized³³ and signed；

　　5. a description of the venture investment business of the requisite investors， a description of the capital under their management during the three years before the application， a description of the capital that they have invested， the résumés of their professional venture investment management personnel；

　　6. （photocopies³⁴ of） investors' registration certificates and （photocopies of） proof of their legal representatives' status as such；

　　7. the advance approval notice for the name of the Venture Investment Enterprise issued by the name registration authority；

　　8. if the qualification of a requisite investor is based on Paragraph Four of Article 7， the relevant materials regarding the affiliated entity that satisfies the qualification requirements shall also be submitted； and

　　9. other documents relevant to the application for establishment required by the Examination and Approval Authority.

　　Article 10　Venture Investment Enterprises shall annotate³⁵ the words ''Venture Investment'' in their names. No foreign-invested enterprises other than Venture Investment Enterprises may use the words ''Venture Investment'' in their names.

　　Article 11　When applying to establish a Venture Investment Enterprise， the following documents shall be submitted to the Registration Authority， and the applicant³⁶ shall be responsible for the authenticity and validity of such documents：

　　1. the application for registration of establishment signed by the chairman of the board or the responsible person of the joint management committee of the Venture Investment Enterprise；

　　2. the contract and articles of association， and the approval document and certificate issued by the Examination and Approval Authority；

　　3. the proof of lawful commencement of business or identity of the investors；

　　4. the proof of creditworthiness of the investors；

　　5. the appointment documents and proof of identity of the legal representative and the record filing documents for the personnel of the enterprise such as directors and managers；

　　6. the advance approval notice for the enterprise name； and

　　7. the proof of domicile or business site of the enterprise.

　　When applying to establish a Non-legal Person Venture Investment Enterprise， an applicant shall also submit the articles of association or partnership³⁷ agreement of the overseas requisite investors. Where there are investors specified in the Paragraph Four of Article 7 hereof in the enterprise， a letter of guarantee issued by the affiliated entity stating that it will undertake joint and several liability for the capital contribution of the investor shall also be submitted.

　　All of the above documents shall be in Chinese. If any document is in a foreign language， a standard Chinese translation shall be provided.

　　Where there are changes to the registered items of a Venture Investment Enterprise， the Venture Investment Enterprise shall apply to the original Registration Authority for registration of change.

　　Article 12　Corporate Venture Investment Enterprises that have been verified and approved by the Registration Authority will be issued an Enterprise Legal Person Business Licence. Non-legal Person Venture Investment Enterprises that have been verified and approved by the Registration Authority will be issued a Business Licence.

　　The Business Licence shall state the total amount of capital contribution subscribed to by the investors of the Non-legal Person Venture Investment Enterprise and the names of the requisite investors.

　　PART THREE　CAPITAL CONTRIBUTION AND RELEVANT CHANGES

　　Article 13　Capital contribution and relevant changes of investors of a Non-legal Person Venture Investment Enterprise shall comply with the following provisions：

　　1. investors may， according to the progress of venture investment， make their capital contribution in instalments within a maximum period of five years. The amount of capital contribution in each instalment shall be determined³⁸ independently by the Venture Investment Enterprise based on the contract for the Venture Investment Enterprise and the agreement it signed with its Investee¹⁰. Investors shall agree in the contract for the Venture Investment Enterprise on the liability and the relevant measures in case of failure of an investor to make capital contribution on time；

　　2. During the existence of a Venture Investment Enterprise， the investors may not reduce the amount of capital contribution to which they subscribed in general. If the reduction is agreed by the investors whose capital contributions account for more than 50% of the total amount of capital contribution and the requisite investors， and the Venture Investment Enterprise does not violate the requirement of the minimum amount of US$10 million subscribed capital， the investors may reduce the capital contribution to which they subscribed upon the approval of the Examination and Approval Authority （with the exception of the reduction of invested capital by the investors according to Item （5） of this Article or reduction of any unutilized subscribed capital after the expiry of the investment time period for the Venture Investment Enterprise）。 Under these circumstances， the investors shall stipulate²⁴ the conditions， procedures and methods for reduction of the amount of capital contribution to which they subscribed in the contract for the Venture Investment Enterprise；

　　3. During the existence of a Venture Investment Enterprise， no requisite investor may withdraw from the Venture Investment Enterprise. Where a requisite investor needs to withdraw in special circumstances， it shall obtain the consent of other investors whose capital contributions account for more than 50% of the total amount of capital contribution， and shall transfer its equity interests to a new investor that fulfils the requirements specified in Article 7. The contract for and articles of association of the Venture Investment Enterprise shall also be amended⁴⁰ accordingly and submitted to the Examination and Approval Authority for approval.

　　If another investor transfers its subscribed capital or contributed capital， such transfer shall be handled in accordance with the agreement in the contract for the Venture Investment Enterprise， and the transferee shall fulfil the relevant requirements specified in Article 6 hereof. The investors shall amend³⁹ the contract for and articles of association of the Venture Investment Enterprise accordingly， and shall submit them to the Examination and Approval Authority for record filing.

　　4. After a Venture Investment Enterprise has been established， if a new investor applies to join， such admission shall comply with these Provisions and the agreement in the contract for the Venture Investment Enterprise， and shall be consented to by the requisite investors. The contract for and articles of association of the Venture Investment Enterprise shall be amended accordingly and submitted to the Examination and Approval Authority for record filing.

　　5. The portion of the income derived⁴² from a sale or disposal in other ways by a Venture Investment Enterprise of its interest in an Investee that equals to the amount of its original capital contribution may be distributed directly to the investors. Such distribution shall constitute a reduction of invested capital by the investors. The Venture Investment Enterprise shall agree on the specific methods for such distribution in the contract for the Venture Investment Enterprise， and shall， at least 30 days prior to such distribution， submit to the Examination and Approval Authority and the local foreign exchange control authority a statement for record filing requesting for a corresponding reduction in the amount of capital contributed by the investors， and a proof that the unpaid⁴³ amount of capital contribution subscribed to by the investors of the Venture Investment Enterprise and the other funds held by the Venture Investment Enterprise at that time are at least equal to the investment obligations undertaken by the Venture Investment Enterprise at that time. However， such distribution may not be a defence for the Venture Investment Enterprise to a claim against any breach⁴⁴ of its investment obligations.

　　Article 14　When a Non-legal Person Venture Investment Enterprise applies to the Registration Authority for registration of change， the afore-mentioned record filing proof issued by the Examination and Approval Authority may be a substitute for the corresponding examination and approval document.

　　Article 15　After the investors of a Non-legal Person Venture Investment Enterprise have paid the capital contribution according to the progress of the venture investment， they shall handle the record filing procedures for the capital contribution at the original Registration Authority with the relevant capital contribution verification report. The Registration Authority shall annotate the amount of capital contribution actually paid-up to the column for the amount of capital contribution on the Business Licence based on the actual amount contributed.

　　Where a Non-legal Person Venture Investment Enterprise fails to pay or pay in full the capital contribution within the maximum investment period， the Registration Authority shall impose penalty in accordance with existing provisions.

　　Article 16　The capital contribution of investors of and the relevant changes in connection with Corporate Venture Investment Enterprises shall be handled in accordance with existing provisions.

　　PART FOUR　ORGANIZATION

　　Article 17　Non-legal Person Venture Investment Enterprises shall establish a joint management committee. Corporate Venture Investment Enterprises shall establish a board of directors. The constitution of the joint management committee or the board of directors shall be provided for by the investors in the contract for， and articles of association of， a Venture Investment Enterprise. The joint management committee or the board of directors shall manage the Venture Investment Enterprise on behalf of the investors.

　　Article 18　An operation and management organization shall be established under the joint management committee or board of directors. Such organization shall， within the authority stipulated in the contract for and articles of association of the Venture Investment Enterprise， be responsible for day-to-day operations and management and executing the investment decisions of the joint management committee or board of directors.

　　Article 19　The responsible person of the operation and management organization shall satisfy the following conditions：

　　1. having full capacity for civil acts；

　　2. having no criminal record；

　　3. having no record of improper⁴⁵ business operations；

　　4. having experience in the venture investment business and not having any record of conduct in breach of regulations； and

　　5. satisfying other conditions imposed by the Examination and Approval Authority relevant to operation and management qualifications.

　　Article 20　The operation and management organization shall periodically report on the following matters to the joint management committee or board of directors：

　　1. authorized major investment activities；

　　2. interim⁴⁶ and annual performance reports and financial reports；

　　3. other matters specified in laws and regulations； and

　　4. relevant matters specified in the contract for and articles of association of the Venture Investment Enterprise.

　　Article 21　The joint management committee or board of directors may elect not to establish an operation and management organization， but to confer the day-to-day operation authority on a venture investment management enterprise or another Venture Investment Enterprise for management. The venture investment management enterprise may be a Chinese-funded， foreign-funded or overseas venture investment management enterprise. Under these circumstances， the Venture Investment Enterprise and the venture investment management enterprise shall enter into a management contract to agree on their respective rights and obligations. The management contract will become effective after it has been consented to by all investors and approved by the Examination and Approval Authority.

　　Article 22　The investors of a Venture Investment Enterprise may provide in the contract for Venture Investment Enterprise for an internal gains distribution mechanism and award mechanism in accordance with international practice.

　　PART FIVE

　　VENTURE INVESTMENT MANAGEMENT ENTERPRISES

　　Article 23　The venture investment management enterprise entrusted to manage a Venture Investment Enterprise shall satisfy the following conditions：

　　1. its main line of business shall be the management of investment business of the entrusting⁴⁷ Venture Investment Enterprise；

　　2. having at least three professional management personnel with at least three years experience in venture investment business；

　　3. its registered capital or total amount of capital contribution shall not be less than Rmb one million or its equivalent in foreign exchange； and

　　4. having a sound internal control system.

　　Article 24　Venture investment management enterprises may take the organizational form of a company or a partnership.

　　Article 25　A venture investment management enterprise may be entrusted to manage more than one Venture Investment Enterprise.

　　Article 26　The venture investment management enterprise shall periodically report on the matters listed in Article 20 to the joint management committee or board of directors of the entrusting Venture Investment Enterprise.

　　Article 27　Establishment of foreign-invested venture investment management enterprises shall satisfies the conditions specified in Article 23 hereof， and shall be approved by the Examination and Approval Authority through the competent provincial-level foreign trade and economic cooperation department of the place where the proposed foreign-invested venture investment management enterprise is to be established. The Examination and Approval Authority shall， within 45 days of the date of receipt of all the submitted materials， render a written decision on whether to give its approval. If it grants its approval， it shall issue a Foreign-invested Enterprise Approval Certificate. The foreign-invested venture investment management enterprise that has been approved to be established shall， within one month of the date of receipt of the Foreign-invested Enterprise Approval Certificate issued by the Examination and Approval Authority， apply for registration with the Registration Authority on the strength of the Approval Certificate.

　　Article 28　When applying to establish a foreign-invested venture investment management enterprise， the following documents shall be submitted to the Examination and Approval Authority：

　　1. an application for establishment；

　　2. the contract for， and the articles of association of， the foreign-invested venture investment management enterprise；

　　3. （photocopies of） the investors' registration certificates and （photocopies of）　proof of the legal representatives' status as such； and

　　4. other documents relevant to the application for establishment required by the Examination and Approval Authority.

　　Article 29　Foreign-invested venture investment management enterprises shall annotate the words ''Venture Investment Management'' in their names. No foreign-invested enterprises other than foreign-invested venture investment management enterprises may use the words ''Venture Investment Management'' in their names.

　　Article 30　Overseas venture investment management enterprises that have been approved to accept entrustment⁴⁸ from Venture Investment Enterprises to engage in venture investment management business in China shall， within 30 days of the date of approval of the management contract， apply to the Registration Authority for business registration.

　　When applying for business registration， the overseas venture investment management enterprise shall submit the following documents and be responsible for the authenticity and validity of such documents：

　　1. the application for registration signed by the chairman of the board or the person with the authority to sign of the overseas venture investment management enterprise；

　　2. the operation and management contract and the approval document of the Examination and Approval Authority；

　　3. the articles of association or the partnership agreement of the overseas venture investment management enterprise；

　　4. the proof of lawful commencement of business of the overseas venture investment management enterprise；

　　5. the proof of creditworthiness of the overseas venture investment management enterprise；

　　6. the power of attorney for， the résumé and the proof of identity of， the responsible person for Chinese projects appointed by the overseas venture investment management enterprise； and

　　7. the proof of business site of the overseas venture investment management enterprise in China.

　　All of the above documents shall be in Chinese. If any document is in a foreign language， a standard Chinese translation shall be provided.

　　PART SIX　OPERATION AND MANAGEMENT

　　Article 31　Venture Investment Enterprises may engage in the following businesses：

　　1. using all of its own funds to make equity investment， including the forms of investment such as setting up new enterprises， investing in existing enterprises， accepting transfer of investors' equity interests of existing enterprises and other forms of investment permitted by the laws and regulations of the State；

　　2. providing venture investment consulting services；

　　3. providing management consulting services to its Investees； and

　　4. other business approved by the Examination and Approval Authority.

　　The funds of Venture Investment Enterprises shall be used mainly in equity investments in their Investees.

　　Article 32　Venture Investment Enterprises may not engage in the following activities：

　　1. investing in sectors⁴⁹ that are prohibited by the State to be invested by　foreign investors；

　　2. directly or indirectly⁵⁰ investing in publicly traded securities and corporate bonds， except for the shares held by the Venture Investment Enterprise after the listing of an Investee；

　　3. directly or indirectly investing in immovables not for its own use；

　　4. taking out loans and investing the proceeds；

　　5. investing funds that are not its own；

　　6. providing loans or security for another party， except for corporate bonds the term for which is at least one year and bonds that can be converted into Investee's equity， issued by an Investee of the Venture Investment Enterprise （this paragraph does not provide for whether the Investee may issue such bonds）； and

　　7. other activities that are prohibited by laws， regulations and the contract for the Venture Investment Enterprise.

　　Article 33　Investors shall agree on the time limit for external investment in the contract for the Venture Investment Enterprise.

　　Article 34　A Venture Investment Enterprise shall derive⁴¹ its income mainly from the sale or disposal in other ways of its equity in Investees. When a Venture Investment Enterprise sells or disposes in other ways of its equity in Investees， it may lawfully⁵¹ select an appropriate exit mechanism， including：

　　1. assigning all or part of the equity it holds in the Investee to other investors；

　　2. entering into an equity buyback agreement with the Investee， under which the Investee buys back， under set conditions， the equity held in it by the Venture Investment Enterprise according to law；

　　3. when the Investee satisfies the conditions for listing provided in laws and administrative regulations， it may apply to list on a domestic or foreign securities market； in such event， the Venture Investment Enterprise may transfer the shares it holds in the Investee through the securities market in accordance with the law； or

　　4. other methods permitted by Chinese laws and administrative regulations.

　　The specific measures for the buying back by Investees of the equity held in them by Venture Investment Enterprises shall be formulated separately by the Examination and Approval Authority in conjunction with the Registration Authority.

　　Article 35　Venture Investment Enterprises shall submit tax returns and pay tax according to the provisions of State tax law. In the case of a Non-legal Person Venture Investment Enterprise， investors may submit tax returns and pay enterprise income tax separately according to the relevant provisions of State tax law， or， the Non-legal Person Venture Investment Enterprise may submit an application and， upon approval， calculate and pay enterprise income tax jointly⁵² according to tax law.

　　The specific administrative procedures for levy⁵³ and collection of enterprise income tax of Non-legal Person Venture Investment Enterprises shall be issued separately by the State Administration of Taxation.

　　Article 36　Where profits and other gains that the Foreign Investors of a Venture Investment Enterprise are entitled to receive have to be remitted⁵⁵ abroad， the Venture Investment Enterprise shall remit⁵⁴ the funds abroad by depositing them into its foreign exchange account or purchasing foreign exchange at designated foreign exchange banks on the strength of the distribution resolution of the management committee or the board of directors， the auditor's report issued by an accounting⁵⁶ firm， proof of inflow of investment funds of Foreign Investors and capital contribution verification report， proof of tax payment and tax returns （if the enterprise is enjoying tax reduction or exemption⁵⁷， it shall provide certification of tax reduction and exemption issued by the tax authorities）。

　　The returned capital contribution to the Venture Investment Enterprise of the Foreign Investors may be remitted out of China by purchase of foreign exchange according to law. The opening and use of foreign exchange accounts， changes to capital and other matters regarding receipt and expenditure⁵⁸ of foreign exchange of Corporate Venture Investment Enterprises shall be handled in accordance with existing provisions on foreign exchange control. Provisions on foreign exchange control concerning Non-legal Person Venture Investment Enterprises shall be formulated separately by the State Administration of Foreign Exchange.

　　Article 37　The investors shall stipulate the term of the Venture Investment Enterprise in the contract therefor and the articles of association thereof. In general， the term shall not exceed 12 years. The term may be renewed upon expiration⁵⁹， subject to the approval of the Examination and Approval Authority.

　　A Venture Investment Enterprise may be dissolved， and its contract and articles of association terminated， ahead of schedule， subject to the approval of the Examination and Approval Authority. However， if all of the investments of a Non-legal Person Venture Investment Enterprise have been sold or disposed of in other ways， its debts have been discharged and its remaining property has been distributed to investors， it may enter into dissolution and termination procedures without the afore-mentioned approval， but the Non-legal Person Venture Investment Enterprise shall， within at least 30 days before the dissolution becomes effective， submit a written statement to the Examination and Approval Authority for record filing.

　　When a Venture Investment Enterprise is dissolved， it shall be liquidated⁶⁰ in accordance with the relevant provisions.

　　Article 38　A Venture Investment Enterprise shall， within 30 days of the date of completion of liquidation⁶¹， apply to the original Registration Authority for de-registration.

　　When applying for de-registration， the Venture Investment Enterprise shall submit the following documents and be responsible for the authenticity and validity of such documents：

　　1. the application for de-registration signed by the chairman of the board of directors， the responsible person of the joint management committee or the responsible person of the liquidation committee；

　　2. the resolution of the board of directors or the joint management committee；

　　3. the liquidation report；

　　4. the proof of de-registration issued by taxation authority and customs；

　　5. the approval document or record filing document of the Examination and Approval Authority； and

　　6. other documents required to be submitted according to laws and administrative regulations.

　　After the Registration Authority has verified and approved de-registration， the Venture Investment Enterprise shall terminate.

　　The joint and several liability undertaken by the requisite investors of a Non-legal Person Venture Investment Enterprise shall not be exempted⁶² as a result of termination of the Non-legal Person Venture Investment Enterprise.

　　PART SEVEN

　　EXAMINATION AND OVERSIGHT⁶³

　　Article 39　Investments of Venture Investment Enterprises within China shall be handled by reference to the provisions of the Guiding the Direction of Foreign Investment Provisions and Foreign Investment Industrial Guidance Catalogue.

　　Article 40　Where a Venture Investment Enterprise invests in an Investee that falls in the encouraged and permitted categories， it shall file a record with the local authorized foreign trade and economic cooperation department of the place where the Investee is located. The local authorized foreign trade and economic cooperation department shall， within 15 days of the date of receipt of the materials for record filing， complete examination and verification procedures for record filing and issue a foreign-invested enterprise approval certificate to the Investee. The Investee shall handle registration procedures with the Registration Authority on the strength of the foreign-invested enterprise approval certificate. The Registration Authority shall decide on whether to approve the registration in accordance with the provisions of the relevant laws and administrative regulations. If it grants its approval to register， it will issue a foreign-invested enterprise legal person business licence.

　　Article 41　Where a Venture Investment Enterprise invests in an Investee that falls in the restricted category， it shall apply to the authorized foreign trade and economic cooperation department of the place where the Investee is located and submit the following materials：

　　1. a declaration that the Venture Investment Enterprise has adequate funds for the investment；

　　2. （photocopies of） the approval certificate and the business licence of the Venture Investment Enterprise； and

　　3. the contract for and articles of association of the Investee， signed by the Venture Investment Enterprise （with other investors in the Investee）。

　　The competent provincial-level foreign trade and economic cooperation department shall， within 45 days of the date of receipt of the above application， render a written official reply on whether to give its approval. If it grants its approval， it will issue a foreign-invested enterprise approval certificate. The Investee shall apply to the Registration Authority for registration on the strength of the official reply and the foreign-invested enterprise approval certificate. The Registration Authority shall decide on whether to approve the registration according to the provisions of the relevant laws and administrative regulations. If it grants its approval to register， it will issue a foreign-invested enterprise legal person business licence.

　　Article 42　Where a Venture Investment Enterprise invests in a foreign investment project that falls into the service and trade area that is gradually opening up， the investment shall be examined and approved according to the relevant State provisions.

　　Article 43　An increase or transfer by a Venture Investment Enterprise of investment in its Investee shall be handled in accordance with the procedures stipulated in Articles 40， 41 and 42.

　　Article 44　The Venture Investment Enterprise shall， within one month after completing the procedures stipulated in Articles 40， 41， 42 and 43， file a record with the Examination and Approval Authority.

　　Article 45　The Venture Investment Enterprise shall also file a record on its fund raising and utilization⁶⁴ details of the previous year to the Examination and Approval Authority in March each year.

　　The Examination and Approval Authority shall， within five working days of the date of receipt of the materials for record filing， issue a record filing registration certificate. Such record filing registration certificate shall be one of the necessary materials for joint annual inspection⁶⁵ of the Venture Investment Enterprise. Where the afore-mentioned record filing requirements are not fulfilled， the Examination and Approval Authority shall impose a corresponding penalty after consultation with the relevant departments of the State Council.

　　Article 46　If the ratio of the actual capital contribution of the Foreign Investors of the investing Venture Investment Enterprise or the ratio of the total investment of the Foreign Investors of the investing Venture Investment Enterprise is at least 25% of the registered capital of the Investee， the Investee shall be entitled to the relevant preferential treatment for foreign-invested enterprises. If the ratio of the actual capital contribution of the Foreign Investors of the investing Venture Investment Enterprise or the ratio of the total investment of the Foreign Investors of the investing Venture Investment Enterprise is at least 25% of the registered capital of the Investee， such Investee shall not be entitled to the relevant preferential treatment for foreign-invested enterprises.

　　Article 47　After an established domestic enterprise having Chinese natural person investor（s） is invested in by a Venture Investment Enterprise and converted into a foreign-invested enterprise， it may continue to maintain the shareholder（s）' status of its original Chinese natural person investor（s）。

　　Article 48　If a responsible person of the operation and management organization of a Venture Investment Enterprise or a responsible person of a venture investment management enterprise carries out an illegal operation， his liability shall be pursued in accordance with the law and， if the circumstances are serious， he may not continue to engage in venture investment and related investment management activities.

　　PART EIGHT　SUPPLEMENTARY⁶⁷ PROVISIONS

　　Article 49　The investment in， and establishment of， Venture Investment Enterprises in mainland China by investors from the Hong Kong Special Administrative Region， the Macao Special Administrative Region and the Taiwan region shall， mutatis mutandis， be handled in accordance with these Provisions.

　　Article 50　The Ministry of Foreign Trade and Economic Cooperation， the Ministry of Science and Technology， the State Administration for Industry and Commerce， the State Administration of Taxation and the State Administration of Foreign Exchange are in charge of interpreting these Provisions.

　　Article 51　These Provisions shall be implemented⁶⁸ as of 1 March 2003. The Establishment of Foreign-funded Venture Investment Enterprises Tentative Provisions issued by the Ministry of Foreign Trade and Economic Cooperation， the Ministry of Science and Technology and the State Administration for Industry and Commerce on 28 August 2001 shall be repealed⁶⁹ simultaneously⁷⁰.

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