在中国（投资指南）（英文版）

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内容简介

1．2．3 Procedure The acquisition must be approved by the MOFCOM or its local offices at provincial level． Pursuant to the 2006 M&A Regulation，an application for approval of an Equity Acquisition must include the following documents： 一Unanimous consent from the target company’S shareholders(in the case of limited liability companies)or a resolution from the target company’S general shareholders’meeting approving the proposed acquisition(in the case of companies limited by shares)． ——Application from the target company for its conversion into an FIE． 一Articles of association and／or joint venture contract for the FIE after the acquisition． 一Share transfer agreement or agreement for increased share capital sub— scription． 一Target company’S audited financial report for the previous financial year． ——Certified true copy of the certificate of incorporation of the investor ， dulV notarized and legalized at the Chinese consulate or,if the investor is an individual，a copy of his passport． 一Bank reference 1etter． 一Target company’S employee relocation plan． 一Other documents as may be required by the approval authority relat— ing to the company’S worth，debts and affiliated disposal transactions· In the case of an Asset Acquisition，the necessary application documents for approval from MOFCOM or its local offices include： ——Resolution of the governing body of the target company agreemg to the sale of assets． 一Application from the foreign investor to set up an FIE． 一Articles of association and／or joint venture contract for the FIE after the acquisition． ——Asset purchase agreement． ——Proof of publication of the public notice by the target company to its creditors． —Certified true copy of the certificate of incorporation of the investor,I duly notarized and legalized at the Chinese consulate or，if the investor is an individual，a copy of his passport． —Target company’employee relocation plan． 一Other documents as may be required by the approval authority relat- lng to the company’S worth，debts and affiliated disposal transactions． Under Chinese law，the relevant approval authority must issue its deci- slon on the acquisition within 30 days of receiving all the necessary docu- mentation． Once the approval authority has approved the acquisition，in the case of an Asset Acquisition，the foreign investor must，within 30 days of receipt 0f the approval certificate，apply for commercial registration with the competent AIC·In the case of an Equity Acquisition． the target company must apply for registration modification at its governing AIC branch or other competent AIC(if the original AIC branch is not competent to process registration 0f the FIE)． Furthermore．the MOFCOM at State level is responsible for approving acquisitions involving key industries， national economic stability or the trans． fer of effective control of well—known trademarks or trade names．MOFCOM approval at State level must also be obtained fbr the acquisition of a domestic company by a Chinese company using an offshore vehicle． Moreover，if the proposed acquisition leads to any of the following scenarios，the foreign investor is obliged to report to the MOFCOM and the SAIC for an antitrust review。： 一Any of the parties to the acquisition has a turnover in the Chinese mar． ket during the year of the acquisition exceeding RMB 1．5 billion． 一The foreign investor has acquired more than ten enterprises in related industries in China in one year． 一Any of the parties to the acquisition has a market share of no less than 20％in the Chinese market；or —The acquisition will result in a party to the acquisition having a market share of 25％in China． Following a request by a competing domestic enterprise or a relevant…… P143-144