Circular on Matters Concerning the Examination and Approval of Foreign-invested Venture Capital Investment Enterprises and Venture Capital Investment Management Enterprises

(Issued by the Ministry of Commerce on, and effective as of, March 5 2009.)

Shang Zi Han [2009] No.9

Competent commerce departments of provinces, autonomous regions, municipalities directly under the central government, cities with independent development plans, Harbin, Changchun, Shenyang, Jinan, Nanjing, Hangzhou, Guangzhou, Wuhan, Chengdu, Xi'an and the Xinjiang Production and Construction Corp, and state-level economic and technology development zones:

With a view to further transforming governmental functions, standardising the examination and approval of foreign investment and improving work efficiency, we hereby notify you on matters concerning the examination and administration of foreign investment in the venture capital investment sector as follows:

1. Competent commerce departments of provinces, autonomous regions, municipalities directly under the central government, cities with independent development plans, Harbin, Changchun, Shenyang, Jinan, Nanjing, Hangzhou, Guangzhou, Wuhan, Chengdu, Xi'an and the Xinjiang Production and Construction Corp (Provincial-level Competent Commerce Departments), and state-level economic and technology development zones shall be responsible in accordance with the law for the examination and administration of the establishment of and changes to foreign-invested venture capital investment enterprises and foreign-invested venture capital investment management enterprises with total capital of US$100 million or less.

2. Provincial-level Competent Commerce Departments and state-level economic and technology development zones shall conduct their examinations in strict accordance with the requirements of the Provisions for the Administration of Foreign-invested Venture Capital Investment Enterprises and relevant state laws, regulations and policies, and render their written decisions granting or withholding approval within 30 days from the date of receipt of all of the submitted materials. With respect to applications for the establishment of foreign-invested venture capital investment enterprises, the comments of the science and technology administration department at the same level shall be sought in writing. If approval is granted, the Provincial-level Competent Commerce Department or state-level economic and technology development zone shall issue a Certificate for Approval of a Foreign-invested Enterprise, complete a Form for the Record Filing of the Particulars of a Foreign-invested Venture Capital Investment Enterprise (see the Annex) and promptly submit the same to the Ministry of Commerce through the System for the Administration of Foreign-invested Enterprises through Examination and Approval for record filing at one time.

3. Subsequent changes in the particulars (other than single increases in the capital of foreign-invested venture capital investment enterprises exceeding US$100 million or changes in the necessary investors) of foreign-invested venture capital investment enterprises and foreign-invested venture capital investment management enterprises whose establishment was approved by the Ministry of Commerce shall be subject to the examination and approval of the Provincial-level Competent Commerce Department or state-level economic and technology development zone.

4. A Provincial-level Competent Commerce Department or state-level economic and technology development zone may not further delegate its examination and approval to another local department and shall report problems encountered in the course of examination and administration to the Ministry of Commerce in a timely manner. If regulations are violated in the course of examination and approval, the Ministry of Commerce will, depending on the circumstances, circulate a notice of criticism or even recover its examination and administration authority.

5. A venture capital investment enterprise shall complete a Form for the Record Filing of the Particulars of a Foreign-invested Venture Capital Investment Enterprise and report details such as its raising and use of funds for the preceding year to the Provincial-level Competent Commerce Department or state-level economic and technology development zone in March of each year. The Provincial-level Competent Commerce Department or state-level economic and technology development zone shall issue a proof of record filing that shall serve as one of the examination materials when the venture capital investment enterprise participates in the joint annual inspection. Provincial-level Competent Commerce Departments and state-level economic and technology development zones shall summarise the information and submit it to the Ministry of Commerce in May.

6. This Circular shall be effective as of the date of issuance.

Annex

Form for the Record Filing of the Particulars of a Foreign-invested Venture Capital Investment Enterprise (omitted)