Pudong New Area of Shanghai Municipality, Trial Measures for the Establishment of Foreign-invested Equity Investment Management Enterprises

上海市浦东新区设立外商投资股权投资管理企业试行办法

The Measures lay down the criteria and procedures for establishment of a foreign-invested equity investment management enterprise in Pudong.

Clp Reference: 2300/09.06.02 Promulgated: 2009-06-02 Effective: 2009-06-02

Pu Fu Zong Gai [2009] No.2

浦府综改 〔2009〕 2号

(Issued by the Pudong New Area People's Government on June 2 2009 and effective as of the date of issuance until June 30 2010.)

Article 1: These Trial Measures have been formulated pursuant to the Circular on Matters such as the Business Registration of Equity Investment Enterprises in Shanghai (Hu Jin Rong Ban Tong [2008] No.3) in order to attract foreign equity investment capital and encourage the establishment by foreign investors of foreign-invested equity investment management enterprises in Pudong New Area.

(浦东新区人民政府于二零零九年六月二日发布，自发布之日起实施至2010年6月30日止。)

Article 2: For the purposes of these Trial Measures, the term “foreign-invested equity investment management enterprise” means an enterprise invested in and established in Pudong New Area in the form of a Sino-foreign equity joint venture, Sino-foreign co-operative joint venture or wholly foreign-owned enterprise by a foreign company, enterprise, or other economic organisation or individual that, upon appointment by an equity investment enterprise, engages in equity investment management as its main business.

Article 3: To establish a foreign-invested equity investment management enterprise, the following conditions shall be satisfied:

第一条 为吸引境外股权投资资本，鼓励外国投资者在浦东新区设立外商投资股权投资管理企业，根据《关于本市股权投资企业工商登记等事项的通知》（沪金融办通〔2008〕3号），制定本试行办法。

(1) the foreign-invested equity investment management enterprise shall have at least one investor (shareholder) the scope of business of which, or the scope of business of an affiliate of which, covers equity investment or equity investment management business;

for the purposes of these Trial Measures, the term “affiliate” means an entity that controls or is controlled by, or under common control by another entity with, the investor; the term “control” means that the controlling party holds more than 50% of the voting rights in the controlled party;

第二条 本试行办法所称的外商投资股权投资管理企业是指由外国公司、企业和其他经济组织或个人以中外合资、中外合作和外商独资形式在浦东新区投资设立的，受股权投资企业委托，以股权投资管理为主要经营业务的企业。

(2) at the time of application for establishment, the foreign-invested equity investment management enterprise shall have at least two members of senior management personnel who satisfy both of the following conditions:

(a) having at least two years of experience in the equity investment or equity investment management business; and

第三条 设立外商投资股权投资管理企业应当具备下列条件：

(b) having at least two years of experience serving in a senior management position;

(3) a foreign-invested equity investment management enterprise shall be established in the form of a limited liability company. Its registered capital shall not be less than US$2 million, at least 20% of which shall be paid in within three months from the date of issuance of the business licence and the remainder of which shall be paid in, in full, within two years.

（一）外商投资股权投资管理企业应至少拥有一个投资者（股东），该投资者或其关联实体的经营范围涵盖股权投资或股权投资管理业务。

Article 4: The industry designator in the name of a foreign-invested equity investment management enterprise may be indicated as “equity investment management” and its scope of business shall be “engagement in investment management and related consulting service business upon appointment by an equity investment enterprise”. An existing foreign-invested enterprise that satisfies the conditions may be converted into a foreign-invested equity investment management enterprise.

Article 5: The establishment of or conversion into foreign-invested equity investment management enterprises shall be handled in accordance with current administrative examination and approval procedures of Pudong New Area. The Pudong New Area Economic Commission, Financial Service Office and the Pudong New Area Branch of the Shanghai Municipal Administration for Industry and Commerce shall be responsible for the examination and approval, registration, administration and monitoring of foreign-invested equity investment management enterprises in accordance with the law within their respective purviews.

本试行办法所称的关联实体是指该投资者控制的某一实体、或控制该投资者的某一实体、或与该投资者共同受控于某一实体的另一实体。控制是指控制方拥有被控制方超过50%的表决权。

Article 6: Business registration and tax registration by foreign-invested equity investment management enterprises in Pudong New Area during the year in question shall be handled with reference to relevant policies of the Pudong New Area, Implementing Measures for Promoting the Development of Equity Investment Enterprises and Equity Investment Management Enterprises (Hu Pu Fa Gai Jing Tiao [2008] No.784).

Article 7: The establishment of equity investment management enterprises in Pudong New Area by companies, enterprises, other economic organisations and individuals from Hong Kong, Macao and Taiwan shall, mutatis mutandis, be handled in accordance with these Trial Measures.

（二）外商投资股权投资管理企业在申请设立时，应当拥有两名以上同时具备下列条件的高级管理人员：

Article 8: These Trial Measures shall be effective as of the date of issuance until June 30 2010.

clp reference:2300/09.06.02/SHprc reference:浦府综改 〔2009〕 2号promulgated:2009-06-02effective:2009-06-02

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