Circular on the Operating Guidelines for Issues Relevant to Requests for Confirmation of Capital Verification Required in the Re-investment of Foreign-invested Companies with an Investment Nature
外商投资性公司再投资所涉验资询证有关问题操作指引的通知
After the foreign-invested company with an investment nature has converted the lawful income derived in China into an increment in registered capital, it may re-invest the same in an enterprise in China.
(Issued by the State Administration of Foreign Exchange on March 29 2011.)
(国家外汇管理局于二零一一年三月二十九日发布。)
Hui Zi Han [2011] No.7
汇资函【2011】7 号
Operating Guidelines are hereby formulated for relevant matters in order to further clarify the procedures for the approval involved when foreign-invested companies with an investment nature make domestic investments and for the request for the verification of the capital of their investee enterprises. They are hereby issued to you, please implement accordingly.
为进一步明确外商投资性公司境内投资所渉核准和其所投资企业的验资询证手续，特制订有关事项的操作指引。现发给你们，请遵照执行。
Pursuant to relevant provisions of the Supplementary Provisions on the Investment in, and Establishment of, Companies with an Investment Nature (Order of Mofcom [2006] No.3), when a foreign-invested company with an investment nature re-invests lawful income derived in China (including renminbi profits, capital reductions, liquidation, capital withdrawals, equity transfers, early investment recovery or other lawful income derived in China) in an enterprise in China, the exchange control bureau of the place where the foreign-invested company with an investment nature is located shall first issue a capital-account foreign exchange transaction approval document for a foreign investor increasing the registered capital of the company in question using renminbi profits or other such lawful income derived in China (Re-investment Approval Document).
根据《商务部关于外商投资举办投资性公司的补充规定》（商务部令【2006】第3 号）的有关规定，外商投资性公司以境内合法所得（含人民币利润、减资、清算、撤资、转股、先行回收投资或其他合法境内所得等）再投资境内企业时，均先由外商投资性公司所在地外汇局出具境外投资者以人民币利润等境内合法所得增加该公司注册资本的资本项目外汇业务核准件（以下简称再投资核准件）。
Once the foreign-invested company with an investment nature has converted the lawful income derived in China into an increment in registered capital, it may then re-invest the same in an enterprise in China in accordance with relevant regulations.
外商投资性公司将境内合法所得转增为注册资本后，可以按相关法规再投资境内企业。
When the foreign-invested company with an investment nature re-invests in the enterprise in China, the exchange control bureau of the place where the investee enterprise is located may carry out the relevant procedures for registration of a request for confirmation of capital verification on the strength of an accounting firm's work liaison letter and application for a request for confirmation of capital verification (inward type), Letter of Request for Confirmation of the Capital Contribution of a Foreign Investor, a photocopy of the Re-investment Approval Document and other such documents and shall, in a timely manner, fax the Inquiry Letter Concerning Re-investment by a Foreign-invested Company with an Investment Nature of Lawful Income Derived in China (“Inquiry Letter”; see Appendix 1) to the exchange control bureau of the place where the foreign-invested company with an investment nature is located.
外商投资性公司再投资境内企业时，再投资企业所在地外汇局可凭会计师事务所工作联系函及验资询证申请（流入类）、《外国投资者出资情况询证函》、再投资核准件复印件等文件，办理相应的验资询证登记手续，并应将“外商投资性公司境内合法所得再投资询证查询函”（以下简称询证查询函，见附件1）及时传真至外商投资性公司所在地外汇局。
The exchange control bureau of the place where the foreign-invested company with an investment nature is located shall, within two working days after receipt of the Inquiry Letter, complete a Reply to an Inquiry Concerning Re-investment by a Foreign-invested Company with an Investment Nature of Lawful Income Derived in China (“Inquiry Reply”; see Appendix 2) and respond.
外商投资性公司所在地外汇局收到询证查询函后2 个工作日内应填写“外商投资性公司境内合法所得再投资询证查询回函”（以下简称询证查询回函，见附件2）并回复。
Once the exchange control bureau of the place of the re-investment receives the Inquiry Reply, it shall carry out the relevant procedures for registration of a request for confirmation of capital verification in accordance with current provisions in a timely manner.
再投资所在地外汇局收到询证查询回函后，按现行规定及时办理相应的验资询证登记手续。
When a foreign-invested company with an investment nature wishes to re-invest lawful income derived in China in another enterprise in China, the foreign-invested company with an investment nature or the foreign-invested enterprise in the place where the lawful income was derived may, after duly carrying out the capital increase and re-investment approval procedures, directly transfer the funds to the enterprise in China requiring the re-investment.
外商投资性公司将境内合法所得再投资境内其他企业的，在办妥转增资和再投资核准手续后，可由外商投资性公司或其境内合法所得来源地的外商投资企业将资金直接划转至所需再投资的境内企业。
When an enterprise in China in which a foreign-invested company with an investment nature has re-invested wishes to remit foreign exchange profits back to the foreign-invested company with an investment nature, it may carry out the transfer procedures directly with a designated foreign exchange bank on the strength of the Foreign Exchange Registration Certificate for a Foreign-invested Enterprise, profit distribution resolution of the board of directors and proof of tax payment, etc.
clp reference:3800/11.03.29prc reference:汇资函[2011]7号promulgated:2011-03-29外商投资性公司再投资的境内企业将外汇利润汇回外商投资性公司的，可持《外商投资企业外汇登记证》、董事会利润分配决议书和完税证明等直接在外汇指定银行办理划转手续。
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