Legislation roundup: FIE laws, record filing and backdoor listing
September 15, 2016 | BY
Katherine Jo &clp articles &The NPC and MOFCOM have expanded the record filing regime for FIEs nationwide, and the CSRC has clarified definitions of changes in control of listed companies
Foreign Investment
Standing Committee of the National People's Congress, Decision on Revising Four Laws, Including the «PRC Wholly Foreign-owned Enterprise Law»
The Standing Committee of the National People's Congress has decided that the establishment of, and changes to, foreign-invested enterprises and Taiwan-invested enterprises that do not involve the implementation of special administrative measures for access specified by the state will change from being subject to administration by way of examination and approval to administration by way of record filing. This signifies that the pre-access national treatment and negative list administration model will no longer be limited solely to the pilot free trade zones, but will be implemented nationwide.
See the digest for more details.
Ministry of Commerce, Tentative Measures for the Administration of the Record Filing of the Establishment of, and Changes to, Foreign-invested Enterprises (Draft for Comments)
Where the establishment of, or changes, to a foreign-invested enterprise does not involve the implementation of special administrative measures for access (the negative list) specified by the state, such enterprise will not be subject to examination and approval, and will only be required to fill in and submit an application form and relevant documents online and carry out the establishment or amendment record filing procedures through the record filing system. The record filing authority will complete the record filing within three working days, post the record filing results on the record filing system and notify the foreign-invested enterprise or its investors thereof online.
Further reading
Capital Markets
China Securities Regulatory Commission, Decision to Amend the «Measures for the Administration of Material Asset Restructurings by Listed Companies»
The Decision improves the criteria for determining restructurings and listings, provides greater detail on the criteria for determining changes in the control of listed companies, improves the metrics for determining the scale of assets purchased and expressly specifies that the period for the “cumulatively first-time principle” is 60 months. The 60-month period does not apply to restructurings of companies listed on second boards or where the assets purchased are in the specific industries of finance and venture capital. In these two circumstances, the accumulation will continue on the existing basis.
Further reading
Foreign Investment
Standing Committee of the National People's Congress, Decision on Revising Four Laws, Including the «PRC Wholly Foreign-owned Enterprise Law»
The Standing Committee of the National People's Congress has decided that the establishment of, and changes to, foreign-invested enterprises and Taiwan-invested enterprises that do not involve the implementation of special administrative measures for access specified by the state will change from being subject to administration by way of examination and approval to administration by way of record filing. This signifies that the pre-access national treatment and negative list administration model will no longer be limited solely to the pilot free trade zones, but will be implemented nationwide.
See the digest for more details.
Ministry of Commerce, Tentative Measures for the Administration of the Record Filing of the Establishment of, and Changes to, Foreign-invested Enterprises (Draft for Comments)
Where the establishment of, or changes, to a foreign-invested enterprise does not involve the implementation of special administrative measures for access (the negative list) specified by the state, such enterprise will not be subject to examination and approval, and will only be required to fill in and submit an application form and relevant documents online and carry out the establishment or amendment record filing procedures through the record filing system. The record filing authority will complete the record filing within three working days, post the record filing results on the record filing system and notify the foreign-invested enterprise or its investors thereof online.
Further reading
Capital Markets
China Securities Regulatory Commission, Decision to Amend the «Measures for the Administration of Material Asset Restructurings by Listed Companies»
The Decision improves the criteria for determining restructurings and listings, provides greater detail on the criteria for determining changes in the control of listed companies, improves the metrics for determining the scale of assets purchased and expressly specifies that the period for the “cumulatively first-time principle” is 60 months. The 60-month period does not apply to restructurings of companies listed on second boards or where the assets purchased are in the specific industries of finance and venture capital. In these two circumstances, the accumulation will continue on the existing basis.
Further reading
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