境外并购法律程序英文.doc

Legal Procedure of Overseas M&A
I．Examination and approval procedure of overseas M&A
1．Submitting a written information report to the National Development and Reform Commission(NDRC), and obtaining relevant conformation letter.
2．Making a preliminary report on overseas M&A by enterprises to the Ministry of Commerce(MOFCOM) and the State Administration of Foreign Exchange(SAFE)
3．Applying to SAFE for risk examination of foreign exchange involved in investment and examination of foreign exchange funds resources
4.　Applying to NDRC for verification and approval of investment abroad projects
5．Applying to MOFCOM or local MOFCOM for verification and approval
6．Going through the registration and outward remittance procedures of the foreign exchange funds involved in investment with SAFE or local SAFE
7．Going through the registration of property rights with the State-owned
8．Applying to NDRC and SAFE for examination and approval for using foreign exchange funds during the preliminary stage.
II．Interior decision-making procedures of companies
1．Making a proposal of investment abroad and a feasibility study report, appraising the feasibility study report.
2．Making a resolution by the board of directors or the shareholders’ meeting, the shareholders’ general meeting
III、Relevant laws and regulations
Company Law of the People's Republic of China（revised）

Verification and Approval of Overseas Investment Projects Tentative Administrative Procedures

Procedures for the Administration of the Foreign Exchange Involved in Investment Abroad

Circular of the Ministry of Commerce and the State Administration of Foreign Exchange on Printing and Distributing the “Reporting System in Preliminary Stage on Merger and Acquisition Abroad by Enterprises”

Regulations on Verification and Approval of Investment abroad for Establishing Enterprises

Detailed Rules on Verification and Approval of Investment abroad for Establishing Enterprises

Circulars of the General Office of the Ministry of Commerce on starting to apply the “Approval Certificates for Investment abroad of the People’s Republic of China”

Detailed Rules for the Implementation of Procedures for the Administration of the Foreign Exchange Involved in Investment Abroad

Supplementary Circular on the “Procedures for the Administration of the Foreign Exchange Involved in Investment Abroad”

Circulars of the State Administration of Foreign Exchange on Relevant Issues Concerning Simplification of the Examination of Foreign Exchange Funds Sources involved in Overseas investment

Circulars of the State Administration of Foreign Exchange on Relevant Issues Concerning Further Deepening the Reform of Foreign Exchange Administration of Investment Abroad

Provisional Measures on Governing Overseas State-owned Assets

Provisional Measures on Governing Registration of Property Rights of Overseas State-owned Assets

Circulars on Printing and Distributing the “Detailed Rules on the Implementation of the Temporary Measures on Governing Registration of Property Rights of Overseas State-owned Assets”

Regulations on Internal Accountant Controlling ——Investment abroad(for Trial Implementation)