(a) to bid for a production-oriented overseas enterprise, the organizer shall submit a project application and feasibility study report to the competent department (the district (city) county-owned enterprise shall be examined and approved by the district (city) county planning commission, and then reported to the municipal planning commission for examination and approval, and the contract and articles of association shall be reported to the municipal foreign economic and trade commission for examination and approval; Projects that belong to the examination and approval authority of the relevant state ministries and commissions shall be declared by the Municipal Planning Commission and the Municipal Foreign Economic and Trade Commission respectively. With part or all of the state-owned assets, the organizer shall, after the project application and feasibility study report are approved, go through the procedures of state-owned assets evaluation and capital contribution approval at the Municipal State-owned Assets Administration Bureau, and then declare the contract and articles of association.
To bid for an overseas enterprise engaged in trade, project contracting and labor cooperation, the organizer shall have the right to operate the business approved by the state, and its feasibility study report, contract and articles of association shall be examined and approved by the Municipal Foreign Economic and Trade Commission or submitted to the Ministry of Foreign Trade and Economic Cooperation for examination and approval according to the examination and approval authority.
(2) The organizer shall go through the formalities of foreign exchange transfer, state-owned assets registration, financial registration, taxation, commodity inspection, customs and personnel dispatch with the approval documents of the Municipal Foreign Economic and Trade Commission or the Ministry of Foreign Trade and Economic Cooperation.
(3) An overseas enterprise approved to be established shall go through the registration formalities in the host country (region) in time, and submit a copy of the relevant overseas registration documents to the competent department, the Municipal Foreign Economic and Trade Commission, the State-owned Assets Administration Bureau and the Finance Bureau for the record within two months from the date of registration. In the case of registration in the name of an individual, the representative shall complete the relevant legal procedures of asset ownership with the domestic investment unit before registration.
(4) The overseas enterprise changes its investment amount, investment proportion or share transfer, partners, modes of cooperation, modes of operation, business scope, operating period, enterprise name, etc. , the organizer shall report to the original examination and approval authority for approval, and handle the relevant domestic and foreign change procedures in time. Article 6 According to the principle of "who invests, who manages and who is responsible", overseas enterprises are supervised and managed by domestic investment units and are responsible for maintaining and increasing the value of state-owned assets. Article 7 An overseas enterprise shall implement an operating mechanism of independent accounting, independent operation, self-financing, self-restraint and self-development. After the establishment of overseas enterprises, they should register with the Economic and Commercial Counsellor's Office of our local embassy (consulate) in time and accept their coordinated management. Article 8 The highest authority of an overseas enterprise is the board of directors.
(1) The board of directors is composed of shareholder units according to the shareholding ratio. The board of directors of overseas Chinese-funded enterprises shall be established by the investment unit, and the chairman shall be elected by the board of directors (designated by the institution or department authorized by the state to invest from among the board members).
(2) The board of directors is the decision-making body of the enterprise, which decides the development direction, business strategy and benefit distribution of the enterprise, decides the general manager, and is responsible for reviewing the annual financial budget, final accounts and work plan of the company.
(III) The chairman is the convener of the board of directors, whose duties are to preside over the meetings of the board of directors, represent the shareholders' rights and interests when the board of directors is not in session, supervise and help the general manager to implement the resolutions of the board of directors, and supervise the assets of shareholders and the company. In principle, the chairman is not resident abroad and does not participate in the daily operation and management of the company, but he should regularly visit and supervise overseas enterprises.
(IV) The general manager is appointed by the board of directors. Under the leadership of the board of directors, he is responsible for formulating and presiding over the implementation of the company's business strategic objectives and management system, and is fully responsible for the personnel, finance and management of the enterprise. Article 9 Management of State-owned Assets of Overseas Enterprises
(1) The state-owned assets of overseas enterprises include:
1, the state-owned assets in all assets (liquidity, fixed assets and other property rights, etc.). ) distributed by domestic investment units to overseas enterprises;
2. The after-tax profits of wholly foreign-owned enterprises and the after-tax profits of joint ventures and cooperative enterprises come from China's state-owned assets;
3. Enterprises accept Chinese donations, sponsorship or other forms of state-owned assets;
4. Other assets that should be owned by the state.
(2) The organizer must determine the person in charge of the state-owned assets of overseas enterprises and handle the necessary ownership certificates of domestic and overseas assets. The person in charge is responsible for maintaining and increasing the value of state-owned assets. At the time of change, the organizer shall determine the successor and handle the legal procedures for the handover of domestic and foreign assets in time.
(3) When an overseas enterprise is newly established, the organizer must remit the funds or send the equipment and materials as Chinese investment after the Chinese personnel arrive at the location of the overseas enterprise.
(four) overseas enterprises should regularly check the assets belonging to the Chinese side, generally once a year. The main contents of assets and capital verification are to check property, clear profits and losses, verify rights and interests, register property rights, improve accounts and improve rules and regulations. The results of asset evaluation or liquidation shall be made and notarized by domestic and foreign certified public accountants (auditors) firms as the basis of state-owned assets of enterprises.
(5) An overseas enterprise shall not subscribe for shares or purchase real estate with its assets in its own name. Under special circumstances, subject to the approval of the board of directors, the parties and the domestic investment unit shall go to the registered law firm to handle the legal documents of property ownership, and make it clear that the property under the name of the individual belongs to the investment unit. The originals of all legal documents shall be submitted to the investment unit for preservation.
(6) Overseas enterprises and expatriates shall not engage in speculative risk transactions such as stocks, foreign exchange, gold, real estate and futures with enterprise assets without authorization.