Domestic private equity funds investing in overseas non-financial enterprises shall implement the Measures for the Administration of Overseas Investment No.5 of the Ministry of Commerce in 2009. Where domestic private equity funds invest in overseas financial enterprises, the relevant provisions of China Banking Regulatory Commission shall apply. Here we introduce the investment in overseas non-financial enterprises.

I. Authority for examination and approval

Article 6 When an enterprise conducts overseas investment under the following circumstances, it shall submit application materials in accordance with Article 12 of these Measures and submit them to the Ministry of Commerce for examination and approval in accordance with Article 13 of these Measures:

(a) overseas investment in countries that have not established diplomatic relations with China;

(2) Overseas investment in specific countries or regions (the specific list shall be determined by the Ministry of Commerce in conjunction with the Ministry of Foreign Affairs and other relevant departments);

(3) Overseas investment with a Chinese investment of US$ 6,543.8 billion or more;

(four) overseas investment involving the interests of many countries (regions);

(five) the establishment of overseas special purpose companies.

Article 7 Where a local enterprise conducts overseas investment under the following circumstances, it shall submit application materials in accordance with the requirements of Article 12 of these Measures, and submit them to the provincial commerce authorities for approval in accordance with the provisions of Article 14:

(1) Overseas investment with Chinese investment of more than US$ 65.438+million and less than US$ 65.438+0 billion;

(2) Overseas investment in energy and minerals;

(3) Overseas investment that requires domestic investment.

Article 8 When an enterprise makes overseas investment outside the circumstances specified in Articles 6 and 7 of these Measures, it must submit an Application Form for Overseas Investment (hereinafter referred to as the Application Form, see Annex 2 for the style) and conduct examination and approval according to the provisions of Article 16.

Article 9 Under any of the following circumstances, the Ministry of Commerce and the provincial commerce authorities shall not approve the overseas investment of enterprises:

(a) endangering China's national sovereignty, security and social interests, or violating the laws and regulations of China;

(two) damage my relationship with the relevant countries (regions);

(three) may violate the international treaties concluded by China;

(4) Technologies and goods prohibited from export in China.

Second, the application materials

Article 12 An enterprise undertaking overseas investment under the circumstances specified in Articles 6 and 7 of these Measures shall submit the following materials:

(1) An application, the main contents of which include the name, registered capital, investment amount, business scope, operating period, description of the source of investment funds, specific investment contents, equity structure, analysis and evaluation of investment environment, and descriptions of situations not listed in Article 9 of these Measures, etc. ;

(2) A copy of the business license of the enterprise;

Articles of association of overseas enterprises and relevant agreements or contracts;

(four) the approval or filing documents of the relevant state departments;

(5) For M&A's overseas investment, submit the Pre-Report Form of Overseas M&A Matters (see Annex 3 for the style);

(six) other documents required by the competent department.

Third, the application process

Article 13 If an enterprise conducts overseas investment as stipulated in Article 6, the central enterprise shall apply to the Ministry of Commerce, and the local enterprise shall apply to the Ministry of Commerce through the local provincial commerce department.

After receiving the application, the provincial commerce department shall, within 10 working days (excluding the time for soliciting the opinions of the embassy (consulate)), conduct a preliminary examination on the authenticity of the application materials of the enterprise and whether it involves the circumstances listed in Article 9 of these Measures, and submit the preliminary examination opinions and all the application materials to the Ministry of Commerce after the examination and approval.

The Ministry of Commerce shall decide whether to accept the application within 5 working days after receiving the application from the provincial competent commercial department or the central enterprise. If the application materials are incomplete or do not meet the statutory form, the applicant shall be informed at one time within 5 working days; After acceptance, the decision whether to approve or not shall be made within 15 working days (excluding the time for soliciting the opinions of the embassy (consulate) (commercial office).

Fourteenth enterprises to carry out overseas investment as stipulated in Article 7, apply to the provincial commerce department.

After receiving the application, the provincial commerce department shall decide whether to accept it within 5 working days. If the application materials are incomplete or do not meet the statutory form, the applicant shall be informed at one time within 5 working days; After acceptance, the decision whether to approve or not shall be made within 15 working days (excluding the time for soliciting the opinions of the embassy (consulate) (business office).

Article 15 The overseas investment stipulated in Articles 6 and 7 shall be approved in writing by the Ministry of Commerce and the provincial competent commercial department, and shall be certified. If it is not approved, it shall notify the applicant enterprise in writing and explain the reasons, informing it that it has the right to apply for administrative reconsideration or bring an administrative lawsuit according to law.

Sixteenth enterprises to carry out overseas investment as stipulated in Article 8 shall be examined and approved according to the following procedures:

The central enterprise headquarters fills in the printed application form as required through the "system" and submits it to the Ministry of Commerce for approval. Local enterprises fill out printed application forms according to the requirements through the "system" and report them to the provincial commerce authorities for approval.

After receiving the application form, the Ministry of Commerce and the provincial competent commerce department shall review it within 3 working days. If the application form is complete and conforms to the statutory form, a certificate will be issued.

Article 17 Where two or more enterprises jointly invest to establish an overseas enterprise, the relatively largest shareholder shall be responsible for the examination and approval procedures after obtaining the written consent of other investors. The Ministry of Commerce or the provincial competent commercial department where the relative largest shareholder is located shall copy the relevant approval documents to the provincial competent commercial department where other investors are located.

Article 18 When approving the exploration and development of overseas-invested mineral resources, the Ministry of Commerce or the provincial-level competent department of commerce shall solicit the opinions of relevant domestic chambers of commerce and associations as a reference for approval.