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Foreign-funded enterprises shall submit the following documents (in triplicate, 7 working days) to enable an alteration to the enterprise:
1. Application for an alteration signed by the chairman of the Board and attached with the seal of the enterprise;
2. When the alteration should be passed by the Board according to the articles of association of the enterprise, minutes of Board meetings or the Board resolution (Alterations in equity share and investment volume, merger and split of the enterprise, revision of the contract and the articles of association, and premature termination of the enterprise shall not be considered as valid without unanimous approval of the Board);
3. Original copy of the Approval Certificate and valid photocopy of the Business License;
4. Other supplementary documents deemed necessary by the approving authority.
Documents needed may vary according to different types of alteration
1. Change of the enterprise name: Notice of Approval for of the change;
2. Change of the address: documents pertinent to the change of address (e.g. Certificate of Property Right, lease contract);
3. Change in the investment volume: asset valuation report, audit report. If the enterprise uses profits after tax as investment, certificate of tax payment should be provided.
4. Change in equity share:
A. Modification in the contract and articles of association
B. Equity assignment agreement signed by the assignor and assignee and agreed by other investors by endorsement or in other written forms. The assignment agreement shall comprise the following contents: a) Basic information of the assignor and the assignee.
b) Number of shares consigned and their value
c) Terms and deadlines for the assignment
d) Rights and responsibilities of the assignee
e) Liability for the breach of the agreement
f) Applicable laws and solutions to disputes
g) The effective and expiration date of the agreement
h) The time and place in which the agreement is signed.
C. Audit report of the enterprise
D. Comments on the change of equity share from the authorities directly supervising the Chinese investors
E. In case the equity share change involves state-owned investment of the Chinese party, asset valuation report must be provided by the state-owned asset valuation agency and be certified by State Asset Administration;
F. Business permit, personal identification certificate and financial standing certificate of the assignee
G. Names, personal identification certificates and letter of appointment of the new Board members
5. Change in the scope of business: Feasibility Study Report and audit report
6. Extension of the operation term: audit report
7. Premature termination and expiration of the enterprise: Board resolution (comprising the procedure and principle for liquidation, names of the members of the liquidation committee, debts and creditor's rights) and audit report
8. Modification of the contract and the articles of association: the modified terms agreed and signed by the legal representatives (or trustees) of all the investors;
9. Merger of the enterprise with other economic entities: the following documents are required:
A. The application and agreement for the merger signed by the legal representatives of the involved enterprises. The merger agreement shall comprise the following items:
a. The names, abodes and legal representatives of the involved enterprises
b. The name, abode and legal representative of the merged enterprise
c. The total investment volume and registered capital of the merged enterprise
d. The means of merger
e. Inheritance of the debts and creditor's rights of the involved enterprises
f. Relocation of the staff and workers
g. Liability for the breach of the agreement
h. Other items deemed necessary by the involved parties.
B. Resolution to merge made by the top authorities of the involved enterprises;
C. Contracts and articles of association of the involved enterprises;
D. Photocopies of the approval certificate and the business license of the involved enterprises;
E. Asset valuation report by legitimate asset valuation agencies for the involved enterprises;
F. Assets inventory and balance sheet of the involved enterprises;
G. Audit report of the involved enterprises for the previous year;
H. Names of the creditors of the involved enterprises
I. Contract and articles of association of the merged enterprise
J. Names of the members of the top authorities of the merged enterprise
K. Other supplementary documents deemed as necessary by the approval-giving authority
10. For split of the enterprise, the following documents are required:
A. The application to split the enterprise signed by the legal representative of the enterprises.;
B. The resolution of the top authorities of the enterprise to split
C. The split agreement signed by newly-established enterprises deriving from the split (hereafter referred to as new enterprises). The split agreement shall comprise the following items: a. The names, abodes and legal representatives of the new enterprises;
b. The total investment volume and registered capital of the new enterprises;
c. The means of split;
d. Distribution plan of the original assets by the new enterprises;
e. Inheritance plan of the debts and creditor's rights of the new enterprises;
f. Relocation of the staff and workers;
g. Liability for the breach of the agreement;
h. The way to solve disputes;
i. The time and place in which the agreement is signed;
j. Other items deemed necessary by the involved parties.
D. Contracts and articles of association of the original enterprise
E. The Approval Certificate and photocopies of the Business License of the original enterprise F. Asset valuation report by Chinese legitimate asset valuation agencies for the original enterprise
G. The assets inventory and balance sheet of the original enterprise
H. Names of the creditors of the original enterprise
I. Contract and articles of association of the new enterprise
J. Names of the members the top authorities of the new enterprise
K. Other supplementary documents deemed as necessary by the approval-giving authority
Note: Alterations in enterprises that are established under the approval of the district authorities and those located outside Xiamen Island shall be subject to the approval of the foreign economic department of the district government. After obtaining approval from the district, the enterprise shall go to the Foreign Investment Bureau and replace their old Approval Certificate for a new one (the new Approval Certificate will be issued within 7 working days). |