Measures for the Reporting of foreign Investmnet

Measures for the Reporting of Foreign Investment Information

Chapter I General Provisions

Article 1 For the purposes of further expanding the opening up, raising the level of promotion, protection and administration of foreign investment, improving foreign investment policies and measures, and improving the business environment, these Measures are developed in accordance with the Foreign Investment Law of the People's Republic of China and the Regulation on the Implementation of the Foreign Investment Law of the People's Republic of China.

Article 2 Where foreign investors carry out investment activities directly or indirectly within China, foreign investors or foreign-funded enterprises shall report investment information to commerce departments in accordance with these Measures.

Article 3 The Ministry of Commerce shall be responsible for making overall planning on and guiding the reporting of foreign investment information nationwide.

Commerce departments of local people's governments at and above the county level, as well as relevant institutions in pilot free trade zones and national economic and technological development zones shall take charge of the reporting of foreign investment information within their respective regions.

Article 4 Foreign investors or foreign-funded enterprises shall report investment information to commerce departments through the enterprise registration system and the National Enterprise Credit Information Publicity System.

Market regulatory departments shall forward the aforesaid investment information reported by foreign investors or foreign-funded enterprises to commerce departments in a timely manner.

The Ministry of Commerce shall establish a foreign investment information reporting system to receive and process in a timely manner investment information forwarded by market regulatory departments as well as information shared by departments, among others.

Article 5 The State Administration for Market Regulation shall make overall planning on and guide the construction of the national enterprise registration system and the National Enterprise Credit Information Publicity System, so as to guarantee the reporting of foreign investment information.

Article 6 Commerce departments and market regulatory departments at all levels shall effectively coordinate work. Commerce departments shall provide special guidance on the reporting of investment information by foreign investors and foreign-funded enterprises.

Article 7 Foreign investors or foreign-funded enterprises shall report investment information in a timely manner under the principles of veracity, accuracy and integrity, and the reports submitted shall not contain false or misleading information or material omissions.

Chapter II Reporting Entities, Content and Methods

Article 8 Foreign investors or foreign-funded enterprises shall report investment information through such methods as submitting initial reports, modification reports, deregistration reports and annual reports in accordance with the provisions of these Measures.

Article 9 A foreign investor who forms a foreign-funded enterprise within China shall submit an initial report through the enterprise registration system when undergoing formation registration of the foreign-funded enterprise.

A foreign investor that acquires a domestic non-foreign-funded enterprise by equity merger shall submit an initial report through the enterprise registration system when undergoing modification registration of the acquired enterprise.

Article 10 A foreign investor that submits an initial report shall submit the basic information of the enterprise, information on investors and their actual controllers, investment trading information and other information.

Article 11 In the case of any modification of the information in the initial report, which involves the enterprise's modification registration (recordation), the foreign-funded enterprise shall submit the modification report through the enterprise registration system when undergoing the enterprise's modification registration (recordation).

Where the enterprise's modification registration (recordation) is not involved, the foreign-funded enterprise shall submit a modification report through the enterprise registration system within 20 working days after the occurrence of the modification. If an enterprise makes a resolution on the modification according to its bylaws, the time when it makes the resolution shall be taken as the time of occurrence of the modification; and if it is otherwise prescribed in the laws and regulations with respect to the conditions for the entry into force of any modification, the time when the corresponding requirements are met shall be the time of occurrence of the modification.

A listed foreign-funded company and a company quoted in the National Equities Exchange and Quotations may, when the change of foreign investors' shareholding ratio accumulatively exceeds 5% or the foreign party's controlling or relatively controlling status changes, report the information on the modification of investors and the shares held by them.

Article 12 A foreign-funded enterprise submitting a modification report shall report the basic information of the enterprise, information on investors and their actual controllers, investment trading information and other information.

Article 13 Where a foreign-funded enterprise is deregistered or transformed into a wholly Chinese-owned enterprise, the deregistration report shall be deemed to have been submitted after the completion of enterprise deregistration or enterprise modification registration, and relevant information shall be forwarded by the market regulatory department to the commerce department, and the foreign-funded enterprise is not required to submit such information separately.

Article 14 A foreign-funded enterprise shall submit its annual report for the previous year through the National Enterprise Credit Information Publicity System from January 1 to June 30 each year.

A foreign-funded enterprise formed in the current year shall submit its annual reports from the year immediately after the year of its formation.

Article 15 A foreign-funded enterprise submitting annual reports shall report the basic information of the enterprise, information on investors and their actual controllers, information on the enterprise's business operation and assets and liabilities, and other information, and shall also submit information on the obtainment of the relevant industry permit if special administrative measures for foreign investment access are involved.

Article 16 The specific content of the initial report, modification report, and annual report, among others, shall be determined according to the principle of necessity and in light of the actual conditions of foreign investment and the provisions on enterprise registration and publicity of enterprise information, and be released by the Ministry of Commerce in the form of announcement.

Chapter III Information Sharing, Publicity and Correction

Article 17 Commerce departments and relevant departments shall establish a foreign investment information sharing mechanism according to the needs of the information reporting work.

Unless it is otherwise prescribed by any law or administrative regulation, foreign investment information obtained by the relevant departments in the performance of duties shall be shared with the commerce department in a timely manner.

Article 18 Where the investment information submitted by foreign investors or foreign-funded enterprises should be publicized in accordance with the Interim Regulation on Enterprise Information Publicity, or if foreign investors or foreign-funded enterprises agree to publicize the investment information, such information shall be publicized through the National Enterprise Credit Information Publicity System and the foreign investment information reporting system.

Article 19 Where a foreign investor or foreign-funded enterprise finds that it fails to report, reports erroneous, or omits the relevant investment information, it shall make supplements or correction in a timely manner. A foreign-funded enterprise shall supplement or correct the publicized information in its annual report as listed in Article 9 of the Interim Regulation on Enterprise Information Publicity in accordance with the relevant provisions of this Regulation.

Where the commerce department finds that a foreign investor or foreign-funded enterprise fails to report, reports erroneous, or omits the relevant information, the commerce department shall notify the foreign investor or foreign-funded enterprise of making supplements or correction within 20 working days.

Where the correction involves publicized c matters, the information before and after the correction shall be publicized at the same time.

Chapter IV Supervision and Administration

Article 20 Commerce departments shall supervise and inspect the compliance with these Measures by foreign investors and foreign-funded enterprises.

Commerce departments may, in conjunction with the relevant departments, conduct inspection by random inspection, inspection based on reports, inspection according to the suggestions of or information provided by relevant departments or judicial organs, and conduct supervision and inspection by initiating inspection based on functions and powers and other methods.

Article 21 A commerce department that supervises and inspects the performance of the information reporting obligation by foreign investors or foreign-funded enterprises by conducting random inspection shall randomly select the inspectees and randomly assign law enforcement inspectors, and the matters under random inspection and the investigation and handling results shall be publicized through the publicity platform of the foreign investment information reporting system in a timely manner.

A citizen, legal person or any other organization that finds any violation of these Measures committed by any foreign investor or foreign-funded enterprise may file a report with the commerce department. If a report is made in writing against a specific person and relevant facts and evidence are provided, the commerce department shall legally handle the report in a timely manner upon receipt of the report.

Where any other relevant department or judicial organ finds in the performance of its duties that any foreign investor or foreign-funded enterprise has any violation of these Measures, it may offer suggestions on supervision and inspection to the commerce department, and the commerce department shall legally handle them in a timely manner upon receipt of relevant suggestions.

Where a foreign investor or foreign-funded enterprise fails to make a report according to the provisions of these Measures, or has the record of making a false report, failing to cooperate with supervision and inspection, or refusing to implement the administrative punishment decision made by the commerce department, the commerce department may initiate inspection according to its functions and powers.

Article 22 Commerce departments may conduct supervision and inspection by on-site inspection, written inspection and other methods, and may, as required, obtain information from other departments to verify whether the investment information submitted by foreign investors or foreign-funded enterprises is true, accurate, complete and up-to-date. Commerce departments may, in accordance with the law, consult or require the inspectees to provide the relevant materials, and the inspectees shall cooperate with the inspection and provide the required materials in a truthful manner.

Article 23 In conducting supervision and inspection, commerce departments shall not impede the normal production and business activities of the inspectees, and shall not accept the property or services provided by the inspectees, or seek other illicit benefits.

Article 24 Commerce departments and market regulatory departments shall legally protect the trade secrets of foreign investors and foreign-funded enterprises to which they have access in the performance of their duties.

Chapter V Legal Liability

Article 25 Where a foreign investor or foreign-funded enterprise fails to report the investment information according to the requirements of these Measures and fails to make supplements or correction in accordance with Article 19 of these Measures after being notified by the commerce department, the commerce department shall order the violator to take corrective action within 20 working days; if the violator fails to take corrective action within the prescribed time limit, the violator shall be fined not less than 100,000 yuan but not more than 300,000 yuan, or shall be fined not less than 300,000 yuan but not more than 500,000 yuan if it fails to take corrective action within the prescribed time limit and falls under any of the following circumstances:

(1) The foreign investor or foreign-funded enterprise deliberately evades the performance of the information reporting obligation, or conceals true information or provides misleading or false information when reporting information.

(2) The important information reported by the foreign investor or foreign-funded enterprise in respect of the industry it belongs to, whether the special administrative measures for foreign investment access are involved, information on the enterprise's investors and their actual controllers is erroneous.

(3) A foreign investor or foreign-funded enterprise violates again the relevant requirements of these Measures within two years after receiving any administrative punishment due to the failure to report investment information according to the requirements of these Measures.

(4) Any other serious circumstance determined by the commerce department.

Article 26 The commerce department shall include the information on the failure of foreign investors or foreign-funded enterprises to perform the information reporting obligation which they have obtained in supervision and inspection in the foreign investment information reporting system, and improve credit supervision in accordance with the provisions of the state on credit system building.

Where a foreign investor or foreign-funded enterprise receives any administrative punishment by the commerce department for any violation of the information reporting obligation, the commerce department may publicize the relevant information on the publicity platform of the foreign investment information reporting system and include it in the credit information system in accordance with the relevant provisions of the state.

Commerce departments may share with market supervision, foreign exchange, customs, tax and other relevant departments the information on the performance of the information reporting obligation by foreign investors and foreign-funded enterprises as well as the corresponding administrative punishments imposed on them.

Article 27 Where a foreign investor or a foreign-funded enterprise is of the opinion that the relevant information records on the publicity platform of the foreign investment information reporting system are incomplete or erroneous, it may provide the relevant certification materials and apply to the commerce department for correction. Correction shall be made upon verification.

Where a foreign investor or foreign-funded enterprise has not committed any new violation of the information reporting obligation within one year after correcting its violation of law or fulfilling relevant obligations, it may apply to the commerce department for removing the relevant information records in the publicity platform of the foreign investment information reporting system, and such information records shall be removed upon verification.

Chapter XI Supplementary Provisions

Article 28 Where a foreign-funded enterprise invests (including multi-layer investment) in the formation of an enterprise within China, after it undergoes registration and recordation and submits the information on annual reports to the market regulatory department, the relevant information shall be forwarded to the commerce department by the market regulatory department. The aforesaid enterprise is not required to submit such information separately.

Article 29 Where a foreign-funded investment company, venture capital enterprise or investment-focused partnership forms an enterprise within China, it shall report investment information by reference to the provisions of Chapter II of these Measures.

Article 30 For non-corporate foreign investment, the foreign investor shall report investment information by reference to the provisions of Chapter II of these Measures, unless that the relevant information can be obtained through inter-departmental information sharing.

Article 31 Where the formation, modification or deregistration of an enterprise is subject to the licensing of the competent industry department as prescribed by laws and administrative regulations, the foreign investor or foreign-funded enterprise shall submit the relevant approval documents when filing an application for registration with the market regulatory department.

Article 32 These Measures shall apply to foreign investors' investment in banking, securities, insurance and other financial industries within China.

Article 33 These Measures shall apply, mutatis mutandis, to the reporting of information on investment made by investors from the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region, and investment made by Chinese citizens residing abroad.

Article 34 These Measures shall be subject to interpretation by the Ministry of Commerce and the State Administration for Market Regulation.

Article 35 These Measures shall come into force on January 1, 2020, upon which the Interim Measures for the Recordation Administration of the Formation and Modification of Foreign-funded Enterprises shall be repealed. 

(All information published in this website is authentic in Chinese. English is provided for reference only. )