1, application

Examination and approval authority for foreign capital mergers and acquisitions: The examination and approval authority for foreign capital mergers and acquisitions is the Ministry of Commerce of People's Republic of China (PRC) or the provincial foreign trade department. The registration authority is People's Republic of China (PRC) State Administration for Industry and Commerce or its authorized local administration for industry and commerce. Documents to be submitted for foreign equity merger and acquisition: (1) The shareholders of the merged domestic limited liability company unanimously agree to the equity merger and acquisition of foreign investors, or the shareholders' meeting of the merged domestic limited liability company agrees to the equity merger and acquisition of foreign investors; (2) An application for merger and acquisition of a domestic company as a foreign-invested enterprise according to law; (3) The contract and articles of association of the foreign-invested enterprise established after the merger; (4) An agreement for foreign investors to purchase the equity of shareholders of domestic companies or subscribe for capital increase of domestic companies; (5) The financial audit report of the merged domestic company in the latest fiscal year; (six) the identity certificate or business certificate and credit certificate of the investor; (7) Description of the enterprise invested by the merged domestic company; (8) Business licenses (photocopies) of the merged domestic companies and their invested enterprises; (9) The employee placement plan of the merged domestic company; (10) Agreement on the disposal of creditor's rights and debts of the merged domestic company; (1 1) Report on matters involving excessive concentration: (12) The business scope, scale, land use right and other relevant license documents of the foreign-invested enterprise established after the merger with other relevant government departments.

2. Examination and approval: If the examination and approval of the new certificate does not involve too concentrated matters, the examination and approval authority shall decide whether to approve or not within 30 days from the date of receiving all the submitted documents.

3. Foreign exchange registration of equity merger and acquisition: go through foreign exchange registration formalities at the place where the equity transferor is located, and issue foreign exchange registration certificates for foreign investors who have paid the consideration for equity merger and acquisition.

4. Change registration and establishment

After the equity merger, the merged domestic company applies to the original registration authority for change registration, obtains the business license of the foreign-invested enterprise, and submits the following documents: (1) Application for change registration; (two) the shareholders' meeting (shareholders' meeting) resolution on equity transfer or capital increase made by the merged domestic company in accordance with the Company Law of People's Republic of China (PRC) and the articles of association; (3) An agreement for foreign investors to purchase the equity of shareholders of domestic companies or subscribe for capital increase of domestic companies; (4) The revised articles of association or amendments to the original articles of association and the contracts of foreign-invested enterprises that need to be submitted according to law; (5) The approval letter of the foreign-invested enterprise; (six) the identity certificate or business certificate and credit certificate of the foreign investor; (7) The revised list of the board of directors, the documents recording the names and domiciles of the newly-added directors, and the appointment documents of the newly-added directors; (8) Other relevant documents and certificates as stipulated by the State Administration for Industry and Commerce. (9) When transferring state-owned shares and foreign investors subscribe for capital increase of state-owned companies, they shall also submit the approval documents of the competent economic and trade department.

5. Within 30 days from the date of obtaining the business license of the foreign-invested enterprise, the investor shall go through the registration formalities with the relevant departments such as taxation, customs, land management and foreign exchange management.

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