Restrictions and process of acquisition of Chinese enterprises by foreign capital

I.   Overview of mergers and acquisitions by foreign-invested enterprises

A foreign-invested enterprise is an enterprise established in China in accordance with the provisions of the Law of the People's Republic of China on Foreign Investment, which is jointly invested by a Chinese investor and a foreign investor or invested only by a foreign investor.

The mergers and acquisitions of foreign-invested enterprises referred to in this article refers to the behavior involving changes in the equity of foreign-invested enterprises, including both the mergers and acquisitions of foreign-invested enterprises by domestic enterprises that result in the equity of the domestic enterprises containing all or part of the shareholders of the foreign-invested enterprises, and the mergers and acquisitions of foreign-invested enterprises by domestic enterprises that result in changes in the equity of the foreign-invested enterprises themselves.

POINT 1 


Mergers and acquisitions of domestic enterprises by foreign- invested enterprisesWith regard to mergers and acquisitions of domestic enterprises by foreign-invested enterprises, according to the Ministry of Commerce's Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (as amended in 2009), foreign investors may carry out mergers and acquisitions in two ways, namely, by way of equity mergers and acquisitions and by way of asset mergers and acquisitions. The former means that a foreign investor purchases the equity of the shareholders of a domestic non-foreign-invested enterprise (hereinafter referred to as the "domestic company") or subscribes to the capital increase of the domestic company, so as to change the domestic company into a foreign-invested enterprise; the latter means that the foreign investor establishes a foreign-invested enterprise and purchases the assets of the domestic enterprise through the agreement of the enterprise and operates the assets, or The latter refers to the establishment of a foreign-invested enterprise by a foreign investor and the purchase of the assets of the domestic enterprise through the agreement of the enterprise and the operation of the assets, or the purchase of the assets of the domestic enterprise by a foreign investor through the agreement of the enterprise and the operation of the assets. Meanwhile, Article 57 of the Provisions states that investors from Hong Kong, Macao and Taiwan merging and acquiring enterprises in other parts of the territory shall refer to the Provisions. Therefore, in China, mergers and acquisitions carried out by investors from Hong Kong, Macao and Taiwan on domestic enterprises also fall into the category of foreign- invested mergers and acquisitions.

POINT 2

 

Mergers and acquisitions of foreign-invested enterprises by domestic enterprises

With regard to the merger and acquisition of a foreign-invested enterprise by a domestic enterprise, according to Article 2 of the Certain Provisions on Changes in Equity Interests of Investors in Foreign-Invested Enterprises, any of the following situations requires a change in equity interests, which shall be approved by the approving authority and registered by the registering authority:


1.  Transfer of equity shares by agreement between investors in the enterprise;

2.  An enterprise investor transfers equity to its affiliates or other transferees with the consent of the investors of the other parties;

3.     The enterprise investor agreement to adjust the registered capital of the enterprise leads to a change in the equity of each investor;

4.  An enterprise investor pledges its equity to a creditor with the consent of the other investors, and the pledgee or beneficiary acquires the investor's equity in accordance with the provisions of the law and the contract;

5.    If an investor in an enterprise becomes bankrupt, dissolved, revoked, suspended or dies, its heirs, creditors or other beneficiaries acquire the investor's equity in accordance with the law;

6.  If an investor in an enterprise merges or splits up, its successor after the merger or split-up shall succeed to the original investor's equity in accordance with the law;

7.   If an investor in an enterprise fails to fulfill its obligation to make capital contributions as stipulated in the


enterprise's contract and articles of association, the investor shall be replaced or the equity interest changed with the approval of the original approving authority.

Upon completion of the above shareholding change, the domestic enterprise becomes a shareholder of the foreign- invested enterprise. As for the specific approval procedures, the author will express them in detail later.

II.   Restrictions relating to mergers and acquisitions of foreign-invested enterprises

According to the relevant provisions of the Certain Provisions on Changes in Equity Interests of Investors in Foreign-Invested Enterprises, China's restrictions on  foreign-invested enterprises are mainly reflected in the following aspects:

POINT 1

 

Requirements for the qualification and nature of investors

 

1.  Foreign-funded enterprises

 

A foreign-funded enterprise is an enterprise established in China in accordance with the relevant laws of China, the entire capital of which is invested by foreign investors, excluding branches of foreign enterprises and other economic organizations in China.


According to Article 4 of the Certain Provisions on Changes in Equity Interests of Investors in Foreign Invested Enterprises, an enterprise that becomes a foreign-funded enterprise as a result of a change in equity interests must also comply with the conditions for the establishment of a foreign-funded enterprise as stipulated in the Rules for the Implementation of the Law of the People's Republic of China on Foreign-Funded Enterprises (as amended in 2014). That is, according to Article

5 of the Implementing Rules, an application for the establishment of a foreign-funded enterprise shall not be approved if any of the following circumstances apply:

(1)   Those that jeopardize China's sovereignty or the public interest of society;

(2)  Endangering China's national security;

 

(3)  Violating Chinese laws and regulations;

 

(4)  Those that do not meet the requirements of China's national economic development;

(5)  May cause environmental pollution.

 

 

 

2.  State-owned enterprises

 

According to Article 4 of the Certain Provisions on Changes in


Equity Interests of Investors in Foreign-Invested Enterprises, in industries where state-owned assets are required to be in a controlling or dominant position, a change in equity interests shall not result in a controlling or dominant position being held by a foreign investor or a non-Chinese state-owned enterprise.

POINT 2

 

Requirements of industrial policy

 

1.    In accordance with the Catalogue for the Guidance of Industries for Foreign Investment, the change of equity shall not result in the foreign investor holding the entire equity of the enterprise in industries that do not allow wholly foreign- owned operations.

According to the relevant provisions of the Catalogue for the Guidance of Foreign Investment Industries (revised in 2017), China's restrictions and prohibitions on foreign-invested enterprises are mainly as follows:

(1)  Industries with restrictions on foreign investment include 35 items, and some of the key industries are listed below.

Industry 01: Manufacture of complete automobiles and special- purpose vehicles


Industry Restrictions: The Chinese party's shareholding shall not be less than 50%, and the same foreign investor may establish two or less joint ventures in China to produce the same type of vehicle (passenger cars and commercial vehicles), such as the joint merger with the Chinese joint venture partner of other domestic automobile manufacturers and the establishment of joint ventures to produce pure electric vehicle products may not be subject to the restriction of two.

Industry 02: Telecommunications Company

 

Industry Restrictions: Limited to businesses that are open to WTO commitments, value-added telecommunication business (no more than 50% foreign investment, except for e-commerce), basic telecommunication business (Chinese party holding).

Industry 03: Banking

 

Industry restriction: A single foreign financial institution and its controlled or jointly controlled affiliates shall not invest more than 20% of its shareholding in a single Chinese- funded commercial bank as a promoter or strategic investor, and multiple foreign financial institutions and their controlled or jointly controlled affiliates shall not invest more than 25% of their shareholding in aggregate as promoters or strategic investors.


Industry 04: Insurance Companies

 

Industry restrictions: no more than 50% foreign investment in life insurance companies

Industry 05: Public air transportation companies

 

(Industry restriction: Chinese party holding, and the investment ratio of a foreign investor and its affiliates shall not exceed 25%, and the legal representative must have Chinese nationality)

Industry 06: Market Research

 

Industry Restrictions: Limited to joint ventures and cooperation, of which Chinese control is required for radio and television listening and viewing surveys;

Industry 07: Construction and operation of civil airports

 

Industry Restrictions: Relatively Controlled by Chinese Parties

 

In addition, the industries required to be controlled by the Chinese side include: securities companies; securities investment fund management companies; futures companies; breeding of new crop varieties and seed production; special and scarce coal exploration and mining; printing of publications; the design, manufacture and repair of ships (including subsections); shipping agency; design, manufacture and repair


of mainline and regional airplanes, design and manufacture of helicopters of 3-ton class and above, ground, surface effects vehicle manufacturing and design and manufacturing of drones and floatation vehicles; construction and operation of movie theaters; performance agencies; construction and operation of nuclear power plants; construction and operation of power grids; construction and operation of gas, heat and water supply and drainage networks in cities with a population of 500,000 or more; construction and operation of mainline railroad road networks; railroad passenger transportation companies; domestic water transportation companies, etc.

(2)  Prohibited foreign investment industries include 28 items, and some of the key industries are listed as follows

China's rare and unique precious and excellent varieties of research and development, breeding, planting, and the production of related breeding materials (including planting, animal husbandry, aquaculture, excellent genes); rare earth exploration, mining, ore dressing; postal companies, letters of the domestic express delivery business; human stem cells, gene diagnosis and treatment technology development and application; Internet news and information services, network publishing services, network audio-visual program services, Internet access service business premises, Internet culture business


(except music), Internet public release information services.

 

 

 

2.  Negative list of FTAs

 

The Special Administrative Measures for Foreign Investment Entry in Pilot Free Trade Zones (Negative List) (2017 Edition), published on June 16, 2017, provides for 95 special administrative measures for foreign investment entry that are not in line with the principle of national treatment and other principles, and implements a nationally unified negative list system for market access as of July 10, 2017, which applies to pilot free trade zones.

POINT 3

 

Proportionality limits for changes in shareholding

 

According to Article 5 of the Certain Provisions on Changes in Equity Interests of Investors in Foreign-Invested Enterprises, unless the foreign investor transfers all of its equity interests to the Chinese investor, a change in the equity interests of an enterprise investor shall not result in the foreign investor's investment ratio being less than 25% of the registered capital of the enterprise.

POINT 4


Limitations on the ratio of total investment to registered capital

In addition to industry restrictions and industry-specific restrictions on equity ratios, according to Article 19 of the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, foreign-invested enterprises established after mergers and acquisitions shall be subject to an upper limit on the total amount of investment in accordance with the following ratios:

1.  If the registered capital is less than 2.1 million dollars, the total investment shall not exceed 10/7 of the registered capital;

2.   If the registered capital is above 2.1 million dollars and up to 5 million dollars, the total amount of investment shall not exceed two times the registered capital;

3.  If the registered capital is more than 5 million dollars to

12 million dollars, the total investment shall not exceed 2.5 times the registered capital;

4.   If the registered capital is more than 12 million dollars, the total investment shall not exceed three times the registered capital.


POINT 5

 

Restrictions on reinvestment by foreign-invested enterprises

 

According to Article 52 of the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (as amended in 2009), where a foreign investor merges or acquires a domestic enterprise through a foreign-invested enterprise established by the foreign investor in China, the relevant provisions on the merger and demerger of foreign-invested enterprises and the relevant provisions on the domestic investment of foreign-invested enterprises shall apply, and where there are no such provisions, the relevant regulations shall be referred to in accordance with the present Provisions.

 

 

III.   Approval procedures for mergers and acquisitions of foreign-invested enterprises

After the implementation of foreign-invested mergers and acquisitions, investors are required to submit appropriate documents to the relevant authorities for their approval, based on the total amount of investment in the foreign-invested enterprise to be established after the merger or acquisition, the type of enterprise and the industry in which it is engaged. Foreign-invested enterprises, joint ventures, cooperative


enterprises and enterprises invested by Taiwan compatriots that do not involve the implementation of special administrative measures for access as stipulated by the State are replaced by a filing management system, to which the Interim Measures for the Administration of Filings on the Establishment of and Changes in Foreign-Invested Enterprises are applicable. According to the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (revised in 2009):

1.    Documents required for equity acquisition and asset acquisition

Depending on the method of merger and acquisition, there are differences in the documents required to be submitted for approval, and the documents required for equity mergers and acquisitions and asset mergers and acquisitions are roughly as shown in the table below:

 

 

mergers and acquisitions (M&A)

 

mergers   and        acquisitions (M&A)

 

1. A resolution of unanimous consent of the shareholders of the domestic limited liability

company  to  be  merged,  or a

 

1. A resolution of the holders of property rights or authority  of  the enterprise

in the territory agreeing to


 

resolution of the general meeting of a domestic joint stock company agreeing to the merger;

2.   The financial audit report of the acquired domestic company for the previous financial year;

3.      A description of  the enterprises in  which the acquired domestic company has invested;

4.  A description of the changes in the shareholding and significant assets of the domestic company in the last one year;

5.      A description of  the shareholdings of the shareholders of the offshore company and a list of shareholders holding more than

the sale of assets;

 

2.  The statute of the domestic enterprise being acquired;

3.   Proof of notification and announcement of creditors by the domestic enterprise being acquired and a statement as to whether the creditors have raised any objections;

4.  Asset purchase agreements;


 

5% of the equity of the offshore company;

6.   The articles of association of the offshore company and a description of the external guarantees;

7.    The latest annual audited financial report of  the offshore company and the latest half-yearly stock trading report;

8.  M&A advisory reports;

 

9.      Agreements to purchase equity or subscribe to capital increases;

10.         Documents such as application for change of shareholding, amendment to the articles of association, and agreement   on  transfer   of

shareholding   signed   by the

 


 

legal representative of the domestic company aiming at restoring the shareholding structure;

 

 

Notarized and legally authenticated identification documents or proof of registration and creditworthiness of the investor;

 

Contracts  and  articles  of          association   of          foreign-invested enterprises to be established or merged and acquired;

 

Application for Establishment and Change of Foreign Invested Enterprises

 

Business license (copy) of the acquired domestic company and its invested enterprises;

 

Employee   resettlement   programs           for            acquired           domestic companies;

 

Disposition agreement of debts and liabilities, appraisal results of the value of equity to be transferred or assets to be sold, and a description of whether there is 



a related relationship;


Remarks: If a special purpose company acquires a domestic company with equity, the domestic company is required to submit the following documents:

1.  Documents and certificates authorizing the establishment of a special purpose company with overseas investment;

2.  Foreign exchange registration form for offshore investment by special purpose companies;

3.   Identity documents or proof of practice and articles of association of the actual controller of the special purpose company;

4.  Business plan for the offshore listing of a special purpose company;

5.   An appraisal report by the M&A advisor on the issue price of the shares of the special purpose company to be listed overseas in the future.

If a foreign company holding interests in a special purpose company is used as the subject of the overseas listing, the domestic company must also submit the following documents:

1.  The certificate of commencement of business and the articles of association of the offshore company;

2.     Approval/filing authorities for equity mergers and acquisitions

The approval/filing authorities also vary depending on the industry in which the foreign investment enters and the matters to be approved. The general situation is as follows:

 

 

Industry or Content

 

Main Approving Authority

 

Approval of foreign-invested M&A       transactions, establishment and change of foreign-invested enterprises

 

Ministry of Commerce and local commerce departments

 

Foreign investment projects

 

National Development and Reform Commission and local development and reform departments


 

 

Transfer and valuation of state-owned assets involved in merger and acquisition transactions

 

State-owned Assets Supervision and Administration Commission (SASAC) and local State-owned Assets Supervision and Administration Department (SASD)

 

Foreign exchange registration, settlement, payment, etc.

 

Foreign exchange bureaus and local foreign exchange departments

 

Changes in business license and business registration after completion of  M&A transactions

 

Administration              for         Industry and Commerce (AIC)

 

Tax registration, payment of related taxes and fees

 

tax authorities

 

advertising industry

 

Administration              for         Industry and Commerce (AIC)

 

Telecommunications industry

Ministry   of        Industry           and Information Technology of the


 

 

People's Republic of China

 

insurance industry

 

China   Insurance        Regulatory Commission (CIRC)

 

Construction

 

Ministry of  Housing and Construction and Local Housing and Construction Departments

 

financial industry

 

CBRC and local branches

 

securities industry

 

China  Securities       Regulatory Commission (CSRC)

 

anti-trust legislation

 

Antimonopoly Bureau, Ministry of Commerce

 

3.  Approval time for foreign mergers and acquisitions

 

The application and approval times for related mergers and acquisitions are as follows:

 

 

Mergers and acquisitions

 

timing

Mergers  and         acquisitions         of domestic                  enterprises         to

Within 30 days from the date of   receipt  of   all    documents


 

establish      foreign-invested enterprises

required to be submitted, decide on approval or disapproval in accordance with the law

 

Apply for registration of establishment and receive business license for foreign invested enterprises

 

Within 30 days from the date of receipt of the certificate of authorization

 

Apply for registration with relevant departments such as tax, customs, land management and foreign exchange management

 

Within 30 days from the date of receipt of the business license of  the foreign- invested enterprise

 

Mergers and acquisitions with equity:

1.  Business sector review;

 

2.    Register the change with the registration authority and foreign exchange authority;

3.   Apply for the approval and

 

Within 30 days from the date of receipt of all documents required to be submitted

 

Within 30 days from the date of receipt of the apostilled certificate of authorization

 

Within 6 months from the date


 

registration    of              overseas

investment       in                the

of issuance  of   the    business

license

establishment  of           enterprises

 

 

in respect of the holding of equity interests in overseas

Within 30 days of obtaining a

certificate of approval for a

companies;

foreign-invested      enterprise

without apostille;

4. Apply for the exchange of

 

business license and foreign

 

exchange          registration

 

certificate    of              foreign-

 

invested  enterprises          without

 

apostille;

 

 

 

 

 

IV.  Signature of legal documents

 

In corporate mergers and acquisitions (M&A), it is necessary to sign many legal documents, including both M&A agreements that have a substantial impact on the M&A price and some ancillary agreements, such as disclosure letters, commitment letters, delivery lists and so on. This article provides a brief introduction to some of the basic legal documents.


1.  Letter of Intent for Merger and Acquisition

 

First, the enterprise needs to sign a letter of intent with the target company. A letter of intent is similar to a contract of appointment, and is signed to establish a general framework and provide direction for the smooth conduct of related matters in the future.

Article 2 of the Interpretation of Issues on the Application of Law in the Trial of Disputes over Contracts of Sale and Purchase published by the Supreme Court in 2012 stipulates that, if the parties enter into a reservation contract such as subscription, ordering, booking, letter of intent, memorandum, etc., agreeing to conclude a contract of sale and purchase within a certain period of time in the future, and if one party fails to fulfill the obligation of concluding a contract of sale and purchase and the other party requests that the other party assume the responsibility of breach of the contract of reservation or request for the termination of the contract of reservation and claims If one party fails to fulfill its obligation to conclude the contract of sale and purchase, and the other party requests it to assume the liability for breach of the contract of reservation or requests the termination of the contract of reservation and claims for damages, the people's court shall support it. According to this provision, the letter of intent


is legally effective when certain conditions are met, and a party that defaults on the contract shall be held liable. "The conditions for a letter of intent to be fully binding are that the content is specifically determined and that the parties have the intention to be bound; the letter of intent contains procedural clauses that are usually binding, such as the honest negotiation clause; the letter of intent is not binding when the content is uncertain or there is no intention to be bound or when it contains clauses that preclude binding." When a letter of intent is not legally binding, a breach of the letter of intent is only subject to liability for negligence in contracting.

Note that in the letter of intent, attention must be paid to the exclusivity clause. In order to prevent the target company from "marrying two    girls   at       the        same time"  and causing unnecessary losses to the main acquiring company, both parties should generally sign an exclusivity negotiation contract, i.e., both parties are not allowed to negotiate privately with a third party on merger and acquisition matters during the negotiation process, so as to ensure that both parties have an equal right to negotiate. In the case of Sinochem's acquisition of the Incheon refinery, the Chinese side, after signing an exclusivity memorandum,  did  not  realize  that  it      was        necessary     to   add


additional clauses to restrict the other party from raising prices, which led to the company's largest creditor, the United States Citibank, raising its prices sharply at the creditors' meeting to the extent that they exceeded Sinochem's affordability and ultimately led to the failure of the merger and acquisition.

2.  Confidentiality agreements

 

Secondly, because the two sides on mergers and acquisitions matters when negotiating, inevitably need to disclose enterprise-related commercial secrets and other important information, once the receiver unauthorized disclosure, will cause significant losses, so in the implementation of mergers and acquisitions need to sign confidentiality agreements with the other side of the enterprise and the relevant personnel, such as lawyers, and on the breach of contract, confidentiality, and other clear agreement.

3.  Agreements relating to the relocation of employees

 

The signing of agreements on employee resettlement matters is also an essential part of the negotiation process. After the merger and acquisition of enterprises, there may be a surplus of general employees, loss of core talents, etc. If the enterprise wants to retain some of the employees, it should re-


sign the labor contract with them in advance; if it plans to lay off the employees, it also needs to sign the corresponding agreement with the part of the employees on the compensation matters. In the practice of mergers and acquisitions, there are not a few cases in which employee resettlement has led to difficulties in mergers and acquisitions.

 

 

 

 

The case of business settlement issues in foreign mergers and acquisitions

 

    In the merger of KP, a domestic advertising agency, by Company A,  a

 

well-known multinational  corporation,  Company A "adopted  two technical

 

means commonly used in internationally recognized acquisition financing,

 

namely,  binding  the four founders by means of a wagering  agreement

 

arrangement on the one hand, and constraining the four founders by entering

 

into a non-competition agreement on the other hand."

 

    It reads in general terms as follows:

 

    "(1) The parties agree that the total value of KP shall be determined

 

on the basis of the appraised value as at December 31, 2007, and that the

 

profit or loss of KP between December 31, 2007 and the date of completion

 

of the equity transfer shall be shared or borne by the shareholders prior

 

to the completion of the equity transfer in accordance with the proportion

 

of their equity interest in KP.The amount of the reduction in the total

 

value of KP shall be calculated in the following manner:When the actual

 

after the difference is recognized."


 

    It can be seen that in the betting agreement, the parties linked the

 

company's sustained profitability to the total value of the company as

 

agreed in the transfer agreement as well as to the actual equity transfer

 

payment, with a view to incentivizing the founders.

 

In addition to the above legal documents, the M&A parties are also required to sign a due diligence commission agreement, an agreement to subscribe to a capital increase or purchase of shares, an agreement to purchase assets, a delivery list, and a delivery schedule, among other documents.

After signing the above documents, the target enterprise shall go through the corresponding registration, filing and approval procedures in accordance with the relevant regulations to ensure the smooth implementation of the M&A transaction.

V.  Related change procedures

 

The process of mergers and acquisitions of enterprises will involve many change procedures, for example, after a foreign investor acquires a domestic enterprise by way of equity merger and acquisition, the domestic enterprise will need to change its registration to a foreign-invested enterprise in accordance with the law. After the transfer of equity and real estate, the qualification of shareholders and the ownership of real estate should also be changed accordingly. After the merger and


acquisition of enterprises, if the business scope changes, the business license should also be changed.

The author will take the change of equity as the main line to elaborate the procedures related to the change of equity in the merger and acquisition of foreign-invested enterprises:

1.  Submit relevant legal documents to the commerce department for approval

As a result of the transfer of equity interests by agreement between investors of a foreign-invested enterprise, or the transfer of equity interests by an investor of a foreign- invested enterprise to its affiliates or other transferees with the consent of the investors of the other parties, the foreign- invested enterprise shall submit the following legal documents to the approval authority:

1.  Application for change of investor's shareholding;

 

2.   The original contract and bylaws of the enterprise and the agreement to amend them;

3.    A  copy  of  the  enterprise        approval certificate        and business license;

4.   Resolution of the board of directors of the enterprise on the change of the investor's shareholding;


5.   A list of the members of the board of directors of the enterprise after the change in the shareholding of the investor;

6.   Equity transfer agreement signed by the transferor and the transferee and signed by other investors or otherwise recognized in writing;

7.  Other documents required to be submitted by the approving authority.

2.   Approval by the State-owned Assets Management Department (if required)

In the case of a change in the equity of a Chinese investor investing with state-owned assets, the enterprise must also submit the following documents to the approval authority:

(1)    The opinion of the competent authority of the Chinese investor on the change of the equity interest of the investor in the enterprise;

(2)   Asset appraisal report issued by the state-owned asset appraisal organization on the equity to be changed;

(3)    Confirmation letter issued by the State-owned assets management department on the above asset evaluation report.

3.  Apply for change registration with the business registration authority


When an enterprise applies for registration of change in equity, it shall submit the following documents to the registration authority:

(1)  Relevant documents submitted to the approving authority;

 

(2)  Approval documents from the approving authority;

 

(3)  Other documents required by the registration authority.

 

4.   Apply for change registration with the foreign exchange authority

After making the change registration in the company registration authority, you need to go to the foreign exchange management authority to make the change of foreign exchange registration, and you should submit the foreign exchange registration IC card of foreign invested enterprises and other information.

Please note that the failure of an enterprise to register the change on time will have a significant impact on the smooth realization of the M&A and sometimes even lead to the failure of the M&A. For example, Article 36 of the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors stipulates that if a domestic or foreign company fails to complete the procedures for the change of its shareholding within six months from the date of issuance of the business


license, the apostilled Certificate of Approval and the Certificate of Approval for Overseas Investment by Chinese Enterprises shall automatically become invalid. The registration authority approves the registration of the change on the basis of the documents submitted in advance by the domestic company to apply for the registration of the change of shareholding, so that the shareholding structure of the domestic company will be restored to that which existed prior to the shareholding merger or acquisition.




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