The procedures for establishing an equity joint venture or a contractual enterprise can be consulted as a reference.

    Documents to be submitted in the procedures
    Foreign-invested productive project
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Procedure Documents to be submitted
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    1. Apply for enterprise name registration
    Pre-approval application of name
    Letter of intent and accepting letter for the establishment of foreign-invested enterprise in Shanghai；
    Certificates of incorporation of investors (the copy of the business license of legal entity submitted by the Chinese party shall be confirmed with the seal of the original issuing authority and the business license and credit standing certificate of foreign party shall be provided with Chinese translations).
Other relevant documents
    The registration authority shall, within seven workdays upon receipt of all documents and materials, give its approval or disapproval.
    The said documents and materials shall be submitted in two copies (one original, one copy).
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    2. Submission of contract and articles of association
    Request of the competent department of enterprise (agency in case of solely invested enterprise)
    FS report Contract (unnecessary for solely invested enterprise), articles of association and FS report
    List of the members of the board of directors and letter of attorney
    Joint review opinions of relevant departments
    Upon its acceptance, the district foreign economic commission will, within 10 workdays, fulfill the district-level examination and approval and then submit them to Shanghai Overseas Investment Development Board for approval (about 3~5 workdays).
    Once they are approved, the Shanghai Overseas Investment Development Board will give a project establishment reply to Jiading District People’s Government; once they are disapproved, it will give a written reply.
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    3. Application for the issuance of the approval certificate
    Enterprise code certificate
    The district foreign economic commission shall, according to enterprise code, issue the approval certificate for foreign-invested enterprise within 3 workdays after receipt of the application.
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    4. Application for business license
    Registration application issued by and application registration form filled by the board chairman
    Copy of the approval certificate of Shanghai People’s Government
    Contract, articles of association, agreement and FS report of the Sino-foreign equity joint venture as well as the approval documents for them
    Name list of the members of the board of directors and high-ranking administration personnel (including letters of attorney of Chinese and foreign parties), identity certificates of Chinese personnel issued by their original unit, copies of ID or passports of foreign personnel, certificates of incorporation issued by the governments of the countries (or regions) of Chinese and foreign investors, their credit standing certificates, use site certificate (unnecessary if it has been already submitted at the application of enterprise name registration), and approval notification for enterprise name registration

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    The requirements on the contents of the feasibility study report of a Sino-foreign productive equity joint venture?
    • Brief introduction:
    (l) Name of the joint venture, its legal address, purpose and the scope and scale of business;
    (2) The names, the countries of registration and the legal addresses of parties to the joint venture, and the names, posts and nationalities of the legal representatives thereof (for Chinese party, the supervisory department has to be given);
    (3) Total amount of investment and registered capital of the joint venture (investment contributed by the parties to the joint venture, each party’s investment proportion, forms of investment, the time limit for contributing investment) and the ratio of profit distribution and losses to be borne by each party;
    (4) Duration;
    (5) Approval document for project proposal.
    (6) Name list of the responsible persons of the feasibility study report;
    (7) General outline, conclusion, problems and suggestions of feasibility study report;

    • Production arrangements of products and their basis. Describe the domestic and foreign market demands and market forecasting methods along with the productive capabilities of production units currently available and under construction both at home and abroad.
    • Supply arrangements for materials. Describe the required quantity and purchasing channel.
    • Selection of project location and its basis. Describe the demands for water, electricity and supporting communication facilities and their implementation.
    • Selection of technical equipment and technological processes and their basis (including equipment, valuation, list of domestic and foreign equipment and delivery arrangement).
    • Production organization and arrangements (including the total number of staff and workers, their composition and source, departmental establishment and business management) and their basis.
    • Control of environment pollution, labor safety, hygiene facilities and their basis
    • Way and progress arrangements of construction and their basis
    • Fund raising and its basis (including the basis for share calculation from original factory buildings and equipment)
    •Arrangements for foreign exchange revenue and expenditure and their basis (describe the percentages of the domestic and overseas sales of products).
    •Comprehensive analysis (including economic, technical, financial and legal analysis). Dynamic and risk methods (or sensitivity analysis method) and other methods have to be used to analyze the economic efficiency, foreign exchange revenue and expenditure and other situations of project.

    • Main appendixes:
    (1) Opinion paper for planned location selection and written intent for supporting facilities;
    (2) Certificate of the legal representative of each party to the joint venture;
    (3) Balance sheet and income statement of each party to the joint venture;
    (4) Opinions of the competent department on the fund arrangement of the Chinese party;
    (5) Approved report for the environment effect of construction project.

    Procedures for assessing assets
    When the state-owned enterprises utilize equipment, factory buildings and other state-owned assets as their investment to establish Sino-foreign equity and contractual joint ventures with foreign parties, assets shall be valuated. According to the limits of authority of state-owned assets management based on different levels, the companies subordinate to the central government should be administered by the central government, while the local companies should be administered by the local government. The department in charge of state-owned assets in Shanghai is Shanghai State-owned Assets Management Commission.

    •Procedures for assessing assets
    1. Apply for project initiation. The unit possessing the state-owned assets applies to the Office of Shanghai State-owned Assets Management Commission for project initiation, and fills in and submits the “Application Form for Assets Assessment Initiation”. Only approved, the unit is allowed to entrust assets valuation agency for assets valuation.
    2. Liquidation, appraisal and estimate of assets. Upon receiving the entrustment, the valuation agency takes inventory of assets, liquidate and estimate them, and issue the assets valuation report.
    3. Verification and confirmation. Upon receiving the assets valuation report, the entrusting unit shall submit a written confirmation application to the Office of Shanghai State-owned Assets Management Commission. Upon its approval, it will give a confirmation document for assets valuation.