Issued by the Ministry of Commerce and the State Administration for Market Regulation on December 30, 2019
Effective: January 1, 2020
Table of Contents
Chapter I — General Provisions
Article 1 — These Measures are formulated in accordance with the Foreign Investment Law of the People’s Republic of China and the Regulations on the Administration of Registration of Market Entities to strengthen the administration of foreign investment information reporting and to further expand opening up and improve the level of foreign investment facilitation.
Article 2 — These Measures shall apply to the reporting of information by foreign investors and foreign-invested enterprises. Where laws, administrative regulations, or departmental rules of the relevant departments under the State Council provide otherwise for the reporting of foreign investment information in specific sectors and fields, such provisions shall prevail.
Article 3 — The Ministry of Commerce shall be responsible for the overall coordination of foreign investment information reporting nationwide. Local commerce departments shall be responsible for the administration of foreign investment information reporting within their respective administrative regions.
Article 4 — Foreign investors and foreign-invested enterprises shall report foreign investment information in a truthful, accurate, complete, and timely manner, and shall not make false or misleading reports or omit to report material information.
Article 5 — Foreign investment information shall be reported through the foreign investment information reporting system established by the Ministry of Commerce.
Chapter II — Reporting Content and Procedures
Article 6 — Foreign investors and foreign-invested enterprises shall submit an initial report within 20 working days after the establishment or acquisition of a foreign-invested enterprise in China. The initial report shall include basic enterprise information, information on investors and their actual controllers, investment transactions, and other relevant information.
Article 7 — Where there is any change in the initial reporting information, a change report shall be submitted within 20 working days from the date of the change. If the change does not involve matters subject to filing or registration with the market regulation authority, the change report shall be submitted within 20 working days from the date of the change.
Article 8 — Where a foreign-invested enterprise is deregistered or liquidated, a deregistration report shall be submitted within 20 working days. Where a foreign-invested enterprise is converted into a domestic enterprise, a report of conversion to a domestic enterprise shall be submitted within 20 working days.
Article 9 — Foreign investors and foreign-invested enterprises shall, from January 1 to June 30 of each year, submit an annual report on the enterprise’s operations and investments for the previous year. The annual report content shall include the enterprise’s basic information, investor information, and its operational and investment status.
Article 10 — The commerce department may require foreign investors and foreign-invested enterprises to supplement or correct their submitted information within a prescribed time limit if such information is found to be incomplete or contains errors.
Chapter III — Supervision and Management
Article 11 — Commerce departments may conduct random inspections of the truthfulness, accuracy, completeness, and timeliness of foreign investment information reported by foreign investors and foreign-invested enterprises through the foreign investment information reporting system. The results of such inspections shall be made public in accordance with the law.
Article 12 — Commerce departments may, in conjunction with public security organs, state security authorities, and other relevant departments, conduct joint supervision and inspection of the foreign investment information reports submitted by foreign investors and foreign-invested enterprises.
Article 13 — Citizens, legal persons, and other organizations may report violations of foreign investment information reporting obligations to the commerce department. The commerce department shall handle such reports and keep the identity of the reporter confidential.
Article 14 — Commerce departments shall establish a credit file system for foreign investment information reporting, and the credit status of foreign investors and foreign-invested enterprises in foreign investment information reporting shall be included in the relevant credit information sharing platform.
Chapter IV — Legal Liability
Article 15 — Where a foreign investor or a foreign-invested enterprise fails to submit foreign investment information reports as required by these Measures, the commerce department shall order it to make corrections within a prescribed time limit. If it fails to make corrections within the prescribed time limit, a fine of not less than RMB 100,000 but not more than RMB 500,000 shall be imposed.
Article 16 — Where a foreign investor or a foreign-invested enterprise submits false or misleading information or conceals material information in its foreign investment information report, or fails to report as required despite having been ordered to do so, the commerce department shall impose a fine of not less than RMB 100,000 but not more than RMB 500,000. Where the circumstances are serious, the commerce department shall impose a fine of not less than RMB 500,000 but not more than RMB 3,000,000.
Article 17 — Where a foreign investor or a foreign-invested enterprise refuses to cooperate with the supervision and inspection conducted by the commerce department in accordance with the law, the commerce department shall order it to make corrections and may impose a fine of not more than RMB 50,000.
Article 18 — Commerce departments and their staff shall keep confidential any trade secrets and personal information that they come to know in the course of performing their duties in foreign investment information reporting. Those who fail to do so shall be subject to administrative sanctions; if a crime is constituted, criminal liability shall be pursued in accordance with the law.
Chapter V — Supplementary Provisions
Article 19 — The reporting of foreign investment information by investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and the Taiwan region shall be handled with reference to these Measures.
Article 20 — The establishment and changes of resident representative offices of foreign enterprises in China shall be governed by the provisions of laws and administrative regulations on the administration of the registration of resident representative offices of foreign enterprises, and these Measures shall not apply.
Article 21 — These Measures shall come into force on January 1, 2020. The Interim Measures for the Administration of the Filing and Reporting of the Establishment and Changes of Foreign-Invested Enterprises issued by the Ministry of Commerce on October 8, 2016 shall be repealed simultaneously.
Disclaimer: This translation is provided for informational and reference purposes only. While every effort has been made to ensure accuracy, it is not an official translation and may contain errors or omissions. This translation does not constitute legal advice. For legal matters, parties should consult the original Chinese text and seek advice from qualified legal professionals licensed to practice in the relevant jurisdiction. Dan Young Business Consultancy assumes no liability for any reliance placed on this translation.
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