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Safety Investigation for Foreign Investor Merging Domestic Enterprises
Merger Safety Investigation Application Letter,Application Form and Transaction Description,signed by legal representative or authorized representative of the applicants.Transaction Description should be including the outlines of the following item 3 to item 9 documents;
Notarized and authenticated foreign investor identification or company registration certificates; Identification of legal representative or authorized representative's identification and authorize letter;
Condition presentation of Foreign investor and merger related enterprises (Including actual controller,persons acting in concert) and incidence relation,relation presentation of related country government;
Condition presentation,article's of association,business license(copy),financial statement (previous year) of the merged domestic enterprise.Organization structure (before and after the merger), invested companies' business (license) and condition presentation (Including directly invested and indirectly invested enterprises);
Contract,articles of association or joint venture agreement and list and appointment letter of board of directors,list of hired manager or partner and any other senior managers;
If its equity merger,also need to submit equity transference agreement or agreement of foreign investor merge domestic enterprise,resolution of domestic enterprises' highest authority,and relevant asset evaluation report;
If its asset merger,applicants need to submit resolution of asset selling by domestic merged enterprises' highest authority,asset purchasing agreement (Including asset list and status) and relevant asset evaluation report;
Presentation of foreign investors voting right influence on the execution of the board of shareholders,board of directors and partnering projects,condition presentations of other causes operating decision,financial,human resource,technology and such shows that the controlling ower was transferred to the foreign investor or other related domestic enterprises;
If foreign investors purchase domestic enterprises' asset or equity with there foreign invested enterprises,or control domestic enterprises' operating decision,financial,human resource,and technologies through other ways,they also need to provide the approval certificate ,business license (copy) and relevant condition presentation of their foreign invested enterprise.
Commitment of foreign investors didn't avoid merger safety investigation through reinvestment,leas,loan,agreement control,oversea trading and other ways.
Other documents required by the Ministry of Commerce.
Above documents should be in Chinese,should be in quintuplicate,and submit the same electronic version (CD) in duplicate.