Amendment of joint venture contracts and articles of association of Foreign Invested Enterprise

I. Conditions:

1. The enterprise shall pay in its capital in time, in full and in accordance with law. And such capital contribution shall be verified by accounting firms with the capital verification report.

2、The enterprise shall be in normal operation and good business condition and file its statistics form in time.

3. The enterprise can duly perform its obligations under the relevant contracts and the articles of association.

4. The enterprise does not violate any PRC law or regulations in a serious manner.


II. Required Documents :

1. Special report regarding the amendment application filed by the enterprise;

2. Two copies of board resolutions;

3. Amended clauses of the contract and / or articles of association in two copies, which must be signed by the legal representatives of the Chinese and foreign parties to the joint venture;

4. Other relevant materials.


III. Approval Procedures:

1. The special report of amendment of joint venture contract, articles of association and other required documents are submitted to the supervising department of the joint venture for approval.

2. After the supervising department receives the report, it will report to the district government on the subject and direct the district FERTC to handle the application.

3. The special report of wholly foreign owned enterprise’s amendment of articles of association can be submitted directly to the district FERTC.

4. The district FERTC will review and application materials and then submit to the district government for approval.

5. The above application materials are required in two copies for enterprise with total investment below 10 million USD.

6. In respect of foreign invested enterprises with total investment above 10 million USD, the above application will be further submitted to the municipal FERTC after review by the district FERTC and the above materials are required in three copies. Additionally, one copy of each of the contract, articles of association, the Approval Certificate and the business license.


IV. Supplemental Issues:

1. In the event that the enterprise applies for amendment due to increase of registered capital or expansion of business scope, it shall submit feasibility study report and the agreement of capital increase executed by the relevant parties. 

2. In the event that there is transfer of equity or change of investor of the enterprise, the enterprise shall submit the equity transfer agreement signed by the transferor and the transferee and recognized by the other shareholders of the enterprise, and the credit standing of the new investor, copy of the business license of the enterprise and the list of the new board members of the enterprise, in two copies.

3. In the event the enterprise established its branch, it shall submit the capital verification report, profit and loss statement, real estate lease agreement and real estate title certificate. 

4. In the event that the enterprise changes its legal address, it shall submit real estate lease agreement and real estate title certificate, and opinion letters issued by environmental and fire prevision authorities, if in the case of manufacturing facilities.


5. Special circumstances if any, will require different and separate interpretation