Ⅰ. Items and Term of the work

Since the year of 2000, Sichuan has vigorously pushed forward the reform of administrative system and optimized the soft investment environment. All the provincial departments put in order altogether 2395 administrative approving formalities. The provincial government has canceled 760 formalities, adjusted 184 formalities, abolished 130 formalities in 8 stages. Other 52 formalities have been canceled by Sichuan People’s Congress. 1269 formalities have been retained (including 1194 items specified by the State). A batch of administrative approving formalities concerning the production and life of outside investors have been straightened out. The retained formalities concerning the outside investors are mainly project approval, business registration, tax registration, land use, foreign exchange administration, customs record, and so on.
The administrative approving time was specified in the Administrative Licensing Law enforced on July 1st, 2004. According to the Law, administrative organs shall normally render administrative decision within 20 days after the receipt of the application, except that the administrative permission may be given immediately or it is otherwise specified by other laws. If needed, the time may be extended for 10 days, and the causes of the extension shall be rendered to the applicant.

Ⅱ.One-stop Service

Sichuan has made great efforts to establish a standardized service-oriented government. In October 2001, the Government affairs Service Center of Sichuan Provincial People’s Government was founded. Its duty is to process all the administrative approving formalities concerning the public in one-step way, which were handled by many provincial departments before. For the time being, 57 departments, such as Administrative Bureau of Industry and Commerce, Quality Supervision, Taxation, Land and Resource, Commerce, Customs, Foreign Exchange, Commodity Inspection, etc. have had service desks at the Service Center, the scope of service including more than 880 approval formalities, basically covering all the matters concerned with outside investor (Telephones and websites see Appendices 1and 2). From 2003, the electronic review and annual foreign-funded enterprises examination work can be processed at the Service Center. The electronic processing can usually be done within half a day.
The Service Center has established “Investment Service Desk” to provide legal and policy-related consulting service and to act as agency for foreign-funded enterprises who need to register with the Sichuan Administration of Industry and Commerce. In case of any problem, the investors from the outside may resort to the “Orderly Desk” of the Service Center for help.

Ⅲ.Enterprises Establishment Procedures

(Ⅰ) General Procedures for Establishment of Foreign-funded Enterprises

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1.The capital construction projects shall be approved by the Development and Reform Commission: the technical reform projects shall be approved by the Economic (and Trade) Commission. With the classification based on the Catalog for the guidance of Foreign Investment Industries, encouraged or permitted projects with a total investment (or the added portion) of above US ＄ 100 million, and restricted projects with a total investment of above US ＄ 50 million, shall be reviewed by the provincial authorities and then be reported to the National Development and Reform Commission for approval, Encouraged or permitted projects with a total investment between US ＄30 million (including US ＄ 30 million) and US ＄ 100 million, and restricted projects with a total investment less than US ＄ 50 million, shall be reviewed by the provincial authorities, Encouraged or permitted projects with a total investment less than US ＄30 million shall be approved by municipal (prefectural) authorities. Chengdu Municipality may approve encouraged and permitted projects with a total investment below US ＄100 million.

2.Foreign-related tax reduction and exemption shall be based on the confirmation furnished by the competent tax reduction and exemption authorities ay state or provincial level.

(Ⅱ)General procedures for Establishment of Domestic-funded Enterprises from Outside (Liability) Limited Company and Joint-Stock Company Limited)

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The pre-licensing is made by the Development and reform Commission, Economic (and Trade) commission, or competent industry administrative authorities. The Development and Reform Commissions, Economic (and Trade) Commission at all levels of Sichuan Province are the competent authorities in charge of the investment activities in Sichuan Province. The capital construction projects shall be approved by the Development and Reform Commission. The technical reform projects shall be approved by the Economic (and Trade) Commission. For the detail of the jurisdiction of the Approving and Recording Authorities, please refer to the temporary regulations of Sichuan Province on approval and record of investment projects. (see CHUAN BAN FA[2005] No.17; http://zhaobao.scol.com.cn/show_law.aspx?id=55)

(Ⅲ) Documents to be Submitted for the Establishment

To know about the documents to be submitted for the application for the establishment of enterprises, just go to consult at the relevant Desks of the Government Affair Service Center of Sichuan Provincial People’s Government (Telephones and websites available in Appendix 1). Documents that need to be submitted to the Development and Reform Commission, and Administration of Industry and Commerce are mainly as follows:
1. Documents to be Submitted to the Development and Reform Commission and Economic (and Trade) Commission
To apply for establishment, the enterprise from outside shall submit to the Development and Reform Commission or Economic (and Trade) Commission relevant Documents of Review or Documents of Record, where the capital construction projects shall submit documents to the to the Economic (and Trade) Commission.

(1) Foreign-funded Projects

Project Application Report shall be submitted to approving authorities. The Report shall include:

A. Project Name, mode of investment, operating period, general information of the investor;
B. The scale of the project, main technologies and processes, target markets of the produced, and projected number of employees;
C. Location of the project, needs for land, water, energy, and other resources, and the consumption of main materials;
D. Assessment of the impact on the environment;
E. Calculation of the price of the main public products or service involved;
F. The total investment, registered capital, contribution made by each party, equipments to be imported and their values;
G. For the projects which a bid must be made for according to relative law and regulations, the details of the bid, such as the scope, mode and organization, etc for the bid.

At the same time, the Project Application Report shall have the following documents attached:
A. The Business Licenses (Balance Sheets, Profits and Loss Statements, and Cash Flow Statements) of each side of the Sino-foreign Joint Ventures, certificate of credit issued by the opening banks;
B. Letter of Intend on Investment, resolutions of the Board of Director on adding registered capital and on acquisition;
C. Letter of Intend on Financing issued by banks;
D. The Assessment of the Impact on Environment furnished by the Environmental Protection Authorities;
E. Letter of Opinion on the Location furnished by the Urban planning Authorities;
F. Letter of Opinion on the Use of Land furnished by the Land and Resources Administration;
G. When state-owned assets or land use rights are contributed as a part of the registered capital, the documents of confirmation shall be furnished by the competent departments;
H. Other documents that shall be furnished according to laws and regulations.

In regard to the projects to be approved by the state, the items of D, E, and F shall be reviewed by authorities at the provincial-level or above.
To the provincial-level authorities, the project applicants shall submit Project Application Report in quintuplicate (The Project Application Report to be forwarded to the National Development and Reform Commission shall be in sextuplicate) and an electronic copy thereof.

(2) Domestic-funded Projects

The project application units shall submit to project approving authorities Project Application Report in quintuplicate (in sextuplicate for the projects application for which shall be forward), and an electronic copy thereof. The Project Application Report shall include the following contents:
A. Basic information of the project application unit;
B. Information of the project planned to be constructed;
C. Descriptions of the land to be used, the land under construction and the related planning;
D. Analysis of resource utilization and energy consumption;
E. Analysis of the impact on the environment;
F. Analysis of the economic and social benefits;
G. The analysis of the safety production conditions and vocational sanitation conditions shall be added for the projects whose safety production conditions and vocational sanitation conditions shall be analyzed according to laws and ordinances concerned;
H. For the projects bid for which shall be made, the details of the bid shall be added according to the provisions of Bid Law of the People’s Republic of China and the Regulations of Sichuan Province on the Bid for the State-funded Construction Projects, and other governing laws

At the same time, Project Application Report shall have the following documents:
A. For projects of which the opinion on the location shall be furnished, the documents of opinion on the location of the project furnished by the urban planning authorities;
B. The document of the opinion on the use of land for the project furnished by the land and resource administration;
C. The comments on the assessment of the impact on the Environment furnished by the Environmental Protection Authorities;
D. Other documents to be submitted according to the relevant laws and ordinances.
The project application units shall submit to project recording organs the Project Record Application Form for the projects that need to be recorded with the departments concerned, and, at the same time, shall submit certificate of project with legal person status or the proprietor’s business license and Xeroxed copy thereof. The Project Record Application Form shall come in quintuplicate (and an electronic copy thereof) and shall be prepared uniformly by the provincial-level record authorities and shall apply the uniform reference numbering system within the whole province. The form shall mainly contain: basic information of the legal person of the project, basic information of the project, and basic information of the investment in the project.

2. Documents to be Submitted to the Departments of Commerce
(1) Documents to be submitted for the Sino-foreign joint ventures
A. Written application for the establishment of joint venture;
B. Project Application Report and documents approved by the Development and Reform Commission or the Economic (and Trade) Commission;
C. Contract, articles of association (signed by the legal representatives of Chinese and foreign sides or the their authorized agents);
D. The board’s letter of appointment signed by the legal representatives of all the investors;
E. Joint venture’s all parties’ business license. Certificates of registration, credit certifying documents, and the valid documents, and the valid documents of the legal representative;
F. Other documents to be submitted according to laws and ordinances.

At the same time, the following appendices shall be submitted:
A. Notice of the approval and Registration of the Name of the Enterprise furnished by the Administration of Industry and Commerce;
B. If import of equipment is necessary, the list of the equipment to be imported shall be provided (with the name, specification, quantity and price of the equipment);
C. Assets appraisal report is necessary in case of fixed assets investment used in state-owned shareholding enterprises;
D. If any of the above documents is signed by an authorized person, the letter of authorization (original copy) by the legal representative of the investor shall be provided.

(2) Documents to be Submitted for Foreign-funded enterprises
A. Written application for establishment of foreign-funded enterprises (to be signed by the investor’s legal representative or its authorized person);
B. Application form for Establishment of Foreign-funded Enterprise in China (to be signed by the investor’s legal representative or its authorized person);
C. Articles of association of foreign-funded enterprises (to be signed by the Investor’s legal representative or its authorized person);
D. The investor’s legality and credit certifying documents (bank certificates, deposit slips, bank statements, annual accounting statements, or certificate of property, Taiwanese enterprises’ business license which had undergone annual examination, and so on.. No credit certification is necessary for the world-famous enterprises that make investment in China);
E. Other documents to be submitted according to laws and ordinances.

At the same time, the following appendices shall be furnished:
A. Notice of the approval and Registration of the Name of the Enterprise furnished by the Administration of Industry and Commerce;
B. If the board of directors is established, the directors appointment document shall be signed by the investors;
C. Proofs of the identity of the legal representative of the Investor (e.g. passport, ID card, etc.);
D. If import of equipment is necessary, the list of the equipment to be imported shall be provided (with the name, specification, quantity and price of the equipment);
E. If two or more foreign investors jointly apply for an enterprise, the copies of their signed contract shall be provided for approval;
F. If any of the above documents is signed by an authorized person, the letter of authorization (original copy) by the legal representative of the investor shall be provided.

3. Documents to be Provided to the Administration of Industry and Commerce
(1) To register foreign-funded enterprises (exclusively foreign-funded, Sino-foreign joint venture, cooperation), the following documents shall be provided;
A. Application for Establishment and Registration of Foreign-funded Enterprise;
B. Approving documents by the competent authorities (reply of approval and copy 1 of the Document of Approval);
C. Contract (applicable to the solely foreign-funded enterprises) and articles of association;
D. The Notice of the Approval if the Name of Foreign-funded Enterprise;
E. The investor’s certificate of lawful inauguration and credit certification;
F. The responsibilities document and ID card copy of the legal representatives, directors, and supervisors;
G. Domicile use certificate;
H. Minutes of founding meeting (applicable only to the joint-stock limited company);
I. Assets verification certificate provided by lawful assets appraisal companies (applicable to joint-stock limited company, finance, securities, insurance-related enterprises and fund management companies);
J. Pre-approved documents or certificates (to be submitted by the enterprises needing pre-approving);
K. Other related documents and certificates.

(2) To register a joint-stock limited company (domestic-funded enterprises), the following documents shall be submitted;
A. Application for Establishment and Registration of the Enterprise; signed by the legal representative of the company;
B. Shareholder’s letter of authorization to their agents and the Xeroxed copies of the ID card of the agents;
C. Notice of the Approval if the Name of the Enterprise;
D. The join-stock companies founded with raised funds shall have the documents approved by China Securities Regulatory Commission;
E. The letter of appointment by the institutional shareholders and Xeroxed copy of the authorized person’ ID card (with the stamp of the institutional shareholders);
F. Qualification certificates of shareholders: the institutional shareholders shall submit the business license of legal person, certificate of institutional legal person, Xeroxed copy of the registration certificate of the aggregate corporation, the words of “the contexts are in conformity with the original” and the stamp shall be added to Xeroxed copy. The natural-person shareholders shall submit Xeroxed copy of the ID card;
G. Articles of association (in duplicate) (stamped by the institutional shareholders, and signed by the natural-person shareholders);
H. Minutes of founding meeting (stamped by the institutional shareholders, and signed by the natural-person shareholders);
I. Minutes of the shareholder’s meeting (stamped by the institutional shareholders, and signed by the natural-person shareholders);
J. Meeting minutes of the board of directors (signed by the directors);
K. Meeting minutes of the board of supervisors (signed by the supervisors);
L. Financial audit report on the costs of the preparation of the joint-stock limited company;
M. Assets appraisal report provided by the assets appraisal establishments with legal qualification;
N. The legal person of the enterprise established according to the Company law shall complete the Letter of promise to Acknowledge the Investment;
O. The Xeroxed copy of the house lease agreement or title deed;
P. Other materials to be submitted according to laws and ordinances.

(3) To register liability limiter companies (for domestically funded enterprises), the following documents are to be submitted:
A. Application for Establishment and Registration of the company signed by the company’s legal representative;
B. Letter of authorization of the agent of the agent approved by all the shareholders, with Xeroxed copy of the ID card of the agent (stamped by the institutional shareholders, and signed by the natural-person shareholders);
C. The institutional shareholder’s letter of authorization for the agent to attend the shareholders’ meeting (stamped by the institutional shareholders), and the Xeroxed copy of the ID card of the appointed agent;
D. Certificate of the shareholders’ qualification: the institution shareholders shall provide the business license of enterprise, certificate of aggregate corporation, Xeroxed copy of the ID card of the natural-person shareholders.
E. The legal person of the enterprise established according to the Company law shall complete the Letter of promise to Acknowledge the Investment;
F. Notice of the Approval if the Name of the Enterprise;
G. Articles of association (in duplicate) (stamped by the institutional shareholders, and signed by the natural-person shareholders);
H. Minutes of the shareholder’s meeting（signed by the attendants）;
I. Meeting minutes of the board of directors (signed by the directors);
J. Meeting minutes of the board of supervisors (signed by the supervisors);
K. Assets appraisal report;
L. Xeroxed copy of the house lease agreement or title deed;
M. Other materials to be submitted according to laws and ordinances.

For the details of the investment procedures and measures for enterprises from outside, please refer to the Temporary Methods for the Approval of the Investment Project in Sichuan Province, The Catalogue of the Government-Approved Investment Projects (Sichuan Province, 2004 edition), Temporary Measures for Record of Investment Projects in Sichuan Province, Temporary Measures for Approval of Foreign Investment in Sichuan Province, Temporary Measures for Record of the Outward Investment Projects of Sichuan Province (CHUAN BAN FA [2005] 17) (refer to http:// zhaobiao.sccol.com.cn/show-law. aspx? Id=55).