Shang Zi Han `2012` No.269

May 7, 2012

Commerce departments of all provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in State plan and the Xinjiang Production and Construction Corps:

With a view to improving the regulation of the record-filing of foreign-invested venture capital enterprises, relevant matters are hereby notified as follows in accordance with the Administrative Provisions on Foreign-invested Venture Capital Enterprises (hereinafter referred to as "the Provisions") and Circular of the Ministry of Commerce on Issues Concerning the Examination and Approval of Foreign-invested Venture Capital Enterprises and Venture Capital Management Enterprises (Shang Zi Han `2009` No. 9, hereinafter referred to the as "the Circular"):

1. Upon their examination and approval of the establishment of foreign-invested venture capital enterprises (hereinafter referred to as "venture capital enterprises"), the provincial-level commerce department shall file records on such approval to the Ministry of Commerce through the examination and approval regulation system for foreign-invested enterprises. Existing venture capital enterprise must undergo the record-filing procedure in accordance with the Provisions and the Circular. The provincial-level commerce departments shall submit the record-filing information to the Ministry of Commerce via the examination and approval regulation system for foreign-invested enterprises prior to May 31 every year. The Ministry of Commerce will timely release and update the list of enterprises that have completed the record-filing procedure on its website (in the section of "Review Result" on the website of the Foreign Investment Department of the Ministry of Commerce).

2. Venture capital enterprises on the record-filing list may be entitled to relevant State policies, apply for alterations and engage in domestic investment business in China. Local commerce departments may not approve the alteration application of any venture capital enterprise not on the list released on the website of the Commerce Ministry, or approve such enterprise to engage in domestic investment business in China.

3. Where a venture capital enterprise applies to invest in any enterprise in any of the industry on the Foreign Investment Industrial Guidance Catalogue in which foreign investment is encouraged or permitted, the competent commerce department shall handle the record-filing of the enterprise that such venture capital enterprise applies to invest in in accordance with Article 40 of the Provisions, and shall, within five working days after receipt of the record-filing application materials, complete the record-filing procedure on the basis of the list of record-filing enterprises released on the website of the Ministry of Commerce, issue the record-filing verification opinion to the investment recipient enterprise and issue to the same the Foreign-invested Enterprise Approval Certificate. The abovementioned application materials shall include: Application of Foreign-invested Venture Capital Enterprise for New and Altered Domestic Investment (in triplicate; please refer to annex hereto), Venture Capital Enterprise Establishment Approval Certificate (photocopy) and Venture Capital Enterprise License (photocopy). Application by the abovementioned investment recipient for alteration shall be handled in accordance with the above procedure.

4. Overseas investors are encouraged to use overseas Renminbi fund in establishing new venture capital enterprises or investing in existing venture capital enterprises. Such overseas investors shall undergo the statutory procedures in accordance with Circular of the Ministry of Commerce on Issues Concerning Cross-border Direct Renminbi Investments (Shang Zi Han `2011` No. 889). Venture capital enterprises applying to make Renminbi investment in any of the industries on the Foreign Investment Industrial Guidance Catalogue in which foreign investment is encouraged or permitted shall handle the record-filing procedure in accordance with Article 3 of this Circular. Applications to make Renminbi investments in any of the industries in which foreign investment is restricted shall be handled in accordance with relevant provisions in under Article 41 of the Provisions.

5. Local commerce departments shall actively guide venture capital enterprises to make venture capital investments in strategic emerging industries and modern service industries designated by the State, facilitate the establishment of venture capital enterprises and venture capital business activities by foreign investors, and promote the diversification of the ways to utilize foreign investments. Furthermore, local commerce department shall enhance follow-up supervision and regulation so as to promote the compliant and sound development of foreign-invested venture capital business.

Annex: Application of Foreign-invested Venture Capital Enterprise for New and Altered Domestic Investment (including the record-filing verification opinion sheet of competent commerce department)