Laws of the People's Republic of China

Ministry of Commerce, State Administration of Foreign Exchange

Circular of Ministry of Commerce and State Administration of Foreign Exchange About 2005 Joint Annual Examination and Comprehensive Achievements Evaluation on Investment abroad

Shang He Han [2005] No. 9

Competent commercial administrations of all provinces, autonomous regions, cities directly under the Central Government, municipalities specifically designated in the state plan and Xinjiang Production and Construction Group, branch offices and foreign exchange management departments of State Administration of Foreign Exchange in all provinces, autonomous regions, cities directly under the Central Government, branch offices of Shenzhen. Dalian, Qingdao, Xiamen and Ningbo, State Tobacco Monopoly Bureau , central enterprises:

2005 Joint annual examination and comprehensive achievements evaluation of investment abroad will begin, departments responsible for annual examination should make good preparation and organize well to do the joint annual examination and comprehensive evaluation carefully on the basis of summarizing 2004 works. Related works in 2005 are hereby informed as follows:

1.

Targets of annual examination

All non-financial enterprises abroad directly invested, purchased or shared by domestic investment main bodies before January 1, 2003 (except the enterprises abroad established with foreign aid funds and in the countries or regions that have no diplomatic relations with our country) should take part in joint annual examination and comprehensive achievements evaluation on investment abroad.

All non-financial enterprises abroad, non-financial enterprises abroad established with foreign aid funds and the enterprises abroad established in the countries or regions that have no diplomatic relations with our country from January 1, 2003 to December 31, 2004 report only Form I, II and IV of Annual Examination Report, Financial Report Form of the enterprises abroad and foreign exchange registration documents of the investment abroad or other foreign exchange management approval documents of investment abroad (reasons should be given by report if above materials can not be provided)

The administrations responsible for annual examination should give a great deal of publicity to joint annual examination and inform domestic investment main bodies to take part in joint annual examination in time by publishing the announcement of joint annual examination through local media. Verify carefully the information of the enterprises under their jurisdiction taking part in the examination according to 2004 annual examination and the data managed by themselves. Pay much attention to check up and find the enterprises abroad that have gone through approval formalities of enterprises abroad or foreign exchange registration formalities of investment abroad but have not taken part in 2004 joint annual examination in accordance with regulations.

2.

Time of annual examination: July 1 - September 15, 2005

3.

Materials for annual examination

(1)

Investment main bodies may down load Annual Examination Report from the website of Ministry of Commerce, www.mofcom.gov.cn and the website of State Administration of Foreign Exchange, www.safe.gov.cn, type it with paper A4, and fill in it accurately according to relevant materials of the enterprises abroad, in triplicate.

(2)

To the enterprises abroad that have taken part in 2004 joint annual examination and obtained Certificate of Annual Examination, the investment main bodies should deliver a copy of Annual Examination Report and Certificate of Annual Examination to local competent commercial administrations or the headquarters of central enterprises before August 10. Apart from those they should deliver two copies of Annual Examination Report and Certificate of Annual Examination, Financial Report Form and Audit Report of the Enterprises Abroad to local administrations of foreign exchange.

(3)

To the enterprises abroad that take part in joint annual examination for the first time, the investment main bodies should deliver one copy of Annual Examination Report to local competent commercial administration and headquarters of central enterprises and send another two copies of Annual Examination Report, Financial Report Form and Audit Report of the enterprises abroad and foreign exchange registration documents of investment abroad relating to the enterprises abroad to local administrations of foreign exchange. If domestic investment main bodies could not provide foreign exchange registration documents of investment abroad, they may submit the examination comments on capital source of foreign exchange, approval papers of buying and selling foreign liquid assets and other approval documents of foreign exchange management document about investment abroad. Above documents should be submitted as appendix. Reasons should be given by report if the documents could not be submitted.

4.

Procedures of annual examination of local administrations of foreign exchange

Local administrations of foreign exchange should carry out annual examination according to following steps within 15days at the receipt of all annual examination materials of the investment main bodies:

(1)

Verify Form II and IV of Annual Examination Report. To Form II, verify specially whether the foreign exchange management of investment abroad is truthful and accord with the regulations according to business files. To Form IV, pay attention to whether the numbers filled in by the investment main bodies are consistent with those in delivered Financial Report Form of the enterprises abroad.

(2)

Give a mark to the enterprises taking part in the examination according to the verification of the materials for annual examination and marking standard of annual examination. Fill the marks in the column of Evaluation of Foreign Exchange Administration in Report Form V of Annual Examination Report, and Verification Seal (2) of Foreign Exchange Business of Capital Item should be affixed on the column of Annual Examination Administration.

All branch offices of Foreign Exchange Administration or Foreign Exchange Management Departments may authorize central branch office to examine the annual examination materials preliminarily and give a mark on them in the light of local conditions. All branch offices of foreign exchange or foreign exchange departments verify the result of preliminary examination made by central branch office and affix Verification Seal (2) of Foreign Exchange Business of Capital Item on the column of Annual Examination Administration.

(3)

Return an Annual Examination Report to the investment main bodies and keep other materials on file. The report should be transferred to local commercial administration or headquarters of central enterprises by the investment main bodies.

5.

Procedures of annual examination of local competent commercial administration or headquarters of central enterprises

Local competent commercial administration or headquarters of central enterprises should carry out annual examination according to following steps at receipt of Annual Examination Report of foreign exchange administrations:

(1)

Use the software of comprehensive achievements evaluation of investment abroad to evaluate the status of the enterprises abroad. The marks times 50 percent is the marks of the status of the enterprises abroad. Fill the marks in the column of Status of Investment Abroad of Annual Examination Report. Year of comprehensive achievements evaluation is 2005.

(2)

Whether an enterprise is established and operates normally (full marks 6), whether it has serious problems while operating (full marks 4) and how the investment main body and its enterprises abroad abide by national regulations of investment abroad (total marks 20) are filled in the column of Evaluation of Commercial Administrations or Headquarters of central enterprises in Form V of Annual Examination Report. Full marks in this column are 30. Local competent commercial administrations or headquarters of central enterprises should make careful investigation and objective evaluation. If necessary, they may find out related information from Chinese business setups abroad.

(3)

Local competent commercial administrations or headquarters of Central enterprises may determine annual examination grades of the enterprises abroad according to the total marks of every item, write down the marks on Certificate of Annual Examination and affix the special seal of annual examination. Certificate of Annual Examination should be given to the investment main bodies.

(4)

Local competent commercial administrations or headquarters of central enterprises should report the data document (pattern ADT) formed from comprehensive achievements evaluation system of investment abroad to Ministry of Commerce by e-mail, and send the result of annual examination of this year (grades of the enterprises abroad) to the Ministry of Commerce. Send them to lijian@mofcom.gov.cn.

6.

Summary of annual examination

Annual examination Administrations should summarize carefully the investment abroad and work out annual examination report. Local competent commercial administrations or headquarters of central enterprises should submit the report to Ministry of Commerce before October 15, 2005. All branch offices of foreign exchange and foreign exchange management departments should submit the report and General Information Form of Joint Annual Examination on Investment Abroad (may download it from the website of State Administration of Foreign Exchange: www.safe.gov.cn to State Administration of Foreign Exchange before October 15, 2005.

7.

Cross-verification and share of annual examination data

Local competent commercial administrations and local administrations of foreign exchange should provide and verify the gathered data of annual examination to each other before October 30, 2005.

8.

File management

Local competent commercial administrations and local administrations of foreign exchange should bring related materials of joint annual examination in 2003, 2004 and 2005 into the files of the enterprises abroad corresponding to domestic investment main bodies or foreign exchange registration files of investment abroad and manage them together. Written documents should be kept for three years.

9.

Dealing with the enterprises that do not taking part in the examination

After 2005 annual examination, all local competent commercial administrations and local administrations of foreign exchange should pay attention to check up and deal with the activities violating the regulations of investment abroad of the investment main bodies under their jurisdiction (see Appendix I for principles of dealing with them). Related investment main bodies should be listed as special control targets.

10.

All local competent commercial administrations and local administrations of foreign exchange must verify how investment main bodies take part in annual examination of the enterprises abroad. Annual examination result should be important check-up target to determine whether the investment main bodies accord with the regulations.

11.

Go through domestic approval formalities afterwards

Domestic investment main bodies that have invested abroad but have not gone through all domestic approval formalities in accordance with the requirements may apply for going through related approval formalities afterwards in local competent commercial administrations and local administrations of foreign exchange (see Appendix II for procedures of going through the formalities afterwards) after they take part in 2005 joint annual examination and comprehensive achievements evaluation. Their Certificate of Annual Examination of the right year should be enclosed.

12.

In order to assure the objectiveness, truthfulness and seriousness of joint annual examination on investment abroad, Ministry of Commerce and State Administration of Foreign Exchange will form a joint working group, choosing some provinces and central enterprises to carry out joint examination on the result of 2003 and 2004 joint annual examination. Details about it will be informed later.

13.

If some problems are found in 2005 joint annual examination, please contact with Ministry of Commerce (Cooperation Department, Tel: 010-65197482, Fax: 010-65197481), or State Administration of Foreign Exchange (Capital Department, Tel: 010-68402252 Fax: 010-68402253)

It is hereby informed.

Appendix: Same as follows

Ministry of Commerce

State Administration of Foreign Exchange

April 6, 2005

Appendix 1: Principles of Dealing with the Enterprises Failing to Participate in the Examination (Omitted)

Appendix 2: Procedures for Making up the Domestic Examination and Approval Formalities (Omitted)