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Anonymous users2024-02-06Article 1: These Provisions are formulated on the basis of the "Company Law of the People's Republic of China" and the relevant laws and administrative regulations on foreign-invested enterprises, so as to regulate conduct involving the merger and division of foreign-invested enterprises and to protect the lawful rights and interests of enterprise investors and creditors.
Article 2 These Provisions apply to the merger or division of Sino-foreign joint ventures, Sino-foreign cooperative joint ventures with legal personality, foreign-funded enterprises, and foreign-invested shares (hereinafter referred to as companies) established within the territory of China in accordance with the laws of China.
The merger of the company with domestic enterprises in China shall be handled with reference to the relevant laws, regulations and these provisions.
Article 3 The term "merger" as used in these regulations refers to the merger of two or more companies into one company through the conclusion of an agreement in accordance with the relevant provisions of the Company Law.
A merger can take the form of an absorption merger or a new merger.
Merger by absorption refers to the company's acceptance of other companies to join the company, the continuing existence of the receiving party, and the dissolution of the joining party.
A new merger refers to the merger of two or more companies to establish a new company, and the parties to the merger are dissolved.
Article 4 The term "division" as used in these regulations refers to the division of a company into two or more companies in accordance with the relevant provisions of the Company Law through a resolution of the highest authority of the company.
The division of a company can take two forms: a division of existence and a division of dissolution.
Survival division refers to the separation of a company into two or more companies, and the company continues to exist and establishes more than one new company.
Dissolution and division refers to the dissolution of a company into two or more companies, and the company dissolves and establishes two or more new companies.
Article 5 The merger or division of a company shall abide by China's laws, regulations, and these provisions, follow the principles of voluntariness, equality, and fair competition, and shall not harm the public interest and the legitimate rights and interests of creditors.
The merger or division of a company shall comply with the provisions of the Interim Provisions on Guiding or Guiding the Direction of Foreign Investment and the Catalogue for the Guidance of Foreign Investment Industries, and shall not result in a foreign investor being a sole proprietorship, controlling or dominance in a company that does not allow a wholly foreign-owned, controlled or dominant industry.
If the company changes its industry or business scope due to merger or division, it shall comply with the provisions of relevant laws, regulations and national industrial policies and go through the necessary approval procedures.
Company Law of the People's Republic of China
Article 172:A merger of a company may be a merger by absorption or a merger by a new establishment.
The absorption of another company by one company is a merger by absorption, and the absorbed company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.
Article 173:In the case of a merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the creditor does not receive the notice, it may request the company to pay off the debts or provide corresponding guarantees.
Article 174:When a company is merged, the creditor's rights and debts of the parties to the merger shall be inherited by the surviving company or the newly established company after the merger.
At present, foreign-funded enterprises are not allowed to handle telecommunications services including ICP under the policy, if they have to handle the enterprise to become a Sino-foreign joint venture, the Chinese party accounts for at least 51% of the capital, and can only handle it after meeting the conditions
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