Chapter I General Provisions

Article 1 In order to further deepen the reform of foreign investment management system, these measures are developed in accordance with the Administrative License Law of the People's Republic of China, Provisions on Guiding the Orientation of Foreign Investment, Decision of the State Council on Reform of the Investment System (No 20 [2004], State Council), Catalogue of Investment Projects Approved by the Government (2014), and the Administrative Measures for Approval and Record-filing of Foreign Investment Projects (No 12, National Development and Reform Commission). 

Article 2 These measures adapt to various foreign-invested projects, such as Chinese-foreign joint ventures, Chinese-foreign cooperation, wholly foreign-funded enterprises, foreign-invested partnerships, foreign mergers and acquisitions of domestic enterprises, foreign-invested enterprises' capital increase and reinvestment projects within the scope of the Guangxi Zhuang autonomous region. 

Article 3 The investment department of the autonomous regional government refers to the Development and Reform Commission of Guangxi Zhuang autonomous region and its Commission of Industry and Information Technology. The investment departments of the local governments refer to the development and reform departments of cities and counties of Guangxi as well as their industry and information technology departments.

Article 4 The project approval authorities and record-filing institutions mentioned in the Measures refer to the administrative departments that have the corresponding project approval and record-filing rights. The development and reform departments of the governments at all levels are the organs for the approval and recording-filing of construction projects. The industrial and information technology departments are responsible for the approval and record-filing of renewal projects. 

Article 5 The Development and Reform Commission is responsible for the approval and record-filing of foreign investment projects in the region, and is also responsible for the approval, supervision, and coordination of foreign investment projects. The development and reform departments of the local governments at or above the county level are responsible for the approval and record-filing of projects within the administrative areas, and are responsible for the guidance, supervision, and coordination of the approval, record-filing, and review of the investment projects within the administrative areas. 

Article 6 The authorization of the national-level development zone that has been approved by the state and issued by the local governments shall be the same as that of the prefecture-level city (excluding the items controlled by China), and the zone shall be responsible for the record-filing of the projects within its jurisdiction.

Chapter II Management mode 

Article 7 Foreign-invested projects shall be subject to approval and record-filing administration in accordance with different circumstances. 

Article 8 In accordance to the Catalogue of Investment Projects Approved by the Government, the foreign-invested projects subject to the approval catalogue include:

(1) The encouraged projects included in the Catalogue with a total investment (including capital increase) of one billion dollars and above, which meet the requirements of the Chinese party holdings (including relative holdings), and the restricted projects with a total investment (including capital increase) of 100 million dollars and above (excluding real estate), shall be approved by the National Development and Reform Commission.

(2) The restricted projects including the real estate and others with a total investment of less than 100 million dollars, shall be approved by the investment departments of Guangxi Zhuang autonomous region's government. The encouraged projects included in the Catalogue with a total investment (including capital increase) of less than one billion dollars, which meet the requirements of the Chinese party holdings (including relative holdings), shall be approved by the investment departments of the prefecture-level cities. 

(3) The foreign investment projects listed in items 1 to 10 of the Catalogue other than the first two provisions shall be approved in accordance with the provisions of items 1 to 10 in the Catalogue. 

(4) For the foreign investment projects approved by the investment departments of the prefecture-level cities, the authority for approval shall not be delegated.

Article 9 Foreign-invested projects outside the scope of Article 8 of the Measures shall be filed by the investment departments of local governments. The projects filed by the investment departments of the People's Government of the autonomous region in accordance with the national laws and regulations and special regulations for industry management shall be implemented in accordance with relevant regulations. 

Article 10 The total investment of foreign-invested enterprises' capital-raising projects shall be calculated according to the amount of the new investment, and the total investment of mergers and acquisitions projects shall be calculated in accordance with the transaction amount.

Article 11 Foreign investment regarding national security shall be conducted in accordance with relevant regulations.

Chapter III Project Approval 

Article 12 Foreign-invested projects that are going to apply for approval by the investment departments of the People's Government of the autonomous region shall submit three application reports. The report shall include the following contents: 

(1) Situation of the project and the investors;

(2) Analysis of resource utilization and ecological environment impact;

(3) Analysis of economic and social impact. 

The application report for acquisition of a domestic enterprise by a foreign investor shall include the circumstances of the merger and acquisition, merger and acquisition arrangements, financing options and the status of the acquired side, the mode of operation, scope and equity structure after acquisition, and the utilization for the income obtained. 

Article 13 Application report shall include the following documents:

(1) Certificates of enterprise registration of Chinese and foreign investors, and the latest audited financial statements of the enterprise (including assets liabilities sheet, income statement, and cash flow statement), and proof of credit issued by the bank where the investor opened the account;

(2) Letter of Intent for Investment, Resolution of the Board of Directors of the capital increase and merger and acquisition projects;

(3) Written proposal of site selection issued by the administrative department of urban and rural planning (only refers to the project of providing State-owned land use rights by means of allocation);

(4) The construction project for the pre-trial opinions issued by the administrative department of land and resources (new land is not involved, the project to be rebuilt or expanded within the approved construction land may not have been pre-qualified for use)

(5) Environmental impact assessment approval documents issued by the administrative department of environmental protection;

(6) Energy conservation review opinions issued by the energy conservation review authority;

(7) The confirmation documents where the State-owned assets have invested issued by relevant competent authorities shall be submitted.

(8) Other documents that should be submitted in accordance with the provisions of relevant laws and regulations. 

Article 14 Projects approved by the autonomous region shall be submitted by the applicant to the investment department of the local government where the project is located, and shall be submitted to the investment department of the autonomous region for approval. The enterprises managed by the autonomous region may directly submit the application report to the investment department of the autonomous region's government, and attach the initial review opinions of the investment department of the local government where the project is located.

Projects approved by the state shall be submitted to the National Development and Reform Commission for approval after being reviewed by the investment department of the government of the autonomous region; the projects planned by the enterprise group and the centrally administered enterprise within the autonomous region may directly submit application report to the National Development and Reform Commission, and attach the opinions of the investment department of the autonomous regional government. 

Article 15 If the application materials are incomplete or do not meet relevant requirements, the project approval authority shall inform the applicant to supplement the materials at one time within 5 working days.

Article 16 For projects involving the functions of the competent departments of relevant industries, the project approval authority shall invite relevant authorities to issue written review opinions within 7 working days. If the authorities fail to provide written review opinions within the time limit, they shall be deemed to have agreed. 

Article 17 The project approval authority shall, within 4 working days from the date of accepting the application report, entrust a qualified consulting institution to conduct evaluation and demonstration on the key issues that need to be evaluated and demonstrated, and the consulting agency that accepts the entrustment shall present an assessment report within the prescribed time. 

For projects that may have a significant impact on the public interest, the project approval authority shall take appropriate measures to solicit public opinions when conducting the approval. For particularly important projects, an expert review system can be implemented. 

Article 18 The project approval authority shall, within 20 working days from the date of accepting the application, complete the approval of the application report. In the case it is not, 10 more working days shall be approved by the head of the department, and reasons for the extension of the time limit shall be informed to the applicant. 

The time required for the approval of the evaluation and the evaluation of the experts shall not be counted in the approval period specified in the preceding paragraph. 

Article 19 Requirements for the approval of foreign-invested projects:

(1) The project shall comply with national laws and regulations, the Catalogue, and the Catalogue of Advantageous Industries for Foreign Investment in the Central and Western Regions;

(2) The project shall comply with development planning, industrial policies and access standards;

(3) Rationally develops and effectively utilizes resources;

(4) It does not affect national security and ecological security;

(5) It does not have a material adverse effect on the public interest;

(6) It shall comply with relevant provisions of state capital project management and foreign debt management. 

Article 20 For the projects to be approved, the approval authority shall issue a written approval document and copy it to relevant departments of industry management, urban and rural planning, land and resources, environmental protection, and energy conservation review. For projects that are not approved, it shall describe the reasons and inform to the project reporting unit of the right to apply for administrative reconsideration or file an administrative lawsuit according to law. 

Article 21 The project approval document shall be valid for 2 years from the date of issuance. If the project is not implemented within the validity period of the approval document, the unit shall apply to the original approval authority for extension within 30 days before the expiration date of the approval document. If the project is not implemented within the validity period of the approval document and has not applied for an extension, or the application for extension is not approved, the original approval document will automatically become invalid. 

Chapter IV Record-filing 

Article 22 When the project reporting unit applies to the corresponding project filing authority for record-filing, it shall submit the following documents and materials in three copies:

(1) Application report for record-filing;

(2) Project registration form;

(3) Certificates of enterprise registration of Chinese and foreign enterprises and the latest audited financial statements of the enterprise (including balance sheet, income statement and cash flow statement), and capital credit certificate issued by the bank where the account is opened;

(4) Investment letter of intent, resolution of the board of directors of the company for capital increase and mergers and acquisitions;

(5) Other documents in accordance with the provisions of laws and regulations.

Article 23 The application report for record-filing shall include the following contents:

(1) The situation of the project investor;

(2) The proposed construction situation, including the construction site, scale and main construction items;

(3) The total investment and source of funds of the project, and the ratio of shares of the investors.

Article 24 After receiving the record-filing materials submitted by the project reporting unit, the filing authority shall, if the materials are complete and meet the requirements, issue a record receipt to the project reporting unit; if the materials are incomplete or do not meet the requirements, the project reporting unit shall be notified at one time in 3 working days to clarify and supplement relevant materials, and application shall be accepted at the day of receiving eligible application materials. 

Article 25 The record-filing authority shall review the project according to the following conditions:

(1) Whether it complies with the provisions of the national laws and regulations, the Catalogue for the Guidance of Foreign Investment Industries, and the Catalogue of Advantageous Industries for Foreign Investment in the Central and Western Regions;

(2) Whether it conforms to the national economic and social development plan and industry plan;

(3) Whether it meets the national industrial policy and industry access standards;

(4) Whether it is a record-filing project.

Article 26 For projects with complete materials that meet the conditions for record-filing, the record-filing authority shall provide a written reply within 5 working days; for projects that do not meet the conditions for filing, the record-filing authority shall inform and issue a written opinion within 5 working days to the project reporting unit, and explain the reasons for not filing.

Article 27 The application shall be filed in a written manner, and the online application method shall be gradually implemented; the project reporting unit shall independently choose whether to conduct the record-filing on-site, by telephone or via on-line inquiries. The record-filing authority shall set up an inquiry telephone number and record-filing website and announce it to the public. 

Article 28 If the project reporting unit has any objections to the filing decision, it may decide to file an administrative reconsideration or an administrative lawsuit according to law. 

Article 29 The record-filing document shall be valid for 2 years from the date of issuance. If the project is not implemented within the validity period, the unit shall apply to the original filing agency for an extension at 30 days before the expiration date of the filing document. If the project is not implemented within the validity period and has not applied for an extension, or the application for extension is not approved, the original filing document will automatically be invalid.　

Chapter V Project Changes 

Article 30 If a project approved or filed is in any of the following circumstances, it shall apply to the original approval authority for a change:

(1) The location of the project has changed;

(2) The investor or equity has changed;

(3) The main construction contents and scale of the project has changed;

(4) Other circumstances in which relevant laws, regulations and industrial policies require for changes. 

Article 31 The procedures for the approval and filing of changes shall be implemented in accordance with the relevant provisions of the foregoing Measures. 

Article 32 If an approved project is subject to the scope of record-filing management after being changed, it shall be handled in accordance with the filing procedure; if the project to be filed is subject to the approved management scope after being changed, it shall be handled in accordance with the approval procedure. 

Chapter VI Supervision and management　

Article 33 For projects that are not approved or filed in accordance with the prescribed procedures, relevant departments shall not handle relevant formalities, and financial institutions shall not provide credit support.

Article 34 The approval and record-filing organs at all levels shall perform the duties of approval and record-filing, improve supervision, management and service, and complete the approval and filing in accordance with relevant regulations. 

Article 35 The investment departments of the people's governments at various levels shall, together with the departments of industry management, urban and rural planning, land and resources, environmental protection, financial supervision, and safety production supervision at the same level, investigate and supervise the approval and record-filing of foreign-invested projects, speed up the improvement of the information system, seriously investigate and punish violations and conduct bad credit records, and achieve information sharing on administrative approval and market supervision.

Article 36 The autonomous region's Development and Reform Commission shall actively use the electronic information system of foreign investment project management established by the National Development and Reform Commission, realizing inquiry and supervision level of foreign investment projects.

Article 37 The development and reform departments of the districts and cities shall summarize the approval and filing projects on the 5th day of each month, including the project name, approval and filing number, the location of the project, the Chinese and foreign investors, the construction content, and the source of funds, and submit it to the Autonomous Region Development and Reform Commission, who will then submit the approval and filing projects of the whole district to the National Development and Reform Commission on the 8th day of each month. The industrial and information departments at all levels shall, when issuing approval and filing documents, send copies to the development and reform departments at the same level and other relevant departments. 

Chapter VII Legal liability 

Article 38 If the approval and filing authority and its staff violate the relevant provisions of these Measures, the administrative department at the higher level or the supervisory department shall order it to make corrections; if the circumstances are serious, the directly responsible head and other directly responsible personnel shall be brought to administrative disciplinary action according to law.

Article 39 If the staff of the approval and filing authorities abuse their powers for personal gain during the approval and filing process, they shall be given administrative sanctions according to law; if they are suspected of committing any crime, they shall be transferred to the judicial organs for handling. 

Article 40 Consultation and evaluation agencies and their personnel, and experts participating in appraisal shall, in the process of carrying out evaluation that fails to abide by the provisions of national laws and regulations and these Measures, be investigated for their corresponding responsibilities according to law. 

Article 41 If the project reporting unit applies for approval or filing with unfair means such as by splitting projects or providing false materials, the approval and filing authority shall not accept or refuse the approval or record-filing. If the project approval or filing documents have been obtained, the approval and filing authority shall cancel the documents according to law. If construction has already started, the construction shall be ordered to stop. The corresponding approval and filing authorities and relevant departments shall incorporate them into the bad credit record and pursue the legal responsibilities of the responsible person according to law. 

Chapter VIII Supplementary Provisions

Article 42 Each district/city development and reform commission may, in accordance with relevant laws and regulations and the Measures for the Administration of the Approval and Record-filing of Foreign Investment Projects, formulate specific implementation measures for the approval of foreign investment projects and corresponding Service Guide. 

Article 43 The investment projects held by investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan region at the mainland shall be implemented in accordance with these Measures. 

Projects invested by foreign investors in Renminbi shall be implemented in accordance with these Measures. 

Article 44 Foreign investment projects that are managed according to special provisions of laws and regulations shall be implemented in accordance with the Measures. 

Article 45 These Measures shall be interpreted by the Development and Reform Commission of the autonomous region.

Article 46 These Measures shall come into force on January 1, 2015. The Provisional Administrative Measures for the Approval of Foreign Investment Projects of Guangxi Zhuang Autonomous Region issued by the People’s Government of the Autonomous Region on July 20, 2005 shall be abolished at the same time.

(This English version is only for reference. To learn more, please refer to the authoritative Chinese version.)