Article 1 In order to implement the duties of the contributor, regulate the investment activities of central enterprises, improve the scientific and democratic character of investment decision-making of central enterprises and effectively prevent investment risks, these Measures are formulated according to the Company Law of the People's Republic of China, the Interim Regulations on the Supervision and Administration of State-Owned Assets of Enterprises and other laws and regulations.

Article 2 Central enterprises hereof referred to in the present Measures are the enterprises for which the State-Owned Assets Supervision and Administration Commission of the State Council (hereinafter referred to as the SASAC) implements the duties of the contributor (hereinafter referred to as the enterprises).

Article 3 Investment hereof referred to in the present Measures are the following investment activities conducted by the enterprises within the territory of China:

(1) Investment in fixed-assets;

 (2) Property acquisition; and

(3) Long-term equity investment.

Article 4 The SASAC shall, in accordance with laws, supervise and administrate the investment activities of the enterprises, and guide them to establish and improve the procedures of investment decision-making and management systems.

Article 5 The enterprises are the subjects of investment activities, and shall formulate and implement the procedures of investment decision-making and management systems, establish and improve management organs accordingly, and report them to the SASAC for filing.

Article 6 The investment activities of the enterprises, as well as the supervision and administration of the SASAC to these activities, shall follow the principles as follows:

(1) In conformity to the development plans and industrial policies of the state;

(2) In conformity to the distribution and structural adjustment direction of the enterprises;

(3) In conformity to the development strategies and plans of the enterprises;

(4) Giving prominence to the major business, which is in favor of enhancing the core competitiveness of the enterprises;

(5) The investment in non-major business shall be in conformity to the direction of adjustment and reform of the enterprises and shall not affect the development of the major business;

(6) In conformity to the procedures of investment decision-making and management systems of the enterprises;

(7) The investment scale shall be in conformity to the scale of assets and business, the level of assets and liabilities and the actual capital raising capacity of the enterprises; and

(8) Having carried through adequate scientific authentication, and the anticipatory investment proceeds shall not be lower than the average level of the same domestic industry in the same period.

Major business hereof refers to the major business operations as determined in the development strategies and plans of the enterprises, and as confirmed and publicized by the SASAC; and non-major business hereof refers to the business operations other than the major business.

Article 7 An enterprise shall, in line with its development strategies and layouts, weave annual investment plans, and the major investment activities of an enterprise shall be brought into the annual investment plans.

The annual investment plans of an enterprise shall cover the following contents:

(1) The overall investment scale, and sources and composition of funds;

(2) The investment scale of both major business and non-major business; and

(3) The basic information about the investment project (including the contents, investment amount, composition of funds, anticipatory investment proceeds and implementing years, etc. of the project).

Investment projects as mentioned in the annual investment plans of an enterprise refer to those investment projects which are studied and decided by the board of directors or the executive meeting of general managers of the enterprise (including the investment projects of its subsidiary companies) in accordance with the investment management system of the enterprise.

Article 8 The enterprises shall submit the annual investment plans within the prescribed time limit as required by the SASAC.

The uniform format, time limit or any other requirement about the submission of the annual investment plans of the enterprises shall be separately prescribed by the SASAC.

Article 9 The SASAC shall implement the classified supervision and administration of the investment activities of the enterprises:

(1) In respect of the solely state-owned companies, which have established the normalized board of directors pursuant to the relevant provisions of the SASAC, the SASAC shall implement the filing administration of investment projects in accordance with the annual investment plans of the enterprises.

(2) In respect of the solely state-owned enterprises and solely state-owned companies which have not established the normalized board of directors yet, the SASAC shall, in accordance with the annual investment plans of the enterprises, implement the filing administration of investment projects in the major business; and shall implement the approval of the investment projects in the non-major business, and make examination decisions within 20 working days.

(3) The state-holding companies shall submit the annual investment plans to the SASAC in accordance with these Measures.

(4) The enterprises of other types shall be executed with reference to the state-holding companies.

Article 10 Where an enterprise superadds any project beyond the annual investment plans, it shall report the relevant information to the SASAC in time, and the SASAC shall implement the administration pursuant to Article 9 of these Measures.

Article 11 An enterprise shall report any of the following significant investment matters to the SASAC in time:

(1) As to the investment projects which need to be approved by the State Council or by the relevant departments of the State Council in accordance with the present investment administrative provisions of the state, the enterprise shall submit relevant documents to the State Council or the relevant departments of the State Council with copies sent to the SASAC.

(2) If any of the following cases occurs during the implementation course of an investment project of the enterprise, this enterprise shall go through the procedure of investment decision-making again, and report the decision-making opinions to the SASAC in written form timely:

a. Significant adjustment of the investment amount, sources or composition of funds, which causes excessive corporate debts and exceeds the affordability of the enterprise or affects the normal development of the enterprise;

b. Significant alternation of the equity structure, which causes transfer of the enterprise controlling right; or

c. Serious breach of the contact by the investment partner, which damages the rights and interests of contributors.

(3) Other significant investment matters that need to be reported to the SASAC.

Article 12 The SASAC shall establish a statistical and analysis system about the investment by the enterprises, and an enterprise shall submit the information concerning annual investment implementations and the analysis materials as required by the SASAC, and some key enterprises shall submit the information concerning quarterly investment implementations.

Article 13 An enterprise shall implement the follow-up appraisal and management of investment projects, and the specific work contents and requirements shall be executed with reference to the Guidelines for the Follow-Up Appraisal of Fixed Assets Investment Projects of Central Enterprises. The SASAC shall choose some investment projects that have been completed by the enterprises for the follow-up appraisal in accordance with the requirements.

Article 14 The SASAC has the obligation of keeping secret of the materials submitted by the enterprise in accordance with the present Measures.

Article 15 Where an enterprise acts against the present Measures or the provisions on the procedures of its investment decision-makings, it shall be ordered to make correction by the SASAC; if the cases are so serious as to bring great losses to the enterprise, the responsibilities of the relevant personnel of the enterprise shall be investigated pursuant to the relevant provisions.

If any relevant responsible person of the SASAC violates the present Measures, he shall be ordered to make corrections by the SASAC; if the cases are serious, administrative punishments shall be imposed on him according to law.

Article 16 The specific provisions concerning supervision and administration of overseas investment of the enterprises shall be otherwise prescribed by the SASAC.

Article 17 The present Measures are subject to the interpretation by the SASAC.

Article 18 The present Measures shall come into force as of July 1, 2006.  

Source: www.fdi.gov.cn)