To: departments in charge of commerce of all provinces, autonomous regions, municipalities, cities under central planning, the cities of Harbin, Changchun, Shenyang, Jinan, Nanjing, Hangzhou, Guangzhou, Wuhan, Chengdu and Xi'an, Xinjiang Production and Construction Corps, and state-class economic and technology development zones

In order to change the government's functions, standardise the work in examining and approving foreign investment and raise the efficiency in work, the administrative matters in examining foreign investment in the venture capital field are hereby notified as follows:

1. The power to examine and administer the establishment and alteration of foreign-invested venture capital enterprises and foreign-invested venture capital management enterprises each with a total investment of US$100 million or less is vested with the departments in charge of commerce of all provinces, autonomous regions, municipalities, cities under central planning, the cities of Harbin, Changchun, Shenyang, Jinan, Nanjing, Hangzhou, Guangzhou, Wuhan, Chengdu and Xi'an, and Xinjiang Production and Construction Corps (hereinafter referred to as "provincial-level departments in charge of commerce"), and state-class economic and technology development zones.

2. The provincial-level departments in charge of commerce and state-class economic and technology development zones shall examine strictly according to the Regulations on Administering Foreign-Invested Venture Capital Enterprises, related laws and regulations of the state and related policies, and make a written decision of giving approval or not within 30 days starting from the day when the application materials are received in full. When examining the applications for establishing foreign-invested venture capital enterprises, they shall solicit the written opinions of the administrative department in charge of science and technology of the same level. If approval is given, the provincial-level departments in charge of commerce and state-class economic and technology development zones shall grant the certificate of approval for foreign-invested enterprise, fill in the Sheet for Filing for Foreign-Invested Venture Capital Enterprise, and also promptly make a report to the Ministry of Commerce for the record via the system for examining, approving and administering foreign-invested enterprises.

3. The follow-up alteration matters of foreign-invested venture capital enterprises and foreign-invested venture capital management enterprises established with approval by the Ministry of Commerce (except for a single-time capital expansion in excess of US$100 million of a foreign-invested venture capital enterprise and change of indispensable investor), are subject to examination and approval by the provincial-level departments in charge of commerce and state-class economic and technology development zones.

4. The provincial-level departments in charge of commerce and state-class economic and technology development zones shall not further transfer their examination and approval power to other lower level local departments, and shall also make reports without delay of the problems they find during the course of examination and administration to the Ministry of Commerce. If there is any act of examination and approval against the provisions, the Ministry of Commerce will in line with the circumstances criticize in public or even recall the power for examination and administration.

5. Venture capital enterprises shall fill in the Sheet for Filing of Foreign-Invested Venture Capital Enterprise and report their circumstances concerning capital raising and use in the preceding year to the provincial-level departments in charge of commerce and state-class economic and technology development zones in March of every year. The provincial-level departments in charge of commerce and state-class economic and technology development zones shall give the certificate for filing that will be used as one of the examination materials for venture capital enterprises to take part in joint annual examination. The provincial-level departments in charge of commerce and state-class economic and technology development zones shall make a summary report to the Ministry of Commerce in May of every year.

6. This Circular shall come into force on the date of its promulgation.

Ministry of Commerce
The People's Republic of China
March 5, 2009