商务部关于外商投资非商业企业增加分销经营范围有关问题的通知
Notice of the Ministry of Commerce on Matters Relating to Additions to Distribution Business Scope of Foreign Invested Non-commercial Enterprises

Pursuant to the Administrative Measures on Foreign Investment in Commercial Fields (MOFCOM Decree [2004] No.8), the Ministry of Commerce hereby issues a notice on matters relating to additions to distribution business scope of non-commercial foreign invested enterprises:

In the case of additions to the distribution business scope of a non-commercial foreign invested enterprise, all investing parties in the enterprise shall make changes to the enterprise’s contract ad articles of association pursuant to relevant laws, fill out the application forms (see Annexes 1 and 2), notify in accordance with the legal procedures for applying expanded business scope and exchange for the approval certificate for FIEs.  The specific distribution method (wholesaling, retailing or commissioning) shall be identified in the application forms, accompanied with a catalogue of commodities operated by the FIE.

In the case of franchise activities, the review will be conducted in accordance with the Regulations on Commercial Franchising.  The specific requirements will be outlined in a separate notice.

Competent provincial commerce authorities shall fill out the application form (see Annex 3) in the place of a non-commercial FIE or investing FIE applying for additions to its distribution scope.

In the case of a non-commercial FIE applying for additions to its distribution business scope and for a retail outlet or a newly-established FIE having in its business scope the distribution of non self-produced products, the review shall be conducted in accordance with Decree No.8.

Various competent provincial commerce authorities shall accept or forward the applications of enterprises for additions to their business scope within the review and approval power vested in their by Decree No.8.

Ministry of Commerce of the People’s Republic of China

Annex 1:

Application Form for Additions to
Distribution Business Scope of a Non-commercial FIE

Note: If a production enterprise retains its production nature after the alteration in business cope, its revenues from distribution are generally no higher than 30% of the enterprise’s total sales.  If it turns into a non production enterprise, no restrictions will be imposed on the proportion of distribution revenues.

Signature of the Legal Representative

Seal of the Enterprise

Annex 2:

Application Form for Additions to Distribution Business Scope of an Investing Firm or Regional Headquarters

Signature of the Legal Representative

Seal of the Enterprise

The foreign invested enterprise of investment nature hereby makes the following assurances:

1.   Abiding by the Foreign Trade Law of the PRC and its supplementary regulations and rules

2.   Abiding by the Administrative Measures on Foreign Investment in Commercial Fields

3.   Abiding by laws, regulations and rules of the PRC on import and export, customs, foreign exchange, taxation, inspection and quarantine, environmental care, intellectual property which are relevant to the distribution business.

4.   Making due contribution to the registered capital of the enterprise before the deadline specified in the contract/articles of association

5.   Having passed the joint annual review of FIEs

6.   Having provided complete, accurate and authentic information in this form and made complete, accurate and legal submissions.

Annex 3:

Application Form for Additions to Distribution Business Scope of a Foreign Invested Non-commercial Enterprise/Investing Firm

File Number