1. With regard to a foreign investor' merger and acquisition (M&A) of a domestic enterprise that falls under the scope of M&A security review specified in the Notice of the General Office of the State Council on Launching the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, the investor shall file an application with the Ministry of Commerce for M&A security review.
If the M&A is carried out by two or more foreign investors, they may jointly file an application with the Ministry of Commerce for M&A security review or designate one of the investors (hereinafter referred to as the "applicant") to do so.

2. Where local commerce competent authorities handle  applications for M&A transactions in accordance with the Provisions on Foreign Investors' Merger with and Acquisition of Domestic Enterprises, the Certain Provisions on Change of the Equity Interests of the Investors of A Foreign-Invested Enterprise, and other relevant provisions, if the concerned M&A transactions fall under the scope of security review while the applicants fail to file applications with the Ministry of Commerce for M&A security review, the concerned local  commerce competent authorities shall temporarily refuse to accept the applications, require the applicants to file applications for M&A security review with the Ministry of Commerce, and report the relevant information to the Ministry of Commerce.

3. Before filing an official application with the Ministry of Commerce for M&A security review, an applicant may request a negotiation with the Ministry of Commerce on the procedural issues concerning its M&A of a domestic enterprise.

4. An applicant shall submit the following documents when filing an official application with the Ministry of Commerce for M&A security review:
(1) Written application for M&A security review and a statement describing the concerned M&A transaction, to which the signature of the legal representative of the applicant or authorized representative shall be affixed;
(2) Identity certification, registration certification, or credit worthiness certification documents of the foreign investor which have been notarized or certified in accordance with the law; identity certification document of the legal representative, or the power of attorney issued by the foreign investor and identity certification document of the authorized representative thereof;
(3) Statement on the information pertaining to the foreign investor and its associated enterprises (including its actual controller or parties acting in concert), and a statement on its relationship with the government of relevant countries;
(4) Statement on operating status of the target domestic enterprise, its articles of association, business license (photocopy), audited financial statements for the previous year, chart of its organizational structures prior to and after the M&A, and a statement on the operating status of enterprises invested by the target enterprise, and business licenses (photocopy) of such enterprises;
(5) Contract, articles of association, and partnership agreement of the foreign-invested enterprise to be established after the M&A, and the name list of members of the board of directors thereof appointed by the shareholders, and senior executives to be engaged such as the general manager, partners, etc.;
(6) In the case of M&A involving equity transfer, the equity transfer agreement or the agreement on subscription by the foreign investor for capital increase of the domestic enterprise, resolution of the shareholders' meeting or general meeting of shareholders of the target domestic enterprise, and the relevant asset evaluation report shall be submitted;
(7) In the case of M&A involving transfer of assets, the resolution of the ultimate decision-making body or property right owner of the concerned domestic enterprise approving the sale of the assets, assets purchase agreement (including the checklist and status of the assets to be purchased), statement on the information of each party to the agreement, and the relevant asset evaluation report shall be submitted;
(8) Statement on the impact of the voting rights enjoyed by the foreign investor after the M&A on the resolution of the shareholders' meeting, general meeting of shareholders, or the board of directors, or on the execution of partnership affairs, a statement on other situations that may result in the transfer of actual controlling rights related to business decision-making, financial matters, human resources, technologies, etc., to the foreign investor or its domestic or overseas associated enterprises, and the agreement or documents relevant to the abovesaid situations; and
(9) Other documents required by the Ministry of Commerce.

5. Where the application documents for M&A security review submitted by an applicant are complete and meet the statutory requirements, the Ministry of Commerce shall notify the applicant in writing of the acceptance of the application.
Where the M&A transaction included in the application falls under the scope of M&A security review, the Ministry of Commerce shall notify the applicant in writing within 15 working days and, within the following five working days, file a request with the ministerial panel for the security review of M&As of domestic enterprises by foreign investors (hereinafter referred to as "Ministerial Panel") for review.
Within the 15 working days after the applicant is notified of the acceptance of the application, the applicant shall not proceed the M&A transaction, and the local commerce competent authority shall not conduct M&A review. After 15 working days, if the Ministry of Commerce has not sent a notice in writing to the applicant, the applicant may complete the relevant formalities in accordance with the relevant laws and regulations of the State.

6. The Ministry of Commerce shall, upon the receipt of the written review opinions of the Ministerial Panel, notify an applicant (or parties concerned) and the relevant local commerce competent authority responsible for M&A administration of the same within five working days.
(1) Where the M&A will not have any impact on the national security, the applicant may complete the M&A formalities with the relevant department with the corresponding administration authority in accordance with the Provisions on Foreign Investors' Merger with and Acquisition of Domestic Enterprises, the Certain Provisions on Change of the Equity Interests of the Investors of A Foreign-Invested Enterprise, the Interim Provisions on Investment Made by Foreign-Invested Enterprises in China, and other relevant provisions;
(2) Where the M&A is likely to have impact on the national security, the applicant shall not apply for and proceed the concerned M&A transaction before completing appropriate adjustments to the M&A transaction, modification to the application documents and the formalities for re-examination; or
(3) Where the foreign investor's M&A of a domestic enterprise has already caused, or is likely to cause, serious impact on the national security, according to the review opinions of the Ministerial Panel, the Ministry of Commerce shall, in conjunction with other relevant departments, terminate the concerned transaction, or adopt equity or asset transfer or other effective measures to eliminate the influence of the said M&A on the national security.

7. After the Ministry of Commerce files a request with the Ministerial Panel for review, if the applicant modifies the relevant content of the application documents or cancels the M&A transaction, it shall submit to the Ministry of Commerce the transaction modification plan or M&A cancellation application. The Ministry of Commerce shall submit the same to the Ministerial Panel within five working days upon receipt of the application report and relevant documents.

8. With regard to a foreign investor's M&A of a domestic enterprise, if the relevant departments under the State Council, national industrial associations, enterprises in the same trade, and other enterprises on the upstream and downstream sides believe it necessary to conduct the M&A security review, they may make proposals to the Ministry of Commerce on conducting the M&A security review, and submit a statement on the relevant information (including the basic information of the M&A, the specific influence on the national security, etc.). Where the M&A falls under the scope of security review, the Ministry of Commerce shall, according to the decision of the Ministerial Panel, require the foreign investor to file an application for M&A security review in accordance with these Provisions.

9. With regard to a foreign investor's application for M&A of a domestic enterprise that was not submitted to the Ministerial Panel for review or the Ministerial Panel believed would not have any impact on the national security after review, if the M&A falls under the security review scope specified in the Notice of the General Office of the State Council on Launching the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors due to adjustment to the M&A transaction, modification of relevant agreement or document, or other factors after the M&A deal has been in progress, the parties concerned shall suspend the transaction, and the foreign investor shall file an application with the Ministry of Commerce for M&A security review.

10. With regard to matters that are not covered in these Provisions, the Notice of the General Office of the State Council on Launching the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors shall apply.

11. These Provisions shall come into force on March 5, 2011, and remain valid until August 31, 2011.