Decree of the MOFCOM and the Ministry of Land and Resources
 No 4
The Measures for the Administration of Foreign-Invested Mineral Exploration Enterprises, which was passed in the 73rd ministerial meeting of the Ministry of Commerce (MOFCOM) on Feb. 27, 2008 and the review of the Ministry of Land and Resources (MLR) are hereby promulgated, which shall enter into force as of Aug.20, 2008.
Minister Chen Deming
Minister Xu Shaoshi
July 18, 2008
Measures for the Administration of Foreign-Invested Mineral Exploration Enterprises
Article 1 For the purpose of opening the mineral exploration field wider to the outside world and regulating the approval and administration of foreign-invested mineral exploration enterprises, the Measures hereby are formulated in accordance with the Law of the People’s Republic of China on Sino-foreign Equity Joint Venture, the Law of the People’s Republic of China on Sino-foreign Contractual Joint Venture, the Law of the People’s Republic of China on Foreign-Invested Enterprises, the Mineral Resources Law of the People’s Republic of China and other laws and regulations.
Article 2 Foreign-invested mineral exploration enterprises herein refer to foreign-invested enterprises registered in China to engage in mineral (except oil, natural gas and coalbed gas, the same below) exploration investment and relevant activities.
Article 3 Foreign-invested mineral exploration enterprises established in China by wholly foreign-owned enterprises, individuals or other economic organizations (hereafter referred to as foreign investors) or by foreign investors with Chinese enterprises and other economic organizations (hereafter referred to as Chinese investors) shall observe provisions herein. Geological exploration entities registered in China and engaging in business according to law may be deemed as Chinese investors.
Article 4 Foreign-invested mineral exploration enterprises shall observe laws, administrative regulations and relevant rules of the People’s Republic of China, and their proper mineral exploration activities as well as legitimate rights and interests are protected by Chinese laws. The State encourages foreign investors having mineral exploration experience or financial capability in exploration to invest in mineral exploration activities, and encourages Foreign-invested mineral exploration enterprises to utilize their high-tech technical methods in mineral exploration activities and exert positive functions in the sustained development of the mining industry.
Article 5 Commercial departments and administrations of land and resources at all levels shall supervise and regulate the business activities of Foreign-Invested mineral exploration enterprises by law.
Article 6 Chinese investors may use their legitimate exploration rights and relevant geological exploration materials thereof as their capital or contractual contribution. Any Chinese investor who uses its exploration rights obtained by State capital contribution shall comply with the relevant provisions.
Article 7 Foreign-invested mineral exploration enterprises under the catalogue of industries in which foreign investment is restricted in the Catalogue of the Guidance of Foreign Investment Industries shall be approved and administrated by the MOFCOM; other mineral exploration enterprises shall be approved and administrated by commercial departments of provinces, autonomous regions, municipalities directly under the Central Government and separately planning cities (hereinafter referred to as provincial commercial departments).
Article 8 Following documents shall be submitted to commercial departments for establishing foreign-invested mineral exploration enterprises:
(1) Application form;
(2) Project feasibility report with signatures of all parties invested;
(3) Contract and articles of association (foreign-invested enterprises submit articles of association only);
(4) Roll of the board of directors and all parties’ letters of appointment for the members of the board of directors;
(5) Enterprise name pre-verified notice issued by administrations of industry and commerce;
(6) Documents regarding registration and credit certification of Chinese and foreign investors;
(7) Written explanations on the establishment of exploration right and exploration investment etc., exploration right evaluation report and copies of exploration license, where any Chinese investor uses its exploration right as capital contribution or a condition for cooperation;
(8) Written explanations on the business operation of foreign investors; and
(9) Other documents required by approval agencies.
The project feasibility report shall fully illustrate technical methods employed in the exploration, economic benefits, use of resources, environmental protection, safety guarantee and human resources except the basic situation of the project.
Article 9 An application for establishing a foreign-invested mineral exploration enterprise shall comply with provisions of relevant laws and administrative regulations on foreign investment and go through following procedures:
(1) Documents provided for in Article 8 herein shall be submitted to provincial commercial department;
(2) Provincial commercial department shall take counsel with administrations of land and resources at the same level within five working days upon receipt of total application documents; if the administrations of land and resources give an approval, provincial commercial departments shall make a decision whether approve or disapprove within 45 working days; for those approved, the Approval Certificate for Foreign-Invested Enterprise shall be granted; while for those disapproved, reasons shall be given in written form. For those that shall be submitted to the MOFCOM for approval in accordance with Article 7 herein and other laws and regulations on foreign investment, provincial commercial department shall make primary verification of application documents and directly submit to the MOFCOM within one month upon receipt of total application documents;
(3) The MOFCOM shall take counsel with the MLR within five working days upon receipt of total application documents. If the MLR gives an approval, the MOFCOM shall make a decision whether approve or disapprove within 45 working days; for those approved, the Approval Certificate for Foreign-Invested Enterprise shall be granted; while for those disapproved, reasons shall be given in written form; and
(4) Where any Chinese investor use its exploration right as capital contribution or a condition for cooperation, the commercial departments shall take counsel with military administrations.
Article 10 An applicant shall go through registration procedures with administrations of industry and commerce against its Approval Certificate for Foreign-Invested Enterprise within one month upon its receipt of the approval certificate.
Article 11 A foreign-invested mineral exploration enterprise shall apply for exploration license with administrations of land and resources against its Approval Certificate for Foreign-Invested Enterprise and business license in accordance with relevant provisions of the State. A foreign-invested mineral exploration enterprise established by law may apply for exploration license according to its exploration projects and the application of exploration license shall not be restricted to the region where the enterprise registered.
Where any foreign-invested mineral exploration enterprise obtains exploration license in places other than that where its domicile located, the enterprise shall register its branch in administration of industry and commerce according to its exploration project.
Article 12 Where any foreign-invested mineral exploration enterprise apply for any increase of investment and registered capital according to advancement of its exploration project, it shall, except submitting relevant legal documents to approval agencies according to law, illustrate the purposes of increased capital, capital source, operation, use of exploration license and payment of relevant charges in the capital increase application form. The approval agencies shall make a decision whether approve or disapprove within 45 days upon receipt of total capital increase application documents. For those disapproved, reasons shall be given in written form.
Where any foreign-invested mineral exploration enterprise changes its exploration schemes after capital increase, it shall submit the altered scheme to the original exploration license registration agency for approval.
Article 13 A Sino-foreign contractual mineral exploration joint venture shall make agreement on the percent of rights and interests shared by each party. If there are more than two exploration projects, agreements on the percent of rights and interests shared by each party may be made respectively for each one.
Article 14 Where any Chinese investor is a state-owned geological exploration entity, if it uses any exploration right of its subsidiary engaging in geological exploration as capital contribution or a condition for cooperation, it shall provide a letter of agreement with the signature of person-in-charge of the subsidiary as well as official seal of the subsidiary. Where any state-owned geological exploration entity use its own exploration right as capital contribution or a condition for cooperation, it shall submit a document stating the competent department at a higher level agrees the transference.
Article 15 A foreign-invested mineral exploration enterprise is allowed to engage in geological exploration activities corresponding to its qualification only after it has applied for and obtained geological exploration certification.
Article 16 A foreign-invested mineral exploration enterprise shall submit following documents to approval agencies before March every year:
(1) Document concerning exploring operation (report to exploration license issuing agency for filing at the same time);
(2) Document concerning tax payment;
(3) Document concerning environmental protection;
(4) Document concerning land use; and
(5) Document concerning participation in joint annual check over Foreign-Invested enterprise.
Article 17 A foreign-invested mineral exploration enterprise shall engage in exploration and business activities only in places open to foreigners in accordance with relevant provisions of the State.
Article 18 Where any foreign investor goes listing abroad with its mineral exploration results in China, it shall submit the document stating situation about listing to the MOFCOM and the MLR for filing.
Article 19 Where any foreign-invested mineral exploration enterprise transfers its exploration right, it shall go through relevant approval procedures at administration of land and resources and report to the MOFCOM for filing.
Article 20 Where any foreign-invested mineral exploration enterprise discovers any exploitable mineral resource, the kind of which is under the Catalogue of the Guidance of Foreign Investment Industries, and plans to explore it by itself, it shall apply for and obtain exploration license and apply for the alteration of business scope at the original approval agency in accordance with relevant provisions of the State. After has been approved, it shall apply to the administration of industry and commerce for alteration of registration.
Article 21 An investor of a foreign-invested mineral exploration enterprise may establish Foreign-Invested enterprise engaging in mineral exploration separately and go through transference procedures of exploration right according to law or make the said Foreign-Invested enterprise engaging in mineral exploration apply for and obtain exploration license directly according to law.
Article 22 Where the main mineral kind discovered by any foreign-invested mineral exploration enterprise is under the catalogue in which foreign exploration is prohibited in the Catalogue of the Guidance of Foreign Investment Industries, the enterprise may transfer the exploration right; where associated ores discovered is under the catalogue in which foreign exploration is prohibited, while the foreign investor needs to explore and mine them with the main mineral, it shall go through relevant registration alteration in accordance to provisions after has obtained approval from the MLR and the MOFCOM.
Article 23 The Measures are applicable to investors from Taiwan, Hong Kong Special Administrative Region and Macau Special Administrative Region to establish a mineral exploration enterprise in the mainland of China.
Article 24 The MOFCOM and the MLR are responsible for interpreting the Measures within the limits of their functions and powers respectively.
Article 25 The Measures shall enter into force as of August 20, 2008.
This English version is only for reference. To learn more, please refer to the authoritative Chinese version.
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