Notice of the Ministry of Railways on Issuing the Measures for the Administration of Examination and Approval of Sino-foreign Joint Venture Cooperation Projects in Railway System

Chapter I General Provisions I. Project Proposal

The project proposal is a proposal document submitted by the Chinese joint venturer to the higher authorities for holding a Sino-foreign joint venture project with foreign investors. The China joint venture shall, in accordance with the long-term planning of national and industrial development and the policy of economic construction, put forward preliminary opinions on the technology introduction, production scale, market sales and investment effect of the project on the basis of investigation and study and preliminary discussion with foreign investors. The purpose of compiling the project proposal is to preliminarily demonstrate the necessity and technical, financial and economic feasibility of the project construction.

The main contents of the project proposal shall include:

(1) Project name and project organizer

(2) The nature of the project and the mode of cooperation

Explain whether it is a new project or a technological transformation project, a Sino-foreign joint venture or a Sino-foreign cooperation, and at the same time explain whether the foreign investor invests in funds, equipment or technology patents.

(3) Basic information of Chinese and foreign parties

1. Chinese name and basic information of existing enterprises.

2. The name of the foreign party and the basic information of the existing company.

(IV) Reasons for winning the bid

1. Explain the necessity of project bidding from the aspects of product and technology gap at home and abroad and market demand at home and abroad.

2. Explain the possibility of bidding for this project from the aspects of sales channels, foreign capital sources and joint venture background.

(five) the main contents of the project

1. Scale and scope of production and operation.

2. Mode and duration of joint venture.

3. Planning layout, construction nature and construction situation of the joint venture company.

4. The main contents and methods of technology introduction.

5. Implementation of cooperation in major raw materials, fuel, power, transportation and production, as well as localization plan and implementation progress.

6. Enterprise environmental protection and measures taken.

7 enterprise organization, annual base and working hours quota.

8. Number of employees, salary, welfare and personnel management.

9. Investment estimation and sources of funds, capital composition, and proportion of Chinese and foreign investments.

10. foreign exchange balance and measures taken.

(6) Preliminary technical and economic analysis and risk analysis.

1. The direct economic effect after the joint venture. Such as sales revenue, taxes, profits and foreign exchange income.

2. Social and economic benefits. Such as arranging employment, saving energy and reducing consumption, eliminating pollution and reducing imports.

3. Technical advantages. Such as means of production, improvement of efficiency, saving effect of energy and raw materials, etc.

4. Factors affecting economic benefits and measures taken.

(vii) Concluding observations

Being accessories

1. Sino-foreign joint venture intention and signed agreement.

2. Basic information and credit certificate of foreign enterprises. Second, the feasibility study report

The feasibility study report is the key document to determine whether the Sino-foreign joint venture project can be carried out. Based on the project proposal, both Chinese and foreign parties jointly entrust the design department or economic and technical consulting organization to prepare it; It is the best scheme selected after economic and technical analysis at home and abroad, market investigation and the specific situation of capital investment projects by both Chinese and foreign parties, and after comparison of multiple schemes. The basic principles and data in the feasibility study report will guide the follow-up work of the project bidding process. The purpose of compiling the feasibility study report is to comprehensively analyze and evaluate the project from the aspects of technology, commerce and economy, so as to provide decision-making basis for project investment.

The main contents of the feasibility study report are:

(1) Overview

1. Name, nature, organizer, project leader and proposal approval authority.

2. Project background, basis and scope of research work.

3. Description of the social benefits of the project.

4. Overview of product production and development at home and abroad.

(2) Basic information of both parties to the joint venture

1. Basic information of the Chinese joint venture: site conditions, existing equipment and renewal plan, existing production level, current operating conditions, etc.

2. Basic information of Sino-foreign joint ventures: the name, credit standing, operation and joint venture conditions of the joint venture.

(3) Basic information of the project

1. Joint venture mode.

2. Project investment: total investment, registered capital, Chinese investment, foreign investment, solving the funding gap, subscribed capital contribution, etc.

3. Project layout and scope: product name, specifications and performance, production scale and development planning, horizontal supporting, domestic product planning, etc.

4. Selection of technology and technological process: content and method of imported technology, comparison and demonstration of several alternatives, technical level and long-term development, etc.

5. Equipment selection: according to the technical scheme, determine the types and quantities of production equipment, auxiliary facilities, instruments and tools, imported equipment, equipment sources and procurement schemes required for production.

6. Civil construction: basic natural conditions for building a factory, transportation, land acquisition, reasons for site selection, project construction scale, cost estimation, schedule arrangement, etc.

(4) Market and sales

1. Basic information of product market: the composition and scale of domestic and foreign markets at present, the changes of competitiveness before and after production and the estimation of product market development.

2. Product market demand and forecast: market sales forecast, competitive factor analysis, proportion of domestic and export products, sales channels and sales plans of the same type of products.

3. Market development and sales strategy formulation of the enterprise.

(5) Resources, raw materials, fuel and power needed for production.

1. Demand, supply channels and methods of main raw materials.

2. Demand, supply channels and methods of auxiliary materials.

3. Fuel demand, supply channels and methods.

4. Demand, supply channels and methods of wind, water, electricity and gas.

(6) Environmental protection

1. Contents of environmental protection and governance and specific prevention and control schemes.

2 environmental protection fund budget and implementation plan.

(seven) enterprise organization and personnel training

1. Organizational structure and staffing plan of the enterprise.

2 enterprise annual work base, product man-hour quota and personnel quota.

3. Personnel recruitment, management plan and personnel training plan.

4. Employees' salaries, benefits and insurance.

(8) Total investment

1. Total investment estimation.

2. Equipment investment estimation: original equipment investment, new equipment investment and supporting fees.

3. Estimation of infrastructure investment: original plant investment, new infrastructure investment and matching funds.

4. Liquidity estimation: days of capital turnover, liquidity and sources of funds.

5. Proportion of registered capital and investment.

6. Financing plans and investment progress of both parties to the joint venture.

(9) Economic benefit analysis of the project

1. Calculation of enterprise economic benefits: calculation and distribution of manufacturing expenses, period expenses and financial expenses, calculation of total cost and unit cost, calculation of product sales income and taxes, and formation and distribution of profits.

2. Calculation of project investment benefit: project capital investment plan, calculation of cash inflow and cash outflow, and calculation of investment benefit index.

3. Project risk analysis: analysis of sensitive factors, calculation of break-even point, and influence of sensitive factors on economic benefits and investment benefits.

4. Analysis of foreign exchange balance: calculation of foreign exchange income, calculation of foreign exchange expenditure, and measures to solve foreign exchange balance.

(10) comprehensive evaluation of the project

1. Technical level evaluation conclusion.

2. Evaluation conclusion of management level and social benefits.

3 investment and economic benefit evaluation conclusion.

(1 1) attachment

1. Intention document signed by both parties to the joint venture during the negotiation.

Two copies of the legal person business license and credit certificate of both parties to the joint venture.

3. The approval document of the project proposal.

4 approval documents of the State-owned Assets Administration Bureau on the evaluation of state-owned assets.

5. Approval document of the Environmental Protection Bureau on environmental assessment.

6. Investment and benefit calculation data table.