I. The equity transfer process of a wholly foreign-owned enterprise 1. Where the equity is transferred to a third party other than the shareholders, the shareholders who transfer the equity shall apply to the board of directors of the company. 2. Both parties sign the equity transfer agreement. 3. In the process of equity transfer, in order to prevent the loss of state-owned assets, it shall be implemented in accordance with the provisions of Article 3 of the Measures for the Evaluation of State-owned Assets issued by the State Council. 4. Equity transfer of Sino-foreign joint ventures and Sino-foreign cooperative companies. 5. Withdraw the original shareholder's capital contribution certificate. Article 71 Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail. 2. An application form for administrative license (filing) submitted to the Commercial Committee (signed and sealed by the legal person), a copy of the approval certificate and a copy of the business license. Resolution of the board of directors (signed by all directors; If a sole proprietorship enterprise does not have a board of directors, it shall issue an application stating the changes, which shall be signed by the legal representative). Contract and articles of association modification agreement (the contract and articles of association modification agreement shall clearly modify the terms, which shall be signed by the legal representative of the investor and stamped with the official seal of the enterprise; If it is wholly foreign-owned, investors can sign it. The modification of the agreement shall be regarded as the supplement and continuation of the original contract and articles of association. If the contract and articles of association are terminated early, an agreement to terminate the contract and articles of association shall be provided). Share conversion agreement (including the following contents: name, domicile, name, position and nationality of legal representative of transferor and transferee). Share of transferred equity and its price. Deadline for delivery of equity transfer. The rights and obligations of the transferee as stipulated in the enterprise contract and articles of association. Liability for breach of contract. Applicable law and dispute settlement. Entry into force and termination of the agreement. Time and place of conclusion of the agreement. Signature and seal of all parties to the share conversion). A copy of the list of the new board of directors (with the personal signatures, positions and appointees of the directors), a letter of appointment of the new directors (signed by way of appointment and stamped with the official seal of the appointer) and a copy of the new director's ID card. If there is no board of directors, a copy of the letter of appointment and identity certificate of the legal representative shall be provided. If the foreign investor is a company, it is required to provide the business start-up certificate, valid certificate of the legal representative (including the list of investors' shareholders, the list of the board of directors, and the resolution of the authorized signature representative of the board of directors) and credit certificate (issued by the bank where the account is opened, and this certificate does not need notarization). If the foreign investor is a natural person, it is required to provide a copy of the ID card and a credit certificate (issued by the bank where the account is opened, and this document does not need to be notarized). If the new investor is a company, it is required to provide a copy of the business license of China (with the official seal of China). If the new investor is a natural person, a copy of the ID card is required. According to the requirements of the Implementation Opinions on Several Issues Concerning the Application of Laws in the Examination, Approval and Registration of Foreign-invested Companies, the certificate needs to be notarized by the local notary office and certified by the Chinese embassy or consulate in that country, and Hong Kong, Macao and Taiwan only need to provide notarized documents from the local notary office. Letter of commitment (signed and sealed by the legal representative), power of attorney of the person in charge, copy of ID card and capital verification report. Other documents prescribed by the examination and approval authority. Three. Materials provided to AIC: equity transfer agreement; An amendment or revised Articles of Association signed and sealed by shareholders, signed by the legal representative of the company and stamped with the official seal of the company; A copy of the approval from the examination and approval authority and the approval certificate of the foreign-invested enterprise; If the transfer of state-owned property rights is involved, the property right transaction certificate issued by Beijing Property Rights Exchange Co., Ltd. shall be submitted; Involving the transfer of state-owned property rights of central enterprises, it shall submit the Certificate of Property Rights Transaction issued by the pilot institution of state-owned property rights transaction of central enterprises; Involving the transfer of state-owned property rights in different places, according to the relevant provisions of the local government's state-owned property rights, submit the delivery documents of property rights transfer issued by the prescribed property rights trading institutions or the approval documents of property rights transfer issued by the state-owned assets management department; If the shareholders change, the legal qualification certificate of the transferee shall be submitted (the qualification certificate shall be submitted according to the relevant requirements when the company is established); Power of Attorney for the Service of Legal Documents signed by the new foreign investor and the domestic legal document service recipient, and a copy of the subject qualification certificate or identity certificate of the authorized person. The equity transfer process of a wholly foreign-owned enterprise is as described above. Wholly foreign-owned enterprises only need to follow the above procedures when registering their shares. It should be noted that wholly foreign-owned enterprises not only need to register with the industrial and commercial departments, but also need to submit relevant certification materials to the Commercial Committee. Don't confuse wholly foreign-owned enterprises with ordinary companies. There is an essential difference between the two.