Article 1
These Measures are formulated for the purpose of attracting foreign investment for the development and management of tracts of land (hereinafter referred to as "tract development") so as to intensify the construction of public works, improve the environment for investment,introduce foreign-invested technically advanced enterprises and export-oriented enterprises and develop the export-oriented economy.
Article 2
The term "tract development" as used in these Measures means that after obtaining the right to the use of state-owned land, the investors shall carry out, as planned, comprehensive development and construction on the land, including levelling the ground and constructing such public works as water supply and drainage systems, power and heat supply systems, roads and communications networks, and communications facilities, so that conditions shall be created for the land to be used for industrial or other construction purposes. The investor shall then transfer the right to the use of the land for operating public utilities, or proceed to construct such above-ground buildings as industrial houses and the supporting facilities for production and everyday life services and engage in the business activities of transferring or leasing these above-ground buildings.
Definite development targets shall be specified for tract development and there shall be definite construction projects that are intended to make use of the developed land.
Article 3
With respect to a project to attract foreign investment for tract development, the municipal or county people's government shall organize the drawing up of a tract development project proposal (or a feasibility study report, the same hereinafter).
With respect to a tract development project which is to make use of 1,000 mu or less of arable land or 2,000 mu or less of other land and whose amount of investment for comprehensive development falls within the limits of powers for examination and approval of the people's government of the province, autonomous region or municipality directly under the Central Government (including the people's government or administrative committee of a special economic zone, the same hereinafter), the project proposal shall be submitted to the people's government of the province, autonomous region or municipality directly under the Central Government for examination and approval.
With respect to a tract development project which is to make use of more than 1,000 mu of arable land or more than 2,000 mu of other land and whose amount of investment for comprehensive development exceeds the limits of powers for examination and approval of the people's government of the province, autonomous region or municipality directly under the Central Government, the project proposal shall be submitted, through the people's government of the province, autonomous region or municipality directly under the Central Government, to the State Planning Commission for examination, verification and overall balancing and then to the State Council of the People's Republic of China for examination and approval.
Article 4
Foreign investors who intend to invest for tract development shall, in accordance with the respective provisions of the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures, the Law of the People's Republic of China on Chinese-Foreign Contractual Joint Ventures and the Law of the People's Republic of China on Foreign-Capital Enterprises, form a Chinese-foreign equity joint venture, or a Chinese-foreign contractual joint venture or a foreign-capital enterprise (hereinafter referred to as a "development enterprise") to engage in the development and management of the tract of land.
Development enterprises shall be governed and protected by the law of China and all their activities shall abide by the laws and regulations of the People's Republic of China. Development enterprises shall have the right to act on their own in business operations and management in accordance with the law, but they shall have no administrative power in their development areas. The relationship between a development enterprise and other enterprises shall be of a commercial nature.
The State encourages the state-owned enterprises to form development enterprises with foreign investors by using the right to the use of state-owned land as investment or condition of co-operation.
Article 5
Development enterprises shall obtain the right to the use of the state-owned land in their development areas in accordance with the Law.
In assigning the right to the use of State-owned land to a development enterprise, the people's government of the municipality or county where the development area is located shall, in accordance with the laws and administrative rules and regulations of the State on the administration of land, rationally specify the bounds of the tract of land, the purpose of its use, the term of assignment, the assignment fee and other conditions, sign a contract for assigning the State-owned land and submit it for approval in accordance with the limits of powers for examination and approval with respect to the assignment of the right to the use of State-owned land.
Article 6
After the right to the use of State-owned land has been assigned, the resources and objects buried thereunder shall continue to be owned by the State. If it is necessary to exploit and utilize them, the exploitation and utilization shall be administered in accordance with the pertinent laws and administrative rules and regulations of the State.
Article 7
A development enterprise shall draw up a tract development plan or a feasibility study report which shall specify the overall targets and respective targets for different stages, the specific details and requirements in the actual development, and the plan to utilize the developed land.
The tract development plan or feasibility study report shall, after examination and verification by the municipal or county people's government, be submitted to the people's government of the province, autonomous region or municipality directly under the Central Government for examination and approval. The examining and approving authorities shall organize the competent authorities concerned to provide co-ordination concerning the construction and management of the relevant public works.
Article 8
If the development area is within the limits of a planned urban area, the various items of development and construction shall be in conformity with the requirements of city planning and be submitted to the administration of the planning.
The various items of construction in a development area shall be in conformity with the laws, administrative rules and regulations and standards of the State concerning environmental protection.
Article 9
A development enterprise may transfer the right to the use of the state-owned land only after it has carried out the plan of tract development and satisfied all the conditions prescribed in the contract for assigning the right to the use of the state-owned land. No development enterprise that fails to invest for the development of the land in accordance with the conditions prescribed in the contract for assigning the right to the use of the state-owned land and the requirements of the plan for tract development may transfer the right to the use of the state-owned land.
The transfer or mortgage of the right to the use of state-owned land by development enterprises and other enterprises, and the termination of the right to the use of state-owned land shall be handled in accordance with the laws and administrative rules and regulations of the State on the administration of land.
Article 10
A development enterprise may attract investors to the development area to make investment, accept the transferred right to the use of state-owned land and launch enterprises. Enterprises with foreign investment shall be established in accordance with the respective provisions of the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures, the Law of the People's Republic of China on Chinese-Foreign Contractual Joint Ventures and the Law of the People's Republic of China on Foreign-Capital Enterprises.
The launching of enterprises in the development areas shall be in conformity with the State policy concerning the investment in industries.
The State encourages the launching of technically advanced enterprises and export-oriented enterprises.
Article 11
The postal and communication undertakings in the development areas shall be placed under the unified planning, construction and management of the postal department. Or they may, with the approval of the province, autonomous region or municipality directly under the Central Government, be constructed with investment by a development enterprise; or the
development enterprise and the postal department may pool their investment for the construction of communications facilities, which, in either case, shall be transferred, after completion, to the postal department for operation, with financial compensation to be given to the development enterprise in accordance with the contract signed between the two parties.
Article 12
Development enterprises that invest in public utilities of their own such as power stations, heat stations and water plants within the development area may operate the business of power, water and heat supplies within the development area or hand them over to the local enterprises of public utilities for operation. If the capacity of the public utilities is in surplus, which renders it necessary to be supplied to places outside the development area or to be connected to a network outside the development area for operation, the development enterprise shall sign a contract with the local enterprises of public utilities in accordance with the pertinent
provisions of the State and operate in accordance with the conditions prescribed in the contract. If it is necessary for a development area to use water and power resources from outside, the business thereof shall be operated by the local enterprises of public utilities.
Article 13
If a development area covers a coastal port or bay, or a river port sector, the coastline or riverside line shall be placed under the unified planning and administration of the State. The development enterprise may construct and operate a special port area and wharf in accordance with the unified planning of the competent state communication authorities.
Article 14
No business activities or social activities that are banned by the laws and administrative rules and regulations of the State may be engaged within the development areas.
Article 15
If special administrative measures are required in respect of import and export administration and Customs administration for a development area which is mainly intended for the operation of export processing enterprises, these shall be submitted to the State Council of the People's
Republic of China for approval and specific measures of administration shall be formulated by the competent authorities of the State.
Article 16
The general administration, judicial administration, port administration and Customs administration in a development area shall be organized and exercised respectively by the competent authorities of the State, the people's government of the locality where the development area is situated, and the judicial organs that have jurisdiction.
Article 17
Tract development with investment by firms, enterprises and other economic organizations or individuals from the regions of Hong Kong, Macao and Taiwan shall be governed with reference to these Measures.
Article 18
These Measures shall be put into effect within the limits of the specific economic zones, the open coastal cities and the open coastal economic zones as of the date of promulgation.
相关法律服务
杨春宝一级律师简介
杨春宝一级律师,大成上海高级合伙人、资本市场部主任、国资基金研究中心主任,大成中国区私募基金专业带头人、科技与文化法律研究中心联合牵头人。执业30余年,长期从事私募基金、投融资、并购重组法律服务,尤其对对赌研究颇深且具有非常丰富的实战经验,并专注于金融机构股权投资业务。2004年起多次入选The Legal 500"私募基金"和"公司与商业"等境内外各类律师榜单,代理的中国法院首例适用外国法律审理外国公司的董事损害小股东权益纠纷案入选上海高院发布的《上海法院域外法查明典型案例》和威科先行"要案头条"。入选上海涉外法律人才库、上海市司法局鼎新法治人才库、上海国有企业改制法律顾问团,具有上市公司独立董事任职资格,系多家知名高校的兼职教授或兼职研究生导师及上海市商务委跨国经营人才培训班讲师。出版《私募股权投资基金风险防控操作实务》等16本投融资法律专著。了解更多常见法律问题
什么是外商投资成片土地开发?有何法律要求?
①外商投资成片土地开发,是指外国投资者在依法取得国有土地使用权后,按照既定规划对土地进行综合性开发建设,包括平整场地以及建设供水、排水、供电、供热、道路、通讯等公用设施,使土地达到可供工业或其他建设使用的条件。其法律性质属于外商投资从事土地开发经营,须遵守中国法律,开发企业享有经营自主权,但不具有行政权力,与其他企业之间是商业关系。开发项目须有明确发展目标和具体建设项目。②依据相关管理规定,外商投资开发成片土地应当组成中外合资经营企业、中外合作经营企业或者外资企业形式的开发企业,由该企业作为开发经营主体。国家鼓励国有企业以国有土地使用权作价投资或作为合作条件与外商共同设立开发企业。这一制度设计将土地开发纳入外商投资企业法律框架,既保护投资权益,也限制开发企业的公权力边界。同时,开发企业的经营活动与所在区域行政管理权严格区分,其与区内其他企业之间仅存在合同或商业往来关系。③实务中应注意,开发企业取得的仅是国有土地使用权,对地下埋藏资源不享有所有权,如欲开发利用须另行依法办理。同时,开发企业必须在取得土地使用权后按规划实施开发,不能仅持有土地而不进行实际投入。投资者应当预先评估土地开发条件、规划审批要求及后续转让限制,避免因未完成开发而无法转让获利。建议在项目启动前明确开发目标、建设周期和投资回报路径,并与当地政府签署清晰的出让合同,以保障各项权利义务可执行。
外商投资成片土地开发项目如何审批?
①外商投资成片土地开发项目实行分级审批制度。按照土地面积和综合开发投资额两个标准,确定省级人民政府与国务院的审批权限。凡使用耕地一千亩以下、其他土地二千亩以下,且综合开发投资额在省级审批权限以内的,由项目所在地省级人民政府,包括经济特区人民政府或管理委员会,负责审批。超出上述面积或投资额的,须经省级人民政府报国家计划部门审核平衡后,由国务院审批。②上述审批机制体现了对土地资源利用规模的控制。例如,使用耕地一千亩以下或其他土地二千亩以下的项目,属于地方审批范围;一旦超过该界限,则必须上报中央审批。该设计既赋予地方一定灵活性,又对大规模用地项目保留中央统筹权,防止耕地过度占用。同时,项目建议书或可行性研究报告由市县组织编制,经省级政府批准后实施。审批机关还会组织相关主管部门对公共设施建设和管理进行协调。③实务中,投资者在启动项目前应当准确测算拟开发土地面积和投资总额,根据分级标准确定报批路径。对于跨级项目,应预留充足的审批时间,并协同地方政府完成项目建议书、可行性研究报告的编制和上报。还需注意省级政府可能委托经济特区等机构审批,但权限层次不得突破。若项目涉及耕地,尤需审慎,因为超过一千亩即可能升级至国务院审批,时间与成本显著增加。此外,应当准备完善的开发规划,以满足审批机关对明确建设目标的要求。
开发企业转让土地使用权需满足哪些条件?
①依据成片土地开发管理规定,开发企业转让国有土地使用权并非无条件进行。核心规则是,开发企业只有在按照批准的土地成片开发规划和土地使用权出让合同约定的条件完成开发建设后,方可转让国有土地使用权。若未按合同投入开发,也未达到规划要求,则不得转让。转让、抵押以及土地使用权终止等行为,均须遵守国家有关土地管理的法律法规。②该限制旨在防止土地闲置和投机炒地。例如,出让合同通常会明确土地用途、开发期限和建设标准,规划文件会写明各阶段目标、具体开发内容和建成土地的使用安排。开发企业必须完成场地平整、公用设施建设等实质性开发工作,使土地具备转让条件后,才能进入二级市场流转。如果只取得土地而未开发,法律明确禁止其转让。开发企业吸引投资者进入开发区时,也需要先将建设用地条件落实到位,再办理相关手续。③实务中,开发企业应当妥善保存开发过程中的投资凭证、工程进度文件及竣工验收材料,以证明满足转让条件。受让方也应审查转让人是否已履行合同约定的开发义务,防范购买未开发土地导致交易无效的风险。此外,土地使用权转让后,地下资源权属仍归国家,受让人仅取得地表使用权,不得擅自开采。建议在转让合同中明确开发完成的具体标准,避免日后争议。同时关注城市规划与环保要求,确保开发建设合规。
以上内容仅供参考,不构成法律意见。如需专业法律服务,请联系杨春宝一级律师:chambers.yang@dentons.cn




