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外商在华投资经历了呼唤外资、外资扩张和外资控股、控市三个阶段。外商在华投资控股的历程反映了外商控股实践与我国外资立法初衷相歧相悖,对我国经济发展的边际贡献率产生负面效应,其主要原因是我国现行法律对我国新形势下外资控股应对不足,主要表现为外资产业导向政策失范、控股比例缺乏上限限制、控股方式不健全、控股审批权限混乱、控股规则缺乏契合性等。应对外商控股的法律对策主要包括三方面:一是尽快修改《中外合资经营企业法》,禁止或限制外资控股;二是制定统一的《并购法》,限制或禁止外资并购控股;三是完善相关配套法律制度。以外资并购控股法为主轴,相关配套法律为补充,共同应对外商控股对我国经济发展产生的负面效应。
Foreign investment in China has experienced three stages of calling for foreign investment, foreign investment expansion and foreign investment holding and market control. The history of foreign investment in China reflects the fact that the practice of foreign ownership contradicts the original intention of our country’s foreign investment legislation and has a negative effect on the marginal contribution rate of China’s economic development. The main reason is that under the current law in our country, Mainly for the loss of the orientation of foreign-oriented industrial policies, the lack of control of the upper limit, the holding method is not perfect, the power of approval approval confusion, the lack of control rules fit. The legal measures to deal with foreign holding mainly include three aspects: First, amend the Sino-Foreign Equity Joint Venture Law as soon as possible to prohibit or restrict the foreign-funded holding; second, formulate a unified “M & A law” to restrict or prohibit foreign acquisitions; third, improve the relevant Supporting legal system. Take the foreign-funded M & A as the main axis and the relevant supporting laws as a supplement to jointly cope with the negative effects that foreign-controlled companies have on China’s economic development.