| | |
| Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures | | 中华人民共和国中外合资经营企业法 |
(Adopted at the Second Session of the Fifth National People's Congress on July 1, 1979, promulgated by Order No. 7 of the Chairman of the Standing Committee of the National People's Congress) | |
（一九七九年七月一日第五届全国人民代表大会第二次会议通过，一九七九年七月八日全国人民代表大会常务委员会委员长令第七号公布） |
| | 第一条 中华人民共和国为了扩大国际经济合作和技术交流，允许外国公司、企业和其它经济组织或个人（以下简称外国合营者），按照平等互利的原则，经中国政府批准，在中华人民共和国境内，同中国的公司、企业或其它经济组织（以下简称中国合营者）共同举办合营企业。 |
| Article 1 With a view to expanding international economic cooperation and technological exchange, the People's Republic of China shall permit foreign companies, enterprises, other economic organizations or individuals (hereinafter referred to as foreign joint venturers) to establish equity joint ventures together with Chinese companies, enterprises or other economic organizations (hereinafter referred to as Chinese joint venturers) within the territory of the People's Republic of China, on the principle of equality and mutual benefit and subject to approval by the Chinese Government. | |
|
| | 第二条 中国政府依法保护外国合营者按照经中国政府批准的协议、合同、章程在合营企业的投资、应分得的利润和其他合法权益。 |
| Article 2 The Chinese Government shall protect, in accordance with the law, the investment of foreign joint venturers, the profits due them and their other lawful rights and interests in an equity joint venture, pursuant to the agreement, contract and Articles of association approved by the Chinese Government. | |
合营企业的一切活动应遵守中华人民共和国法律、法令和有关条例规定。 |
All activities of an equity joint venture shall comply with the provisions of the laws, decrees and pertinent regulations of the People's Republic of China. | |
|
| | 第三条 合营各方签定的合营协议、合同、章程，应报中华人民共和国外国投资管理委员会，该委员会应在三个月内决定批准或不批准。合营企业经批准后，向中华人民共和国工商行政管理总局登记，领取营业执照，开始营业。 |
| Article 3 The equity joint venture agreement, contract and Articles of association signed by the parties to the venture shall be submitted to the Foreign Investment Commission of the People's Republic of China, which shall then decide to approve or disapprove the venture within three months. When approved, the equity joint venture shall register with the General Administration for Industry and Commerce of the People's Republic of China, acquire a business licence and start operations. | |
|
| | 第四条 合营企业的形式为有限责任公司。 |
| Article 4 An equity joint venture shall take the form of a limited liability company. | |
在合营企业的注册资本中，外国合营者的投资比例一般不低于百分之二十五。 |
The proportion of the foreign joint venturer's investment in an equity joint venture shall be, in general, not less than 25 percent of its registered capital. | |
合营各方按注册资本比例分享利润和分担风险及亏损。 |
The parties to the venture shall share the profits, risks and losses in proportion to their contributions to the registered capital. | |
合营者的注册资本如果转让必须经合营各方同意。 |
If any of the joint venturers wishes to assign its registered capital, it must obtain the consent of the other parties to the venture. | |
|
| | 第五条 合营企业各方可以现金、实物、工业产权等进行投资。 |
| Article 5 The parties to an equity joint venture may make their investment in cash, in kind or in industrial property rights, etc. | |
外国合营者作为投资的技术和设备，必须确实是适合我国需要的先进技术和设备。如果有意以落后的技术和设备进行欺骗，造成损失的，应赔偿损失。 |
he technology and equipment contributed by a foreign joint venturer as its investment in kind must be advanced technology and equipment that really suit China's needs. In case of losses caused by a foreign joint venturer practicing deception through the intentional provision of outdated technology and equipment, it shall compensate for the losses. | |
中国合营者的投资可包括为合营企业经营期间提供的场地使用权。如果场地使用权未作为中国合营者投资的一部分，合营企业应向中国政府缴纳使用费。 |
A Chinese joint venturer's investment may include the right to the use of a site provided for the equity joint venture during the period of its operation. If the right to the use of the site is not taken as a part of the Chinese joint venturer's investment, the equity joint venture shall pay the Chinese Government for its use. | |
上述各项投资应在合营企业的合同和章程中加以规定，其价格（场地除外）由合营各方评议商定。 |
The above-mentioned investments shall be specified in the contract and Articles of association of the equity joint venture, and their value (excluding that of the site) shall be assessed by all parties to the venture. | |
|
| | 第六条 合营企业设董事会，其人数组成由合营各方协商，在合同、章程中确定，并由合营各方委派和撤换。董事会设董事长一人，由中国合营者担任；副董事长一人或二人，由外国合营者担任。董 事会处理重大问题，由合营各方根据平等互 |
| Article 6 An equity joint venture shall have a board of directors, the size and composition of which shall be stipulated in the contract and Articles of association, after consultation between the parties to the venture; the directors shall be appointed and replaced by the relevant parties. The board of directors shall have a chairman, whose office shall be assumed by the Chinese side, one or two vice-chairmen, whose office(s) shall be assumed by the foreign joint venturer(s). In handling important problems, the board of directors shall make decisions through consultation by the parties to the venture on the principle of equality and mutual benefit. | |
利原则协商决定。 |
The functions and powers of the board of directors are, as stipulated in the Articles of association of the equity joint venture, to discuss and decide all major issues concerning the venture, namely, the venture's development plans, proposals for production and business operations, the budget for revenues and expenditures, the distribution of profits, the plans concerning manpower and wages, the termination of business, and the appointment or employment of the general manager, the vice-general manager(s), the chief engineer, the treasurer and the auditors, as well as the determination of their functions, powers and terms of employment, etc. | |
董事会的职权是按合营企业章程规定，讨论决定合营企业的一切重大问题：企业发展规划、生产经营活动方案、收支预算、利润分配、劳动工资计划、停业，以及总经理、副总经理、总工程师、总会计师、审计师的任命或聘请及其职权和待遇等。 |
The offices of general manager and vice-general manager(s) (or factory manager and deputy manager(s)) shall be assumed by the respective parties to the venture. | |
正副总经理（或正副厂长）由合营各方分别担任。 |
The employment and discharge of the workers and staff members of an equity joint venture shall be stipulated in accordance with the law in the agreement and contract concluded by the parties to the venture. | |
合营企业职工的雇用、解雇，依法由合营各方的协议，合同规定。 |
| |
|
| Article 7 The net profit of an equity joint venture shall be distributed among the parties to the venture in proportion to their respective contributions to the registered capital, after payment out of its gross profit of the equity joint venture income tax, pursuant to the provisions of the tax laws of the People's Republic of China, and after deductions from the gross profit of a reserve fund, a bonus and welfare fund for workers and staff members and a venture expansion fund, as stipulated in the venture's Articles of association. | | 第七条 合营企业获得的毛利润，按中华人民共和国税法规定缴纳合营企业所得税后，扣除合营企业章程规定的储备基金、职工奖励及福利基金、企业发展基金，净利润根据合营各方注册资本的比例进行分配。 |
An equity joint venture equipped with advanced technology by world standards may apply for a reduction of or exemption from income tax for the first two to three profit-making years. | |
具有世界先进技术水平的合营企业开始获利的头两年至三年可申请减免所得税。 |
A foreign joint venturer that reinvests its share of the net profit within Chinese territory may apply for a partial refund of the income tax already paid. | |
外国合营者将分得的净利润用于在中国境内再投资时，可申请退还已缴纳的部分所得税。 |
| |
|
| Article 8 An equity joint venture shall open an account with the Bank of China or a bank approved by the Bank of China. | | 第八条 合营企业应在中国银行或者经中国银行同意的银行开户。 |
An equity joint venture shall handle its foreign exchange transactions in accordance with the regulations on foreign exchange control of the People's Republic of China. | |
合营企业的有关外汇事宜，应遵照中华人民共和国外汇管理条例办理。 |
An equity joint venture may, in its business operations, directly raise funds from foreign banks. | |
合营企业在其经营活动中，可直接向外国银行筹措资金。 |
The various kinds of insurance coverage of an equity joint venture shall be furnished by Chinese insurance companies. | |
合营企业的各项保险应向中国的保险公司投保。 |
| |
|
| Article 9 The production and business operating plans of an equity joint venture shall be submitted to the competent authorities for the record and shall be implemented through economic contracts. | | 第九条 合营企业生产经营计划，应报主管部门备案，并通过经济合同方式执行。 |
In its purchase of required raw and semi-processed materials, fuels, auxiliary equipment, etc., an equity joint venture should give first priority to purchases in China. It may also make such purchases directly on the world market with foreign exchange raised by itself. | |
合营企业所需原材料、燃料、配套件等，应尽先在中国购买，也可由合营企业自筹外汇，直接在国际市场上购买。 |
An equity joint venture shall be encouraged to market its products outside China. It may sell its export products on foreign markets directly or through associated agencies or China's foreign trade agencies. Its products may also be sold on the Chinese market. | |
鼓励合营企业向中国境外销售产品。出口产品可由合营企业直接或与其有关的委托机构向国外市场出售，也可通过中国的外贸机构出售。合营企业产品也可在中国市场销售。 |
When necessary, an equity joint venture may set up branches and subbranches outside China. | |
合营企业需要时可在中国境外设立分支机构。 |
| |
|
| Article 10 The net profit which a foreign joint venturer receives as its share after performing its obligations under the laws, the agreements and the contract, the funds it receives upon the expiration of the venture's term of operation or its early termination, and its other funds may be remitted abroad through the Bank of China in accordance with the foreign exchange regulations and in the currency or currencies specified in the contract concerning the equity joint venture. | | 第十条 外国合营者在履行法律和协议、合同规定的义务后分得的净利润，在合营企业期满或者中止时所分得的资金以及其它资金，可按合营企业合同规定的贷币，通过中国银行按外汇管理条例汇往国外。 |
A foreign joint venturer shall be encouraged to deposit in the Bank of China the foreign exchange which it is entitled to remit abroad. | |
鼓励外国合营者将可汇出的外汇存入中国银行。 |
| |
|
| Article 11 The wages, salaries or other legitimate income earned by a foreign worker or staff member of an equity joint venture, after payment of the individual income tax under the tax laws of the People's Republic of China, may be remitted abroad through the Bank of China in accordance with foreign exchange regulations. | | 第十一条 合营企业的外籍职工的工资收入和其它正当收入，按中华人民共和国税法缴纳个人所得税后，可通过中国银行按外汇管理条例汇往国外。 |
| |
|
| Article 12 The contract period of an equity joint venture may be decided through consultation by the parties to the venture according to its particular line of business and circumstances. Upon its expiration, the joint venture contract period may be extended if the parties have reached an agreement and obtained the approval of the Foreign Investment Commission of the People's Republic of China. An application for such extension shall be made six months before expiration of the contract. | | 第十二条 合营企业合同期限，可按不同行业、不同情况，由合营各方商定。合营企业合同期满后，如各方同意并报请中华人民共和国外国投资管理委员会批准，可延长期限。延长合同期限的申请，应在合同期满六个月前提出。 |
| |
|
| Article 13 If, prior to the expiration of the contract period of an equity joint venture, there occur heavy losses, failure of a party to perform its obligations under the contract and the Articles of association or force majeure, etc., the contract may be terminated before the expiration date through consultation and agreement by the parties, and subject to approval by the Foreign Investment Commission of the People's Republic of China and to registration with the General Administration for Industry and Commerce. In cases of losses caused by a breach of contract, the financial responsibility shall be borne by the party that has breached the contract. | | 第十三条 合营企业合同期满前， 如发生严重亏损、一方不履行合同和章程规定的义务、不可抗力等，经合营各方协商同意，报请中华人民共和国外国投资管理委员会批准，并向工商行政管理总局登记，可提前终止合同。如果因违反合同而造成损失的，应由违反合同的一方承担经济责任。 |
| |
|
| Article 14 Disputes arising between the parties to an equity joint venture which the board of directors has failed to settle through consultation may be settled through mediation or arbitration by an arbitration agency of China or through arbitration by another arbitration agency agreed upon by the parties. | | 第十四条 合营各方发生纠纷，董事会不能协商解决时，由中国促裁机构进行调解或仲裁，也可由合营各方协议在其它仲裁机构仲裁。 |
| |
|
| Article 15 This Law shall go into effect on the day of its promulgation. The power to amend this Law is vested in the National People's Congress. | | 第十五条 本法自公布之日起生效。本法修改权属于全国人民代表大会。 |
| | | |
| | | |