中外合资经营企业法实施条例 英文Word文档格式.docx

1、s Republic of China on Chinese-Foreign Equity Joint Ventures （hereinafter referred to as the Law on Chinese-Foreign Equity Joint Ventures）.Article 2 Chinese-foreign equity joint ventures （hereinafter referred to as joint ventures） established within Chinas territory in accordance with the Law on Chi

2、nese-foreign Equity Joint Ventures are legal persons in China and are subject to the jurisdiction of Chinese laws and enjoy protection there of. Article 3 Joint ventures established within Chinas territory shall be able to promote the development of Chinas economy and the raising of scientific and t

3、echnological levels for the benefit of socialist modernization. Joint ventures permitted to be established are mainly in the following industries:（1） Energy development, the building material, chemical and metallurgical industries;（2） Machine manufacturing, instrument and meter industries and offsho

4、re oil exploitation equipment manufacturing;（3） Electronics and computer industries, and communication equipment manufacturing;（4） Light, textile, foodstuffs, medicine, medical apparatus and packaging industries;（5） Agriculture, animal husbandry and aquiculture;（6） Tourism and service trades. Articl

5、e 4 Joint ventures to be applied for their establishment shall lay stress on economic results and shall comply with one or several of the following requirements:（1） They shall adopt advanced technical equipment and scientific managerial methods which help increase the variety, improve the quality an

6、d raise the output of products and save energy and materials;（2） They shall prove to be conducive to technical renovation of enterprises and be able to bring about quicker returns and bigger profits with less investment;（3） They shall help expand exports and thereby increase foreign currency receipt

7、s;（4） They shall help train technical and managerial personnel.Article 5 Application for establishing joint ventures shall not be approved if they involve any of the following circumstances:（1） Detriment to Chinas sovereignty;（2） Violation of Chinese Law;（3） Nonconformity with the requirements of th

8、e development of Chinas national economy;（4） Environmental pollution;（5） Obvious inequity in the agreements, contracts and articles of association signed, impairing the rights and interests of one of the parties.Article 6 unless otherwise stipulated, the government department in charge of the Chines

9、e joint venturer in a joint venture shall be the department in charge of the joint venture （hereinafter referred to as the department in charge）. If a joint venture has two or more Chinese joint venturers which are under different departments or from different regions, the departments and regions co

10、ncerned shall, through consultation, designate a department in charge. Departments in charge are responsible for providing guidance and assistance and exercising supervision over the joint ventures.Article 7 A joint venture has the right to independently conduct business operations and management wi

11、thin the scope as prescribed by Chinese laws and regulations, and by the agreement, contract and articles of association of the joint venture. The departments concerned shall provide support and assistance. Chapter II Establishment and RegistrationArticle 8 The establishment of a joint venture in Ch

12、ina is subject to examinationand approval by the Ministry of Foreign Economic Relations and Trade of the Peoples Republic of China （hereinafter referred to as the MOFERT）.Upon approval, an Approval Certificate shall be issued by the MOFERT. The MOFERT may entrust the peoples governments in the relat

13、ed provinces, autonomous regions, and municipalities directly under the Central Government or relevant ministries or bureaus under the State Council （hereinafter referred to as the entrusted office） with the power to examine and approve the establishment of joint ventures that comply with the follow

14、ing conditions:（1） The total amount of investment is within the limit set by the State Council and the source of capital of the Chinese venturers has been ascertained;（2） No additional allocation of raw materials by the State is required and the national balance as to fuel, power transportation and

15、foreign trade export quotas is not affected. The entrusted office, after approving the establishment of a joint venture,shall report the same to the MOFERT for the record. An Approval Certificate shall be issued by the MOFERT. （The MOFERT and the entrusted office will hereinafter be generally referr

16、ed to as the examining and approving authorities.）Article 9 The following procedures shall be followed in the establishment of a joint venture:（1） It is the Chinese joint venturer in a joint venture that shall submit to its department in charge a project proposal and a preliminary feasibility study

17、report of the joint venture to be established with foreign joint venturer. The proposal and the preliminary feasibility study report, upon examination and approval by the department in charge, shall be submitted to the examining and approving authorities for final approval. The parties to the ventur

18、e shall then conduct work centering around the feasibility study, and then proceed on this basis, to negotiate and sign joint venture agreement, contract and articles of association;（2） When applying for the establishment of a joint venture, the Chinese joint venturer is responsible for the submissi

19、on of the following documents to the examining and approving authorities:（a） A written application for the establishment of the joint venture;（b） The feasibility study report jointly prepared by the parties to the venture; （c） Joint venture agreement, contract and articles of association signed by r

20、epresentatives authorized by the parties to the venture;（d） List of candidates for chairman and vice-chairman of board of directors and directors nominated by the parties to the venture;（e） Written opinions concerning the establishment of the said venture of the department in charge and the peoples

21、government of the province, autonomous region or municipality directly under the Central Government where the joint venture is located. The aforesaid documents shall be written in Chinese. Documents （b）, （c） and （d） may be written simultaneously in a foreign language agreed upon by the parties to th

22、e joint venture. Both versions are equally authentic. Article 10 Upon receipt of the documents stipulated in Article 9 （2）, the examining and approving authorities shall, within 3 months, decide whether to approve or disapprove them. Should anything inappropriate be found in any of the aforementione

23、d documents, the examining and approving authorities shall demand an amendment within a limited time? Otherwise, no approval shall be granted. Article 11 The applicant shall, within one month as of the receipt of the Approval Certificate, register with the administrative department for industry and

24、commerce of the province, autonomous region or municipality directly under the Central Government in accordance with the provisions of the Measures of the Peoples Republic of China for the Administration of the Registration of Chinese-Foreign Equity Joint Ventures （hereinafter referred to as registr

25、ation administration office）. The date of the issuance of its business license is the date of the formal establishment of the joint venture. Article 12 Any foreign investor who intends to establish a joint venture in China but is unable to find a specific co-operator in China may submit a preliminar

26、y plan for the joint venture project and entrust the China International Trust and Investment Corporation （CITIC） or a trust and investment corporation of a trust and investment corporation of a province, autonomous region or municipality directly under the Central Government, or a relevant governme

27、nt department or a non-governmental organization, to recommend Chinese co-operators.Article 13 He joint venture agreement mentioned in this Chapter refers to the document agreed upon by the parties to the joint venture on some major points and principles governing the establishment of the joint vent

28、ure. Joint venture contract refers to the document agreed upon and concluded by the parties to the joint venture on their mutual rights and obligations. Articles of association refers to the document agreed upon by the parties to the joint venture specifying the purpose, organizational principles an

29、d method of management of the joint venture in compliance with the principles of the joint venture contract. Where the joint venture agreement comes into conflict with the contract, the latter shall prevail. The parties to the joint venture may agree to sign the contract and articles of association

30、only, without signing an agreement.Article 14 A joint venture contract shall include the following main items:（1） The names, the countries of registration, the legal addresses of parties to the joint venture, and the names, positions and nationalities of the legal representatives thereof;（2） Name of

31、 the joint venture, its legal address, purpose and the scope and scale of business;（3） total amount of investment and registered capital of the joint venture, amount, proportion and forms of investment to be contributed by each party to the joint venture, the time limit for contributing investment, stipulations concerning incomplete contributions, and assignments of investments;（4） The proportion of profit to be shared and losses to be borne by each party;（5） The composition of the board of directors, the di