exercise怎么读中华人民共和国中外合资经营企业法(英文版)

2021年1月19日发(作者：osama)
烟台大学法学院



法律硕士张川方

中华人民共和国中外合资经营企业法

Law of the People
’
s Republic of China on Sino-Foreign Equity Joint Ventures

Article 1

With
a
view
to
expanding
international
economic
cooperation
and
technological
exchange,
the
People
’
s
Republic
of
China
permits
foreign
companies,
enterprises,
other
economic
entities
or
individuals (hereinafter referred to as foreign parties) to incorporate themselves, within the territory
of the PRC, into
equity joint ventures(
股份式合营企业
)
with Chinese companies, enterprises or other
economic entities (hereinafter referred to as Chinese parties) on the principle of equality and mutual
benefit and subject to authorization by the Chinese Government.

Article 2

(1)
The
Chinese
Government
protects,
by
the
legislation
in
force
,
the
investments
of
foreign
parties, the profits due to them and their other lawful rights and interests in equity joint ventures,
pursuant
to
the
agreements,
contracts
and
articles
of
association
approved
by
the
Chinese
Government.

(2)
All
the
activities
of
an
equity
joint
venture
shall
be
governed
by
the
laws,
decrees
and
pertinent
rules and regulations(
条例
)
of the People
’
s Republic of China.
(3)
The
State
will
not
nationalize
or
expropriate

any
equity
joint
venture.
Under
special
circumstances,
based
on
the
need
of
the
social
public
interests,
equity
joint
ventures
may
be
expropriated
under legal procedures
and
against
(
给予
)
appropriate compensation.

Article 3

All
parties
to
an
equity
joint
venture
shall
submit
their
agreements,
contracts
and
articles
of
association to the Competent Authority of Foreign Relations and Trade of China (simplified as the
examination
and
approval
authority
hereinafter)
for
examination
and
approval(
审查批准
)
.
The
examination and approval authority shall decide whether to approve or not within 3 months. Once
approved, the equity joint venture shall register with the competent authority of Administration for
Industry and Commerce of China, and start operation after receiving its business license.

Article 4

(1) An equity joint venture shall take the form of a limited liability company.

(2)
In
the
registered
capital
of
an
equity
joint
venture,
the
proportion
of
the
investment
contributed by the foreign parties shall in general not be less than 25 percent.
(3) The profits, risks and losses of an equity joint venture shall be shared by the parties to the
venture in proportion to their contributions to the registered capital.
(4)
The
transfer
of
one
party
’
s
share
in
the
registered
capital
shall
be
effected
only
with
the
consent of all the other parties to the venture.

Article 5

(1)
Any
party
to
an
equity
joint
venture
may
contribute
cash,
capital
goods(
实物、货物资本
)
,
industrial property rights, etc as its investment in the joint venture.
(2) The technology or equipment contributed by any foreign party as investment shall be truly
advanced and appropriate to the needs of China. In case of losses caused by deception through the
intentional provision of
outdated(
落后的
)
equipment or technology, compensation shall be paid for
such losses.
(3)
The
investment
contributed
by
a
Chinese
party
may
include
the
right
to
the
use
of
a
site
provided for the equity joint venture during the period of its operation. In case such a contribution
does
not
constitute
a
part
of
the
investment
from
the
Chinese
party,
the
venture
shall
pay
the
Chinese Government a fee for its use.
(4) The various contributions referred to in the present Article shall be specified in the contracts
concerning
the
equity
joint
venture
or
in
its
articles
of
association,
and
the
value

of
each
contribution
(excluding
that
of
the
site)
shall
be
ascertained(
商定
)
by
the
parties
to
the
venture
through joint
assessment(
评议
)
.

Article 6

(1) An equity joint venture shall have a board of directors with a composition stipulated in the
contract
and the articles of association after consultation between the parties to the venture;
each
director shall be appointed and replaced by his own side. The chairman and the vice-chairman shall
be chosen through consultation by the parties to the venture or elected by the board of directors. If
the Chinese side or the foreign side assumes the office of the chairman, the other side shall assume
the office of the vice-chairman. The board of directors shall decide on important matters concerning
the equity joint venture on the principle of equality and mutual benefit.

(2) The board of directors is empowered to
discuss and

take action(
讨论决定
)
on, pursuant to the
provisions
of
the
articles
of
association
of
the
equity
joint
venture,
all
fundamental
issues
concerning
the
venture,
namely,
expansion
projects(
企
业发展规
划
)
,
production
and
business
programs, the budget, distribution of profits, plans concerning
manpower and

pay scales(
劳动工资
)
,
the
termination
of
business,
the
appointment
or
hiring
of
the
president,
the
vice-president(s),
the
chief engineer,
the treasurer
(
总会计师
)
and the auditors as well as their functions and remuneration,
etc.
(3) The president and vice-president (or the general manager and assistant general manager in a
factory) shall be respectively appointed by the Chinese side and the foreign side, and vice versa.
(4) Procedures concerning the
employment and discharge
of the workers and staff members of an
equity
joint
venture
shall
be
stipulated
according
to
law
in
the
agreement
or
contract
concluded
between the parties to the venture.

Article 7

(1) The
net profit
of an equity joint venture shall be distributed among the parties to the venture
in proportion to their respective shares in the registered capital after the payment of an equity joint
venture income tax on its
gross profit
pursuant to the tax laws of the People
’
s Republic of China
and after the deductions therefrom as stipulated in the articles of association of the venture for the
reserve
funds(
储备基金
)
,
the
bonus
and
welfare
funds
for
the
workers
and
staff
members
and
the
expansion funds(
企业发展基金
)of the venture.

(2)
An
equity
joint
venture
may,
in
accordance
with
provisions
of
the
relevant
laws
and
administrative rules and regulations of the PRC on taxation, enjoy
preferential treatment(
优惠待遇
)

for reduction of or exemption from taxes.

(3)
A foreign party
who re-invests any part of his share of the net profit within the territory of
China may apply for the
restitution(
退还
)
of part of the income taxes paid.

Article 8