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The Ministry of Foreign Trade and Economic Cooperation
Circular of the Ministry of Trade and Economic Cooperation concerning Issuing the Rules for the Implementation of the Provisions of
the People’s Republic of China on the Administration of Agency Business for International Transportation of Goods (Trial Implementation)
WaiJingMaoYunFa [1998] No.20
January 26,1998
All Ministries and Commissions of the State Council,the Foreign Trade and Economic Cooperation Commissions(Departments,Bureaus) of
the various provinces, autonomous regions, municipalitie directly under the Central Government and municipality separately listed
on the State plan:
According to the Provisions of the People’s Republic of China on the Administration of Agency Business for International Transportation
of Goods ,through asking for the suggestions of the State Administration for Industry and Commerce,the State Administration of Taxation
commission,General Administration of Customs and People’s Bank of China,the Rules for the Implementation of the Provisions of the
People’s Republic of China on the Administration of Agency Business for International Transportation of Goods (trial Implementation)
is now issued to you for implementation.
Attachment:the Rules for the Implementation of the Provisions of the People’s Republic of China on the Administration of Agency Business for
International Transportation of Goods (Trial Implementation)
Chapter I General Provisions
Article 1
These Rules are formulated in accordance with the Provisions of the Peoples Republic of China on the Administration of Agency Business
for International Transportation of Goods (hereinafter referred to as the Provisions) which are approved by the State Council and
promulgated on June 29, 1995 by the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as the MOFTEC) and
for the purposes of ensuring the order of agency market for international transportation of goods, strengthening the supervision
and administration over agency business for international transportation of goods and promoting the healthy development of our country’s
agency business for international transportation of goods.
Article 2
Agent enterprises of international transportation of goods may act as agent for the consignees or consignors of import and export
goods and also as independent operator engaging in the agency business for international transportation of goods.
Engagement in the agency business for international transportation of goods as agent by the agent enterprises of international transportation
of goods refers to the acts of agent enterprises of international transportation of goods which accept authorization from the consignees,
consignors or their agents of import and export goods, handles related operations in the name of their clients or in their own name
and collect agency fees or commissions.
Engagement in the agency business for international transportation of goods as independent operator by the agent enterprises of international
transportation of goods refers to the acts of agent enterprises of international transportation of goods which accept authorization
from the consignees, consignors or their agents of import and export goods and issue transportation documents, perform transportation
contracts and collect freights and service fees.
Article 3
The name and logo of an agent enterprise of international transportation of goods shall be compliant with the State’s relevant provisions,
consistent with its business and able to imply its business characteristics, and the name shall contain such relevant words as “agency
for transportation of goods”, “transportation service”, “consolidated transportation” or “logistics”.
Article 4
“The scope of authorization” mentioned in Paragraph 2 of Article 4 of the Provisions means that the competent departments of foreign
trade and economic cooperation of the people’s governments of provinces, autonomous regions, municipalities directly under the Central
Government, special economic zones or municipalities separately listed on the State plan (hereinafter referred to as the local competent
departments of foreign trade) are responsible for, with authorization of the MOFTEC, supervision and administration over the agency
business for international transportation of goods within their respective administrative areas (the MOFTEC and local competent departments
of foreign trade are collectively referred to as the competent departments of business hereinafter). The scope of authorization includes:
preliminary examination of the applications of enterprises for engaging in the agency business for international transportation of
goods, the annual examination and license replacement examination for agent enterprises of international transportation of goods,
business statistics, training of professional persons and guidance for local associations of business to carry out their work as
well as, jointly with the relevant local administrative departments, regulating the operational behaviors of agent enterprises of
international transportation of goods and rectifying the business order of agency market for transportation of goods and other work.
Subsidiaries, branch organizations and non-profit-oriented offices in connection with agency for international transportation of goods
set up in the cities with independent planning status (not including special economic zones) by the enterprises directly subordinated
to the departments of the State Council or by the enterprises from other localities accept the supervision and administration from
the provincial competent departments of foreign trade in accordance with the scope of authorization mentioned in the preceding paragraph.
Without authorization of the MOFTEC, other units may not engage in the work of examination, approval or administration of the agency
business for international transportation of goods.
Article 5
The MOFTEC is responsible for the professional training of persons of agent enterprises of international transportation of goods and
for examination of the qualifications of training organizations. A unit without approval may not engage in the training for qualifications
of persons of agent enterprises of international transportation of goods. The conditions for establishment and contents and textbooks
for training are provided by the MOFTEC separately.
After having accepted the training as mentioned in the preceding paragraph and passed the examination, a person engaging in the agency
business for international transportation of goods acquires a certificate of agent qualification for international transportation
of goods.
Chapter II Conditions for Establishment
Article 6
The applicants for agency business for international transportation of goods shall be the units which involve in import and export
trade or international transportation of goods and have stable sources of goods. The investors meeting the above-mentioned conditions
shall hold majority shares in the application projects.
Article 7
The agent enterprises of international transportation of goods shall obtain the enterprise legal person status of the Peoples Republic
of China according to law. The enterprises’ organizational forms are the limited liability companies or joint stock companies. It
is forbidden for a unit of administrative monopoly functions to apply for investment in the agency business for international transportation
of goods. Carriers and other enterprises likely entailing unfair competition to the agency business for international transportation
of goods may not apply for engagement in the agency business for international transportation of goods.
Article 8
Business conditions stipulated in Article 7 of the Provisions include:
(1)
to have at least five professional persons who have been dealing in agency business for international transportation of goods for
more than three years and whose qualifications have been certified by their previous employers; or who have obtained the certificate
of qualifications issued by the MOFTEC according to Article 5 of these Rules;
(2)
to have a fixed place of business, certification of property rights for self-owned housing and places or lease contracts for leased
housing and places;
(3)
to have necessary facilities of business, including a certain number of telephones, fax machines, computers, short-distance means
of transportation, loading and unloading equipment and packaging equipment; and
(4)
to have a stable market of import and export goods resource indicates that there is much quantity of import and export goods transportation
in the local area and agency business for transportation of goods has the conditions and potentials for further development and the
applicant enterprise may get sufficient sources of goods.
Article 9
If the scope of agency business for international transportation of goods applied for by an enterprise includes the multi-modal international
transportation operations, the applicant enterprise shall, in addition to the conditions stipulated in Article 7 of the Provisions
and in Articles 6, 7 and 8 of these Rules, meet the following conditions:
(1)
to have engaged in relevant operations stipulated in Article 32 of these Rules for more than three years;
(2)
to have necessary domestic and foreign agent networks; and
(3)
to have the bills of lading of agency for international transportation of goods registered and recorded by the MOFTEC.
Article 10
An agent enterprise of international transportation of goods shall, whenever applying for setting up of a branch organization, increase
its registered capital by 500,000 Renminbi yuan accordingly. If the enterprise’s registered capital has exceeded the minimum amount
stipulated in the Provisions (5 million Renminbi yuan for ocean shipping, 3 million Renminbi yuan for air transportation and 2 million
Renminbi yuan for land transportation and express delivery), the amount in excess may be used as capital increase for the branch
organization established.
Article 11
Branch organizations mentioned in the Provisions and these Rules refer to branch companies.
Chapter III Procedures for Examination, Approval and Registration
Article 12
It is imperative to obtain the Certificate of Approval for Agent Enterprise of International Transportation of Goods of the People’s
Republic of China (hereinafter referred to as the Certificate of Approval) issued by the MOFTEC for engagement in the agency business
for international transportation of goods. A unit applying for engagement in the agency business for international transportation
of goods shall submit the following documents:
(1)
a written application, including the name of investors, explanations on the applicant qualifications and the business items applied
for;
(2)
a feasibility study report, including basic information, explanations on the qualifications, existing conditions, market analysis,
business forecast, establishment plan, economic budget and development budget;
(3)
the business license of enterprise legal person of investors (photocopy);
(4)
the resolution of board of directors, shareholders meeting or general assembly of shareholders;
(5)
the articles of association of the enterprise (or draft);
(6)
information about main professional persons (including of education backgrounds, majors of study, work experiences, certificates of
qualifications);
(7)
certification of creditworthiness (capital verification reports of all investors issued by accountant firms);
(8)
agreement on investment contribution by the investors;
(9)
resume of the legal representative;
(10)
form of the bill of lading (transportation document) of agency for international transportation of goods;
(11)
letter of advance approval on the name of the enterprise (photocopy, issued by the administrative department for industry and commerce);
(12)
Application Form 1 of Agent Enterprise of International Transportation of Goods (Form 1 annexed); and
(13)
clauses for transaction.
All of the above-mentioned documents must, except for those in Items (3) and (11), be submitted with the original copies and stamped
with official seals.
Article 13
The competent department of business shall examine the application project, and the examination covers:
(1)
necessity for the establishment of the project;
(2)
authenticity and integrity of the application documents;
(3)
qualifications of the applicant;
(4)
creditworthiness of the applicant; and
(5)
qualifications of professional persons.
Article 14
The local competent department of foreign trade shall, after examining the application project, submit the preliminary examination
opinions (including the business scope, business district and investors’ investment ratios recommended for approval) and all application
documents to the MOFTEC for examination and approval in accordance with the time requirements provided in Paragraph 1 of Article
11 of the Provisions.
Article 15
Under any of the following circumstances, the MOFTEC rejects the application and gives the reasons:
(1)
Documents are incomplete;
(2)
The procedures of application and submission are not up to the requirements; or
(3)
Applications for engagement in the agency business for international transportation of goods are suspended by the MOFTEC.
Article 16
Under any of the following circumstances and upon verification through investigation, the MOFFEC gives a reply of disapproval:
(1)
The applicant is not qualified for engaging in the agency business for international transportation of goods;
(2)
The applicant was, due to illegally engaging in the agency business activities, punished by the State’s administrative department
within five years before the date of application;
(3)
The applicant intentionally conceals or gives false report on application information; or
(4)
Any other circumstance is not compliant with relevant principles provided in Article 5 of the Provisions.
Article 17
The applicant shall, within 60 days from the date of receiving the reply of approval of the MOFTEC, acquire the Certificate of Approval
from the MOFTEC by presenting the revised articles of association (original copy) and the letter of introduction of the local competent
department of foreign trade.
Article 18
An enterprise may, after being established and having engaged in the agency business for international transportation of goods for
one year, apply to expand its business scope or business district. The local competent department of foreign trade shall, after making
examination, report it to the MOFTEC for approval in accordance with the procedures provided in Article 11 of the Provisions.
An enterprise may, after being established and having engaged in the agency business for international transportation of goods for
one year and under the conditions of having developed to a certain business scale, apply to establish branch companies or organizations.
The said enterprise shall make such application to the local competent department of foreign trade in the place where the branch
company or organization is located (not including the municipality separately listed on the State plan) by presenting the opinions
of the local competent department of foreign trade in the place where the enterprise is located (the letter of opinion solicitation
of the MOFTEC for the enterprise directly subordinated to the department of the State Council in Beijing), and the latter reports
to the MOFTEC for approval according to the provisions of Article 14 of these Rules. The business scope of the branch company or
organization may not go beyond that of its parent company or general company.
An agent enterprise of international transportation of goods must, if setting up a non-business office, report to the local department
of business in the place where the office is located for the record and accepts the latter’s control.
Article 19
An enterprise which submits an application according to Paragraph 1 or 2 of Article 18 of these Rules shall, in addition to relevant
documents provided in Article 12 of these Rules, also submit the following documents:
(1)
the original reply on the agency business for international transportation of goods (photocopy);
(2)
the Certificate of Approval (photocopy);
(3)
the business license (photocopy);
(4)
Application Form 2 of Agent Enterprise of International Transportation of Goods (Form 2 annexed, and if setting up a branch company,
Form 1 annexed);
(5)
report on its operational situation (including network construction);
(6)
resumes of the legal representative of the branch company or the responsible person of the branch organization; and
(7)
registration form of annual examination for the preceding year.
Article 20
When an enterprise applies to set up a branch organization, the applicant shall, within 90 days from the date of receiving the reply
of approval, acquire the Certificate of Approval from the MOFTEC by presenting the legally valid capital verification report after
capital increase and the revised articles of association (the original copy) of the general company according to the provisions of
Article 10 of these Rules and the letter of introduction issued by the local competent department of foreign trade in the place
where the branch organization is located.
Article 21
If an applicant fails to go through procedures for acquiring the certificate at the expiry of the set time limit or fails to start
business operation without justifiable reasons after 180 days from the date of obtaining the Certificate of Approval, its qualifications
for engaging in the agency business for international transportation of goods shall automatically cease to exist, unless its application
for a postponement is approved.
Article 22
The MOFTEC may, in accordance with the development and layout of the agency business for international transportation of goods, decide
to suspend the acceptance of applications for the agency business for international transportation of goods or to take restrictive
measures within a certain period. Decisions made by the MOFTEC in accordance with the provisions of preceding paragraph shall be
pronounced and made public.
Article 23
An agent enterprise of international transportation of goods must, if having any of the following changes, report it to the MOFTEC
for examination and approval and acquire a replacement of its Certificate of Approval:
(1)
name of the enterprise;
(2)
type of the enterprise;
(3)
equity relation;
(4)
decrease in the registered capital;
(5)
business scope; or
(6)
business district.
In case of any of the following changes, the enterprise may directly apply to acquire a replacement of its Certificate of Approval
after reporting it to the MOFTEC for the record:
(1)
postal address or place of business;
(2)
legal representative;
(3)
increase in the registered capital; or
(4)
the department it is affiliated to.
Article 24
Agent enterprises of international transportation of goods shall present the Certificate of Approval to go through registration procedures
with the administrative departments for industry and commerce and the Customs.
No unit without obtaining the Certificate of Approval may use, in its business license of industry and commerce, “the agency business
for international transportation of goods” or the words with identical or similar meaning.
Chapter IV Annual Examination and Replacement of Certificate
Article 25
The MOFTEC adopts the annual examination and replacement of certificate system for agent enterprises of international transportation
of goods.
Article 26
The MOFTEC is responsible for the work of annual examination over the enterprises directly subordinated to the departments of the
State Council in Beijing and the replacement of certificates of agent enterprises of international transportation of goods throughout
the country. Local competent departments of foreign trade are responsible for the work of annual examination over agent enterprises
of international transportation of goods within their respective administrative areas (including the branch companies and organizations
established by the enterprises directly subordinated to the departments of the State Council and by the enterprises from other localities).
Article 27
An agent enterprise of international transportation of goods shall, before the end of March each year, submit the registration form
for annual examination (Form 3 annexed), the capital verification report and the business license (photocopy) to the local competent
department of foreign trade in the place where it is located to apply for the annual examination (the enterprises directly subordinated
to the departments of the State Council in Beijing apply directly to the MOFTEC therefor).
The key points of the annual examination work are to examine the enterprise s operations and their performance in abiding by and implementing
the Provisions and other laws, regulations and rules. After an enterprise passes the annual examination, the competent department
of business affixes the seal of passing the annual examination on its Certificate of Approval.
Article 28
The term of validity of a Certificate of Approval is three years.
An enterprise must, 60 days prior to the expiry of the term of validity of its Certificate of Approval, apply to the local competent
department of foreign trade for replacement. When applying for replacement of the Certificate of Approval, the enterprise shall submit
the following documents:
(1)
registration form for replacement (Form 4 annexed);
(2)
Certificate of Approval (original copy); and
(3)
business license (photocopy).
Article 29
If an enterprise has passed the annual examination in three consecutive years, the local competent department of foreign trade shall,
within 30 days prior to the expiry of the term of validity of the Certificate of Approval, submit it to the MOFTEC for a replacement
of the Certificate of Approval.
Article 30
When an agent enterprise of international transportation of goods applies for replacement, the competent department of business shall
examine its business qualifications and operation situation, and deny the replacement of the Certificate of Approval under any of
the following circumstances:
(1)
failure to comply with the provisions of Article 27 of these Rules;
(2)
failure to go through procedures for replacement as scheduled;
(3)
transfer of equity rights without approval; or
(4)
change of such major items as the enterprise’s name, place of business or registered capital without approval and failure to report
the change for the record according to the relevant provisions.
Article 31
If an enterprise, due to its own reasons, fails to apply for the replacement of the Certificate of Approval as scheduled, its qualifications
for engaging in the agency business for international transportation of goods shall automatically cease to exist as of the expiry
of the term of validity of the Certificate of Approval. The MOFTEC shall make an announcement of the above-mentioned situation. The
administrative department for industry and commerce shall cancel the above-mentioned enterprise or order it to go through the procedures
for the change of its business scope.
If an enterprise which has lost its qualifications for engaging in the agency business for international transportation of goods wants
to continue its services in the said business, it shall apply again in accordance with the relevant provisions.
Chapter V Business Administration
Article 32
An agent enterprise of international transportation of goods may engage in the business activities as agent or independent operator.
Its business scope includes:
(1)
soliciting goods, booking space (including ship renting, chartering plane and ship accommodation booking), consigning for shipment,
warehousing and packaging;
(2)
supervision of goods loading and unloading, container stuffing, distribution, transit, and related short-distance transportation services;
(3)
Customs declaration, application for check or inspection and buying insurance;
(4)
making, signing and issuing relevant documents, paying freights, settlement and paying miscellaneous charges;
(5)
agency transportation of international exhibits, personal articles and transit goods;
(6)
international multi-modal transportation, consolidated transportation (including container groupware);
(7)
international express delivery (not including private correspondence); and
(8)
consulting and other agency business for international transportation of goods.
Article 33
An agent enterprise of international transportation of goods shall carry out business activities in accordance with the business scope
and business district as stipulated in its Certificate of Approval and its business license.
Article 34
The MOFTEC may, in accordance with the business development situation, authorize the association of business to formulate standard
transaction clauses on agency for international transportation of goods with reference to international practices, and the agent
enterprise of international transportation of goods may invoke them without consent of the MOFTEC. The agent enterprises of international
transportation of goods may also formulate their own transactions clauses; however, they must report to the MOFTEC for the record
before such clauses are used.
Article 35
Agent enterprises of international transportation of goods shall submit their business statistics to the competent departments of
business, and be responsible for the authenticity of their statistical figures. The measures for compiling and submitting business
statistics are provided by the MOFTEC separately.
Article 36
An agent enterprise of international transportation of goods shall, when accepting authorization for handling relevant operations
as agent, sign a written agreement of authorization with the consignee or consignor of import or export. If the two parties have
a business dispute, the written agreement signed shall serve as the basis for the settlement of the dispute.
When an agent enterprise of international transportation of goods engages in relevant operations stipulated in Article 32 of these
Rules as independent operator, it shall issue transportation documents to the goods owner. If it has a dispute with the goods owner,
the transportation documents issued shall serve as the basis for the settlement of the dispute. If it has a business dispute with
the actual carrier, the transportation contract signed with the actual carrier shall serve as the basis for the settlement of the
dispute.
Article 37
The bills of lading of agency for international transportation of goods used by the agent enterprises of international transportation
of goods are subject to the registration and numbering system. All bills of lading of agency for international transportation of
goods signed and issued within the territory of our country must be reported by the agent enterprises of international transportation
of goods to the MOFFEC for registration, and the numbers of approval shall also be marked on the bills.
Agent enterprises of international transportation of goods shall strengthen their work of management of bills of lading of agency
for international transportation of goods. It is forbidden to lend. In case of such circumstances as loss or version revision, they
shall timely report to the MOFTEC for the record.
The transfer of a bill of lading of agency for international transportation of goods is conducted according to the following provisions:
(1)
No straight bill of lading may be transferred;
(2)
The order bill of lading may be transferred after full endorsement or blank endorsement;
(3)
The blank bill of lading may be transferred without endorsement.
The system of liability insurance is applies to the bills of lading of agency for international transportation of goods. Liability
insurance must be bought from insurance companies approved by the People’s Bank of China.
Article 38
When an agent enterprise of international transportation of goods is responsible for performing or organizing to perform international
multi-modal transportation contracts as an independent operator, its liability starts at the time of receipt of goods and ends at
the time of delivery of goods. The basis for assuming liabilities, the limits of liability, exemption conditions and preconditions
for losing liability restrictions are determined in accordance with the relevant provisions of laws.
Article 39
An agent enterprise of international transportation of goods shall use the name and the enterprise code stipulated in its Certificate
of Approval to engage in the agency business for international transportation of goods, and print the name and the code in major
office stationery and documents and certificates.
Article 40
The agent enterprises of international transportation of goods may not use the registered capital within the specified scope for other
purposes.
Article 41
An agent enterprise of international transportation of goods may not transfer, directly or in a disguised manner, its right to engage
in the agency business for international transportation of goods; may not permit other units or individuals to carry out the agency
operations for international transportation of goods in the name of the enterprise itself or its business departments; and may not
sign any agreement with a unit without the right to engage in the agency business for international transportation of goods so as
to make it, either separately or together, engage in the agency business for international transportation of goods and to collect
agency fees, commissions or obtain other interests.
Article 42
An agent enterprise of international transportation of goods as an agent may collect the agency fee from the owner of goods and may
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