1985

CHINESE-FOREIGN JOINT VENTURES

The Law of the PRC on Chinese-Foreign Joint Ventures

    

(Adopted by the Second Session of the Fifth National People’s Congress on July 1, 1979 and Promulgated on and Effective as of July
8, 1979)

   Article 1.

With a view to expanding international economic co-operation and technical exchange, the People’s Republic of China permits foreign
companies, enterprises, other economic organizations or individuals (hereafter referred to as “foreign joint venturers” ) to join
with Chinese companies, enterprises or other economic organizations (hereafter referred to as “Chinese joint venturers”) in establishing
joint ventures in the People’s Republic of China in accordance with the principle of equality and mutual benefit and subject to approval
by the Chinese Government.

   Article 2.

The Chinese Government protects, in accordance with the law, the investment of foreign joint venturers, the profits due them and their
other lawful rights and interests in a joint venture, pursuant to the agreement, contract and articles of association approved by
the Chinese Government.

All the activities of a joint venture shall comply with the provisions of the laws, decrees and pertinent regulations of the People’s
Republic of China.

   Article 3.

The 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, and the Commission shall, within three months, decide whether to approve
or disapprove them. After approval, the joint venture shall register with the General Administration for Industry and Commerce of
the People’s Republic of China, obtain a license to do business and start operations.

   Article 4.

A joint venture shall take the form of a limited liability company.

The proportion of the investment contributed by the foreign joint venturer(s) shall generally not be less than 25 per cent of the
registered capital of a joint venture.

The parties to the venture shall share the profits, risks and losses in proportion to their respective contributions to the registered
capital.

No assignment of the registered capital of a joint venturer shall be made without the consent of the other parties to the venture.

   Article 5.

Each party to a joint venture may make its investment in cash, in kind or in industrial property rights, etc.

The technology and the equipment that serve as a foreign joint venturer’s investment must be advanced technology and equipment that
actually suit our country’s needs. If the foreign joint venturer causes losses by deception through the intentional use of backward
technology and equipment, it shall pay compensation for the losses.

The investment of a Chinese joint venture may include the right to the use of a site provided for the joint venture during the period
of its operation. If the right to the use of the site does not constitute a part of a Chinese joint venturer’s investment, the joint
venture shall pay the Chinese Government a fee for its use.

The various investments referred to above shall be specified in the joint venture contract and articles of association, and the value
of each (excluding that of the site) shall be jointly assessed by the parties to the venture.

   Article 6.

A joint venture shall have a board of directors, which shall have its size and composition stipulated in the contract and the articles
of association after consultation between the parties to the venture, and the directors shall be appointed and replaced by the parties
to the venture. The board of directors shall have a chairman, whose office shall be assumed by the Chinese joint venture(s), and
one or two vice-chairmen, whose office(s) shall be assumed by the foreign joint venture(s). In handing major problems, the board
of directors shall reach a decision through consultation by the parties to the venture, in accordance with the principle of equality
and mutual benefit.

The board of directors is empowered, pursuant to the provisions of the articles of association of the joint venture, to discuss and
decide all major problems of the venture: expansion programs, proposals for production and operating activities, the budget for revenues
and expenditures, distribution of profits, plans concerning manpower and pay scales, the termination of business and the appointment
or employment of the president, the vice-president(s), the chief engineer, the treasurer and the auditors, as well as their powers
and terms of employment, etc.

The offices of president and vice-president(s) (or factory manager and deputy manager(s)) shall be assumed by the respective parties
to the venture.

The employment and dismissal of the staff and workers of a joint venture shall be provided for in accordance with the law in the agreement
and contract of the parties to the venture.

   Article 7.

After payment out of the gross profit earned by the joint venture of the joint venture income tax, pursuant to the provisions of the
tax laws of the People’s Republic of China, and after deduction from the gross profit of a reserve fund, a bonus and welfare fund
for staff and workers, and a venture expansion fund, as provided in the articles of association of the joint venture, the net profit
shall be distributed to the parties to the joint venture in proportion to their respective contributions to the registered capital.

A joint venture that possesses 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.

A foreign joint venturer that reinvests in China its share of the net profit may apply for refund of a part of the income taxes already
paid.

   Article 8.

A joint venture shall open an account with the Bank of China or a bank approved by the Bank of China.

The pertinent foreign exchange transactions of a joint venture shall be conducted in accordance with the regulations on foreign exchange
control of the People’s Republic of China.

In its operating activities a joint venture may directly raise funds from foreign banks.

The various kinds of a insurance coverage of joint venture shall be furnished by Chinese insurance companies.

   Article 9.

The production and operating plans of a joint venture shall be filed with the departments in charge and shall be implemented through
economic contracts.

In its purchase of required raw and processed materials, fuels, parts and auxiliary equipment, etc., a joint venture should give first
priority to purchases in China. It may also purchase them directly from the international market with foreign exchange raised by
itself.

A joint venture is encouraged to market its products outside China. Export products may be distributed to foreign markets through
the joint venture directly or through associated agencies, and they may also be distributed through China’s foreign trade agencies.
Products of the joint venture may also be distributed in the Chinese market.

Whenever necessary, a joint venture may establish branches outside China.

   Article 10.

The net profit that a foreign joint venturer receives after fulfilling its obligations under the laws and the agreement and the contract,
the funds it receives at the time of the joint venture’s scheduled expiration or 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 specified in the joint venture
contract.

A foreign joint venturer shall be encouraged to deposit in the Bank of China foreign exchange that it is enpost_titled to remit abroad.

   Article 11.

The wages, salaries and other legitimate income earned by the foreign staff and workers of a 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
the foreign exchange regulations.

   Article 12.

The contract period of a joint venture may be decided through consultation by the parties to the venture according to its particular
line of business and circumstances. Upon the expiration of the joint venture contract period, if the parties have agreed, the period
may be extended, subject to approval by the Foreign Investment Commission of the People’s Republic of China. An application for extension
of the contract shall be made six months before expiration of the contract.

   Article 13.

Before the expiration of the joint venture contract period, in case of heavy losses, failure of a party to fulfill the obligations
prescribed by the contract and the articles of association, force majeure, etc., the contract may be terminated before the date of
expiration through consultation and agreement by the parties to the venture, 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 violated the contract.

   Article 14.

Disputes arising between the parties to a joint venture that the board of directors cannot settle through consultation may be settled
through mediation or arbitration by a Chinese arbitration agency or through arbitration by another arbitration agency agreed upon
by the parties to the venture.

   Article 15.

This Law shall come into force on the day of its promulgation. The power to amend this Law is vested in the National People’s Congress.

(The English translations are for reference only)

    






THE LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON JOINT VENTURE USING CHINESE AND FOREIGN INVESTMENT

TRIAL MEASURES FOR CONTROL OF THE EXPORT OF CULTURAL RELICS WITH SPECIAL PERMISSION

Category  CULTURE Organ of Promulgation  The State Council Status of Effect  In Force
Date of Promulgation  1979-07-31 Effective Date  1979-07-31  


Trial Measures for Control of the Export of Cultural Relics With Special Permission



(Approved and promulgated by the State Council of the People’s Republic of

China on July 31, 1979)

    1. These Measures are formulated in accordance with the provision that
“ordinary cultural relics in existence before the Sixtieth Year of the Reign
of Emperor Qian Long of the Qing Dynasty may, subject to the special
permission of the State Administrative Bureau of Museums and Archaeological
Materials, be exported” contained in the first point of the Proposals on
Strengthening the Commercial Administration of Cultural Relics and
Implementing the Policy for the Protection of Cultural Relics, which was
submitted by the Ministry of Foreign Trade, the Ministry of Commerce and the
State Administration for Protection of Cultural Relics and which has been
approved and transmitted by the State Council for implementation.

    2. The specially permitted export of cultural relics shall be strictly
controlled in accordance with the principle of causing no adverse political
effects and no leakage of State secret. It is imperative to act in accordance
with the changes in the international cultural relics market and seize upon
the favourable opportunities in order that the export of a small quantity of
cultural relics will bring in a relatively great amount of foreign exchange so
as to support the development of the socialist four modernizations.

    3. The criteria for cultural relics (including those passed down from
former generations and those unearthed) that may, with special permission, be
exported are as follows: (1) they shall be those of which there are large
numbers of replicas and which are overstocked; (2) they shall be those
unearthed during archaeological excavation which, after the completion of the
tasks of scientific research, are no longer in value for domestic
preservation; (3) they shall be those which, in addition to satisfying the
conditions set forth in items (1) and (2), are strictly below the third-class
(inclusive) as specified in the classified criteria of assessment for museums
formulated by the State; and (4) in assessing cultural relics to be exported,
any objects whose authenticity is hard to determine at the moment or
disputable shall not be exported for the time being so that the outflow of
important cultural relics out of carelessness can be avoided.

    4. The head office of the antique shops is hereby enjoined to handle in a
unified way the work with respect to the export of cultural relics as
specially permitted. The cultural relics needed shall be supplied by the
departments for cultural relics in the various localities. The head office of
the antique shops shall, prior to the specially permitted export of cultural
relics, make a list of the items of the cultural relics concerned and the
quantities thereof and submit the list to the Cultural Relics Assessment
Panel, which shall put forward their conclusions drawn from the academic
assessment of the listed cultural relics as to their respective ages,
authenticity and value. The list shall finally be subject to the examination
and approval of the State Administration for Protection of Cultural Relics,
which shall then issue a Special Permit for Export of Cultural Relics.

    5. With respect to cultural relics that may, with special permission, be
exported, the head office of the antique shops shall, after the State
Administration for Protection of Cultural Relics has approved the export
thereof, conduct studies in conjunction with the relevant foreign trade
department and determine through consultation the specific mode(s) of export
and the prices. If the mode of open sales is adopted, the sales operations
may, in accordance with the principle of benefiting the State as much as
possible, be exclusively entrusted to the foreign trade departments or be
handled by the antique shops under the department for cultural relics.






CIRCULAR OF THE STATE COUNCIL ON ITS APPROVAL AND TRANSMISSION OF THE REPORT SUBMITTED BY THE STATE ADMINISTRATION FOR COMMODITY PRICES, REQUESTING INSTRUCTIONS ON SEVERAL PROBLEMS CONCERNING THE FIXING OF PRICES OF INDUSTRIAL GOODS SUPPLIED FOR EXPORT

Category  PRICE Organ of Promulgation  The State Council Status of Effect  In Force
Date of Promulgation  1979-08-21 Effective Date  1979-08-21  


Circular of the State Council on Its Approval and Transmission of the Report Submitted by the State Administration for Commodity
Prices, Requesting Instructions on Several Problems Concerning the Fixing of Prices of Industrial Goods Supplied for Export

Circular
REPORT REQUESTING INSTRUCTIONS ON SEVERAL PROBLEMS CONCERNING THE FIXING

(August 21, 1979)

Circular

    The State Council has given its consent to the “Report Requesting
Instruction on Several Problems Concerning the Fixing
of Prices of Industrial
Goods Supplied for Export” submitted by the State Administration for
Commodity Prices, and the Report is hereby transmitted to you for prompt
study and implementation.
REPORT REQUESTING INSTRUCTIONS ON SEVERAL PROBLEMS CONCERNING THE FIXING
OF PRICES OF INDUSTRIAL GOODS SUPPLIED FOR EXPORT (Excerpts)

    In November, 1965, the State Council promulgated Interim Provisions
Concerning the Unified Measures for Fixing Prices of Industrial Goods Supplied
for Exports. The implementation of these Provisions has played an active
role in promoting the development of the production of export commodities,
in strengthening the business accounting in the foreign trade department as
well as in the supplier departments, and mutual assistance and cooperation
between these departments, and in fulfilling the task of exportation set by
the State. At present, judged by what has been achieved in recent years, the
basic principles laid down in this document for fixing prices of export
commodities supplied are still practicable, and these principles shall
continue to be implemented.

    However, in recent years, some new problems have emerged with the
development of foreign trade and with the increase in the exportation of
industrial and mineral products. In order to develop foreign trade vigorously,
to expand export actively, to generate foreign exchange earnings by a big
margin for the State, and to promote socialist modernization, it is urgenly
necessary to find an appropriate solution to several problems concerning the
fixing of prices of export industrial goods. The following are our
recommendations on the solution to these problems:

    I  The Guiding Principle for Fixing the Prices at Home of Export
Industrial Goods

    The basic principle for fixing the home prices of export industrial goods
should remain that of same price for goods of same quality, and high price
for goods of high quality on the basis of prices of industrial goods for
domestic sales. However, certain special characteristics of export industrial
goods should also be taken into full consideration. The fixing of prices at
home for export industrial goods should be conducive to bringing into play the
initiative of the industrial departments and the foreign trade departments,
to improving the quality of export commodities, to increasing the variety of
designs and patterns, to upgrading the packaging and decoration, to speeding
up delivery, to meeting the demands of the international market, and to
enabling better and more flexible export business operations. The industrial
departments and the foreign trade departments should, in dealing with the
problem of fixing prices for export industrial goods, have a heightened sense
of the whole, starting from the interests of the country as a whole, promote
mutual assistance and coordination, work in harmony with one another, provide
each other with data concerning the production and marketing of export
commodities, the comparability in quality, production costs, exportation for
earning foreign exchange, etc., and work energetically towards the same goal
of developing production, expanding export, and generating more foreign
exchange earnings.

    II  Price-Fixing Problems Relating to Commodities That Cause Big Export
Losses Though High in Industrial Profits

    With respect to those industrial goods whose producer price is high,
industrial profits are good, production potential is great, and sale has yet
to be expanded, the producer price and market price may with the approval of
the competent authorities for commodity prices, be reduced by an appropriate
margin. If the producer price of goods for export and the producer price of
goods for domestic sales are to be reduced at the same time, the principle of
“same price for goods of same quality, and high price for goods of high
quality” should apply to products for export and to those for domestic sales.
For such products whose domestic sale price is not to be reduced for the time
being and whose prospect for export is bright though their exportation still
causes great losses in spite of the efforts made by the foreign trade
departments in rational export business, their producer price for export may,
with the consent of the department(s) concerned after consultation, be reduced
first without reducing their producer price for domestic sales, on the
condition that the fulfilment of the export plan is not affected. With respect
to some areas where it is not possible to reduce the producer price of goods
for export the enterprises concerned should strive to reduce their production
costs, and to catch up with the advanced level within a prescribed time limit;
and within a specific period of time, the relevant foreign trade departments
must continue to purchase the produce manufactured in these areas for export,
in accordance with the State plan or with the contracts signed by foreign
trade departments with industrial departments.

    For such products with no big industrial profits but high tax rates,
resulting thus in high producer price and large export losses, the relevant
foreign trade department or industrial department may file an application for
a reduction of, or exemption from, taxes; and the case(s) shall be submitted
to the Ministry of Finance or to the people’s governments of the provinces,
autonomous regions, or municipalities directly under the Central Government
for approval before execution.

    III  Price-Fixing Problems Relating to Export Commodities That Yield
Meagre or No Industrial Profits, or Cause Losses

    There are some industrial goods, which sell well on the international
market, and earn high rates of foreign exchange, but whose producer price is
too low; under normal circumstances and with rational management the
enterprises concerned can only manage to have a break-even between costs and
profits, or have just meagre profits, or, worse still, suffer losses; however,
for the time being, it is inadvisable to raise the domestic selling price.
There is still another case: the domestic selling price is basically
reasonable; however, the special demands for the portion of goods for export
such as small quantities but rich varieties, result in an increase in
production costs. The two cases mentioned above may, with the consent reached
through consultation between the interested industrial departments and foreign
trade departments, be handled this way; with respect to the portion of goods
for export, on the principle of allowing the producer enterprises to have a
proper percentage of profits, the problem may be solved by the properly
purchasing price of goods for export, on condition that the aforesaid
readjustment does not hamper the fulfilment of the marketing plan on the
domestic market.

    IV  The Price-Fixing Problem Concerning the Commodities Produced
Exclusively for Export

    For those products manufactured exclusively for export, and those export
products manufactured by designated factories or by designated workshops, as
well as those export products manufactured from imported raw materials (the
raw materials are imported for this special purpose only), they may, with the
consent reached through consultation between the interested foreign trade
departments and industrial departments, be separated in price ratio from those
similar goods for domestic sales, and their producer price shall be fixed in
accordance with the production costs calculated under the conditions of normal
industrial production and rational operation, plus a certain percentage of
profits.

    V  The Price-Fixing Problems Concerning the Products Manufactured under
the System of “Promotion of Exports by Importation of New Technology and
Equipment”

    In accordance with Trial Measures Concerning the Promotion of Exports by
Importation of New Technology and Equipment, transmitted by the State Council
in March, 1979, cases concerning the price-fixing in Renminbi at home for
imported goods and materials needed for carrying out the system of “promotion
of exports by importation of new technology and equipment” shall be handled,
in principle, in accordance with the existing measures for fixing prices for
imported goods. With respect to a few varieties of finished products, exported
under the system of “promotion of exports by importation of new technology and
equipment”, owing to the fact that the domestic appropriation price, the
profit rate and the tax rate for the imported raw and auxiliary materials are
too high, the foreign trade department that undertakes the exportation of the
aforesaid finished products suffers a big export loss; so long as the
aforesaid finished products sell well on the international market, and the
rate of foreign exchange earnings is acceptable, the imported raw and
auxiliary materials needed may, with approval, have their price fixed by
adding a commission of 3% to the import cost. As regards the limits of powers
for approval, cases concerning imports by using the foreign exchange of the
Central Government, shall be examined and approved by the Ministry of Foreign
Trade; cases concerning imports by using the foreign exchange of localities,
shall be examined and approved by the competent pricing authorities of the
provinces, autonomous regions, or municipalities directly under the Central
Government. The Customs duties and consolidated industrial and commercial
taxes on the aforesaid goods and materials may, with the exception of those
which have been given preferential treatment of exemption or reduction
according to the clear-cut decision made by the competent authorities under
the State Council, be computed and levied in accordance with the pertinent
provisions promulgated by the State. Any new applications filed by the
departments and localities concerned for the reduction of, or exemption from,
import duties, shall be examined and determined,in good time, by the Ministry
of Foreign Trade and the Ministry of Finance in accordance with the principle
of being conducive to the implementation of the system of “promotion of
exports by importation of new technology and equipment”. With respect to those
raw and auxiliary materials which are imported regularly every year, relatively
steady domestic appropriation prices may be fixed through consultation in
accordance with the aforesaid principle. The industrial departments may, on
the basis of the aforesaid prices fixed for the raw and auxiliary materials,
calculate the production costs and the producer prices for export products.
The industrial profits for products of this category shall be determined
reasonably, in the light of the profit level of similar industrial products,
and by considering the actual profits and losses in the operation of
exportation. In the event that there is insufficient supply of imported raw and
auxiliary materials and that home-produced raw and auxiliary materials have to
be used, the Ministry of Foreign Trade shall make up the price differences
between home-produced raw and auxiliary materials and imported raw and
auxiliary materials for the industrial departments.

    The prices of imported raw materials specially required for the production
of packages for export products may also be fixed and approved in accordance
with the measures mentioned above.

    VI  Price-Fixing Problems Concerning Some Home-Produced Raw Materials

    There are some home-produced raw materials whose producer price is fixed
at a rather high rate because of the consideration for the price ratio
between the aforesaid products and other products of the same category or
other relevant products, and for the for the different conditions in different
localities, resulting in the high production costs and high producer prices of
the export products made from the aforesaid raw materials, and comparatively
large export losses; however the said export products are in demand on the
international market. In areas where the home-produced raw and processed
materials mentioned above are produced at very low production costs before the
unified re-adjustment of the producer prices and thus the industrial profits
are relatively high, the portion of the aforesaid home-produced raw and
processed materials to be used for the manufacture of export products may,
with the approval agreed upon through consultation between the interested
foreign trade departments and industrial departments, have their producer
prices fixed separately in accordance with the principle that the producer
enterprises shall have a proper percentage of profits.

    VII  The Limits of Powers for Approval of the Re-adjustment of Prices

    According to the original provisions, cases concerning the re-adjustment of prices of expert commodities
to prices lower or higher than those of similar
commodities for domestic sales, shall all be approved by the State
Administration for Commodity Prices. Such provisions are necessary for carrying
out strictly the principle of “same price for goods same quality, and pricing
on the basis of quality” as far as both the commodities for export and the
commodities for domestic sales are concerned; they are also necessary for
avoiding aggravating conflicts caused by price-fixing between different areas.
However, with the daily increase in the varieties of commodities for export, it
would be difficult for the State Administration for Commodity Prices to handle
, in good time, all pricing cases if every product is to be reported to it for
examination and approval, and this situation may affect to a certain extent
the arrangements for production and exports. Therefore, from now on, cases
concerning the fixing of prices for export commodities in accordance with the
measures mentioned in recommendations II through VI of this Report shall, with
the consent reached through consultation between the interested foreign trade
departments and industrial departments, be submitted to, and handled by, the
competent authorities concerned in accordance with the limits of powers for
the administration of prices at different levels, namely, products whose prices
are to be fixed by the departments concerned under the State Council, shall be
reported to, examined and approved by the departments concerned under the State
Council which may, however, authorize the local competent authorities for the
administration or commodity prices, to examine and approve the prices of part
of varieties of export goods; products the prices of which are to be fixed by
the local authorities shall be reported to the competent authorities for the
administration of commodity prices of the provinces, municipalities directly
under the Central Government, and autonomous regions for examination and
approval. Commodity prices to be fixed by the local competent authorities
shall be reported to the departments concerned under the State Council for the
record. With respect to those products whose prices need to be adjusted,
the original prices shall be adhered to in business transactions; before the
new prices are notified to the departments concerned at the lower levels, or,
when necessary business transactions may, with the consent reached through
consultation between the interested supplying departments and foreign trade
departments, or with the confirmation by local the competent authorities for
the administration of commodity prices, be calculated on the basis of the
original prices and, after the new prices have been approved and notified to
the departments concerned at the lower levels, refund for any overpayment or
collect a supplementary payment for any deficiency.

    After prices have been adjusted, it is necessary to stabilize them for a
period of time; it is inadvisable to change the prices of commodities for
export frequently because of price fluctuations on the international market.

    With respect to the changes, in terms of increases or decreases, in the
production costs and profits of the departments, the localities and
enterprises concerned, as a result of the adjustment of prices of export
commodities and raw and processed materials, the Central and local planning
departments and financial departments shall, when transmitting plans to, or
examining the performance of the departments at the lower levels, take into
consideration the aforesaid actors, and find ways to solve the problems
properly.

    If nothing is deemed inappropriate in the Report, it is requested that the
Report be approved and transmitted to all the departments concerned and to the
provinces, municipalities directly under the Central Government, and
autonomous regimens for study and implementation.






REGULATIONS GOVERNING SUPERVISION AND CONTROL OF FOREIGN VESSELS BY THE PEOPLE’S REPUBLIC OF CHINA