Home China Laws 1996 Page 6

1996

MEASURES FOR THE ADMINISTRATION OF FOREIGN-CAPITAL FINANCIAL INSTITUTIONS AND CHINESE-FOREIGN EQUITY JOINT FINANCIAL INSTITUTIONS IN THE SHANGHAI MUNICIPALITY

Category	BANKING	Organ of Promulgation	The State Council	Status of Effect	Invalidated
Date of Promulgation	1990-09-08	Effective Date	1990-09-08	Date of Invalidation	1994-04-01

Measures for the Administration of Foreign-capital Financial Institutions and Chinese-foreign Equity Joint Financial Institutions in the Shanghai Municipality

Chapter I  General Provisions
Chapter III  Registered Capital and Operating Funds
Chapter IV  Business Scope
Chapter V  Management of Business
Chapter VI  Supervision and Inspection
Chapter VII  Dissolution and Liquidation
Chapter VIII  Provisions of Penalties
Chapter IX  Supplementary Provisions

(Approved by the State Council on September 7, 1990 and promulgated by

Decree No. 2 of the People’s Bank of China on September 8, 1990) (Editor’s
Note: The Measures have been annulled by the Regulations of the People’s
Republic of China on Administration of Foreign-Capital Financoal Institutions
promulgated on February 25, 1994 and effective as of April 1, 1994)
Chapter I  General Provisions

Article 1 These Measures are formulated for the purpose of meeting the
needs of opening to the outside world and the economic development of the
Shanghai Municipality, strengthening and perfecting the administration of
foreign-capital financial institutions and Chinese-foreign equity joint
financial institutions.

Article 2 The term “foreign-capital financial institutions and
Chinese-foreign equity joint financial institutions”, referred to in these
Measures, denotes the following institutions which are established with
approval and registered to engage in business operations in accordance with
these Measures and with the pertinent provisions of other laws and regulations
of the People’s Republic of China:

1) foreign-capital banks with their head offices established in the
Shanghai Municipality (hereinafter referred to as “foreign bank”);

2) branches of foreign banks established in the Shanghai Municipality
(hereinafter referred to as foreign branch bank”);

3) banks established in the Shanghai Municipality with joint capital and
operation by foreign financial institutions and Chinese financial institutions
(hereinafter referred to as “joint bank”); and

4) financial companies established in the Shanghai Municipality with
joint capital and operation by foreign financial institutions and Chinese
financial institutions (hereinafter referred to as “joint financial company”).

Article 3 Foreign-capital financial institutions and Chinese-foreign
equity joint financial institutions shall abide by the laws and regulations of
the People’s Republic of China and their legitimate business activities and
lawful rights and interests shall be protected by Chinese laws.

Article 4 The People’s Bank of China is the competent authority in charge
of examining and approving, administering, and supervising foreign-capital
financial institutions and Chinese-foreign equity joint financial institutions.
The People’s Bank of China authorizes its Shanghai Branch to exercise
day-to-day administration and supervision of foreign capital financial
institutions and Chinese-foreign equity joint financial institutions.

Chapter II Establishment and Registration

Article 5 Any party applying for the approval to set up a foreign bank
shall satisfy the following requirements:

1) the investor is a financial institution;

2) the applicant has a representative office of more than three years’
standing inside China; and

3) the applicant possesses total assets of more than US$ 10 billion at
the end of the year prior to the submission of such an application.

Article 6 Any party applying for the approval to set up a foreign branch
bank shall satisfy the following requirements:

1) the applicant has a representative office of more than three years’
standing inside China;

2) the applicant possesses total assets of more than US$ 20 billion at
the end of the year prior to the submission of such an application; and

3) in the home country or region of the applicant, there is a sound system
for financial administration and supervision.

Article 7 Parties applying for the approval to set up a joint bank or a
joint financial company shall satisfy the following requirements:

1) each investing party to a joint bank or joint financial company is a
financial institution; and

2) the foreign investor has a representative office inside China.

Article 8 For a foreign bank to be set up, the foreign investor shall
apply to the people’s Bank of China and submit the following documents and
data:

1) an application for the establishment thereof, which shall include the
name of the intended bank, the registered capital and the amount of the
paid-in capital, and the types of business operations the bank intends to
engage in;

2) a feasibility study report;

3) the statements of assets and liabilities of the investor during the
three successive years prior to the submission of such an application,
together with the relevant certifying documents;

4) the draft articles of association of the intended bank;

5) a copy of the business licence of the investor approved and issued by
the competent authority concerned in the home country or region of the
investor and;

6) other documents and data as required by the People’s Bank of China.

Article 9 For a foreign branch bank to be set up, the head office of the
foreign bank concerned shall apply to the People’s Bank of China and submit
the following documents and data:

1) an application duly signed by the chairman of the board of directors
or the general manager of the bank, which shall include the name of the
intended branch bank, the amount of operating funds approved and allocated
by the head office, and the types of business operations the branch bank
intends to engage in;

2) annual reports for the three successive years prior to the submission
of such an application;

3) a copy of the business licence of the applying bank approved and
issued by the competent authorities of the home country or region of the
applying bank; and

4) other documents and data as required by the People’s Bank of China.

Article 10 For a joint bank or a joint financial company to be set up,
all the parties thereto shall jointly apply to the People’s Bank of China
and submit the following documents and data:

1) an application for the establishment thereof, which shall include the
name of the intended joint financial institution, the name of each investing
party thereto, the registered capital and the amount of the paid-in capital,
the respective percentage of contributions by the parties, and the types of
business operations the joint financial institution intends to engage in;

2) a feasibility study report jointly prepared by the parties thereto;

3) the agreement, the contract and the draft articles of association of
the joint financial institution initialled by the authorized representative
of each of the parties thereto;

4) the statements of assets and liabilities of each of the parties
thereto during the three successive years prior to the submission of such
an application, together with relevant supporting documents;

5) copies of the respective business licences of all the parties thereto
approved and issued by the competent authorities concerned of the home
country of region of each of the parties; and

6) other documents and data as required by the People’s Bank of China.

Article 11 Any of the documents and data prescribed in Articles 8,9 and
10 of these Measures, with the exception of the annual reports, if written
in a foreign language, shall be submitted together with a Chinese translation
thereof.

Article 12 After the application for the approval of such establishment
has been examined and approved by the People’s Bank of China, an official
application form shall be issued to the applicant(s).

The applicant(s) shall, after filling in the official application form,
formally apply to the People’s Bank of China and shall submit the following
documents for the application:

1) the official application form duly signed by the legal
representative(s) of the applicant(s) or the representative(s) authorized by
the applicant(s) (which shall be submitted in triplicate);

2) a list of the principal persons in charge of the institution to be set
up and their respective curriculum vitae;

3) power(s) of attorney for the principal persons in charge of the
institution;

4) where a foreign branch bank is to be set up, letters of undertaking
issued by the head office assuming for its branch office the obligations for
tax payment and debt repayment; and

5) other relevant data.

Article 13 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall, within 30 days of receipt of the
certificate of approval issued by the People’s Bank of China, undertake the
procedures of registration for the issuance of business licence with the
administrative department for industry and commerce in accordance with the
pertinent laws and regulations of the People’s Republic of China and shall,
within 30 days of commencement of business operations, undertake the
procedures for tax registration with the tax authorities in accordance with
the law.

Article 14 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution whose establishment has been approved
shall, after obtaining the business licence, apply to the State Administration
of Foreign Exchange Control for the approval and issuance of a Licence for
Business Operations in Foreign Exchange.

Article 15 In the event that a foreign-capital financial institution or
a Chinese-foreign equity joint financial institution should fail to commence
its business operations within 12 months of receipt of the certificate of
approval issued by the People’s Bank of China, the certificate of approval
shall automatically become null and void.

Article 16 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall apply to the People’s Bank of China
for verification and approval in respect of any one of the following items:

1) adjustment and transfer of the investment capital stock;

2) change of the business site;

3) change of the chairman (or the vice-chairman) of the board of
directors, or the president (or the vice-president), the general manager
(or the deputy general manager), or the president (or vice-president) of a
branch office; and

4) establishment of a branch office outside China.
Chapter III Registered Capital and Operating Funds

Article 17 The minimum amount of the registered capital of a foreign
bank or a joint bank shall be freely convertible currencies equivalent to
US$ 30 million. The minimum amount of the registered capital of a joint
financial company shall be freely convertible currencies equivalent to US$ 20
million. Their respective paid-in capital shall be no less than 50 percent of
their respective registered capital.

A foreign branch bank shall be allocated as its operating funds by its
head office a sum of freely convertible currencies equivalent to not less
than US$ 30 million.

Article 18 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall, within 30 days of receipt of the
certificate of approval issued by the People’s Bank of China, raise in full
the paid-in capital operating funds, which shall be verified by a Chinese
registered accountant, who shall, upon verification, issue a certificate to
that effect.

Article 19 Each year, a foreign bank, a joint bank, or a joint financial
company shall allocate 25 percent of its after-tax net profit as supplementary
capital until the total amount of the paid-in capital and reserve funds is
twice that of the registered capital.

Each year, a foreign branch bank shall keep 25 percent of its after-tax
net profit inside China to supplement its operating funds until the kept
profit is equal to its operating funds.
Chapter IV Business Scope

Article 20 The People’s Bank of China shall, based on the application
submitted to it, grant permission to a foreign bank, a joint bank, or a
foreign branch bank to engage in part or all of the following business
operations:

1) deposits in foreign currencies;

2) loans in foreign currencies;

3) discounts of negotiable instruments in foreign currencies;

4) investments in foreign currencies;

5) remittances in foreign currencies;

6) guarantees of foreign exchange;

7) import and export settlement;

8) buying and selling of foreign exchange on its own account or on
customers’ account;

9) buying and selling of securities in foreign currencies;

10) acting as an agent for the exchange of foreign currencies and for
the cashing of negotiable instruments in foreign currencies;

11) acting as an agent for payments against credit cards in foreign
currencies;

12) custody and safe deposit box services;

13) credit and financial standing investigation and consultancy services;
and

14) other services approved.

Article 21 The People’s Bank of China shall, based on the application
submitted to it, grant permission to a joint financial company to engage in
part or all of the following business operations:

1) loans in foreign currencies;

2) discounts of negotiable instruments in foreign currencies;

3) investments in foreign currencies;

4) guarantees of foreign exchange;

5) buying and selling of securities in foreign currencies;

6) credit and financial standing investigations and consultancy services;

7) trust in foreign currencies;

8) deposits in foreign currencies with each deposit amounting to not
less than US$ 100,000 for period of no less than three months; and

9) other services approved.

Article 22 The terms “deposits in foreign currencies” referred to in
this Chapter denotes the following deposits denominated in foreign currencies:

1) interbank deposits inside and outside China;

2) non-interbank deposits outside China;

3) deposits by foreigners inside China;

4) deposits by overseas Chinese and by compatriots from Hong Kong, Macao
and Taiwan;

5) deposits by enterprises with foreign investment;

6) deposits of loans granted by foreign-capital financial institutions
or Chinese-foreign equity joint financial institutions to enterprises other
than those with foreign investment; and

7) other kinds of deposits approved.

Article 23 In handling import and export settlement, foreign banks,
joint banks or foreign branch banks shall offer services only to enterprises
with foreign investment and those enterprises other than those with foreign
investment which are authorized to engage in import and export operations.
But with respect to import settlement with enterprises other than those with
foreign investment, the funds needed for the import in question shall have
come from the loans of the bank which is handling the settlement.
Chapter V Management of Business

Article 24 A foreign-capital institution or a Chinese-foreign equity
joint financial institution which engages in deposit business operations
shall place deposit reserves with the Shanghai Branch of the People’s Bank
of China. The ratios of the reserves as against various deposits shall be
determined by the People’s Bank of China and shall be adjusted in accordance
with the actual needs. Such deposit reserves shall be interest-free.

Article 25 The total amount of loans which a foreign-capital financial
institution or a Chinese-foreign equity joint financial institution grants
to any one enterprise and its associated enterprises may not exceed 30
percent of the sum total of its paid-in capital and its total reserves, with
the exception of loans specially approved by the People’s Bank of China.

Article 26 The total amount of investments by a foreign-capital financial
institution or by a Chinese-foreign equity joint financial institution may
not exceed 30 percent of the sum total of its paid-in capital and its total
reserves, with the exception of investments in financial enterprises approved
by the People’s Bank of China.

Article 27 The total assets of a foreign-capital financial institution
or of a Chinese-foreign equity joint financial institution may not exceed 20
times the sum total of its paid-in capital and its total reserves.

Article 28 30 percent of the operating funds of a foreign branch bank
shall be put by in the form of interest-bearing assets as prescribed by the
People’s Bank of China, which shall include depositing the said funds in a
bank or banks designated by the People’s Republic of China.

Article 29 Real estate owned by a foreign-capital financial institution
or by a Chinese-foreign equity joint financial institution may not exceed
25 percent of the sum total of its paid-in capital and its total reserves;
its other assets may not exceed 15 percent thereof.

Article 30 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall ensure the mobility of its assets.

Article 31 The total amount of deposits by sources inside China in a
foreign-capital financial institution or in a Chinese-foreign equity joint
financial institution may not exceed 40 percent of its total assets inside
China.

Article 32 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall maintain proper reserves for bad
debts in accordance with the relevant provisions.

Article 33 The interest rates of deposits and loans of a foreign-capital
financial institution or of a Chinese-foreign equity joint financial
institution and the various service charges shall be determined by the
Bankers’ Association through consultation or be fixed in the light of the
international market and shall be submitted to the Shanghai Branch of the
People’s Bank of China for approval.

Article 34 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall, in accordance with the relevant
provisions, draw the reserve fund, the staff bonus fund, the welfare fund
and the enterprise development fund from the profit after tax paid in
accordance with the law.

Article 35 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall engage at least one Chinese citizen
as member of its senior managerial body.

The senior managerial personnel of a foreign-capital financial institution
or of a Chinese-foreign equity joint financial institution may not
concurrently hold important positions in any other economic organizations.

Article 36 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall invariably appoint a Chinese
registered accountant and such an appointment is subject to confirmation by
the Shanghai Branch of the People’s Bank of China.
Chapter VI Supervision and Inspection

Article 37 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall set up a sound internal auditing
system and enhance its own ability of self-restraint.

Article 38 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution shall submit its financial and business
statements to the People’s Bank of China in accordance with the relevant
provisions.

Article 39 The People’s Bank of China and its Shanghai Branch shall
have the right to examine and audit the business and financial status of a
foreign-capital financial institution or of a Chinese-foreign equity joint
financial institution.
Chapter VII Dissolution and Liquidation

Article 40 If a foreign-capital financial institution or a
Chinese-foreign equity joint financial institution is to terminate voluntarily
its business activities, it shall, 30 days prior to the date of termination
thereof, submit an application in writing to the People’s Bank of China and
shall, after such termination is approved by the People’s Bank of China,
effect its dissolution and liquidation.

Article 41 In the event that a foreign-capital financial institution or
a Chinese-foreign equity joint financial institution should become insolvent,
the People’s Bank of China shall order it to suspend its business and shall
set a deadline for it to clear its liabilities. If such an institution wishes
to resume its business after recovering its solvency within the prescribed
period of time for the clearing of its liabilities, it shall apply to the
People’s Bank of China for approval.

Article 42 With respect to a foreign-capital financial institution or a
Chinese-foreign equity joint financial institution which is to terminate
voluntarily its business activities or which has been ordered to suspend its
business in accordance with the law, its dissolution and liquidation shall
be effected in accordance with the relevant provisions of the People’s
Republic of China.

Article 43 A foreign-capital financial institution or a Chinese-foreign
equity joint financial institution which is still in the process of clearing
its liabilities may redeem the capital stock and pay dividends only after
it has paid in full all the taxes and liabilities.

Article 44 Upon completion of liquidation, a foreign-capital financial
institution or a Chinese-foreign equity joint financial institution shall,
within the prescribed period of time, undertake the procedures with the
original registration authority to nullify its registration.
Chapter VIII Provisions of Penalties

Article 45 If, in violation of the provisions in Chapter II of these
Measures, a foreign-capital financial institution or a Chinese-foreign equity
joint financial institution is set up without authorization, the People’s
Bank of China shall have the right to order it to suspend its business,
confiscate its illegal earnings, and impose a fine in foreign exchange
equivalent to 50,000 to 100,000 Renminbi yuan.

Article 46 If, in violation of the provisions in Chapter IV of these
Measures, a foreign-capital financial institution or a Chinese-foreign equity
joint financial institution engages in business operations beyond the
authorized scope, the People’s Bank of China and its Shanghai Branch shall
have the right to order it to suspend these unauthorized business activities,
confiscate in accordance with the law the illegal earnings derived thereform,
and impose a fine in foreign exchange equivalent to 10,000 to 50,000 Renminbi
yuan.

Article 47 If a foreign-capital financial institution or a
Chinese-foreign equity joint financial institution violates the provisions
in Chapter V of these Measures, the People’s Bank of China and its Shanghai
Branch shall have the right to order it to make corrections and adjustments
or make up the deficiency and shall, in accordance with the seriousness of
the case, impose a fine in foreign exchange equivalent to 5,000 to 30,000
Renminbi yuan.

Article 48 If, in violation of the provisions in Chapter VI of these
Measures, a foreign-capital financial institution or a Chinese-foreign equity
joint financial institution fails to submit the statements required within
the prescribed period of time or defies supervision and examination, the
People’s Bank of China and its Shanghai Branch shall, in accordance with the
seriousness of the case, give a warning, circulate a notice of reprimand,
or impose a fine in foreign exchange equivalent to 3,000 to 10,000 Renminbi
yuan.

Article 49 If a foreign-capital financial institution or a
Chinese-foreign equity joint financial institution violates these Measures,
to a serious extent, the People’s Bank of China shall order it to suspend
its business activities and shall, in an extreme case, order it to disband.
Chapter IX Supplementary Provisions

Article 50 Financial institution with overseas-Chinese capital and
financial institutions with capital from the regions encompassing Hong Kong,
Macao and Taiwan shall be governed with reference to these Measures.

Article 51 Any foreign branch bank already established in the Shanghai
Municipality prior to the promulgation of these Measures shall, in accordance
with these Measures, make up for the establishment and registration
procedures. With respect to a foreign branch bank which fails to conform to
the relevant provisions of these Measures, the Shanghai Branch of the People’s
Bank of China shall set a deadline for it to make adjustments.

Article 52 The People’s Bank of China shall be responsible for the
interpretation of these Measures and shall formulate specific provisions in
accordance with these Measures.

Article 53 These Measures shall go into effect as of the date of
promulgation.

RESOLUTION ON THE NATIONAL DAY

Category	NATIONAL FLAG, NATIONAL EMBLEM, CAPITAL, NATIONAL ANTHEM AND NATIONAL DAY	Organ of Promulgation	The Central People’s Government	Status of Effect	In Force
Date of Promulgation	1949-12-02	Effective Date	1949-12-02

Resolution on the National Day of the People’s Republic of China

(Adopted at the 4th Meeting of the Central People’s Government Council

at December 2, 1949)

The “Suggestion to the Government for Taking the First of October as the
National Day of the People’s Republic of China, in Stead of the Tenth of
October as the Old National Day”, which was adopted by the First Session of
the First National Committee of the Chinese People’s Political Consultative
Conference(CPPCC) at October 9, 1949, has been submitted to the Central
People’s Government for decision and implementation.

The Central People’s Government Council decides to adopt the Suggestion
by the First National Committee of the CPPCC, considering that it tallies
with the actual history and represents the people’s will.

It is hereby announced by the Central People’s Government Council:
Starting with 1950, the first of October, the great date on which the
People’s Republic of China announced its establishment, shall be the National
Day of the People’s Republic of China.

INTERIM MEASURES FOR THE ADMINISTRATION OF THE FOREIGN-INVESTED DEVELOPMENT AND MANAGEMENT OF TRACTS OF LAND

Category	LAND ADMINISTRATION	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1990-05-19	Effective Date	1990-05-19

Interim Measures for the Administration of the Foreign-invested Development and Management of Tracts of Land

(Promulgated by Decree No. 56 of the State Council of the People’s

Republic of China on May 19, 1990 and effective as of the date of
promulgation)

Article 1 These Measures are formulated for the purpose of attracting
foreign investment for the development and management of tracts of land
(hereinafter referred to as “tract development”) so as to intensify the
construction of public works, improve the environment for investment,
introduce foreign-invested technically advanced enterprises and
export-oriented enterprises and develop the export-oriented economy.

Article 2 The term “tract development” as used in these Measures means
that after obtaining the right to the use of state-owned land, the investors
shall carry out, as planned, comprehensive development and construction on the
land, including levelling the ground and constructing such public works as
water supply and drainage systems, power and heat supply systems, roads and
communications networks, and communications facilities, so that conditions
shall be created for the land to be used for industrial or other construction
purposes. The investor shall then transfer the right to the use of the land
for operating public utilities, or proceed to construct such above-ground
buildings as industrial houses and the supporting facilities for production
and everyday life services and engage in the business activities of
transferring or leasing these above-ground buildings.

Definite development targets shall be specified for tract development and
there shall be definite construction projects that are intended to make use of
the developed land.

Article 3 With respect to a project to attract foreign investment for
tract development, the municipal or county people’s government shall organize
the drawing up of a tract development project proposal (or a feasibility study
report, the same hereinafter).

With respect to a tract development project which is to make use of 1,000
mu or less of arable land or 2,000 mu or less of other land and whose amount
of investment for comprehensive development falls within the limits of powers
for examination and approval of the people’s government of the province,
autonomous region or municipality directly under the Central Government
(including the people’s government or administrative committee of a special
economic zone, the same hereinafter), the project proposal shall be submitted
to the people’s government of the province, autonomous region or municipality
directly under the Central Government for examination and approval.

With respect to a tract development project which is to make use of more
than 1.000 mu of arable land or more than 2,000 mu of other land and whose
amount of investment for comprehensive development exceeds the limits of
powers for examination and approval of the people’s government of the
province, autonomous region or municipality directly under the Central
Government, the project proposal shall be submitted, through the people’s
government of the province, autonomous region or municipality directly under
the Central Government, to the State Planning Commission for examination,
verification and overall balancing and then to the State Council of the
People’s Republic of China for examination and approval.

Article 4 Foreign investors who intend to invest for tract development
shall, in accordance with the respective provisions of the Law of the People’s
Republic of China on Chinese-Foreign Equity Joint Ventures, the Law of the
People’s Republic of China on Chinese-Foreign Contractual Joint Ventures and
the Law of the People’s Republic of China on Foreign-Capital Enterprises, form
a Chinese-foreign equity joint venture, or a Chinese-foreign contractual joint
venture or a foreign-capital enterprise (hereinafter referred to as a
“development enterprise”) to engage in the development and management of the
tract of land.

Development enterprises shall be governed and protected by the law of
China and all their activities shall abide by the laws and regulations of the
People’s Republic of China.

Development enterprises shall have the right to act on their own in
business operations and management in accordance with the law, but they shall
have no administrative power in their development areas. The relationship
between a development enterprise and other enterprises shall be of a
commercial nature.

The State encourages the state-owned enterprises to form development
enterprises with foreign investors by using the right to the use of
state-owned land as investment or condition of co-operation.

Article 5 Development enterprises shall obtain the right to the use of
the state-owned land in their development areas in accordance with the law.

In assigning the right to the use of State-owned land to a development
enterprise, the people’s government of the municipality or county where the
development area is located shall, in accordance with the laws and
administrative rules and regulations of the State on the administration of
land, rationally specify the bounds of the tract of land, the purpose of its
use, the term of the right, the assignment fee and other conditions, sign a
contract for assigning the State-owned land and submit it for approval in
accordance with the limits of powers for examination and approval with respect
to the assignment of the right to the use of State-owned land.

Article 6 After the right to the use of State-owned land has been
assigned, the resources and objects buried thereunder shall continue to be
owned by the State. If it is necessary to exploit and utilize them, the
exploitation and utilization shall be administered in accordance with the
pertinent laws and administrative rules and regulations of the State.

Article 7 A development enterprise shall draw up a tract development plan
or a feasibility study report which shall specify the overall targets and
respective targets for different stages, the specific details and requirements
in the actual development, and the plan to utilize the developed land.

The tract development plan or feasibility study report shall, after
examination and verification by the municipal or county people’s government,
be submitted to the people’s government of the province, autonomous region or
municipality directly under the Central Government for examination and
approval. The examining and approving authorities shall organize the competent
authonties concerned to provide co-ordination concerning the construction and
management of the relevant public works.

Article 8 If the development area is within the limits of a planned urban
area, the various items of development and construction shall be in conformity
with the requirements of city planning and be submitted to the administration
of the planning.

The various items of construction in a development area shall be in
conformity with the laws, administrative rules and regulations and standards
of the State concerning environmental protection.

Article 9 A development enterprise may transfer the right to the use of
the state-owned land only after it has carried out the plan of tract
development and satisfied all the conditions prescribed in the contract for
assigning the right to the use of the state-owned land. No development
enterprise that fails to invest for the development of the land in accordance
with the conditions prescribed in the contract for assigning the right to the
use of the state-owned land and the requirements of the plan for tract
development may transfer the right to the use of the state-owned land.

The transfer or mortgage of the right to the use of state-owned land by
development enterprises and other enterprises, and the termination of the
right to the use of state-owned land shall be handled in accordance with the
laws and administrative rules and regulations of the State on the
administration of land.

Article 10 A development enterprise may attract investors to the
development area to make investment, accept the transferred right to the use
of state-owned land and launch enterprises. Enterprises with foreign
investment shall be established in accordance with the respective provisions
of the Law of the People’s Republic of China on Chinese-Foreign Equity Joint
Ventures, the Law of the People’s Republic of China on Chinese-Foreign
Contractual Joint Ventures and the Law of the People’s Republic of China on
Foreign-Capital Enterprises.

The launching of enterprises in the development areas shall be in
conformity with the State policy concerning the investment in industries. The
State encourages the launching of technically advanced enterprises and
export-oriented enterprises.

Article 11 The postal and communication undertakings in the development
areas shall be placed under the unified planning, construction and management
of the postal department. Or they may, with the approval of the province,
autonomous region or municipality directly under the Central Government, be
constructed with investment by a development enterprise; or the development
enterprise and the postal department may pool their investment for the
construction of communications facilities, which, in either case, shall be
transferred, after completion, to the postal department for operation, with
financial compensation to be given to the development enterprise in accordance
with the contract signed between the two parties.

Article 12 Development enterprises that invest in public utilities of
their own such as power stations, heat stations and water plants within the
development area may operate the business of power, water and heat supplies
within the development area or hand them over to the local enterprises of
public utilities for operation. If the capacity of the public utilities is in
surplus, which renders it necessary to be supplied to places outside the
development area or to be connected to a network outside the development area
for operation, the development enterprise shall sign a contract with the local
enterprises of public utilities in accordance with the pertinent provisions of
the State and operate in accordance with the conditions prescribed in the
contract.

If it is necessary for a development area to use water and power resources
from outside, the business thereof shall be operated by the local enterprises
of public utilities.

Article 13 If a development area covers a coastal port or bay, or a river
port sector, the coastline or riverside line shall be placed under the unified
planning and administration of the State. The development enterprise may
construct and operate a special port area and wharf in accordance with the
unified planning of the competent state communication authorities.

Article 14 No business activities or social activities that are banned by
the laws and administrative rules and regulations of the State may be engaged
within the development areas.

Article 15 If special administrative measures are required in respect of
import and export administration and Customs administration for a development
area which is mainly intended for the operation of export processing
enterprises, these shall be submitted to the State Council of the People’s
Republic of China for approval and specific measures of administration shall
be formulated by the competent authorities of the State.

Article 16 The general administration, judicial administration, port
administration and Customs administration in a development area shall be
organized and exercised respectively by the competent authorities of the
State, the people’s government of the 1ocality where the development area is
situtated, and the judicial organs that have jurisdiction.

Article 17 Tract development with investment by firms, enterprises and
other economic organizations or individuals from the regions of Hong Kong,
Macao and Taiwan shall be governed with reference to these Measures.

Article 18 These Measures shall be put into effect within the limits of
the specific economic zones, the open coastal cities and the open coastal
economic zones as of the date of promulgation.

MEASURES FOR THE ADMINISTRATION OF THE COLLECTION VERIFICATION AND WRITING-OFF OF EXPORT PROCEEDS IN FOREIGN EXCHANGE

Category	BANKING	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1990-12-18	Effective Date	1991-01-01

Measures for the Administration of the Collection Verification and Writing-off of Export Proceeds in Foreign Exchange

(Approved by the State Council on December 9, 1990, and promulgated

jointly by the People’s Bank of China, the State Administration of Foreign
Exchange Control, the Ministry of Foreign Economic Relations and Trade, the
General Customs Administration, and the Bank of China on December 18, 1990)

Article 1 These Measures arc formulated in order to strengthen the
administration of the collecting of export proceeds in foreign exchange in
accordance with the provision in Interim Regulations on Foreign Exchange
Control of the People’s Republic of China and with the requirements of the
State Council concerning the strengthening and perfecting of the system of
the collecting, verifying and writing-off of export proceeds in foreign
exchange.

Article 2 Definitions

(1) “Departments for foreign exchange control” refers to the State
Administration of Foreign Exchange Control and its branch offices;

(2) “Trustee banks” refers to those banks (including foreign-capital
financial institutions set up within the territory of China, and
Chinese-foreign equity joint financial institutions) or non-banking financial
institutions which are approved by the State Administration of Foreign
Exchange Control to have the right to accept the entrustment of export
units for tendering documents to and claiming reimbursements from foreign
firms abroad.

(3) “Paying banks” refers to those banks (including foreign-capital
financial institutions established within the territory of China, and
Chinese-foreign equity joint financial institutions), or those non-banking
financial institutions which are approved by the State Administration of
Foreign Exchange Control to have the right to accept the entrustment of
export units for tendering documents to and claiming reimbursements from
foreign firms abroad, and which can deliver payments for goods to exporters
in either RMB yuan or foreign exchange;

(4) “Exporters” refers to those companies which have been approved by
the Ministry of Foreign Economic Relations and Trade or by its authorized
units to have the right to handle export business, and also to those
enterprises as well as enterprises with foreign investment which have the
right to handle foreign trade.

(5) “Instrument for the collecting, verifying and writing-off of export
proceeds in foreign exchange” (also referred to as “verifying and writing-off
instrument” for short) refers to vouchers with serial numbers, printed and
issued by the State Administration of Foreign Exchange Control, filled in by
exporters, trustee banks and paying banks, accepted by the Customs as
documents for clearance of goods, and used by departments for foreign
exchange control for verifying and writing-off export proceeds in foreign
exchange; and the said instrument has counterfoil attached to it;

(6) “The deadline for the collecting” refers to the deadlines, as stipulated in Article 9 of these Measures,
for the settlement or the
collection of export proceeds in foreign exchange;

(7) “The overdue uncollected foreign exchange” refers to the non-settled
or uncollected export proceeds in foreign exchange, after the deadline for
the collection.

Article 3 These Measures shall apply to all cases concerning the
collection of foreign exchange under the heading of export trade done in all
forms.

Article 4 Exporters shall apply to the local department for foreign
exchange control for the verifying and writing-off instrument, which is
affixed with a stamp – with the inscription “COLLECTING OF FOREIGN EXCHANGE
UNDER SUPERVISION” – by the department for foreign exchange control. When
applying to the Customs for clearance of goods, an exporter must present to
the Customs the relevant verifying and writing-off instrument, and go through
the procedures for declaration at the Customs with a declaration form marked
with the serial number of the relevant verifying and writing-off instrument;
otherwise, the Customs shall not accept the application for Customs clearance.
After the completion of the procedures for Customs clearance of goods, the
Customs shall affix the stamp – with the inscription “CLEARED” – to the
verifying and writing-off instrument and to the declaration form marked with
the serial number of the said verifying and writing-off instrument.

Article 5 In case that goods cannot be exported for one reason or another
after the exporter concerned has filled in the verifying and writing-off
instrument, the said exporter shall go through the procedures for the
cancellation of the verifying and writing-off instrument at the department for
foreign exchange control.

Article 6 After going through the procedures for Customs declaration of
goods, the exporter concerned must, in good time, submit the relevant
declaration forms, the duplicates of drafts for remittance, invoices and the
counterfoils of verifying and writing-off instruments to the local department
for foreign exchange control for the verifying and writing-off of export
proceeds.

Article 7 When an exporter tenders documents to a trustee bank, the
trustee bank must, on the strength of the verifying and writing-off instrument
affixed with the “CLEARED” stamp, accept the relevant export documents.
The trustee bank shall not be permitted to accept those export documents,
to which no verifying and writing-off instrument is attached. An exporter,
which handles export business either on its own or per procurationem, must
use its own verifying and writing-off instrument when applying to the Customs
for clearance of goods. A unit undertaking declaration at the Customs per
procurationem must return, in good time, the verifying and writing-off
instrument and the relevant Customs declaration forms to the consignor as soon
as it has gone through the Customs declaration procedures for the exporter.

Article 8 An exporter, after using up the verifying and writing-off
instruments it has, may apply to the local department of foreign exchange
control for obtaining new verifying and writing-off instruments.

Article 9 All the export proceeds in foreign exchange of an exporter
must be collected or settled, before the following deadlines for collection:

(1) With respect to payments for goods through spot letter of credit or
through spot collection, it is stipulated that export proceeds in foreign
exchange must be settled or collected, within 20 days for region of Hong Kong
and Macao and other offshore areas, and 30 days for the areas beyond the
oceans, beginning from the day the relevant export documents are mailed.

(2) With respect to payments for goods through forward letter of credit
or through forward collection, it is stipulated that export proceeds in foreign exchange must be settled or collected, within 30 days
for region of
Hong Kong and Macao and other offshore areas, and 40 days for the areas beyond
the oceans, beginning from the day specified in the drafts of remittance for
payment.

(3) With respect to payments for goods through consignment sales, the
exporter must indicate the deadline for the collection on the counterfoil
of the verifying and writing-off instrument, and the deadline shall not exceed
the time limit of 360 days beginning from the day when the procedures for
Customs declaration are completed.

(4) With respect to payments for goods through the sending of documents
by the exporter itself – an operation not included in the scope of consignment
sales (This refers to the procedures of tendering documents and collecting
foreign exchange without the assistance of a bank), the exporter must settle
or collect export proceeds in foreign exchange within 50 working days beginning
from the day when the procedures for Customs declaration are completed.

Article 10 An exporter, no matter what forms of export proceeds
collection it may adopt, must, within 30 working days immediately after the
deadline for the collection, go through the procedures at the local department
of foreign exchange control for the collecting, verifying and writing-off
of export proceeds in foreign exchange, on the strength of the verifying and
writing-off instrument signed by the paying bank, the foreign exchange
settlement voucher or the collection advice, as well as other relevant
certifying documents.

Article 11 In case that export proceeds have not been collected within
the prescribed time limit, the exporter must promptly submit a written report
to the department of foreign exchange control, giving an account of the case,
and it is up to the department for foreign exchange control to handle the
case at its discretion.

Article 12 The trustee bank and the paying bank shall strengthen their
supervision over the overdue export proceeds of exporter, and shall also, in
good time, press foreign banks for payment. The trustee bank and the paying
bank must, within the first ten days of each quarter, submit a report to the
local department for foreign exchange control concerning the uncollected
overdue export proceeds.

Article 13 With respect to those who have violated the provisions of
these Measures, the department for foreign exchange control has the power to
impose on the violators such penalties as an administrative warning,
circulation of a notice of criticism, a fine, or a temporary suspension of
the use of a foreign exchange account. In case that the violators concerned
refuse to comply with the aforesaid penalty decision, the case may be handled
in accordance with Implementing Rules on Punishment of Violation of Foreign
Exchange Control adopted by the State Council on March 25, 1985 and
promulgated by the State Administration of Foreign Exchange Control on April
5, 1985.

Article 14 The Measures for the supervision and control of the collection
of export proceeds in foreign exchange formulated by the various localities
and departments prior to the promulgation of these Measures shall cease to
be effective.

Article 15 The right to interpret these Measures resides in the State
Administration of Foreign Exchange Control; and the relevant rules for
implementation shall be formulated by the State Administration of Foreign
Exchange Control in conjunction with other departments concerned.

Article 16 These Measures shall go into effect as of January 1, 1991.

INTERIM REGULATIONS CONCERNING THE ASSIGNMENT AND TRANSFER OF THE RIGHT TO THE USE OF THE STATE-OWNED LAND IN THE URBAN AREAS

Category	LAND ADMINISTRATION	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1990-05-19	Effective Date	1990-05-19

Interim Regulations of the People’s Republic of China Concerning the Assignment and Transfer of the Right to the Use of the State-owned Land in the Urban Areas

Chapter I  General Provisions
Chapter II  The Assignment of the Right to the Use of the Land
Chapter III  The Transfer of the Right to the Use of the Land
Chapter IV  The Lease of the Right of the Use of the Land
Chapter V  The Mortgage of the Right to the Use of the Land
Chapter VI  The Termination of the Right to the Use of the Land
Chapter VII  The Allocated Right to the Use of the Land
Chapter VIII  Supplementary Provisions

(Promulgated by Decree No. 55 of the State Council of the People’s

Republic of China on May 19, 1990 and effective as of the date of
promulgation)
Chapter I  General Provisions

Article 1 These Regulations are formulated in order to reform the system
of using the State-owned land in the urban areas, rationally develop, utilize
and manage the land, strengthen land administration and promote urban
construction and economic development.

Article 2 The State, in accordance with the principle of the ownership
being separated from the right to the use of the land, implements the system
whereby the right to the use of the State-owned land in the urban areas may be
assigned and transferred, with the exclusion of the underground resources, the
objects buried underground, and the public works.

The term “State-owned land in the urban areas” as used in the preceding
paragraph refers to the land owned by the whole people (hereinafter referred
to as “the land”) within the limits of cities, county sites, administrative
towns and industrial and mining areas.

Article 3 Any company, enterprise, other organization and individual
within or outside the People’s Republic of China may, unless otherwise
provided by law, obtain the right to the use of the land and engage in land
development, utilization and management in accordance with the provisions of
these Regulations.

Article 4 Users of the land who have obtained the right to the use of the
land in accordance with these Regulations may, within the term of land use,
transfer, lease, or mortgage the right to the use of the land or use it for
other economic activities, and their lawful rights and interests shall be
protected by the laws of the State.

Article 5 Users of the land shall, in their activities to develop,
utilize and manage the land, abide by the laws and regulations of the State
and may not jeopardize the interests of the society and the public.

Article 6 The land administrative departments under the people’s
governments at or above the county level shall conduct supervision and
inspection, according to law, over the assignment, transfer, lease, mortgage
and termination of the right to the use of the land.

Article 7 The registration of the assignment, transfer, lease, mortgage
and termination of the right to the use of the land and the registration of
the above-ground buildings and other attached objects shall be handled by the
land administration department and housing administration departments of the
government in accordance with the law and the pertinent regulations of the
State Council.

The registration documents shall be made available for public reference.
Chapter II The Assignment of the Right to the Use of the Land

Article 8 The assignment of the right to the use of the land refers to
the act of the State as the owner of the land who, within the term of a
certain number of years, assigns the right to the use of the land to land
users, who shall in turn pay fees for the assignment thereof to the State.

An assignment contract shall be signed for assigning the right to the use
of the land.

Article 9 People’s governments at the municipal and county levels shall
be in charge of assigning the right to the use of land, which shall be
effected in a planned, step-by-step way.

Article 10 The land administration departments under the people’s
governments at the municipal and county levels shall, in conjunction with the
administrative departments for urban planning and construction and the housing
administration departments, draw up a plan concerning the size and location,
the purposes, the term, and other conditions with respect to the assigning of
the right to the use of the land. The plan shall be submitted for approval in
accordance with the limits of authority for approval as stipulated by the
State Council and shall then be implemented by the land administration
departments.

Article 11 The contract for assigning the right to the use of the land
shall be signed by and between the land administration departments under the
people’s governments at the municipal and county levels (hereinafter referred
to as “the assigning party”) and the land users in accordance with the
principle of equality, voluntariness and compensation for use.

Article 12 The maximum term with respect to the assigned right to the use
of the land shall be determined respectively in the light of the purposes
listed below:

(1) 70 years for residential purposes;

(2) 50 years for industrial purposes;

(3) 50 years for the purposes of education, science, culture, public
health and physical education;

(4) 40 years for commercial, tourist and recreational purposes; and

(5) 50 years for comprehensive utilization or other purposes.

Article 13 The assignment of the right to the use of the land may be
carried out by the following means:

(1) by reaching an agreement through consultations;

(2) by invitation to bid; or

(3) by auction.

The specific procedures and steps for assigning the right to the use of
the land by the means stipulated in the proceding paragraphs shall be
formulated by the people’s government of the relevant province, automonous
region, or municipality directly under the Central Government.

Article 14 The land user shall, within 60 days of the signing of the
contract for the assignment of the right to the use of the land, pay the total
amount of the assignment fee thereof, failing which, the assigning party shall
have the right to terminate the contract and may claim compensation for breach
of contract.

Article 15 Thc assigning party shall, in compliance with the stipulations
of the contract, provide the right to the use of the land thus assigned,
failing which, the land user shall have the right to terminate the contract
and may claim compensation for breach of contract.

Article 16 After paying the total amount of the fee for the assignment
of the right to the use of the land, the land user shall, in accordance with
the relevant provisions, go through the registration thereof, obtain the
certificate for land use and accordingly the right to the use of the land.

Article 17 The land user shall, in conformity with the stipulations of
the contract for the assignment of the right to the use of laud and the
requirements of city planning, develop, utilize and manage the land.

Should any land user fail to develop and utilize the land in accordance
with the period of time specified in the contract and the conditions therein,
the land administration department under the people’s government at the
municipal or county level shall make corrections and, in light of the
seriousness of the case, give such penalties as a warning, a fine or, in an
extreme case, withdrawing the right to the use of the land without
compensation.

Article 18 If the land user needs to alter the purposes of land use as
stipulated in the contract for assigning the right to the use of land, he
shall obtain the consent of the assigning party and the approval of the land
administration department and the urban planning department and shall, in
accordance with the relevant provisions in this Chapter, sign a new contract
for assigning the right to the use of the land, readjust the amount of the
assignment fee thereof, and undertake registration anew.
Chapter III The Transfer of the Right to the Use of the Land

Article 19 The transfer of the right to the use of the land refers to the
land user’s act of re-assigning the right to the use of the land, including
the sale, exchange, and donation thereof.

If the land has not been developed and utilized in accordance with the
period of time specified in the contract and the conditions therein, the right
to the use thereof may not be transferred.

Article 20 A transfer contract shall be signed for the transfer of the
right to the use of the land.

Article 21 With the transfer of the right to the use of the land, the
rights and obligations specified in the contract for assigning the right to
the use of the land and in the registration documents shall be transferred
accordingly.

Article 22 The land user who has acquired the right to the use of the
land by means of the transfer thereof shall have a term of use which is the
remainder of the term specified in the contract for assigning the right to the
use of the land minus the number of the years in which the original land user
has used the land.

Article 23 With the transfer of the right to the use of the land, the
ownership of the above-ground buildings and other attached objects shall be
transferred accordingly.

Article 24 The owners or joint owners of the above-ground buildings and
other atttached objects shall have the right to the use of the land within the
limits of use of the said buildings and objects.

With the transfer of the ownership of the above-ground buildings and other
attached objects by the land users, the right to the use of the land within
the limits of use of the said buildings and objects shall be transferred
accordingly, with the exception of the movables.

Article 25 With respect to the transfer of the right to the use of the
land and of the ownership of the above-ground buildings and other attached
objects, registration for the transfer shall be undertaken in accordance with
the relevant provisions.

Divided transfer of the right to the use of the land and of the ownership
of the above-ground buildings and other attached objects shall be subject to
the approval of the land administration department and the housing
administration department under the people’s government at the municipal or
county level, and registration for the divided transfer shall be undertaken
in accordance with the relevant provisions.

Article 26 When the transfer of the right to the use of the land is
priced at a level obviously lower than the prevailing market price, the
people’s government at the municipal or county level shall have the
priority of the purchase thereof.

When the market price for the transfer of the right to the use of the land
rises to an unreasonable extent, the people’s government at the municipal or
county level may take necessary measures to cope with it.

Article 27 If, after the transfer of the right to the use of the land,
necessity arises for altering the purposes of land use as stipulated in the
contract for assigning the right to the use of the land, it shall be handled
in accordance with the provisions in Article 18 of these Regulations.
Chapter IV The Lease of the Right of the Use of the Land

Article 28 The lease of the right to the use of the land refers to the
act of the land user as the lessor to lease the right to the use of the land
together with the above-ground buildings and other attached objects to the
lessee for use who shall in turn pay lease rentals to the lessor.

If the land has not been developed and utilized in accordance with the
period of time specified in the contract and the conditions therein, the right
to the use thereof may not be leased.

Article 29 A lease contract shall be signed for leasing the right to the
use of the land by and between the lessor and the lessee.

The lease contract shall not run counter to the laws and regulations of
the State or the stipulations of the contract for assigning the right to the
use of the land.

Article 30 After leasing the right to the use of the land, the lessee
must continue to perform the contract for assigning the right to the use of
the land.

Article 31 With respect to the lease of the right to the use of the land
together with the above-ground buildings and other attached objects, the
lessee shall undertake registration in accordance with the relevant provisions.
Chapter V The Mortgage of the Right to the Use of the Land

Article 32 The right to the use of the land may be mortgaged.

Article 33 With the mortgage of the right to the use of the land, the
above-ground buildings and other attached objects thereon shall be mortgaged
accordingly.

With the mortgage of above-ground buildings and other attached objects,
the right to the use of the land within the limits of use of the said
buildings and objects shall be mortgaged accordingly.

Article 34 Amortgage contract shall be signed for mortgaging the right to
the use of the land by and between the mortgagor and the mortgagee.

The mortgage contract shall not run counter to the laws and regulations
of the State or the stipulations of the contract for assigning the right to
the use of the land.

Article 35 With respect to the mortgage of the right to the use of the
land together with the above-ground buildings and other attached objects,
registration for the mortgage shall be undertaken in accordance with the
relevant provisions.

Article 36 If the mortgagor fails to fulfil liabilities within the
prescribed period of time or declares dissolution or bankruptcy within the
term of the mortgage contract, the mortgatee shall have the right to dispose
of the mortgaged property in accordance with the laws and regulations of the
State and the stipulations of the mortgage contract.

With respect to the right to the use of the land and the ownership of the
above-ground buildings and other attached objects acquired as a result of the
disposal of the mortgaged property, transfer registration shall be undertaken
in accordance with the relevant provisions.

Article 37 The mortgagee shall have the priority of compensation with
respect to the receipts resulting from the disposal of the mortgaged property.

Article 38 If the mortgage is eliminated as a result of the liquidation
of liabilities or for other reasons, procedures shall be undertaken to nullify
the mortgage registration.
Chapter VI The Termination of the Right to the Use of the Land

Article 39 The right to the use of the land terminate for such reasons as
the expiration of the term of use as stipulated in the contract for assigning
the right to the use of the land, the withdrawal of the right before the
expiration, or the loss of the land.

Article 40 Upon expiration of the term of use, the right to the use of
the land and the ownership of the above-ground buildings and other attached
objects thereon shall be acquired by the State without compensation. The land
user shall surrender the certificate for land use and undertake procedures to
nullify the registration.

Article 41 Upon expiration of the term of use, the land user may apply
for its renewal. Where such a renewal is necessary, a new contract shall be
signed in accordance with the provisions in Chapter II of these Regulations
and the land user shall pay the fee for the assignment of the right to the use
of the land and undertake registration.

Article 42 The State shall not withdraw before the expiration of the term
of use the right to the use of the land which the land user acquired in
accordance with the law. Under special circumstances, the State may, based on
the requirements of social public interests, withdraw the right before the
expiration of the term of use in line with the relevant legal procedures and
shall, based on the number of years in which the land user has used the land
and actual state of affairs with respect to the development and utilization of
the land, offer corresponding compensation.
Chapter VII The Allocated Right to the Use of the Land

Article 43 The allocated right to the use of the land refers to the right
to the use of the land which the land user acquires in accordance with the
law, by various means, and without compensation.

The land user referred to in the preceding paragraph shall pay tax for the
use of the land in accordance with the provisions of the Interim Regulations
of the People’s Republic of China Concerning the Tax for the Use of the Land
in the Urban Areas.

Article 44 The allocated right to the use of the land may not be
transferred, leased, or mortgaged, with the exception of cases as specified in
Article 45 of these Regulations.

Article 45 On condition that the following requirements are satisfied,
the allocated right to the use of the land and the ownership of the
above-ground buildings and other attached objects may, subject to the approval
of the land administration departments and the housing administration
departments under the people’s governments at the municipal or county level,
be transferred, leased or mortgaged:

(1) the land users are companies, enterprises, or other economic
organizations, or individuals;

(2) a certificate for the use of state-owned land has been obtained;

(3) possessing legitimate certificates of property rights to the
above-ground buildings and other attached objects; and

(4) a contract for assigning the right to the use of land is signed in
accordance with the provisions in Chapter II of these Regulations and the land
user makes up for the payment of the assignment fee to the local municipal or
county people’s government or uses the profits resulting from the transfer,
lease or mortgage to pay the assignment fee.

The transfer, lease or mortgage of the allocated right to the use of the
land referred to in the preceding paragraphs shall be handled respectively in
accordance with the provisions in Chapters III, IV and V of these Regulations.

Article 46 Any units or individuals that transfer, lease or mortgage the
allocated right to the use of the land without authorization shall have their
illegal incomes thus secured confiscated by the land administration
departments under the people’s governments at the municipal or county level
and shall be fined in accordance with the seriousness of the case.

Article 47 If the land user who has acquired the allocated right to the
use of the land without compensation stops the use thereof as a result of
moving to another site, dissolution, disbandment, or bankruptcy or for other
reasons, the municipal or county people’s government shall withdraw the
allocated right to the use of the land without compensation and may assign it
in accordance with the relevant provisions of these Regulations.

The municipal or county people’s government may, based on the needs of
urban construction and development and the requirements of urban planning,
withdraw the allocated right to the use of the land without compensation and
may assign it in accordance with the relevant provisions of these Regulations.

When the allocated right to the use of the land is withdrawn without
compensation,the municipal or county people’s government shall, in the light
of the actual state of affairs, give due compensation for the above-ground
buildings and other attached objects thereon.
Chapter VIII Supplementary Provisions

Article 48 The right to the use of the land may be inherited if it is
acquired by individuals in accordance with the provisions of these Regulations.

Article 49 The land user shall pay tax in accordance with the provisions
of the tax laws and regulations of the State.

Article 50 Fees collected by assigning the right to the use of the land
in accordance with these Regulations shall be included in the fiscal budget
and managed as a special fund, which shall be used mainly for urban
constrction and land development. The specific measures for the use and
management of the fund shall be separately prescribed by the Ministry of
Finance.

Article 51 The people’s governments of various provinces, autonomous
regions and municipalities directly under the Central Government shall, in
accordance with the provisions of these Regulations and with the actual state
of affairs in their respective localities, select as their pilot testing
grounds some of the cities or towns where conditions are relatively ripe.

Article 52 With respect to foreign investors engaging in developing and
managing tracts of land, the administration of the right to the use of the
land shall be effected in accordance with the relevant provisions of the State
Council.

Article 53 The State Administration for Land Uses shall be responsible
for the interpretation of these Regulations; the measures for the
implementation thereof shall be formulated by the people’s government of the
provinces, autonomous regions and municipalities directly under the Central
Government.

Article 54 These Regulations shall go into effect as of the date of
promulgation.

RULES FOR THE IMPLEMENTATION OF THE FOREIGN-CAPITAL ENTERPRISES

Category	FOREIGN ECONOMIC RELATIONS AND TECHNOLOGICAL COOPERATION	Organ of Promulgation	The State Council	Status of Effect	In Force
Date of Promulgation	1990-12-12	Effective Date	1990-12-12

Rules for the Implementation of the Law of the People’s Republic of China on Foreign-capital Enterprises

Contents
Chapter I  General Provisions
Chapter II  Procedures for Establishment
Chapter III  Form of Organization and Registered Capital
Chapter IV  Methods of Contributing Investment and the Time Limit
Chapter V  Use of Site and the Site Use Fees
Chapter VI  Purchasing and Marketing
Chapter VII Taxation
Chapter VIII  Control of Foreign Exchange
Chapter IX  Financial Affairs and Accounting
Chapter X  Workers and Staff Members
Chapter XI  Trade Union
Chapter XII  Term of Operations, Termination and Liquidation
Chapter XIII  Supplementary Provisions

(Approved by the State Council on October 28, 1990, and promulgated by

Decree No. 1 of the Ministry of Foreign Economic Relations and Trade on
December 12, 1990)
Contents

Chapter I General Provisions

Chapter II Procedures for Establishment

Chapter III Form of Organization and Registered Capital

Chapter IV Methods of Contributing Investments and the Time Limit

Chapter V Use of Site and the Site Use Fees

Chapter VI Purchasing and Marketing

Chapter VII Taxation

Chapter VIII Control of Foreign Exchange

Chapter IX Financial Affairs and Accounting

Chapter X Workers and Staff Members

Chapter XI Trade Union

Chapter XII Term of Operations, Termination and Liquidation

Chapter XIII Supplementary Provisions
Chapter I General Provisions

Article 1 These Rules are formulated in accordance with the provisions in
Article 23 of The Law of the People’s Republic of China on Foreign-Capital
Enterprises.

Article 2 Foreign-capital enterprises shall be under the jurisdiction of
and protection by China’s laws.

Foreign-capital enterprises, while engaged in business operational
activities within the territory of China, must abide by Chinese laws and
regulations and must not jeopardize the social and public interests of China.

Article 3 A foreign-capital enterprise to be established in China must be
conducive to the development of China’s national economy, be capable of gaining
remarkable economic results and shall meet at least one of the following
conditions:

(1) the enterprise is to adopt advanced technology and equipment, engage in
the development of new products, conserve energy and raw materials, and
realize the upgrading of products and the replacement of old products with new
ones which can be used for placing similar Imported goods;

(2) its annual output value of export products accounts for more than 50%
of the annual output value of all products, thereby realizing the balance
between revenues and expenditures in foreign exchange or with a surplus.

Article 4 No foreign-capital enterprise shall be established in the
following trades:

(1) the press, publication, broadcasting, television, and movies;

(2) domestic commerce, foreign trade, and insurance;

(3) post and telecommunications;

(4) other trades in which the establishment of foreign-capital enterprises
is forbidden, as prescribed by the Chinese government.

Article 5 The establishment of foreign-capital enterprises shall be
restricted in the following trades:

(1) public utilities;

(2) communications and transportation;

(3) real estate;

(4) trust investment;

(5) leasing.

The application for the establishment of a foreign-capital enterprise in
the trades mentioned in the preceding paragraph shall be submitted to the
Ministry of Foreign Economic Relations and Trade of the People’s Republic of
China (hereinafter referred to the Ministry of Foreign Economic Relations and
Trade) for approval, except as otherwise provided by Chinese laws and
regulations.

Article 6 Application for the establishment of a foreign-capital
enterprise shall not be approved if the proposed enterprise would involve one
of the following circumstances:

(1) injury to China’s sovereignty or to social and public interests;

(2) impairment of China’s national security;

(3) violation of Chinese laws and regulations;

(4) incompatibility with the requirements of China’s national economic
development; or

(5) possible creation of environmental pollution.

Article 7 A foreign-capital enterprise shall make its own managerial
decisions within the approved scope of business operations and shall not be
subject to intervention.
Chapter II Procedures for Establishment

Article 8 The application for the establishment of a foreign-capital
enterprise shall be submitted to the Ministry of Foreign Economic Relations and
Trade, and after examination and approval, a certificate of approval shall be
issued by the Ministry.

With respect to the application for the establishment of a foreign-capital
enterprise that comes under one of the following circumstances, the State
Council shall authorize the people’s government of the relevant province,
autonomous region, municipality directly under the Central Government,
municipality separately listed on the state plan, or the special economic zone,
to issue the certificate of approval after examining and approving the
application:

(1) the total amount of investment is within the limits of powers for the
examination and approval of investments stipulated by the State Council;

(2) the proposed enterprises does not need the raw and processed materials
to be allocated by the State, or does not influence unfavourably the national
comprehensive balance of energy resources, communications and transportation,
as well as export quotas for foreign trade.

Where the people’s government of the province, autonomous region,
municipality directly under the Central Government, municipality separately
listed on the state plan, or the special economic zone has approved the
establishment of a foreign-capital enterprise within its limits of powers
granted by the State Council, it shall, within 15 days after the approval,
submit a report to the Ministry of Foreign Economic Relations and Trade for the
record (hereinafter the Ministry of Foreign Economic Relations and Trade, and
the people’s government of the province, autonomous region, municipality,
directly under the Central Government, municipality separately listed on the
state plan, and the special economic zone shall be called generally as the
examining and approving organ).

Article 9 With respect to a foreign-capital enterprise, the establishment
of which has been applied for, if its products are subject to export licence,
export quota, or import licenee, or are under restrictions by the State, prior
consent of the department of foreign economic relations and trade shall be
obtained in accordance with the limits of powers for administration.

Article 10 A foreign investor shall, prior to the filing of an application
for the establishment of a foreign-capital enterprise, submit a report to the
local people’s government at or above the county level at the place where the
proposed enterprise is to be established. The report shall include: the aim of
the establishment of the proposed enterprise; the scope and scale of business
operation; the products to be produced; the technology and equipment to be
adopted and used; the proportion of the sales of products between the domestic
market and the foreign market; the area of land to be used and the related
requirements; the conditions and quantities of water, electricity, coal, coal
gas and other forms of energy resources required; and the requirement of public
facilities.

The local people’s government at or above the county level shall within 30
days after receiving the report submitted by the foreign investor, give a reply
in writing to the said foreign investor.

Article 11 In case that a foreign investor wishes to establish a
foreign-capital enterprise, an application shall be submitted to the examining
and approving organ through the local people’s government at or above the
county level at the place where the enterprise is to be established, together
with the following documents.

(1) the written application for the establishment of a foreign-capital
enterprise;

(2) a feasibility study report;

(3) the articles of association of the foreign-capital enterprise;

(4) the name-list of the legal representatives (or the candidates for
members of the board of directors) of the foreign-capital enterprise;

(5) the legal certifying documents and the credit position certifying
documents of the foreign investor;

(6) the written reply given by the people’s government at or above the
county level at the place, where the enterprise is to be established;

(7) an inventory of goods and materials needed to be imported;

(8) other documents that are required to be submitted.

The documents mentioned in Items(1) and (3) in the preceding paragraph must
be written in the Chinese language; while the documents mentioned in Items
(2), (4) and (5) in the preceding paragraph may be written in a foreign
language, but a corresponding Chinese translation shall be attached.

In the event that two or more foreign investors jointly file an application
for the establishment of a foreign-capital enterprise, they shall submit a
duplicate of the contract concluded and signed between them to the examining
and approving organ for the record.

Article 12 The examining and approving organ shall, within 90 days after
receiving all the required documents with respect to an application for the
establishment of foreign-capital enterprise, make a decision whether to approve
or disapprove the application. In the event that the examining and approving
organ has found that the documents mentioned above are not complete, or that
some of them are inappropriate, it may call on the applicant to make up the
incomplete documents, or to make necessary revisions, within a prescribed time
limit.

Artricle 13 After the approval of the application for the establishment of a foreign-capital
enterprise by the examining and approving organ, the foreign
investor shall, within 30 days after receiving the certificate of approval,
file an application with the relevant administrative department for industry
and commerce for registration, and obtain a business licence. The date on which
the business licence is issued shall be the date of the establishment of the
said enterprise.

In the event that the foreign investor fails to file an application with
the administrative department for industry and commerce for registration on the
expiration of the 30 days after receiving the certificate of approval, the
certificate of approval for the establishment of the proposed enterprise shall
become invalid automatically,

A foreign-capital enterprise shall, within 30 days after its establishment,
go through the procedures for taxation registration with the tax authorities.

Article 14 Foreign investors may appoint a Chinese service agency for
enterprises with foreign investment or other economic organizations to handle,
on their behalf, the affairs stipulated in Article 9, the first paragraph of
Article 10 and Article 11 of these Rules, but a contract of entrustment shall
be concluded and signed between them.

Article 15 The written application for the establishment of a
foreign-capital enterprise shall include the following contents:

(1) the name or designation, the residence and the place of registration of the foreign investor, and the
name, nationality, and position of the legal
representative;

(2) the name and residence of the foreign-capital enterprise;

(3) the scope of business operations, the varieties of products, and the
scale of production;

(4) the total amount of investment, the registered capital, the source of
funds, and the method of investment contribution and the operation period;

(5) the organizational form and organs, and the legal representative of the
foreign-capital enterprise;

(6) the primary production equipment to be used and the degrees of
depreciation, production technology, technological level and their sources;

(7) the sales orientation and areas, the sales channels and methods, and
the sales proportion between China’s market and foreign markets;

(8) the arrangements for the revenues and expenditures in foreign exchange;

(9) the arrangements for the establishment of relevant organs and the
authorized size of working personnel, the engagement and use of workers and
staff members, their training, salaries and wages, material benefits,
insurance, and labour protection;

(10) the degrees of probable environmental pollution and the measures for
tackling pollution;

(11) the selection of sites and the area of land to be used;

(12) the funds, energy resources, raw and processed materials needed in
capital construction and in production and business operations and the
solutions thereof;

(13) the progress plan for the construction of the project; and

(14) the period of business operations of the foreign-capital enterprise to
be established.

Article 16 The articles of association of a foreign-capital enterprise
shall include the following contents:

(1) the name and the residence;

(2) the aim and the scope of business operations;

(3) the total amount of investments, the registered capital, and the time
limit for contributing investment;

(4) the form of organization;

(5) the internal organizational structures and their functions and powers
as well as their rules of procedures; the functions, duties and limits of
powers of the legal representative as well as of the general manager, chief
engineer, chief accountant and other staff members;

(6) the principles and system of financial affairs, accounting and
auditing;

(7) labour administration;

(8) the term of business operations, termination, and liquidation; and

(9) the procedures for the amendment of the articles of association.

Article 17 The articles of association of a foreign-capital enterprise
shall become effective after the approval by the examining and approving organ.
The same procedure shall apply when amendments are made.

Article 18 The division or merge of foreign-capital enterprises, and the
significant change in capital resulting from other causes, shall be subject to
the approval by the examining and approving organ; in addition, the said
enterprises shall engage a Chinese registered acountant to carry out
verification, and to submit a report on the verification of capital; after the
approval by the examining and approving organ, the enterprises concerned shall
go through the procedures for the change of the registration with the relevant
administative department for industry and commerce.
Chapter III Form of Organization and Registered Capital

Article 19 The organizational form of a foreign-capital enterprise shall
be a limited liability company.

With approval, the enterprise may also take any other liability form.

With respect to a foreign-capital enterprise which is a limited liability
company, the liability of the foreign investor to the enterprise shall be
limited to the amount of investment subscribed and contributed to the
enterprise by the investor.

With respect to a foreign-capital enterprise which takes any other
liability form, the liability of the foreign investor to the enterprise shall
be dealt with in accordance with the provisions of Chinese laws and regulations.

Article 20 The total amount of investment of a foreign-capital enterprise
refers to the total amount of funds needed for the establishment of the
enterprises, i.e. the sum total of the funds invested in capital construction
in accordance with the scope of production and the circulating funds for
production.

Article 21 The registered capital of a foreign-capital enterprise refers
to the total amount of capital registered with the administrative department
for industry and commerce for the purpose of establishing the foreign-capital
enterprise, i.e. the total amount of investment the foreign investor undertakes
to contribute.

The registered capital of a foreign-capital enterprise shall fit in with
the enterprise’s scope of business operations; and the proportion between the
registereed capital and the total amount of investment shall conform with the
provisions of the relevant Chinese laws and regulations.

Article 22 A foreign-capital enterprise shall not reduce the registered
capital during the term of business operations.

Article 23 The increase or assignment of the registered capital of a
foreign-capital enterprise shall be subject to the approval by the examining
and approving organ; in addition, the said enterprise shall go through the
procedures for the change of the registration with the administrative
department for industry and commerce.

Article 24 In case that a foreign-capital enterprise intends to mortgage
or assign its assets or rights and interests to a foreign unit, the case shall
be submitted to the examining and approving organ for approval, and then to the
administrative department for industry and commerce for the record.

Article 25 The legal representative of a foreign-capital enterprise shall
be the person-in-charge who, in accordance with the stipulations in the
enterprise’s articles of association, executes his/her functions and powers on
behalf of the enterprise.

In the event that the legal representative is unable to execute his/her
functions and powers, he/she shall entrust in writing an agent with the
execution of his/her functions and powers.
Chapter IV Methods of Contributing Investment and the Time Limit

Article 26 Foreign investors may use convertible foreign currencies for
the contribution of investment, or use as their investment machinery and
equipment, industrial property rights, and proprietary technology that are
assigned a fixed price.

Foreign investors may, after approval by the examining and approving organ,
use, as their investment, their profits in Renminbi (RMB) earned from other
enterprises with foreign investment established within the territory of China.

Article 27 In case that foreign investors intend to use machinery and
equipment, being assigned a fixed price, as their investment, the said
machinery and equipment must meet the following requirements:

(1) those that are needed for the production of the foreign-capital
enterprise;

(2) those that cannot be produced in China, or that can be produced in
China but cannot be guaranted to meet the needs in terms of technical
performance or time of supply.

The price fixed for the aforesaid machinery and equipment shall not be
higher than the normal price for similar machinery and equipment sold on the
international market at the time.

With respect to the machinery and equipment, being assigned a fixed price
and used as contributing investment, an inventory listing in detail the
assigning of fixed prices as contributing investment, including the names,
categories, quantities, and the assignment of prices, shall be made and
submitted to the examining and approval organ as an appendix to the application
for the establishment of the foreign-capital enterprise.

Article 28 In case that foreign investors intend to use industrial
property rights and proprietary technology, being assigned a fixed price, as
their investment, the said industrial property rights and proprietary
technology must meet the following requirements:

(1) owned by the foreign investors themselves;

(2) capable of producing new products that are urgently needed by China, or
that are suitable for export and marketable abroad.

The assigning of a fixed price for the aforesaid industrial property rights
and proprietary technology shall be in conformity with the general pricing
principles of the international market, and the amount of pricing thereof shall
not exceed 20% of the registered capital of the foreign-capital enterprise.

With respect to those industrial property rights and proprietary
technology, being assigned a fixed price for contributing investment, a
detailed inventory of relevant data, including a duplcate of the proprietary
rights certificate, the effective condition, technological performance, the
practical value, the basis and standard for the calculation of pricing, shall
be prepared and submitted to the examining and approving organ as an appendix
to the application for the establishment of the foreign-capital enterprise.

Article 29 When the machinery and equipment, being assigned a fixed price
and used as contributing investment, have arrived at China’s port, the
foreign-capital enterprise shall apply to China’s commodity inspection
authorities for inspection, which shall then issue an inspection report.

In the event that the variety, quality and quantity of the machinery and
equipment, being assigned a fixed price and used as contributing investment,
are not in conformity with the variety, quality and quantity of the machinery
and equipment, being assigned a fixed price as contributing investment and
listed in the inventory submitted to the examining and approving organ, the
examining and approving organ has the power to require the foreign investors to
make corrections within a prescribed time limit.

Article 30 After the industrial property rights and proprietary technology
priced as contributing investment have been put to use, the examining and
approving organ has the power to carry out inspection. In the event that the
said industrial property rights and proprietary technology are not in
conformity with the data originally provided by the foreign investors, the
examining and approving organ has the power to require the foreign investors to
make corrections within a prescribed time limit.

Article 31 The time limit for a foreign investor to make the investment
contributions shall be clearly stipulated in the written application for the
establishment of the foreign-capital enterprise and also in the articles of
association of the enterprise. A foreign investor may make the investment
contribution by instalments, but the last instalment of the contribution shall
be made within the period of three years beginning from the day when the
business licenee is issued. The first instalment of investment contribution
shall not be less than 15% of the total amount of investment contribution that
the foreign investor undertakes to make, and shall be made in full within a
period of 90 days beginning from the day when the business licenee is issued.

In the event that a foreign investor fails to make in full the first
instalment of the investment contribution within the time limit stipulated in
the preceding paragraph, the certificate of approval for the establishment of
the proposed foreign-capital enterprise shall become invalid automatically. The
foreign-capital enterprise in question shall go through the procedure for
registration cancellation with the relevant administrative department for
industry and commerce, and hand in its business licence for cancellation.

In the event of the failure to go through the procedure for registration
cancellation and to hand in the business licence for cancellation, the
administrative department for industry and commerce shall revoke the business
licence and announce the case publicly.

Article 32 After making the first instalment of investment contribution,
the foreign investor shall make the remaining instalments of contribution
strictly as scheduled. In the event that a foreign investor is in arrears with
the contribution for 30 days without any justification, the case shall be
handled in accordance with the provisions of paragraph 2 of Article 31 of these
Rules.

In the event that a foreign investor has proper reasons for requesting the
postponement of investment contribution, prior consent of the examining and
approving organ shall be obtained, and the case shall also be reported to the
administrative department for industry and commerce for the record.

Article 33 After the foreign investor’s each instalment of investment
contribution, the foreign-capital enterprise shall engage a Chinese registered
accountant to carry out verification, and to prepare a report on the
verification of capital, which shall be submitted to the examining and
approving organ and the administrative department for industry and commerce for
the record.
Chapter V Use of Site and the Site Use Fees

Article 34 With espect to the site to be used by a foreign-capital
enterprise, the local people’s government at or above the county level in the
place where the enterprise is to be located, shall make arrangements after
examination and verification in the light of the local conditions.

Article 35 A foreign-capital enterprise shall, within 30 days from the day
the business licence is issued, go through the procedure for the use of land
and obtain the land certificate by presenting the certificate of approval and
the business licence to the land administration department under the local
people’s government at or above the county level in the place where the
enterprise is to be located.

Article 36 The land certificate shall be the legal instrument for the
foreign-capital enterprise to use land. The foreign-capital enterprise within
its term of operations, may not assign its land-use right without permission.

Article 37 A foreign-capital enterprise shall, when obtaining the land
certificate, pay its land use fee to the land administrative department in the
place where the enterprise is located.

Article 38 In case that a foreign-capital enterprise uses land that has
already been developed, it shall pay the land development fee.

The land development fee, as mentioned in the preceding paragraph, includes
the expense for the requisition of land, the expense for the pulling down of
houses and the settlement allowance, and the expense for the

MEASURES OF THE CUSTOMS CONCERNING THE ADMINISTRATION OF THE GOODS, MEANS OF TRANSPORT, AND ARTICLES CARRIED BY INDIVIDUALS TO BE BROUGHT INTO OR OUT OF THE BONDED AREA OF OUTER GAOQIAO IN SHANGHAI

Category	CUSTOMS	Organ of Promulgation	The State Council	Status of Effect	Invalidated
Date of Promulgation	1990-09-09	Effective Date	1990-09-09	Date of Invalidation	1997-08-01

Measures of the Customs of the People’s Republic of China Concerning the Administration of the Goods, Means of Transport, and Articles Carried by Individuals to Be Brought Into or out of the Bonded Area of Outer Gaoqiao in Shanghai (Note 1)

Chapter I  General Provisions
Chapter II The Basis for the Inspection and Clearance of Imported and
Chapter III  The Administration of the Import and Export Commodities of
Chapter IV  Administration of Commodities Imported and Exported by Foreign
Chapter V  Administration of Warehousing and Storing Enterprises for
Chapter VI Administration of Means of Transport and Articles Carried
Chapter VII  Supplementary Provisions
Note:

(Approved by the State Council on September 8, 1990 and promulgated by

Decree No. 13 of the General Customs Administration on September 9, 1990)
(Editor’s Note: This Measures has been annulled by Measures for Customs
Supervision and Control of the Bonded Areas promulgated on August 1, 1997,
and effective as of the same date)
Chapter I  General Provisions

Article 1 The Measures are formulated in accordance with the Customs
Law of the People’s Republic of China and the provisions of other pertinent
laws and regulation promulgated by the State in order to promote the
construction in the bonded area of Outer Gaoqiao in Shanghai and develop the
export-oriented economy.

Article 2 The bonded area of Outer Gaoqiao in Shanghai (hereinafter
referred to as “the bonded area”) is under the supervision and administration
of the Customs, and the Customs shall carry out the task of supervision and
administration in the bonded area according to Law. On the demarcation line
between the bonded area and the non-bonded areas (i.e., the other areas within
the territory of China, the same below shall be established well equipped
separation installation.

Article 3 Goods, means of transport, or articles carried by individuals
entering or leaving the bonded area must go through the entrance and exit of
the Customs establishments. They shall be declared at the Customs truthfully
and accept the inspection of the Customs. Enterprises engaged in import and
export business and enterprises engaged in production and storage business in
the bonded area, shall present document of approval, issued by the Shanghai
People’s Government or by the competent authorities designated by it, to the
Customs for registration.

Article 4 With respect to import and export commodities in the bonded
area, the consignee, the consignor, or their agent shall fill in the
declaration form for import and export commodities, and present the relevant
documents in accordance with provisions.

Article 5 Within the confines of the bonded area, only the competent
administrative organs and relevant enterprises are to be established.

With the exception of the security personnel, no other personnel shall
be permitted to reside in the bonded area.

Article 6 Within the confines of the bonded area, goods imported by the
competent administrative organs or enterprises for their own use shall be
used only in the bonded are; these goods are strictly forbidden to be
transferred or sold in the non-bonded areas without approval. The bonded
goods must be re-transported out of the territory, or be re-transported
after being processed out of the territory.

If, under special circumstances, the aforesaid goods must be transferred
to, or sold in non-bonded areas, they shall be regarded as imported goods,
and the persons concerned shall present import licence as prescribed by the
State, and pay import duty and product tax in the link of import (i.e. tax on
added value) or consolidated industrial and commercial tax.

Article 7 The establishment of production of projects, in the bonded
area, which are restricted and controlled by the State, shall be approved by
the competent authorities prescribed by the State.

Article 8 Goods and articles, whose import and export are forbidden
by the State, shall not be brought into or out of the bonded area.

Goods intended to be sold in the non-bonded areas shall not be transported
into the bonded area.

Article 9 The Customs has the right to inspect, according to the
provisions of the Customs Law of the People’s Republic of China, goods
imported into or exported from the bonded area and the sites connected with
them.
Chapter II The Basis for the Inspection and Clearance of Imported and
Exported Goods and the Preferential Treatment in Taxation

Article 10 Import or export licence shall be exempted in the following
cases; the importation into the bonded area of machinery, equipment, goods
and materials for capital construction, motor vehicles for production, means
of transport, and articles for office use, which are to be used within the
bonded area; the importation of raw and processed materials, spare and
component parts, primacy parts, fuels, and packaging supplies needed to
processing export products; the transit goods for storage; and the products
processed in the bonded areas and destined for export.

Article 11 Goods (including raw materials, spare parts and components,
primary parts, and packaging supplies for the production of export products),
transported from the non-bonded areas into the bonded area, shall be regarded
as export goods, and the Customs procedures shall be completed in accordance
with the pertinent provisions promulgated by the State.

Article 12 With respect to the domestically manufactured machinery,
equipment and articles for daily use, which are transported into the bonded
area from the non-bonded areas and are for the use by administrative
departments, enterprises and their personnel in the area, the interested
units shall declare at the Customs, which shall give clearance after
inspection. As regards those imported goods and articles transported into
the bonded area from the non-bonded areas and which have been cleared after
going through import procedures, the Customs duties already paid shall not
be refunded.

Article 13 Customs duty and consolidated industrial and commercial tax
(tax on products, or tax on added value) on the import and export goods of
the bonded area shall be handled in accordance with the following provisions:

(1) the machinery, equipment, and other goods and materials for capital
construction needed for the construction of basic installations and facilities
in the bonded area shall be exempted from duty;

(2) the building materials, the equipment for production and administration,
the fuels for production, motor vehicles within reasonable quantities for
production, means of transport, articles for office use, and the spare parts
and fittings needed for the maintenance of the aforesaid machinery, equipment
and motor vehicles, which are imported by enterprises in the bonded area for
their own use, shall be exempted from duty;

(3) the means of transport within reasonable quantities, articles for
office use, equipment for administration, imported by administrative
departments in the bonded are for their own use, shall be handled by applying
mutatis mutandis the provisions of Item (2) of this Article;

(4) the raw and processed materials, spare and components parts, primary
parts, and packaging supplies, imported by the enterprises in the bonded
area to be used for production of export products, shall be held in bond;

(5) transit goods shall be treated as bonded goods, and shall be exempted
from duty if they are to be re-exported;

(6) the importation of articles other than those within the scope as
prescribed in Items (1) through (5) of this Article, shall be taxed in
accordance with relevant regulations;

(7) the exportation of products processed by enterprises in the bonded
area shall be exempted from export duty and consolidated industrial and
commercial tax in the production link (tax on products, or tax on added
value).
Chapter III The Administration of the Import and Export Commodities of
Production Enterprises

Article 14 Enterprises destined for production in the bonded area shall
register at the Customs for the record, and obtain a “registration handbook”.

The aforesaid enterprises shall set up specialized account books to keep
separate records of the importation, storage, exportation, and marketing
conditions of raw and processed materials, spare and component parts, primary
parts and finished goods; and submit periodical statements to the Customs for
future reference and for verification and cancellation.

Article 15 The finished products manufactured with imported raw materials
and spare parts by production enterprises shall all be sold abroad. If, under
special circumstances, it is necessary to sell finished products, substandard
products, and leftover bits and pieces of raw materials in the non-bonded
areas, such products shall be regarded as imported products, the procedures
for importation shall be completed in accordance with the pertinent provisions
of the State and duties be paid according to regulations. The Customs shall,
in accordance with the quantities of the imported raw materials and spare and
component parts of which the finished products consist, levy duties on them.
In the event that the consignors or their agents cannot submit an accurate
report on the names, quantities and value of such raw materials and spare and
component parts, the Customs shall take the finished products as imported and
levy duties as such.

Article 16 The imported raw materials and spare and component parts
shall, within the period of one year after their importation, be processed into
finished products and sold outside the Chinese territory; and the enterprise
concerned shall, within the period of one month after the completion of the
execution of the contract, approach the Customs for verification and
cancellation be presenting the “registration handbook” and the declaration
form for export commodities endorsed by the Customs.

In case the imported raw materials and spare and component parts are not
processed into finished products within one year, with the exception of
special approval for an extension, due procedures for obtaining a licence and
paying the duty as import goods shall be completed.
Chapter IV Administration of Commodities Imported and Exported by Foreign
Trade Enterprises

Article 17 A foreign trade enterprise in the bonded area, which is
approved by the State competent authorities to conduct import and export
business, may transact transit trade and act as an agent for other enterprises
in the bonded area to import raw and processed material and spare and
component parts for production, or to export products. However, it may not
purchase goods manufactured by enterprises in the non-bonded area; nor may it
act as an agent for enterprises in the non-bonded area to import goods.

Article 18 When a foreign trade enterprise in the bonded area conducts
import and export of goods, the Customs shall give clearance after verifying
the import and export agency contract signed between the foreign trade
enterprise and the interested production enterprise, and other relevant
documents.

Article 19 Goods imported by a foreign trade enterprise in the bonded
area shall be stored in the warehouses and sites designated by the Customs
within the bonded area, and the aforesaid enterprise shall keep specialized
account books, and submit periodical statements to the Customs for
verification.

Article 20 When a foreign trade enterprise delivers goods, imported by
it as an agent, to a production enterprise for processing, or exports goods
as an agent for the production enterprise, both buying and selling parties
shall, by presenting the import and export agency contract to the Customs,
go through the procedures for Customs declaration, carrying-over of accounts,
and verification and cancellation.

With respect to the aforesaid goods carried over by the production
enterprise the Customs shall handle the matter in accordance with the
provisions in Chapter III of these Measures.

Article 21 Goods imported through the agency of a foreign trade
enterprise shall not be transferred or sold to the non-bonded areas without
authorization.
Chapter V Administration of Warehousing and Storing Enterprises for
Transit Goods

Article 22 Transit goods imported from abroad into the bonded area shall
be stored in warehouses and sites, designated by the Customs, in the bonded
area. Without the approval of the Customs, the aforesaid goods shall not be
transferred or sold.

Article 23 Transit goods, with the approval of the Customs, may undergo
simple processing in warehouses, such as grading, selecting, pasting trademark
tags, and changing the packing. The warehousing and storing enterprises
shall keep specialized account books for import, storage, transit, and
marketing, and submit periodical statements to the Customs for verification.

Article 24 The time limit for the storage of transit goods in the bonded
area shall be one year. If, under special circumstances, there is a need to
extend the time limit, an application shall be filed with the Customs for
an extension, which shall in no way exceed one year. In the event that the
transit goods are not transported out of the bonded area within the time
limit, the Customs shall handle the case in accordance with the provisions of
Article 21 of The Customs Law of the People’s Republic of China.
Chapter VI Administration of Means of Transport and Articles Carried
Along by Individuals

Article 25 The persons in charge or the owners of the means of transport
entering or leaving the bonded area, or their agents, shall present the
certification, approved by Shanghai People’s Government or the competent
organs designated by it, for going through the procedures of registration for
the record.

Article 26 Means of transport, on entering or leaving the bonded area,
shall declare at the Customs, and accept the inspection by the Customs.

Article 27 Means of transport and personnel, while going from the
bonded area to a non-bonded area, shall not, without approval, transport or
carry out of the bonded area bonded goods or products made from bonded raw
and processed materials and spare and component parts.
Chapter VII Supplementary Provisions

Article 28 Cases concerning the supervision charges for goods with
Customs duties reduced or exempted, or for bonded goods imported into the
bonded area, shall be handled in accordance with Measures of the Customs of
the People’s Republic of China Concerning the Collection of Customs
Supervision Charges for Goods Imported with Reduction of or Exemption from
Customs Duty, and for Bonded Goods.

Article 29 It is strictly prohibited to engage in illegal activities of
smuggling by taking advantage of the preferential treatment and conveniences
granted by the State to the bonded area. The Customs shall handle the
smuggling activities which occur in the bonded area in accordance with the
provisions of The Customs Law of the People’s Republic of China.

Article 30 The right to interpret these Measures resides in the General
Customs Administration. Rules for the implementation of these Measures may be
formulated by the Shanghai Customs in accordance with these Measures. The
implementation rules shall be put into effect after its approval by the
General Customs Administration.

Article 31 These Measures shall be promulgated and put into effect by
the General Customs Administration.
Note:

Note 1 In the Reply to the Measures of the Customs of the People’s
Republic of China Concerning the Administration of the Goods, Means of
Transport, and Articles Carried by Individuals to be Brought into or out
of the Bonded Area of Outer Gaoqiao in Shanghai, The State Council gave
the following instruction: “A special, colsed channel shall be constructed
in between the bonded area of Outer Gaoquao in Shanghai and the wharf. The
Measures shall be put into effect after the separation installations in the
bonded area have been completed, and checked strictly and accepted by the
Customs.” –The Editor

ADMINISTRATIVE RULES ON ESTABLISHMENT OF PERMANENT REPRESENTATIVE OFFICES OF FOREIGN WATERWAY AND HIGHWAY TRANSPORT ENTERPRISES

Administrative Rules on Establishment of Permanent Representative Offices of Foreign Waterway and Highway Transport Enterprises

(Effective Date:1991.03.01–Ineffective Date:)

Article 1. To strengthen the administration over the permanent representative offices set up by foreign waterway and highway transport enterprises
and other organizations in China, the rules hereof are formulated in accordance with “the Provisional Regulations of the State Council
of the People’s Republic of China Concerning the Administration over Permanent Representative Offices of Foreign Enterprises” and
in the light of the concrete situation in the waterway and highway transport.

Article 2. When foreign waterway and highway transport enterprises, including those engaged in harbor business, harbor and navigational channel
construction, highway construction, transport agencies and other transport-related organizations and enterprises (hereinafter referred
to as foreign transport enterprises) need to apply for establishment of permanent offices in China because of business needs, the
applications have to be approved by the Chinese Ministry of Communications and Transport (MCT).

Article 3. When the foreign transport enterprises apply for establishing permanent representative offices in China, they should present the
following documents and materials:

a. An application signed by the enterprise’s chairman of board of directors or general manager, covering the name of the permanent
representative office to be set up, its responsible members, line of business, period for resident operation and location;

b. Legal business license or duplicate copy of business registration issued by the governing authorities of the foreign country or
region the enterprise is domiciled;

c. Capital credibility certificate issued by financial organizations that have business relations with the enterprise;

d. Letters from the enterprise appointing the office bearers of the permanent representative office and their resumes and photos (two
copies).

Article 4. When the application is ratified by MCT, “the Document of Ratification for Establishment of Permanent Representative Office of Foreign
Transport Enterprises in China” will be issued.

Article 5. After the foreign transport enterprise’s application for establishment of permanent representative office in China is ratified, the
enterprise must, within 30 days as of the date of ratification, take the document of ratification to go through the procedures for
registration and residence at the provincial, autonomous regional or municipal administration of industry and commerce and local
public security organs and obtain the registration certificate for permanent representative offices of foreign enterprises and certificates
of residence before they start business. If they fail to go through the necessary procedures within the specified period, the document
of ratification is automatically cancelled.

Article 6. The number of representatives of the permanent representative offices is to be examined and decided by MCT in the light of the need
of their business. In each ratification of the establishment of a permanent representative office, the longest resident period given
will be three years. If the representative office needs to continue the resident operation after the expiry of the period, it must,
within 30 days before the expiry of the period, present to MCT an application signed by the chairman of the board of directors or
the general manger of the foreign transport enterprise. When the application is approved by MCT, it will be granted “the Document
of Ratification for Prolonging Resident Period of Permanent Representative Offices of Foreign Transport Enterprises.” Each prolonging
period shall not exceed three years.

Article 7. If a foreign transport enterprise wants to change the name of its permanent representative office, responsible members or representatives,
line of business, resident period and location, it must apply to MCT for such a change. The application for such a change must be
signed by the chairman of the board of directors or general manager of the foreign transport enterprise. Upon approval by MCT, it
is granted “the Document of Approval for Change”. If the application involves the change of responsible members or representatives
of the permanent representative office, the letters of appointment, resumes and photos (two copies) of the new persons representing
the office must be attached.

Article 8. When a permanent representative office of a foreign transport enterprise intends to employ a Chinese citizen to work for it, it must
entrust the department appointed by the local government to manage the employment and report in time to MCT about such employment
and/or change of such employment.

Article 9. The proper business activities of the permanent representative offices and their representatives of the foreign transport enterprises
are protected by the laws of the People’s Republic of China. The permanent offices and their staff must abide by Chinese laws and
decrees and the rules hereof and carry out proper business activities within their business scope.

Article 10. The permanent representative offices of foreign transport enterprises can only engage in indirect business activities. Should there
be agreements between the Chinese and foreign governments in this regard, things should be done according to governmental agreements.

Without the ratification by MCT, foreign transport enterprises are not allowed to establish permanent representative offices in China,
nor use the name of permanent representative offices, their business cards and seals; nor to engage in any of the business activities
of a permanent representative office.

Article 11. MCT has the authority to supervise and control the work of the permanent representative offices of foreign transport enterprises
and may ask them to report their annual business activities.

Article 12. When permanent representative offices of foreign transport enterprises intend to terminate their business upon or before the expiry
of their resident period, they should report to MCT in written form within 30 days before such a termination.

Article 13. When permanent representative offices of foreign transport enterprises violate the rules hereof, MCT may warn, fine or punish them
according to the seriousness of the cases and may, if it is of a serious nature, cancel the Document of Ratification for Establishment
of Permanent Representative Offices and notify the administration of industry and commerce.

Article 14. When transport enterprises invested by overseas Chinese, Hong Kong and Macao compatriots or Sino-foreign transport joint ventures
set up outside the Chinese boundary apply to establish permanent representative offices in China, the case is handled in the light
of the rules hereof.

Article 15. The right to interpret the rules hereof rests with MCT.

Article 16. The rules hereof comes into effect as of March 1, 1990.

ORGANIC LAW OF THE URBAN RESIDENTS COMMITTEES OF THE PEOPLE’S REPUBLIC OF CHINA

Organic Law of the Urban Residents Committees of the People’s Republic of China



	(Adopted at the 11th Meeting of the Standing Committee of the Seventh National People’s Congress on December 26, 1989 and promulgated by Order No.21 of the President of the People’s Republic of China on December 26, 1989) Article 1 Pursuant to the Constitution, this Law is formulated with a view to improving the urban residents committees as an institution, enabling urban residents to administer their own affairs in accordance with the law, promoting socialist democracy at the grassroots level in the cities, and furthering socialist material development and the building of an advanced socialist culture and ideology in urban areas. Article 2 An urban residents committee shall be a mass organization for self-government at the grassroots level, in which the residents manage their own affairs, educate themselves, and serve their own needs. The people’s government of a city not divided into districts or of a municipal district or an agency of such a people’s government shall provide guidance, support and help for the residents committees in their work. The residents committees shall, on their part, assist the above people’s government or agency in its work. Article 3 The tasks of a residents committee shall include: (1) publicizing the Constitution, the laws, the regulations and the state policies, safeguarding the lawful rights and interests of the residents, educating the residents for the fulfillment of their statutory obligations and for the protection of public property, and conducting various forms of activities for the development of an advanced socialist culture and ideology; (2) handling the public affairs and public welfare services of the residents in the local residential area; (3) mediating disputes among the residents; (4) assisting in the maintenance of public security; (5) assisting the local people’s government or its agency in its work related to the interests of the residents, such as public health, family planning, special care for disabled servicemen and for family members of revolutionary martyrs and servicemen, social relief, and juvenile education; and (6) conveying the residents’ opinions and demands and making suggestions to the local people’s government or its agency. Article 4 A residents committee shall develop community service activities for the convenience and benefit of the residents and may also run relevant services. A residents committee shall manage its own property; no department or unit may infringe upon its right of ownership of property. Article 5 In an area where people from more than one nationality live, the residents committee shall educate the residents for mutual assistance and mutual respect to enhance unity between different nationalities. Article 6 A residents committee shall generally be established for an area inhabited by 100-700 households on the basis of the distribution of residents and on the principle of facilitating their self-government. The establishment or dissolution of a residents committee or a readjustment in the area covered by it shall be decided by the people’s government of a city not divided into districts or of a municipal district. Article 7 A residents committee shall be composed of 5-9 members, including the chairman, the vice-chairman (vice-chairmen) and the members. In an area where people from more than one nationality live, the residents committee shall include a member or members from the nationality or nationalities with a smaller population. Article 8 The chairman, vice-chairman (vice-chairmen) and members of a residents committee shall be elected by all the residents of a residential area who have the right to elect or by the representatives from all the households; on the basis of the opinions of the residents, they may also be elected by the elected representatives of residents groups numbering 2-3 from each. The term of office of the residents committee shall be three years, and its members may continue to hold office when reelected. Any resident of an residential area who has reached the age of 18 shall have the right to elect and stand for election, regardless of his ethnic status, race, sex, occupation, family background, religious belief, education, property status and length of residence, with the exception of persons who have been deprived of political rights in accordance with the law. Article 9 The residents assembly shall be composed of residents at or above the age of 18. The residents assembly may be attended by all the residents at or above the age of 18 or by a representative or representatives of each household; it may also be attended by the elected representatives of residents groups numbering 2-3 from each. The residents assembly shall be held only when it is attended by over half of the total number of the residents at or above the age of 18, or of the representatives of the households, or of the representatives elected by the residents groups. Decisions of the residents assembly shall be adopted by a simple majority of all the people present. Article 10 The residents committee shall be responsible to the residents assembly and report on its work to the latter. The residents assembly shall be convened and presided over by the residents committee. It shall be convened when proposed by over one-fifth of the residents at or above the age of 18, by over one-fifth of the number of households, or by over one-third of the number of residents groups. When important matters involving the interests of all the residents arise, the residents committee must refer them to the residents assembly for decision through discussion. The residents assembly shall have the power to recall members of the residents committee and hold a by-election. Article 11 In making decisions, a residents committee shall apply the principle whereby the minority is subordinate to the majority. In its work a residents committee shall adopt a democratic approach and shall not resort to coercion or commandism. Article 12 Members of a residents committee shall observe the Constitution, the laws, the regulations and the state policies, be fair in handling matters and serve the residents warmheartedly. Article 13 A residents committee shall, when necessary, establish sub-committees for people’s mediation, public security, public health and other matters. Members of the residents committee may concurrently be members of the sub-committees. A residents committee with a smaller population in its area may dispense with the sub-committees; instead, members of the residents committee shall have a division of responsibilities for various types of work. Article 14 The residents committee may set up residents groups, the heads of which shall be elected by these groups. Article 15 Joint pledges of the residents shall be drawn up by the residents assembly through discussion, reported to the people’s government of a city not divided into districts or of a municipal district or to an agency of either of them for the record, and implemented under the supervision of the residents committee. The residents shall observe the decisions of the residents assembly and the joint pledges of the residents. The joint pledges of the residents shall not contravene the Constitution, the laws, the regulations and the state policies. Article 16 The funds needed by a residents committee for managing public welfare services in the residential area, upon decision of the residents assembly through discussion, may be raised from the residents on a voluntary basis, and may also be raised from beneficiary units in the residential area, subject to approval by such units; the accounts of revenues and expenditures shall be made public without delay for supervision by the residents. Article 17 The funds needed for the work of a residents committee and their sources, and the scope, standards and sources of the financial subsidies for members of the residents committee shall be specified by the people’s government of a city not divided into districts or of a municipal district, or by the people’s government at a higher level, and the money shall be provided by it. With the approval of the residents assembly, appropriate subsidies may be granted by using some of the residents committee’s financial revenues. The office promises for a residents committee shall be made available by the local people’s government through overall planning. Article 18 Persons who have been deprived of political rights in accordance with the law shall be included in residents groups. The residents committee shall exercise supervision over them and give them ideological education. Article 19 State organs, public organizations, units of the armed forces, enterprises and institutions shall not join the organizations of the residents committees in their localities, but they shall support the work of these residents committees. When the residents committees in their localities discuss problems related to them and their presence becomes necessary, these units shall send representatives to the meetings. In the meantime, these units shall abide by the relevant decisions of the residents committees and the joint pledges of the residents. The staff and workers of the units specified in the preceding paragraph and their family members, and servicemen and dependents living with them shall join the residents committees in their residential areas; in areas where such families live in compact communities, dependents committees may be established separately to assume the responsibilities of the residents committees and conduct their work under the guidance of the people’s governments of cities not divided into districts or of municipal districts, their agencies or the units they belong to. The funds needed for the work of the dependents committees, the financial subsidies for their members and their office premises shall be provided by the units they belong to. Article 20 If a relevant department under the people’s government of a municipality or a municipal district, in its work, needs the cooperation of a residents committee or one of its sub-committees, it shall seek the approval of the people’s government of the municipality or of the municipal district or an agency of either of them, which shall make unified arrangements. The relevant departments under the people’s government of a municipality or a municipal district may give professional guidance to the relevant sub-committees of the residents committees. Article 21 This Law shall apply to the residents committees established in the localities under the people’s governments of townships, nationality townships or towns. Article 22 Measures for the implementation of this Law shall be formulated, in accordance with this Law, by the standing committees of the people’s congresses of provinces, autonomous regions and municipalities directly under the Central Government. Article 23 This Law shall go into effect as of January 1, 1990. The Organic Regulations of the Urban Residents Committees, adopted by the Standing Committee of the National People’s Congress on December 31, 1954, shall be abrogated as of the same date.

Notice: All Rights Reserved to the Legislative Affairs Commission of the Standing Committee of the National People’s Congress.

CIRCULAR OF THE STATE ADMINISTRATION FOR IMPORT AND EXPORT COMMODITY INSPECTION ON THE CERTIFICATION OF THE COMMODITY INSPECTION BUREAUS FOR THE MACHINES AND EQUIPMENTS WHICH ARE EVALUATED AS INVESTMENT BY THE FOREIGN-CAPITAL ENTERPRISES

The State Administration for Import and Export Commodity Inspection

Circular of the State Administration for Import and Export Commodity Inspection on the Certification of the Commodity Inspection Bureaus
for the Machines and Equipments which are Evaluated as Investment by the Foreign-capital Enterprises

GuoJianWu [1990] No.467

December 31, 1990

All the local bureaus of commodity inspection:

With regards to Article 29 of the Rules for the Implementation of Foreign-capital Enterprises Law of the Peopl’s Republic of China
which is distributed by the Decree No.1 of the Ministry of Foreign Economic Relations and Trade with approval of the State Council,
the machinery and equipments invested by the foreign-capital enterprises should be applied the local bureau of commodity inspection
for inspection and given the inspection report by it when they are arrived at Chinese port. The commodity listed in this provision
that belongs to “the import and export commodity inspected by the commodity inspection institutions prescribed by the other laws
and administrative regulations” under the Law of Commodity Inspection should be inspected and granted the certificate as the legal
commodity.

The State Administration for Import and Export Commodity Inspection
1990-12-31

1...4 56Page 6 of 6