The State Science and Technology Commission Interim Measures on the Establishment of Chinese-foreign Equity Joint Research and Development Institutions and Chinese-foreign Contractual the State Science and Technology Commission September 10,1997 Chapter I General Provisions Article 1 These Measures are formulated in accordance with the provisions of Article 36 of the Law of the People’s Republic of China on Progress Article 2 These Measures are applicable to Chinese-foreign equity and Chinese-foreign contractual joint research and development institutions Article 3 A Chinese-foreign equity joint research development institution refers to a research and development institution which is jointly Article 4 A Chinese-foreign contractual joint research and development institution refers to a research and development institution which is Article 5 The establishment of a Chinese-foreign equity or Chinese-foreign contractual joint research and development institution shall abide Article 6 Chinese-foreign equity and Chinese-foreign contractual joint research and development institutions shall, in the fields of natural Where a Chinese-foreign equity or Chinese-foreign contractual joint research and development institution is to engage in production Article 7 To establish a Chinese-foreign equity or Chinese-foreign contractual joint research and development institution, the foreign party Article 8 The State Science and Technology Commission shall be responsible for macro-administration, coordination and guidance in respect of Chapter II Establishment, Alteration and Termination Article 9 The establishment of a Chinese-foreign equity or Chinese-foreign contractual joint research and development institution must meet (1) complying with the overall arrangements of the State’s allocation of scientific and technological resources; (2) its research and development shall be in a direction which complies with technology and industry policies of the State; (3) possessing articles of association complying with China’s laws, regulations and policies; (4) possessing necessary scientific research funds, testing equipment, intelligence information and other scientific research requirements; (5) possessing a certain number of scientific research personnel; (6) possessing fixed premises and organizational structure; (7) other requirements stipulated by the competent department. Article 10 The establishment of a Chinese-foreign equity or Chinese-foreign contractual joint research and development institution shall be examined (1) When a research and development institution under the jurisdiction of a department or a directly subordinate institution of the State (2) When a research and development institution under the jurisdiction of a province, autonomous region, municipality directly under the (3) When a research and development institution applies to establish a Chinese-foreign contractual joint research and development institution, Article 11 To establish a Chinese-foreign equity joint research and development institution, the joint venture agreement shall specify the following (1) the names, addresses and countries or regions of the two parties to the joint venture; (2) the name and domicile of the research and development institution; (3) the field, specialization and direction of research and development; (4) the total capital amount of the institution; (5) the means of investment, investment amounts and conditions for the transfer of investment in respect of all parties; (6) the organizational structure of the research and development institution; (7) the enpost_titlement to and sharing of scientific and technological achievements and intellectual properties; (8) the life of the joint venture and liquidation procedures after its termination; (9) liability for breach of contract; (10) measures for resolving disputes; (11) the language(s) to be used in the agreement and the conditions required for the agreement to take effect. A feasibility proof and assessment report, the articles of association of the research and development institution and a capital verification Article 12 To establish a Chinese-foreign contractual joint research and development institution, the contractual venture contract shall specify (1) the names, addresses and countries or regions of the two parties to the contractual venture; (2) the type of the research and development institution and its name and domicile; (3) the fields of scientific experimentation, research and development or technological innovations in which the institution is to engage; (4) the conditions of cooperation; (5) the means of cooperation; (6) the enpost_titlement to and sharing of scientific and technological achievements and intellectual properties; (7) the life of the contractual venture and relevant matters after its termination; (8) liability for breach of contract; (9) measures for resolving disputes; (10) the language(s) to be used in the contract and the conditions required for the contract to take effect. A feasibility study report and the articles of association of the research and development institution shall be attached to the contract. Article 13 No Chinese-foreign equity or Chinese-foreign contractual joint research and development institution may be established in any fields Article 14 A Chinese-foreign equity joint research and development institution which is to be divided or merged, or to alter its articles of A Chinese-foreign contractual joint research and development institution which is to alter the contents of its contract must report Article 15 A Chinese-foreign equity or Chinese-foreign contractual joint research and development institution may apply for renewal with its Article 16 To establish a Chinese-foreign equity or Chinese-foreign contractual joint research and development institution, the two parties may Chapter III Rights and Obligations Article 17 A Chinese-foreign equity joint research and development institution shall enjoy the following rights: (1) enjoying legal person property rights; (2) formulating research and development plans, deciding research and development topics; (3) deciding internal organizational structures and personnel allocations; (4) employing scientific and technological personnel and deciding their wages and remuneration on its own; (5) obtaining intellectual properties and entering into technology transfer contracts with other parties in respect of these intellectual Chinese-foreign equity and Chinese-foreign contractual joint research and development institutions may apply to undertake science Chinese-foreign equity and Chinese-foreign contractual joint research and development institutions meeting the requirements stipulated Chinese-foreign equity and Chinese-foreign contractual joint research and development institutions may open their laboratories, research Article 18 Chinese-foreign equity and Chinese-foreign contractual joint research and development institutions shall, in accordance with the provisions Article 19 A Chinese-foreign equity joint research and development institution which employs scientific and technological personnel shall enter Article 20 For scientific and technological achievements and intellectual properties which result from the work of a Chinese-foreign equity or Chapter IV Awards and Penalties Article 21 The inventions, discoveries and other scientific and technological achievements which are completed by Chinese-foreign equity and Foreign joint venture partners and contractual venture partners in Chinese-foreign equity and Chinese-foreign contractual joint research Article 22 Where a Chinese-foreign equity or Chinese-foreign contractual joint research and development institution departs from its research Where a Chinese-foreign equity or Chinese-foreign contractual joint research and development institution infringes upon or steals Article 23 Where any of the relevant administrative departments or their staff neglect their duties, commit illegalities by fraudulent means Chapter V Supplementary Provisions Article 24 Financial administration and accounting practices of Chinese-foreign equity and Chinese-foreign contractual joint research and development Article 25 Chinese-foreign equity and Chinese-foreign contractual joint research and development institutions established before the promulgation Article 26 The State Science and Technology Commission shall be responsible for the interpretation of these Measures. Article 27 These Measures shall enter into force as of the date of promulgation. |
The State Science and Technology Commission
1997-09-10