CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA 1999
CIRCULAR OF CHINA SECURITIES REGULATORY COMMISSION ON ENTERPRISES ISSUING B-SHARES
|
The China Securities Regulatory Commission Circular of China Securities Regulatory Commission on Enterprises Issuing B-shares ZhengJianFaXingZi [1999] No.52 May 19, 1999 The people’s governments of the provinces, autonomous regions, municipalities directly under the Central Government, and municipalities With a view to developing the market of domestically listed B-shares in foreign currencies (hereinafter referred to as B-shares), 1. The enterprise that can apply to issue B-shares can be Governmental facility, collective enterprise, or enterprise in other forms 2. After the grant of the related people’s government of the province or the related department of State Council, enterprises that apply 3. The underwriting agreement in the materials of applying to issue the B-shares shall be concluded before filed to China Securities |
The China Securities Regulatory Commission
1999-05-19
CIRCULAR OF THE STATE COUNCIL ON EXPANDING THE SCOPE OF APPLICATION OF THE REGULATIONS ON TAXATION PREFERENTIAL TERMS FOR ENTERPRISES WITH FOREIGN INVESTMENT ENGAGING IN ENERGY AND TRANSPORTATION INFRASTRUCTURE PROJECTS
|
The State Council Circular of the State Council on Expanding the Scope of Application of the Regulations on Taxation Preferential Terms for Enterprises GuoFa [1999] No.13 July 2, 1999 The people’s governments of various provinces, autonomous regions, municipalities directly under the Central Government, each ministry In order to encourage enterprises with foreign investment to engage in energy and transportation infrastructure projects, and to promote From January 1, 1999,production-oriented enterprises with foreign investment engaged in energy and transportation infrastructure projects |
The State Council
1999-07-02
CIRCULAR OF THE MINISTRY OF FOREIGN TRADE AND ECONOMIC COOPERATION ON ISSUE OF REPORTING TO THE MOFTEC CONERNING THE ENCOURAGED CATEGORY OF ENTERPRISE WITH FOREIGN INVESTMENT APROVED BY LOCAL COMPETENT AUTHORITIES
|
The Ministry of Foreign Trade and Economic Cooperation Circular of the Ministry of Foreign Trade and Economic Cooperation on Issue of Reporting to the MOFTEC Conerning the Encouraged Category WaiJingMaoZiFa [1999] No.615 October 15, 1999 Foreign trade and economic cooperation commissions of the various provinces, autonomous regions, municipalities directly under the According to the provisions of the Opinions on Further Encouraging Foreign Investment at the Present Period (Guofa [1999] No. 73), 1. The establishment of enterprises with foreign investment of the encouraged category without the need of comprehensive balancing by 2. The local departments of foreign trade and economic cooperation should submit the relevant material for filing to the Ministry of 3. Material needed to be submitted for filing: (1) Written reply to the feasibility study report; (2) Written reply to the contract and the articles of association (the contents should include: investment parties, investment form, total (3) Statement of no need for comprehensive balancing by the State produced by the local departments in charge of foreign trade and economic 4. The Ministry of Foreign Trade and Economic Cooperation shall inform the reporting unit within 2 work days after receiving the material 5. If the Ministry of Foreign Trade and Economic Cooperation has raised no different opinion about the establishment of the enterprise 6. The local departments of foreign trade and economic cooperation should fax, before the fifth of each month, a list of the encouraged 7. The Foreign Investment Department of the Ministry of Foreign Trade and Economic Cooperation shall check the enterprises enlisted, 8. The departments concerned of industry and commerce, the Customs and taxation shall accept registration and filing of the enterprises 9. Important alteration of the provisions of the contracts and the articles of association, and capital increasing of the existing enterprises 10. While reporting in written form to the Ministry of Foreign Trade and Economic Cooperation for filing as prescribed above, the local |
The Ministry of Foreign Trade and Economic Cooperation
1999-10-15
RULES FOR IMPLEMENTATION OF THE PROTECTION OF INVESTMENTS BY TAIWAN COMPATRIOTS
| Category | Affairs Concerning Overseas Chinese, Hong Kong, Macao and Taiwan | Organ of Promulgation | The State Council | Status of Effect | In Force |
| Date of Promulgation | 1999-12-05 | Effective Date | 1999-12-05 |
|
RULES FOR IMPLEMENTATION OF THE LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON PROTECTION OF INVESTMENTS BY TAIWAN COMPATRIOTS |
|---|
(Promulgated by Decree No.274 of the State Council of the People’s Republic of China on December 5, 1999)
Article 1 These Implementing Rules are formulated in order to implement the Law of the People’s Republic of China on Protection
of Investments by Taiwan compatriots, protect and encourage investments by Taiwan compatriots and promote the economic development
on both sides of the Straits.
Article 2 Investments by Taiwan compatriots as referred to in these Implementing Rules mean investments made by companies, enterprises,
other economic organizations or individuals from the region of Taiwan as investors in other provinces, autonomous regions or municipalities
directly under the Central Government (hereinafter referred to as the Mainland).
Article 3 The State protects the investments by Taiwan compatriots in accordance with the law.
Investments made by Taiwan compatriots, their profits from investments, as well as their other lawful rights
and interests shall be protected by State laws, and no organs, units or individuals may encroach on or damage them.
Article 4 The State encourages the investments by Taiwan compatriots in accordance with the law.
Investments by Taiwan compatriots shall enjoy preferential treatment according to the provisions of relevant
laws, administrative regulations ?of the State and these Implementing Rules.
Article 5 Investments by Taiwan compatriots shall be governed by the Law of the People’s Republic of China on Protection of Investments
by Taiwan Compatriots and these Implementing Rules; in case of whatever is not stipulated in the Law of the People’s Republic of
China on Protection ?of Investments by Taiwan Compatriots and these Implementing Rules, reference shall be made to relevant foreign-related
economic laws and administrative regulations of the State.
Article 6 Investments by Taiwan compatriots shall fit in with the plan of the State for national economy and social development,
be in conformity with the State’s industrial policies and guidelines for investments and be governed with reference to the provisions
of the State on guiding the direction of foreign investments.
Article 7 Investors who are Taiwan compatriots may use freely convertible currencies, machinery and equipment or other physical
goods, industrial property rights and non-patent technologies as investments.
Investors who are Taiwan compatriots may use their profits from investments for re-investment.
Article 8 Investments by Taiwan compatriots may take any of the following forms according to law:
(1) to establish equity or contractual joint ventures, or enterprises with the capital wholly invested by
Taiwan compatriots (hereinafter referred to as enterprises with investment by Taiwan compatriots);
(2) to cooperate in exploration and exploitation of natural resources;
(3) to carry out compensation trade, processing and assembling, or cooperative production;
(4) to purchase shares or bonds of enterprises;
(5) to purchase real estate;
(6) to obtain a land use right for development operations;
(7) to purchase small-sized State-owned enterprises, or collectively-owned enterprises, or private enterprises;
or
(8) other forms of investment permitted by laws and administrative regulations.
Article 9 Investors who are Taiwan compatriots making investments, if examination and approval are required, shall undergo formalities
for examination and approval according to the procedures stipulated by relevant laws and administrative regulations of the State.
Article 10 For establishment of an enterprise with investment by a Taiwan compatriot, an application shall be filed to the Ministry
of Foreign Trade and Economic Cooperation or a department authorized by the State Council and the local people’s government. The
examining and approving agencies shall decide on whether or not to grant approval within 45 days of the date of receiving complete
application documents.
Upon approval of an application to establish an enterprise with investment by a Taiwan compatriot, the applicant
shall register with the enterprise registration agency according to law and obtain a business license within 30 days of the date
of receiving the certificate of approval.
Article 11 For establishment of an enterprise with investment by a Taiwan compatriot, an investor who is the Taiwan compatriot shall
submit application documents to the examining and approving agencies according to law; when necessary, shall attach thereto relevant
proving documents issued by the Taiwan Affairs Office of the State Council or a Taiwan affairs office of the local people’s government.
Article 12 In examining and approving investments by Taiwan compatriots, the examining and approving agencies shall improve their
working efficiency, reduce the number of administrative levels, and simplify the examining and approving procedures so as to realize
a uniform, open and transparent administrative system.
Article 13 Enterprises with investment by Taiwan compatriots shall enjoy preferential treatment in taxation in accordance with the
provisions ?of relevant laws and administrative regulations of the State.
Article 14 Investment projects of Taiwan compatriots for investing in the mid-west regions of the Mainland may be granted encouragement
or have restrictions relaxed in accordance with the relevant provisions of the State.
Article 15 Enterprises with investment by Taiwan compatriots that conform to the principle for taking loans may be given necessary
credit support in accordance with the relevant provisions of the State.
Article 16 Taiwan compatriot investors themselves and their accompanying family members, as well as Taiwan compatriot employees
in enterprises with investment of Taiwan compatriots, and their accompanying family members, may apply to the public security organ
for multi-journey travel formalities of certain duration and corresponding formalities for temporary residence in accordance with
the provisions of relevant laws and administrative regulations of the State. Foreign employees of enterprises with investment by
Taiwan compatriots shall undergo their travel formalities and their formalities for temporary residence in accordance with the
provisions of relevant laws and administrative regulations of the State.
Article 17 Children of Taiwan compatriot investors themselves and children of Taiwan compatriot employees in enterprises with investment
by Taiwan compatriots may enter primary schools, middle schools or higher-learning institutions on the Mainland to receive education
in accordance with the relevant provisions of the State.
In areas of concentrated investments by Taiwan compatriots, investors who are Taiwan compatriots or associations
of enterprises with investment by Taiwan compatriots may apply to establish schools for children of Taiwan compatriots in accordance
with the relevant provisions of the State. Schools for children of Taiwan compatriots established with approval shall be subject
to supervision by the education administrative department.
Article 18 Enterprises with investment by Taiwan compatriots enjoy a decision-making power in their operations and management in
accordance with relevant laws and administrative regulations of the State and the contracts and articles of association as approved
by the examining and approving agencies.
The decision-making power of the enterprises with investment by Taiwan compatriots in their operations and
management shall be protected by laws ?of the State and shall not be subject to any illegal interference and encroachment from any
organs, units or individuals.
Article 19 Enterprises with investment by Taiwan compatriots enjoy equal treatment with Mainland’s other enterprises of the same
trades in respects of the purchase of machinery and equipment, raw materials, auxiliaries and other materials, as well as the acquisition
of services such as water, electricity, heat, goods transportation, labor, advertisement and telecommunication.
Investors themselves who are Taiwan compatriots, and employees who are Taiwan compatriots working in enterprises
with investment by Taiwan compatriots, enjoy equal treatment with Mainland compatriots in terms of traffic, telecommunication,
tourism, hotel services, etc..
Article 20 Property, industrial property rights invested by Taiwan compatriots, profits from their investments, and other lawful
rights and interests may be transferred or inherited according to law.
Article 21 Profits legally gained by Taiwan compatriot investors from their investments, their other lawful income and funds after
liquidation may be remitted back to Taiwan or out of the territory according to law.
Lawful income of employees who are Taiwan compatriots working in enterprises with investment by Taiwan compatriots
may be remitted back to Taiwan or out of the territory according to law.
Article 22 Investors who are Taiwan compatriots may authorize their relatives or friends, or other persons as their investment agents,
and the agents shall possess powers of attorney with a legal effect.
Article 23 State organs shall have the same items and standards for charging enterprises with investment by Taiwan compatriots as
those for charging Mainland’s other enterprises of the same trades. Any organs or units shall not establish any other items or
raise standards for charging enterprises with investment by Taiwan compatriots.
Any organs or units shall not impose levies of manpower, materials or money upon enterprises with investment
by Taiwan compatriots, nor impose upon enterprises with investment by Taiwan compatriots any inspections or fines other than those
specified by laws and regulations, nor force, or force in disguised form, enterprises with investment by Taiwan compatriots to
participate in such activities as training, evaluations, appraisals or examinations in violation of the provisions of the State.
Enterprises with investment by Taiwan compatriots are enpost_titled to reject any of the actions in violation
of the above-mentioned provisions and report them to the relevant government departments. The government departments receiving
the reports shall deal with the reported matters according to law and preserve the secrets for the reporters.
Article 24 The State shall not nationalize or requisition the investments from investors who are Taiwan compatriots; in special
cases, in light of the needs of social and public interest, the State may requisition the investments from investors who are Taiwan
compatriots in accordance with legal procedures and pay corresponding compensations. The compensations shall be equivalent to the
value of the investments at the moment just prior to the decision of requisition, including interest as calculated at a reasonable
interest rate beginning on the day of requisition and ending on the day of payment, and may be converted into foreign exchange,
or remitted back to Taiwan or out of the territory according to law.
Article 25 The State shall protect, according to law, personal freedom and personal safety of investors themselves who are Taiwan
compatriots and their accompanying family members, as well as employees who are Taiwan compatriots working in enterprises with
investment by Taiwan compatriots and their accompanying family members. Except for those dealt with in accordance with the provisions
of relevant laws of the State, no compulsory measures shall be adopted to restrict personal freedom of Taiwan compatriots.
Article 26 In areas where enterprises with investment by Taiwan compatriots are concentrated, associations of enterprises with investment
by Taiwan compatriots may be established according to law.
Lawful rights and interests of associations of enterprises with investment by Taiwan compatriots as well
as legal activities conducted in accordance with their articles of association shall be protected by law.
Article 27 The people’s governments at various levels shall provide superb, regular and convenient services for investments by Taiwan
compatriots. The Taiwan affairs offices of the people’s governments at various levels shall effectively accomplish the work in
legal public awareness and consulting services, handling complaints, settling disputes, and etc., for investments by Taiwan compatriots.
Article 28 Investors who are Taiwan compatriots, enterprises with investment by Taiwan compatriots, or associations of enterprises
with investment by Taiwan compatriots, if believing that any specific administrative behavior of an administrative agency or work
staff of an administrative agency has infringed upon their lawful rights and interests, may apply for administrative reconsideration
or institute administrative procedure in accordance with the provisions of relevant laws and administrative regulations of the
State.
Article 29 In case a dispute in connection with investment arises between an investor who is a Taiwan compatriot and a company,
an enterprise, any other economic organization or an individual from the Mainland, the parties concerned may settle the dispute
through consultation or mediation.
Where the parties concerned are unwilling to go through consultation or mediation, or the consultation or
mediation has failed, they may refer to an arbitration organ of China for arbitration in accordance with an arbitration clauses
in the contract, or a written arbitration agreement reached after the dispute has arisen. An arbitration organ on the Mainland
may engage a Taiwan compatriot as the arbitrator in accordance with the relevant provisions of the State.
In the event the parties concerned does not stipulate any arbitration clause in their contract, nor has a
written arbitration agreement been reached after a dispute has arisen, they may bring a lawsuit before the people’s court.
Article 30 Where a Taiwan compatriot make an investment in the Mainland with his company, enterprise or any other economic organization
established in any other country or region as an investor, these Implementing Rules may apply mutatis mutandis.
Article 31 These Implementing Rules shall come into effect as of the date of promulgation.
CIRCULAR OF THE TARRIF COMMISSION OF THE STATE COUNCIL AND MINISTRY OF FINANCE CONCERNING ISSUING THE INTERIM PROVISIONS ON IMPORT TAXES ON ARTICLES TAKEN INTO CHINA BY FOREIGNERS PERMANENTLY RESIDING IN CHINA
|
The Tariff Commission of the State Council, the Ministry of Finance Circular of the Tarrif Commission of the State Council and Ministry of Finance concerning Issuing the Interim Provisions on Import ShuiWeiHui[1999]No.5 January 7,1999 General Administration of Customs: The Interim Provisions on Import Taxes on Articles Taken Into China by Foreigners Permanently Residing in China,adopted by the State Article 1 These Provisions reformulated in order to implement opening-up policy, strengthen international exchange and promote the development Article 2 For permanent resident offices established by foreign enterprises, news agencies, economic and trade organizations, cultural associations (1) permanent residents in permanent resident offices established in China by foreign enterprises, economic, trade and cultural organizations; (2) permanent residents in permanent resident offices established in China by foreign non-government organizations of economic, trade (3) permanent correspondents of permanent foreign news agencies in China; (4) permanent foreign residents in Chinese-foreign equity joint ventures, cooperative joint ventures and wholly foreign-funded enterprises (5) foreign experts (including experts from Hong Kong, Macao and Taiwan) and overseas Chinese experts who have been long working in China; (6) foreign students and overseas Chinese students who have been long studying in China. Article 3 Articles for self use such as household pickup camera, camera, portable radio cassette player, portable laser phonograph and portable Article 4 Teaching and researching articles such as books, materials, instruments for scientific research, tools, samples and reagents taken Article 5 Articles other than those as stipulated in Articles 3 and 4 taken into China by above-mentioned foreigners during the period of living, Article 6 Imported duty-free articles prescribed above shall be supervised and controlled by the Customs according to its relevant provisions Article 7 Articles taken into China by permanent residents (including their spouses and minor children coming with them and residing in China) Article 8 If there is any divergence between previous policies and provisions and these Provisions, these Provisions shall prevail. Article 9 The General Administration of Customs are to formulate implementing rules in accordance with these Provision. Article 10 These Provision take effect as of April 1, 1999. |
The Tariff Commission of the State Council, the Ministry of Finance
1999-01-07
CONTRACT LAW OF THE PEOPLE’S REPUBLIC OF CHINA
|
The National People’s Congress Order of the President of the People’s Republic of China No.15 Contract Law of the People’s Republic of China has been adopted at the Second Session of the Ninth National People’s Congress on March President of the People’s Republic of China Jiang Zemin March 15, 1999 Contract Law of the People’s Republic of China General Provisions Chapter 1 General Provisions Article 1 This Law is enacted in order to protect the lawful rights and interests of the contracting parties, to maintain social and economic Article 2 A contract in this Law refers to an agreement among natural persons, legal persons or other organizations as equal parties for the Agreements concerning personal relationships such as marriage, adoption, guardianship, etc. shall be governed by the provisions in Article 3 Contracting parties shall have equal legal status, and no party may impose its will on the other party. Article 4 The parties have the right to lawfully enter into a contract of their own free will in accordance with the law, and no unit or individual Article 5 The parties shall adhere to the principle of fairness in deciding their respective rights and obligations. Article 6 The parties shall observe the principle of honesty and good faith in exercising their rights and performing their obligations. Article 7 In concluding and performing a contract, the parties shall comply with the laws and administrative regulations, respect social ethics, Article 8 A lawfully established contract shall be legally binding on the parties thereto, each of whom shall perform its own obligations in The contract established according to law is protected by law. Chapter 2 Conclusion of Contracts Article 9 In entering into a contract, the parties shall have appropriate capacities for civil rights and civil acts. A party may appoint an agent to enter into a contract on its behalf in accordance with the law. Article 10 The parties may use written, oral or other forms in entering into a contract. A contract shall be in written form if the laws or administrative regulations so provide. A contract shall be concluded in written Article 11 “Written form” refers to a form such as a written contractual agreement, letter, electronic data text(including a telegram, telex, Article 12 The contents of a contract shall be agreed upon by the parties, and shall generally contain the following clauses: (1) post_titles or names and domiciles of the parties; (2) subject matter; (3) quantity; (4) quality; (5) price or remuneration; (6) time limit, place and method of performance; (7) liability for breach of contract; and (8) method to settle disputes. The parties may conclude a contract by reference to a model text of each kind of contract. Article 13 The parties shall conclude a contract in the form of an offer and an acceptance. Article 14 An offer is an expression of an intent to enter into a contract with another person. Such expression of intent shall comply with the (1) its contents shall be specific and definite; (2) it indicates that the offeror will be bound by the expression of intent in case of acceptance by the offeree. Article 15 An invitation for offer is an expression of an intent to invite other parties to make offers thereto. Mailed price lists, public notices Where the contents of a commercial advertisement meet the requirements for an offer, it shall be regarded as an offer. Article 16 An offer becomes effective when it reaches the offeree. If a contract is concluded through data-telex, and a recipient designates a specific system to receive the date-telex, the time when Article 17 An offer may be withdrawn. The withdrawal notice shall reach the offeree before or at the same time when the offer arrives. Article 18 An offer may be revoked. The revocation notice shall reach the offeree before it has dispatched a notice of acceptance. Article 19 An offer may not be revoked, if (1) the offeror indicates a fixed time for acceptance or otherwise explicitly states that the offer is irrevocable; or (2) the offeree has reasons to rely on the offer as being irrevocable and has made preparation for performing the contact. Article 20 An offer shall lose efficacy under any of the following circumstances: (1) the notice of rejection reaches the offeror; (2) the offeror revokes the offer in accordance with the law; (3) the offeree fails to dispatch an acceptance before the expiration of the time limit for acceptance; (4) the offeree makes substantial changes to the contents of the offer. Article 21 An acceptance is the expression of an intention to by the offeree to assent to the offer. Article 22 The acceptance shall be made in the form of a notice, except where acceptance may be made by an act on the basis of customary business Article 23 An acceptance shall reach the offeror within the time limit prescribed in the offer. Where no time limit is prescribed in the offer, the acceptance shall reach the offeror in accordance with the following provisions: (1) if the offer is made in dialogues, the acceptance shall be made immediately unless otherwise agreed upon by the parties; (2) If the offer is made in forms other than a dialogue, the acceptance shall reach the offeror within a reasonable period of time. Article 24 Where an offer is made by letter or telegram, the time limit for acceptance shall accrue from the date shown in the letter or from Article 25 A contract is established when the acceptance becomes effective. Article 26 An acceptance becomes effective when its notice reaches the offeror. If notice of acceptance is not required, the acceptance shall Where a contract is concluded in the form of date-telex, the time of arrival of an acceptance shall be governed by the provisions Article 27 An acceptance may be withdrawn, but a notice of withdrawal shall reach the offeror before or at the same time when the notice of acceptance Article 28 Where an offeree makes an acceptance beyond the time limit for acceptance, the acceptance shall be a new offer except that the offeror Article 29 If the offeree dispatched the acceptance within the time limit specified for acceptance, and under normal circumstances the acceptance Article 30 The contents of an acceptance shall comply with those of the offer. If the offeree substantially modifies the contents of the offer, Article 31 If the acceptance does not substantially modifies the contents of the offer, it shall be effective, and the contents of the contract Article 32 Where the parties conclude a contract in written form, the contract is established when it is signed or sealed by the parties. Article 33 Where the parties conclude the contract in the form of letters or data-telex, etc., one party may request to sign a letter of confirmation Article 34 The place of effectiveness of an acceptance shall be the place of the establishment of the contract. If the contract is concluded in the form of data-telex, the main business place of the recipient shall be the place of establishment. Article 35 Where the parties conclude a contract in written form, the place where both parties sign or affix their seals on the contract shall Article 36 Where a contract is to be concluded in written form as required by relevant laws and administrative regulations or as agreed by the Article 37 Where a contract is to be concluded in written form, if one party has performed its principal obligation and the other party has accepted Article 38 Where the State has issued a mandatory plan or a State purchasing order based on necessity, the relevant legal persons and the other Article 39 Where standard terms are adopted in concluding a contract, the party supplying the standard terms shall define the rights and obligations Standard terms are clauses that are prepared in advance for general and repeated use by one party, and which are not negotiated with Article 40 When standard terms are under the circumstances stipulated in Articles 52 and 53 of this Law, or the party which supplies the standard Article 41 If a dispute over the understanding of the standard terms occurs, it shall be interpreted in accordance with common understanding. Article 42 The party shall be liable for damage if it is under one of the following circumstances in concluding a contract and thus causing losses (1) pretending to conclude a contract, and negotiating in bad faith; (2) deliberately concealing important facts relating to the conclusion of the contract or providing false information; (3) performing other acts which violate the principle of good faith. Article 43 A trade secret the parties learn in concluding a contract shall not be disclosed or improperly used, no matter the contract is established Chapter 3 Validity of Contracts Article 44 The contract established according to law becomes effective upon its establishment. With regard to contracts that are subject to approval or registration as stipulated by relevant laws or administrative regulations, Article 45 The parties may agree on that the effectiveness of a contract be subject to certain conditions. A contract whose effectiveness is If a party improperly prevent the satisfaction of a condition for its own interests, the condition shall be regarded as having been Article 46 The parties may agree on a conditional time period as to the effectiveness of the contract. A contract subject to an effective time Article 47 A contract concluded by a person with limited civil capacity of conduct shall be effective after being ratified afterwards by the The counterpart may urge the statutory agent to ratify the contract within one month. It shall be regarded as a refusal of ratification Article 48 A contract concluded by an actor who as no power of agency, who oversteps the power of agency, or whose power of agency has expired The counterpart may urge the principal to ratify it within one month. It shall be regarded as a refusal of ratification that the principal Article 49 If an actor has no power of agency, oversteps the power of agency, or the power of agency has expired and yet concludes a contract Article 50 Where a statutory representative or a responsible person of a legal person or other organization oversteps his/her power and concludes Article 51 Where a person having no right to disposal of property disposes of other persons’ properties, and the principal ratifies the act afterwards Article 52 A contract shall be null and void under any of the following circumstances: (1) a contract is concluded through the use of fraud or coercion by one party to damage the interests of the State; (2) malicious collusion is conducted to damage the interests of the State, a collective or a third party; (3) an illegitimate purpose is concealed under the guise of legitimate acts; (4) damaging the public interests; (5) violating the compulsory provisions of laws and administrative regulations. Article 53 The following exception clauses in a contract shall be null and void: (1) those that cause personal injury to the other party; (2) those that cause property damages to the other party as result of deliberate intent or gross negligence. Article 54 A party shall have the right to request the people’s court or an arbitration institution to modify or revoke the following contracts: (1) those concluded as a result of significant misconception; (2) those that are obviously unfair at the time when concluding the contract. If a contract is concluded by one party against the other party’s true intentions through the use of fraud, coercion, or exploitation Where a party requests for modification, the people’s court or the arbitration institution may not revoke the contract. Article 55 The right to revoke a contract shall extinguish under any of the following circumstances: (1) a party having the right to revoke the contract fails to exercise the right within one year from the day that it knows or ought to (2) a party having the right to revoke the contract explicitly expresses or conducts an act to waive the right after it knows the revoking Article 56 A contract that is null and void or revoked shall have no legally binding force ever from the very beginning. If part of a contract Article 57 If a contract is null and void, revoked or terminated, it shall not affect the validity of the dispute settlement clause which is Article 58 The property acquired as a result of a contract shall be returned after the contract is confirmed to be null and void or has been Article 59 If the parties have maliciously conducted collusion to damage the interests of the State, a collective or a third party, the property Chapter 4 Performance of Contracts Article 60 Each party shall fully perform its own obligations as agreed upon. The parties shall abide by the principle of good faith, and perform obligations of notification, assistance, and confidentiality, Article 61 Where, after the contract becomes effective, there is no agreement in the contract between the parties on such contents as quality, Article 62 Where certain contents agreed upon by the parties in the contract are ambiguous and cannot be determined in accordance with the provisions (1) if quality requirement is not clear, performance shall be in accordance with the state standard or industry standard; absent any state (2) if price or remuneration is not clear, performance shall be in accordance with the prevailing market price at the place of performance (3) where the place of performance is not clear, if the obligation is payment of money, performance shall be at the place where the payee (4) if the time of performance is not clear, the obligor may perform, and the obligee may require performance, at any time, provided that (5) if the method of performance is not clear, performance shall be rendered in a manner which is conducive to realizing the purpose of (6) if the responsibility for the expenses of performance is not clear, the party fulfilling the obligations shall bear the expenses. Article 63 Where the government-fixed price or government-directed price is followed in a contract, if the said price is readjusted within the Article 64 Where the parties agree that the obligor shall perform the obligations to a third party, and the obligor fails to perform its obligations Article 65 Where the parties agree that a third party performs the obligations to the obligee, and the third party fails to perform the obligations Article 66 Where both parties have obligations toward one another and there is no order of priority in respect of the performance of obligations, Article 67 Where both parties have obligations toward each other and there is an order of priority in respect of the performance, and the party Article 68 The party required to perform first may suspend its performance if it has conclusive evidence showing that the other party is under (1) its business has seriously deteriorated; (2) it has engaged in transfer of assets or withdrawal of funds for the purpose of evading debts; (3) it has lost its business creditworthiness; (4) it is in any other circumstance which will or may cause it to lose its ability to perform. Where a party suspends performance without conclusive evidence, it shall be liable for breach of contract. Article 69 If a party suspends its performance in accordance with the provisions of Article 68 of this Law, it shall timely notify the other Article 70 Where the obligee fails to notify the obligor of its separation, merger, or change of the domicile, thereby making it difficult for Article 71 The obligee may reject the obligor’s advance performance of its obligations, except that the advance performance does not harm the Any additional expense incurred by the obligee due to the obligor’s advance performance of its obligations shall be borne by the obligor. Article 72 An obligee may reject the obligor’s partial performance, except that the partial performance of its obligations does not harm the Any additional expense incurred by the obligee due to the obligor’s partial performance of its obligations shall be borne by the obligor. Article 73 Where the obligor is remiss in exercising its due creditor’s right, thereby harming the obligee’s interests, the obligee may petition The extent to which the subrogation rights can be exercised is limited to the obligee’s rights. The expenses necessary for the obligee Article 74 Where the obligor waives its creditor’s right against a third party that is due or assigns its property without reward, thereby harming The extent to which the right to cancel can be exercised is limited to the rights of the obligee. The expenses necessary for the obligee Article 75 The right to cancel shall be exercised within one year form the date the obligee knows or should have known of the matter for cancellation. Article 76 Once a contract becomes effective, a party may not refuse to perform its obligations thereunder due to a change in its name, or its Chapter 5 Modification and Assignment of Contracts Article 77 A contract may be modified if the parties reach a consensus through consultation. If the laws or administrative regulations so provide, approval and registration procedures for such modification shall be gone through Article 78 Where an agreement by the parties on the contents of a modification is ambiguous, the contract shall be presumed as not having been Article 79 The obligee may assign its rights under a contract, in whole or in part, to a third party, except under the following circumstances: (1) such rights may not be assigned in light of the nature of the contract; (2) such rights may not be assigned according to the agreement between the parties; (3) such rights may not be assigned according to the provisions of the laws. Article 80 Where the obligee assigns its rights, it shall notify the obligor. Such assignment will have no effect on the obligor without notice A notice by the obligee to assign its rights shall not be revoked, unless such revocation is consented to by the assignee. Article 81 Where the obligee assigns its right, the assignee shall acquire the collateral rights related to the principal rights, except that Article 82 Upon receipt of the notice of assignment of rights, the obligor may assert against the assignee any defenses it has against the assignor. Article 83 Upon receipt by the obligor of the notice of assignment of rights, the obligor shall have vested rights against the assignor, and Article 84 Where the obligor delegates its obligations under a contract in whole or in part to a third party, such delegation shall be subject Article 85 Where the obligor delegates its obligation, the new obligor may exercise any defense that the original obligor had against the obligee. Article 86 Where the obligor delegates its obligation, the new obligor shall assume the incidental obligations related to the main obligations, Article 87 Where the laws or administrative regulations stipulate that the assignment of rights or transfer of obligations shall undergo approval Article 88 Upon the consent of the other party, one party may transfer its rights together with its obligations under contract to a third party. Article 89 REGULATIONS ON STATE SCIENCE AND TECHNOLOGY PRIZES
Chapter 1 General Principles Article 1 These Regulation are formulated in order to prize citizens and organizations who have made remarkable contributions to Article 2 The State Council establishes the following State science and technology prizes: (1) State Highest Science and Technology Prize; (2) State Natural Science Prize; (3) State Technological Invention Prize; (4) State Scientific and Technological Progress Prize; (5) International Scientific and Technological Cooperation Prize of the People’s Republic of China. Article 3 The State science and technology prizes follow the guideline of valuing knowledge and respecting talents. Article 4 The State maintains the solemnity of the State science and technology prizes. The evaluation and grant of the State science and technology prizes shall not be illegally interfered by any Article 5 The administrative department of science and technology under the State Council is responsible for organizing the evaluation Article 6 The State establishes the State Science and Technology Prizes Committee, which invites experts and scholars in relevant The candidates for members of the State Science and Technology Prizes Committee shall be proposed by the administrative Article 7 The establishment of society-oriented science and technology prizes by social non-governmental sectors shall be through Non-governmental sectors establishing society-oriented science and technology prizes upon registration shall Article 8 The State Highest Science and Technology Prize is granted to the following scientific and technical workers: (1) those who have made great breakthroughs at the frontier of contemporary science and technology or who (2) those who have created great economic or social profits through innovation of science and technology, The State Highest Science and Technology Prize is granted to no more than 2 persons each year. Article 9 The State Natural Science Prize is granted to citizens who have made significant scientific discoveries in illuminating The significant scientific discoveries mentioned in the preceding paragraph shall meet the following conditions: (1) predecessors have not yet discovered or illuminated them; (2) they have significant scientific value; (3) they have been acknowledged by both domestic and foreign natural science circles. Article 10 The State Technological Invention Prize is granted to citizens who have made significant technological inventions by applying The significant technological inventions mentioned n the preceding paragraph shall meet the following conditions: (1) predecessors have not yet invented them or made them public; (2) they possess innovativeness and creativeness; (3) they can bring remarkable economic and social benefits after implementation. Article 11 The State Scientific and Technological Progress Prize is granted to the following citizens and organizations that have (1) those who, in the implementation of technological development programs, have accomplished significant (2) those who, in the implementation of social and public interests programs, have been engaged (3) those who, in the implementation of the State security programs, have made great scientific and technological (4) those who, in the implementation of major engineering programs, have guaranteed the meeting of the projects The State Scientific and Technological Progress Prize for major engineering programs mentioned in Sub-paragraph Article 12 The International Scientific and Technological Cooperation Prize of the People’s Republic of China is granted to the following (1) those who have made great scientific and technological achievements in cooperative research and development (2) those who have achieved particularly remarkable results in introducing advanced science and technology (3) those who have made great contributions to the promotion of international scientific and technological Article 13 The State Highest Science and Technology Prize and the International Scientific and Technological Cooperation Prize of The State Natural Science Prize, the State Technological Invention Prize and the State Scientific and Technological With regard to the State Natural Science Prize, the State Technological Invention and National Prize and the Article 14 Evaluations are carried out once a year for the State science and technology prizes. Article 15 The candidates for State science and technology prizes shall be nominated by the following units and individuals: (1) the people’s government of provinces, autonomous regions or municipalities directly under the Central (2) the relevant departments of, and agencies directly subordinate to, the State Council; (3) the general departments of the Chinese People’s Liberation Army; (4) other units and experts of science and technology conforming to the qualification requirements provided The candidate for the State science and technology prizes nominated by the nominating units mentioned in the Measures for nominating candidates for the State science and technology prizes in Hong Kong, Macao and Taiwan Embassies and consulates of the People’s Republic of China stationed in foreign countries may nominate candidates Article 16 Candidates nominated by nominating units and individuals for the State science and technology prizes shall be nominated Article 17 The Evaluation Committee shall make a conclusion of verification of scientific and technological achievements, and make The State Science and Technology Prizes Committee shall make a decision on the persons selected to receive The rules of evaluation for the State science and technology prizes is to be formulated by the administrative Article 18 The administrative department of science and technology of the State Council shall examine and verify the decision made Article 19 The State Highest Science and Technology Prize are submitted to the President for signature and grant of the certificate The certificate and prize money for the State Natural Science Prize, the Technological Invention Prize and The certificate for the International Scientific and Technological Cooperation Prize of the People’s Republic Article 20 The sum of prize money for the State Highest Science and Technology Prize is prescribed by the State Council. The sum of prize money for the State Natural Science Prize, the State Technological Invention Prize The outlays for the awards for the State science and technology prizes shall be listed in and paid from the Article 21 The prize shall be withdrew and the prize money shall be refunded by the administrative department of science and technology Article 22 The administrative department of science and technology of the State Council shall send out a circular, criticizing the Article 23 Society-oriented science and technology prizes, which are established by non-government sectors without registration and Non-government sectors that have established society-oriented science and technology prizes, if charging fees Article 24 Personnel participating in evaluation activities of State science and technology prizes and related work, if engaging Article 25 The relevant departments of the State Council may establish ministerial-level science and technology prizes according The people’s governments of provinces, autonomous regions and municipalities directly under the Central Government Article 26 These Regulation shall take effect as of the date of promulgation. The Regulations of the People’s Republic of China on CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE TAX OF DONATIONS RECEIVED BY THE ENTERPRISES WITH FOREIGN INVESTMENT AND FOREIGN ENTERPRISES
| ||||||||||||||
|
| ||||||||||||||
MEASURES FOR THE IMPLEMENTATION OF ADMINISTRATION OF ENTERPRISE NAME REGISTRATION
|
e03479
The State Administration for Industry and Commerce Order of the State Administration for Industry and Commerce No.93 The “Measures for the Implementation of Administration of Enterprise Name Registration” has been adopted by the standing meeting of Director general of the State Administration for Industry and Commerce: Wang Zhongfu December 8,1999 Measures for the Implementation of Administration of Enterprise Name Registration Chapter I General Provisions Article 1 These Measures are formulated in order to strengthen and perfect administration of enterprise name registration, protect lawful rights Article 2 These Measures are applicable to registration of enterprise names of enterprise legal persons and enterprises unqualified as legal Article 3 Enterprises shall select their own names and apply for registration according to law. Enterprises enjoy name rights from the date of establishment. Article 4 Administrative organs for industry and commerce at various levels shall approve and register enterprise names according to law. Enterprise names registered beyond power limit shall be rectified. Article 5 Administrative organs for industry and commerce shall carry out administration of enterprise name registration at different levels. The State Administration for Industry and Commerce takes charge of nationwide administration of enterprise name registration, and (1) those preceded by such words as “Zhongguo” or”Zhonghua” (both mean China) or “Guajia” (State) or “Guoji” (international); (2) those using such words as “Zhongguo” or “Zhonghua” (both mean China) or “Guojia” (State) or “Guoji” (international); (3) those excluding administrative division. Local administrative organs for industry and commerce are responsible for the approval of the following enterprise names other than (1) those preceded by administrative division at the same level; (2) those conforming to those including the same administrative division in Article 12 of these Measures. The administrative organs for Chapter II Enterprise Names Article 6 Names of enterprise legal persons may not include names of other legal persons unless otherwise provided for by the State Administration Article 7 The name of an enterprise may not include the name of another enterprise. The name of an enterprise’s branch shall be preceded by the name of the enterprise to which it is affiliated. Article 8 Enterprise names shall be in Chinese characters which conform to the norms of the State, may not use foreign words, the Chinese phonetic Where names of enterprises need to be translated into foreign languages, the enterprises will translate them by themselves according Article 9 An enterprise name shall be composed of administrative division, the shop name, trade and organizational form in proper order except Article 10 Except the enterprises the establishment of which is decided by the State Council, enterprise names shall not be preceded by such Where such words as “Zhongguo” or “Zhonghua” (both mean China) or “Guajia” (State) or “Guoji” (international) are used in the middle Foreign-capital enterprises which use the shop names of the enterprises funded by the investments from a foreign country(region) may Article 11 The administrative division in an enterprise name is the name or place name of the administrative division of area at the place where A name of a district under a city may not be used separately as the administrative division in an enterprise name. An enterprise name An enterprise name used together with the administrative division of a province, city or county shall be approved by the administrative Article 12 Enterprise legal persons meeting the following conditions may place the administrative division in the names after the shop names (1) where the shop names of the holding enterprises are used; (2) where such the names of holding enterprises exclude administrative division. Article 13 Upon approval of the State Administration for Industry and Commerce, enterprise legal persons meeting one of the following conditions (1) where the approval is conducted by the State Council; (2) where the registration is conducted by the State Administration for Industry and Commerce; (3) where the registered capital (or registered fund) is not less than 50000000 yuan; (4) where it is stipulated by the State Administration for Industry and Commerce otherwise. Article 14 A shop name in an enterprise name shall be composed of more than two Chinese characters. An administrative region may not be used as a shop name, unless the place name of an administrative region at or above the county Article 15 An enterprise name may use the name of a natural person investor as the shop name. Article 16 The sector expression in an enterprise name shall be the terms reflecting the nature of economic activities of the enterprise which The contents of the sector expression in an enterprise name shall conform to the business scope of the enterprise. Article 17 Where the nature of economic activities belong to the different big classifications of the national economy sector, the terms of the Article 18 Where the terms of the classifications of the national economy sector are not used to express the sector in which an enterprise is (1) where the nature of economic activities of the enterprise belong to more than five big classifications of the national economy sector; (2) where the registered capital (or registered fund) is more than 100000000 yuan or is the parent company of the enterprise group; (3) where the shop names of the enterprise name approved or registered by the same administrative organ for industry and commerce are Article 19 An enterprise may use the name of a country (region) or the place name of the administrative division at or above the county level The place name above shall not be deemed as an administrative division in an enterprise name. Article 20 An enterprise name shall not explicitly or implicitly have the business exceeding its business scope. Chapter III Registration of Enterprise Names Article 21 Only one enterprise name shall be permitted to be indicated on the enterprise business license. Article 22 Anyone who intends to establish a company shall apply for an approval of a name in advance. Where establishment of an enterprise must be submitted for examination and approval as stipulated by laws and administrative regulations Anyone who intends to establish other enterprises may apply for an approval of a name in advance. Article 23 For applying for approval of an enterprise name in advance, the appointed representative or authorized agents by all the contributors, (1) an application for approval of an enterprise name in advance signed by all the investors, which specifies such contents as the name (2) certificates on the appointed representative or authorized agent signed by all the investors; (3) qualifications certificates of the appointed representative or authorized agent; (4) qualifications certificates of all the investors; and (5) other documents which the administrative organ for industry and commerce requires to submit. Article 24 The administrative organ for industry and commerce shall make a decision of approval or rejection of the application for approval Article 25 Where an enterprise establishment registration is applied and the approval of the enterprise name has been conducted, an Enterprise Where the name of the enterprise to be established involves the provisions of laws and administrative regulations under which a report Where the approval of the enterprise name in advance and registration of the enterprise are not conducted at the same administrative Article 26 An enterprise that intends to change its name shall apply to the registration organ for change registration. Where the name applied for change by an enterprise is subject to the jurisdiction of the registration organ, the registration organ Where the name applied for change by an enterprise is not subject to the jurisdiction of the registration organ, the matter shall An enterprise shall, within 30 days from the date of approval of the enterprise name change registration, apply for undertaking registration Article 27 Where the name applied for change by an enterprise is not subject to the jurisdiction of the registration organ, the matter shall (1) The enterprise shall apply to the registration organ for change registration, and submit the following documents: (i) a written application for the enterprise name change; (ii) the article of associations of the enterprise; (iii) a duplicate copy of the business license; and (iv) other relevant documents. (2) The registration organ shall submit the following documents to the administrative organ for industry and commerce having jurisdiction (i) the examination opinion of the said organ on the name the enterprise intends to change; (ii) the documents listed in the preceding paragraph, of which the duplicate copy of the business license shall be affixed to the seal (3) The administrative organ for industry and commerce shall, within ten days from receipt of the materials submitted, shall make a decision (4) The registration organ shall make a decision of approval or rejection of the change registration of the enterprise name within the Where change of the name of the enterprise involves the provisions of laws and administrative regulations under which a report for (5) The registration organ shall, within 30 days from the date of approval of the change registration of the enterprise name, send the Article 28 The period of validity for an enterprise name approved by the Enterprise Name Change Approval Notice shall be six months and will Article 29 When the relevant business operation right of an enterprise has been cancelled and its name also reflects such business, the enterprise Article 30 Where an enterprise handles cancellation registration or has its business license revoked if its name was approved by another administrative Article 31 Where a name of an enterprise is under one of the following circumstances, no approval may be conducted: (1) where it is same with the name and the shop name of the enterprise of the same sector approved or registered by the same administrative (2) where it is the same with the name and the shop name of the enterprise conforming to the provisions of Article 18 of these Measures (3) where it is the same with the original name of another enterprise whose name has been changed less than one year; (4) where it is the same with the name of the enterprise which has been cancelled or whose business license has been revoked less than (5) where it is in violation of laws and administrative regulation in other ways. Article 32 The administrative organ for industry and commerce shall establish enterprise name approval and registration archives. Article 33 The formats of the Enterprise Name Approval in Advance Notice, Enterprise Name Change Approval Notice, Enterprise Name Rejection Notice Article 34 The names of the enterprises from a foreign country (region) shall be protected in accordance with the relevant provisions of the The State Administration for Industry and Commerce ceases to accept the registration of the names of the enterprises from a foreign Chapter IV Use of Enterprise Names Article 35 An enterprise whose name has been approved in advance during reservation period may not use it for carrying out business for profit, An enterprise that intends to change its name shall not use the enterprise name approved and changed in the Enterprise Name Change Article 36 An enterprise shall indicate its enterprise name at its domicile. Article 37 The name used for the seal, bank account, stationary, products or their packages of an enterprise shall be identical to the enterprise Article 38 The name used in the legal documents of an enterprise shall be identical to the enterprise name in the business license. Article 39 Use of an enterprise name shall conform to the principle of honesty and credibility. Chapter V Supervision, Administration and Dispute Settlement Article 40 Administrative organs for industry and commerce at various levels shall, according to law, supervise and administer the acts of using Article 41 The enterprise names already registered, which cause deception or misunderstanding with the public or damage lawful rights and interests Article 42 Violation of the provisions of Article 35 of these Measures shall be dealt with according to item (4) of Article 26 of the Provisions Article 43 Use of the enterprise name for the products or the packages in violation of the provisions of Article 37 of these Measures shall The enterprise name used for the seal, bank account and stationary of an enterprise in violation of the provisions of Article 37 Article 44 Failure to use an enterprise name according to the registration in other ways, which causes deception or misunderstanding with the Article 45 An enterprise may, due to a name dispute arising between another person, apply to the administrative organ for industry and commerce Article 46 When an enterprise requests the administrative organ for industry and commerce to dispose a name dispute, it shall submit to the administrative (1) an application, which shall be signed by the applicant and specifies such contents as the situations of the applicant and claimant, (2) qualifications certificates of the applicant; (3) materials for burden of proof; (4) other relevant materials. Where it is an entrusted agency, a letter of entrusted agency and the qualifications certificate of the entrusted person shall also Article 47 The administrative organ for industry and commerce shall, after acceptance of the enterprise name dispute, conduct a disposition within (1) to investigate and verify the registration of the enterprise names of the applicant and claimant; (2) to investigate and check the materials submitted by the applicant and the relevant dispute situations; (3) to inform the claimant the relevant name dispute situations and demand the claimant to submit written opinions to the dispute issue; (4) to make a disposition according the principle of protection of industrial property and the relevant provisions on administration of Chapter VI Supplementary Provisions Article 48 The following names that need to be registered at the administrative organ for industry and commerce may be handled by reference to (1) a name of an enterprise group, whose composition is the administrative division + the shop name + the sector + the word of “group”; (2) a shop name and name of an individual industrial and commercial household; (3) names of other organizations that need to register their names at administrative organs for industry and commerce according to provisions. Article 49 These Measures shall enter into force as of January 1, 2000. The Circular on the Relevant Issues of Implementation of the Provisions on Administration of Enterprise Name Registration (GongShangQiZi The provisions relating to enterprise names in other documents of the State Administration for Industry and Commerce which conflict |
The State Administration for Industry and Commerce
1999-12-08