CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ADJUSTING THE EXPORT REBATE RATES
Ministry of Finance, State Administration of Taxation Circular of the Ministry of Finance and the State Administration of Taxation on Adjusting the Export Rebate Rates CaiShui [2003] No. 222 October 13, 2003 The departments (bureaus) of finance and the bureaus of state taxes of all provinces, autonomous regions, municipalities directly Upon approval of the State Council, structural adjustments shall be made on the current export rebate rates for value-added tax, and 1. The current export rebate rates for the following goods shall remain unchanged: (1) The agricultural products whose current export rebate rates range between 5% and 13%; (2) The industrial products processed from agricultural products whose current export rebate rate is 13% (except for those prescribed (3) The goods whose VAT rate as prescribed in the current taxation policies is 17%, and tax refund rate is 13% (except for those prescribed (4) Ships, automobiles and their key components and parts thereof, aircrafts and spacecrafts, digital control machines, processing centers, 2. The export rebate rate for wheat flour, maize (corn) flour, severed ducks, severed rabbits and other goods as listed in Annex 2 shall 3. The policies on export tax refund of crude oil, wood, paper pulp, fine goat hair, eel fries, rare earth metal minerals, phosphorus 4. The export rebate rates for the following goods shall be lowered: (1) The export rebate rate for gasoline (HS code: 27101110) and unwrought zinc (HS code: 7901) shall be lowered to 11%; (2) The export rebate rate for unwrought aluminum, yellow phosphorus and other phosphorus, unwrought nickel and iron alloy, molybdenum (3) The export rebate rate for coke and semi-coke, coking coal, fused magnesia, dead-burned (sintered) magnesia, feldspar, talc, steatite (4) Except for the goods prescribed in Articles 1 through Article 3 and Paragraphs (1) through (3) of the present Article, the export 5. With regard to the export contracts signed by export enterprises with foreign parties before October 15th, 2003 on whole sets of equipment 6. The administrations of finance and taxation in all regions shall earnestly study and grasp the present Circular, and take effective 7. As of July 1st, 2004, any enterprise that exports goods by any means shall be subject to the export rebate rates prescribed in the htm/e03246.htm Annex 1: Catalogue of Products Whose Refund Tax Rate Remains 17%
Annex 2: Catalogue of Products of Which the Refund Tax Rate is Adjusted to 13%
MEASURES FOR THE ADMINISTRATION OF THE LANDING OF OVERSEAS SATELLITE TELEVISION CHANNELS
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COMMERCIAL BANKS LAW
Law of the People’s Republic of China on Commercial Banks | |
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SPECIAL PROVISIONS OF THE STATE COUNCIL CONCERNING THE FLOATATION AND LISTING ABROAD OF STOCKS BY LIMITED STOCK COMPANIES
Article 1 This set of provisions has been formulated according to Article 85 and Article 155 of the “Company Law of the People’s Republic of China” in order to meet the needs of the floatation and listing abroad of stocks by limited stock companies. Article 2 Limited stock companies may issue their stocks to given or non-given investors and list them abroad with the approval of the Securities The term “listing abroad” used in this set of provisions means to issue stocks to investors abroad and list them for transactions Article 3 The stocks issued and listed abroad (hereinafter referred to as “foreign capital stock listed abroad”) by limited stock companies The foreign capital stock listed abroad may be in the form of stock deposit receipts or in other derivations. Article 4 The Securities Committee of the State Council or its supervision and management and executive organization the China Securities Supervision Article 5 A limited stock company wishing to issue and list its stocks abroad shall file a written application according to the requirements Article 6 If a State-owned enterprise or an enterprise with State-owned property occupying the dominant position is to be converted into a Article 7 The stocks issued to domestic investors (hereinafter referred to as “domestic capital stocks”) by a limited stock company (hereinafter Article 8 The board of directors may make separate arrangements for the plan of issuing and listing foreign capital stocks and domestic capital The plan for the issuing and listing of foreign capital stocks and domestic capital stocks worked out according to the provisions Article 9 If a company issues foreign capital stocks and domestic capital stocks listed abroad within the total amount fixed in the stock issue Article 10 If a company fails to issue all the stocks as planned in one issue, it is not allowed to issue new stocks not covered by the plan. The interval between the second issue of foreign capital stocks listed abroad by adding capital and the previous issue shall not be Article 11 In issuing foreign capital stocks listed abroad within the total amount fixed in the stock issue plan, it may, with the approval Article 12 A company shall reveal in full and detail the plan for separately issuing foreign capital stocks listed abroad and domestic capital Article 13 The Securities Committee of the State Council, together with the company examination and approval department, may provide specific The articles of association of a company shall specify clearly the contents required by essential clauses. A company is not allowed Article 14 A company shall specify the term of its operation in the articles of association. The term of operation of a company may be extended Article 15 The articles of association of a company are binding to the company and its shareholders, directors, supervisors, managers and other The company and its shareholders, directors, supervisors, managers and other senior management personnel all may apply for arbitration The term “senior management personnel” referred to in the first and second paragraphs of this article include people responsible for Article 16 The names of investors abroad holding foreign capital stocks listed abroad and registered in the list of shareholders of a company Owners of the rights and interests of foreign capital stocks listed abroad may registered their shares under the names of nominal The list of foreign capital stock holders is the full evidence testifying the holding of the company’s foreign capital stocks, except Article 17 A company may keep the original list of its foreign capital stock holders abroad and entrust a foreign agency for its safekeeping Article 18 If an alteration of the list of foreign capital stock holders needs to be made according to judicial rulings, the ruling may be made Article 19 If a holder of foreign capital stocks lost his or her shares and applies for re-issue, the case may be handled according to the law Article 20 In calling shareholders meetings, a company shall issue a written notice 45 days in advance to all the listed shareholders, specifying The shareholders planning to attend the shareholders meeting shall send back the reply in writing to the company 20 days before the The specific format of the written notice and written reply shall be specified in the articles of association of a company. Article 21 In its annual meeting of shareholders, the shareholders holding more than 5% of the voting stocks have the right to put forward new Article 22 A company shall count the number of voting stocks represented by shareholders according to the number of written replies received Article 23 The directors, supervisors, managers and other senior management personnel of a company have the obligations of being honest, trustworthy The people listed in the preceding paragraph shall observe the articles of association of the company, faithfully perform their duties Article 24 A company shall appoint an independent certified accountants office that conforms to the relevant regulations of the State to audit The company shall provide relevant materials to the certified accountants office it has appointed and answer its inquires. The period of appointment of a certified accountants office starts from the date when the first annual shareholders meeting ends to Article 25 In dismissing or discontinuing the appointment of a certified accountants office, a company shall notify the said accountants office If a certified accountants office quits, it shall state to the shareholders meeting whether or not there is anything improper in the Article 26 The decision to appoint, dismiss or discontinue to appoint a certified accountants office shall be taken by the shareholders meeting Article 27 The dividends on foreign capital stocks and other relevant payments made to shareholders abroad shall be priced and announced in If the articles of association provide that the said payments shall be converted into foreign currencies and paid to shareholders Article 28 The documents of information compiled by a company for revelation at home and abroad shall not be self-contradictory in contents. If there are disparities between the information revealed at home, abroad or in different countries according to the domestic and Article 29 The disputes arising from the matters relating to the contents of the articles of association and other affairs of the company between The law of the People’s Republic of China shall apply in settling the disputes mentioned in the preceding paragraph. Article 30 This set of provisions shall be implemented starting from the date of promulgation.
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CIRCULAR ON TRANSMITTING THE CIRCULAR OF THE STATE DEVELOPMENT PLANNING COMMISSION AND THE MINISTRY OF FINANCE ON RE-VERIFICATION OF THE CHARGING CRITERIA OF REGULATORY FEES OF THE SECURITIES MARKET AND THE RELEVANT ISSUES
The China Securities Regulatory Commission Commission Circular On Transmitting the Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification ZhengJianHuiJiZi [2003] No.2 February 9, 2003 Stock and futures exchanges, securities, fund and futures companies, and enterprises applying for public issuance of stocks, convertible Here is to transmit the Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification of the I. The adjustment of the charging criteria on the regulatory fees of securities transactions only involves the increase and decrease II. The fees for review and verification of public issuance should be paid to the special remittance account of the central treasury by III. The regulatory fees of financial institutions should be based on the registered capital as of the end of the last year, which should IV. The regulatory fees of the futures markets should be paid monthly, and Shanghai, Dalian and Zhengzhou Futures Exchanges shall pay V. The special remittance account of the central treasury is as follows: (I) By T/T or M/T Opening bank: CITIC Industrial Bank Head Office Name of account: CSRC (special remittance account of the central treasury) Bank account: 7111010189800000162 (II) By transfer cheque or bank draft Opening bank: CITIC Industrial Bank Head Office Name of account: CSRC Accounting Department Bank account 7111010189800000162 The above-mentioned paying units are required to pay the fees in a timely manner and upon payment timely notify our Accounting Department Contact: CSRC Accounting Department Contact Tel: 01088061689 88061330 Contact with: Wang Meiling, Liu Yunfeng Attachment: The Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification of the Charging JiJiaGe [2003] No. 60 January 8, 2003 China Securities Regulatory Commission Commission : Your Letter Concerning Applying for the Adjustment of the Charging Criteria on Regulatory Fess of Securities and Futures Markets (ZhengJianHan I. The regulatory fees of securities transactions. For stocks, the fees should be decreased from 0.045% as per annual transaction volume II. The fees for review and verification of public issuance. For the enterprises applying for public issuance of stocks (inclusive of III. The regulatory fees of financial institutions. The fees collected only from the securities firms are adjusted as being collected from IV. The regulatory fees of the futures markets. The fees still remain at annual 0.002s per the annual transaction volume, to be collected V. The CSRC shall go through the formalities as specified with the State Development Planning Commission for alteration of the charging VI. The CSRC shall execute the relevant charging of fees according to the charging items, charging scope and charging criteria as specified VII. The Circular shall enter into force as of January 1, 2003 for a term of three years, upon expiration of which the CSRC shall submit |
The China Securities Regulatory Commission Commission
2003-02-09
INTERIM PROVISIONS ON MERGERS AND ACQUISITIONS OF DOMESTIC ENTERPRISES BY FOREIGN INVESTORS
The Ministry of Foreign Trade and Economic Cooperation,the State Administration of Taxation,the State Administration for Industry Decree of the the Ministry of Foreign Trade and Economic Cooperation, the State Administration of Taxation, the State Administration No.3 The Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (hereinafter referred to as the “Provisions”), Minister of the Ministry of Foreign Trade and Economic Cooperation Shi Guangsheng Director General of the State Administration of Taxation Jin Renqing Director General of State Administration for Industry and Commerce Wang Zhongfu Director General of State Administration of Foreign Exchange Guo Shuqing March 7, 2003 Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors Article 1 The Provisions are formulated in accordance with the laws and administrative regulations governing foreign investment enterprises Article 2 For the purpose of the Provisions, mergers and acquisitions of a domestic enterprise by foreign investors shall mean that foreign Article 3 In mergers and acquisitions of domestic enterprises, foreign investors shall comply with the laws, administrative regulations and Article 4 In mergers and acquisitions of domestic enterprises, foreign investors shall comply with the requirements regarding the investors’ In the case of industries where no wholly foreign ownership is allowed under the Guidance Catalog of Foreign Investment Industries, Article 5 Any merger or acquisition of a domestic enterprise by foreign investors to set up a foreign investment enterprise shall be subject Article 6 For the purpose of the Provisions, the examination and approval authority shall be the Ministry of Foreign Trade and Economic Cooperation If the foreign investment enterprise established after the merger or acquisition falls into a specific type or a specific industry Article 7 In the case of Equity Merger and Acquisition by foreign investors, the foreign investment enterprise established thereafter shall In the case of Asset Merger and Acquisition by foreign investors, the domestic enterprise selling assets shall assume all its original The Foreign investors, merged or acquired domestic enterprises, creditors and other parties may reach separate agreements regarding The domestic enterprise selling assets shall, within 10 days of the adoption of the resolution to sell its assets, gives notice to Article 8 The parties to a merger or acquisition shall determine the transaction price on the basis of the result of the evaluation of the equity Where the merger or acquisition of a domestic enterprise leads to any change in the equity interest formed by the investment of state-owned It is prohibited to transfer equity interest or sell assets at a price obviously lower than the evaluation result for the peupose Article 9 In case of a merger or acquisition of a domestic enterprise by foreign investors to set up a foreign investment enterprise, the foreign Where the foreign investors conduct Equity Merger and Acquisition and the foreign investment enterprise established after such mergers In case of an Asset Mergers and Acquisition by foreign investors, the investors shall set forth the time schedule for capital contribution Where foreign investors establish a foreign investment enterprise through merger or acquisition of a domestic enterprise, and the The instruments of payment of any consideration shall be in compliance with the provisions of the relevant state laws and administrative Article 10 Where a foreign investor acquires any equity interest held by a shareholder of a Domestic Company by agreement, after the Domestic Where foreign investors subscribe to any increased capital of a Domestic Company, after the Domestic Company has changed into and If a natural person shareholder of the Domestic Company subject to Equity Merger and Acquisition has been a shareholder of such Domestic Article 11 In case of an Equity Merger and Acquisition by foreign investors, the ceiling for the total amount of investment of the foreign investment (1) no more than ten sevenths (10/7) of the registered capital of the foreign investment enterprise, if the registered capital is less (2) no more than twice the registered capital, if the registered capital is between US$ 2.1million and US$ 5 million; (3) no more than two and a half times the registered capital, if the registered capital is more than US$ 5 million but less than or equal (4) no more than three times the registered capital, if the registered capital is more than US$ 12 million. Article 12 In case of an Equity Merger and Acquisition by foreign investors, the investors shall submit the following documents to the examination (1) the resolution adopted by the shareholders of the domestic limited liability company subject to the Merger and Acquisition unanimously (2) the application of the Domestic Company subject to the Merger and Acquisition to be changed in to and established as a foreign investment (3) the contract and the articles of association of the foreign investment enterprise established upon the Merger and Acquisition; (4) the agreement for the purchase of the shareholders’ equity interest or subscription for the increased capital of the Domestic Company (5) the audited financial report for the most recent fiscal year of the Domestic Company subject to the Merger and Acquisition; (6) identification documents or incorporation certification and creditworthiness certification of the foreign investors; (7) explanation of the situation regarding the enterprises the Domestic Company subject to the Merger and Acquisition has invested in; (8) the business licenses (duplicates) of the Domestic Company subject to the Merger and Acquisition and enterprises it has invested in; (9) the plan for the re-settlement of the employees of the Domestic Company subject to the Merger and Acquisition; and (10) documents required to be submitted under Articles 7 and 19 of the Provisions. Where any permission given by any other government authority is required in connection with the business scope or business scale, The business scope of any company the Domestic Company subject to the Merger and Acquisition originally invested in shall comply with Article 13 The equity interest purchase agreement or the agreement to increase the capital of the Domestic Company as set forth in Article 12 (1) information regarding each of the parties to the agreement, including its full name, address, and the name, position and citizenship (2) proportions and the price of the equity interest to be acquired or the increased capital to be subscribed; (3) term and methods of performance of the agreement; (4) rights and obligations of the parties to the agreement; (5) liabilities for breach of the agreement and settlement of dispute; and (6) the date and the place of the execution of the agreement. Article 14 In the case of an Asset Merger and Acquisition by foreign investors, the total amount of investment of the foreign investment enterprise Article 15 In the case of an Asset Merger and Acquisition by foreign investors, the investors shall submit the following documents to the examination (1) the resolution by the property rights holders or the agency of authority of the domestic enterprise approving the sale of such assets; (2) the application for the establishment of the foreign investment enterprise; (3) the contract and the articles of association of the foreign investment enterprise to be established; (4) the asset purchase agreement executed between the foreign investment enterprise to be established and the domestic enterprise or the (5) the articles of association and the business license (duplicates) of the domestic enterprise subject to the Merger and Acquisition; (6) certification proving that the domestic enterprise subject to the Merger and Acquisition has given notice and the public announcement (7) identification documents or incorporation certification and creditworthiness certification of the foreign investors; (8) the plan for the re-settlement of employees of the domestic enterprise subject to the Merger and Acquisition; and (9) documents required to be submitted under Articles 7 and 19 of the Provisions. Where any permission given by any other government authority is required in connection with the purchase and operation of the assets If foreign investors purchase any assets by agreement with the domestic enterprise and invest such assets to set up a foreign investment Article 16 The asset purchase agreement set forth in Article 15 shall be governed by the Chinese law and shall contain the following main contents: (1) information regarding each of the parties to the agreement, including its name and address, and the name, position and citizenship (2) list and the price of the assets to be purchased; (3) term and methods of performance of the agreement; (4) rights and obligations of the parties to the agreement; (5) liabilities for breach of the agreement and settlement of dispute; and (6) the date and the place of the execution of the agreement. Article 17 Except as otherwise provided for in Article 20 , where foreign investors establish a foreign investment enterprise through merger If the examination and approval authority decides to approve foreign investors’ acquisition of equity interest of a Domestic Company Article 18 In the case of an Asset Merger and Acquisition by foreign investors, the investors shall, within 30 days of its receipt of the foreign In the case of an Equity Merger and Acquisition by foreign investors, the acquired Domestic Company shall apply to its original registration (1) the application for the change of registration; (2) the resolution adopted by the shareholders’ meeting of the acquired Domestic Company in accordance with the Company Law of the PRC (3) the agreement for the purchase of the shareholders’ equity interest or subscription for the increased capital of the Domestic Company (4) amended articles of association of the Domestic Company or any amendment to the original articles of association and the contract (5) the foreign investment enterprise approval certificate ; (6) identification documents or incorporation certification and creditworthiness certification of the foreign investors; (7) the amended list of directors, the document specifying the names and addresses of new directors and the documents of appointment of (8) other relevant documents and certificates required by SAIC. In case of the transfer of state-owned equity interest and in case of foreign investors’ subscription to any increased capital of Investors shall, within 30 days upon the receipt of the foreign investment enterprise business license, handle the necessary registration Article 19 In case of any of the following occurrences in connection with the merger or acquisition of a domestic enterprise by foreign investors, (1) the revenue of a party to the merger or acquisition in the domestic market for the current year exceeds RMB1.5 billion ; (2) the foreign investors have merged with or acquired more than 10 domestic enterprises in aggregate engaging in the related businesses (3) the market share of a party to the merger or acquisition in the domestic market has reached 20%; or (4) the market share of a party to the merger or acquisition in the domestic market will reach 25% as a result of the merger or acquisition. Even without the above occurrences, MOFTEC or SAIC may still require the foreign investors to submit notification upon the request The above-mentioned “a party to a merger or acquisition” shall include any affiliated enterprise of foreign investors. Article 20 In case of any of the described in Article 19 in connection with a merger or acquisition of a domestic enterprise by foreign investors, Article 21 In case of any of the following occurrences in connection with an offshore merger or acquisition, any party to the merger and acquisition (1) the assets owned by a party to the offshore merger and acquisition within China exceeds RMB 3 billion; (2) the sales of a party to the offshore merger or acquisition in the domestic market for the current year have exceeded RMB 1..5 billion; (3) the aggregate market share in the domestic market by a party to the offshore merger or acquisition and its affiliated enterprises (4) the aggregate market share in the domestic market by a party to the offshore merger or acquisition and all of its affiliated enterprises (5) as a result of the offshore merger or acquisition, a party to the offshore merger or acquisition will hold, directly or indirectly, Article 22 In case of any of the following occurrences in connection with a merger or acquisition, a party to the merger or acquisition may apply (1) the merger or acquisition may improve the conditions for fair competition in the domestic market; (2) the merger or acquisition will restructure the enterprise running at a loss and ensure employment; (3) the merger or acquisition will absorb advanced technologies and management professionals and enhance the international competitiveness (4) the merger or acquisition will improve the environment. Article 23 All documents submitted by investors shall be grouped into categories as required by the regulations and accompanied by a table of Article 24 The Provisions shall apply to all mergers and acquisi IMPLEMENTATION MEASURES OF THE MINISTRY OF CONSTRUCTION ON QUALIFICATION ADMINISTRATION IN THE ADMINISTRATIVE PROVISIONS ON ENTERPRISE MANAGEMENT OF CONSTRUCTION ENTERPRISES WITH FOREIGN INVESTMENT
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