对外贸易经济合作部关于发布《关于执行中华人民共和国中外合作经
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颁布日期:19961022  实施日期:19961022  颁布单位:对外贸易经济合作部

  WaiJingMaoFaFa [1996] No.658

  October 22, 1996

  The commissions (departments, bureaus) of foreign trade and economic cooperation of all provinces, autonomous1 regions, municipalities directly under the Central Government, Shantou, Zhuhai and municipalities separately listed on the State plan:

  The Rules for the Implementation2 of the Law of People's Republic of China on Chinese-foreign Contractual Joint3 Ventures has been adopted by the State Council on August 7,1995, and promulgated4 by the Ministry5 of Foreign Trade and Economic Cooperation in the Decree No.6 on September 4,1995. We often receive requirements about some articles. The MOFTEC explained some articles of the Rules for the Implementation of Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures after negotiation6 with related departments, and it is hereby promulgated.

  Attachment7

  Interpretation8 on Implementing9 Certain Articles of the Rules for the Implementation of the Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures

  The Rules for the Implementation of the Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures (hereinafter referred to as the Rules) were promulgated on and took effect as of September 4, 1995. Issues on the implementation of certain articles of the Rules are hereby interpreted as follows:

  I. Article 14 of the Rules stipulates10

  “A contractual joint venture which has attained11 the status of a Chinese legal person in accordance with the law shall be a limited liability company. The parties to the venture shall bear liability for the contractual joint venture to the extent of their investment or of the conditions for cooperation they contribute, with the exception of those cases otherwise agreed in the contract. The contractual joint venture shall be liable for covering the debts of the venture with all its assets.”

  Interpretation: In accordance with the provisions of Paragraph 1 of this Article and Article 18 of the Company Law of the People's Republic of China, the organizational form of a contractual joint venture which has been established upon approval with the status of a Chinese legal person shall be a limited liability company.

  II. Article 18 of the Rules stipulates:

  “The investment or conditions for cooperation contributed by the parties to the contractual joint venture may be provided in cash, in kind, industrial property rights, know-how12 technology, the right to the use of land or other property rights. In cases where the investment or conditions for cooperation contributed by the Chinese parties are parts of the State assets, they shall be valued according to the provisions of the relevant laws and administrative13 regulations. In cases where the contractual joint venture has attained the status of a Chinese legal person in accordance with the law, the investment contributed by foreign parties shall usually not be less than 25% of the registered capital of the contractual joint venture. In cases where the contractual joint venture has not attained the status of a Chinese legal person, the specific requirements as to the investment or conditions contributed by the parties to the contractual joint venture shall be stipulated14 by the Ministry of Foreign Trade and Economic Cooperation.”

  Interpretation: Investment as mentioned in Paragraph 1 of this Article refers to contributions made by the parties to the contractual joint venture in the form of cash, buildings, machinery15 and equipment, other goods and materials, industrial property rights, know-how technology, the right to the use of land, etc. upon being evaluated. Conditions for cooperation as mentioned in Paragraph 1 of this Article refer to real estate and other property rights provided by the parties to the contractual joint ventures, including the right to the use of land, ownership or the right to the use of buildings and other structures attached to the land and auxiliary16 equipment attached to buildings, industrial property rights, know-how technology and other property rights. Conditions for cooperation provided by the parties to the contractual joint venture are the property of the contractual joint venture and shall not be expressed in a monetary17 form, however, there must be auxiliary registration18 of these conditions which shall be used for assuming liability for the debts of the enterprise. Where the investment or conditions for cooperation provided by the Chinese parties must be valued in accordance with the provisions of relevant laws and administrative regulations, the valuation shall be conducted. The valuation result shall be treated as the basis of the negotiation for cooperation so as to prevent loss of the State assets. In cases where the contractual joint venture has not attained the status of a Chinese legal person, the investment contributed by foreign parties shall not be less than 25% of the total amount of the investment contributed by the Chinese and foreign parties.

  III. Article 44 of the Rules stipulates:

  “Where it is agreed upon by the Chinese and foreign parties in the contract of the contractual joint venture that upon the expiration19 of the period of venture's operation all the fixed20 assets of the contractual joint venture shall be returned gratis21 to the Chinese party, the foreign party may, within the period of the ventures operation, apply to recover the investment ahead of time in the following ways: (1) to reach agreement in the contract of the contractual joint venture to enlarge the foreign party's proportion in the distribution of earnings22 on the basis of distribution according to the investment or conditions for cooperation provided; (2) when examined and approved by the financial and tax authorities in accordance with relevant tax provisions of the State, to recover its investment prior to the payment of income tax by the contractual joint venture; (3) to recover the investment by other methods which have been approved by the financial and tax authorities and the examination and approval authorities. If the foreign party is to recover its investment ahead of time during the period of the venture's operation according to the provisions of the preceding paragraph, the Chinese and foreign parties shall be liable for the debts of the contractual joint venture according to the provisions of the relevant laws and the agreement in the contractual joint venture contract.”

  Interpretation: All fixed assets of the contractual joint venture as mentioned in Paragraph 1 of this Article refer to the part of fixed assets among the residual23 assets after the contractual joint venture has conducted liquidation24 of assets, claims and debts of the contractual joint venture in accordance with the provisions of Article 24 of the Law of the people's Republic of China on Chinese-foreign Contractual Joint Venture and repayment25 of the debts of the enterprise. Upon expiration of the period of cooperation of the contractual joint venture, the Chinese party shall not distribute the fixed assets of the contractual joint venture ahead of time until the enterprise's liquidation expenses and debts have been paid.

  Item 3 of Paragraph 1 of this Article refers to that the foreign party is allowed to recover its investment within the period of cooperation by taking the depreciation26 expenses for the fixed assets of the contractual joint venture upon approval by the financial and tax authorities and the examination and approval authorities. Where the assets of a contractual joint venture decrease as a result of the foreign party's drawing of the depreciation expenses for fixed assets of the contractual joint venture, the foreign party must provide a letter of guarantee for the equivalent amount issued by a bank or a financial institution within the territory of China (including branch banks or branches established within the territory of China by banks or financial institutions outside the territory of China) as security for the enterprise's ability to repay its debts.

  Procedures for Submission27 for Approval:

  Where it is agreed in a contractual joint venture contract before the establishment of a contractual joint venture that the foreign party is to take the way as mentioned in Item 3 of Paragraph 1 of Article 44 of the Rules, the Chinese party shall first lodge28 an application with the financial authority pursuant to procedures and submit the letter of guarantee mentioned above. After the application being consented upon examination and verification by the financial authority, it shall be reported to the examination and approval authority for examination and approval in accordance with the provisions of Article 7 of the Rules.

  Where during the operation of the contractual joint venture the foreign party wants to recover its investment ahead of time in the way as stipulated in Item 3 of Paragraph 1 of this Article, the contractual joint venture shall lodge an application with the examination and approval authority pursuant to procedures and submit the letter of guarantee mentioned above. The examination and approval authority shall, in conjunction with the financial authority, examine and verify the application and decide whether or not to approve it within 60 days of receipt of the relevant documents mentioned above.

  If a contractual joint venture needs to accelerate the depreciation of its fixed assets so that the foreign party can recover its investment ahead of time, in addition to observing the provisions of the preceding paragraph, the enterprise shall also, in accordance with the relevant provisions of the Rules for the Implementation of the Income Tax Law of the People's Republic of China for Enterprises with Foreign Investment and Foreign Enterprises, obtain the approval of the State Administration of Taxation29 in advance.

  “The examination and approval authority” as mentioned in this version refers to the Ministry of Foreign Trade and Economic Cooperation or a department authorized30 by the State Council and the local people's governments at the provincial31 level (the competent departments of foreign trade and economic cooperation)。

  “The financial and tax authorities” refer to the financial and tax authorities at the same level as the examination and approval authorities mentioned above.



点击收听单词发音收听单词发音  

1 autonomous DPyyv     
adj.自治的;独立的
参考例句:
  • They proudly declared themselves part of a new autonomous province.他们自豪地宣布成为新自治省的一部分。
  • This is a matter that comes within the jurisdiction of the autonomous region.这件事是属于自治区权限以内的事务。
2 implementation 2awxV     
n.实施,贯彻
参考例句:
  • Implementation of the program is now well underway.这一项目的实施现在行情看好。
3 joint m3lx4     
adj.联合的,共同的;n.关节,接合处;v.连接,贴合
参考例句:
  • I had a bad fall,which put my shoulder out of joint.我重重地摔了一跤,肩膀脫臼了。
  • We wrote a letter in joint names.我们联名写了封信。
4 promulgated a4e9ce715ee72e022795b8072a6e618f     
v.宣扬(某事物)( promulgate的过去式和过去分词 );传播;公布;颁布(法令、新法律等)
参考例句:
  • Hence China has promulgated more than 30 relevant laws, statutes and regulations. 中国为此颁布的法律、法规和规章多达30余项。 来自汉英非文学 - 白皮书
  • The shipping industry promulgated a voluntary code. 航运业对自律守则进行了宣传。 来自辞典例句
5 ministry kD5x2     
n.(政府的)部;牧师
参考例句:
  • They sent a deputation to the ministry to complain.他们派了一个代表团到部里投诉。
  • We probed the Air Ministry statements.我们调查了空军部的记录。
6 negotiation FGWxc     
n.谈判,协商
参考例句:
  • They closed the deal in sugar after a week of negotiation.经过一星期的谈判,他们的食糖生意成交了。
  • The negotiation dragged on until July.谈判一直拖到7月份。
7 attachment POpy1     
n.附属物,附件;依恋;依附
参考例句:
  • She has a great attachment to her sister.她十分依恋她的姐姐。
  • She's on attachment to the Ministry of Defense.她现在隶属于国防部。
8 interpretation P5jxQ     
n.解释,说明,描述;艺术处理
参考例句:
  • His statement admits of one interpretation only.他的话只有一种解释。
  • Analysis and interpretation is a very personal thing.分析与说明是个很主观的事情。
9 implementing be68540dfa000a0fb38be40d32259215     
v.实现( implement的现在分词 );执行;贯彻;使生效
参考例句:
  • -- Implementing a comprehensive drug control strategy. ――实行综合治理的禁毒战略。 来自汉英非文学 - 白皮书
  • He was in no hurry about implementing his unshakable principle. 他并不急于实行他那不可动摇的原则。 来自辞典例句
10 stipulates 5c9afbf42331f6dbc8e7cd0e43b34e17     
n.(尤指在协议或建议中)规定,约定,讲明(条件等)( stipulate的名词复数 );规定,明确要求v.(尤指在协议或建议中)规定,约定,讲明(条件等)( stipulate的第三人称单数 );规定,明确要求
参考例句:
  • The trade contract stipulates for the settlement of balances in RMB. 贸易合同规定余额以人民币结算。 来自《现代汉英综合大词典》
  • The contract stipulates for the use of seasoned timber. 合同上订明用干透的木料。 来自辞典例句
11 attained 1f2c1bee274e81555decf78fe9b16b2f     
(通常经过努力)实现( attain的过去式和过去分词 ); 达到; 获得; 达到(某年龄、水平、状况)
参考例句:
  • She has attained the degree of Master of Arts. 她已获得文学硕士学位。
  • Lu Hsun attained a high position in the republic of letters. 鲁迅在文坛上获得崇高的地位。
12 know-how TxeyA     
n.知识;技术;诀窍
参考例句:
  • He hasn't got the know-how to run a farm.他没有经营农场的专业知识。
  • I don't have much know-how about engines.发动机方面的技术知识我知之甚少。
13 administrative fzDzkc     
adj.行政的,管理的
参考例句:
  • The administrative burden must be lifted from local government.必须解除地方政府的行政负担。
  • He regarded all these administrative details as beneath his notice.他认为行政管理上的这些琐事都不值一顾。
14 stipulated 5203a115be4ee8baf068f04729d1e207     
vt.& vi.规定;约定adj.[法]合同规定的
参考例句:
  • A delivery date is stipulated in the contract. 合同中规定了交货日期。
  • Yes, I think that's what we stipulated. 对呀,我想那是我们所订定的。 来自辞典例句
15 machinery CAdxb     
n.(总称)机械,机器;机构
参考例句:
  • Has the machinery been put up ready for the broadcast?广播器材安装完毕了吗?
  • Machinery ought to be well maintained all the time.机器应该随时注意维护。
16 auxiliary RuKzm     
adj.辅助的,备用的
参考例句:
  • I work in an auxiliary unit.我在一家附属单位工作。
  • The hospital has an auxiliary power system in case of blackout.这家医院装有备用发电系统以防灯火管制。
17 monetary pEkxb     
adj.货币的,钱的;通货的;金融的;财政的
参考例句:
  • The monetary system of some countries used to be based on gold.过去有些国家的货币制度是金本位制的。
  • Education in the wilderness is not a matter of monetary means.荒凉地区的教育不是钱财问题。
18 registration ASKzO     
n.登记,注册,挂号
参考例句:
  • Marriage without registration is not recognized by law.法律不承认未登记的婚姻。
  • What's your registration number?你挂的是几号?
19 expiration bmSxA     
n.终结,期满,呼气,呼出物
参考例句:
  • Can I have your credit card number followed by the expiration date?能告诉我你的信用卡号码和它的到期日吗?
  • This contract shall be terminated on the expiration date.劳动合同期满,即行终止。
20 fixed JsKzzj     
adj.固定的,不变的,准备好的;(计算机)固定的
参考例句:
  • Have you two fixed on a date for the wedding yet?你们俩选定婚期了吗?
  • Once the aim is fixed,we should not change it arbitrarily.目标一旦确定,我们就不应该随意改变。
21 gratis yfWxJ     
adj.免费的
参考例句:
  • David gives the first consultation gratis.戴维免费提供初次咨询。
  • The service was gratis to graduates.这项服务对毕业生是免费的。
22 earnings rrWxJ     
n.工资收人;利润,利益,所得
参考例句:
  • That old man lives on the earnings of his daughter.那个老人靠他女儿的收入维持生活。
  • Last year there was a 20% decrease in his earnings.去年他的收入减少了20%。
23 residual SWcxl     
adj.复播复映追加时间;存留下来的,剩余的
参考例句:
  • There are still a few residual problems with the computer program.电脑程序还有一些残留问题。
  • The resulting residual chromatism is known as secondary spectrum.所得到的剩余色差叫做二次光谱。
24 liquidation E0bxf     
n.清算,停止营业
参考例句:
  • The bankrupt company went into liquidation.这家破产公司停业清盘。
  • He lost all he possessed when his company was put into liquidation.当公司被清算结业时他失去了拥有的一切。
25 repayment repayment     
n.偿还,偿还款;报酬
参考例句:
  • I am entitled to a repayment for the damaged goods.我有权利索取货物损坏赔偿金。
  • The tax authorities have been harrying her for repayment.税务局一直在催她补交税款。
26 depreciation YuTzql     
n.价值低落,贬值,蔑视,贬低
参考例句:
  • She can't bear the depreciation of the enemy.她受不了敌人的蹂躏。
  • They wrote off 500 for depreciation of machinery.他们注销了500镑作为机器折旧费。
27 submission lUVzr     
n.服从,投降;温顺,谦虚;提出
参考例句:
  • The defeated general showed his submission by giving up his sword.战败将军缴剑表示投降。
  • No enemy can frighten us into submission.任何敌人的恐吓都不能使我们屈服。
28 lodge q8nzj     
v.临时住宿,寄宿,寄存,容纳;n.传达室,小旅馆
参考例句:
  • Is there anywhere that I can lodge in the village tonight?村里有我今晚过夜的地方吗?
  • I shall lodge at the inn for two nights.我要在这家小店住两个晚上。
29 taxation tqVwP     
n.征税,税收,税金
参考例句:
  • He made a number of simplifications in the taxation system.他在税制上作了一些简化。
  • The increase of taxation is an important fiscal policy.增税是一项重要的财政政策。
30 authorized jyLzgx     
a.委任的,许可的
参考例句:
  • An administrative order is valid if authorized by a statute.如果一个行政命令得到一个法规的认可那么这个命令就是有效的。
31 provincial Nt8ye     
adj.省的,地方的;n.外省人,乡下人
参考例句:
  • City dwellers think country folk have provincial attitudes.城里人以为乡下人思想迂腐。
  • Two leading cadres came down from the provincial capital yesterday.昨天从省里下来了两位领导干部。
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