外商投资商业企业试点办法 Experimental Measures for Foreign-f_法律英语

外商投资商业企业试点办法 Experimental Measures for Foreign-f

文章来源：文章作者：发布时间：2007-05-29 03:13 字体： [大中小]　进入论坛

(单词翻译:双击或拖选)

(Approved by the State Council on June 17, 1999, promulgated¹ by Decree No. 12 of the State Economic and Trade Commission and the Ministry² of Foreign Trade and Economic Cooperation on June 25, 1999)
颁布日期：19990625 　实施日期：19990625 　颁布单位：国务院

　　Article 1 These Measure are formulated³ in accordance with such laws and regulations as the Law of the People's Republic of China's on Chinese and Foreign Equity⁴ Joint⁵ ventures and the Law of the People's Republic of China on Chinese and Foreign Cooperative Joint Ventures in order to deepen the opening-up policy, promote the revolution and development of commercial enterprises, propel the building of domestic market and ensure the healthy and orderly implementation⁶ of pilots that widen commercial field and employ foreign investment.

　　Article 2 These Measures apply to equity or cooperative commercial enterprises established by foreign and Chinese companies, enterprises within China (hereinafter referred to as jointly⁷-operated commercial enterprises). The establishment of commercial enterprises wholly funded by foreigners is not allowed temporarily.

　　Article 3 The jointly-operated commercial enterprises must adapt to the commercial development plans of the cities where they are located, be able to introduce the advanced marketing⁸ and managing experience in the globe, stimulate⁹ the modernization¹⁰ of domestic commerce, propel the export of domestic products, and bring economic and social benefits.

　　Article 4 The areas in which jointly-operated commercial enterprises may be established shall be prescribed by the State Council, presently they are confined to provincial¹¹ capitals, capitals of autonomous¹² regions, municipalities directly under the Central Government, cities separately listed on the State plan and special economic zone (hereinafter referred to as pilot areas).

　　Article 5 The investors¹³ of jointly-operated commercial enterprises must conform to the following conditions:

　　(1) foreign operators or the major ones of foreign operators in the jointly-operated commercial enterprises (hereinafter referred to as foreign operators) shall be enterprises that possess comparatively strong economic power, advanced marketing skills and managing experiences, wide international marketing network, good reputation and remarkable¹⁴ operating achievement and the capability¹⁵ of propelling the export of China's products through the established jointly-operated commercial enterprises.

　　Foreign operators who apply to establish retail¹⁶-oriented jointly operated commercial enterprises shall possess an average sale of more than 2 billion US Dollars three years before application and asset of more than 0.2 billion US Dollars one year before application.

　　Foreign operators who apply to establish wholesale¹⁷-oriented jointly-operated commercial enterprises shall possess an average wholesale volume of more than 2.5 billion US Dollars 3 years before application and asset of more than 0.3 billion US Dollars one year before application.

　　(2) The Chinese operators or the major ones of Chinese operators (hereinafter referred to as Chinese operators) shall be current enterprises that possess comparatively strong economic power and operating capacity. Their asset shall be more than 50 million RMB (30 million RMB in the middle and western areas) one year before application. If Chinese operators are commercial enterprises, the average sale of the three years before application shall be more than 0.3 billion RMB (0.2 billion in the middle and western areas); if they are foreign trade enterprises, the average self-operated import and export volume three years before application shall be more than 50 million US Dollars (the export volume shall be no less than 30 million US Dollars).

　　Article 6 Jointly-operated commercial enterprises must conform to the following conditions:

　　(1) conform to the relevant Chinese laws, regulations and provisions;

　　(2) conform to commercial development plans of the cities where they are located;

　　(3) the registered asset of retail-oriented jointly-operated commercial enterprises shall not be less than 50 million RMB, that of those in middle and western areas shall not be less than 30 million RMB; the registered asset of wholesale-oriented commercial enterprises shall not be less than 80 million RMB, that of those in middle and western areas shall not be less than 60 million RMB.

　　(4) if the jointly-operated commercial enterprises have the operation of more than 3 chain stores (except the grocery store for people's convenience, professional stores and exclusive stores), Chinese operators shall offer a proportion of more than 51% of the total capital; if the jointly-operated commercial enterprises are in good operating condition, the foreign operators have purchased a large quantity of domestic products and there is a possibility to take the advantage of foreign operators' international marketing network to promote the export of domestic products, foreign operators can hold the share after the approval of the State Council.

　　Chinese operators shall provide no less than 35% of the total capital in the jointly-operated commercial enterprises with no more than three branch stores (including three) as well as in grocery store for people's convenience, professional stores and exclusive stores which are in chain operation.

　　In the wholesale oriented jointly-operated commercial enterprises (including retail enterprises engaged in wholesale business simultaneously), Chinese operators must offer a proportion of more than 51% of the total capital.

　　(5) the branch store of the jointly-operated commercial enterprises are confined to the concatenate¹⁸ form that foreign and Chinese operators both invest and operate directly. Other concatenate forms such as free chains or concessionary chains are prohibited temporarily.

　　(6) the operating period shall not exceed 10 years, 40 years for the middle and western areas.

　　Article 7 Under the condition that foreign operators contract with jointly-operated commercial enterprises concerning the use of trademark¹⁹ and trade name and technological²⁰ transfer, the related expenses that foreign operators collect shall not exceed 0.3% of the enterprise's sale volume of the year and the limited period for collection is 10 years.

　　Article 8 Jointly-operated commercial enterprises shall be established according to the following procedure:

　　Chinese operators shall submit feasibility reports (fungible of project propositions) and relevant documents to economic and trade commissions (economic commissions, planning and economic commissions, the same in the following part) in the pilot areas, which in conjunction with the competent domestic trade departments shall report to the State Economic and Trade Commission according to the prescribed procedures. The State Economic and Trade Commission shall examine and approve the reports after consulting the Ministry of Foreign Trade and Economic Cooperation.

　　After the feasibility reports (fungible of project propositions) have been approved, the foreign trade and economy departments in the pilot areas shall submit the contracts and articles of associations to the Ministry of Foreign Trade and Economic Cooperation according to the prescribed procedures, which shall examine and approve the contracts and articles of associations.

　　Jointly-operated commercial enterprises which have been approved shall, within one month since the date of receiving the approval certificate, register with the State Administration of Industry and Commerce on the strength of the Approval Certificate for Foreign-funded Enterprises issued by the State Administration of Industry and Commerce.

　　Article 9 To establish jointly-operated commercial enterprises, the following documents shall be submitted:

　　I.the declaring document on the study of feasibility

　　(1)the feasibility report compiled by all operators (fungible of project proposition);

　　(2)bank's certification on property and credit, certificate of registration²¹ (photocopy²²), legal representative certificate (photocopy) of all operators;

　　(3)all operators' annual asset and liability table, profit and loss table of the recent three years audited²³ by accounting²⁴ agency;

　　(4)(if Chinese operator makes investment with State-owned property) the confirmation²⁵ document of State-owned property managing departments on the assessing report concerning Chinese operator's investing State-owned property;

　　(5) the species of merchandises that the planned jointly-operated commercial enterprises will operate;

　　(6) other related documents.

　　II.the declaring documents concerning contract and articles of association

　　1.the declaring documents on the study of feasibility and the approving documents thereof;

　　2.contracts and articles of association of the planned jointly-operated commercial enterprises signed by accredited²⁶ representatives of all operative parties;

　　3.list of import and export merchandises;

　　4.the members of the board of directors of the planned jointly-operated commercial enterprises and the accreditation²⁷ of directors from all parties;

　　5.the notice of the approval of enterprise's appellation²⁸ provided by the State Administration of Industry and Commerce;

　　6.other related documents.

　　The documents mentioned above refer to formal documents except those marked with "photocopy". Non-legal representatives shall show the accreditation provided by legal representatives in order to sign the documents.

　　Article 10 If State-owned circulation enterprises invest to establish jointly-operated commercial enterprises, the assessing setups accredited by State-owned property management departments shall make scientific and righteous assessment²⁹ on the tangible³⁰ and intangible property invested in the light of the Measures on the Management of Assessment of State-owned Property. The assessment result serves as the foundation for evaluating State-owned property after the confirmation of State-owned property management departments at or above province level.

　　Article 11 If the established jointly-operated commercial enterprises expect to involve wholesale business, establish branch stores or replace the cooperative party, the Ministry of Foreign Trade and Economic Cooperation shall conduct examination and approval after consulting the State Economic and Trade Commission; other changes of the established jointly-operated commercial enterprises shall be examined and approved by the original examining and approving organ according to the current provisions concerning foreign investment. Jointly operated commercial enterprises shall submit the following documents:

　　(1) application report;

　　(2) the report on enterprise's operating situation;

　　(3) the report on the property evaluation³¹;

　　(4) the report and certification on the enterprise's export situation;

　　(5) related decisions of the board of directors;

　　(6) agreement on the revision of contract and provision;

　　(7) other related documents.

　　The enterprise shall register with the State Administration of Industry and Commerce and undergo the procedures of revision within one month since the date when the revised contract and articles of association are approved.

　　Article 12 The operation scopes of jointly-operated commercial enterprises are:

　　1. the operation scopes of retail-oriented jointly-operated commercial enterprises are:

　　(1) commercial retail operation (including sell on a commission basis or sell by mail);

　　(2) organize the export business of domestic products;

　　(3) export and import business of its own merchandises;

　　(4) the related matching services.

　　2.the operation scopes of wholesale-oriented jointly-operated commercial enterprises are:

　　wholesale of domestic and self-operated import merchandises within China, organizing the export of domestic products.

　　Article 13 Retail-engaged jointly-operated commercial enterprises can also operate wholesale business.

　　Article 14 Jointly-operated commercial enterprises are prohibited form engaging in acting³² business of export and import .

　　Article 15 Jointly-operated commercial enterprises, operating merchandises on which the State has special provisions as well as those export and import merchandises with quota³³ and license³⁴ involved, shall undergo examining and approving procedure according to related provisions of the State.

　　The annual import volume of the jointly operated commercial enterprise shall not exceed 30% of its annual selling volume.

　　Article 16 Jointly-operated commercial enterprises shall conform to laws and regulations of the People's Republic of China and subject themselves to the jurisdiction³⁵ of China's laws and regulations. Their normal operating activities and lawful³⁶ rights and interests are protected by China's laws and regulations.

　　If the activities of jointly operated commercial enterprises violate laws or regulations of China, the enterprises shall be punished in accordance with the relevant laws and regulations of China.

　　Article 17 These Measure shall be strictly³⁷ followed in the establishment of jointly-operated commercial enterprises at all localities. The Sate³⁸ Economic and Trade Commission, the Ministry of Foreign Trade and Economic Cooperation, the State Administration of Industry and Commerce shall investigate and deal with those acts violating these Measure. All local economic and trade commissions, foreign trade and economic department and related departments shall investigate the pilots timely, summarize experience earnestly and solve the problems appropriately.

　　Article 18 The State Economic and Trade Commission, the Ministry Foreign Trade and Economic Cooperation, the State Administration of Industry and Commerce or their authorized³⁹ organs shall conduct supervision⁴⁰ and administration on the foreign-funded jointly-operated commercial enterprises in accordance with law.

　　Article 19 The establishment of jointly-operated commercial enterprises in the mainland of China by investors from Hong Kong Special Administrative⁴¹ Region, Macao and Taiwan shall be deal with in accordance with these Measures.

　　Article 20 The State Economic and Trade Commission and the Ministry of Foreign Trade and Economic Cooperation are responsible for the interpretation⁴² of these Measure.

　　Article 21 These Measure take effect as of the date of promulgation⁴³.

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收听单词发音

1 promulgated
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

2 ministry
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。

3 formulated
v.构想出( formulate的过去式和过去分词 )；规划；确切地阐述；用公式表示
参考例句：
He claims that the writer never consciously formulated his own theoretical position. 他声称该作家从未有意识地阐明他自己的理论见解。来自《简明英汉词典》 This idea can be formulated in two different ways. 这个意思可以有两种说法。来自《现代汉英综合大词典》

4 equity
n.公正，公平，（无固定利息的）股票
参考例句：
They shared the work of the house with equity.他们公平地分担家务。 To capture his equity,Murphy must either sell or refinance.要获得资产净值，墨菲必须出售或者重新融资。

5 joint
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。

6 implementation
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。

7 jointly
ad.联合地，共同地
参考例句：
Tenants are jointly and severally liable for payment of the rent. 租金由承租人共同且分别承担。 She owns the house jointly with her husband. 她和丈夫共同拥有这所房子。

8 marketing
n.行销，在市场的买卖，买东西
参考例句：
They are developing marketing network.他们正在发展销售网络。 He often goes marketing.他经常去市场做生意。

9 stimulate
vt.刺激，使兴奋；激励，使…振奋
参考例句：
Your encouragement will stimulate me to further efforts.你的鼓励会激发我进一步努力。 Success will stimulate the people for fresh efforts.成功能鼓舞人们去作新的努力。

10 modernization
n.现代化，现代化的事物
参考例句：
This will help us achieve modernization.这有助于我们实现现代化。 The Chinese people are sure to realize the modernization of their country.中国人民必将实现国家现代化。

11 provincial
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。

12 autonomous
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。

13 investors
n.投资者，出资者( investor的名词复数 )
参考例句：
a con man who bilked investors out of millions of dollars 诈取投资者几百万元的骗子 a cash bonanza for investors 投资者的赚钱机会

14 remarkable
adj.显著的，异常的，非凡的，值得注意的
参考例句：
She has made remarkable headway in her writing skills.她在写作技巧方面有了长足进步。 These cars are remarkable for the quietness of their engines.这些汽车因发动机没有噪音而不同凡响。

15 capability
n.能力；才能；(pl)可发展的能力或特性等
参考例句：
She has the capability to become a very fine actress.她有潜力成为杰出演员。 Organizing a whole department is beyond his capability.组织整个部门是他能力以外的事。

16 retail
v./n.零售；adv.以零售价格
参考例句：
In this shop they retail tobacco and sweets.这家铺子零售香烟和糖果。 These shoes retail at 10 yuan a pair.这些鞋子零卖10元一双。

17 wholesale
n.批发；adv.以批发方式；vt.批发，成批出售
参考例句：
The retail dealer buys at wholesale and sells at retail.零售商批发购进货物，以零售价卖出。 Such shoes usually wholesale for much less.这种鞋批发出售通常要便宜得多。

18 concatenate
v.连结，连锁
参考例句：
Do not concatenate user input before you validate it.验证前请勿连接用户输入。 I might want to do more than simply concatenate the values.我可能想做很多事情，而不仅仅是串联一些值。

19 trademark
n.商标；特征；vt.注册的…商标
参考例句：
The trademark is registered on the book of the Patent Office.该商标已在专利局登记注册。 The trademark of the pen was changed.这钢笔的商标改了。

20 technological
adj.技术的；工艺的
参考例句：
A successful company must keep up with the pace of technological change.一家成功的公司必须得跟上技术变革的步伐。 Today,the pace of life is increasing with technological advancements.当今，随着科技进步，生活节奏不断增快。

21 registration
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？

22 photocopy
n.影印本；v.影印
参考例句：
The original reproduces clearly in a photocopy.原件复印得十分清晰。 What's wrong with the photocopy machine?复印机出了什么问题？

23 audited
v.审计，查账( audit的过去式和过去分词 )
参考例句：
The accounts have to be audited by a firm of external auditors. 这些账目必须由一家外聘审计员的公司来稽查。来自《简明英汉词典》 E. g. few if any charities collection publishes audited accounts. 例如很少义款收集有公布经过查核的帐目。来自互联网

24 accounting
n.会计，会计学，借贷对照表
参考例句：
A job fell vacant in the accounting department.财会部出现了一个空缺。 There's an accounting error in this entry.这笔账目里有差错。

25 confirmation
n.证实，确认，批准
参考例句：
We are waiting for confirmation of the news.我们正在等待证实那个消息。 We need confirmation in writing before we can send your order out.给你们发送订购的货物之前，我们需要书面确认。

26 accredited
adj.可接受的；可信任的；公认的；质量合格的v.相信( accredit的过去式和过去分词 )；委托；委任；把…归结于
参考例句：
The discovery of distillation is usually accredited to the Arabs of the 11th century. 通常认为，蒸馏法是阿拉伯人在11世纪发明的。 Only accredited journalists were allowed entry. 只有正式认可的记者才获准入内。

27 accreditation
n.委派，信赖，鉴定合格
参考例句：
a letter of accreditation 一份合格证明书 This paper gives an overview of the Verification, Validation and Accreditation (VV&A) in High Level Architecture(HLA). 对基于高层体系结构(High Level Architecture,简称HLA)的仿真系统的校核、验证与确认(Verification, Validation and Accreditation,简称VV&A)问题进行了详细的介绍及分析。来自互联网

28 appellation
n.名称，称呼
参考例句：
The emperor of Russia Peter I was given the appellation " the Great ".俄皇彼得一世被加上了“大帝”的称号。 Kinsfolk appellation is the kinfolks system reflection in language.亲属称谓是亲属制度在语言中的反应。

29 assessment
n.评价；评估；对财产的估价，被估定的金额
参考例句：
This is a very perceptive assessment of the situation.这是一个对该情况的极富洞察力的评价。 What is your assessment of the situation?你对时局的看法如何？

30 tangible
adj.有形的，可触摸的，确凿的，实际的
参考例句：
The policy has not yet brought any tangible benefits.这项政策还没有带来任何实质性的好处。 There is no tangible proof.没有确凿的证据。

31 evaluation
n.估价，评价；赋值
参考例句：
I attempted an honest evaluation of my own life.我试图如实地评价我自己的一生。 The new scheme is still under evaluation.新方案还在评估阶段。

32 acting
n.演戏，行为，假装；adj.代理的，临时的，演出用的
参考例句：
Ignore her,she's just acting.别理她，她只是假装的。 During the seventies,her acting career was in eclipse.在七十年代，她的表演生涯黯然失色。

33 quota
n.（生产、进出口等的）配额，（移民的）限额
参考例句：
A restricted import quota was set for meat products.肉类产品设定了进口配额。 He overfulfilled his production quota for two months running.他一连两个月超额完成生产指标。

34 license
n.执照，许可证，特许；v.许可，特许
参考例句：
The foreign guest has a license on the person.这个外国客人随身携带执照。 The driver was arrested for having false license plates on his car.司机由于使用假车牌而被捕。

35 jurisdiction
n.司法权，审判权，管辖权，控制权
参考例句：
It doesn't lie within my jurisdiction to set you free.我无权将你释放。 Changzhou is under the jurisdiction of Jiangsu Province.常州隶属江苏省。

36 lawful
adj.法律许可的，守法的，合法的
参考例句：
It is not lawful to park in front of a hydrant.在消火栓前停车是不合法的。 We don't recognised him to be the lawful heir.我们不承认他为合法继承人。

37 strictly
adv.严厉地，严格地；严密地
参考例句：
His doctor is dieting him strictly.他的医生严格规定他的饮食。 The guests were seated strictly in order of precedence.客人严格按照地位高低就座。

38 sate
v.使充分满足
参考例句：
Nothing could sate the careerist's greed for power.什么也满足不了这个野心家的权力欲。 I am sate with opera after listening to it for a whole weekend.听了整整一个周末的歌剧，我觉得腻了。

39 authorized
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。

40 supervision
n.监督，管理
参考例句：
The work was done under my supervision.这项工作是在我的监督之下完成的。 The old man's will was executed under the personal supervision of the lawyer.老人的遗嘱是在律师的亲自监督下执行的。

41 administrative
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。

42 interpretation
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。

43 promulgation
n.颁布
参考例句：
The new law comes into force from the day of its promulgation. 新法律自公布之日起生效。来自《简明英汉词典》 Article 118 These Regulations shall come into effect from the day of their promulgation. 第一百一十八条本条例自公布之日起实施。来自经济法规部分

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