关于外商投资企业境内投资的暂行规定_法律英语

关于外商投资企业境内投资的暂行规定

文章来源：文章作者：发布时间：2007-06-01 01:17 字体： [大中小]　进入论坛

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对外贸易经济合作部、国家工商行政管理局令[2000]年第6号
(Promulgated on 25 July 2000 and effective as of 1 September 2000.)
颁布日期：20000725 　实施日期：20000901 　颁布单位：对外贸易经济合作部、国家工商行政管理局

　　Article 1　These Regulations have been formulated¹ pursuant to the PRC, Company Law (the "Company Law") and relevant provisions of laws and regulations concerning foreign investment, in order to regulate investment by foreign investment enterprises.

　　Article 2　For the purposes of these Regulations, the phrase "investment within China by foreign investment enterprises" means an act whereby a Sino-foreign equity² joint³ venture, a Sino-foreign cooperative joint venture or a wholly foreign-owned enterprise legally established in China in the form of a limited liability company, or a company limited by shares with foreign investment, invests in and establishes an enterprise in China or purchases the interest of one or more investors⁴ in another enterprise ("Investee⁶ Company") in China in its own name.

　　Investment within China by investment companies invested in and established by foreign business entities⁷ shall be handled in accordance with State laws and regulations on foreign investment and the Establishment of Companies with an Investment Nature by Foreign Investors Tentative Provisions.

　　Joint investment in China by a foreign investor⁵ and a foreign investment enterprise shall be handled in accordance with State laws and regulations on foreign investment. The capital contribution of the foreign investor in such a joint investment shall generally account for not less than 25% of the registered capital of the investee enterprise.

　　Article 3　Investment within China by foreign investment enterprises shall comply with State laws and regulations.

　　Investment within China by foreign investment enterprises shall, mutatis mutandis, be handled in accordance with the Directing of Foreign Investment Tentative Provisions and Foreign Investment Industrial Guidance Catalogue. Foreign investment enterprises may not invest in fields in which foreign investment is prohibited.

　　Article 4　Investee Companies shall take the form of limited liability companies or companies limited by shares.

　　Article 5　Foreign investment enterprises may invest only if they meet the following conditions:

　　1. their registered capital has been fully⁸ paid in;

　　2. they have become profitable; and

　　3. they are operating legally and have no record of illegal operations.

　　Article 6　The aggregate⁹ amount invested domestically by a foreign investment enterprise may not exceed 50% of its net assets; increases in the form of capitalized profits received from the Investee Companies shall not count towards the net assets.

　　Article 7　To invest in and establish a company in the encouraged or permitted category, a foreign investment enterprise shall submit an application and the materials set forth¹⁰ below to the company registration¹¹ authority of the place where the Investee Company is to be located:

　　1. the unanimously adopted resolution of the foreign investment enterprise's board of directors concerning the investment;

　　2. the foreign investment enterprise's approval certificate and business licence (photocopies);

　　3. the capital contribution verification report issued by a statutory capital contribution verification institution attesting¹² to the fact that the registered capital has been fully paid in;

　　4. the foreign investment enterprise's audited¹³ balance sheet;

　　5. documentation proving that the foreign investment enterprise has paid income tax or that it has had its income tax reduced or exempted¹⁴; and

　　6. other materials specified¹⁵ in laws, regulations or rules.

　　Article 8　The company registration authority shall decide whether to grant registration or not pursuant to the relevant provisions of the Company Law and the PRC, Administration of Company Registration Regulations (the "Company Registration Regulations"). Companies granted registration shall be issued a Legal Person Business Licence with the words "Invested in by a foreign investment enterprise" noted¹⁶ in the row for Type of Enterprise ("(Annotated) Business Licence").

　　Article 9　To invest in and establish a company in the restricted category, a foreign investment enterprise shall submit an application and the materials set forth below to the provincial¹⁷ level authority for foreign trade and economic cooperation ("Provincial Level Examination and Approval Authority") of the place where the Investee Company is to be located:

　　1. the materials to be submitted under Article 7 hereof; and

　　2. the articles of association of the Investee Company.

　　The articles of association of the Investee Company shall specify¹⁸ the following matters:

　　(1) the name and domicile of the company;

　　(2) the company's scope of business and the ratio of domestic sales to exports of its products;

　　(3) the company's registered capital;

　　(4) the names of the investors;

　　(5) the rights and obligations of the investors;

　　(6) the investors' methods of capital contribution and capital contribution amounts;

　　(7) the conditions for the assignment of the investors' contributions;

　　(8) the company's organizations and their method of constitution, their functions and powers and their rules of procedure;

　　(9) the company's legal representative;

　　(10) the grounds for dissolution and method of liquidation¹⁹ of the company; and

　　(11) other matters that the investors consider necessary to specify.

　　The investors shall sign their names and affix²⁰ their seals to the company's articles of association.

　　Article 10　After receipt of the aforementioned application, the Provincial Level Examination and Approval Authority shall, in accordance with the scope of business of the Investee Company, seek the opinion of the industry administration authority at the same level or at State level.

　　The Provincial Level Examination and Approval Authority shall issue a written official reply within 10 days of its receipt of the opinion of the industry administration authority at the same level or at State level as to whether or not it agrees.

　　Article 11　If the official reply from the Provincial Level Examination and Approval Authority to the foreign investment enterprise states that it agrees, the foreign investment enterprise shall apply for registration of establishment to the company registration authority of the place where the Investee Company is to be located, on the strength of the written official reply.

　　The company registration authority shall decide whether to grant registration or not pursuant to the relevant provisions of the Company Registration Regulations. Companies granted registration shall be issued an (Annotated) Business Licence.

　　Article 12　Within 30 days of the date of establishment of the Investee Company, the foreign investment enterprise shall report the same to its original examination and approval authority for the record. The documents filed shall include:

　　1. a record-filing form for investment by an foreign investment enterprise;

　　2. the business licence (photocopy) of the Investee Company; and

　　3. if the scope of business of the Investee Company involves a field in the restricted category, the official reply by which the Provincial Level Examination and Approval Authority agreed to the establishment of the Investee Company shall also be submitted.

　　Article 13　If the foreign investment enterprise invests its fixed²¹ assets, thereby²² changing the original scale of its operations or the content of its business, it shall apply to, and obtain the consent of, its original examination and approval authority before making the investment.

　　The original examination and approval authority shall give its reply within 15 days of the date of receipt of the application; failure to issue the reply within the time limit shall be construed²³ as consent.

　　If its original examination and approval authority does not give its consent, the foreign investment enterprise may appeal to its higher level examination and approval authority or the Ministry²⁴ of Foreign Trade and Economic Cooperation (MOFTEC). The examination and approval authority at the higher level or MOFTEC shall issue a written reply to the foreign investment enterprise within 30 days of the date of receiving the appeal.

　　Article 14　If a company established pursuant to Articles 7 and 8 hereof modifies its scope of business and such modification²⁵ involves a field in the restricted category, the matter shall be handled in accordance with the procedure set forth in Articles 9 and 10 hereof and the company shall apply to its original company registration authority for amendment²⁶ of registration.

　　Article 15　If a foreign investment enterprise purchases equity of another investor in the Investee Company and the scope of business of the Investee Company falls within the encouraged or permitted category, the Investee Company shall submit the materials stipulated²⁷ in Article 7 hereof to the original company registration authority and apply for amendment of registration in accordance with relevant regulations such as the Company Registration Regulations.

　　If the scope of business of the Investee Company involves a field in the restricted category, the foreign investment enterprise shall, after carrying out the procedures set forth in Articles 9 and 10 hereof, apply to the original company registration authority for amendment of registration in accordance with relevant regulations such as the Company Registration Regulations, etc., on the strength of the official reply in which the Provincial Level Examination and Approval Authority stated its agreement.

　　If the Investee Company is a foreign investment enterprise, matters shall be handled in accordance with the Changes in Equity Interest of Investors in Foreign Investment Enterprises Several Provisions.

　　Article 16　If a foreign investment enterprise invests in a company in Central or Western China and foreign investment accounts for not less than 25% of the registered capital of the Investee Company, the Investee Company shall be eligible²⁸ for treatment as a foreign investment enterprise.

　　Article 17　If the Investee Company is eligible for treatment as a foreign investment enterprise, an application therefor shall be made to the Provincial Level Examination and Approval Authority of the place where the Investee Company is to be located, in accordance with the procedures for the establishment of foreign investment enterprises. The applicant²⁹ shall submit the following materials:

　　1. the materials to be submitted under Article 7 hereof;

　　2. the name and domicile of the Investee Company;

　　3. the contract for investment in, and the articles of association of, the Investee Company; and

　　4. if the scope of business of the Investee Company involves a field in the restricted category, the project proposal and feasibility study for the establishment of the Investee Company shall also be submitted.

　　If the Investee Company is treated as a foreign investment enterprise and an investor assigns its equity therein, the applicant shall submit the relevant agreement for the assignment of the investor's equity, in addition to the materials enumerated³⁰ in the preceding paragraph, to the Provincial Level Examination and Approval Authority of the place where the Investee Company is located.

　　Article 18　If the Provincial Level Examination and Approval Authority confirms that the investment of the foreign investment enterprise complies with relevant State laws and regulations and that foreign investment accounts for not less than 25% of the registered capital of the Investee Company, it shall issue the applicant an approval document and an Approval Certificate for a Foreign Investment Enterprise with the words "Invested in by a foreign investment enterprise" noted thereon.

　　If the scope of business of the Investee Company involves a field in the restricted category, the Provincial Level Examination and Approval Authority shall seek the opinion of the relevant industry administration authority in accordance with Article 10 hereof before giving its approval.

　　Article 19　The applicant shall apply for registration to the company registration authority of the place where the Investee Company is to be located on the strength of the Approval Certificate for a Foreign Investment Enterprise.

　　If the scope of business of the Investee Company does not involve a field in the restricted category, matters shall be handled in accordance with Article 7 hereof.

　　Article 20　Investee Companies that are located in Central or Western China shall be eligible for the treatment accorded to foreign investment enterprises as provided for in State laws and regulations on the strength of their Approval Certificates for a Foreign Investment Enterprise and (Annotated) Business Licences.

　　Article 21　If the total amount of investment of a Investee Company that is located in Central or Western China exceeds the examination and approval limit of the examination and approval authority of the province, autonomous³¹ region or municipality directly under the central government in which it is to be located, the application shall be submitted to MOFTEC for its examination and approval.

　　Article 22　If a Investee Company is a foreign investment enterprise that falls into a special category or industry and, as such, is expressly required by laws, regulations or government department rules to be examined and approved by MOFTEC, the Provincial Level Examination and Approval Authority shall forward the relevant application materials to MOFTEC for its examination and approval. MOFTEC shall decide whether to grant its approval or not pursuant to the relevant laws, regulations or government department rules.

　　Article 23　Enterprises in which foreign investment enterprises have an equity participation³² and which were established pursuant to the relevant regulations before the promulgation³³ hereof shall be eligible for treatment as foreign investment enterprises upon carrying out the relevant procedures with reference to these Provisions, provided that they satisfy the requirements hereof.

　　Article 24　MOFTEC and the State Administration for Industry and Commerce shall be in charge of interpreting these Provisions.

　　Article 25　These Provisions shall be implemented³⁴ as of 1 September 2000.

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收听单词发音

1 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》

2 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。

3 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。

4 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

5 investor
n.投资者，投资人
参考例句：
My nephew is a cautious investor.我侄子是个小心谨慎的投资者。 The investor believes that his investment will pay off handsomely soon.这个投资者相信他的投资不久会有相当大的收益。

6 investee
n.接受投资者
参考例句：
Our investee banks are now well against the challenges ahead.受资助银行如今可以很好地防范未来的挑战。 Besides selecting technological ventures for investment,the venture capital firms provide management advice to the investee companies.除甄选适宜投资的科技开发项目外，创业资金公司也为获得投资的公司提供管理意

7 entities
实体对像；实体，独立存在体，实际存在物( entity的名词复数 )
参考例句：
Our newspaper and our printing business form separate corporate entities. 我们的报纸和印刷业形成相对独立的企业实体。 The North American continent is made up of three great structural entities. 北美大陆是由三个构造单元组成的。

8 fully
adv.完全地，全部地，彻底地；充分地
参考例句：
The doctor asked me to breathe in,then to breathe out fully.医生让我先吸气，然后全部呼出。 They soon became fully integrated into the local community.他们很快就完全融入了当地人的圈子。

9 aggregate
adj.总计的，集合的；n.总数；v.合计；集合
参考例句：
The football team had a low goal aggregate last season.这支足球队上个赛季的进球总数很少。 The money collected will aggregate a thousand dollars.进帐总额将达一千美元。

10 forth
adv.向前；向外，往外
参考例句：
The wind moved the trees gently back and forth.风吹得树轻轻地来回摇晃。 He gave forth a series of works in rapid succession.他很快连续发表了一系列的作品。

11 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？

12 attesting
v.证明( attest的现在分词 )；证实；声称…属实；使宣誓
参考例句：
Thus, a word of God, giving his own authoritative promise of redemption, must be self-attesting. 因此，上帝的话-将祂自己权威性的救赎应许赐给了人-必须是自证的。来自互联网 There might be a letter in your file attesting to your energetic and imaginative teaching. 可能我会写封信证明你生动而充满想象力的教学。来自互联网

13 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

14 exempted
使免除[豁免]( exempt的过去式和过去分词 )
参考例句：
His bad eyesight exempted him from military service. 他因视力不好而免服兵役。 Her illness exempted her from the examination. 她因病而免试。

15 specified
adj.特定的
参考例句：
The architect specified oak for the wood trim. 那位建筑师指定用橡木做木饰条。 It is generated by some specified means. 这是由某些未加说明的方法产生的。

16 noted
adj.著名的，知名的
参考例句：
The local hotel is noted for its good table.当地的那家酒店以餐食精美而著称。 Jim is noted for arriving late for work.吉姆上班迟到出了名。

17 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。

18 specify
vt.指定，详细说明
参考例句：
We should specify a time and a place for the meeting.我们应指定会议的时间和地点。 Please specify what you will do.请你详述一下你将做什么。

19 liquidation
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。

20 affix
n.附件，附录 vt.附贴，盖(章)，签署
参考例句：
Please affix your signature to the document. 请你在这个文件上签字。 Complete the form and affix four tokens to its back. 填完该表，在背面贴上4张凭券。

21 fixed
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。

22 thereby
adv.因此，从而
参考例句：
I have never been to that city,,ereby I don't know much about it.我从未去过那座城市，因此对它不怎么熟悉。 He became a British citizen,thereby gaining the right to vote.他成了英国公民，因而得到了投票权。

23 construed
v.解释（陈述、行为等）( construe的过去式和过去分词 )；翻译，作句法分析
参考例句：
He considered how the remark was to be construed. 他考虑这话该如何理解。 They construed her silence as meaning that she agreed. 他们把她的沉默解释为表示赞同。来自《简明英汉词典》

24 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。

25 modification
n.修改，改进，缓和，减轻
参考例句：
The law,in its present form,is unjust;it needs modification.现行的法律是不公正的，它需要修改。 The design requires considerable modification.这个设计需要作大的修改。

26 amendment
n.改正，修正，改善，修正案
参考例句：
The amendment was rejected by 207 voters to 143.这项修正案以207票对143票被否决。 The Opposition has tabled an amendment to the bill.反对党已经就该议案提交了一项修正条款。

27 stipulated
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

28 eligible
adj.有条件被选中的；(尤指婚姻等)合适(意)的
参考例句：
He is an eligible young man.他是一个合格的年轻人。 Helen married an eligible bachelor.海伦嫁给了一个中意的单身汉。

29 applicant
n.申请人，求职者，请求者
参考例句：
He was the hundredth applicant for the job. 他是第100个申请这项工作的人。 In my estimation, the applicant is well qualified for this job. 据我看, 这位应征者完全具备这项工作的条件。

30 enumerated
v.列举，枚举，数( enumerate的过去式和过去分词 )
参考例句：
A spokesperson enumerated the strikers' demands. 发言人列数罢工者的要求。来自《简明英汉词典》 He enumerated the capitals of the 50 states. 他列举了50个州的首府。来自《现代汉英综合大词典》

31 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。

32 participation
n.参与，参加，分享
参考例句：
Some of the magic tricks called for audience participation.有些魔术要求有观众的参与。 The scheme aims to encourage increased participation in sporting activities.这个方案旨在鼓励大众更多地参与体育活动。

33 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

34 implemented
v.实现( implement的过去式和过去分词 )；执行；贯彻；使生效
参考例句：
This agreement, if not implemented, is a mere scrap of paper. 这个协定如不执行只不过是一纸空文。来自《现代汉英综合大词典》 The economy is in danger of collapse unless far-reaching reforms are implemented. 如果不实施影响深远的改革，经济就面临崩溃的危险。来自辞典例句

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