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Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures

[ 2006-01-27 09:54 ]

 

Article 8.
From the gross profit earned by an equity joint venture, after payment of the venture's income tax in accordance with the provisions of the tax laws of the People's Republic of China, deductions shall be made for the reserve fund, the bonus and welfare fund for staff and workers, and the enterprise development fund as stipulated in the articles of association of the venture and the net profit shall be distributed to the parties to the venture in proportion to their respective contributions to the registered capital.
An equity joint venture may enjoy preferential treatment in the form of tax reductions and exemptions in accordance with provisions of state laws and administrative regulations relating to taxation.When a foreign party uses its share of the net profit as reinvestment within the territory of China, it may apply for a refund of part of the income tax already paid.

Article 9.
An equity joint venture shall, on the basis of its business license, open a foreign exchange account with a bank or another financial institution which is permitted by the state foreign exchange control authority to engage in foreign exchange business. Matters concerning the foreign exchange of an equity joint venture shall be handled in conformity with the foreign exchange control regulations of the People's Republic of China. An equity joint venture may, in the course of its business activities, raise funds directly from foreign banks. The various items of insurance of an equity joint venture shall be obtained from insurance companies in the territories of China.

Article 10
.For the raw and processed materials, fuel, auxiliary equipment, etc. needed by an equity joint venture in the approved business scope thereof, shall be purchased in China or on the international market pursuant to the principle of fairness. An equity joint venture shall be encouraged to sell its products outside the territory of China. Export products may be sold on foreign markets by an equity joint venture directly or by entrusted institutions related to it, and they may also be sold through China's foreign trade institutions. The
products of an equity joint venture may also be sold on the Chinese market. When necessary, an equity joint venture may set up branch institutions outside China.

Article 11.
The net profit received by a foreign party after fulfilment of its obligations at law and under the provisions of agreements and contracts, the funds received by it upon the expiration or termination of an equity joint venture as well as other funds may be remitted abroad in accordance with foreign exchange control regulations in the currency stipulated in the joint venture contract. The foreign party shall be encouraged to deposit in the Bank of China the foreign exchange which may be remitted abroad.

Article 12.
The wage income and other legitimate income of foreign staff and workers of an equity joint venture may be remitted abroad in accordance with foreign exchange control regulations after payment of individual income tax under the tax laws of the People's Republic of China.

Article 13.
The term of operation of equity joint ventures may be agreed upon differently according to different lines of business and different circumstances. The term of operation of equity joint ventures engaged in some lines of business shall be fixed while the term of operation of equity joint ventures engaged in other lines of business may or may not be fixed. Where the parties to an equity joint venture with a fixed term of operation agree to extend the term of operation, they shall submit an application to the examination and approval authority not later than six months prior to the expiration of the operation term. The examination and approval authority shall decide, within one month of receipt of the application, to approve or disapprove.

Article 14.
If serious losses are incurred by an equity joint venture, or one party fails to fulfil its obligations under the contract and the Articles of association, or an event of force majeure occurs, etc., the contract may be terminated after consultation and agreement between the parties to the venture, subject to approval by the examination and approval authority and to registration with the state department in charge of administration of industry and commerce. In case of losses caused by breach of contract, economic responsibility shall be borne by the breaching party.

Article 15
.When a dispute arises between the parties to a venture and the board of directors is unable to resolve it through consultation, the dispute shall be settled through conciliation or arbitration conducted by an arbitral institution of China, or through arbitration by another arbitral institution agreed upon by the parties to the venture. The partied to an joint venture may submit the disputes to the People's court, if the parties neither stipulated any arbitrations clause in the joint venture contract nor reach such written arbitration clause after the occurrence of disputes.

Article 16.
This law shall come into force on the date of its promulgation.


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