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1、中华人民共和国中外合资经营企业法英文版中华人民共和国中外合资经营企业法英文版(Adopted on July 1, 1979 at the Second Session of the Fifth National Peoples Congress, and amended pursuant to the “Decision onAmendment of The Law of the Peoples Republic of China on Chinese-Foreign Equity Joint Ventures“ passed on April 4, 1990 at the Third Se
2、ssion of the Seventh National Peoples Congress.)Article 1 The Peoples Republic of China, in order to expand international economic cooperation and technological exchange, permits foreign companies, enterprises and other economic organizations or individuals (hereinafter referred to as the “foreign p
3、arty“) to jointly establish and operate equity joint ventures within the territory of the Peoples Republic of China with Chinese companies, enterprises or other economic organizations (hereinafter referred to as the “Chinese party“)based on the principle of equality and mutual benefit, and upon the
4、approval of the Chinese Government.Article 2 The Chinese Government shall protect in accordance with law the investments of the foreign party, the profits due to it and its other lawful rights and interests in an equity joint venture under the agreement, contract and articles of association approved
5、 by the Chinese Government.All the activities of an equity joint venture shall comply with the provisions of the laws, decrees and relevant rules and regulations of the Peoples Republic of China.The State will not nationalize or expropriate equity joint ventures; under special circumstances, based o
6、n the requirements of social and public interests, equity joint ventures may be expropriated in accordance with legal procedures, and corresponding compensation shall be provided.Article 3 The agreement, contract and articles of association of an equity joint venture signed by the parties to the ven
7、ture shall be submitted to the State department in charge of foreign economic relations and trade (hereinafter referred to as “the examination and approval authority“)for examination and approval. The examination and approval authority shall decide within 3 months to approve or disapprove. After an
8、equity joint venture has been approved, it shall register with the State department in charge of administration of industry and commerce,obtain its business licence, and commence business operations.Article 4 The form of an equity joint venture shall be a limited liability company.The proportion of
9、the foreign partys contribution to the registered capital of an equity joint venture shall in general not be less than 25 per cent.The parties to the venture shall share profits and bear risks and losses in proportion to their respective contributions to the registered capital.The transfer of a part
10、ys contribution to the registered capital must be agreed upon by each party to the venture.Article 5 The parties to an equity joint venture may make their investments in cash, in kind, in industrial property rights, etc.The technology and equipment contributed by a foreign party as its investment mu
11、st be advanced technology and equipment which is truly suited to the needs of China. In case of losses caused by deception through the intentional provision of outdated technology and equipment, compensation shall be paid for such losses.The investment of a Chinese party may include providing the ri
12、ght to use a site during the term of operation of the equity joint venture. If the right to use a site is not a part of the investment by a Chinese party, the venture shall pay the Chinese Government a fee for its use.The various investments mentioned above shall be specified in the contract and art
13、icles of association of the equity joint venture, and the value of each contribution (except for the site) shall be appraised and determined through discussions between the parties to the venture.Article 6 An equity joint venture shall establish a board of directors with a size and composition stipu
14、lated in the contract and the articles of association after consultation between the parties to the venture;and each party to the venture shall appoint and replace its own director(s).The chairman and the vice-chairman of the board shall be determined through consultation between the parties to the
15、venture or elected by the board. Where a director appointed by the Chinese party or the foreign party serves as chairman, a director appointed by the other party shall serve as vice-chairman. The board of directors shall decide important issues concerning the equity joint venture based on the princi
16、ple of equality and mutual benefit.The function and powers of the board of directors shall be to discuss and decide, pursuant to the provisions of the articles of association of the equity joint venture, all important issues concerning the venture, namely: the development plan of the enterprise, production and business programs, the budget, distribution of profits, plans concerning labor and wages, the termination of business, and the appointment or hiring of the general manager, the d
