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(Adopted at the 49th Executive Meeting of the State Council
on December 5, 2001, promulgated by Decree No. 333 of the State
Council of the People’s Republic of China on December 11, 2001 and
effective as of January 1, 2002)

 

Article 1 These Provisions are formulated in
accordance with laws and administrative regulations on foreign
investment and the Regulations of the People’s Republic of China on
Telecommunications (hereinafter referred to as the Regulations on
Telecommunications) to meet the needs for the opening up to the
outside world of the telecommunications industry and promote the
development of telecommunications industry.

 

Article 2 Foreign-invested telecommunications
enterprises mean the enterprises providing telecommunications
services which are established according to law with joint
investment and in the form of Chinese-foreign joint ventures by
foreign and Chinese investors within the territory of the People’s
Republic of China.

 

Article 3 In addition
to abiding by these Provisions, foreign-invested telecommunications
enterprises providing telecommunications services shall abide by
the Regulations on Telecommunications and other relevant laws and
administrative regulations.

 

Article 4 Foreign-invested telecommunications
enterprises may operate the basic telecommunications services and
value-added telecommunications services. The service categorization
shall be governed by the Regulations on Telecommunications.

 

The business geographical coverage for the foreign-invested
telecommunications enterprises shall be determined by the competent
information industry department of the State Council in accordance
with the relevant provisions.

 

Article 5 The registered capital of a
foreign-invested telecommunications enterprise shall comply with
the following provisions:

 

(1) The minimum registered capital shall be RMB 2 billion yuan
for providing basic telecommunications services throughout the
country or across different provinces, autonomous regions and
municipalities directly under the Central Government, or shall be
RMB 10 million yuan for providing value-added telecommunications
services;

 

(2) The minimum registered capital shall be RMB 200 million yuan
for providing basic telecommunications services within a province,
an autonomous region or a municipality directly under the Central
Government, or shall be RMB 1 million yuan for providing
value-added telecommunications services.

 

Article 6 The proportion of foreign investment
in a foreign-invested telecommunications enterprise providing basic
telecommunications services (excluding radio paging) shall not
exceed 49% in the end.

 

The proportion of foreign investment in a foreign invested
telecommunications enterprise providing value-added
telecommunications services (including radio paging in basic
telecommunications services) shall not exceed 50% in the end.

 

The proportion of the investment made by Chinese and foreign
investors to a foreign-invested telecommunications enterprise in
different phases shall be determined by the competent information
industry department of the State Council in accordance with the
relevant provisions.

 

Article 7 In addition
to the conditions specified in Articles 4, 5 and 6 of these
Provisions, a foreign-invested telecommunications enterprise
providing telecommunications services shall also comply with the
conditions specified in the Regulations on Telecommunications on
the provision of basic or value-added telecommunications
services.

 

Article 8 The major Chinese investor of a
foreign-invested telecommunications enterprise providing basic
telecommunications services shall meet the following
conditions:

 

(1) being a legally established company;

 

(2) having the funds and professionals commensurate with its
business operation; and

 

(3) complying with due diligence and the requirements for
special industry provided for by the competent information industry
department of the State Council.

 

The major Chinese investor of a foreign-invested
telecommunications enterprise referred to in the preceding
paragraph means the largest investor whose investment amount is the
largest among all the Chinese investors and constitutes 30% or more
of the total Chinese investment.

 

Article 9 The major foreign investor of a
foreign-invested telecommunications enterprise providing basic
telecommunications services shall meet the following
conditions:

 

(1) being qualified as an enterprise legal person;

 

(2) having obtained the license for providing basic
telecommunications services from the registration country or
region;

 

(3) having the funds and professionals commensurate with its
business operation; and

 

(4) having a good performance record and experiences in
providing basic telecommunications services.

 

The major foreign investor of a foreign-invested
telecommunications enterprise referred to in the preceding
paragraph means the largest investor whose investment amount is the
largest among all the foreign investors and constitutes 30% or more
of the total investment made by all the foreign investors.

 

Article 10 The major foreign investor in a
foreign-invested telecommunications enterprise providing
value-added telecommunications services shall have a good
performance record and experiences in providing value-added
telecommunications services.

 

Article 11 To establish a foreign-invested
telecommunications enterprise providing basic telecommunications
services or providing value-added telecommunications services
across different provinces, autonomous regions and municipalities
directly under the Central Government, the major Chinese investor
shall make an application to the competent information industry
department of the State Council and submit the following
documents:

 

(1) the project proposal;

 

(2) the feasibility study report;

 

(3) the certificates or relevant confirmation documents
certifying the qualifications of the investors from each party to
the joint venture as provided for in Articles 8, 9 and 10 of these
Provisions; and

 

(4) the certificates or confirmation documents certifying the
satisfaction of other conditions provided for in the Regulations on
Telecommunications on the provision of basic telecommunications and
value-added telecommunications services.

 

The competent information industry department of the State
Council shall examine the documents provided for in the preceding
paragraph from the date of receipt of the application. The
examination of the application for the provision of basic
telecommunications services shall be completed within 180 days and
a decision of approval or disapproval be made; the examination of
the application for the provision of value-added telecommunication
services shall be completed within 90 days and a decision of
approval or disapproval be made; if it is approved, the Examination
Opinions on Foreign Investment in Telecommunications Services
Provision shall be issued; if it is not approved, the applicant
shall be notified in writing with the reasons therefor stated.

 

Article 12 To establish a foreign-invested
telecommunications enterprise providing basic telecommunications
services or value-added telecommunications services across
different provinces, autonomous regions and municipalities directly
under the Central Government, the major Chinese investor, in making
an application according to Article 11 of these Provisions, may, in
light of the actual situations, first submit the documents other
than the feasibility study report, upon the examination,
confirmation and being notified in writing by the competent
information industry department of the State Council, then submit
the feasibility study report. However, the period from the date of
notice to the submission of the feasibility study report shall not
exceed one year, and such period shall not be included in the
examination period specified.

 

Article 13 To establish a foreign-invested
telecommunications enterprise providing value-added
telecommunications services within a province, autonomous region
and municipality directly under the Central Government, the major
Chinese investor shall make an application to the local
telecommunications administration department of the province,
autonomous region or municipality directly under the Central
Government and submit the following documents:

 

(1) the feasibility study report;

 

(2) the certificates or relevant confirmation documents
certifying qualifications as provided for in Article 10 of these
Provisions; and

 

(3) the certificates or confirmation documents certifying the
satisfaction of other conditions provided for in the Regulations on
Telecommunications on the provision of value-added
telecommunications services.

 

The telecommunications administration department of the
province, autonomous region or municipality directly under the
Central Government shall give its comments within 60 days from the
date of receipt of the application. If it is assented to, the
application shall be forwarded to the competent information
industry department of the State Council; if it is not assented to,
the applicant shall be notified in writing with the reasons
therefor stated.

 

The competent information industry department of the State
Council shall complete examination within 30 days from the date of
receipt of application documents with comments signed by the
telecommunications administration department of the province,
autonomous region or municipality directly under the Central
Government and make a decision of approval or disapproval; if it is
approved, the Examination Opinions on Foreign Investment in
Telecommunications Services Provision shall be issued; if it is not
approved, the applicant shall be notified in writing with the
reasons therefor stated.

 

Article 14 The main contents of the project
proposal for a foreign-invested telecommunications enterprise shall
include: the names and basic situations of the parties to the joint
venture, the total volume of investment to the enterprise to be
established, the registered capital, the proportions of investment
contributions by the parties, the types of services to be applied
for and the period for the joint venture.

 

The main contents of the feasibility study report for a
foreign-invested telecommunications enterprise shall include: the
basic situations of the enterprise to be established, service
items, business forecast and development planning, analysis on the
return of investment and the expected time for the commencement of
operation.

 

Article 15 Where the investment project of the
establishment of a foreign-invested telecommunications enterprise
requires the examination and approval by the competent planning
department or the comprehensive economy administration department
of the State Council according to the relevant provisions of the
State, the competent information industry department of the State
Council shall transfer the application materials for examination
and approval to the competent planning department or the
comprehensive economy administration department of the State
Council before issuing the Examination Opinions on Foreign
Investment in Telecommunications Services Provision. Where the
application is transferred for examination and approval to the
competent planning department or the comprehensive economy
administration department of the State Council, the examination
period specified in Articles 11 and 13 may be extended for 30
days.

 

Article 16 To establish a foreign-invested
telecommunications enterprise providing basic telecommunications
services or providing value-added telecommunications services
across different provinces, autonomous regions and municipalities
directly under the Central Government, the major Chinese investor
shall submit the contract and articles of association of the
enterprise to be established to the competent foreign trade and
economic cooperation department of the State Council on the
strength of the Examination Opinions on the Foreign Investment in
Telecommunications Services Provision; to establish a
foreign-invested telecommunications enterprise providing
value-added telecommunications services within a province,
autonomous region or municipality directly under the Central
Government, the major Chinese investor shall submit the contract
and articles of association of the enterprise to be established to
the competent foreign trade and economic cooperation department of
the relevant province, autonomous region or municipality directly
under the Central Government on the strength of Examination
Opinions on Foreign Investment Telecommunications Services
Provision.

 

The competent foreign trade and economic cooperation department
of the State Council or the competent foreign trade and economic
cooperation department of the province, autonomous region or
municipality directly under the Central Government shall complete
examination within 90 days from the date of receipt of the contract
and articles of association of the foreign-invested
telecommunications enterprise to be established and make a decision
of approval or disapproval. If it is approved, an Approval
Certificate for Foreign-invested Enterprise shall be issued; if it
is not approved, the applicant shall be notified in writing with
the reasons therefor stated.

 

Article 17 The major Chinese investor shall
undertake the formalities with regard to License for the
Telecommunications Services Provision at the competent information
industry department of the State Council on the strength of the
Approval Certificate for Foreign-invested Enterprise.

 

The major Chinese investor of the foreign-invested
telecommunications enterprise shall, on the strength of the
Approval Certificate for Foreign-invested Enterprise and the
License for Telecommunications Services Provision, undertake the
formalities for registration at the department for industry and
commerce administration.

 

Article 18 To provide trans-boundary
telecommunications services, the foreign-invested
telecommunications enterprise must obtain approval from the
competent information industry department of the State Council and
provide the services through the international entry and exit
gateway agency the establishment of which has been approved by the
competent information industry department of the State Council.

 

Article 19 In case of
violation of Article 6 of these Provisions, the competent
information industry department of the State Council shall order to
make corrections within the specified time limit and concurrently
impose a fine of not less than 100,000 yuan but not more than
500,000 yuan; if no corrections are made within the specified time
limit, the License for Telecommunications Services Provision shall
be revoked by the competent information industry department of the
State Council and the Approval Certificate for Foreign-invested
Enterprise shall be withdrawn by the competent foreign trade and
economic cooperation department which has issued the
Certificate.

 

Article 20 In case of
violation of Article 18 of these Provisions, the competent
information industry department of the State Council shall order to
make corrections within the specified time limit and concurrently
impose a fine of not less than 200,000 yuan but not more than
1,000,000 yuan; if no corrections are made within the specified
time limit, the License for Telecommunications Services Provision
shall be revoked by the competent information industry department
of the State Council and the Approval Certificate for
Foreign-invested Enterprise shall be withdrawn by the competent
foreign trade and economic cooperation department which has issued
the Certificate.

 

Article 21 Where false or forged certificates
or confirmation documents certifying qualification are provided to
obtain approval in applying for the establishment a
foreign-invested telecommunications enterprise, the approval shall
be invalid, and the competent information industry department of
the State Council shall impose a fine of not less than 200,000 yuan
but not more than 1,000,000 yuan, revoke the License for
Telecommunications Services Provision and the competent foreign
trade and economic cooperation department which has issued the
Approval Certificate for Foreign-invested Enterprise shall withdraw
the Certificate.

 

Article 22 Where a foreign-invested
telecommunications enterprise violates the Regulations on
Telecommunications or other laws and regulations in providing
telecommunication services, it shall be punished by the relevant
organs according to law.

 

Article 23 Listings overseas by domestic
telecommunications enterprises must be subject to examination of
and consent from the competent information industry department of
the State Council and be approved in accordance with the relevant
provisions of the State.

 

Article 24 These Provisions shall apply mutatis
mutandis to the investment into and provision of telecommunications
services in Chinese mainland by the companies and enterprises from
the Hong Kong Special Administrative Region, the Macao Special
Administrative Region and Taiwan region.

 

Article 25 These Provisions shall be effective
as of January 1, 2002.

 

(State Council)

 

(Adopted at the Second Session of the Fifth National People’s
Congress on July 1, 1979 and promulgated by Order No.7 of the
Chairman of the Standing Committee of the National People’s
Congress on July 8, 1979; amended according to the Decision on
Amending the Law of the People’s Republic of China on
Chinese-Foreign Equity Joint Ventures made at the Third Session of
the Seventh National People’s Congress on April 4, 1990, and
amended for the second time according to the Decision on Amendment
to the Law of the People’s Republic of China on Chinese-Foreign
Equity Joint Ventures adopted at the Fourth Session of the Ninth
National People’s Congress on March 15, 2001) 

 

Article 1  With a view to expanding international economic
cooperation and technological exchange, the People’s Republic of
China permits foreign companies, enterprises, other economic
organizations or individuals (hereinafter referred to as “foreign
joint venturers”) to establish equity joint ventures together with
Chinese companies, enterprises or other economic organizations
(hereinafter referred to as “Chinese joint venturers”) within the
territory of the People’s Republic of China, on the principle of
equality and mutual benefit, and subject to approval by the Chinese
Government. 

 

Article 2  The Chinese Government protects, according to
law, the investment of foreign joint ventures, the profits due them
and their other lawful rights and interests in an equity joint
venture, pursuant to the agreement, contract and articles of
association approved by the Chinese Government. 

 

In its activities, an equity joint venture shall comply with the
provisions of the laws and regulations of the People’s Republic of
China. 

 

The State shall not nationalize or requisition any equity joint
venture. Under special circumstances, when public interests
require, equity joint ventures may be requisitioned by following
legal procedures and appropriate compensation shall be
made. 

 

Article 3  The equity joint venture agreement, contract and
articles of association signed by the parties to the venture shall
be submitted to the State’s competent department in charge of
foreign economic relations and trade (hereinafter referred to as
the examination and approval authorities) for examination and
approval. The examination and approval authorities shall decide to
approve or disapprove the venture within three months. When
approved, the equity joint venture shall register with the State’s
competent department in charge of industry and commerce
administration, acquire a business license and start operations.
 

 

Article 4  An equity joint venture shall take the form of a
limited liability company. 

 

The proportion of the foreign joint venturer’s investment in an
equity joint venture shall be, in general, not less than 25 percent
of its registered capital. 

 

The parties to the venture shall share the profits, risks and
losses in proportion to their contributions to the registered
capital. 

 

If any of the joint venturers wishes to assign its registered
capital, it must obtain the consent of the other parties to the
venture. 

 

Article 5  The parties to an equity joint venture may make
their investment in cash, in kind or in industrial property rights,
etc. 

 

The technology and equipment contributed by a foreign joint
venturer as its investment must be really advanced technology and
equipment that suit China’s needs. In case of losses caused by a
foreign joint venturer in its practising deception through the
intentional provision of outdated technology and equipment, it
shall compensate for the losses. 

 

A Chinese joint venturer’s investment may include the right to
the use of a site provided for the equity joint venture during the
period of its operation. If the right to the use of the site is not
taken as a part of the Chinese joint venturer’s investment, the
equity joint venture shall pay the Chinese Government for its
use. 

 

The above-mentioned investments shall be specified in the
contract and articles of association of the equity joint venture,
and their value (excluding that of the site) shall be assessed by
all parties to the venture. 

 

Article 6  An equity joint venture shall have a board of
directors; the number of the directors thereof from each party and
the composition of the board shall be stipulated in the contract
and articles of association after consultation among the parties to
the venture; such directors shall be appointed and replaced by the
relevant parties. The chairman and the vice-chairman
(vice-chairmen) shall be determined through consultation by the
parties to the venture or elected by the board of directors. If the
Chinese side or the foreign side assumes the office of the
chairman, the other side shall assume the office(s) of the
vice-chairman (vice-chairmen). The board of directors shall decide
on important issues concerning the joint venture on the principle
of equality and mutual benefit. 

 

The functions and powers of the board of directors are, as
stipulated in the articles of association of the equity joint
venture, to discuss and decide all major issues concerning the
venture, namely, the venture’s development plans, proposals for
production and business operations, the budget for revenues and
expenditures, the distribution of profits, the plans concerning
manpower and wages, the termination of business, and the
appointment or employment of the general manager, the vice-general
manager(s), the chief engineer, the treasurer and the auditors, as
well as the determination of their functions, powers and terms of
employment, etc. 

 

The offices of general manager and vice-general manager(s) (or
factory manager and deputy manager(s)) shall be assumed by the
respective parties to the venture. 

 

The employment, discharge, remuneration, welfare benefits,
occupational protection, labor insurance and other matters of the
workers and staff members of an equity joint venture shall be
stipulated in accordance with law in the contract concluded by the
parties. 

 

Article 7  The workers and staff members of an equity joint
venture shall, in accordance with law, establish a trade union to
carry out trade union activities and safeguard their lawful rights
and interests.  

 

The equity joint venture shall provide the necessary conditions
for the trade union to conduct activities. 

 

Article 8  The net profit of an equity joint venture shall
be distributed among the parties to the venture in proportion to
their respective contributions to the registered capital, after
payment out of its gross profit of the equity joint venture income
tax, pursuant to the provisions of the tax laws of the People’s
Republic of China, and after deductions from the gross profit of a
reserve fund, a bonus and welfare fund for workers and staff
members and a venture expansion fund, as stipulated in the
venture’s articles of association. 

 

An equity joint venture may, in accordance with the provisions
of the relevant laws and administrative regulations of the State on
taxation, enjoy preferential treatment of tax reductions or
exemptions. 

 

A foreign joint venturer that reinvests its share of the net
profit within Chinese territory may apply for a partial refund of
the income tax already paid. 

 

Article 9  An equity joint venture shall, on the strength
of its business license, open a foreign exchange account with a
bank or any other financial institution which is permitted by the
State agency for foreign exchange control to handle foreign
exchange transactions. 

 

An equity joint venture shall handle its foreign exchange
transactions in accordance with the regulations on foreign exchange
control of the People’s Republic of China. 

 

An equity joint venture may, in its business operations,
directly raise funds from foreign banks. 

 

The various kinds of insurance coverage of an equity joint
venture shall be furnished by insurance companies established
within the territory of China. 

 

Article 10  An equity joint venture may, in adherence to
the principles of fairness and rationality, purchase on both the
Chinese and the world market the raw and semi-processed materials,
fuels and other materials it needs within the approved scope of
operation. 

 

An equity joint venture shall be encouraged to market its
products outside China. It may sell its export products on foreign
markets directly or through associated agencies or China’s foreign
trade agencies. Its products may also be sold on the Chinese
market. 

 

When necessary, an equity joint venture may set up branches and
subbranches outside China. 

 

Article 11  The net profit which a foreign joint venturer
receives as its share after performing its obligations under the
laws, and the agreements or the contract, the funds it receives
upon the expiration of the venture’s term of operation or the
suspension thereof, and its other funds may be remitted abroad in
accordance with foreign exchange control regulations and in the
currency or currencies specified in the contract concerning the
equity joint venture. 

 

A foreign joint venturer shall be encouraged to deposit in the
Bank of China the foreign exchange which it is entitled to remit
abroad. 

 

Article 12  The wages, salaries or other legitimate income
earned by a foreign worker or staff member of an equity joint
venture, after payment of the individual income tax under the tax
laws of the People’s Republic of China, may be remitted abroad in
accordance with foreign exchange control regulations. 

 

Article 13  Based on different lines of trade and different
circumstances, arrangements for the duration of equity joint
ventures may be made differently through agreement by the parties
to the venture. Equity joint ventures engaged in certain lines of
trade shall specify their duration in the contracts, while equity
joint ventures engaged in certain other lines of trade may choose
to or not to specify their duration in the contracts. Where an
equity joint venture has had its duration specified and the parties
to the venture agree to extend the duration, the venture shall file
an application for the purpose with the examination and approval
authorities six months before its expiration. The examination and
approval authorities shall, within one month after receipt of the
application, decide on its approval or disapproval. 

 

Article 14  In case of heavy losses, or failure of a party
to perform its obligations under the contract and the articles of
association, or force majeure, etc., the parties to the joint
venture may, subject to their agreement through consultation,
approval of their report by the examination and approval
authorities and registration with the State’s competent department
in charge of industry and commerce administration, terminate the
contract. In case of losses caused by a breach of contract, the
party that has breached the contract shall bear the economic
responsibilities. 

 

Article 15  Disputes arising between the parties to an
equity joint venture which the board of directors has failed to
settle through consultation may be settled through conciliation or
arbitration by an arbitration agency of China or through
arbitration by another arbitration agency agreed upon by the
parties. 

 

Where the parties to an equity joint venture fail to stipulate
an arbitration clause in the contract or does not reach a written
arbitration agreement afterwards, they may bring a lawsuit to the
People’s Court. 

 

Article 16  This Law shall go into effect as of the date of
promulgation.

 

(Legislative Affairs Commission of the Standing Committee of the
National People’s Congress)

 

Chapter I General Provisions

Article 1 This Law is formulated in accordance with the
Constitution of the People’s Republic of China in order to meet the
needs of establishing a modern enterprise system, to standardize
the organization and activities of companies, to protect the
legitimate rights and interests of companies, shareholders and
creditors, to maintain social and economic order and to promote the
development of the socialist market economy.

Article 2 The term “company” mentioned in this Law refers to a
limited liability company or a joint stock limited company
incorporated within the territory of the People’s Republic of China
in accordance with this Law…

Full Text

 

Chapter I General Provisions

Article 1 The present Law is formulated for the purpose of
regulating the issuance and transaction of securities, protecting
the lawful rights and interests of investors, safeguarding the
economic order and public interests of the society and promoting
the growth of the socialist market economy.

Article 2 The present Law shall be applied to the issuance and
transaction of stocks, corporate bonds as well as any other
securities as lawfully recognized by the State Council within the
territory of the People’s Republic of China. Where there is no such
provision in the present Law, the provisions of the Corporation Law
of the People’s Republic of China and other relevant laws and
administrative regulations shall be applied. Any listed trading of
government bonds and share of securities investment funds shall be
governed by the present Law. Where there is any special provision
in any other law or administrative regulation, the special
provision shall prevail. The measures for the administration of
issuance and transaction of securities derivatives shall be
prescribed by the State Council according to the principles of the
present Law.

Article 3 The issuance and transaction of securities shall
adhere to the principles of openness, fairness and
impartiality.

Article 4 The parties involved in any issuance or transaction of
securities shall have equal legal status and shall persist in the
principles of free will, compensation and integrity and
creditworthy…

Full Text

Adopted at the 4th Meeting of the Standing Committee of the
Sixth National People’s Congress on March 12,1984 Amended in
accordance with the Decision of the Standing Committee of the
Seventh National People’s Congress on Amending the Patent Law of
the People’s Republic of China at its 27th Meeting on September
4,1992. Amended again in accordance with the Decision of the
Standing Committee of the Ninth National People’s Congress on
Amending the Patent Law of the People’s Republic of China adopted
at its 17th Meeting on August 25, 2000

Contents

Chapter I General Provisions

Chapter II Requirements for Grant of Patent Right

Chapter III Application for Patent

Chapter IV Examination and Approval of Application for
Patent

Chapter V Duration, Cessation and Invalidation of Patent
Right

Chapter VI Compulsory License for Exploitation of Patent

Chapter VII Protection of Patent Right

Chapter VIII Supplementary Provisions

Full Text