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Approved by the First Session of the Seventh National People's
Congress on April 13, 1988, revised in accordance with the Decision to
Revise the Law of the People's Republic of China on Sino-Foreign
Cooperative Enterprises made at the 18th meeting of the Standing Committee
of the Ninth National People's Congress on October 31, 2000, promulgated
by Order No.41 of the President of the People's Republic of China
to go into effect on the day of promulgation
Article 1 This Law is formulated to expand economic cooperation and technological
exchanges with other countries, help foreign enterprises and other economic
organizations or individuals (hereinafter referred to as foreign cooperators)
to establish Sino-foreign cooperative enterprises (hereinafter referred
to as cooperative enterprises) in the People's Republic of China
with enterprises or other economic organizations of the People's
Republic of China (hereinafter referred to as the Chinese cooperators)
in accordance with the principle of equality and mutual benefit.
Article 2 When establishing cooperative enterprises, the Chinese and
foreign cooperators shall, in accordance with the regulations of this
Law, set the investment or cooperation conditions, the distribution of
the profits or products, the share of risks and losses, the method of
management, the ownership of the properties of the enterprises when the
cooperation ceases and other issues covered in the cooperative enterprise
contracts.
Cooperative enterprises that conform to the regulations of Chinese laws
on the qualification of legal persons may acquire the status of Chinese
legal persons.
Article 3 The state protects, in accordance with law, the lawful rights
and interests of cooperative enterprises and Sino-foreign cooperators.
The cooperative enterprises shall obey the provisions of laws and regulations
of China, and shall not harm the social or public interests of China.
The relevant organs of the state will implement supervision over the
cooperative enterprises in accordance with law.
Article 4 The state encourages the establishment of product export and
high-tech production cooperative enterprises.
Article 5 When establishing a cooperative enterprise, the cooperators
shall submit the agreement, contract, articles of association and other
documents signed by the two parties to the department in charge of foreign
economic relations and trade of the State Council or other organs or local
governments authorized by the State Council (hereinafter referred to as
the examination and approval organs). The examination and approval organs
shall, within 45 days after receiving the application, decide whether
to approve or reject it.
Article 6 After an application for establishing a cooperative enterprise
is approved, the enterprises shall apply for registration at the relevant
industrial and commercial administrative organ, and receive a business
license within 30 days after receiving the approval certificate. The date
when the business license of a cooperative enterprise is issued is the
date the enterprise is established.
The cooperative enterprises shall conduct tax registration with the taxation
organs within 30 days after their establishment.
Article 7 Any important changes in the cooperative contracts, discussed
and agreed by all the Chinese and foreign parties involved, shall be reported
to the examination and approval organs for approval; if the changes concern
legal industrial and commercial registration items or tax items, the enterprises
shall register such changes with the industrial and commercial administrative
and taxation organs.
Article 8 The investment or cooperative conditions supplied by the Sino-foreign
cooperators can be cash, material objects, land-use rights, industrial
property rights, non-patent technology or other property rights.
Article 9 The Chinese and foreign cooperators shall carry out their obligations,
providing investment in full and cooperation conditions in time, in accordance
with the provisions of laws and regulations, and the agreements in the
cooperative enterprise contracts. If the obligations are not carried out
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