中华人民共和国中外合作经营企业法实施细则 RULES FOR THE IMPLEMENTATION OF THE LAW OF THE PEOPLES REPUBLIC OF CHINA ON CHI

to the contractual joint venture；

　　（5） The distribution of earnings or products and the sharing of risks and losses among each party to the contractual joint venture；

　　（6） The composition of the board of directors or the joint management committee of the contractual joint venture and the number of people assigned to be directors or committee members， the powers， and the measures for the appointment and dismissal of the general manager and other high-ranking managers；

　　（7） The major equipment used for production， the productive technology and their source；

　　（8） Marketing arrangements for products sold inside and outside Chinese territory；

　　（9） Plans for revenue and expenditure regarding foreign currency；

　　（10） The period of operation， dissolution and liquidation of the contractual joint venture；

　　（11） Other obligations of the parties to the contractual joint venture and responsibilities for breach of the contract；

　　（12） The operational principles for finance， accounting and auditing；

　　（13） The settlement of disputes between the parties to the contractual joint venture；

　　（14） The procedures for amending the contract of the contractual joint venture.

　　Article 13 The articles of association of the contractual joint venture shall clearly state the following：

　　（1） The name and domicile of the contractual joint venture；

　　（2） The business scope and the period of cooperation of the contractual joint venture；

　　（3） The name， place of registration， domicile of and the name， position and nationality of the legal representatives of each party to the contractual joint venture （where the foreign party is a natural person， his or her name， nationality and domicile）；

　　（4） The total investment sum and the registered capital of the contractual joint venture， the manner and time limit of the investment or the conditions for cooperation provided by each party to the contractual joint venture；

　　（5） The distribution of earnings or products and the sharing of risks and losses among each party of the contractual j

oint venture；

　　（6） The composition， powers and rules of procedure of the board of directors or the joint management committee， the terms of office of directors of the board of directors or members of the joint management committee， the powers of the chairman and vice-chairman of the board of directors， and the director and vice-director of the joint management committee；

　　（7） The establishment， powers and working procedures of management organs， the powers， the measures for appointment and dismissal of the general manager and other high-ranking managers；

　　（8） Provisions relating to such labour management as recruitment， training， work contracts， wages， social insurance， welfare， on-the-job safety and hygiene of the staff members；

　　（9） Systems of finance， accounting and auditing of the contractual joint venture；

　　（10） The procedures for the dissolution and liquidation of the contractual joint venture；

　　（11） The procedures for amending the articles of association of the contractual joint venture.

　　Chapter III Organizational Forms and Registered Capital

　　Article 14 A contractual joint venture which has attained the status in accordance with the law shall be a limited liability company. The parties to the venture shall be liable to the contractual joint venture within the extent of their investment or within their extent of the conditions for cooperation contributed， with the exception of those cases otherwise agreed in the contract.

　　The contractual joint venture is liable for covering the debts of the venture with all its assets.

　　Article 15 The total investment sum in the contractual joint venture means the investment total which need be contributed according to the scale of production and management as stipulated in the contract and the articles of association of the contractual joint venture.

　　Article 16 The registered capital of the contractual joint venture means the total capital contributed by the parties to the contractual joint venture as registered in the administrative organs for industry and commerce for the purpose of establishing the contractual joint venture. The registered capital may be expressed in Renminbi Yuan or in another convertible foreign currency as agreed by the parties to the contractual joint venture.

　　The registered capital of the contractual joint venture may not decrease in the period of cooperation. However， incases where changes occurring in the total investment sum and the scale of production or operation mean that there is a real need to reduce the registered capital， approval must be granted by the authority for examination and approval.

　　Chapter IV Investment or Conditions for Cooperation

　　Article 17 The parties to the contractual joint venture shall provide investment for the venture or conditions for cooperation in accordance with the provisions of the relevant laws or administrative regulations and the agreement in the contract of the contractual joint venture.

　　Article 18 The investment or conditions for cooperation contributed by the parties to the contractual joint venture maybe provided in cash or in kind， including industrial property rights， specialized technology， the right to the use of land or other property rights.

　　In cases where the investment or conditions for cooperation contributed by the Chinese parties are part of the state assets， they shall be valued according to the provisions of the relevant laws and administrative regulations.

　　In cases where the contractual joint venture has attained the status of Chinese legal person in accordance with the law， the investment contributed by foreign parties shall usually not be less than 25% of the registered capital of the contractual joint venture. In cases where the contractual joint venture has not attained the status of Chinese legal person， the specific requirements as to the

investment or conditions contributed by the parties to the contractual joint venture shall be stipulated by the Ministry of Foreign Trade and Economic Cooperation.

　　Article 19 The parties to the contractual joint venture may contribute their own property or property rights as investment or conditions for cooperation， and may not raise mortgages or other forms of guarantee on the contributed investment or conditions for cooperation.

　　Article 20 The parties to the contractual joint venture shall， according to the production and management needs of the contractual joint venture and in accordance with the provisions of the relevant laws or administrative regulations， agree upon within the contract of the contractual joint venture a deadline before which each party shall provide investment or conditions for cooperation in the contractual joint venture.

　　In cases where each party to the contractual joint venture has not provided the investment or conditions for cooperation in the agreement in the contractual joint venture's contract， the administrative authority for industry and commerce shall prescribe a time limit for him to provide； in cases where investment has not been made before the time limit， the authority for examination and approval shall revoke the certificate of approval of the contractual joint venture， and the administrative authority for industry and commerce shall revoke the business licence of the contractual joint venture and shall publicly announce this decision.

　　Article 21 In cases where one party to the contractual joint venture has not provided investment or conditions for cooperation in accordance with the contract of the contractual joint venture， he shall be liable for violating the contract to the other party who has provided investment and conditions for cooperation in accordance with the contract of the contractual joint venture.

　　Article 22 The investments or conditions for cooperation provided by the parties to the contractual joint venture shall be verified by a Chinese certified public accountant who shall provide a verification report. The contractual joint venture shall issue certificates of investment to the parties to the venture on the basis of the report. The certificates of investment shall clearly state the following：

　　（1） The name of the contractual joint venture；

　　（2） The date of establishment of the contractual joint venture；

　　（3） The designation or name of each party to the contractual joint venture；

　　（4） The contents of the investment or conditions for cooperation contributed by the parties to the contractual joint venture；

　　（5） The date on which the parties to the contractual joint venture provided the investment or conditions for cooperation；

　　（6） The serial number and the date of issue of the investment certificate.

　　Copies of the investment certificate shall be submitted to the examination and approval authority and the administrative authority for industry and commerce.

　　Article 23 If the parties to the contractual joint venture transfer all or some of the rights stipulated in the contract of the contractual joint venture to each other， or if one party to the venture transfers all or some of the rights stipulated in the contract to a party other than the other party to the venture， the written consent of the other party must be obtained and submitted to the examination and approval authority for approval.

　　The examination and approval authority shall decide whether or not to grant approval within 30 days of receiving the document regarding th

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