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

rovisions.

　　Chapter VII Distribution of Earnings and Recovery of Investments

　　Article 43 The Chinese and foreign parties may distribute the earnings by distributing the profit， distributing the products or by other means as decided through consultation by all parties to the contractual joint venture.

　　Where earnings are distributed through the method of distributing the product or other methods， the amount of tax to be paid shall be calculated in accordance with the relevant regulations of the tax law.

　　Article 44 Where it has been agreed upon by the Chinese and foreign parties in the contract of the contractual joint venture that upon the expiration of the period of the venture's operation all the fixed assets of the contractual joint venture shall be returned gratis to the Chinese party， the foreign party may， in the period of the venture's operation， apply to recover the investment ahead of time in the following ways：

　　（1） On the basis of distribution according to the investment or conditions for cooperation provided， it may be agreed in the contract of the contractual joint venture to increase the foreign party's proportion in the distribution of earnings；

　　（2） Upon examination and approval of the financial and tax authorities in accordance with the relevant state tax provisions， the foreign party may recover its investment prior to the payment of income tax；

　　（3） Other methods of recovering investment which have been approved by the financial and tax authorities and the examination and approval authorities.

　　If the foreign party is to recover its investment ahead of time during the period of the venture's operation according to the provisions of the preceding paragraph， the Chinese and foreign parties shall be liable for the debts of the contractual joint venture as stipulated in the relevant law and agreed upon in the contract of the contractual joint venture.

　　Article 45 The foreign party who， in accordance with the provisions of Items （2） and （3） of Article 44 of these Rules， is applying to recover its investment ahead of time shall clearly state the total investment sum which it wishes to recover ahead of time， the time schedule and the method of recovery. When the application has been examined and approved by the financial and tax authorities， it shall be submitted to the examination and approval authorities for examination and approval.

　　T

he foreign party may not recover its investment before losses incurred by the contractual joint venture are recompensed.

　　Article 46 The contractual joint venture shall employ an certified public accountant in China to check the accounts and verify them in accordance with the relevant state regulations. Each party to the contractual joint venture may， together with the other parties or by itself， entrust an certified public accountant in China to check the accounts. The accountants' fees shall be paid by the party by whom he is employed.

　　Chapter VIII Period of Operation and Dissolution

　　Article 47 The period of operation of a contractual joint venture shall be determined by the Chinese and foreign parties through consultation， and shall be clearly specified in the contract of the contractual joint venture.

　　Where the parties to the contractual joint venture agree through consultation to extend the period of operation of the contractual joint venture after the expiration of its period of operation， they shall apply to the examination and approval authority 180 days prior to the expiration of the venture's term， explaining the conditions of implementation of the existing contract of the contractual joint venture and the reason for extending the venture's term， and shall submit an agreement reached between all parties to the venture on such matters as the rights and obligations of each party. The examination and approval authority shall decide whether or not to grant approval within 30 days of receiving the application.

　　Where approval is granted to extend the period of operation， the contractual joint venture shall apply to the administrative authority for industry and commerce to alter the registration on the basis of the document of approval. The extended period of operation shall be calculated as of the first day after the expiration of the operation period.

　　Where it has been agreed upon in the contract of the contractual joint venture that the foreign party may recover its investment ahead of time and the investment has already been recovered， the operation period of the contractual joint venture may not be extended； however， where the foreign party increases its investment， as agreed by all the parties through consultation， they may apply to the examination and approval authority to extend the period of operation in accordance with Paragraph 2 of this Article.

　　Article 48 The contractual joint venture may dissolve in any of the following situations：

　　（1） The expiration of the operation period；

　　（2） The contractual joint venture is incurring serious losses， or suffering from serious losses due to circumstances beyond their control， and is unable to continue to operate；

　　（3） One or more of the Chinese or foreign parties do not perform the obligations stipulated in the contract or the articles of association of the contractual joint venture， which causes the venture to be unable to continue to operate；

　　（4） Other causes for dissolving the venture exist， which are stipulated as thus in the contract or the articles of association of the contractual joint venture；

　　（5） The contractual joint venture is closed down for violating laws or administrative regulations in accordance with the law.

　　Where the situations listed in Items （2） and （4） of the preceding paragraph occur， the board of directors or the joint management committee of the contractual joint venture shall come to a decision and shall submit it to the examination and approval authority for approval. Where the situations listed in Item （3） of the preceding paragraph occur， the Chinese or foreign party or parties who do not perform the obligations stipulated in the contract or the articles of association of the venture shall be held liable to other parties who are carrying out the contract for compensating them for losses resulting thereof； one party or th

e parties carrying out the contract have the right to apply to the examination and approval authority to dissolve the contractual joint venture.

　　Article 49 The liquidation of the contractual joint venture shall be dealt with according to the provisions of the contractor the articles of association of the contractual joint venture.

　　Chapter IX Special Provisions for Contractual Joint Ventures which have not Attained the Status of Legal Person

　　Article 50 Contractual joint ventures which have not attained the status of legal person and the parties to such venture shall be liable for civil responsibility according to the relevant provisions of Chinese civil law.

　　Article 51 Contractual joint ventures which have not attained the status of legal person shall register the investments or conditions for cooperation provided by the parties to the venture with the administrative authority for industry and commerce.

　　Article 52 The investments or conditions for cooperation provided by the parties to a contractual joint venture which has not attained the status of legal person shall be owned by the respective parties. Where all parties to the contractual joint venture are in agreement， these may be co-owned by all parties， or part of them may be owned by respective parties while other parts may be co-owned. The properties accumulated during the operation of the contractual joint venture belong to all parties to the venture.

　　The investment or conditions for cooperation provided by the parties to the contractual joint venture which has not attained the status of legal person shall be managed and used by the whole venture. One single party may not dispose of the properties without the authorized consent of the other parties.

　　Article 53 A contractual joint venture which has not attained the status of legal person may have a joint management committee. The committee shall be made up of representatives appointed by the parties to the venture and shall represent the respective parties in co-managing the venture.

　　The joint management committee shall make all the major decisions concerning the contractual joint venture.

　　Article 54 A contractual joint venture which has not attained the status of legal person must set up joint account books at the place where the venture is located； the parties to the venture must set up their own respective account books.

　　Chapter X Supplementary Provisions

　　Article 55 Chinese law shall apply to the conclusion， validity， explanation， performance and dispute settlement of the contract of the contractual joint venture.

　　Article 56 Provisions of the relevant laws and administrative regulations shall apply to matters which are not specified in these Rules including finance， accounting， auditing， foreign currency， tax， labor management， trade unions and other matters.

　　Article 57 Any company， enterprise or other economic organization or individual from Hong Kong， Macao or Taiwan regions or any Chinese citizen living abroad who wishes to establish a contractual joint venture shall go through the procedures with reference to these Rules.

　　Article 58 These Rules shall come into force as of the date of promulgation

┨网页设计特效库┠ http://www。z┗co⊙l。com/网页特效/