中华人民共和国外资企业法实施细则（二）

measures for the administration of trade union outlay， as formulated by the All-China Federation of Trade Unions.

　　Chapter XII Term of Operations， Termination and Liquidation

　　Article 73 The term of operations of a foreign-capital enterprise

shall be proposed by the foreign investor in the written application for the establishment of the enterprise in the light of the specific conditions of different enterprises， and shall be subjected to the approval by the examining and approving organ.

　　Article 74 The term of operations of a foreign-capital enterprise shall be calculated from the day when the business licence is issued.

　　In the event that the term of operations of a foreign-capital enterprise has to be extended upon its expiration， the enterprise shall， 180 days before the expiration of the term of operations， file an application for the extension of the term of operations with the examining and approving organ. The examining and approving organ shall， within 30 days from the day of receiving the application， determine whether to approve or disapprove the extension.

　　The foreign-capital enterprise shall， after obtaining the approval for an extension of its term of operations and within 30 days of receiving the approval for the extension， go through the procedure for the change of registration with the administrative department for industry and commerce.

　　Article 75 A foreign-capital enterprise that falls under one of the Following circumstances shall terminate its business operations：

　　（1） the term of operations expires；

　　（2） the foreign investor decides to dissolve it because of poor operation and management resulting in serious losses；

　　（3） business cannot be carried on because of heavy losses as a result of natural disasters， wars or other force majeure；

　　（4） bankruptcy；

　　（5） disbanded by law because it has violated Chinese laws and regulations or jeopardized social and public interests；

　　（6） other causes for dissolution， as stipulated in the enterprise's articles of association， have occurred.

　　If a foreign-capital enterprise falls under any of the circumstances as stipulated in Items （2）， （3） and （4） of the preceding paragraph， it shall submit， of its own accord， an application for the termination of business operations to the examining and approving organ for verification and approval. The date of approval after verification by the examining and approving organ shall be the date of the said enterprise's termination.

　　Article 76 In case that a foreign-capital enterprise terminates its business operations in accordance with the provisions in Items （1）， （2）， （3） and （6） of Article 75， the enterprise shall， make a public announcement and notify the creditors； and， it shall， within 15 days from the day of the public termination announcement for liquidation， the principles of liquidation， and the candidates for the liquidation committee to the examining and approving organ for verification and approval before liquidation is carried out.

　　Article 77 The liquidation committee shall be composed of the legal representatives of the foreign-capital enterprise， the representatives of the creditors， the representatives from the competent authorities concerned； Chinese registered accountants and lawyers shall be engaged in the liquidation. Priority shall be given to the payment of expenses for liquidation made from the existing property of the foreign-capital enterprise.

　　Article 78 The liquidation committee shall execute the following functions and powers：

　　（1） to convene a meeting of creditors；

　　（2） to take over and liquidate the property of the enterprise in question， and to prepare the statement of assets and liabilities and the inventory of property；

　　（3） to propose a basis for the valuation and computation of the property of the enterprise in question；

　　（4） to work out a liquidation plan；

　　（5） to recover creditors' rights and to pay the debts；

　　（6） to receive the payments from shareholders which have not yet been made；

　　（7） to distribute the remaining property；

　　（8） to

represent the foreign-capital enterprise in bringing a suit or responding to a suit.

　　Article 79 Prior to the conclusion of the liquidation of foreign-capital enterprise， the foreign investor shall not remit or carry the said enterprise's unds out of the territory of China， nor dispose of the enterprise's property privately. If， upon the conclusion of the liquidation of a foreign-capital enterprise， its net assets and remaining property exceed its registered capital， the excess portion shall be regarded as profit on which income tax shall be imposed in accordance with the Chinese tax law.

　　Article 80 Upon the conclusion of the liquidation of a foreign-capital enterprise， it shall go through the procedures for the cancellation of registration with the administrative department for industry and commerce， and to hand in the business licence for cancellation.

　　Article 81 While disposing of the assets and properties of a foreign-capital enterprise， Chinese enterprises or other economic organizations shall， under equal conditions， have the priority in purchasing the aforesaid assets and properties.

　　Article 82 In case that a foreign-capital enterprise terminates its business operations in accordance with the provisions in Item （4） of Article 75， its liquidation shall be carried out with reference to the pertinent laws and regulations of China. In case that a foreign-capital enterprise terminates its business operations in accordance with the provisions in Item （5） of Article 75， its liquidation shall be carried out in accordance with the pertinent provisions of China.

　　Chapter XIII Supplementary Provisions

　　Article 83 With respect to the various categories of insurance for a foreign-capital enterprise， it shall take out insurance from insurance companies within the territory of China.

　　Article 84 If a foreign-capital enterprise concludes economic contracts with any other Chinese enterprise or economic organization， the Economic Contract Law of the People's Republic of China shall be applied.

　　If a foreign-capital enterprise concludes economic contracts with any foreign company， enterprise or individual， the Law of the People's Republic of China on Economic Contracts Involving Foreign Interests shall be applied.

　　Article 85 Cases concerning the establishment， in China's mainland， of enterprises， the capital of which is owned solely by the companies， enterprises， and other economic organizations or individuals in the regions of Hong Kong， Macao or Taiwan， or by Chinese citizens residing in foreign countries， shall be handled with reference to these Rules.

　　Article 86 Foreign workers and staff members， and workers and staff members from Hong Kong， Macao and Taiwan， who are working in a foreign-capital enterprise， may carry into the country means of transport and articles for daily use that are within reasonable quantities and for their own use， and they shall go through the import procedures in accordance with pertinent provisions of China.

　　Article 87 The right to interpret these Rules shall reside in the Ministry of Foreign Economic Relations and Trade.

　　Article 88 These Rules shall go into effect as of the date of promulgation

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