中华人民共和国中外合作经营企业法 LAW OF THE PEOPLES REPUBLIC OF CHINA ON CHINESE-FOREIGN CONTRACTUAL JOINT VENTURES

　　Article 21 A contractual joint venture shall， in accordance with state provisions on tax， pay taxes and may enjoy the preferential treatment of tax reduction or exemption.

　　Article 22 The Chinese and foreign parties shall share earnings or products， undertake risks and losses in accordance with the agreements prescribed in the contractual joint venture contract.

　　If， upon the expiration of the period of a venture's operation， all the fixed assets of the contractual joint venture， as agreed upon by the Chinese and foreign parties in the contractual joint venture contract， are to belong to the Chinese party， the Chinese and foreign parties may prescribe in the contractual joint venture contract the ways for the foreign party to recover its investment ahead of time during the period of the venture's operation. If the foreign party， as agreed upon in the contractual joint venture contract， is to recover its investment prior to the payment of income tax， it must apply to the financial and tax authorities， which shall examine and approve the application in accordance with state provisions concerning taxes.

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

　　Article 23 After the foreign party has fulfilled its obligations under the law and the contractual joint venture contract， the profits it receives as its share， its other legitimate income and the funds it receives as its share upon the termination of the venture， may be remitted abroad according to law.

　　The wages， salaries or other legitimate income earned by the foreign staff and workers of contractual joint ventures， after the payment of the individual income tax according to law， may be remitted abroad.

　　Article 24 Upon the expiration or termination in advance of the term of a contractual joint venture， its

assets， claims and debts shall be liquidated according to legal procedures. The Chinese and foreign parties shall， in accordance with the agreement specified in the contractual joint venture contract， determine the ownership of the venture's property. A contractual joint venture shall， upon the expiration or termination in advance of its term， cancel its registration with the administrative authorities for industry and commerce and the tax authorities.

　　Article 25 The period of operation of a contractual joint venture shall be determined through consultation by the Chinese and foreign parties and shall be clearly specified in the contractual joint venture contract. If the Chinese and foreign parties agree to extend the period of operation， they shall apply to the examination and approval authority 180 days prior to the expiration of the venture's term. The examination and approval authority shall decide whether or not to grant approval within 30 days of receiving the application.

　　Article 26 Any dispute between the Chinese and foreign parties arising from the execution of the contract or the articles of association for a contractual joint venture shall be settled through consultation or mediation. In case of a dispute which the Chinese or the foreign party is unwilling to settle through consultation or mediation， or of a dispute which they have failed to settle through consultation or mediation， the Chinese and foreign parties may submit it to a Chinese arbitration agency or any other arbitration agency for arbitration in accordance with the arbitration clause in the contractual joint venture contract or a written agreement on arbitration concluded afterwards. The Chinese or foreign party may bring a suit in a Chinese court， if no arbitration clause is provided in the contractual joint venture contract and if no written agreement is concluded afterwards.

　　Article 27 The detailed rules for the implementation of this Law shall be formulated by the department in charge of foreign economic relations and trade under the State Council and reported to the State Council for approval before implementation.

　　Article 28 This Law shall come into force as of the date of its promulgation

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