The National People's Congress


LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON FOREIGN-CAPITAL ENTER-PRISES

(Adopted at the Fourth Session of the Sixth National People's
Congress, promulgated by Order No. 39 of the President of the People's
Republic of China and effective as of April 12, 1986)


Article 1
With a view to expanding economic cooperation and technical exchange with
foreign countries and promoting the development of China's national
economy, the People's Republic of China permits foreign enterprises, other
foreign economic organizations and individuals (hereinafter collectively
referred to as "foreign investors") to set up enterprises with foreign
capital in China and protects the lawful rights and interests of such
enterprises.
Article 2
As mentioned in this Law, "enterprises with foreign capital" refers to
those enterprises established in China by foreign investors, exclusively
with their own capital, in accordance with relevant Chinese laws. The term
does not include branches set up in China by foreign enterprises and other
foreign economic organizations.
Article 3
Enterprises with foreign capital shall be established in such a manner as
to help the development of China's national economy; they shall use
advanced technology and equipment or market all or most of their products
outside China. Provisions shall be made by the State Council regarding
the lines of business which the state forbids enterprises with foreign
capital to engage in or on which it places certain restrictions.
Article 4
The investments of a foreign investor in China, the profits it earns and
its other lawful rights and interests are protected by Chinese law.
Enterprises with foreign capital must abide by Chinese laws and
regulations and must not engage in any activities detrimental to China's
public interest.
Article 5
The state shall not nationalize or requisition any enterprise with foreign
capital. Under special circumstances, when public interest requires,
enterprises with foreign capital may be requisitioned by legal procedures
and appropriate compensation shall be made.
Article 6
The application to establish an enterprise with foreign capital shall be
submitted for examination and approval to the department under the State
Council which is in charge of foreign economic relations and trade, or to
another agency authorized by the State Council. The authorities in charge
of examination and approval shall, within 90 days from the date they
receive such application, decide whether or not to grant approval.
Article 7
After an application for the establishment of an enterprise with foreign
capital has been approved, the foreign investor shall, within 30 days from
the date of receiving a certificate of approval, apply to the industry and
commerce administration authorities for registration and obtain a business
licence. The date of issue of the business licence shall be the date of
the establishment of the enterprise.
Article 8
An enterprise with foreign capital which meets the conditions for being
considered a legal person under Chinese law shall acquire the status of a
Chinese legal person, in accordance with the law.
Article 9
An enterprise with foreign capital shall make investments in China within
the period approved by the authorities in charge of examination and
approval. If it fails to do so, the industry and commerce administration
authorities may cancel its business licence. The industry and commerce
administration authorities shall inspect and supervise the investment
situation of an enterprise with foreign capital.
Article 10
In the event of a separation, merger or other major change, an enterprise
with foreign capital shall report to and seek approval from the
authorities in charge of examination and approval, and register the change
with the industry and commerce administration authorities.
Article 11
The production and operating plans of enterprises with foreign capital
shall be reported to the competent authorities for the record.
Enterprises with foreign capital shall conduct their operations and
management in accordance with the approved articles of association, and
shall be free from any interference.
Article 12
When employing Chinese workers and staff, an enterprise with foreign
capital shall conclude contracts with them according to law, in which
matters concerning employment, dismissal, remuneration, welfare benefits,
labour protection and labour insurance shall be clearly prescribed.
Article 13
Workers and staff of enterprises with foreign capital may organize trade
unions in accordance with the law, in order to conduct trade union
activities and protect their lawful rights and interests.
The enterprises shall provide the necessary conditions for the activities
of the trade unions in their respective enterprises.
Article 14
An enterprise with foreign capital must set up account books in China,
conduct independent accounting, submit the fiscal reports and statements
as required and accept supervision by the financial and tax authorities.
If an enterprise with foreign capital refuses to maintain account books in
China, the financial and tax authorities may impose a fine on it, and the
industry and commerce administration authorities may order it to suspend
operations or may revoke its business licence.
Article 15
Within the scope of the operations approved, enterprises with foreign
capital may purchase, either in China or from the world market, raw and
semi-processed materials, fuels and other materials they need. When these
materials are available from both sources on similar terms, first priority
should be given to purchases in China.
Article 16
Enterprises with foreign capital shall apply to insurance companies in
China for such kinds of insurance coverage as are needed.
Article 17
Enterprises with foreign capital shall pay taxes in accordance with
relevant state provisions for tax payment, and may enjoy preferential
treatment for reduction of or exemption from taxes.
An enterprise that reinvests its profits in China after paying the income
tax, may, in accordance with relevant state provisions, apply for refund
of a part of the income tax already paid on the reinvested amount.
Article 18
Enterprises with foreign capital shall handle their foreign exchange
transactions in accordance with the state provisions for foreign exchange
control. Enterprises with foreign capital shall open an account with the
Bank of China or with a bank designated by the state agency exercising
foreign exchange control. Enterprises with foreign capital shall manage
to balance their own foreign exchange receipts and payments. If, with the
approval of the competent authorities, the enterprises market their
products in China and consequently experience an imbalance in foreign
exchange, the said authorities shall help them correct the imbalance.
Article 19
The foreign investor may remit abroad profits that are lawfully earned
from an enterprise with foreign capital, as well as other lawful earnings
and any funds remaining after the enterprise is liquidated.
Wages, salaries and other legitimate income earned by foreign employees in
an enterprise with foreign capital may be remitted abroad after the
payment of individual income tax in accordance with the law.
Article 20
With respect to the period of operations of an enterprise with foreign
capital, the foreign investor shall report to and secure approval from the
authorities in charge of examination and approval. For an extension of the
period of operations, an application shall be submitted to the said
authorities 180 days before the expiration of the period. The authorities
in charge of examination and approval shall, within 30 days from the date
such application is received, decide whether or not to grant the
extension.
Article 21
When terminating its operations, an enterprise with foreign capital shall
promptly issue a public notice and proceed with liquidation in accordance
with legal procedure. Pending the completion of liquidation, a foreign
investor may not dispose of the assets of the enterprise except for the
purpose of liquidation.
Article 22
At the termination of operations, the enterprise with foreign capital
shall nullify its registration with the industry and commerce
administration authorities and hand in its business licence for
cancellation.
Article 23
The department under the State Council which is in charge of foreign
economic relations and trade shall, in accordance with this Law, formulate
rules for its implementation, which shall go into effect after being
submitted to and approved by the State Council.
Article 24
This Law shall go into effect on the day of its promulgation.




Important Notice:
This English document is coming from "LAWS AND REGULATIONS OF THE
PEOPLE'S REPUBLIC OF CHINA GOVERNING FOREIGN-RELATED MATTERS" (1991.7)
which is compiled by the Brueau of Legislative Affairs of the State
Council of the People's Republic of China, and is published by the China
Legal System Publishing House.
In case of discrepancy, the original version in Chinese shall prevail.

中国建设银行


关于重申我行人员因公出国报批程序及有关规定的通知
1992年3月24日，中国人民建设银行

建设银行各省、自治区、直辖市、计划单列市分行：
随着我行业务范围的不断扩大 ，对外交往日益增多 ，近年来我行因境外考察、签约、培训以及参加国际性会议等出国人员逐渐增加。总行曾以建总便外字（89 ）第12号 “关于印发《中国人民建设银行总行办理出国手续暂行规定》的通知”、建总函字（90）第246号“关于印发《中国人民建设银行办理出国手续的补充规定 》的通知 ”下发各有关分行。近年来，各分行在执行过程中，仍存在一些问题，为严格外事纪律，加强办理出国手续的管理工作，现重申我行因公出（境）国报批程序及有规定：
一、根据中共中央办公厅中办发（1989）10号文《关于控制领导干部出国访问的规定》和中共中央办公厅、国务院办公厅厅字（1991）33号文《关于离休、退休人员不宜再派遣出国执行公务问题的复函》的精神，各级领导出国必须是自已职级相称的和为主管其业务的需要 。不搞一般性的业务考察访问 ，不搞照顾和轮流出国 。已经离休、退休的领导干部不宜再派遣出国执行公务。各省、自治区、直辖市分行、计划单列市分行的行级领导出访除工作上的特殊需要外，一年不得超过一次，每次不得超过两个国家和地区。出访一个国家时间5＿7天，出访两个国家和地区者，不超过十天。不得以任何理由绕道旅行或任意延长在境外停留时间、更改停留地点。率代表团出访，团组人员总数不超过五人。出访港澳地区、东南亚地区应从严掌握。
二、我行人员参加地方政府、国内企业、公司组团出国，确属业务需要，可按有关规定上报审批，属一般性业务考察和访问以及拉关系和照顾性质的出国应回绝，严禁利用职权向地方政府、客户、企业、公司提出或暗示邀请自己或本部门干部出国。
三、各省、自治区、直辖市、计划单列市分行正、副行长、三总师因本行业务需要或随当地政府赴有关国家和地区访问、考察，在向总行报告时．需陈明我行与项目的信贷关系，项目有关情况，具体考察内容、日程，并附有组团单位的有关文件，国外邀请单位邀请函。分行自行组团，还需将团组成员名单、职务附上。以上文件均需提前20天（指办理护照、签证手续开始前）以正式公文（正件）形式报总行，获批准后方可对外表态。上述人员护照、签证手续可由总行办理，也可委托地方人民政府外办办理。
四、各省、自治区、直辖市、计划单列市分行及其辖内市分、支行处级以下人员（含正处级）出国（境），报管辖行审批。管辖分行在审批的同时，均抄报总行国际业务部备案。上述人员的护照和签证手续一律在当地办理。
五、为加强出国护照的管理工作，出国人员归国后应在15天之内将护照交给办理护照的部门（由总行办理的护照交还总行国际业务部外事处）。
六、为统一掌握，严格控制外事费支出，根据建总函字（91）第277号文《关于核定一九九一年外汇财务收支有关事项的通知 》规定，各分行外事出访、境外培训经费预算，都必须事先报经总行批准，并严格按照国家有关规定控制支出。
以前所发规定，如有与本通知不一致之处，皆以本通知为准，希严格执行。
附件：办理护照签证最短时间表（略）