ORGANISATION MONDIALE
DU COMMERCES/C/N/208
16 décembre 2002
(02-6934)
Conseil du commerce des services Original:  anglais
NOTIFICATION AU TITRE DE L'ARTICLE III:3 DE L'ACCORD GÉNÉRAL
SUR LE COMMERCE DES SERVICES
La délégation de la République populaire de Chine a fait parvenir au Secrétariat la
notification ci-après.
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1. Membre adressant la notification:
République populaire de Chine
2. Notification au titre de:
Article III, paragraphe 3 de l'Accord général sur le commerce des services
3. Date d'entrée en vigueur/durée:
15 mars 2001
4. Organisme responsable de la mise en œuvre et de l'application de la mesure:
Ministère du commerce extérieur et de la coopération économique
5. Description complète de la mesure* indiquant les modes de fourniture visés, l'effet sur le
commerce des services (par exemple, restrictions/mesures de libéralisation) et
l'incidence de la mesure sur les engagements  énoncés dans la liste du Membre et dans sa
liste d'exemptions de l'article II (NPF), le cas échéant:
Loi de la République populaire de Chine sur les coentreprises à capitaux chinois et étrangers.
On trouvera ci-joint le texte intégral en anglais de cette loi.1  Seule la version en chinois fait
foi, la traduction en anglais n'étant fournie qu'à titre de référence.
6. Membres spécifiquement affectés, le cas échéant:
Tous les Membres
                                                     
* Y compris les accords internationaux, les me sures de reconnaissance ou d'autres types.
1 En anglais seulement.S/C/N/208
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7. Les textes peuvent être obtenus auprès de:
- Point d'information /g254
- Secrétariat de l'OMC /g254
- Autres sources (adresse, télécopie
et téléphone d'un autre organisme) /g168
_______________S/C/N/208
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Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures
(Amended at the Third Session of the Seventh National People’s Congress on April 4,1990, and
revised in accordance with the Decision of the Fourth Session of the Ninth National People’s
Congress Regarding the Revision of the Law of the People’s Republic of China on Chinese-ForeignEquity Joint Ventures on March 15, 2001).
Article 1 With a view to expanding international economic cooperation and technological
exchange, the People’s Republic of China shall permit foreign companies, enterprises, other economic
organizations or individuals (hereinafter referred to as “the foreign parties”) to establish equity joint
ventures together with Chinese companies, enterprises or other economic organizations (hereinafter
referred to as “the Chinese parties”) within the territory of the People’s Republic of China, under theprinciple of equality and mutual benefit and subject to approval by the Chinese Government.
Article 2 The Chinese Government shall protect, according to law, the investment, entitled
profits and their other lawful rights and interests of the foreign party in an equity joint venture,
pursuant to the agreement, contract and articles of association approved by the Chinese Government.
All activities of an equity joint venture shall comply with the provisions of the laws and regulations of
the People’s Republic of China. The state shall not nationalize or requisition any equity joint venture.
Under special circumstances as required by public interest, an equity joint venture may be
requisitioned under legal procedures and appropriate compensations shall be made.
Article 3 The equity joint venture agreement, contract and articles of association signed by the
parties to the venture shall be submitted to competent state departments in charge of foreign economic
relations and trade (hereinafter referred to as the examination and approval authorities) for
examination and approval. The examination and approval authorities shall decide whether to approveor disapprove the venture within three months. When approved, the equity joint venture shall register
with the competent state authorities responsible for industry and commerce administration, obtain a
business license and start operations.
Article 4 An equity joint venture shall take the form of a limited liability company. The
proportion of the investment of the foreign party in an equity joint venture shall be, in general, no less
than 25 percent of the registered capital. The parties to the venture shall share the profits, risks andlosses in proportion to their contributions to the registered capital.
If any of the parties wishes to assign its registered capital, it must obtain the consent of the other
parties to the venture.
Article 5 The parties to an equity joint venture may make their investment in cash, in kind or in
industrial property rights, etc.
The technology and equipment contributed by a foreign party as its investment must be actually
advanced technology and equipment that meet China’ s needs. In case of losses caused by a foreign
party in its deceptive conduct through the intentional provision of outdated technology and
equipment, it shall compensate for the losses. The investment made by a Chinese party may include
the right to the use of a site provided for the equity joint venture during the period of its operation.
Where the right to the use of the site is not taken as a part of the Chinese Party’s investment, the
equity joint venture shall pay the Chinese Government for its use.
The above-mentioned investment shall be specified in the contract and articles of association of the
equity joint venture, and their value (excluding that of the site) shall be assessed by all parties to the
joint venture.S/C/N/208
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Article 6 An equity joint venture shall have a board of directors; the number of the directors
thereof from each party and the composition of the board shall be stipulated in the contract and
articles of association after consultations among the parties to the venture; such directors shall be
appointed and replaced by the relevant parties. The chairman and the vice chairman (vice chairmen)
shall be determined through consultations by the parties to the venture or elected by the board ofdirectors. If the Chinese side or the foreign side assumes the office of the chairman, the other side
shall assume the office(s) of the vice chairman (vice chairmen). The board of directors shall decide on
important issues concerning the joint venture under the principle of equality and mutual benefit.
The functions and powers of the board of directors are, as stipulated in the articles of association of
the equity joint venture, to discuss and decide on all major issues concerning the venture, namely, the
venture’s development plans, proposals for production and business operations, the budget forrevenues and expenditures, the distribution of profits, the plans concerning manpower and wages, the
termination of business, and the appointment or employment of the general manager, the deputy
general manager(s),the chief engineer, the chief accountant and the auditors, as well as the
determination of their functions, powers and terms of employment, etc. The offices of general
manager and deputy general manager(s) (or factory manager and deputy manager(s)) shall be assumedby the respective parties to the venture.
The employment, dismissal, remuneration, welfare, labour protection and labour insurance, etc. of the
staff members and workers of the equity joint venture shall be specified in contracts concluded in
accordance with law.
Article 7 The staff and workers of an equity join t venture shall, in accordance with law,
establish their trade union organization to carry out trade union activities and protect their lawful
rights and interests.
An equity joint venture shall provide the necessary conditions for the venture’s trade union to carry
out its activities.
Article 8 The net profit of an equity joint venture shall be distributed among the parties to the
venture in proportion to their respective contributions  to the registered capital, after payment out of its
gross profit of the equity joint venture of income tax, pursuant to the provisions of the tax laws of the
People’s Republic of China, and after deduction from the gross profit of a reserve fund, a bonus andwelfare fund for workers and staff members and a business expansion fund, as stipulated in the
articles of association.
An equity joint venture may, in accordance with provisions of relevant laws and administrative rules
and regulations of the state on taxation, enjoy preferential treatment for reduction of or exemptionfrom taxes.
A foreign party who reinvests its share of the net profit within the territory of China may apply for
partial refund of the income tax already paid.
Article 9 An equity joint venture shall, upon presentation of its business license, open a foreign
exchange account with a bank or any other financial institution which is permitted by the state
administration for foreign exchange control to handle foreign exchange transactions.
A party to an equity joint venture shall handle its foreign exchange transactions in accordance with
the Regulations on Foreign Exchange Control of the People’s Republic of China.
An equity joint venture may, in its business operations, directly raise funds from foreign banks.S/C/N/208
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The various kinds of insurance coverage of an equity joint venture shall be provided by insurance
companies established within the territory of China.
Article 10 In its purchase of required raw and semi-processed materials, fuels, auxiliary
equipment, etc., necessary to its approved scope of business, an equity joint venture should purchasesboth on the domestic market and the international market in pursuant to the principle of equality andreasonable terms.
An equity joint venture shall be encouraged to market its products outside China. It may sell its export
products on foreign markets directly or through associated agencies or China’s foreign trade agencies.Its products may also be sold on the Chinese market.  When necessary, an equity joint venture may setup branches and (or) subsidiaries outside China.
Article 11 The net profit which a foreign party receives as its share after performing its
obligations under the law and the agreements or the contract, the funds it receives upon the expirationof the venture’s term of operation or its early termination, and its other funds may be remitted abroad
in accordance with foreign exchange control regulati ons and in the currency or currencies specified in
the contract of the equity joint venture.
A foreign party shall be encouraged to deposit in the Bank of China the foreign exchange which it is
entitled to remit abroad.
Article 12 The wages, salaries or other legitimate income earned by a foreign worker or staff
member of an equity joint venture, after payment of the individual income tax under the Tax Law of
the People’s Republic of China, may be remitted ab road in accordance with foreign exchange control
regulations.
Article 13 Based on different lines of trade and different circumstances, arrangements for the
duration of equity joint ventures may be made differently through agreement by the parties to the
venture. Equity joint ventures engaged in certain lines of trade shall specify their duration in the
contracts, while equity joint ventures engaged in certain other lines of trade may choose to or not to
specify their duration in the contracts. Where an equity joint venture has had its duration specified and
the parties to the venture agree to extend the duration, the venture shall file an application for thatpurpose with the examination and approval authorities six months before its expiration. The
examination and approval authorities shall, within one month after receipt of the application, decide
on its approval or disapproval.
Article 14 In case of heavy losses, failure of a party to perform its obligations under the contract
and the articles of association, or force majeure etc., the parties to the joint venture may terminate the
contract through consultation and agreement, subject to approval by the examination and approval
authorities and to registration with the competent state administration for industry and commerce. In
cases of losses caused by a breach of contract, the financial responsibility shall be borne by the party
that has breached the contract.
Article 15 Disputes arising between the parties to an equity joint venture which the board of
directors has failed to settle through consultation may be settled through mediation or arbitration by
an arbitration agency of China or through arbitration by another arbitration agency as agreed by the
parties. The parties to an equity joint venture ma y start legal proceedings in a Chinese court, if no
arbitration clause is provided in the equity joint venture contract and if no written agreement isconcluded afterwards.
Article 16 This Law shall enter into force on the date of its promulgation.
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