Laws of the People's Republic of China

The State Science and Technology Commission, the State Economic Restructuring Commission

Circular of the State Science and Technology Commission, the State Economic Restructuring Commission on Printing and Issuing the Interim Provisions on Several Issues Concerning the Establishment of High and New Technology Incorporated Companies within National High and New Technology Industry Development Zones

GuoKeFaGaiZi [1992] No.796

November 19,1992

All the people's governments of provinces, autonomous regions, municipalitie directly under the Central Government, ministries, commissions and directly subordinate institutions of the State Council:

"Interim Provisions on Several Issues Concerning the Establishment of High and New Technology Incorporated Companies within National High and New Technology Industry Development Zones" drafted by the Commission of Science Technology and the commission for economic restructuring is hereby issued to you for the earnest implementation. Attachment:Interim Provisions on Several Issues Concerning the Establishment of High and New Technology Incorporated Companies within National High and New Technology Industry Development Zones

Article 1

These Provisions are formulated in accordance with the Opinions on the Standardization of Incorporated Companies issued by the State Economic Restructuring Commission and in consideration of the actual conditions of high and new technology industry development zones and for the purposes of promoting the optimal combination of high and new technologies with other production factors and advancing the development of high and new technology industry.

Article 2

These Provisions apply to the establishment of incorporated companies with a high and new technology nature within high and new technology industry development zones which are approved by the State Council.

Article 3

High and new technology incorporated companies (hereinafter referred to as the company) mean the enterprise legal persons which are established according to the Opinions on the Standardization of Incorporated Companies of the State Economic Restructuring Commission (hereinafter referred to as the Opinions on the Standardization) and these Provisions and meet the requirements issued by the State Science and for acknowledging high and new technology enterprises Technology Commission.

Article 4

The place of registration of a company is its residence. Both the company's place of registration and its main working offices must be located within the prescribed high and new technology industry development zone.

Article 5

When a former high and new technology enterprise is restructured into a company, its initiator may be one person if it is acknowledged by the State Science and Technology Commission as a large or medium-sized high and new enterprise and is approved by the examination and approval organ.

Article 6

If an enterprise legal person outside the territory or a foreign-capital enterprise legal person within the territory transferring a high and new technology published by the State Science and Technology Commission or using the said technology as the share in the company is to be an initiator of the company, it must be reported to the State Economic Restructuring Commission and the State Science and Technology Commission for special examination and approval, however, the total number thereof may not exceed one-third of the initiators.

Article 7

When a former high and new technology enterprise is transformed into a company, the property rights of the enterprise's original net assets must be defined. Assets of which property rights are difficult to be defined may be invested into the company and managed in the form of legal person shares.

Article 8

The administrative departments of high and new technology industry development zones are the competent business departments for the companies, and are responsible for examining the establishment of the companies within high and new technology development zones.

Article 9

The commissions (offices) for restructuring economic system of provinces, autonomous regions and municipalities directly under the Central Government in the places where the companies are located or the organs authorized by the government are the examination and approval organs for the companies.

Article 10

When intangible assets are priced as shares, the total amount of intangible assets priced may not, with special approval of the examination and approval department for the company, exceed 30% of the company's registered capital if the intangible assets include high and new technologies. However, such a high and new technology included must meet the following requirements:

(1)

to be the core technology for the company's main products;

(2)

to meet the requirements issued by the State Science and Technology Commission for acknowledging the high and new technology ;

(3)

to produce by the share subscriber the documentary evidence of title to the technology invested as shares, and to guarantee that the company's right over the said technology, within the scope or terms agreed upon, may challenge any third party; and

(4)

to have evaluation certificates issued by the technology evaluation organization approved by the State Science and Technology Commission or its authorized department and a qualified certified public accountant firm.

Article 11

When a former high and new technology enterprise is transformed into a company, the enterprise may, after examination and approval by the enterprise's competent department and unanimous resolution of the active employees' meeting of the former enterprise, give reward in the form of personal shares to the scientific and technological personnel of the company who have made outstanding contributions in creating the former enterprise in order to continue to ensure and promote the company's consolidation and development and to bring the advantage of intellectual resources into play.

Article 12

The Opinions on the Standardization apply to any matters not included in these Provisions.

Article 13

The science and technology commissions and the commissions for restructuring economic system of provinces, autonomous regions and municipalities directly under the Central Government may formulate the rules for implementation in accordance with these Provisions.

Article 14

The State Science and Technology Commission is responsible for the interpretation of these Provisions.

Article 15

These Provisions shall enter into force as of the date of promulgation.