Laws of the People's Republic of China

Ministry of Personnel, Ministry of Commerce, State Administration for Industry and Commerce

Order of the Ministry of Personnel, Ministry of Commerce and the State Administration of Industry and Commerce

No.2

The Interim Provisions Concerning the Management of Chinese-foreign Joint Job Intermediaries, which has been examined and approved by the executive meetings of the Ministry of Personnel, the Ministry of Commerce and the State Administration for Industry and Commerce, is hereby issued and shall be put into effect as of November 1, 2003.

Zhang Bailin, Minister of the Ministry of Personnel

Lv Fuyuan, Minister of the Ministry of Commerce

Wang Zhongfu, Director of the State Administration for Industry and Commerce

September 4, 2003

Interim Provisions Concerning the Management of Chinese-foreign Joint Job Intermediaries

Chapter I General Provisions

Article 1

The present Provisions are developed in accordance with the Law of the People's Republic of China on Chinese-foreign Joint Ventures and other relevant laws and regulations, with an aim to strengthen the management of Chinese-foreign joint job Intermediaries, to secure the order and to facilitate the healthy development of the employment market.

Article 2

The term "Chinese-foreign Joint Job Intermediaries" in the present Provisions refers to job intermediaries jointly established in China by any foreign company, enterprise or other economic organization providing job intermediary services and any Chinese company, enterprise or other economic organization providing job intermediary services.

Article 3

Any foreign company, enterprise or other economic organization providing job intermediary services that wants to set foot in job intermediary services in China must operate jointly with a Chinese company, enterprise or other economic organization for offering job intermediary services through a jointly-established intermediaries.

No wholly foreign-owned job intermediaries are permitted to found. Such organizations as foreign enterprises' resident representative office in China, or chambers of commerce established in China by any foreign enterprise are permitted to provide job intermediary services in China.

Article 4

All Chinese-foreign joint job intermediaries shall comply with the laws and regulations of the People's Republic of China and may not do anything detrimental to the public interests or national security of the People's Republic of China.

The legitimate business activities and legal rights and interests of Chinese-foreign joint job intermediary agencies shall be protected by the law of the People's Republic of China.

Article 5

The administrative department of personnel, administrative department of Commerce and the administrative department of industry and commerce of the people's governments at the level of province, autonomous region or municipality directly under the jurisdiction of the central government shall, in accordance with the division of functions and roles take charge of the examination and approval, registration, management and supervision of Chinese-foreign joint job intermediaries in their administrative region.

Chapter II Incorporation and Registration

Article 6

The incorporation of any Chinese-foreign joint job intermediaries shall meet the following requirements:

(1)

The Chinese investor who applies to be incorporated into Chinese-foreign joint job intermediaries must be a job intermediary existed for not less than three years. On the other hand, the foreign investor must be a foreign company, enterprise or other economic organization having been offering job intermediary services for not less than three years, and both of the two investors must have good reputations;

(2)

The intermediary to be incorporated shall have a sound organization structure, have personnel who are familiar with the management of human resources, including five or more full-time employees who are graduates of junior college or above and have a qualification certificate for job intermediary services;

(3)

The intermediary to be incorporated shall have an appropriate permanent office, adequate funds and office facilities necessary for the business it applies, with a registered capital of 300,000 US dollars or more, of which the contribution made by the foreign investor shall be at least 25% and the share of the Chinese investor shall be over 51%;

(4)

The intermediary to be incorporated shall have sound and practical articles of association, management system, working rules and definite scope of business;

(5)

The intermediary to be incorporated shall have independent civil rights and obligations; and

(6)

Other requirements as prescribed by laws or regulations.

Article 7

Any application for incorporating a Chinese-foreign joint job intermediary shall be submitted to be examined and approved by the administrative department of personnel of the people's government of the province, autonomous region or municipality directly under the jurisdiction of the central government where the agency is to be located, and the related records shall be submitted to the administrative department of personnel of the State Council.

Article 8

One that wants to apply for the incorporation of any Chinese-foreign joint job intermediary must submit the following materials to the administrative department of personnel of the local government of the province, autonomous region or municipality directly under the jurisdiction of the central government:

(1)

a written application and a feasibility study report;

(2)

an agreement and a statute with signature of all investors;

(3)

qualification certificates showing that all of the investors have been providing job intermediary services for not less than three years;

(4)

the Notice of Advance Approval of Enterprise Name issued by the administrative department of industry and commerce; and

(5)

other materials required by laws, regulations or the administrative department of personnel of provincial government, autonomous region or municipality directly under the jurisdiction of the Central Government.

If any of the materials stated above is written in any foreign language, the Chinese version of that material shall be attached thereto.

Article 9

The administrative department of personnel of the provincial government, autonomous region or municipality directly under the jurisdiction of the Central Government shall accomplish the examination and approval procedures within 30 working days from receipt of the application for the incorporation of any Chinese-foreign joint job intermediary. A License for Job Intermediary Service (hereinafter referred to as "license") shall be issued if the application has been approved, and a related report shall be submitted to the administrative department of personnel of the State Council to be kept in archives; If the application has been rejected, a written notice shall be sent to the applicant explaining the reasons for such disapproval.

Article 10

According to regulations the applicant shall carry out the approval formalities with the administrative department of Commerce within 30 days from receipt of the license, and shall carry out the registration formalities with the administrative department of industry and commerce within 30 days from the issuance of the approval certificate.

Chapter III Scope of Business and Management

Article 11

The administrative department of personnel of provincial government, autonomous region or municipality directly under the jurisdiction of the Central Government shall, in the light of the capital, personnel and management level of the Chinese-foreign joint job intermediary, approve it to enter one or more of the businesses listed below:

(1)

Collection, classification, storage and publication of information about the employment market and related advisory services;

(2)

Talent recommendation;

(3)

Talent recruitment;

(4)

Career test and appraisal;

(5)

Career training within China; and

(6)

Other relevant businesses ordained by laws and regulations.

Article 12

Any Chinese-foreign joint job intermediaries must comply with the principles of voluntary participation, impartiality and good credit, as well as professional ethics, conduct business activities within the approved scope of business, and may not commit any act of unfair competition.

Article 13

Any Chinese-foreign joint job intermediary that recruit talents to be employed outside China shall carry out formalities in accordance with the relevant ordains of the Chinese government. None of the following persons may be recruited for jobs outside China if he:

(1)

is a technician or administrative person who is charged with key engineering or scientific research projects at the national or provincial level, and if such employment outside China is not permitted by the entity he belongs to or by the competent administrative department;

(2)

is a civil servant in active service;

(3)

is assigned by the government to support the development of the Western Region of China and whose period of service in the west region has not expired;

(4)

is involved in any confidential work, whether he is in service or out of service but still within the confidential period;

(5)

is suspected of any illegal commitment and is under investigations; or

(6)

is anyone at a special post who, according the relevant ordains of laws or regulations, is forbidden to flow for the time being, or anyone whose exit is subject to approval according to the relevant ordains of any law or regulations.

Article 14

The foundation of a branch office, increase or decrease of registered capital, transfer of shares, and change of shareholders of a Chinese-foreign joint job intermediary shall be subject to the approval of the initial examination and approval authorities and the modification registration with the administrative department of industry and commerce is required.

Any Chinese-foreign joint job intermediary that changes its name, legal representative or location of its office shall, within 30 days after the registration of amendment with the administrative department of industry and commerce, carry out the relevant formalities of modification for archival purposes with the initial examination and approval authorities.

Article 15

The administrative department of personnel of the State Council and of the people's governments at the level of province, autonomous region, and municipality directly under the jurisdiction of the Central Government shall, according to law, direct, examine and supervise the daily management and business development of Chinese-foreign joint job intermediaries.

Each year the administrative department of personnel of the people's governments at the level of province, autonomous region, and municipality directly under the jurisdiction of the Central Government shall make examination of the licenses of Chinese-foreign joint job intermediaries. The measures to be taken in such annual examinations shall be developed by the administrative department of personnel of the people's government of the province, autonomous region or municipality directly under the jurisdiction of the Central Government. The result of such annual examination shall be submitted to the administrative department of personnel of the State Council by the administrative department of personnel of the people's governments at the level of province, autonomous region, and municipality directly under the jurisdiction of the Central Government.

Chapter IV Penalty Provisions

Article 16

Any Chinese-foreign joint job intermediary who fails to duly undertake annual examination of the license, provides untrue information or deceive the employers or people who are doing job hunting by any other means shall be given a warning or be punished with a fine not exceeding 10,000 Yuan or both which depend on the severity of the activities; If the case is very serious, the amount of the fine shall not exceed three times of the illegal income but in any event not exceeding 30,000 Yuan. The Penalty shall be enforced by the administrative department of personnel of the people's government of the province, autonomous region or municipality directly under the jurisdiction of the Central Government combined with the administrative department of industry and commerce of the same level.

Article 17

Anyone who violates the present Provisions and founds any Chinese-foreign joint job intermediary without the approval or anyone who undertakes business activities beyond the approved and registered scope of business shall be punished in accordance with the Regulations on the Management of Company Registration, Measures for Dealing with and Banning Licenseless Business Activities and other relevant provisions. Anyone who commits any act of unfair competition shall be punished in accordance with the Law Against Unfair Competition.

Article 18

Anyone who serves in the government and neglects his duties, commits any embezzlement or malpractice and infringes on any legal rights and interests of any entity, individual or investor shall be given a disciplinary penalty by the relevant authorities according to the relevant competence or, if any crime is committed, be subject to criminal liabilities.

Chapter V Supplementary Provisions

Article 19

Any company, enterprise or other economic organization of Hong Kong Special Administrative Region, Macao Special Administrative Region or Taiwan who establishes job intermediary in the mainland, shall be dealt by referring to the present Provisions.

Article 20

Business activities involving foreign citizens conducted in China by any Chinese-foreign joint job intermediary shall be handled in accordance with relevant provisions.

Article 21

The power to interpret the present Provisions shall remain with the Ministry of Personnel, Ministry of Commerce and the State Administration of Industry and Commerce.

Article 22

The present Provisions shall come into force as of November 1, 2003.