Laws of the People's Republic of China

The General Administration of Press and Publication, the Ministry of Foreign Trade and Economic Cooperation

Decree of the General Administration of Press and Publication of the People's Republic of China and the Ministry of Foreign Trade and Economic Cooperation

No.16

The Interim Provisions on the Establishment of Printing Enterprises with Foreign Investment are hereby promulgated for Implementation as of the day of promulgation.

Director of the General Administration of Press and Publication: Shi Zongyuan

Minister of the Ministry of Foreign Trade and Economic Cooperation: Shi Guangsheng

January 29, 2002

Interim Provisions on the Establishment of Printing Enterprises with Foreign Investment

Article 1

The present Provisions have been formulated in accordance with the Law of the People's Republic of China on Chinese-foreign Equity Joint Ventures, the Law of the People's Republic of China on Chinese-foreign Cooperative Enterprises, the Law of the People's Republic of China on Enterprises with Foreign Investment and the Regulation on the Administrations of the Printing Industry for the purpose of being further adapted to the demand of the reform and opening to the outside world, strengthening the administration of printing enterprises with foreign investment, and promoting the healthy development of the printing industry of our country.

Article 2

The present Provisions shall be applicable to the enterprises with foreign investment established within the territory of the People's Republic of China.

The term "printing enterprise with foreign investment" as mentioned in the present Provisions shall refer to the Chinese-foreign joint printing enterprises (including equity joint ventures and cooperative enterprises) jointly established by foreign institutions, corporations or enterprises (hereinafter referred to as foreign investors for short) and Chinese corporations or enterprises on the basis of equality and mutual benefit or solely printing enterprises with foreign investment.

Article 3

It is permitted by the State to establish Chinese-foreign joint printing enterprises that are engaged in the printing of publications, printed matters for packaging decorations and other printed matters, and to establish solely enterprises with foreign investment that are engaged in the printing and management of printed matters for packaging decorations.

Article 4

The printing enterprises with foreign investment shall, in their printing and management activities, abide by the laws and regulations of China, accept the supervision and administration of the departments in charge of printing and may not impair the social public interests.

The normal management activities of the printing enterprises with foreign investment and the lawful rights and interests of the investors shall be protected by the Chinese Laws.

Article 5

The investment of the Chinese side by means of state-owned assets (including investment on the basis of assessment and as the condition of cooperation) shall be subject to the approval of relevant departments in-charge, and an appraisal shall be made concerning the state-owned assets to be used as investment according to the relevant provisions regarding the appraisal of state-owned assets.

Article 6

The following conditions shall be satisfied in the establishment of a printing enterprise with foreign investment:

1.

The Chinese and foreign investors that apply for establishing a enterprise with foreign investment shall be legal persons that can independently assume civil liabilities and shall have been directly or indirectly engaged in printing or the management thereof.

2.

A foreign investor shall meet any of the following requirements:

a.

It can provide internationally advanced ways of printing management and experiences;

b.

It can provide internationally advanced printing technologies and equipment; or

c.

It can provide fairly strong financial support.

3.

The form of business of the printing enterprise with foreign investment that is applied to be established shall be a limited liability company.

4.

The registered capital of a printing enterprise with foreign investment that is engaged in the printing of publications or printed matters for packaging decorations shall not be less than 10 million yuan; the registered capital of a printing enterprise with foreign investment that is engaged in the printing of other printed matters shall not be less than 5 million yuan.

5.

The Chinese party to a Chinese-foreign joint printing enterprise that is engaged in the printing and management of publications or other printed matters shall occupy a controlling or leading position. In particular, the chairman of the board of a Chinese-foreign joint printing enterprise that is engaged in the printing of publications shall be a Chinese, and there shall be more Chinese members than foreign ones in the board of directors.

6.

The term of business operation shall, as a general principle, be longer than 30 years.

In the examination and approval of the establishment of printing enterprises with foreign investment, the applicant shall, apart from satisfying the provisions ass mentioned in the preceding paragraph, be in conformity with the State plans concerning the total quantity, structure and distribution of printing enterprises.

Article 7

To establish a printing enterprise with foreign investment, the applicant shall first file an application to the provincial administrative department in charge of press and publication of the place where the enterprise is to be located, and submit the following documents:

1.

An application for establishing a printing enterprise with foreign investment;

2.

A project proposal and project feasibility study report signed by the legal representatives of all investors. The project proposal shall clearly specify the following matters:

a.

Names and addresses of all the investors;

b.

The name, legal representative, domicile, scope of business, registered capital and total investment of the printing enterprise with foreign investment that is applied for establishment;

c.

The ways of investment contribution and the amount of investment of all the investors.

3.

The registration certificates (in photocopy), identification certificates of the legal representatives (in photocopy) and certificates of credit standing of all the investors;

4.

Confirmation documents issued by the state-owned assets administrative department for the appraisal reports concerning the state-owned assets to be contributed.

The provincial administrative department in charge of press and publication shall, within 10 working days from receiving all the required documents, propose its initial opinions and submit them to the General Administration of Press and Publication for approval.

Article 8

When submitting the application to the General Administration of Press and Publication for approval, the provincial administrative departments of press and publication shall submit the following documents:

1.

The documents of the applicants for establishment;

2.

The initial opinions of the provincial administrative departments of press and publication;

3.

Other documents as required by laws, regulations or rules of the General Administration of Press and Publication.

The General Administration of Press and Publication shall, within 30 working days from receiving all the required documents, make a written decision whether to approve or disapprove.

Article 9

After receiving the approving documents of the General Administration of Press and Publication, the applicants shall file an application, according to the provisions of laws or regulations, to the administrative department in charge of foreign trade and economic cooperation of the province, autonomous region, municipality directly under the Central Government or municipalities separately listed on the State plan of the place where the enterprise is to be established, and shall submit the following documents:

1.

The applicants' documents of application for establishment and the approving documents of the General Administration of Press and Publication;

2.

The contracts and articles of incorporation that have been signed by the legal representatives of all the investors or by the representatives authorized thereby;

3.

The names of the members to the board of directors of the printing enterprise with foreign investment that is to be established and the letters of appointing directors issued by all investors;

4.

The notices of advance approval of enterprise names issued by the administrations for commerce and industry;

5.

Other materials as required by laws, regulations or rules of the administrative departments in charge of foreign trade and economic cooperation.

The administrative department in charge of foreign trade and economic cooperation of the provinces, autonomous regions, municipalities directly under the Central Government and the municipalities separately listed on the State plan shall be entitled to approve the establishment of printing enterprises with foreign investment whose total investment is below 30 million US dollars and which intend to engage in the printing or management of printed matters for packaging decorations. They shall decide in written form within 30 working days after receiving all the documents whether to approve or disapprove. Where the application is approved, an "Approval Certificate of Enterprises with Foreign Investment" shall be issued, and the application shall be filed to the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as the MOFTEC) for archivist purposes.

As for the application for establishing a printing enterprise with foreign investment that plans to engage in the printing or management of publications or other printed matters and whose total investment is above 30 million US dollars (including 30 million US dollars), the administrative department in charge of foreign trade and economic cooperation of the provinces, autonomous regions, municipalities directly under the Central Government and municipalities separately listed on the State plan shall propose initial opinions within 10 working days after receiving all the documents and submit them to the MOFTEC for examination and approval.

Article 10

When submitting applications to the MOFTEC for examination and approval, the administrative departments in charge of foreign trade and economic cooperation of the provinces, autonomous regions, municipalities directly under the Central Government and municipalities separately listed on the State plan shall submit the following documents:

1.

The applicants' application documents for establishment;

2.

The initial opinions of the administrative departments in charge of foreign trade and economic cooperation of the provinces, autonomous regions, municipalities directly under the Central Government and municipalities separately listed on the State plan;

3.

Other documents as required by laws, regulations or rules of the MOFTEC.

The MOFTEC shall, within 30 working days after receiving all the documents as required, decide in written form whether to approve or disapprove. Where approval is granted, an "Approval Certificate of Enterprises with Foreign Investment" shall be issued.

Article 11

The applicants who have obtained approval for establishment shall apply to the provincial administrative department in charge of press and publication for a "License for Engagement in Printing" by showing the approving documents of the General Administration of Press and Publication and the "Approval Certificate of Enterprises with Foreign Investment", and shall apply for a "License for Engagement in Special Trades" and a business license according to the relevant provisions of the Regulation on the Administration of the Printing Industry.

Article 12

No printing enterprise with foreign investment may establish any branch organization.

Article 13

Where any existing Chinese-foreign joint printing enterprise applies for concurrently engaging in the printing or management of publications, printed matters for packaging decorations or other printed matters, or any existing printing enterprise with foreign investment merges any other printing business operators, or any printing business operator is newly established as a result of consolidation or split, it shall obtain the approval of the departments of foreign trade and economic cooperation after obtaining the approval of the General Administration of Press and Publication, and shall go through corresponding alteration registration procedures.

With regard to other alteration issues, the parties concerned shall obtain the approval of the original approving authorities according to the existing provisions and go through the corresponding alteration procedures. If any of the major registration issues such as the change of the names of the enterprises, the change of legal representatives or persons-in-charge, the domicile or site of business, or proportion of share holding is involved, or if the printing business operation is terminated, such alteration registrations shall be filed to the General Administration of Press and Publication for archivist purposes.

Article 14

Where the term of business operation of any printing enterprise with foreign investment expires and the term needs to be extended due to special circumstances, an application shall be filed within 180 days prior to the expiration of the term of business operation and shall be submitted to the original approving authorities for examination and approval.

Article 15

A printing enterprise with foreign investment that is established upon approval shall finish the relevant registration procedures within the time limit as prescribed by the approving authorities. In case it fails to finish the procedures, it may, upon the verification of the approving authorities, be revoked.

Article 16

The administrative departments in charge of press and publication on the county level and above shall give punishment, on the basis of the Regulation on the Administration of the Printing Industry, to the printing enterprises with foreign investment that have been unlawfully established and engaged in the printing business activities.

Where any of the administrative department in charge of foreign trade and economic cooperation on various levels violates the present Provisions by unlawfully approving the establishment or alteration of any printing enterprise with foreign investment that does not meet the requirements, the relevant persons-in-charge and those who are held responsible shall be subject to investigations for assuming liabilities.

Article 17

The present Provisions shall be applicable by reference to the printing enterprises established within the Mainland of China by investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan.

Article 18

The printing enterprises with foreign investment established upon the ratification of relevant authorities prior to the implementation of the Regulation on the Administration of the Printing Industry which took force on May 1, 1997 shall, after obtaining the consent of the General Administration of Press and Publication upon examination, exchange their License for Engagement in Printing Business at the provincial administrative departments in charge of press and publication. In particular, those enterprises with foreign investment that are engaged in the printing of publications and that apply for expanding their investment scales or for extending the term of business shall meet the requirements of Article 6 of the present Provisions. Those printing enterprises with foreign investment established upon the approval made according to the Regulation on the Administration of the Printing Industry subsequent to May 1, 1997 shall, within 180 days after the implementation of the present Provisions, exchange their Licenses for Engagement in Printing Business at the provincial administrative departments in charge of press and publication

Article 19

The power to interpret the present Provisions shall remain with the General Administration of Press and Publication and the Ministry of Foreign Trade and Economic Cooperation.

Article 20

The present Provisions shall enter into force as of the date of promulgation.