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MEASURES FOR ADMINISTRATION OF REGISTRATION OF RESIDENT REPRESENTATIVE OFFICES OF FOREIGN ENTERPRISES

    Article 1  In accordance with the Interim Provisions of the State Council
of the People's Republic of China Concerning the Control of Resident Offices
of Foreign Enterprises in China (hereinafter referred to as "the Interim
Provisions"), these Measures are formulated to carry out the registration
administration of resident offices in China of foreign enterprises and other
economic organizations and to enable them to conduct their legitimate business
activities.

    Article 2   Resident offices of foreign enterprises in China and other
economic organizations (hereinafter referred to as "resident offices of foreign
enterprises"), which have been approved in accordance with Article 4 of the
Interim Provisions, shall go through the registration procedures prescribed in
these Measures.

    Article 3  Resident offices of foreign enterprises shall be understood as
those engaging in non-direct-profit-making operations. But, for those provided
for in the agreements between the Chinese government and the governments of
their countries of origin, they shall be dealt with accordingly.

    Article 4  The State Administration for Industry and Commerce of the
People's Republic of China is the organ for the registration of resident
offices of foreign enterprises. It shall empower the administrative departments
for industry and commerce in the provinces, autonomous regions and the
municipalities directly under the Central Government to handle the
registration procedures.

    Article 5  The main items to be registered for the resident office of a
foreign enterprise are: name the office, address of residence, number of
representatives and their names, business scope and period of residence.

    Article 6  Foreign enterprises and other economic organizations shall go
through the prescribed registration procedures at the administrative
departments for industry and commerce in the provinces, autonomous regions and
the municipalities directly under the Central Government where the said
offices are to be located within 30 days from the date when their applications
for setting up resident offices within the territory of the People's Republic
of China are approved by the approving authorities.

    Article 7  A foreign enterprise or an economic organization shall submit
the following documents in applying for the registration of a resident office:

    1. the approval document issued by the approving authorities of the
People's Republic of China;

    2. the documents and data as listed in Article 3 of the Interim Provisions.

    Article 8  If the documents submitted by a foreign enterprise or an
economic organization for registration are established as conforming to these
Measures through examination, the registration office shall grant permission
to register and issue a certificate of registration and certificates for the
representatives after the registration fee is paid.

    The resident office of a foreign enterprise shall, on the strength of
the document of approval, certificate of registration and certificates for
the representatives, register with the public security organ, banks and the
Customs and tax authorities and other departments for residence permits and
other related matters.

    Article 9  The resident office of a foreign enterprise is deemed as
formally established from the date of its registration and the legitimate
activities of the said office and its representatives shall therefrom be
protected by the laws of the People's Republic of China.

    A resident office that has not been approved and registered shall not
proceed with its business activities.

    Article 10  In engaging the service of Chinese personnel, the resident
office of a foreign enterprise must follow the provisions prescribed in
Article 11 of the Interim Provisions and promptly report this to the
registration authorities for the record.

    Article 11  The registration certificate for the resident office of a
foreign enterprise is valid for a period of one year. The said office must,
upon the end of the period, renew the aforesaid document if it wishes to
continue its residence.

    To renew its registration, the resident office of a foreign enterprise
must, within 30 days before the date of the expiry of its certificate of
registration, submit to the registration authorities an annual report of its
business operations (in Chinese) and an application for renewal. In case
where the term of residence approved for a resident office expires, the
document of approval for renewal issued by the same authorities must also be
submitted at the time of renewing the registration and a form for renewal
shall be filled out. After examination by the registration office, the
original certificate shall be turned in and a new certificate of registration
shall be issued.

    Article 12  When the resident office of a foreign enterprise wishes to
make alterations with regard to the name of the office, the number of
representatives and their names, the scope of business and the address of the
resident office, an application for alterations shall be filed with the
registration office together with the document of approval issued by the
approving authorities before going through the prescribed procedure for
alterations.

    Where there is a change of representatives, a power of attorney issued by
the foreign enterprise or economic organization shall be submitted together
with the resumes of the new representatives.

    Article 13  If the resident office of a foreign enterprise desires to
terminate its business operations upon or before the expiration of the term of
residence, or the enterprise represented by the office declares bankruptcy, it
shall go through the deregistration procedure at the registration office. In
going through the deregistration procedure, documents issued by the tax
authorities, banks and Customs to certify the clearing up of taxes,
liabilities and other related matters shall be produced before approval is
granted for the deregistration and the cancellation of the certificate of
registration.

    Should the said office leave any matter unsettled, the foreign enterprise
or economic organization, the office represents shall be held responsible for
the settlement of that matter.

    Article 14  The State Administration for Industry and Commerce of the
People's Republic of China and the administrative departments for industry and
commerce in the provinces, autonomous regions and the municipalities directly
under the Central Government are entitled to supervise and check on the
business activities of the resident offices of foreign enterprises in
accordance with the stipulations in these Measures.

    In carrying out the check-up and supervision, the staff members of the
said departments shall present identification cards specially issued for that
purpose. The resident offices must report honestly and provide such information
and data as required. Refusal to report or holding back information shall not
be allowed.

    Article 15  Any of the following violations of the provisions in these
Measures shall be punished by the State Administration for Industry and
Commerce according to the seriousness of the case:

    1. The resident office of a foreign enterprise proven to have engaged in
direct profit-making operations in violation of the provisions of Article 3 of
these Measures shall be ordered to stop its business operations and be punished
concurrently with a fine of 20,000 yuan (RMB) or less.

    2. The resident office of a foreign enterprise proven to have altered any
item registered without going through the required procedure or failed to
deregister When it ought to shall be given a notice of warning which is to be
circulated. For more serious cases, a fine of up to 5,000 yuan (RMB) or less
shall be imposed or even the registration certificate be revoked.

    When the resident office of a foreign enterprise is found to have engaged
in speculation, frauds and other unlawful activities, all the proceeds and
properties thus obtained shall be confiscated in addition to a fine or even
the revocation of the registration certificate on the merit of the case. Cases
that violate the Criminal Low the People's Republic of China shall be dealt
with by the judicial organs according to law.

    Article 16  A foreign enterprise or other economic organizations engaging,
without authorization, in business operations only allowed for resident
offices shall be ordered to stop such activities and a fine of 10,000 yuan
(RMB) or less shall be imposed in addition.

    Article 17  These Measures also apply to foreign enterprises and other
economic organizations applying for accrediting their resident representatives
within the boundaries of the People's Republic of China.

    Article 18  Companies and other enterprises run by overseas Chinese or by
compatriots from Hong Kong and Macao, when applying for the establishment of
resident offices, shall go through registration procedures with reference to
these Measures so as to obtain registration certificates for the resident
offices of overseas Chinese enterprises and enterprises in Hong Kong and Macao.

    Article 19  Chinese-foreign equity joint ventures operating outside
China which have been approved to establish resident offices in China shall
also go through registration procedures with reference to these Measures.

    Article 20  These Measures shall go into effect as of March 15, 1983.