Laws of the People's Republic of China

No.36

In order to perform the relevant commitments of China's accession to WTO and to further promote the development of international freight agency in China, the Measures of the People's Republic of China on Administration of Foreign-funded International Freight Agency Enterprises were adopted at the 11th executive meeting of ministers of the Ministry of Foreign Trade and Cooperation and are hereby promulgated. These Measures shall come into force on the 30th day after the day of promulgation, the former Decree No.31 of 2001 shall be nullified at the same time. Minister of the Ministry of Foreign Trade and Economic Cooperation Shi Guangshen

December 11, 2002

Measures on Administration of Foreign-funded International Freight Agency Enterprises

Article 1

In order to promote the healthy development of international freight agency in China and to regulate the establishment and operation of foreign-funded international freight agency enterprises, these Measures are enacted in accordance with the relevant state laws and regulations on foreign-funded enterprises and the Provisions of the People's Republic of China for the Administration of International Freight Agency Industry.

Article 2

Foreign-funded international freight agency enterprises as used in these provisions refer to the enterprises with foreign investment that are established by foreign investors in the form of Chinese-foreign equity joint venture, Chinese-foreign contractual joint venture or sole foreign proprietorship, and that deal with international freight and relevant businesses for the trustor in the trustor's name or the enterprise's own name upon commission of the consignee or consigner of import or export goods, and collect remuneration (hereinafter referred to as foreign-funded international freight agency enterprises).

Article 3

The Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China (hereinafter referred to as MOFTEC) and the bodies authorized thereby are in charge of the approval and administration of foreign-funded international freight agency enterprises.

Article 4

Foreign investors may establish foreign-funded international freight agency enterprises within China in the form of Chinese-foreign equity joint venture, Chinese-foreign contractual joint venture or sole foreign proprietorship.

In a Chinese-foreign equity or contractual joint international freight agency enterprise established by foreign investors, the capital contribution of the Chinese party shall not be lower than 25%; the specific time for acceptance of applications for solely foreign-funded international freight agency enterprises shall be promulgated by MOFTEC separately.

Foreign investors may purchase established foreign-funded international freight agency enterprises by purchasing stock equity, however, the equity ratio and investors' qualification must meet the requirements of these provisions, where state-owned assets are involved, the relevant laws and regulations shall be followed.

Article 5

The Chinese and foreign parties applying for establishment of a foreign-funded international freight agency enterprise must meet the following conditions:

1)

At least one Chinese party is an international freight agency enterprise undertaking international freight agency business, or an import and export enterprise, or an enterprise engaging in relevant transport or storage business, the Chinese party meeting the aforesaid conditions shall be the largest shareholder among the Chinese parties;

2)

At least one foreign party is an enterprise that has dealt with international freight agency for 3 years or more, and the foreign party meeting the aforesaid conditions shall be the largest shareholder among the foreign parties;

3)

None of the Chinese and foreign parties has any record of violation of the industry rules in the 3 years prior to the day of application.

Article 6

If an international freight agency enterprise established within China by one foreign party has been in operation for less that 2 years, the said foreign party may not invest to establish a second international freight agency enterprise.

Article 7

For establishment of a foreign-funded international freight agency enterprise, the following requirements must be met:

1)

Having a registered capital of at least 1 million US dollars;

2)

Having at least 5 personnel who have engaged in international freight agency for 3 years or more or who have obtained the corresponding qualification certificates;

3)

Having a fixed business site;

4)

Having necessary business facilities, such as communication, transport, loading and packaging etc.

Article 8

A foreign-funded international freight agency enterprise may deal with part or all of the following business upon approval:

1)

Booking (ship leasing, air chartering and cabin chartering), consigning, storing and packaging;

2)

Supervision of loading and unloading of goods, consolidating and devanning, distribution, transferring and relevant short-distance transport services;

3)

Acting as an agent to make customs declarations, check and inspection, and to purchase insurance;

4)

Preparing the relevant documents, paying for the freight, settling and paying the miscellaneous expenses;

5)

Freight agency of international exhibits, personal articles and goods in transit;

6)

International multimode transport and container shipping (including consolidation);

7)

International express (excluding delivery of personal letters and official documents of party, political and military bodies at and above the county level);

8)

Consulting and other international freight agency business.

Enterprises undertaking international express delivery of letters or articles with the nature of a letter (excluding delivery of personal letters and official documents of party, political and military bodies at and above the county level) must, upon approval of the departments of foreign trade and economic cooperation, make the post trust certificate with the post department.

Article 9

To establish a foreign-funded international freight agency enterprise, the party shall file an application with MOFTEC pursuant to the procedures provided for in the existing state laws and regulations on foreign-funded enterprises, MOFTEC and the department authorized thereby are in charge of examining and approving the establishment of the enterprise, and issuing of the Foreign-funded Enterprise Approval Certificate and International Freight Agency Enterprise Approval Certificate. The following documents shall be provided for the establishment of a foreign-funded international freight agency enterprise:

1)

Application form;

2)

Feasibility study report;

3)

Contract and articles of association;

4)

Name list and resumes of the directors and major managerial personnel;

5)

Notice for advance approval of enterprise name issued by the industry and commerce department;

6)

Registration certifications and credit certifications in the countries or regions where the investors are located;

7)

Qualification certifications of the major investors;

8)

Certifications of the enterprise's business site;

9)

Other documents to be provided as required by the examination and approval body.

Article 10

The operation duration of a foreign-funded international freight agency enterprise shall not exceed 20 years as a general principle.

Article 11

If it has been one year or more since a foreign-funded international freight agency enterprise started business and the capital contributions have all been made by the parties, the enterprise may apply for setting up branches in other places of China.The business scope of a branch shall fall within that of the head company. The civil liabilities of the branch shall be borne by the head company. The registered capital of a foreign-funded international freight agency enterprise shall be subject to a 120, 000-US-dollars increase for each branch it sets up to operate as an international freight agency. For those cheating the examination and approval body for approval for establishment of branch by making false capital contribution or withdrawing registered capital etc, the examination and approval body will cancel the International Freight Agency Enterprise Approval Certificate of the branch, aside from giving punishment pursuant to the relevant regulations.

To apply for setting up a branch, the party shall file an application with the MOFTEC, and the MOFTEC or the department authorized thereby will decide whether to approve after seeking opinions from the department of foreign trade and economic cooperation of the place where the branch is to be set up. The following documents need to be provided for setting up a branch by a foreign-funded international freight agency enterprise:

1)

Letter of opinions of the department of foreign trade and economic cooperation of the place where the branch is to be set up;

2)

Resolution of the board of directors on setting up the branch, increasing the capital or modifying the articles of association;

3)

Agreement on modifying the contract and articles of association with respect to increase of capital;

4)

Report on the enterprise's business operations, reasons for setting up the branch and feasibility study analysis;

5)

Report on the verification of capital;

6)

Certifications of the personnel and business site of the branch;

7)

Other documents to be provided as required by the examination and approval body.

Article 12

Foreign-funded international freight agency enterprises shall strictly abide by the relevant laws and regulations of the state on foreign investment and the Provisions of the People's Republic of China on Administration of International Freight Agency Industry and the implementation rules thereof, and the relevant departments will punish any law-breaking or rule-breaking acts pursuant to the relevant laws and regulations.

Article 13

Foreign-funded international freight agency enterprises are encouraged to join in the civil organizations and trade guilds, such as China International Freight Forwarders Association, China Association of Enterprises with Foreign Investment etc, and voluntarily subject themselves to industry supervision and direction.

Article 14

These measures shall be referred to for the establishment of international freight agency enterprises in the mainland of China by companies, enterprises, other economic organizations and individuals from Hong Kong, Macao and Taiwan area.

Article 15

These Measures shall enter into force on the 30th day after the day of promulgation, the former Provisions on Administration of Foreign-funded International Freight Agency Enterprises shall be nullified at the same time.

This is hereby the notification.