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Article 1. In order to expand the exchange and cooperation with foreign countries, and to strengthen the administration of the foreign-funded distribution enterprises of books, newspapers, and journals, the present Measures are enacted in accordance with the Law of the People's Republic of China on Chinese-Foreign Equity Joint Enterprises, Law of the People's Republic of China on Chinese-Foreign Contractual Joint Enterprises, Law of the People's Republic of China on Foreign-Funded Enterprises, the Regulations on Publication Administration, and other relevant laws and regulations. Article 2. The present Measures shall apply to the foreign-funded distribution enterprises of books, newspapers, and journals that are established within the People's Republic of China. "Books, newspapers, and journals" mentioned in the present Measures refer to the books, newspapers, and journals that are published by the publishers approved by the administrative department of publication under the State Council. "Distribution" mentioned in the present Measures refers to wholesale and retail of books, newspapers, and journals. "Foreign-funded distribution enterprises of books, newspapers, and journals" mentioned in the present Measures refer to the Chinese-foreign equity joint, and Chinese-foreign contractual joint distribution enterprises of books, newspapers, and journals that are jointly established within the People's Republic of China by foreign enterprises, other economic organizations or individuals (hereinafter referred to foreign investors) with Chinese enterprises or other economic organizations upon approval by relevant departments of the Chinese government and according to the principle of equality and mutual benefit, and the solely foreign-funded distribution enterprises of books, newspapers, and journals that are established within China by foreign investors. Foreign investors' purchase of shares of or buy-out of domestic-funded distribution enterprises of books, newspapers, and journals is a way to establish foreign-funded distribution enterprises of books, newspapers, and journals. Where a foreign investor purchases any shares of or buys out any domestic-funded distribution enterprise of books, newspapers, and journals, the enterprise shall go through relevant formalities for changing into a foreign-funded enterprise pursuant to the present Measures. Article 3. Foreign-funded distribution enterprises of books, newspapers, and journals to be established shall be limited liability companies and joint stock limited companies. Article 4. Foreign-funded distribution enterprises of books, newspapers, and journals shall abide by the laws and regulations of China in distribution of books, newspapers, and journals. The proper business activities of foreign-funded distribution enterprises of books, newspapers, and journals and the legitimate rights and interests of the investing parties shall be under the protection of the law of China. Article 5. Foreign-funded distribution enterprises of books, newspapers, and journals shall comply with the requirements of urban planning in selection of sites. Article 6. The administrative department of press and publication under the State Council and the administrative department of foreign trade and economic cooperation under the State Council shall be in charge of the examination and approval, and the supervision and administration of foreign-funded distribution enterprises of books, newspapers, and journals. The administrative departments of press and publication and the administrative departments of foreign trade and economic cooperation of the localities at the county level and above shall, according to the division of their respective duties, be in charge of the supervision and administration of the foreign-funded distribution enterprises of books, newspapers, and journals within their respective administrative areas. Article 7. The following conditions shall be satisfied for the establishment of a foreign-funded wholesale enterprise of books, newspapers, and journals: (1) The Chinese and foreign investors shall be able to assume civil liabilities independently, have the capacity for distribution of books, newspapers, and journals, and have no record of violation of laws or rules within the last 3 years; (2) The legal representative or general manager shall have the middle-level or higher qualification certificate of publisher, and the publishing professionals shall have the basic-level or higher qualification certificate of publisher; (3) The enterprise shall have fixed business sites accommodated to the wholesale business, the area for business shall be no less than 50 square meters, and the area of separate business site shall be no less than 500 square meters; (4) The registered capital shall be no less than RMB 30 million Yuan; and (5) The duration of business operation shall not exceed 30 years. Article 8. The following conditions shall be satisfied for the establishment of a foreign-funded retail enterprise of books, newspapers, and journals: (1) The Chinese and foreign investors shall be able to assume civil liabilities independently, have the capacity for distribution of books, newspapers, and journals, and have no record of violation of laws or rules within the last 3 years; (2) The legal representative or general manager shall have obtained the intermediate qualification certificate of publisher or above, and the publishing professionals shall have the junior qualification certificate of publisher or above; (3) The enterprise shall have fixed business sites accommodated to the business; (4) The registered capital shall be no less than RMB 5 million Yuan; and (5) The duration of business operation shall not exceed 30 years. Article 9. Where a Chinese investor makes investment with state-owned assets (including contribution after converting the assets into cash or taking those assets as conditions for cooperation), that investor shall go through the formalities for evaluation of state-owned assets and confirmation of evaluation results pursuant to the relevant provisions of the state. Article 10. To establish a foreign-funded distribution enterprise of books, newspapers, and journals, a party shall file an application with the administrative department of press and publication of the province, autonomous region, or municipality directly under the Central Government where the enterprise to be established is located, and submit the following documents: (1) Application form for establishment of foreign-funded distribution enterprise of books, newspapers, and journals; (2) Project proposal and feasibility study report jointly formulated or recognized by the investors and signed by the legal representatives or general managers of the investors. A project proposal shall include the following matters: 1. Name and domicile of each investor; 2. Name, legal representative, domicile, business scope, registered capital, and total investment amount, of the foreign-funded distribution enterprise of books, newspapers, and journals to be established; and 3. Contribution method and amount of each investor; (3) Business license or registration certificate, credit certificate, and valid certificate and qualification certificate of the legal representative of each investor; and (4) Where the Chinese investor of a Chinese-foreign equity joint, or Chinese-foreign contractual joint enterprise invests with state-owned assets, the state-owned assets evaluation report and the confirmation (record) documents of the evaluation result. The administrative department of press and publication of the province, autonomous region, or municipality directly under the Central Government shall, within 15 workdays from receiving the application documents, present the examination opinions and submit the application to the administrative department of press and publication under the State Council for examination and approval. Article 11. The administrative department of press and publication of a province, autonomous region, or municipality directly under the Central Government shall submit the following documents when presenting the application for foreign-funded distribution enterprises of books, newspapers, and journals to the administrative department of press and publication under the State Council: (1) Application documents specified in Article 10 hereof; (2) Examination opinions of the administrative department of press and publication of the province, autonomous region, or municipality directly under the Central Government; and (3) Other documents provided for by the laws and regulations. The administrative department of press and publication under the State Council shall make the decision whether to grant the approval or not within 30 workdays from the day of receiving the application and the examination opinions, and the administrative department of press and publication of the province, autonomous region, or municipality directly under the Central Government shall notify the applicant of the decision in writing; and reasons shall be explained to the applicant where the approval is not granted. Article 12. Where an applicant has obtained the document of approval from the administrative department of press and publication under the State Council, it shall file an application with the administrative department of trade and economic cooperation of the province, autonomous region, or municipality directly under the Central Government where it is located pursuant to the relevant laws and regulations, and submit the following documents: (1) Application documents specified in Article 11 hereof and the document of approval of the administrative department of press and publication under the State Council; (2) The contract and articles of incorporation of the foreign-funded distribution enterprise of books, newspapers, and journals signed by the legal representative or a representative authorized thereby of each investor; (3) Name list and certificates of the board members of the foreign-funded distribution enterprise of books, newspapers, and journals to the established; (4) The notice for beforehand examination and approval of enterprise name issued by the department of industry and commerce administration; and (5) Other documents provided for by laws and regulations. The administrative department of trade and economic cooperation of the province, autonomous region, or municipality directly under the Central Government shall, within 15 workdays from receiving the application and the relevant documents, present the examination opinions and submit the application to the administrative department of trade and economic cooperation under the State Council for examination and approval. Article 13. The administrative department of trade and economic cooperation of the province, autonomous region, or municipality directly under the Central Government shall submit the following documents when presenting an application for the establishment of a foreign-funded distribution enterprises of books, newspapers, and journals to the administrative department of trade and economic cooperation under the State Council: (1) Application documents specified in Article 12 hereof; (2) Examination opinions of the administrative department of trade and economic cooperation of the province, autonomous region, or municipality directly under the Central Government; and (3) Other documents provided for by laws and regulations. The administrative department of trade and economic cooperation under the State Council shall make a written decision on whether to grant the approval or not within 30 workdays from the day of receiving all the documents required. Where the application for establishment is approved, a Certificate of Approval for Foreign-Funded Enterprise shall be issued. Article 14. An applicant for foreign-funded distribution enterprise of books, newspapers, and journals shall, within 90 days from obtaining the approval and by taking the document of approval and the Certificate of Approval for Foreign-Funded Enterprise, draw the Publication Operation License with the administrative department of press and publication of the province, autonomous region, or municipality directly under the Central Government. The applicant shall, by taking the Publication Operation License and the Certificate of Approval for Foreign-Funded Enterprise, draw the business license with the local department of industry and commerce administration according to law before it can engage in the distribution of books, newspapers, and journals. Article 15. Where a foreign-funded distribution enterprise of books, newspapers, and journals established upon approval applies for alteration in terms of investor, registered capital, total amount of investment, business scope, or business duration, it shall go through relevant alteration formalities and registration formalities pursuant to Articles 10, 11, 12, 13, and 14 hereof. Any other alteration of a foreign-funded distribution enterprise of books, newspapers, and journals shall be reported for approval or put on record with the administrative department of trade and economic cooperation under the State Council pursuant to the relevant provisions on foreign-funded enterprises. Where a foreign-funded distribution enterprise of books, newspapers, and journals alters its name, domicile, legal representative, major principal, or terminates the business activities upon expiration of the business duration, it shall put on record with the local administrative department of press and publication of the province, autonomous region, or municipality directly under the Central Government. Article 16. Where a foreign-funded distribution enterprise of books, newspapers, and journals does need to extend its duration of business operation upon expiration, it shall file an application with the administrative department of trade and economic cooperation under the State Council 180 days prior to the expiration of the duration, and the said department shall make a written decision on whether to grant the approval or not within 30 days from the day of receiving the application form. Where the application is approved, the enterprise shall put on record with the local administrative department of press and publication of the province, autonomous region, or municipality directly under the Central Government within 30 days. Article 17. The present Measures shall be applicable to the establishment of distribution enterprises of books, newspapers, and journals by the investors from Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan in other provinces, autonomous regions, and municipalities directly under the Central Government. Article 18. Where a foreign-funded distribution enterprise of books, newspapers, and journals is to provide the services of on-line sale, chain operation, or readers' club, it shall go through the examination and approval formalities pursuant to Articles 7 to 14 hereof. Article 19. The present Measures shall come into force as of May 1, 2003. The provisions hereof on the establishment of foreign-funded wholesale enterprises of books, newspapers, and journals shall come into force as of December 1, 2004. |
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