海南经济特区外商投资条例（1）

颁布日期：19910316 　实施日期：19910316 　颁布单位：海南省人大常委会

PART ONE　GENERAL PROVISIONS

Article 1　These Regulations are formulated in accordance with the relevant laws and regulations of the PRC and the specific circumstances of the Hainan Special Economic Zone， in order to attract foreign investment and accelerate the development of the Hainan Special Economic Zone.

Article 2　For the purposes of these Regulations， the term “foreign business entities” shall refer to foreign companies， enterprises， other economic entities or individuals that invest in the Hainan Special Economic Zone.

Article 3　Foreign business entities are encouraged to invest in and develop Hainan Island and to establish all kinds of economic and social projects.

Article 4　Hainan province protects the lawful rights and interests of foreign business entities according to law.

Article 5　All activities of foreign business entities must comply with the laws and regulations of the PRC and the local regulations of Hainan province.

Article 6　The administrative department of Hainan province in charge of economic cooperation shall be the authority in charge of foreign investment in the Hainan Special Economic Zone.

Article 7　The forms of capital contribution provided for in these Regulations include the following：

1. freely convertible foreign currencies；

2. Renminbi profits derived by foreign business entities from Sino-foreign equity joint ventures， Sino-foreign co-operative joint ventures and wholly foreign-owned enterprises established in the PRC；

3. machinery， equipment， raw materials and other materials；

4. leaseholds， and the structures on such land， that may be used as co-operation conditions pursuant to the Hainan Special Economic Zone， Granting and Assigning Leaseholds for Value Regulations； or

5. industrial property and proprietary technology.

Article 8　The methods of investment provided for in these Regulations include：

1. establishment of Sino-foreign equity joint ventures， Sino-foreign co-operative joint ventures and wholly foreign-owned enterprises （hereafter， “foreign investment enterprises”）， and of other types of enterprises permitted by law；

2. engaging in compensation trade， processing and assembly of supplied materials and co-operative production；

3. participating in and buying existing enterprises；

4. purchasing negotiable securities such as stocks and bonds；

5. obtaining leaseholds according to law， and developing and engaging in business relating to large tracts of land； and

6. other internationally current methods of investment.

PART TWO　ESTABLISHMENT AND REGISTRATION OF ENTERPRISES

Article 9　Unless the State provides otherwise， the establishment of foreign investment enterprises in the Hainan Special Economic Zone shall be examined and approved by the administrative department of Hainan province in charge of economic cooperation and the agency authorized by the Hainan Provincial People's Government （hereafter， collectively referred to as the “examination and approval authorities”）。 Approval certificates shall be issued by the administrative department of Hainan province in charge of economic cooperation.

Article 10　When applying for permission to establish a foreign investment enterprise， the applicant must submit the following official documents to the examination and approval authorities：

1. an application for permission to establish a foreign investment enterprise；

2. the written replies from the relevant departments to the project proposal （including special reports on operation of special industries）；

3. the project feasibility study；

4. the agreement， contract and Articles of association signed by the legal or authorized representative of each party to the equity or co-operative joint venture （in the case of a wholly foreign-owned enterprises， only the Articles of association need be submitted）；

5. in the case of an equity or co-operative joint venture， the Chinese party must submit its business licence and the foreign party must submit its foreign certificate of enterprise registration or the individual identity papers of the investor. An applicant applying for permission to establish a wholly foreign-owned enterprise must submit its certificate of foreign enterprise registration or the individual identity papers of the investor；

6. the investors' certificates of creditworthiness；

7. the approval document for the establishment of the equity or co-operative joint venture issued by the department in charge of the Chinese party to the equity or co-operative joint venture； and

8. the names of the persons selected for the board of directors or the management organization.

Article 11　The examination and approval authorities shall， within 30 days after receipt of the documents specified in Article 10， decide whether to approve or reject the application.

Article 12　Within 30 days after receipt of the approval certificate， the applicant shall， on the strength of the approval certificate， carry out registration procedures at the administration for industry and commerce of Hainan province authorized by the State， in accordance with the State's regulations concerning administration of enterprise registration.

The authorized administration for industry and commerce shall carry out industrial and commercial registration and issue a business licence within 10 days after receipt of the relevant documents. The date of issue of the business licence shall be the date of establishment of the foreign investment enterprise.

Article 13　Foreign investment enterprises shall carry out tax registration with the tax authorities of the places where they are located on the strength of the relevant documents within 30 days after the date of their establishment.

Article 14　A foreign business entity that purchases， or owns at least 25% of the shares of， an existing enterprise in the Hainan Special Economic Zone may apply for the original enterprise to be changed to a foreign investment enterprise. Upon approval of such change by the examination and approval authorities， corresponding changes shall be made in the registrations with the administration for industry and commerce of Hainan province authorized by the State and the tax authorities of the place where the enterprise is located.

PART THREE　SCOPE OF INVESTMENT

Article 15　Foreign business entities are encouraged to invest in sectors such as industry， agriculture， transportation， scientific and technological development and tourism.

Article 16　Foreign business entities are encouraged to invest in infrastructure construction projects such as ports， piers， airports， highways， railroads， power stations， coal mines， water conservancy， as well as in agricultural development projects， using equity or co-operative joint ventures as investment vehicles. Foreign business entities may also operate special facilities through wholly foreign-owned enterprises. Foreign business entities investing in such projects may simultaneously establish enterprises and service institutions that are connected with such projects and that generate large benefits and have short payback periods， and may subsequently conduct comprehensive business operations.

Article 17　Foreign business entities are encouraged to invest in and develop large tracts of land in accordance with unified construction plans. During the periods of validity of the leaseholds vested in foreign business entities for the land developed by them， the foreign business entities may assign and lease such rights as well as mortgage them to banks as security for loans. Specific issues shall be handled pursuant to the methods set forth in the Hainan Special Economic Zone， Granting and Assigning Leaseholdsfor Value Regulations.

Article 18　Subject to approval by the People's Bank of China， foreign business entities may establish wholly foreign-owned banks， Sino-foreign equity joint venture banks and other financial institutions in the Hainan Special Economic Zone， and may carry on business within their approved scopes of business.

Article 19　Subject to approval by the relevant departments of the Hainan Provincial People's Government， foreign business entities may explore for and mine minerals in Hainan Island in accordance with the principle of reasonable mining for consideration， using equity joint ventures， co-operative joint ventures or wholly foreign-owned enterprises as investment vehicles. However， where the State has other regulations， such regulations shall prevail.

Article 20　Industries and projects in which foreign investment is to be restricted or prohibited shall be separately determined by the Hainan Provincial People's Government in accordance with the relevant regulations of the State Council.

PART FOUR　IMPORT AND EXPORT OF MATERIALS

Article 21　Foreign investment enterprises established in the Hainan Special Economic Zone and enterprises in the Hainan Special Economic Zone whose shares are at least 25% owned by foreign business entities shall have the right to engage in import and export trade in order to import the supplies necessary for their own production and business and to export their own products. Upon approval by the relevant departments， foreign investment enterprises engaged in infrastructure construction and agricultural development may purchase and export products that neither require an export licence nor are subject to quotas.

Article 22　The following imports by foreign investment enterprises shall be exempt from customs duties and product or value-added tax： machinery， equipment， raw materials （including building materials）， parts and fittings necessary for construction and production by the enterprises； and office Articles， means of transportation and other goods and materials for their own use.

Article 23　Export products produced by foreign investment enterprises shall be exempt from customs duties and， except for crude oil， finished oil products and a small number of other products for which the State has provided otherwise， the product or value-added tax already paid in the Hainan Special Economic Zone on such products shall be refunded.

Article 24　The Hainan Special Economic Zone shall establish bonded zones in accordance with the relevant regulations of the State， subject to approval by the State Council. Foreign investment enterprises may establish bonded warehouses and bonded factories in accordance with the relevant regulations of the State， subject to approval by Customs. The storage， processing and assembly of goods in bonded zones， bonded warehouses and bonded factories and their subsequent re-export shall not require the payment of duty and tax to Customs but shall be subject to Customs supervision.

PART FIVE　EXCHANGE CONTROL

Article 25　Foreign investment enterprises may open foreign exchange accounts with the banks of their choice in the Hainan Special Economic Zone. All their foreign exchange revenue and expenditure must be deposited in and made from their foreign exchange deposit accounts with such banks.

Article 26　Foreign investment enterprises shall balance their own foreign exchange revenue and expenditure. Enterprises may adjust their foreign exchange surpluses and deficits in foreign exchange adjustment centers in the Hainan Special Economic Zone. Upon approval by the exchange control departments of the places where the enterprises are located， they may also adjust such surpluses and deficits in foreign exchange adjustment centers outside Hainan province