山西省政府


完善乡村集体企业承包制的试行办法
山西省政府



为了进一步完善乡村集体企业的承包责任制，特制定本办法。
一、根据所有权和经营权分离的原则，乡办、村办集体企业应通过经营承包责任制等形式，使集体优越性和个人积极性同时得到发挥，以增强企业活力，扩大企业自主权，发展生产，提高企业的商品率和利润率，扩大积累，增加收入。
二、乡村集体企业，要按照企业的特点完善承包制度。那种简单套用农田“大包干”的承包办法，实践证明弊多利少，应当改变。凡经营规模较大、固定资产较多的集体企业，一般应实行“职工集体承包、厂长（经理）负责、定额上交利润、超额比例分成”或“能人牵头、定额上交、
超利润分成”的办法。
经营不善亏损的企业、小型企业，可实行租赁，有的可折价出售。实行租赁制或个人承包的集体企业，所有制性质不变。工商行政管理部门办理乡镇企业营业执照，应经县（市）乡镇企业主管部门审查、签注意见。
三、乡村集体企业的承包指标要全面。承包指标不仅要包括产值、收入和利润，还要包括产品质量、原材料消耗、各项提留、固定资产保值、设备完好、安全生产、环境保护等项指标。
承包基数要合理。依据企业的生产能力、技术进步、经济增长因素、固定资产增值、市场预测和资金变化等情况，认真测算，民主合理确定。
承包和出租的企业均应实行财产担保。承包人或承租人要提交户籍所在地政府证明，预交保证金，或由当地有经济实力的单位担保。出租的企业要准确地评估出租的资产价值，并合理计算应交租金。在租赁期内，要按规定提留固定资产折旧基金，并专款专用，以保证固定资产及时更新
。
四、集体企业的承包，应实行公开招标、答辩考核、择优选定承包者。承包人应该懂技术、会管理、善经营。要支持能工巧匠到异地经营或承包；鼓励城市的技术人才和经营人才保留户籍，下乡承包或经营企业。
乡（镇）办企业和三十万元产值以上村办企业厂长（经理）的任免，要报县乡镇企业主管部门备案。
对乡村干部为发展集体企业做出的贡献，应予肯定和鼓励。但是，根据“政企分开”的原则，乡级国家干部不能承包集体企业，村主要干部也不宜直接承包集体企业。已承包的应辞去党政干部职务。少数仗权承包，不投入资金和活劳动而分红，入“权力股”和“暗股”的，必须坚决纠
正，严肃处理。
五、企业要根据财政部、农牧渔业部颁发的《乡镇企业财务制度》、《乡镇企业会计制度》要求，配备领有《任用证》的财会人员，并保持相对稳定，要建立完善的帐簿，健全财务制度，加强财务管理。在签订和兑现承包合同时，要根据《山西省乡镇企业改革试行方案》中有关利润分
配比例的规定，合理计算各项指标，并在承包合同中作出规定。企业要按规定提留固定资产折旧基金、大修理基金和其它应提留的各种费用，专款专用。企业从国家减免税收等政策性照顾所增加的收入，应留企业用于扩大再生产，不得参加分配。
为了推动企业健全财务制度，正确处理好各方面的经济关系，县乡镇企业主管部门和农业银行要对乡（镇）办企业和较大规模的村办企业实行《年终财务决算》或《分配方案》审批制度。
六、乡村企业具有法人地位，企业的承包者为法人代表。在服从国家计划指导和遵守政策法令的前提下，企业有下列权利：选择灵活多样的经营方式；自主安排产供销活动；拥有和支配自有资金，聘用和选举本企业工作人员；自行决定用工制度和工资奖励方式；在国家允许范围内确定
本企业产品价格；有权抵制乱安排人员和乱收费、滥摊派等。要把企业的经营自主权真正落实到企业经营者身上。
乡村集体企业的自主权应当受到尊重，各级政府不应干涉其正当的经济活动，不得截留属于企业的权力。
七、乡村集体企业承包后，乡村合作经济组织，仍应始终关注企业的经营管理，正确处理企业的重大问题，履行承包合同规定的权利和义务。
八、企业经营者要集中力量改善企业内部机制，要层层分解落实承包责任制，要联产计酬、联利计酬，实行浮动工资。承包者报酬从优，但与群众的悬殊不宜过大。要加强企业管理，挖掘内部潜力，提高经济效益。
九、要搞好乡村集体企业的民主管理，定期召开职工（代表）大会，民主讨论经营管理的重大问题，充分调动职工的积极性。
十、实行股份制的企业，应通过股东代表会议推举董事会。经营者对董事会负责。
乡村集体企业受同级合作经济组织的领导。
十一、所有乡村企业在完善经营承包责任制过程中，者要发扬艰苦奋斗、勤俭办企业的优良传统，增产节约，增收节支，坚决纠正和抵制讲诽场、摆阔气、铺张浪费的现象。
十二、签订承包合同要经过公证。对于违背合同规定拒不上交提留等问题，要按照《经济合同法》的有关规定严肃处理。



1987年5月8日
The National People's Congress


LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON FOREIGN-CAPITAL ENTER-PRISES

(Adopted at the Fourth Session of the Sixth National People's
Congress, promulgated by Order No. 39 of the President of the People's
Republic of China and effective as of April 12, 1986)


Article 1
With a view to expanding economic cooperation and technical exchange with
foreign countries and promoting the development of China's national
economy, the People's Republic of China permits foreign enterprises, other
foreign economic organizations and individuals (hereinafter collectively
referred to as "foreign investors") to set up enterprises with foreign
capital in China and protects the lawful rights and interests of such
enterprises.
Article 2
As mentioned in this Law, "enterprises with foreign capital" refers to
those enterprises established in China by foreign investors, exclusively
with their own capital, in accordance with relevant Chinese laws. The term
does not include branches set up in China by foreign enterprises and other
foreign economic organizations.
Article 3
Enterprises with foreign capital shall be established in such a manner as
to help the development of China's national economy; they shall use
advanced technology and equipment or market all or most of their products
outside China. Provisions shall be made by the State Council regarding
the lines of business which the state forbids enterprises with foreign
capital to engage in or on which it places certain restrictions.
Article 4
The investments of a foreign investor in China, the profits it earns and
its other lawful rights and interests are protected by Chinese law.
Enterprises with foreign capital must abide by Chinese laws and
regulations and must not engage in any activities detrimental to China's
public interest.
Article 5
The state shall not nationalize or requisition any enterprise with foreign
capital. Under special circumstances, when public interest requires,
enterprises with foreign capital may be requisitioned by legal procedures
and appropriate compensation shall be made.
Article 6
The application to establish an enterprise with foreign capital shall be
submitted for examination and approval to the department under the State
Council which is in charge of foreign economic relations and trade, or to
another agency authorized by the State Council. The authorities in charge
of examination and approval shall, within 90 days from the date they
receive such application, decide whether or not to grant approval.
Article 7
After an application for the establishment of an enterprise with foreign
capital has been approved, the foreign investor shall, within 30 days from
the date of receiving a certificate of approval, apply to the industry and
commerce administration authorities for registration and obtain a business
licence. The date of issue of the business licence shall be the date of
the establishment of the enterprise.
Article 8
An enterprise with foreign capital which meets the conditions for being
considered a legal person under Chinese law shall acquire the status of a
Chinese legal person, in accordance with the law.
Article 9
An enterprise with foreign capital shall make investments in China within
the period approved by the authorities in charge of examination and
approval. If it fails to do so, the industry and commerce administration
authorities may cancel its business licence. The industry and commerce
administration authorities shall inspect and supervise the investment
situation of an enterprise with foreign capital.
Article 10
In the event of a separation, merger or other major change, an enterprise
with foreign capital shall report to and seek approval from the
authorities in charge of examination and approval, and register the change
with the industry and commerce administration authorities.
Article 11
The production and operating plans of enterprises with foreign capital
shall be reported to the competent authorities for the record.
Enterprises with foreign capital shall conduct their operations and
management in accordance with the approved articles of association, and
shall be free from any interference.
Article 12
When employing Chinese workers and staff, an enterprise with foreign
capital shall conclude contracts with them according to law, in which
matters concerning employment, dismissal, remuneration, welfare benefits,
labour protection and labour insurance shall be clearly prescribed.
Article 13
Workers and staff of enterprises with foreign capital may organize trade
unions in accordance with the law, in order to conduct trade union
activities and protect their lawful rights and interests.
The enterprises shall provide the necessary conditions for the activities
of the trade unions in their respective enterprises.
Article 14
An enterprise with foreign capital must set up account books in China,
conduct independent accounting, submit the fiscal reports and statements
as required and accept supervision by the financial and tax authorities.
If an enterprise with foreign capital refuses to maintain account books in
China, the financial and tax authorities may impose a fine on it, and the
industry and commerce administration authorities may order it to suspend
operations or may revoke its business licence.
Article 15
Within the scope of the operations approved, enterprises with foreign
capital may purchase, either in China or from the world market, raw and
semi-processed materials, fuels and other materials they need. When these
materials are available from both sources on similar terms, first priority
should be given to purchases in China.
Article 16
Enterprises with foreign capital shall apply to insurance companies in
China for such kinds of insurance coverage as are needed.
Article 17
Enterprises with foreign capital shall pay taxes in accordance with
relevant state provisions for tax payment, and may enjoy preferential
treatment for reduction of or exemption from taxes.
An enterprise that reinvests its profits in China after paying the income
tax, may, in accordance with relevant state provisions, apply for refund
of a part of the income tax already paid on the reinvested amount.
Article 18
Enterprises with foreign capital shall handle their foreign exchange
transactions in accordance with the state provisions for foreign exchange
control. Enterprises with foreign capital shall open an account with the
Bank of China or with a bank designated by the state agency exercising
foreign exchange control. Enterprises with foreign capital shall manage
to balance their own foreign exchange receipts and payments. If, with the
approval of the competent authorities, the enterprises market their
products in China and consequently experience an imbalance in foreign
exchange, the said authorities shall help them correct the imbalance.
Article 19
The foreign investor may remit abroad profits that are lawfully earned
from an enterprise with foreign capital, as well as other lawful earnings
and any funds remaining after the enterprise is liquidated.
Wages, salaries and other legitimate income earned by foreign employees in
an enterprise with foreign capital may be remitted abroad after the
payment of individual income tax in accordance with the law.
Article 20
With respect to the period of operations of an enterprise with foreign
capital, the foreign investor shall report to and secure approval from the
authorities in charge of examination and approval. For an extension of the
period of operations, an application shall be submitted to the said
authorities 180 days before the expiration of the period. The authorities
in charge of examination and approval shall, within 30 days from the date
such application is received, decide whether or not to grant the
extension.
Article 21
When terminating its operations, an enterprise with foreign capital shall
promptly issue a public notice and proceed with liquidation in accordance
with legal procedure. Pending the completion of liquidation, a foreign
investor may not dispose of the assets of the enterprise except for the
purpose of liquidation.
Article 22
At the termination of operations, the enterprise with foreign capital
shall nullify its registration with the industry and commerce
administration authorities and hand in its business licence for
cancellation.
Article 23
The department under the State Council which is in charge of foreign
economic relations and trade shall, in accordance with this Law, formulate
rules for its implementation, which shall go into effect after being
submitted to and approved by the State Council.
Article 24
This Law shall go into effect on the day of its promulgation.




Important Notice:
This English document is coming from "LAWS AND REGULATIONS OF THE
PEOPLE'S REPUBLIC OF CHINA GOVERNING FOREIGN-RELATED MATTERS" (1991.7)
which is compiled by the Brueau of Legislative Affairs of the State
Council of the People's Republic of China, and is published by the China
Legal System Publishing House.
In case of discrepancy, the original version in Chinese shall prevail.