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The main forms of the province's foreign funds utilization are as
follows:
I. Indirect Foreign Investment Utilization (Foreign Loans)
1). Foreign government loans and loans from international financial
organizations.
2). Foreign export credits and commercial loans.
3). Bonds issues in foreign countries.
2. Direct Foreign Investment Utilization
Foreign businessmen may take investment in Liaoning by way of joint
venture, cooperative enterprise, solely foreign owned enterprise
and share-holding JVs; also including processing with supplied materials,
assembling with supplied parts, compensation trade, international
leasing and BOT as well.
1). Sino Foreign Joint Venture (JV for short)
JV are limited liability companies established jointly by foreign
companies, enterprises, other economic entities or individuals,
according to Chinese law and within China's territory, and Chinese
companies, enterprises or other economic entities in the form of
joint investment.
Both parties make investment, run business and take risks, share
profits and losses. According to the law of the People's Republic
of China on Joint Ventures Using Chinese And Foreign Investment,
JV established within China's territory are granted with legal person
status and are subject to the jurisdiction and protection of Chinese
law.
Foreign investment in a JV shall cover at least 25 percent of its
registered capital. Each participant to a joint venture may contribute
cash, or provide buildings, premises, equipment or other materials,
industrial property right, know-how, site use right as investment
by ascertaining its value.
Both parties are not allowed to draw back or reduce its investment
during the term of the joint venture. In a joint venture, the general
manager carries out various resolutions and leads the daily operational
and managerial work under the leadership of the board of directors.
The board of directors is the highest organ of authority of a joint
venture, which determines all the major problems concerning the
joint venture.
2). Sino--Foreign Co-operative Enterprise:
Foreign enterprises, other economic entities or individuals and
Chinese enterprises or other economic entities, according to the
law of the People's Republic of China on Chinese--Foreign Contractual
Joint Ventures, Upon the approval by the Chinese government, establish
cooperative enterprises within China's territory in accordance with
the signed co-operative contracts.
In a co-operative enterprise, each party's rights &interests,
obligations, investment, cooperation conditions, distributions of
products and profits shares of risks and losses, ways of management
and operation, the ownership of property at its termination, shall
all be stipulated by the co-operative contracts.
As to forms of organization, it may either be a co-operative enterprise
with independent Chinese legal person status, or just a cooperative
project bound by contract signed by each party.
Those meeting the requirements of a legal person status, shall acquire
Chinese legal person status according to law. Enterprise or project
approved to operation subject to the protection of the Chinese law.
The Chinese participant to a co-operative enterprise may provide
land, natural resources, labor forces, labor services, or buildings,
equipment and facilities available; and the foreign party may contribute
capital, technology, main equipment and materials. It differs the
equity JV mainly in that it may not calculate shares by currency,
and may not share profits by proportion of stocks too, rather according
to agreed forms of investment and proportion of distribution.
3). Foreign Enterprises
Foreign enterprises are enterprises, according to the Foreign Enterprise
Law of the People's Republic of China, established within China's
territory upon the approval by the Chinese government, with its
entire investment by foreign companies, enterprises, other economic
entities or individuals.
Representative offices by foreign enterprises and other economic
organizations are not included. The establishment of foreign enterprises
must be in favor of the development of China's national economy,
adopt advanced technology and equipment, or most of its products
are for export.
Foreign enterprises, so long as it satisfies the essential requirements,
shall obtain its legal person status according to law. Chinese laws
protect foreign investor's profits from its investment in China
and other legitimate rights and interests. Its business operational
activities within the scope of the approved articles of association
shall not be interfered.
4). Sino--Foreign Share -- Holding Limited Company
(Share--holding JV for short) Shareholding JV is a legal person
established in accordance with relevant Chinese Law, with its total
capital being made of equal shares.
Shareholders share their responsibility to the company according
to shares they hold, and the company bears responsibility to its
debts with all its assets. Company's stocks are share held by Chinese
and foreign holders, foreign shareholders may purchase shares in
free convertible currencies.
In a share holding JV, the foreign shares shall account for 25%
or above of the registered capital.
The main differences between a share holding company and a joint
venture:
(a) Forms of investment: investors in a joint venture usually use
cash or premises, equipment and industrial property right as investment,
in case of large amount, installment payment is allowed; shareholders
in a share holding company generally use cash to buy shares, amount
as you like, one time pay all.
(b) Main body of investments: investors of a joint venture mainly
include companies, enterprises and other economic entities home
and abroad, foreign individuals are also allowed; in a share holding
company, besides all the above mentioned bodies, other fund organizations,
scientific research institute, social organizations and individual,
are all allowed to hold shares.
(c) Capital flow: investors in a joint venture may transfer its
shares through approval, but are not allowed to draw back its registered
capital during its term of operation; while shareholders in a share
holding company are free to transfer their shares from the very
beginning the company issued its stocks.
(d) Duration: a joint venture may not, but usually does have a fixed
duration; but a share holding company generally doesn't have one.
(e) Organization: a joint venture is set up with its board of directors
and an operation and management body, the former decides all major
issues concerning the joint venture and the latter is responsible
for its operating activities; while in a share holding company,
shareholders' conference or their representatives' conference is
the highest power authority. Under it there are a board of directors
and a board of supervisors of the same power level. The former is
the standing executive body of the shareholders' conference, below
with operation and management departments; and the latter is the
company's permanent supervising organ, which bears the responsibility
of exercising supervision to the former.
(f) Business scope: joint venture is only allowed to produce and
sell specified products permitted, and its registered capital cannot
be used as investment elsewhere; while a share holding company possesses
the functions of an "umbrella" company, it can invest
other enterprises with whole or part of its registered capital.
5). Processing with Supplied Materials
Foreign partner provides raw materials, together with some supplementary
and packaging materials, while the Chinese side undertakes the processing
according to the requirements of the foreign partner. The foreign
partner is responsible for the reselling of the processed products
and pays the processing fee to the Chinese side. In case foreign
partner provides some equipment, it can be offset from the processing
fee.
6). Assembling with Supplied Parts
The foreign firms provide parts and components, some with related
technology and testing measure, to their Chinese partner for assembling.
The foreign firms are responsible for the reselling of the finished
products and pay the assembling fee to their Chinese partner.
7). Compensation Trade
Compensation trade is a trade form practiced to make use of foreign
machinery; equipment and products produced by the supplied equipment
and technologies or by other commodities repay production technology
etc under credit basis, the loan. By means of payment it can be
divided into direct compensation trade and indirect compensation
trade. By the former we mean that the payment is made by interrelated
products manufactured with the imported equipment and technology;
by the latter, the payment is made by unrelated products.
8). International Leasing:
International leasing is a trade form to raise overseas funds and
acquire fixed assets using right. Basic features are: the lessor,
while remaining unchanged the property ownership, gives up its using
right and provides the lessee with the convenience of credits through
leasing equipment and tools; the lessee, by way of regular rent
payment, acquire the using right of equipment and tools not belonging
to them and capital credits which equals the purchasing cost of
the leased equipment.
9). BOT
BOT is a form of foreign funds utilization recently emerged, which
has attracted lots of attention and been often adopted by the international
society. That is, in a state large industrial technology introduction
project or infrastructure construction project, The government,
as the project side, and the foreign project company, as the construction
side, sign a contract, the construction side undertakes the construction
of the project, and is allowed to manage and operate the facilities
within certain periods of time to return its investment to the project
and obtain reasonable profits. After expiration of the stipulated
operation period, the construction side shall transfer freely the
project to the government where the project is located.
This form is called Build -- Operate--Transfer, BOT for short, which
is suitable to big projects in the state's public facilities and
industrial technology, such as the construction of power station,
expressway, railway, bridge, harbor, airport, reservoir, dam, and
industrial park etc.
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