Usually, the three types of foreign-invested enterprises, namely, Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures, and foreign-invested enterprises, set up within the territory of China are collectively referred to as three-funded enterprises.
It is approved by the relevant departments of China, abide by the relevant laws and regulations of China, engaged in certain business activities, by one or more foreign investors and China's investors **** the same business or independent business, the implementation of independent accounting, self-supporting economic entities.
Since the reform and opening up, three-funded enterprises have become an integral part of China's enterprise system, to do a good job of three-funded enterprises, to attract foreign investment, the introduction of advanced technology and advanced management experience, and to expand export channels are of great significance.
1. Sino-foreign equity joint venture Sino-foreign equity joint venture, also known as Sino-foreign equity joint venture. It refers to foreign companies, enterprises and other economic organizations or individuals, in accordance with the principle of equality and mutual benefit, approved by the Chinese government, in the People's Republic of China *** and the State, and Chinese companies, enterprises or other economic organizations *** with the investment, *** with the business, *** to bear the risk, *** to bear the profit and loss and engage in some kind of business activities of the enterprise. It is organized in the form of a limited liability company. Sino-foreign joint venture is characterized by:
(1) the joint venture contractually shareholding, but only the certificate of capital contribution, do not issue shares. Therefore, unlike foreign joint-stock companies there is a holding problem, who has more shares in the company, who controls the company's management.
(2) foreign provisions of foreign investors can only account for 49% of the shares below, the national investment must account for more than 51%. And China's provisions are different from foreign countries. The shares of foreign joint ventures, only the lower limit of not less than 25%, there is no explicit upper limit.
(3) registered capital and total investment in a certain proportion. If the total investment is less than 3 million US dollars, the registered capital shall be equal to 70% of the total investment; and the registered capital shall not be reduced during the term of the joint venture, and the parties shall not be liable for repayment of capital and interest on the capital subscribed by all parties to the joint venture.
(4) Sino-foreign joint ventures are all limited liability companies, whose economic responsibility is limited to the amount of their respective capital contributions.
(5) The profits earned by foreign investors and their legitimate income must be foreign exchange in order to remit, which requires that the contract stipulates the proportion of products exported to foreign markets and emphasizes the balance of foreign exchange in the operation.
2. Sino-foreign joint venture Sino-foreign joint venture, also known as Sino-foreign cooperative joint venture, refers to the expansion of foreign economic cooperation and technological exchanges, foreign companies, enterprises and other economic organizations or individuals in accordance with the principle of equality and mutual benefit, with the Chinese people *** and the State within the enterprise or other economic organizations *** with the organization of the contractual terms of the parties to the investment, distribution of income, risk and liability and the mode of operation of the non-equity business. The non-equity economic organization that operates according to the conditions of investment, profit distribution, risk and responsibility, and mode of operation of each party as stipulated in the contract. A joint venture can be a legal person enterprise or an unincorporated organization formed for the purpose of implementing a project or *** to carry out a certain economic activity together. Sino-foreign joint venture is generally by the Chinese partners to provide land (right to use), natural resources, labor or existing plants, equipment and corresponding water and electricity facilities; foreign partners to provide capital, advanced equipment and technology, materials and so on.
The characteristics of Sino-foreign joint ventures are:
(1) The two parties to a Sino-foreign joint venture must sign a contract on the cooperative enterprise in the capacity of a legal person and distribute the proceeds in accordance with the mode of investment and the distribution ratio stipulated in the contract. It can be an enterprise with legal personality or a joint venture entity without independent qualification.
(2) the rights and obligations of the cooperative parties must be established on the basis of the principle of equality and mutual benefit, in the contract to specify the cooperative conditions provided by the cooperative parties, generally not in the currency of the converted investment in shares, not to the amount of investment in the cooperative parties to the distribution of profits by shares. Cooperative parties to the distribution of income and risk, the sharing of debt, business management and the expiration of the cooperative liquidation methods, etc., should be stipulated in the contract.
(3) to provide the conditions of cooperation, cooperative enterprises, registered sauce there are three ways: one is to foreign partners to provide interest-free funds, equipment, plus a small amount of cash invested by the Chinese side for the registered capital; third is to provide the conditions of cooperation between the two sides are discounted into the investment capital as the registered capital. At present, the third way is mostly chosen.
(4) the whole enterprise can take accelerated depreciation or other ways to recover the investment in advance, in the unexpired term of the joint venture, should still be according to the original investment amount of the joint venture debt responsibility. Otherwise, in case of loss of the joint venture after repayment of the capital, it will not be able to repay, and the interests of the creditors cannot be guaranteed.
3. Foreign-funded enterprises Foreign-funded enterprises, also known as wholly foreign-owned enterprises. Refers to the establishment in China, all the capital invested by foreign enterprises and other economic organizations or individuals (excluding foreign enterprises and other economic organizations set up branches in China).
The characteristics of a foreign-funded enterprise are:
(1) A foreign-funded enterprise is registered in China, its legal address is in China, and most of its business activities are carried out in China. Therefore, where the conditions for legal persons are met under Chinese regulations, they may obtain the status of legal persons in China in accordance with the law, and are subject to the jurisdiction and protection of Chinese laws.
(2) China's current foreign-funded enterprises are only relative to Sino-foreign joint ventures and Sino-foreign joint ventures, and since it does not necessarily have only one investor, it can be a company established by several foreign investors to organize a foreign-funded enterprise within the territory of China, he is different from the "sole proprietorship" as it is usually referred to in the international arena.
(3) Since the foreign-funded enterprises are invested and operated by the foreigners themselves, they cannot directly transfer technology to the enterprises in China, therefore, the foreign-funded enterprises set up in China must be the advanced technology-based enterprises which are conducive to the development of China's national economy, or the product-exporting enterprises.
(4) The most important characteristics of foreign-funded enterprises are: self-invested capital, independent operation, self-supporting profit and loss, and enjoy their own profits.
4. Difference between three-funded enterprises:
(1) organizational form and legal status difference. Sino-foreign joint venture is a corporate form of business units, belonging to the limited company, is a Chinese legal person, with independent property rights. A Sino-foreign joint venture is a partnership with an unclear organizational form. It can be an enterprise with Chinese legal personality, with independent property rights; can also be a loose economic association, do not obtain Chinese legal personality, no independent property rights. Its main basis is the contract identified by both parties and the articles of association of the enterprise. Most of the foreign-funded enterprises are also limited liability companies, the entire registered capital of the enterprise for foreign investors, is an enterprise with Chinese legal personality.
(2) the difference between the investment mode Sino-foreign joint venture, the joint venture parties must be invested, the investment content includes: cash, industrial property rights, in kind and the right to use the site. These investments are always converted to the value of the registered currency, so as to determine the respective shares. The registered capital is the sum of the capital contributions of the joint venture parties. Investments in Chinese and foreign enterprises may be made in the form of joint ventures or on the terms of cooperation provided by the parties to the joint venture (including cash, industrial property rights, in-kind goods and the right to use the site). However, the terms of cooperation provided by the joint venture parties must be converted into the value of the registered currency, thus there is no comparable concept of quantity, and there is no proportion of shares. The capital contribution of a foreign enterprise is provided by the foreign investor alone, and all of its registered capital is invested by the foreign investor.
(3) distribution and capital recovery difference. Sino-foreign joint venture profit and loss distribution is strictly in accordance with the equity ratio of the joint venture parties. In the course of the joint venture, as long as the investment ratio remains unchanged, the proportion of the surplus party remains unchanged, the joint venture parties can only recover the capital from the profits made by the enterprise. After the expiration of the joint venture period, if the Chinese party undertakes the enterprise, it is still required to pay part of the capital shared by the foreign investor. Sino-foreign joint venture profits and losses are distributed in accordance with the contract, the recovery of its investment is often to extract the depreciation of equipment, if you take the accelerated depreciation of capital repayment, need to be agreed in the contract after the expiration of the cooperation period, the cooperation of all the fixed assets of the enterprise free of charge to the Chinese party. The profits and losses of foreign-funded enterprises do not involve the Chinese party, the recovery of its capital can only be obtained from the profits of the enterprise or the enterprise is dissolved according to law recovery.
(4) Difference in the mode of operation and management The management system of a Sino-foreign joint venture is the general manager responsibility system under the leadership of the board of directors. The board of directors is the highest authority, responsible for business decision-making under the business management organization, general manager is responsible for day-to-day management. If a Sino-foreign equity joint venture is a legal person, the management system is the same as that of a Sino-foreign equity joint venture, and it can also be operated and managed separately by the Chinese and foreign management organizations. The management of Sino-foreign joint ventures is more flexible. Foreign-funded enterprises also have a board of directors, but the management is more flexible.
High-tech industry usually refers to the collection of enterprises based on high-tech and engaged in the research, development, production and technical service of one or more kinds of high-tech and its products, and the key technology owned by this kind of industry is often difficult to develop, but once developed successfully, it has higher than the general economic and social benefits. The definition of the scope of high-tech industry is the basis for studying various issues of high-tech industry, including policy issues. However, because the high-tech industry relies on high-tech, and people's understanding of high-tech often can not reach a consensus, which makes the industry for the definition of high-tech industry there are different views.
The U.S. Department of Commerce puts forward two main indicators for determining the high-tech industry: one is the intensity of research and development (R&D), i.e., the proportion of R&D expenses in sales revenue; and the other is the proportion of R&D personnel (including scientists, engineers, and technical workers) in the total number of employees. In addition, the dominant technology of the product must belong to the identified high-technology field, and it must include processes or technological breakthroughs that are at the forefront of technology in the high-technology field. According to this criterion, the high-tech industry mainly includes the three major fields of information technology, biotechnology and new material technology.
The Organization for Economic Co-operation and Development (OECD), for the sake of international comparison, also uses the intensity of research and development to define and divide the high-tech industry, and in 1994, it chose to use the total cost of R&D (direct R&D costs plus indirect R&D costs) as a proportion of total output value, the proportion of direct R&D funds as a proportion of the value of output and direct R&D as a proportion of value added. D accounted for the proportion of value-added 3 indicators to re-propose the high-tech industry 4 classification: that is, the aerospace manufacturing industry, computer and office equipment manufacturing, electronics and communications equipment manufacturing, pharmaceutical manufacturing industry identified as high-tech industries. This classification is accepted by most countries in the world.
In addition, Canada believes that the identification of high-tech industries depends on the research and development funds and the technical quality of the labor force to reflect the level of technology. France, on the other hand, believes that only when a new product using standard production lines, with high-quality labor force, has a certain market and has formed a new branch of industry, can be called high-tech industry. In Australia, the application of new technology and the manufacture of new products are regarded as the distinguishing marks of the judgment.
China currently has no clear definition of high-tech industries and definition standards, usually according to the industry's technology intensity and complexity as a measure. According to the Notice on the Statistical Classification Catalog of High-Tech Industries issued by the National Bureau of Statistics in July 2002, the statistical scope of China's high-tech industries includes such industries as aerospace and aircraft manufacturing, electronics and communication equipment manufacturing, electronic computer and office equipment manufacturing, pharmaceutical manufacturing, and medical equipment and instrumentation manufacturing.
What is high-tech? What are the legal conditions and scope of high-tech certification?
In 1991, the former State Ministry of Science and Technology stipulated that the science and technology management department determines high and new technology within the following scope:
(1) Microelectronics and electronic information technology.
(2) Space science and aerospace technology.
(3) Optoelectronics and opto-electro-mechanical integration technology.
(4) Life science and bioengineering technology.
(5) Materials science and new materials technology.
(6) Energy science and new energy technology.
(7) Ecological science and environmental protection technology.
(8) Earth science and ocean engineering technology.
(9) Basic material science and radiation technology.
(10) Pharmaceutical sciences and biomedical engineering technology.
(11) Other new processes and technologies applied on the basis of traditional industries.
High-tech enterprises are knowledge-intensive and technology-intensive economic entities. The determination of the scope of high and new technology will be supplemented and revised according to the continuous development of high and new technology at home and abroad, and will be promulgated by the Ministry of Science and Technology of the People's Republic of China.
How to define high-tech enterprises?
Article 1 In order to further promote the sustained, rapid and healthy development of the city's high-tech industry, these measures are formulated in accordance with the relevant policies and regulations, with reference to the national Ministry of Science and Technology and the Department of Science and Technology of Guangdong Province's relevant measures for the identification and management of high-tech enterprises, and in the light of the actual situation in Shenzhen.
Article II of this approach applies to the Shenzhen Administration for Industry and Commerce in the registration of various types of enterprises or enterprise management of research and development institutions.
Article III of the measures referred to in the "Shenzhen high-tech enterprises" for the special name, high-tech products refers to the Shenzhen Municipal Bureau of Science, Technology and Information according to the Ministry of Science and Technology and other departments of the Chinese high-tech product catalog published by the Shenzhen actual Shenzhen High-tech Product Catalog announced in combination with the products listed in the Shenzhen High-tech Product Catalog.
Article 4 Shenzhen High-tech Enterprise Recognition Criteria:
(1) The products researched, developed and produced by the applicant enterprise belong to the scope of Shenzhen High-tech Product Catalog;
(2) The applicant enterprise mainly engages in the research, development and production of high-tech products and its annual sales revenue of high-tech products should be more than 5 million yuan, and the sales revenue of its own high-tech products accounts for the total sales revenue of the enterprise in the same year. Product sales revenue accounted for more than 50% of the enterprise's total sales revenue for the year;
(c) enterprises engaged in research and development of high-tech products must have independent intellectual property rights or expected independent intellectual property rights; enterprises mainly engaged in the production of high-tech products must have clear intellectual property rights;
(d) enterprises engaged in the research and development of high-tech products with college degree or above accounted for more than 30% of the total number of employees, of which scientific and technological personnel engaged in high-tech products research, development of scientific and technological personnel should account for more than 10% of the total number of employees, and have a specialized research and development institutions; or mainly engaged in the production of high-tech products of the enterprise has a college degree or above accounted for more than 10% of the total number of employees, of which scientific and technological personnel engaged in high-tech products research, development of scientific and technological personnel accounted for more than 3% of the total number of employees, and there are More than 3% of the total number of employees, and there is a specialized research and development institutions;
(e) the annual per capita gross output value or expected annual per capita gross output value of more than 150,000 yuan;
(f) the sales tax rate or the expected sales tax rate is higher than the average level of the same industry;
(g) engaged in the research and development of high-tech products of the enterprise's annual research and development expenditures accounted for more than 8% of the annual sales revenue Above; or mainly engaged in the production of high-tech products of the enterprise's annual expenditure on research and development accounted for more than 3% of annual sales revenue;
(h) with modern management of the organization, measures and methods;
(ix) engaged in research and development of major high-tech products production of the applicant unit does not meet the above criteria, but its products do make a significant contribution to the development of the city's high-tech industry by the Recognition procedures can also be recognized as high-tech enterprises.
(j) mainly engaged in software development, production has been recognized by the Shenzhen Municipality of software enterprises whose annual sales revenue should be greater than 5 million yuan, of which the registered sales revenue of self-produced software products accounted for more than 50% of the total sales revenue of the enterprise, you can directly apply for conversion to high-tech enterprises.