（一九九０年十月二十八日国务院批准一九九０年十二月十二日对外经济贸易部发布）
(Approved by the State Council on October 28, 1990, and promulgated by Decree No. 1 of the Ministry of Foreign Economic Relations and Trade on December 12, 1990)
第一条根据《中华人民共和国外资企业法》第二十三条的规定，制定本实施细则。
Article 1 These Rules are formulated in accordance with the provisions in Article 23 of The Law of the People's Republic of China on Foreign-Capital Enterprises.
第二条外资企业受中国法律的管辖和保护。
Article 2 Foreign-capital enterprises shall be under the jurisdiction of and protection by China's laws.
外资企业在中国境内从事经营活动，必须遵守中国的法律、法规，不得损害中国的社会公共利益。
Foreign-capital enterprises, while engaged in business operational activities within the territory of China, must abide by Chinese laws and regulations and must not jeopardize the social and public interests of China.
第三条设立外资企业，必须有利于中国国民经济的发展，能够采取显著的经济效益，并应当至少符合下列一项条件：
Article 3 A foreign-capital enterprise to be established in China must be conducive to the development of China's national economy, be capable of gaining remarkable economic results and shall meet at least one of the following conditions:
（一）采用先进技术和设备，从事新产品开发，节约能源和原材料，实现产品升级换代，可以替代进口的；
(1) The enterprise is to adopt advanced technology and equipment, engage in the development of new products, conserve energy and raw materials, and realize the upgrading of products and the replacement of old products with new ones which can be used as import substitutes;
（二）年出口产品的产值达到当年全部产品产值５０％以上，实现外汇收支平衡或者有余的。
(2) Its annual output value of export products accounts for more than 50% of the annual output value of all products, thereby realizing the balance between revenues and expenditures in foreign exchange or with a surplus.
第四条下列行业，禁止设立外资企业：
Article 4 No foreign-capital enterprise shall be established in the following trades:
（一）新闻、出版、广播、电视、电影；
(1) The press, publication, broadcasting, television and movies;
（四）中国政府规定禁止设立外资企业的其他行业。
(4) Other trades in which the establishment of foreign-capital enterprises is forbidden, as prescribed by the Chinese government.
第五条下列行业，限制设立外资企业：
Article 5 The establishment of foreign-capital enterprises shall be restricted in the following trades:
申请在前款规定的行业中设立外资企业，除中国法律、法规另有规定外，须经中华人民共和国对外经济贸易部（以下简称对外经济贸易部）批准。
The application for the establishment of a foreign-capital enterprise in the trades mentioned in the preceding paragraph shall be submitted to the Ministry of Foreign Economic Relations and Trade of the People's Republic of China (hereinafter referred to as the Ministry of Foreign Economic Relations and Trade) for approval, except as otherwise provided by Chinese laws and regulations.
第六条申请设立外资企业，有下列情况之一的，不予批准：
Article 6 Application for the establishment of a foreign-capital enterprise shall not be approved if the proposed enterprise would involve one of the following circumstances:
（四）不符合中国国民经济发展要求的；
(4) Incompatibility with the requirements of China's national economic development; or
第七条外资企业在批准的经营范围内，自主经营管理，不受干涉。
Article 7 A foreign-capital enterprise shall make its own managerial decisions within the approved scope of business operations and shall not be subject to intervention.
第八条设立外资企业的申请，由对外经济贸易部审查批准后，发给批准证书。
Article 8 The application for the establishment of a foreign-capital enterprise shall be submitted to the Ministry of Foreign Economic Relations and Trade, and after examination and approval, a certificate of approval shall be issued by the Ministry.
设立外资企业的申请属于下列情形的，国务院授权省、自治区、直辖市和计划单列市、经济特区人民政府审查批准后，发给批准证书：
With respect to the application for the establishment of a foreign-capital enterprise that comes under one of the following circumstances, the State Council shall authorize the people's government of the relevant province, autonomous region, municipality directly under the Central Government, municipality separately listed on the state plan, or the special economic zone, to issue the certificate of approval after examining and approving the application:
（一）投资总额在国务院规定的投资审批权限以内的；
(1) The total amount of investment is within the limits of powers for the examination and approval of investments stipulated by the State Council;
（二）不需要国家调拨原材料，不影响能源、交通运输、外贸出口配额等全国综合平衡的。
(2) The proposed enterprises does not need the raw and processed materials to be allocated by the State, or does not influence unfavourably the national comprehensive balance of energy resources, communications and transportation, as well as export quotas for foreign trade.
省、自治区、直辖市和计划单列市、经济特区人民政府在国务院授权范围内批准设立外资企业，庆当在批准后十五天内报对外经济贸易部备案（对外经济贸易部和省、自治区、直辖市和计划单列市、经济特区人民政府，以下统称审批机关）。
Where the people's government of the province, autonomous region, municipality directly under the Central Government, municipality separately listed on the state plan, or the special economic zone has approved the establishment of a foreign-capital enterprise within its limits of powers granted by the State Council, it shall within 15 days after the approval submit a report to the Ministry of Foreign Economic Relations and Trade for the record (hereinafter the Ministry of Foreign Economic Relations and Trade, the people's government of the province, autonomous region, municipality directly under the Central government, municipality separately listed on the State plan, and the special economic zone shall be called generally as the examining and approving organ).
第九条申请设立的外资企业，其产品涉及出口许可证、出口配额、进口许可证或者属于国家限制进口的，应当依照有关管理权限事先征得对外经济贸易部门的同意。
Article 9 With respect to a foreign-capital enterprise, the establishment of which has been applied for, if its products are subject to export license, export quota, or import license, or are under restrictions by the State, prior consent of the department of foreign economic relations and trade shall be obtained in accordance with the limits of powers for administration.
第十条外国投资者在提出设立外资企业的申请前，应当就下列事项向拟设立外资企业所在地的县级或者县级以上地方人民政府提交报告。
Article 10 A foreign investor shall, prior to the filing of an application for the establishment of a foreign-capital enterprise, submit a report to the local people's government at or above the county level at the place where the proposed enterprise is to be established.
The report shall include: the aim of the establishment of the proposed enterprise; the scope and scale of business operation; the products to be produced; the technology and equipment to be adopted and used; the proportion of the sales of products between the domestic market and the foreign market; the area of land to be used and the related requirements; the conditions and quantities of water, electricity, coal, coal gas and other forms of energy resources required; and the requirement of public facilities.
报告内容包括：设立外资企业的宗旨；经营范围、规模；生产产品；使用的技术设备；产品在中国和国外市场的销售比例；用地面积及要求；需要用水、电、煤、煤气或者其他能源的条件及数量；对公共设施的要求等。
Article 10 A foreign investor shall, prior to the filing of an application for the establishment of a foreign-capital enterprise, submit a report to the local people's government at or above the county level at the place where the proposed enterprise is to be established.
The report shall include: the aim of the establishment of the proposed enterprise; the scope and scale of business operation; the products to be produced; the technology and equipment to be adopted and used; the proportion of the sales of products between the domestic market and the foreign market; the area of land to be used and the related requirements; the conditions and quantities of water, electricity, coal, coal gas and other forms of energy resources required; and the requirement of public facilities.
县级或者县级以上地方人民政府应当在收到外国投资者提交的报告之日起三十天内以书面形式答复外国投资者。
The local people's government at or above the county level shall within 30 days after receiving the report submitted by the foreign investor, give a reply in writing to the said foreign investor.