Law of the PRC on Prevention and Control of Water Pollution
外商独资企业章程中英文版
______________ 外商独资企业、、八章年月Chapter 1 ObjectivesArticle 1In accordanee with Law of the People's Republic of China on Foreign-CapitalEn terprises , Compa ny Law of the PRC and other releva nt Chin ese laws andregulati ons , intends to set up En ergy Resources Service Co. Ltd. (here in after referred to as the Compa ny) , an exclusively foreign-owned enterprise. For this purpose ,these Articles of Associati on here un der are worked out.Article 2The investing party is a legal person registered with in accorda nee with the laws of g. Basic in formatio n as follows:The legal name of the investing party is Treasure China Investment Limited.Its legal represe ntative: Name Nati on alityThe legal address of the Compa ny is at .Tel:Fax:Article 3The name of the Company in Chinese isThe nameof the Companyin English is Zhongbao Energy Resources Service Company.The legal address of the Compa nyis at 6, Gan gwuAve nue, Xi ' an In ter nati onalTrade &Logistics Park , Xi ' an, China.Article 4Chairma n of the Board is the legal represe ntative , perform his or her dutiescomply with the stipulati ons of the Chin ese laws ,decrees and releva nt regulations.Article 5The Company is Chinese legal person ，its activities is under the governanceof Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and protection of Chinese law. The company form is Co. ，Ltd. The responsibility of the investor is limited to the registered capital of the company. Companyis responsible for the debts by all its assets. After being agreed by China relevant departments ，company can set up branches or subsidiaries on domestic or abroad.Chapter 2 Objectives ，Scope and Scale of Production and BusinessArticle 6The objective of the Company is to strengthen economic cooperation and technological exchange ，also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party. Article 7The business scope of the Company is Drilling equipment and accessories sales ，labor services ，drilling engineering ，petroleum technology consulting andservices (above the range are free from state laws and regulations and restrictions prohibit operating the project ，involving licensing qualification ，with operating permits)Chapter 3 Total Investment Amount and the Registered CapitalArticle 8The amount of total investment of the Companyis USD90 000, 000; the registered capital is USD50 000, 000. The registered capital is paid in installments. Withi n three mon ths upon the issua nee of bus in ess lice nse , of the first in stallme nt shall be paid , and the rest part shall be paid off in two years.The differenee between the total amount of investment and the registered capitalcan obta in from bank loa ns or shareholder loa ns.Article 9The proporti on for export of the Compa ny is . The Board of Directorsor the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Compa ny. Chapter 3 Total In vestme nt Amount and the Registered CapitalArticle 10The amount of total investment of the Companyis ; the registered capital is .Article 11The con tributi on methods of the Compa ny are ,cash ;kind equivale nt of .Article 12The in vesti ng party shall con tribute the registered capital with the follow ing method: (Note: choose one of them)1. Paying off all the capital withi n six mon ths upon the issua nce of bus in ess licen se.2. The registered capital is paid in in stallme nts. Within three。
中华人民共和国出入境管理法第一章重点词汇中英对照
1.规范出境入境管理2.维护主权、安全和社会秩序3.促进对外交往和对外开放4.制定中华人民共和国出境入境管理法5.停留居留6.交通运输工具7.边防检查8.适用于9.合法权益10.遵守中国法律11.危害中国国家安全12.损害社会公共利益13.破坏社会公共秩序14.公安部15.外交部16.各自职责17.出境入境事务18.中华人民共和国驻外使馆、领馆19.外交部委托的其他驻外机构20.驻外签证机关21.入境签证22.出境入境边防检查机关23.对。
实施出境入境边防检查24.县级及以上地方人民政府25.公安机关及其出入境管理机构26.外事部门27.出境入境事务管理28.加强沟通配合29.国务院有关部门30.行使职权31.承担责任1.Regulate exit/entry administration2.Safeguard sovereignty, security and social order3.Promote foreign exchanges and opening up to the outside world4.Formulate the Exit and Entry Administration Law of the PRC5.Stay and residence6.Transport vehicle7.Border inspection8.Be applicable to9.Legitimate rights and interests10.Abide by the Chinese laws11.Endanger China’s national security12.Harm public interests13.Disrupt social and public order14.The Ministry of Public Security15.The Ministry of Foreign Affairs16.Respective responsibilities17.Exit/entry affairs18.Embassies and consulates of the PRC19.Other institutions stationed abroad entrusted by the Ministry of Foreign Affairs20.The visa-issuing authorities abroad21.Entry visa22.Exit/entry border inspection authorities23.Conduct exit/entry border inspection on24.local people’s governments at or above county level25.Public security organs and their exit/entry administrations26.Foreign affairs departments27.The administration of exit/entry affairs28.Strengthen communication and cooperation29.Relevant departments under the State Council30.Exercise functions and powers31.Bear liabilities32.统一的出境入境管理信息平台33.有关管理部门34.对外开放的口岸35.设立出入境边防检察机关36.特殊情况下37.授权38.批准39.应当接受40.口岸限定区域41.维护出境入境管理秩序42.必要时43.经国务院批准44.根据出境入境管理的需要45.生物识别信息46.对。
法律英语单词汇总
法律英语单词汇总中国特色社会主义法律体系the socialist system of laws with Chinese Characteristics依法治国，建设社会主义法治国家govern the country by law and build a socialist country under the rule of law 刑事诉讼法Criminal Procedure Law民事诉讼法Civil Procedure Law行政诉讼法Administrative Procedure Law民法通则General Principles of the Civil Law暂行条例interim Regulations民族区域自治法Law on Regional Ethnic Autonomy香港特别行政区基本法Basic Law of the Hong Kong Special Administrative Region劳动法Labor Law专利法 Patent Law商标法Trademark Law著作权集体管理条例Regulations on the Collective Administration of Copyright计算机软件保护条例Regulations on the Protection of Computer Software信息网络传播权保护条例 Regulations on the Protection of the Right to Network Dissemination of Information 知识产权海关保护条例Regulations on the Customs Protection of Intellectual Property Right经济合同法 Economic Contract Law环境保护法 Environmental Protection Law水污染防治法Law on the Prevention and Control of Water Pollution大气污染防治法Law on the Prevention and Control ofAtmospheric Pollution固体废物污染环境防治法Law on the Prevention and Control of Pollution by Solid Waste矿产资源法 Mineral Resource Law环境影响评价法Law on Environment Impact Assessment义务教育法Compulsory Education Law高等教育法Higher Education Law职业教育法Vocational Education Law文物保护法Law on the Protection of Cultural Relics消费者权益保护法Law on the Protecti on of Consumers’ Rights and Interests继承法Succession Law产品质量法Product Quality Law反不正当竞争法Anti-Unfair Competition Law海商法 Maritime Code票据法 Negotiable Instruments Law城市房地产管理法Law on Urban Real Estate Administration 对外贸易法Foreign Trade Law中外盒子经营企业法Law on Chinese-Foreign Equity Joint Ventures中外合作经营企业法Law on Chinese-Foreign Cooperation Joint Ventures外资企业法Law on Foreign-funded Enterprises个人独资企业法Law on Individual Proprietorship Enterprises 农村土地承包法Law on the Contracting of Rural Land政府采购法 Government Procurement Law行政处罚法Law on Administrative Penalty行政复议法Administrative Reconsideration Law国家赔偿法Law on National Compensation物权法 Property Law侵权责任法T ort Law人民调解法People’s Mediation Law劳动争议仲裁法Law on Labor Dispute Mediation and Arbitration食品安全法Food Safety LawCIVIL PROCEDURE LAW OF THE PEOPLE'S REPUBLIC OF CHINA第一编总则PART ONE GENERAL PROVISIONS第一章任务、适用范围和基本原则"Chapter I The Aim, Scope of Application and Basic Principles"第一条中华人民共和国民事诉讼法以宪法为根据，结合我国民事审判工作的经验和实际情况制定。
传染病防治法中英对照
中华人民共和国传染病防治法Law of the PRC on the Prevention and Treatment of Infectious Diseases 第一条为了预防、控制和消除传染病的发生与流行，保障人体健康，制定本法。
Article 1. This Law is enacted in order to prevent, control and eliminate the occurrence and epidemic of infectious diseases and to ensure the health of the people.第二条国家对传染病实行预防为主的方针，防治结合，分类管理。
Article 2. The state shall implement a policy of putting the emphasis on prevention, combining prevention with treatment and classified management with respect to infectious diseases.第三条本法规定管理的传染病分为甲类、乙类和丙类。
Article 3. The infectious diseases governed by this Law shall be divided into Classes A, B, and C.甲类传染病是指：鼠疫、霍乱。
A Class infectious diseases shall include plague and cholera.乙类传染病是指：病毒性肝炎、细菌性和阿米巴性痢疾、伤寒和副伤寒、艾滋病、淋病、梅毒、脊髓灰质炎、麻疹、百日咳、白喉、流行性脑脊髓膜炎、猩红热、流行性出血热、狂犬病、钩端螺旋体病、布鲁氏菌病、炭疽、流行性和地方性斑疹伤寒、流行性乙型脑炎、黑热病、疟疾、登革热。
中华人民共和国劳动争议调解仲裁法2007(英文版)
烟台大学法学院法律硕士张川方中华人民共和国劳动争议调解仲裁法Law of the PRC on Labor Dispute Mediation and ArbitrationNo. 80 Order of the President of the PRCThe Law of the People’s Republic of China on Labor Dispute Mediation and Arbitration, adopted at the Thirty-first Meeting of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on December 29th, 2007, is hereby promulgated and shall go into effect as of May 1st, 2008.Hu Jintao, President of the PRCDecember 29th, 2007 Law of the PRC on Labor Dispute Mediation and Arbitration(Adopted at the Thirty-first Meeting of the Standing Committee of the Tenth National People's Congress on December 29th, 2007)C-I General ProvisionsArticle 1This Law is enacted to resolve labor disputes(解决劳动争议) in an impartial and timely manner, protect the lawful rights and interests of the parties and promote harmonious and stable labor relations.Article 2This Law is applicable to the following labor disputes arising between employing units and workers within the territory of the People's Republic of China:(1) disputes arising from the confirmation of labor relations(劳动关系);(2) disputes arising from the conclusion, performance, alteration, cancellation(解除) or termination of labor contracts;(3) disputes arising from expulsion, removal from office(除名、辞退), resignation or dimission(离职);(4) disputes arising from working hours, the period of rest and vacation(休息休假), social insurance, welfare, training and occupational protection(劳动保护);(5) disputes arising from labor remuneration, medical expenses(医疗费) for work-related injury, economic compensation(经济补偿) or damages(赔偿金), etc.; and(6) other labor disputes prescribed by laws or regulations.Article 3Labor disputes shall be resolved on the basis of facts and pursuant to(遵循) the principles of lawfulness, impartiality and timeliness(及时) and stress on mediation(着重调解), to protect the lawful rights and interests of the parties according to law.Article 4Where a labor dispute arises, the worker concerned may have a consultation with(协商) the employing unit or invite the trade union or a third party to join in the consultation with the employing unit, to reach a settlement agreement(和解协议).Article 5Where a labor dispute arises and the parties are not willing to have a consultation, or the consultation fails, or the settlement agreement reached is not performed, they may apply to a mediation institution(调解组织) for mediation. Where the parties are not willing to have mediation(调解), or the mediation fails, or the mediation agreement(调解协议) reached is not performed, they may apply to a labor dispute arbitration commission(仲裁委员会) for arbitration. Where they are dissatisfied with the arbitral award(仲裁裁决), they may initiate a litigation(提起诉讼) to the people's court, unless otherwise provided for in this Law.Article 6Where a labor dispute arises, the parties shall have the responsibility to provide evidence for their own claims. Where the evidence relevant to the matter under dispute(争议事项)is kept and controlled(掌握管理) by the employing unit, the said unit shall provide such evidence; where the employing unit refuses to do so, it shall bear the unfavorable consequences(不利后果).Article 7Where the party in a labor dispute consists of 10 workers or more who have a common request(共同请求), they may choose one worker to represent them in(推举代表参加) mediation, arbitration or litigation.Article 8The administrative department of labor under the people's government at or above the county level shall, in conjunction with(会同) the trade unions and representatives of enterprises, establish a tripartite coordination mechanism(三方机制) for labor relations to jointly study and resolve the major issues(重大问题) on labor disputes.Article 9Where an employing unit, in violation of the State regulations, defaults(拖欠) in the payment of labor remuneration or fails to pay the same in full, or defaults in the payment of medical expenses for work-related injury, economic compensation or damages, the worker concerned may make a complaint(投诉) to the administrative department of labor, which shall handle the complaint in accordance with law.C-II MediationArticle 10(1) Where a labor dispute arises, the parties may apply for mediation to the following mediation institutions:(a) labor dispute mediation commissions(调解委员会) of enterprises;(b) people's mediation institutions at the grass-roots level(基层) established in accordance with law; and(c) organizations with the function of labor dispute mediation established in townships, towns or neighborhoods(街道).(2) The labor dispute mediation commission of an enterprise shall be composed of representatives of employees(职工代表) and of the enterprise. The representatives of employees shall be trade union members or be chosen(推举产生) by all the employees, and the representativesof the enterprise shall be designated by the person in charge(负责人) of the enterprise. The director of the labor dispute mediation commission of the enterprise shall be a trade union member or a person chosen(推举的人员) by both parties.Article 11The mediators of labor dispute mediation institutions shall be adult citizens who are fair-minded and upright(公道正派), maintain ties with people(联系群众), are devoted to(热心) mediation, are familiar with laws and policies to some extent, and are well-educated(具有一定文化水平).Article 12The parties may apply for mediation of a labor dispute in writing or orally. Where an application is made orally, the mediation institution shall, on the spot, note down(记录) the basic background(基本情况) of the applicant, and the matters under dispute(争议事项), reasons and time of the application for mediation.Article 13When mediating labor disputes, the mediator shall pay full heed to(充分听取) the facts and reasons stated by both parties, persuade them with patience(耐心疏导) and help them reach an agreement.Article 14(1) Where an agreement is reached after mediation(经调解), a mediation agreement shall be prepared.(2) The mediation agreement shall take effect(生效) after being signed or sealed by both parties, signed by the mediator and sealed by the mediation institution. It shall be binding(具有约束力的) on both parties and shall be performed by them.(3) Where no mediation agreement is reached(未达成调解协议) within 15 days from the date the labor dispute mediation institution receives the application for mediation, the parties may apply for arbitration in accordance with law.Article 15Where, after a mediation agreement is reached, one of the parties fails to perform the agreement within the time limit prescribed therein(协议约定期限内), the other party may apply for arbitration in accordance with law. 2012-12-28 21:46:25Article 16Where a mediation agreement is reached on the payment(因支付) of labor remuneration, medical expenses for work-related injury, economic compensation or damages in arrears(拖欠) and the employing unit fails to perform the agreement within the time limit prescribed in the agreement, the worker concerned may, on the strength of the mediation agreement, apply to the people's court for a payment order(支付令) in accordance with law. The people's court shall issue the payment order in accordance with law. 2012-12-29 8:58:53C-III ArbitrationSection 1 General ProvisionsArticle 17Labor dispute arbitration commissions shall be set up pursuant to the principles of overall planning(统筹规划), rational geographical distribution(合理布局) and meeting actual needs(适应实际需要). The people's government of a province or autonomous region may decide to set up such commissions in cities and counties; the people's government of a municipality directly under the Central Government may decide to set up such commissions in districts and counties(区、县). In municipalities directly under the Central Government and cities divided into districts, one or more labor dispute arbitration commissions may also be established. Labor dispute arbitration commissions shall not be set up level by level(层层) according to administrative divisions(行政区划).Article 18The administrative department of labor under the State Council shall formulate arbitration rules(仲裁规则) in accordance with the relevant provisions of this Law. The administrative department of labor under the people's government of a province, autonomous region or municipality directly under the Central Government shall provide guidance(进行指导) in labor dispute arbitration within its own administrative region(本行政区域的).Article 19(1) A labor dispute arbitration commission shall be composed of representatives of the administrative department of labor, the trade unions and the enterprises(企业方面代表). The number of the component members(组成人员) of such commission shall be an odd number.(2) Labor dispute arbitration commissions shall perform the following duties in accordance with law:(a) appointing and dismissing(聘任、解聘) full-time or part-time arbitrators;(b) accepting (受理) labor dispute cases;(c) discussing major or complicated labor dispute cases; and(d) exercising supervision over arbitration.(3) Labor dispute arbitration commissions shall set up offices(办事机构) for handling their day-to-day work(日常工作).Article 20(1) A labor dispute arbitration commission shall have a roster of arbitrators(仲裁员名册).(2) An arbitrator shall be fair-minded and upright, and meet one of the following requirements:(a) having serve d as(任) a judge;(b) being engaged in legal research or teaching(法律研究、教学工作) with a professional title(职称) at the intermediary level(中级) or above;(c) possessing legal knowledge and having been engaged in human resources management(人力资源管理), trade union work(工会工作) or other professional work(专业工作)for five full years(满五年的); or(d) being a lawyer and having been in legal practice(律师执业) for three full years.Article 21(1) A labor dispute arbitration commission shall be responsible for arbitrating labor disputes arising in the district under its jurisdiction(辖区内的).(2) A labor dispute shall be under the jurisdiction of(由…管辖)the labor dispute arbitration commission at the place where the labor contract concerned is performed or where the employingunit is located. Where one of the two parties applies for arbitration to the labor dispute arbitration commission at the place where the labor contract is performed and the other does so(申请仲裁) at the place where the employing unit is located, the labor dispute shall be subject to the jurisdiction of the former.Article 22(1) The worker and the employing unit, between whom a labor dispute arises(发生劳动争议的), constitute(为) the two parties to the labor dispute case for arbitration.(2) Where a labor dispute arises between a labor dispatching unit(劳务派遣单位) or an employing unit on the one hand and a worker on the other, the labor dispatching unit and the employing unit constitute a joint party(为共同当事人).Article 23The third party that has an interest in(有利害关系的) the result of a labor dispute case to be handled may apply for participat ing in arbitration or be notified to do so(参加仲裁活动) by the labor dispute arbitration commission.Article 24The parties may appoint agents(委托代理人) to participate in arbitration. To appoint an agent to participate in arbitration, a letter of attorney(委托书) signed or sealed by the appointing party shall be submitted to the labor dispute arbitration commission, in which shall be clearly stated the entrusted matters(委托事项) and the limits of authority(权限).Article 25A worker who fully or partially loses the capability of civil conduct(民事行为能力) shall have his legal representative participate in arbitration; where such a representative is lacking(无法定代理人的), an agent shall be designated for him by the labor dispute arbitration commission. Where a worker is deceased, his close relative(其近亲属) or agent shall participate in arbitration.Article 26The arbitration of labor disputes shall be conducted openly, unless where the parties agree otherwise(协议不公开), or where State secrets(国家秘密), commercial secrets or individual privacy are involved.Section 2 Application and AcceptanceArticle 27(1) The limitation period(时效期间) for application for arbitration of a labor dispute shall be one year, which shall be calculated from the date a party comes to know or ought to know(知道或者应当知道) the infringement of his rights.(2) The limitation period for arbitration as prescribed in the preceding paragraph shall be discontinued(中断) when one party claims his rights against(向…主张权利) the other party or request s the relevant department for remedy(请求权利救济), or when the other party agrees to perform his obligations. The limitation period for arbitration shall be calculated anew(重新计算) from the time of discontinuance.(3) Where, due to force majeure or for other justifiable reasons, the party(第一款提到的当事人) fails to apply for arbitration within the limitation period for arbitration as prescribed in the firstparagraph of this Article, the limitation period for arbitration shall be suspended(中止). Calculation of the limitation period for arbitration shall continue(继续计算) from the date the reasons for suspension(中止时效的原因) disappear.(4) Where, during the existence of labor relations, a dispute arises over the default in payment of labor remuneration(拖欠劳动报酬), application for arbitration by the worker concerned shall not be restricted by the limitation period for arbitration prescribed in the first paragraph of this Article; but where the labor relations are terminated, such application(劳动者申请仲裁) shall be submitted within one year from the date the labor relations are terminated.Article 28(1) To apply for arbitration, the applicant shall submit a written application for arbitration(书面仲裁申请) and submit duplicates of the application according to the number of the respondents(被申请人).(2) In the application for arbitration shall clearly be stated the following matters:(a) the name, gender, age, occupation(职业), working unit and domicile of the worker,the title(名称) and domicile of the employing unit, and the name and position of the legal representative or the chief principal(主要负责人);(b)the claims for arbitration(仲裁请求) and the facts and reasons on which they are based; and(c) the evidence and the source thereof(来源), and the name and domicile of the witness.(3) Where the applicant has genuine difficulty(确有困难) in writing an application for arbitration, he may make an oral application, which shall be transcribed(记入笔录) by the labor dispute arbitration commission and be made known to(告知) the other party.Article 29The labor dispute arbitration commission shall, within five days from the date it receives the arbitration application, accept(受理) the application and notify the applicant of its acceptance, if it considers that the application meets the conditions for acceptance; otherwise, it shall notify the applicant in writing that it will not accept the application and state the reasons(说明理由). Where the labor dispute arbitration commission rejects an application or fails to make a decision at the expiration of the specified time limit(逾期), the applicant may initiate a litigation(提起诉讼) to the people's court with respect to the labor dispute in question(该劳动争议).Article 30(1) The labor dispute arbitration commission shall, upon acceptance of an application for arbitration, serve a duplicate of the said application on(将…送达…) the respondent within five days.(2) The respondent shall, upon receipt of the duplicate of the arbitration application, submit a statement of defense(答辩书) to the labor dispute arbitration commission within 10 days. The labor dispute arbitration commission shall, within 5 days after it receives the statement of defense, serve a copy(副本) of the statement of defense on the applicant. Failure on the part of the respondent(被申请人方面) to submit a statement of defense shall not affect the arbitration procedure.Section 3 Hearing and AwardArticle 31To make awards(裁决) of labor dispute cases, labor dispute arbitration commissions shall adopt the arbitral tribunal system(仲裁庭制). The arbitral tribunal shall be composed of three arbitrators,with one of them serving as the chief arbitrator(首席仲裁员). Simple labor dispute cases may be arbitrated solely by one arbitrator(独任仲裁).Article 32The labor dispute arbitration commission shall, within 5 days from the date it accepts an application for arbitration, notify the parties in writing of the composition(组成情况) of the arbitral tribunal.Article 33(1) An arbitrator shall withdraw, and the parties shall also have the right to apply orally or in writing(以口头或者书面方式) for his withdrawal, under any of the following circumstances:(a) he is a party to the case in question(本案) or a close relative of a party or its agent(当事人的代理人);(b) he has an interest in the case;(c) he has other relations with a party to the case or its agent, which may affect the impartial award(公正裁决) of the case; or(d) he meets with(会见) a party or its agent without authorization or accepts invitations to dinner(请客) or gifts(送礼) therefrom.(2) The labor dispute arbitration commission shall, in a timely manner, make a decision on the application for withdrawal(回避申请) and notify the parties of the decision orally or in writing. Article 34Where an arbitrator is under the circumstance prescribed in Subparagraph (d) of Article 33 in this Law, or extorts or accepts bribes(索贿受贿), engages in malpractices for personal gains, or perverts the law in making awards(枉法裁决), he shall bear legal liability in accordance with law. The labor dispute arbitration commission shall dismiss him(将其解聘).Article 35The arbitral tribunal shall, five days before the hearing is held(开庭五日前), notify in writing both parties to a case of the date and place of the hearing. Where a party has justifiable reasons, he may, three days before the hearing is held, request for postponing the hearing. The decision on whether to postpone(是否延期的决定) the hearing shall be up to the labor dispute arbitration commission. Article 36(1) Where the applicant has received the written notification(书面通知) but fails to be present for the hearing without justifiable reasons or, without approval of the arbitral tribunal, withdraws from the hearing(退庭) before it is over(中途), it may be deemed to withdraw its application for arbitration.(2) Where the respondent has received the written notification but fails to be present for the hearing without justifiable reasons or, without approval of the arbitral tribunal, withdraws from the hearing before it is over, an award may be rendered by default(可以缺席裁决).Article 37(1) Where the arbitral tribunal considers that expert evaluations(鉴定) are needed for issues of special character(专门性问题), it may hand over such issues to(交由) the evaluation institutionagreed upon by the parties; where there is no such agreement or the parties cannot reach an agreement, it shall designate an evaluation institution for the purpose(鉴定).(2) The evaluation institution shall, at the request of the parties or under demand from(根据…的要求) the arbitral tribunal, send its experts(鉴定人) to participate in the hearing. With permission of the arbitral tribunal, the parties may put questions to(向…提问) the experts.Article 38In the course of arbitration, the parties shall have the right to cross-examination(质证) and debate. Upon conclusion of the cross-examinations and the debates, the chief arbitrator or the sole arbitrator(独任仲裁员) shall solicit the final opinions(征询意见) of the parties.Article 39(1) Where the evidence provided by a party is substantiated upon verification(经查证属实的), the arbitral tribunal shall make it the basis on which to confirm the facts(认定事实的根据).(2) Where a worker cannot provide the evidence which is kept and controlled(掌握管理的) by the employing unit and is relevant to his arbitration claims, the arbitral tribunal may require the employing unit to furnish such evidence within a specified time limit(在指定期限内). Where the employing unit fails to do so, it shall bear the unfavorable consequences(承担不利后果).Article 40(1) The arbitral tribunal shall make a written record of(将…记入笔录) the hearing. Where the parties or other participants in the arbitration believe that there are omissions or errors(遗漏或差错) in their statements recorded, they shall have the right to apply for supplementation or correction(补正). If the tribunal refuses to make such supplementation or correction, the application therefor shall be recorded.(2) The written record shall be signed or sealed by the arbitrators,the recording clerk(记录人员), the parties and other participants in the arbitration.Article 41After applying for arbitration of their labor dispute, the parties may reach a settlement(和解) on their own. Where a settlement agreement is reached, the application for arbitration may be withdrawn(可以撤回).Article 42(1) The arbitral tribunal shall mediate before(先行调解) making an award.(2) Where an agreement is reached through mediation, a statement of mediation(调解书) shall be prepared by the arbitral tribunal.(3) In the statement of mediation shall be clearly stated the arbitration claims and the results agreed upon by the parties. The statement of mediation shall be signed by the arbitrators, sealed by the labor dispute arbitration commission and served on the parties. The statement of mediation shall take legal effect(发生法律效力)after acknowledgement(签收后) by both parties.(4) Where mediation fails(调解不成) or before the statement of mediation is served, one party goes back on(反悔，背弃) the agreement reached, the arbitral tribunal shall make an award in a timely manner.Article 43(1) Where the arbitral tribunal is to make an award(裁决) of a labor dispute case, the award shall be made within 45 days from the date the labor dispute arbitration commission accepts the application for arbitration. If an extension is needed due to the complexity of the case, such extension shall be subject to approval by the director(主任) of the labor dispute arbitration commission, and the parties shall be notified of the extension in writing, but the period of extension may not exceed 15 days. If no arbitral award(仲裁裁决) is made at the expiration of the time limit, the parties may initiate a litigation to the people's court with respect to the labor dispute.(2) When making an award of a labor dispute case, in which part of the facts are clear, the arbitral tribunal may make an award first(先行裁决)on the basis of the said facts(就该部分事实).Article 44(1) In respect of the cases involving the recovery(追索) of labor remuneration, medical expenses for work-related injury, economic compensation(经济补偿) or damages, the arbitral tribunal may, according to the application of the parties, make an award on advanced execution(先予执行) and transfer it to the people's court for execution.(2) For the arbitral tribunal to make an award on advanced execution, the following conditions shall be met:(a) the relationship between both parties in terms of their rights and obligations is clearly defined(关系明确); and(b) the life of the applicant will seriously be affected, unless advanced execution is awarded(不先予执行).(3) Where a worker applies for advanced execution, no guarantee need be provided(可以不提供担保).Article 45An award shall be made on the basis of the opinion of the majority of the arbitrators, and the differing opinions(不同意见) held by the minority of the arbitrators shall be recorded(记入笔录). Where the opinion of the majority(多数意见) cannot be formed in the arbitral tribunal, an award shall be made on the basis of the opinion of the chief arbitrator.Article 46In the award shall clearly be stated the arbitration claims, the facts under dispute(争议事实), the reasons for award, the results of award and the date of award. The award shall be signed by the arbitrators and sealed by the labor dispute arbitration commission. The arbitrators holding differing opinions(持不同意见的) on the award may choose to sign it(签名) or not.Article 47For the following labor disputes, the arbitral award shall be final and the award shall take legal effect from the date the award is made, unless otherwise provided for in this Law:(1) disputes involving the recovery of labor remuneration, medical expenses for work-related injury, economic compensation or damages, and the amount involved does not exceed that of the minimum local monthly wage rate(当地月工资标准) multiplying 12 months; and(2) disputes arising over(在…方面) working hours, the period of rest and vacation, and social insurance, etc., in the course of implementing(因执行) the occupational standards(劳动标准) of the State.Article 48Where a worker is dissatisfied with(不服) the arbitral award as prescribed in Article 47 of this Law, he may initiate a litigation to the people's court within 15 days from the date he receives the award.Article 49(1) Where an employing unit has evidence to prove that the arbitral award prescribed in Article 47 of this Law falls under any of the following circumstances, it may, within 30 days from the date it receives the arbitral award(仲裁裁决书), apply for revocation of the award(撤销裁决) to the intermediate people's court in the place where the labor dispute arbitration commission is located:(a) it is definite that laws or regulations are applied erroneously(适用错误);(b) the labor dispute arbitration commission has no jurisdiction over(管辖权) the dispute;(c) the statutory procedure is contravened;(d) the evidence on which the award is based is forged;(e) the other party has concealed evidence which is sufficient to affect(足以影响) the impartial award; or(f) when arbitrating the case, an arbitrator extorts or accepts bribes, engages in malpractices for personal gains, or perverts the law in making the award.(2) If the people's court, after form ing a collegiate bench(组成合议庭), finds upon examination and verification that any of the circumstances as prescribed in the preceding paragraph exists in making an award, it shall revoke the award.(3) Where the arbitral award is revoked upon decision(裁定撤销) by the people's court, the parties may, within 15 days from the date they receive the award, initiate a litigation to the people's court with respect to the labor dispute in question(该劳动争议).Article 50Where a party has objection to(不服) the arbitral award of other labor dispute cases than(…以外的其他劳动争议案件) the ones prescribed in Article 47 of this Law, it may initiate a litigation to the people's court within 15 days from the date it receives the award; if no litigation is initiated at the expiration of the prescribed time limit, the award shall take legal effect.Article 51The parties shall, within the prescribed time limit, perform the statement of mediation(调解书) or the award that takes legal effect. If one party fails to do so(不履行) at the expiration of the time limit, the other party may, in accordance with the relevant provisions of the Civil Procedure Law, apply to the people's court for execution. The people's court that accepts the application(受理申请的) shall execute the statement of mediation or the award in accordance with law.C-IV Supplementary ProvisionsArticle 52Where a staff member(工作人员) of a public institution, in which the system of appointment(聘用制) is practiced, is involved in a labor dispute with the institution, this Law shall be applicable(依照本法执行); if laws, administrative regulations or the regulations of the State Council provide otherwise(另有规定), the provisions thereof shall prevail.Article 53Arbitration of labor disputes shall be free of charge(不收费). The outlay(经费) for labor dispute arbitration commissions shall be guaranteed by the finance department(由财政).Article 54 This Law shall go into effect as of May 1st, 2008. 2012-12-29 17:48:06。
中国法律文件(中英文版)清单
防沙治沙法
防沙治沙
A03-010
Law of PRC on Regional National Autonomy
Regional National Autonomy
民族区域自治法
民族区域自治
A04-001
Public Procurators Law of PRC
Administrative Penalty
行政处罚法
行政处罚
A03-008
Law of PRC on Administrative Supervision
Administrative Supervision
行政监察法
行政监察
A03-009
Law of PRC on Prevention and Control of Desertification
Organic Law
城市居民委员会组织法
组织法
A02-006
Organic Law of the Villagers Committees of PRC
Organic Law
村民委员会组织法
组织法
A02-007
Organic Law of the Local People's Congresses and Local People's Governments of PRC
State Indemnity
国家赔偿法(译文不同)
国家赔偿
A03-006
Administrative Permission Law of PRC
Administrative Permission
The Regulations of the PRC on Emergency Preparedness and Response to Marine Pollution from Ships of
上海航泰律师事务所Hightime Law Office Shanghai电话/Tel : +86 21 5106 1396电邮/Email: shanghai@《中华人民共和国船舶污染海洋环境应急防备和应急处置管理规定》已于2010年12月30日经第12次部务会议通过，现予公布，自2011年6月1日起施行。
The Regulations of the PRC on Emergency Preparedness and Response to Marine Pollution from Ships, adopted at the 12th executive meeting of ministerial affairs on 30 December 2010 promulgated on 1 March 2011 and shall come into effect as of 1 June 2011.中华人民共和国船舶污染海洋环境应急防备和应急处置管理规定 The Regulations of the PRC on Emergency Preparedness and Response to MarinePollution from Ships第一章 总 则Chapter 1 General Provisions第一条 为提高船舶污染事故应急处置能力，控制、减轻、消除船舶污染事故造成的海洋环境污染损害，依据《中华人民共和国防治船舶污染海洋环境管理条例》等有关法律、行政法规和中华人民共和国缔结或者加入的有关国际条约，制定本规定。
Article 1 The Regulations are hereby formulated in accordance with the Regulations of the People’s Republic of China on Prevention and Control of Marine Polluti on from Ships , other relevant laws and regulations and relevant international conventions concluded or acceded to by the PRC government to enhance the emergency response capability to ship related pollution, to control, minimize and eliminate damages to the marine environment caused by ship related pollution accident.第二条 在中华人民共和国管辖海域内，防治船舶及其有关作业活动污染海洋环境的应急防备和应急处置，适用本规定。
Template-PRC Legal Opinion(法律意见书英文版)
Attn: [Investors]Address：[Date]Re: Legal OpinionDear Sirs,1.We are qualified lawyers of the People’s Republic of China (“PRC”) and arequalified to issue an opinion on the laws and regulations of the PRC (this “Opinion”). For the purpose of this Opinion, PRC does not include the regions of Hong Kong, Macao and Taiwan.(1)We are acting as PRC counsel to [ ] (the “Company”), together with [ ](the“HK Company”), [ ](the “Domestic Company”), and [ ] (the “WFOE”) (collectively as the “Companies”), in connection with the series A private financing under the Series A Preferred Share Purchase Agreement (the “Share Purchase Agreement”) dated as of [Date], among the Companies, [Founder Name], a Chinese citizen with his ID number of [ ], [Founder Name], a Chinese citizen with her ID number of [ ], (collectively as the “Founders”and each a “Founder”);and [Investor A], [Investor B](collectively, the "Investors", and each an "Investor") (each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Share Purchase Agreement.(2)[ ], [ ], [ ] (together, the “Domestic Shareholders”) are the holders of allthe equity interests of the Domestic Company.2.As used herein, (A) “PRC Law” means all applicable laws, regulations, rules,statutes, orders, decrees, notices, circulars, guidelines, judicial interpretations and other legislation of the PRC in effect on the date of this Opinion; (B) “PRC Authorities” means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial body in the PRC; (C) “Approvals”means all approvals, consents, waivers, sanctions, certificates, authorizations, filings, disclosures, registrations, exemptions, permissions, endorsements, annual inspections, qualifications, permits and licenses required by any PRC Authorities pursuant to any PRC Law.In so acting, we have examined the originals or copies of documents provided to us by the Companies including: (i) the Share Purchase Agreement attached hereto as Exhibit A, dated [Date] by and among the Investors, the Founders, and the Companies, (ii) the Shareholders Agreement attached hereto as Exhibit B, dated [Date] in respect of the Company by and among the Investors, the Founders, and the Companies, (iii) all exhibits and schedules attached thereto (collectively referred to as the “Transaction Documents”); (iv) the controlling documents attached thereto as Exhibit C, including the exclusive service agreement, proxy agreement, pledge agreement, share transfer optionagreement to be prepared and executed in accordance with Section [ ] of Share Purchase Agreement (collectively, the “Controlling Documents”); and such other documents, agreements, corporate records, certificates, resolutions, Approvals and other instruments as we have deemed necessary or advisable for the purpose of rendering this Opinion, including, without limitation, original or copies of certificates issued by PRC Authorities and officers of the Companies.3.In examination of the documents and for the purpose of giving this Opinion,we have assumed without further inquiry:(a)the genuineness of all the signatures, seals and chops and the authenticity ofall documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies;(b)the documents as presented to us remain in full force and effect up to the dateof this Opinion and have not been revoked, amended, varied or supplemented;(c)the truthfulness, accuracy and completeness of all factual statements in thedocuments.4.Based on and subject to the foregoing and the qualifications hereof, we are ofthe opinion that:A. Corporate Organization(i)Organization and Valid Existence of the Domestic Company.TheDomestic Company is duly organized and validly existing under PRCLaws with limited liability. The Domestic Company was established on[Date] with its registered office at [Registered Address], and [FounderName] is its legal representative. The business license and articles ofassociation of the Domestic Company are in full force and effect under,and in compliance with the PRC Laws. [ ], [ ], and [ ] arerespectively the registered holders of [ ], [ ], and [ ]of the equityinterest in the Domestic Company. The registered capital of theDomestic Company is RMB [ ]. The registered capital of theDomestic Company has been duly authorized and fully paid up, free andclear of any security interest, mortgage, pledge, lien, charge, restrictionupon voting or transfer, or any other encumbrance, claim or other thirdparty right (an “Encumbrance”). All Approvals in the PRC requiredfor the establishment and the maintenance of the enterprise legal personstatus of the Domestic Company has been duly issued and obtained andall such Approvals are in full force and effect, have not been revoked,withdrawn, suspended or cancelled and are not subject to any materiallyburdensome condition, and the Domestic Company is in full compliancewith the provisions of such Approvals. As of the date hereof, except forthe share pledge and share option created under the Equity PledgeAgreement, Share Transfer Option Agreement and the Proxy Agreementdated [Date]by and among the Domestic Company, the WFOE, theDomestic Shareholders, there are no outstanding or authorizedsubscriptions, options, warrants, calls, rights, commitments, or any otheragreements of any character obligating the Domestic Company to issue(a) any additional equity interest or (b) any securities convertible into, orexchangeable for, or evidencing the right to subscribe for, any equityinterest and the Domestic Company has no obligation (contingent orother) to purchase, redeem or otherwise acquire any of its equitysecurities or any interest therein or to pay any dividend or make anyother distribution in respect thereof.(ii)Articles of Association. The Articles of Association of the Domestic Company and the Articles of Association the WFOE comply with therequirements of PRC Law, including the PRC Company Law, and are infull force and effect.(iii)Organization and Valid Existence of the WFOE. The WFOE has been duly incorporated and validly exists and in good standing as a whollyforeign owned enterprise, with legal person status and limited liabilityunder the PRC Law, and its approval certificate, business license andArticles of Association are in full force and effect under, and incompliance with, the PRC Law. The WFOE was established on [Date]with its registered office at [Address], and [Founder Name] is its legalrepresentative. The registered capital of the WFOE is USD [ ], none ofwhich has been fully paid. The entire equity interest of the WFOE isowned by the HK Company, and such equity interest is free and clear ofany Encumbrance. The WFOE is allowed to pay dividends to the HKCompany as its sole shareholder after withholding all of the taxes, leviesand charges and made statutorily required allocation to funds pursuant tothe PRC Law. The WFOE is allowed to convert the dividends fromRMB into foreign currencies and to remit the dividends to the HKCompany out of the PRC, as approved by relevant PRC Authorities. Asof the date hereof, there are no outstanding or authorized subscriptions,options, warrants, calls, rights, commitments, or any other agreements ofany character obligating the WFOE to issue (a) any additional equityinterest or (b) any securities convertible into, or exchangeable for, orevidencing the right to subscribe for, any equity interest and the WFOEhas no obligation (contingent or other) to purchase, redeem or otherwiseacquire any of its equity securities or any interest therein or to pay anydividend or make any other distribution in respect thereof.(iv)To our best knowledge after due inquiry, neither the Domestic Company nor the WFOE is being or threatened to be dissolved, liquidated, declaredbankrupt or insolvent, nor is it subject to any winding up, dissolution,bankruptcy or liquidation proceedings (commenced or threatened), norhave any shareholder or board resolutions been adopted or any step orother proceeding been taken to dissolve, liquidate, declare bankrupt orinsolvent the Domestic Company or the WFOE.B. Compliance(i) No Violation or Default. Unless otherwise disclosed in the DisclosureSchedule, neither the Domestic Company nor the WFOE is (A) inviolation of its Articles of Association, business or other license or anyother constitutive document; (B) in breach or default, and no event hasoccurred that with the giving of notice or lapse of time would constitutea breach or default, in the due performance or observance of any term,covenant or condition contained in any indenture, mortgage, deed of trust,loan agreement or other agreement or instrument which was madeknown to us in the course of our due diligence with each of the DomesticCompany and the WFOE and to which it is a party or by which it isbound or to which any of its property or assets is subject; or (C) inviolation of any PRC Law or, to the best of our knowledge following dueinquiry, any judgment, order or ruling of any PRC Authority.(ii) Licenses. The Domestic Company and the WFOE have all Approvals from all PRC Authorities required to conduct the business in the PRC ascontemplated in the Transaction Documents (the “Business”). Each ofthe Domestic Company and the WFOE has the full power and authorityand has duly obtained all valid and lawful Approvals necessary for it toown, lease, license, use and operate properties and assets, tangible orintangible, to the extent required by PRC Law. The above Approvals arein full force and effect.The business currently carried out by the Domestic Company and theWFOE and/or contemplated to be carried out by the Domestic Companyand the WFOE pursuant to the Transaction Documents is within thescope of business permitted under its business license.(iii) SAFE Registration.To our best knowledge, each of the Shareholders of the Company who is a PRC domestic resident as defined underCircular 37 (as defined below) has obtained preliminary overseasinvestment foreign exchange registrations in respect of their respectiveownerships in the Founder Entities, the Company and the HK Subsidiaryfor the round-trip investment in the PRC pursuant to the Circular of theState Administration of Foreign Exchange on Relevant Issues concerningForeign Exchange Administration for Domestic Residents to Engage inOverseas Investment or Financing and in Return Investment via SpecialPurpose Vehicles and all applicable laws and regulations promulgated inconnection with the foregoing (“Circular 37”) in connection with theirshareholding in the Company. Each of such Shareholders shall dulyupdate the registration filings with SAFE under Circular 37, if applicable,following the completion of the transaction contemplated in the SharePurchase Agreement.C. Business of the Company(i)No Guarantees. To the best of our knowledge after due inquiry, there areno outstanding guarantees or material contingent payment obligations ofthe Domestic Company and the WFOE in respect of the indebtedness ofa third party. To the best of our knowledge after due inquiry, theDomestic Company and the WFOE are not liable for any third-partyliabilities.(ii)Intellectual Property.The Domestic Company and the WFOE own or otherwise have the legal rights to use the trademarks, service marks,trade names, proprietary technology, copyrights, and other intellectualproperty currently employed by it in connection with the businesscurrently operated by it (the “Intellectual Property”). Neither theDomestic Company nor the WFOE has received any notice ofinfringement of or conflict with asserted rights of others with respect toany of the foregoing which, individually or in the aggregate, would havea material adverse effect on such Domestic Company or the WFOE.(iii)No Legal Proceedings. There are no legal, arbitration or governmental proceedings before any PRC Authorities pending, to the best of ourknowledge and following due inquiry, threatened or contemplatedagainst the Domestic Company or the WFOE involving the properties,assets or business of, the Domestic Company and/or the WFOE, which,if determined adversely to the Domestic Company or the WFOE, would,individually or in the aggregate, has a material adverse effect on theBusiness, assets, or equity interest in the Domestic Company or theWFOE.(iv)Title to Assets. Each of the Domestic Company and the WFOE has good and valid title to the assets owned by it, free from any liens, mortgages,charges, encumbrances or other third party rights. The DomesticCompany has terminated its Lease Agreement in relation to its currentRegistered Office. The Domestic Company will sign a new LeaseAgreement after it determines a new office within three months uponClosing, and then change its Registered Office with the localAdministration of Industry and Commerce accordingly. The WFOEhas valid and enforceable leasehold interest in the real properties rentedby the WFOE, such leasehold interest is free from liens and is fullyprotected by the terms of the relevant lease agreements, except for thosethat would not materially interfere with the use made and proposed to bemade of such properties by the WFOE.D. Controlling DocumentsNo Violation or Default.None of the Controlling Documents (A)violates the respective Articles of Association, business license or anyother constitutive document of the Domestic Company or the WFOE;or (B) violates any PRC Law or, any judgment, order or ruling of anyPRC Authority; and (2) upon the execution thereof, all of theControlling Documents will be valid and binding obligations on theDomestic Company and the WFOE, enforceable in accordance withtheir respective terms and conditions under PRC Laws and the datingof the Controlling Documents after the date hereof will not effect thatvalid and binding nature of such obligations.E. Transaction Documents(i)The Transaction Documents and any and all documents and instrumentsthereunder including the documents to be delivered at Closing by each of the Domestic Company and the WFOE have been duly executed and delivered and constitute lawful, valid and binding obligations of each of the Domestic Company and the WFOE, enforceable in accordance with their respective terms and conditions under PRC Laws. All necessary corporate actions to authorize the execution, delivery and performance of the Transaction Documents and the Controlling Documents have been duly taken in accordance with the PRC Laws as well as the Articles of Association of each of the Domestic Company and the WFOE.(ii)Each of the Domestic Company and the WFOE has the corporate power, authority and legal right to enter into, execute, deliver and perform its obligations under each of the Transaction Documents and the Controlling Documents; each of the Transaction Documents to which the Domestic Company or the WFOE is a party constitutes a valid and enforceable legal binding obligation on the Domestic Company or the WFOE, as the case may be; each of the Controlling Documents to which the Domestic Company or the WFOE is a party, upon the execution thereof, will constitute a valid and enforceable legal binding obligation on the Domestic Company or the WFOE, as the case may be.(iii)Each Founder has executed each of the Transaction Documents to which he or she is a party; each of the Transaction Documents to which he or she is a party constitutes a valid and enforceable legal binding obligation of such party. Each Founder will execute each of the Controlling Documents to which he or she is a party; each of the Controlling Documents to which he or she is a party, upon the execution thereof, will constitute a valid and enforceable legal binding obligation of such party. (iv)The execution and performance of the Transaction Documents and the Controlling Documents by the parties thereto are (1) valid and enforceable and do not and will not (i) result in any violation of the provisions of the Articles of Association, business license or Approvals of the Domestic Company or the WFOE, or (ii) result in any violation of any PRC Laws; and (2) are valid and binding obligations on the parties thereto, enforceable in accordance with their respective terms and conditions under PRC Laws.(v)The execution and performance by each Founder of his respective obligations under each of the Transaction Documents and the Controlling Documents to which he is a party and the consummation by such Founder of the transactions contemplated therein does and will not:(i) result in any violation of the provisions of the Articles of Association,business license or Approvals of the Domestic Company or the WFOE;(ii) result in any violation of any PRC Laws.(vi)No filings in respect of the Transaction Documents with any PRC Authorities are required under the PRC Laws to ensure the legality, validity, enforceability of the Transaction Documents in the PRC.(vii)Neither the Domestic Company nor the WFOE is entitled to any immunity from any legal proceedings or other legal process or fromenforcement, execution or attachment in respect of their obligations inthe transactions contemplated under any of the Transaction Documentsand the Controlling Documents.(viii)No governmental Approval is required for the execution or the performance by the Founders, the Domestic Company or the WFOE oftheir obligations under the transactions contemplated by the TransactionDocuments and the Controlling Documents.(ix)The choice of the State of New York law as the governing law of the Transaction Documents is a valid choice of law provision and would berecognized and given effect to in any action brought before a court ofcompetent jurisdiction in the PRC. The submission by the parties to theTransaction Documents to arbitration at the Hong Kong InternationalArbitration Centre in according with the UNCITRAL Arbitration Rules(the “UNCITRAL Rules”) does not contravene any laws or regulationsof the PRC, and is valid and binding upon the WFOE, the DomesticCompany and the Founders. The courts of the PRC would recognize andenforce a final and conclusive arbitral award obtained in accordancewith the Transaction Documents against the WFOE, the DomesticCompany and the Founders if such award conforms to the requirementsfor arbitral awards to be recognized and enforced as set forth in theArrangement on Mutual Recognition of Arbitration Awards betweenMainland and Hong Kong Special Administrative Region (最高人民法院关于内地与香港特别行政区相互执行仲裁裁决的安排) issued bythe Supreme Court of PRC.(x)No stamp duty or other taxes or official withholdings, fees, or other charges are payable in the PRC in connection with the execution,delivery or enforcement of the Transactions Documents.5. This Opinion is subject to the following qualifications:(i)This Opinion is subject to (A) applicable bankruptcy, insolvency,fraudulent transfer, reorganization, moratorium or similar laws in thePRC affecting creditors’ rights generally, (B) possible judicial oradministrative actions or any PRC Law affecting creditors’ rights and (C)certain equitable, legal or statutory principles in the PRC affecting theenforceability of contractual rights generally under concepts of publicinterest, interests of the State, national security, reasonableness, goodfaith and fair dealing, and applicable statutes of limitation.(ii)This Opinion relates only to PRC Law and we express no opinion as to any laws other than PRC Laws.PRC Law as used in this Opinion refers to PRC Law currently in force asof the date of this Opinion and there is no guarantee that any of suchPRC Law will not be changed, amended or revoked in the immediatefuture or in the longer term with or without retroactive effect.This Opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.This Opinion is solely for the benefit of the persons to whom they are addressed. It may not be relied upon by anyone else or used for any other purpose, in each instance, without our prior written consent. In addition, without our prior written consent, this Opinion shall not be disclosed to any third parties who are not directly involved in the Transaction.Yours sincerely,[Lawyer Name][Firm Name]SHARE PURCHASE AGREEMENTSHAREHOLDERS AGREEMENTExhibit C CONTROLLING DOCUMENTS。
Companies Law of PRC-公司法法条英文版
Companies Law of the People’s Republic of China(Adopted at the 5th Meeting of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Revision of the Company Law of the People's Republic of China made at the 13th Meeting of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Revision of the Company Law of the People's Republic of China made at the 11th Meeting of the Standing Committee of the Tenth National People's Congress on August 28, 2004; and revised at the 18th Meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005)Order of the President of the People’s Republic of China No. 42The Companies Law of the People’s Republic of China has been revised and adopted at the 18th Meeting of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005, and its revised version is hereby promulgated and shall go into effect as of January 1, 2006.Hu Jintao President of the People’s Republic of China October 27, 2005ContentsChapter I General ProvisionsChapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1IncorporationSection 2Organizational StructureSection 3Special Provisions on One-person Companies with Limited LiabilitySection 4Special Provisions on Wholly Stated-owned CompaniesChapter III Equity Transfer of Companies with Limited LiabilityChapter IV Incorporation and Organizational Structure of a Company Limited by SharesSection 1IncorporationSection 2Shareholders General AssemblySection 3Board of Directors, and the ManagerSection 4Board of SupervisorsSection 5Special Provisions on Organizational Structure of Listed CompaniesChapter V Issue and Transfer of Shares of Companies Limited by SharesSection 1Issue of SharesSection 2Transfer of SharesChapter VI Qualifications and Obligations of Directors, Supervisors and Senior Managers of Companies Chapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of CompaniesChapter IX Merger and Division of Companies, Increase and Reduction of CapitalChapter X Dissolution and Liquidation of CompaniesChapter XI Branches of Foreign CompaniesChapter XII Legal ResponsibilityChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1This Law is enacted in order to standardize the organization and behavior of companies, to protectthe legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2For the purposes of this Law, the term company refers to a company with limited liability or a company limited by shares incorporated within the territory of the People’s Republic of China in accordance with this Law.Article 3 A company is an enterprise legal person, which has independent property of a legal person and enjoys the property rights of a legal person. The company shall be liable for its debts to the extent of its entire property.Shareholders of a company with limited liability shall assume liability towards the company to the extent of the capital contributions subscribed respectively by them; and the shareholders of a company limited by shares shall assume liability towards the company to the extent of the shares subscribed respectively by them.Article 4The shareholders of a company shall, in accordance with law, enjoy such rights as benefiting from the assets of the company, participation in making major decisions and selection of managerial personnel.Article 5In its operational activities, a company shall abide by laws and administrative regulations, observe social morals and commercial ethics, persist in honesty and good faith, accept supervision by the government and the public, and assume social responsibility.The legitimate rights and interests of companies shall be protected by law, and shall be inviolable.Article 6Where an entity intends to incorporate a company, it shall, in accordance with law, apply to a company registration authority for registration of such incorporation. Where the conditions for incorporation provided for by this Law are met, the company registration authority shall have the company registered as a company with limited liability or a company limited by shares; and where the said conditions are not met, the company shall not be registered as one with limited liability or as one limited by shares.Where laws or administrative regulations provide that approval is required for incorporation of a company, the procedures of approval shall be completed according to law prior to registration of the company.The public may apply to the company registration authority for inquiry about the items registered by a company, and the authority shall provide services for such inquiry.Article 7The company registration authority shall issue a business license to a company incorporated according to law. The date on which the business license is issued shall be the date on which a company is incorporated.In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, actually received capital, scope of business and name of the legal representative of the company.Where the items stated in the business license of a company are altered, the company shall have the alterations registered according to law, and the company registration authority shall renew its business license.Article 8 A company with limited liability incorporated according to this Law shall have the words “company with limited liability”or “limited company”indicated in its name.A company limited by shares incorporated according to this Law shall have the words “company limited by shares”or “company by shares”indicated in its name.Article 9Where a company with limited liability is to be changed into a company limited by shares, it shall meet the conditions of a company limited by shares provided for by this Law. Where a company limited by shares is to be changed into a company with limited liability, it shall meet the conditions of a company with limited liability provided for by this Law.Where a company with limited liability is changed into a company limited by shares, or a company limited by shares is changed into a company with limited liability, the rights of credit and the debts of the company prior to the change shall be inherited by the company after the change.Article 10The domicile of a company shall be the place where its main administrative organization is located.Article 11Articles of association shall be formulated according to law when a company is incorporated. The articles of association of a company shall have binding force on the company, its shareholders, directors, supervisors and senior managers.Article 12The business scope of a company shall be defined in the company’s articles of association, and shall be registered according to law. A company may revise its articles of association and alter its scope of business, but shall have such revision and alteration registered.The items within the scope of business of a company that are subject to approval as provided for by laws and administrative regulations shall be submitted for approval according to law.Article 13The chairman of the board of directors, the executive director or the manager shall, in accordance with the provisions of a company’s articles of association, serve as the legal representative of the company, which shall be registered according to law. Where the legal representative of a company is replaced, the company shall have such replacement registered.Article 14 A company may establish branches. Where a company intends to establish a branch, it shall apply for registration to the company registration authority, in order to obtain a business license for the branch. However, such a branch shall not possess the status of a legal person, and its civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of legal persons, and shall independently bear civil liabilities according to law.Article 15 A company may invest in other enterprises; however, it shall not become the investor that assumes joint and several liability for the debts of the enterprises in which it invests, except where otherwise provided for by law.Article 16Where a company intends to invest in another enterprise or provide guarantee for another entity, the matter shall, in accordance with the provisions of the company’s articles of association, be subject to a resolution adopted by the board of directors or the shareholders assembly or the shareholders general assembly; and where norms for the gross amount of investments or guarantees and for the amount of a single investment or guarantee are specified in the company’s articles of association, such norms shall not be exceeded.Where a company intends to provide a guarantee for its shareholder or its actual controller, the matter shall be subject to a resolution adopted by its shareholders assembly or shareholders general assembly.The shareholder specified in the preceding paragraph or the shareholder dominated by the actual controller specified in the preceding paragraph shall not participate in the vote on the matter specified in the preceding paragraph. The resolution on such matter shall be adopted if it is voted for by other shareholders present at the meeting who hold more than half of the voting rights.Article 17Companies shall protect the lawful rights and interests of their staff and workers, sign labor contracts with them according to law, participate in social insurance, and improve occupational protection so as to achieve safety in production.Companies shall, in various forms, improve vocational education and on-the-job training among their staff and workers so as to enhance their quality.Article 18The staff and workers of a company shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide the trade union of the company with the conditions necessary for carrying out its activities. The trade union of a company shall represent the staff and workers to sign with the company collective contracts on such items as the payment for work done, working hours, welfare and insurance benefits as well as occupational safety and health of the staff and workers according to law.Companies shall, through the conference of the representatives of the staff and workers or other forms, carry out democratic management in accordance with the provisions of the Constitution and relevant laws.When a company discusses to make decisions on structural reform or on major issues in business operation, or formulate important rules and regulations, it shall listen to the opinions of the trade union, and shall listen to the opinions and proposals of the staff and workers through the conference of the representatives of staff and workers or other forms.Article 19In companies, Communist Party organizations shall, in accordance with the provisions of the Constitution of the Communist Party of China, be set up to carry out activities of the Party. Companies shall provide the necessary conditions for the Party organizations to carry out their activities.Article 20The shareholder of a company shall observe laws, administrative regulations and the company’s articles of association, exercise the rights of a shareholder according to law, and shall not abuse his rights to damage the interests of the company or other shareholders; and he shall not abuse the independent status of the company as a legal person or the limited liability of shareholders to damage the interests of the creditors of the company.Where the shareholder of a company abuses the rights of shareholders and thus causes losses to the company or other shareholders, he shall be liable for compensation according to law.Where the shareholder of a company abuses the independent status of the company as a legal person or the limited liability of shareholders, evades debts and thus seriously damages the interests of the creditors of the company, he shall assume joint and several liability for the debts of the company.Article 21Proprietary shareholders, the actual controllers, directors, supervisors and senior managers of a company shall not take advantage of their affiliated relations to damage the interests of the company.A person who, in violation of the provisions of the preceding paragraph, causes losses to a company shall be liable for compensation.Article 22The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of a company, which in content violates laws or administrative regulations, shall be invalid.Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of directors, or the voting formulas are against laws, administrative regulations or the articles of association of a company, or the content of the resolution adopted is against the company’s articles of association, the shareholders may, within 60 days from the date the resolution is adopted, request the people’s court to rescind the resolution.Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may, upon request of the company, demand the shareholders to provide appropriate guarantee.Where a company has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the company shall apply for cancellation of the registration for such alteration.Chapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1IncorporationArticle 23The following conditions shall be met for the incorporation of a company with limited liability:(1) The number of shareholders conforms to the statutory number;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association;(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with limited liability; and(5) The company has its own domicile.Article 24 A company with limited liability shall be jointly invested in and incorporated by not more than 50 shareholders.Article 25The articles of association of a company with limited liability shall specify the following items:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the forms of capital contributions, the amounts and dates of capital contributions made by shareholders;(6) the bodies of the company, and the measures for their establishment, their functions and powers, as well as the rules of procedure;(7) the legal representative of the company; and(8) other items which the shareholders assembly deems necessary to be specified.The shareholders shall sign their names on and affix their seals to the company’s articles of association.Article 26The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for by all of its shareholders, as is registered with the company registration authority. The amount of the initial capital contributions made by all of the shareholders of the company shall be not less than 20 percent of the company’s registered capital, or not less than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders within two years from the date the company is established; and in the case of an investment company, it may pay for the remainder in full within five years.The minimum amount of the registered capital of a company with limited liability shall be RMB 30,000 yuan. Where a greater amount is provided for by laws or administrative regulations, such provision shall prevail.Article 27 A shareholder may make his capital contributions in currency or do so by contributing such non-curreny property as material objects, intellectual property rights and land-use rights that can be evaluated in currency and can be transferred according to law, except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.Where laws or administrative regulations provide otherwise, those provisions shall prevail.The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered capital of a company with limited liability.Article 28 A shareholder shall pay, on schedule and in full, the amount of the capital contributions subscribed for in accordance with the provisions of the articles of association of a company. Where a shareholder makes capital contributions in currency, he shall deposit the full amount of such capital contributions in currency in the bank account opened by the company with limited liability; and where a shareholder makes capital contributions with non-corrency property, he shall, according to law, go through the formalities for the transfer of his property rights.Where a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, in addition to paying to the company of his portion of the capital contributions in full, he shall be liable for breach of contract towards the shareholders who have, on schedule and in full, made their capital contributions.Article 29After the shareholders have made their capital contributions, such capital contributions shall be subject to capital verification by a capital verification authority set up according to law, which shall issue capital verification certificates.Article 30After the initial capital contributions made by shareholders have been verified by a capital verification authority set up according to law, a representative designated by all the shareholders or a proxy jointlyentrusted by them shall submit to the company registration authority such documents as a written application for registration of the company, the company’s articles of association and the capital verification certificates, in order to apply for registration of the incorporation of the company.Article 31Where after the incorporation of a company with limited liability, it is discovered that the actual amount of the value of the non-currency property used as capital contributions for the incorporation of the company is obviously less than the amount of the value prescribed in the company’s articles of association, the shareholders that made such contributions shall make up the difference; and the others who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article 32After a company with limited liability is incorporated, it shall issue investment certificates to its shareholders.In an investment certificate the following items shall be specified:(1) the name of the company;(2) the date on which the company is incorporated;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of capital contributions; and(5) the serial number of the investment certificate and the date of its verification and issue.An investment certificate shall bear the seal of the company.Article 33 A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:(1) the names or titles and domiciles of the shareholders;(2) the amounts of the capital contributions made by the shareholders; and(3) the serial numbers of their investment certificates.The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the said roster.The company shall register with a company registration authority the names or titles of its shareholders and the amount of their capital contributions; and where items of registration are altered, it shall have the registration altered accordingly. Without registration or without registration for alteration, the company shall not act against the third party.Article 34 A shareholder shall have the right to consult and duplicate the company’s articles of association, the minutes of the meeting of the shareholders assembly, the resolutions of the board of directors, the resolutions of the board of supervisors, and the financial and accounting reports of the company.A shareholder may request to consult the accounting books of the company. To do that, the shareholder shall submit a written request to the company and explain his purposes. Where the company deems, on reasonable grounds, that it is for illegitimate purposes that the shareholder requests to consult its accounting books, which may damage the lawful interests of the company, the company may refuse to provide its accounting books for the shareholder to consult, and shall, within 15 days from the date the shareholder submits the written request, give a written reply to the shareholder and state its reasons. Where the company refuses to provide its accounting books, the shareholder may request the people’s court to demand the company to provide such books.Article 35Shareholders shall draw dividends in proportion to the capital contributions they made; and when a company increases its capital, its shareholders shall have the right of first refusal to make their subscriptions in proportion to the capital contributions they made, except where all the shareholders have agreed to draw the dividends not in proportion to their capital contributions or to do without the right of first refusal in proportion to their capital contributions when making subscriptions.Article 36Once a company is incorporated, its shareholders shall not secretly withdraw their capitalcontributions.Section 2Organizational StructureArticle 37The shareholders assembly of a company with limited liability shall be composed of all of its shareholders. The shareholders assembly is the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article 38The shareholders assembly shall exercise the following functions and powers:(1) to decide on the operational policy and investment plan of the company;(2) to elect or replace directors and supervisors who are not representatives of the staff and workers, and to decide on matters concerning the remuneration of the directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the board of supervisors or the supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve the company’s plans for profit distribution and for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issue of corporate bonds;(9) to adopt resolutions on the merger, division, dissolution, liquidation or transformation of the company;(10) to amend the articles of association of the company; and(11) other functions and powers provided for in the company’s articles of association.Where the shareholders express, in writing, their unanimous agreement on the matters specified in the preceding paragraph, they may directly make a decision without convening a meeting of the shareholders assembly, and all the shareholders shall sign their names on and affix their seals to the documents of the decision.Article 39The first meeting of the shareholders assembly of a company shall be convened and presided over by the shareholder who has made the greatest capital contributions to the company, and he shall exercise the functions and powers in accordance with the provisions of this Law.Article 40The meetings of the shareholders assembly shall be divided into regular meetings and interim meetings.Regular meetings shall be convened on schedule as specified by the provisions of the company’s articles of association. An interim meeting shall be convened when it is proposed by shareholders representing one-tenth or more of the voting rights, by one-third or more of the directors, by the board of supervisors, or by the supervisors of a company without a board of supervisors.Article 41Where a board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board cannot perform such function or fails to do so, the meeting shall be presided over by the vice-chairman of the board; and where the vice-chairman cannot perform the function or fails to do so, the meeting shall be presided over by a director jointly elected by half and more of the directors.Where no board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened and presided over by the executive director.Where a board of directors or the executive director cannot perform or fails to perform the duty of convening a meeting the shareholders assembly, such a meeting shall be convened and presided over by a board of supervisors or the supervisor of a company where no board of supervisors is set up; and where the board of supervisors or the supervisor fails to convene and preside over the meeting, the shareholder representing one-tenth or more of the voting rights may convene and preside over such a meeting on his own.Article 42All the shareholders shall be notified 15 days prior to the convening of a meeting of the shareholders assembly, except where otherwise provided for by the company’s articles of association or agreedupon by all of the shareholders.The shareholders assembly shall keep minutes of the decisions that are made on the matters discussed at the meeting, and the shareholders present at the meeting shall sign the minutes.Article 43Shareholders shall exercise their voting rights at a meeting of the shareholders assembly in proportion to their respective capital contributions, except where otherwise provided for by the company’s articles of association.Article 44The modes of meeting and voting procedures of the shareholders assembly shall, in addition to what is provided for in this Law, be stipulated by the company’s articles of association.Resolutions made at a meeting of the shareholders assembly on amendment to the company’s articles of association, the increase or reduction of the registered capital, or on the merger, division, dissolution or transformation of the company shall be subject to adoption by the shareholders representing two-thirds or more of the voting rights.Article 45 A company with limited liability shall set up a board of directors, which shall be composed of 3 to 13 members, except where otherwise provided for by Article 51 of this Law.The members of the board of directors of a company with limited liability that is incorporated with the investment of two or more State-owned enterprises or two or more State-owned investment entities shall include representatives of the staff and workers of the company; and the members of the board of directors of other companies with limited liability may include representatives of the staff and workers of the companies. The representatives of the staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the conference of the representatives of the staff and workers, the general meeting of the staff and workers, or through other forms.A board of directors shall have a chairman and may have a vice-chairman. The measures for the election of the chairman and vice-chairman of the board shall be stipulated by the company’s articles of association.Article 46The term of office of a director shall be stipulated by the company’s articles of association, but each term of office shall not exceed three years. A director may, if reelected upon expiration of his term of office, serve consecutive terms.Where no election is conducted in time before the expiration of the term of office of a director, or the number of the directors is less than the statutory number due to the resignation of a director within his term of office, the existing director shall, before the director-elect takes office, continue to perform his duty as a director in accordance with the provisions of laws, administrative regulations or the company’s articles of association.Article 47The board of directors shall be accountable to the shareholders assembly and exercise the following functions and powers:(1) to convene the meeting of the shareholders assembly, and to report on its work to the board;(2) to implement the resolutions adopted by the shareholders assembly;(3) to decide on the operational plans and investment plans of the company;(4) to draw up the annual financial budget plan and final accounts plan of the company;(5) to draw up plans for profit distribution and plans for making up losses of the company;(6) to draw up plans for the increase or reduction of the registered capital and the issue of corporate bonds of the company;(7) to draw up plans for the merger, division, dissolution and transformation of the company;(8) to decide on the establishment of the internal administrative bodies of the company;(9) to decide on the appointment or dismissal of the manager of the company and the matters concerning his remuneration, and upon recommendation of the manager, decide on the appointment or dismissal of the deputy manager(s) and persons in charge of the financial affairs of the company, and on the matters concerning their。
新中国法发展的必然性和偶然性【最新法学论文】
摘要必然性和偶然性是表示由本质和非本质的因素所确定的相互关联的哲学范畴。
对法的发展的必然性和法的发展的偶然性的辩证关系的认识，具有十分重要的意义。
研究的目的和意义就在于揭示法的发展的必然性，尽量避免为法的偶然性所迷惑、所干扰；同时，又要努力从法的发展的偶然性中发现法的必然性和规律性，使我们的认识建立在科学的基础之上，为社会主义法治国家建设、推进依法治国的进程作出积极、有益的探索。
本文首先界定了法的必然性和法的偶然性的概念，指出了法的必然性和法的偶然性的具体内容和表现。
这些都已在法发展的历史中得到印证，并且必将继续为法发展的历史所印证。
新中国法的发展历程可分为起步、停滞、倒退和恢复、发展五个阶段。
在每一阶段的立法、司法、执法以及法律意识的培养等各个方面，都可觅得法的必然性与偶然性辩证互动的脉络痕迹。
回顾和总结中新中国法发展的必然性和偶然性，其中包括必然性的特征及其原因，偶然性的表现及其原因，指出必然性是法发展的规律和发展趋向，偶然性不占主导地位，是暂时的，但两者却紧密相连，对立统一，始终贯穿于新中国法动态发展的过程之中。
全文的主旨是在总结新中国法发展的历史经验的基础上，试行分析中国法制建设的现状，预测其发展走向。
在分析法制建设的现状时，指出符合必然性要求的表现，主要在法律体系的日渐完备，法律意识的日益增强，法律与国际接轨，朝着多元一体化的方向发展；同时也指出可能出现的某些偶然性问题及其原因，如法与法之间的冲突，立法与司法在一定程度上的脱节，法律工具主义的意识使得法律权威观念的确立步履维艰等。
正确认识两者的辩证关系，以使法治进程朝着必然性的方向发展，避免使法发展出现倒退或停滞不前的偶然性现象，在立法、司法、执法及法律监督等各个环节推进和加快依法治国进程，同时逐步培育法律权威观念，在法的国际化的进程中，增强法的民族性和科学性。
全文大体上从两条线索对新中国法制建设进行分析和总结：一条横线是从立法、执法、司法、法律监督等法制建设的各个环节进行分析和总结：一条纵线是五十年回顾、当前现状、发展预测。
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Law of the People's Republic of China on Prevention and Control of Water Pollution(adopted on May 11, 1984)(amended on May 15, 1996)CHAPTER I GENERAL PROVISIONSArticle 1 This Law is enacted for the purposes of preventing and controlling water pollution, protecting and improving the environment, safeguarding human health, ensuring effective utilization of water resources and promoting progress of the socialist modernization drive.Article 2 This Law applies to prevention and control of pollution of rivers, lakes, canals, irrigation channels, reservoirs and other surface water bodies and of ground water bodies within the territory of the People's Republic of China.This Law is not applicable to prevention and control of marine pollution, which is provided for by a separate law.Article 3 Relevant departments under the State Council and local people's governments at various levels must incorporate protection of the water environment into their plans and adopt ways and measures to prevent and control water pollution.Article 4 The environmental protection departments of the people's governments at various levels shall be the organs exercising unified supervision and management of prevention and control of water pollution.Navigation administration offices of the communications departments at various levels shall be the organs exercising supervision and management of pollution caused by ships.Water conservancy administration departments, public health administration departments, geological and mining departments, municipal administration departments, and water sources protection agencies for major rivers of the people's governments at various levels shall, through performing their respective functions and in conjunction with environmental protection departments, exercise supervision over and management of prevention and control of water pollution.Article 5 All units and individuals shall have the duty to protect the water environment and the right to supervise and inform against any pollution or damage to the water environment. Any unit or individual that has suffered damage directly from a water pollution hazard shall have the right to demand elimination of the hazard and compensation for the damage by the polluter.CHAPTER II ESTABLISHMENT OF STANDARDS FOR WATER ENVIRONMENT QUALITY AND FOR DISCHARGE OF WATER POLLUTANTSArticle 6 The environmental protection department under the State Council shall establish the national standards for water environment quality.The people's governments of provinces, autonomous regions and municipalities directly under the Central Government may establish their own local standards for the items that are not specified in the national standards for water environment quality and report the same to the environmental protection department under the State Council for the record.Article 7 The environmental protection department under the State Council shall, in line with the national standards for water environment quality and the country's economic and technological conditions, establish the national standards for discharge of water pollutants.The people's governments of provinces, autonomous regions and municipalities directly under the Central Government may establish their own local standards for the items that are not specified in the national standards for discharge of water pollutants. With regard to the items that are already specified in the national standards for discharge of water pollutants, they may establish more stringent local standards than the national standards. All local standards must be reported to the environmental protection department under the State Council for the record.Those who discharge pollutants into any water body for which local standards have been established shall observe such local standards.Article 8 The environmental protection department under the State Council and the people's governments of provinces, autonomous regions and municipalities directly under the Central Government shall, in line with the requirements of prevention and control of water pollution and the country's economic and technological conditions, amend in due time their standards for water environment quality and for discharge of water pollutants.CHAPTER III SUPERVISION AND MANAGEMENT OF PREVENTION ANDCONTROL OF WATER POLLUTIONArticle 9 Relevant departments under the State Council and local people's governments at various levels shall, when developing, utilizing, regulating and allocating water resources, make integrated plans for maintaining proper river flows, proper water levels of lakes, reservoirs and proper ground water tables, in order to retain the natural purification capacity of water bodies.Article 10 To prevent and control water pollution, it is necessary to make unified plans on the basis of river basins or regions. Plans for preventing and controlling water pollution ofbasins of major rivers, designated as such by the State, shall be formulated by the environmental protection department under the State Council, together with the competent department of planning, water conservancy administration department and other departments concerned as well as the people's governments of relevant provinces, autonomous regions and municipalities directly under the Central Government, and shall be submitted to the State Council for approval.Plans for preventing and controlling water pollution of basins of other rivers that run across provinces or counties shall be formulated, in line with the plans for preventing and controlling water pollution of basins of major rivers, designated as such by the State, and in light of actual local conditions, by the environmental protection departments of the people's governments at or above the provincial level, together with the water conservancy administration departments and other departments concerned as well as the relevant local people's governments, and shall be submitted to the State Council or the people's governments at the provincial level for approval. Plans for preventing and controlling water pollution of basins of other rivers that run across counties but not provinces shall be submitted by the people's government of the province concerned to the State Council for the record.Plans for preventing and controlling water pollution, once approved, shall serve as the essential basis for prevention and control of water pollution, and any modification of such plans shall be subject to approval of the original departments that approved the plans.Local people's governments at or above the county level shall, in accordance with the approved plans for preventing and controlling water pollution of river basins, organize people to work out plans for preventing and controlling water pollution for their own administrative regions and incorporate such plans in the long-term, medium-term and annual plans of their administrative regions for national economic and social development.Article 11 Relevant departments under the State Council and local people's governments at various levels shall make rational plans for the geographical distribution of industries, subject those enterprises that cause water pollution to rectification and technological updating, adopt comprehensive prevention and control measures, increase the rate of water recycling, utilize resources rationally and reduce discharge of waste water and pollutants.Article 12 The people's governments at or above the county level may delineate protection zones for water bodies in scenic or historic sites, major fishery water bodies and other water bodies of special economic or cultural value, and take measures to ensure that the water quality in those protection zones complies with the standards for the designated uses.Article 13 New construction projects and expansion or reconstruction projects and other installations on water that directly or indirectly discharge pollutants to water bodies shall be subject to relevant State regulations governing environmental protection for such projects.In the environmental impact statement of a construction project an assessment shall be made regarding the water pollution hazards the project is likely to produce and its impact on the ecosystem, and measures for their prevention and control shall be prescribed. The statement shall be submitted, according to the specified procedure, to the relevant environmental protection department for examination and approval. The building of sewage outlets within any water conservancy projects such as canals, irrigation channels and reservoirs shall be subject to consent of the relevant department in charge of water conservancy projects.The facilities for prevention and control of water pollution must be designed, constructed and put to use or into operation simultaneously with the main part of a construction project. Such facilities must be inspected by the environmental protection department. If they do not conform to the specified requirements, the said project shall not be permitted to be put into operation or to use.An environmental impact statement shall contain comments and suggestions of the units and residents in the place where the construction project is located.Article 14 Enterprises and institutions that discharge pollutants directly or indirectly into a water body shall, pursuant to the regulations of the environmental protection department under the State Council, report to and register with the local environmental protection department their existing facilities for discharging and treating pollutants, and the categories, quantities and concentrations of pollutants discharged under their normal operating conditions, and also provide to the same department technical information concerning prevention and control of water pollution.The enterprises and institutions mentioned in the preceding paragraph shall report without delay any substantial change in the categories, quantities or concentrations of the pollutants discharged. Their facilities for treating water pollutants must be kept in normal operation; when such facilities are to be dismantled or left idle, the matter must be reported in advance to the environmental protection department of the local people's government at or above the county level for approval.Article 15 Enterprises and institutions that discharge pollutants into a water body shall pay a pollutant discharge fee in accordance with State regulations; if the discharge exceeds the limits set by the national or local standards, they shall pay a fee for excess discharge according to State regulations.The fees paid for pollutant discharge and for excess discharge must be used for prevention and control of water pollution and may not be used for any other purposes.Enterprises and institutions that discharge pollutants in excess of the standards must work out plans to make the discharge conform to the standards, and shall submit, for the record, suchplans to the environmental protection department of the local people's government at or above the county level in the place where they are located.Article 16 With regard to water bodies where the standards for water environment quality established by the State still cannot be attained although the discharge of water pollutants has conformed to the discharge standards, the people's governments at or above the provincial level may institute a system for control of the total discharge of major pollutants, and a system for making an estimate before deciding on the quantity of major pollutants to be discharged by an enterprise that is charged with the task of reducing its discharge. Specific measures shall be formulated by the State Council.Article 17 The environmental protection department under the State Council may, together with the water conservancy administration department under the State Council and the provincial people's government concerned and in light of the utilization functions determined by the State for water bodies of major river basins as well as the economic and technological conditions of the related regions, establish water environment quality standards applicable to water bodies of such major river basins within the provincial boundaries, and such standards shall be put into practice after being reported to and approved by the State Council.Article 18 Water resources protection agencies for major river basins determined as such by the State shall be responsible for monitoring the water environment quality conditions of such river basins within the boundaries of the provinces where they are located and shall, without delay, report the monitoring findings to the environmental protection department under the State Council and the water conservancy administration department under the State Council; where there are leading bodies for protection of water resources of the river basins that are set up with the approval of the State Council, such findings shall, without delay, be reported to those leading bodies.Article 19 Urban sewage shall be centrally treated.Relevant departments under the State Council and the local people's governments at various levels must incorporate protection of urban water sources and prevention and control of urban water pollution in their respective plans for urban construction, construct and improve networks of urban drainage pipelines, construct facilities for central treatment of urban sewage according to plans, and improve all-round treatment and control of urban water environment.Facilities for central treatment of urban sewage shall be, according to State regulations, provided for use with compensation, that is, a sewage treatment fee shall be collected so as to ensure normal operation of the facilities. Those who discharge sewage to the central treatment facilities and pay the fees for sewage treatment shall be exempted from the pollutant discharge fee. Sewage treatment fees collected shall be used for the constructionand operation of the facilities for central treatment of urban sewage and may not be used for other purposes.Specific measures for collection, control and use of the fees for facilities for central treatment of urban sewage shall be formulated by the State Council.Article 20 The people's governments at or above the provincial level may delineate surface sources protection zones for domestic and drinking water according to law. Such protection zones shall be divided into first-grade protection zones and protection zones of other grades. Certain water areas and land-based areas near the intakes of domestic and drinking surface water sources may be delineated as the first-grade protection zones. Certain water areas and land-based areas beyond the first-grade protection zones may be delineated as protection zones of other grades. Protection zones of all grades shall be indicated by clear geographic demarcations.It is forbidden to discharge sewage into water bodies within the firstgrade surface sources protection zones for domestic and drinking water.It is forbidden to travel, swim or carry out other activities within the first-grade surface sources protection zones for domestic and drinking water that may possibly cause pollution to the water body.It is forbidden to construct or expand within the first-grade surface sources protection zones for domestic and drinking water, any projects that have noting to do with water supply facilities and protection of water sources.With regard to sewage outlets already built in the first-grade surface sources protection zones for domestic and drinking water, the people's governments at or above the county level shall, pursuant to the limits of power authorized by the State Council, order that they be dismantled or treated within a time limit.The protection of ground sources for domestic and drinking water shall be strengthened. Specific measures for protection of domestic and drinking water sources shall be formulated by the State Council.Article 21 In case of emergency, such as severe pollution of a domestic and drinking water source which threatens the safe supply of water, the environmental protection department shall, with the approval of the people's government at the same level, take compulsory emergency measures, including ordering the enterprises or institutions concerned to reduce or stop the discharge of pollutants.Article 22 Enterprises shall employ clean production techniques that facilitate high utilization efficiency of raw and semi-finished materials and reduced discharge of pollutants and improve management to decrease water pollutants.The State shall institute a system for eliminating outdated production techniques and equipment which seriously pollute the water environment.The competent department for comprehensive economic and trade affairs under the State Council shall, together with the relevant departments under the State Council, publish the catalogue for techniques which seriously pollute the water environment and for stopping the use of which a time limit is fixed, as well as the catalogue of equipment which seriously pollute the water environment and for stopping the manufacture, sale, import and use of which a time limit is fixed.Manufacturers, sellers, importers and users must, within the time limit fixed by the competent department for comprehensive economic and trade affairs under the State Council together with the relevant departments under the State Council, stop manufacturing, selling, importing or using the equipment listed in the catalogue mentioned in the preceding paragraph. Users of the production techniques listed in the catalogue mentioned in the preceding paragraph must stop using such production techniques within the time limit fixed by the competent department for comprehensive economic and trade affairs under the State Council together with relevant departments under the State Council.No equipment that has been eliminated according to the provisions of the preceding two paragraphs may be transferred to others for use.Article 23 The State shall forbid construction of any small enterprises, devoid of measures for prevention and control of water pollution, that seriously pollute the water environment, such as chemical pulp mills, printing and dyeing mills, dyestuff mills, tanneries, electroplating factories, oil refineries and pesticides manufacturers.Article 24 Any pollutant discharging unit that causes serious pollution to a water body shall be ordered to treat the pollution within a time limit.For enterprises and institutions directly under the jurisdiction of the Central Government or the people's government of a province, autonomous region or municipality directly under the Central Government, a proposal on the time limit shall be made by the environmental protection department of the people's government of the province, autonomous region or municipality directly under the Central Government and submitted to the people's government at the same level for decision. For enterprises and institutions under the jurisdiction of the people's government at or below the county or city level, a proposal on the time limit shall be made by the environmental protection department of the people's government of the city or county and submitted to the people's government at the same levelfor decision. The pollutant discharging units shall accomplish treatment of the pollution as scheduled.Article 25 Environmental protection departments and relevant supervision and management departments of the people's governments at various levels shall have the power to carry out on-site inspections of pollutant discharging units under their jurisdiction, and the units under inspection must report the situation truthfully and provide the necessary information. The inspecting authorities shall have the obligation to keep the technological and business secrets of the units inspected.Article 26 Disputes over water pollution involving two or more administrative regions shall be settled through consultation by the local people's governments concerned, or through mediation by their people's government at a higher level.CHAPTER IV PREVENTION OF SURFACE WATER POLLUTIONArticle 27 No sewage outlet may be built in the protection zones for domestic and drinking water sources, for water bodies at scenic or historic sites, for important fishery water bodies and for other water bodies of special economic and cultural value. If a sewage outlet is to be built in the vicinity of such protection zones, the water bodies within those zones must be protected against pollution.Sewage outlets that have already been built prior to promulgation of this Law, but that discharge pollutants in excess of the limits set by the national or local standards shall be tackled and brought under control. Any outlet that endangers drinking water sources shall be relocated.Article 28 If a pollutant discharging unit, as a result of an accident or other exigency, discharges pollutants in excess of normal quantities and thus causes or may possibly cause a water pollution accident, it shall immediately take emergency measures, inform such units as are likely to be endangered or damaged by the water pollution and report the matter to the local environmental protection department. Where a ship has caused a pollution accident, it shall report the matter to the nearest navigation administration office for investigation and disposal.Where a pollution accident occurs to fishery, the matter shall be investigated and handled by the fishery supervision and administration department.Article 29 It is forbidden to discharge any oil, acid or alkaline solutions or deadly toxic liquid waste into any water body.Article 30 It is forbidden to wash and clean in any water body any vehicles or containers which have been used for storing oil or toxic pollutant.Article 31 It is forbidden to discharge or dump into any water body or directly bury deadly toxic soluble slag, tailings, etc. containing such substances as mercury, cadmium, arsenic, chromium, lead, cyanide and yellow phosphorus.Sites for depositing deadly toxic soluble slag, tailings, etc. shall be made waterproof and protected against seepage and leaking.Article 32 It is forbidden to discharge or dump industry waste residues, urban refuse or other wastes into any water body.Article 33 It is forbidden to pile or deposit solid wastes and other pollutants on beaches and bank slopes below the highest water level of rivers, lakes, canals, irrigation channels and reservoirs.Article 34 It is forbidden to discharge or dump radioactive solid wastes or waste water containing any high-or medium-level radioactive substances into any water body.Any discharge of waste water containing low-level radioactive substances into any water body must comply with the regulations and standards of the State for radioactive protection.Article 35 Where heated waste water is discharged into any water body, measures shall be taken to ensure that the temperature of the water body conforms to the standards for water environment quality, so as to prevent any heat pollution hazard.Article 36 Pathogen-contaminated sewage may be discharged only after it is disinfected to meet the relevant standards of the State.Article 37 Where industrial waste water or urban sewage is discharged into farmland irrigation channels, attention shall be paid to ensuring that the water quality at the nearest irrigation intake downstream conforms to the standards for the farmland irrigation water quality.When industrial waste water or urban sewage is used for irrigation, attention shall be paid to guarding against pollution of the soil, ground water and agricultural products.Article 38 The application of pesticides shall comply with the regulations and standards of the State for their safe use.Transportation and storage of pesticides and disposal of expired or ineffective pesticides shallbe strictly controlled to prevent water pollution.Article 39 The administrative departments for agriculture and other departments concerned of the local people's governments at or above the county level shall take measures to provide guidance to agricultural producers as to how to apply fertilizers and pesticides scientifically and rationally, so as to prevent their excessive use and water pollution.Article 40 The discharge of oil-bearing waste water or domestic ewage from ships shall comply with the standards for pollutant discharge by ships. Ocean-going ships, on entering inland rivers or harbors, shall observe the standards for pollutant discharge by inland river ships.Residual oil or waste oil of ships must be recovered, and its discharge into any water body shall be forbidden.It is forbidden to dump ship refuse into any water body.Where ships are being loaded with or transporting oils or toxic cargoes, measures must be taken against any spillage or leakage of the oils and against such cargoes from falling into water, in order to prevent water pollution.CHAPTER V PREVENTION OF GROUND WATER POLLUTIONArticle 41 Enterprises and institutions shall be forbidden to discharge or dump waste water containing toxic pollutants or pathogens or other wastes into seepage wells or pits, crevices or karat caves.Article 42 At places where no satisfactory impervious strata exist, enterprises and institutions shall be forbidden to use ditches, pits or ponds devoid of safeguards against seepage for conveyance or storage of waste water containing toxic pollutants or pathogens, or of other wastes.Article 43 In exploiting ground water from multiple aquifers, layered exploitation shall be resorted to if the water quality differs greatly from one aquifer to another. No combined exploitation of paretic water and artesian water already polluted may be permitted.Article 44 While constructing underground engineering facilities or carrying out underground prospecting, mining and other underground activities, protective measures shall be taken to prevent ground water pollution.Article 45 Artificial recharge for ground water may not deteriorate the quality of groundwater.CHAPTER VI LEGAL LIABILITYArticle 46 Any one who, in violation of the provisions of this Law, commits any of the following acts, shall, in light of the seriousness of the case, be warned or fined by the environmental protection department or by the navigation administration office of the communications department:(1) refusing to report or submitting a false report on items for which registration is required by the environmental protection department under the State Council for discharge of pollutants;(2) refusing an on-site inspection by the environmental protection department or the supervision and management department concerned, or resorting to deception;(3) storing, piling, abandoning, dumping or discharging any pollutant or waste in violation of the relevant provisions of Chapters IV and V of this Law; or(4) failing to pay, as provided for by the State, the fee for pollutant discharge or for excess discharge.The amount of fine and the procedure for its imposition shall be stipulated in the rules for implementation of this Law.Article 47 If any unit, in violation of the provisions of the third paragraph of Article 13 of this Law, puts into production or to use a construction project for which the construction of facilities for prevention and control of water pollution has not been completed or whose facilities for prevention and control of water pollution fail to meet the requirements laid down by the State, the environmental protection department that approved the environmental impact statement of the said project shall order the unit to suspend production or use, and may also impose a fine on it.Article 48 If any pollutant discharging unit, in violation of the provisions of the second paragraph of Article 14 of this Law, intentionally does not use the water pollutant treatment facilities in a normal manner, or dismantles or lays idle such facilities without approval of the environmental protection department and thus discharges pollutants in excess of the standards, the environmental protection department of the local people's government at or above the county level shall order the unit to restore the normal use or to re-install and use the facilities within a time limit, and may also impose a fine on it.。