2023年10月10日发(作者：charice pempengco)

举证通知书 (English Version)-法律英语翻译-法律文书翻译

The People’s Republic of China

Hefei Intermediate People’s Court of Anhui Province

Notice to Produce Evidence

No. XXX

To: AAA

According to the Civil Procedural Law of the People’s Republic of China and the Several Provisions of

the Supreme People's Court on Evidences for Civil Actions, you are responsible for producing

evidences to prove the facts on which your claims are based or the facts on which the claims of the

other party are rebutted.

1. You shall, as required by the Instructions for Producing Evidences of this Court submit evidence

materials to this Court within thirty (30) days after the day of the receiving this notice.

2. Evidences submitted by the parties to the people’s court shall be the originals, or copies or replicas

checked and found in conformity with the originals by the people’s court. The submitted evidence

materials shall be classified and numbered one by one. It is required to briefly describe the sources,

facts to be proved and contents of the evidence materials. Copies shall be provided according to the

number of the parties of the opposing side.

3. Where it is really difficult for you to submit evidence materials within the evidence producing term,

you may apply with this Court for extension before its expiration.

4. Your failure to submit evidence materials within the evidence producing term shall be deemed as

waiver of the right to produce evidences. For the evidence materials not submitted on time, the people’s

court won’t arrange cross examination during trial, unless the other party agrees to cross examination.

5. Where you intend to apply for authentication, increase or variation of the claims or file a

counterclaim, you shall do the same prior to the expiration of the evidence producing term.

6. Where you apply for appearance of a witness to testify, you shall file an application with this Court

ten (10) days before expiration of the evidence producing term.

7. Where an evidence provided by you has come into being outside the territory of the People’s

Republic of China, such evidence shall be certified by a notarial authority of the country in which such

evidence has come into being and certified by an embassy or consulate of the People’s Republic of

China in that country, or it is required to perform the certifying procedures prescribed by related

treaties between the People’s Republic of China and that country.

Where an evidence provided by you has come into being in the region of Hong Kong, Macau or

Taiwan, related certifying procedures shall be performed.

Hefei Intermediate People’s Court of Anhui Province (seal)

Date:

举证通知书(中文版)

×××人民法院

举证通知书

（××××）×××字第××号

×××：

根据《中华人民共和国民事诉讼法》和最高人民法院《关于民事诉讼证据的若干规定》，现将有

关举证事项通知如下：

一、当事人应当对自己提出的诉讼请求所依据的事实或者反驳对方诉讼请求所依?据的事实承担

举证责任。当事人没有证据或者提出的证据不足以证明其事实主张的，由负有举证责任的当事人

承担不利后果。

二、向人民法院提供证据，应当提供原件或者原物，或经人民法院核对无异的复?制件或者复制

品。并应对提交的证据材料逐一分类编号，对证据材料的来源、证明对象和内容作简要说明，依

照对方当事人人数提出副本。

三、申请鉴定，增加、变更诉讼请求或者提出反诉，应当在举证期限届满前提出。

四、你方申请证人作证，应当在举证期限届满的十日①前向本院提出申请。

五、申请证据保全，应当在举证期限届满的七日②前提出，本院可根据情况要求你方提供相应的

担保。

六、你方在收到本通知书后，可以与对方当事人协商确定举证期限后，向本院申?请认可。

你方与对方当事人未能协商一致，或者未申请本院认可，或本院不予认可的，你方应当于××××

年××月××日前向本院提交证据。

七、你方在举证期限内提交证据材料确有困难的，可以依照最高人民法院《关于民事诉讼证据的

若干规定》第三十六条的规定，向本院申请延期举证。

八、你方在举证期限届满后提交的证据不符合最高人民法院《关于民事诉讼证据的若干规定》第

四十一条、第四十三条第二款、第四十四条规定的“新的证据”的规?定的，视为你方放弃举证权

利。但对方当事人同意质证的除外。

九、符合最高人民法院《关于民事诉讼证据的若干规定》第十七条规定的条件之一的，你方可以

在举证期限届满的七日前书面申请本院调查收集证据。

附：

1.存在最高人民法院《关于民事诉讼证据的若干规定）（以下简称《证据规定》）第四条或者第五

条、第六条规定的情形的，审判人员可以针对不同案件情况填写。

2.如当事人可能提供域外形成的证据的，审判人员应当根据《证据规定》第十一条、第十二条的

规定，填写相关内容。

3.……（审判人员认为有必要的，可以根据案件的具体情况，指定当事人提供与本案有关的证据）

××××年××月××日

（院印）

说明：

本通知书适用于一审诉讼程序。

人民法院指定举证期限时，应当指定举证期限届满的时间。后收到通知书的一方当事人举证期限

不足30日的，自其收到通知书起第31日为举证期限届满的时间。

注：

①适用简易程序的，当事人申请的时间可以不受十日的限制。

②适用简易程序的，当事人申请的时间可以不受七日的限制。

中国民事诉讼法（中英文版）

CIVIL PROCEDURE LAW OF THE PEOPLES REPUBLIC OF CHINA

中华人民共和国民事诉讼法

2009-05-15 来源：崔劲松律师工作室/?id=11

(Adopted by the Fourth Session of the Seventh National Peoples Congress on April 9, 1991, promulgated

by the Order No 44 of the President of the Peoples Republic of China, and effective on the date of its

promulgation)

(1991年4月9日第七届全国人民代表大会第四次会议通过)

Content

目 录

Part One General Provisions

第一编 总 则

Chapter I Aim, Scope of Application and Basic Principles

第一章 任务、适用范围和基本原则

Chapter II Jurisdiction

第二章 管 辖

Section 1 Jurisdiction by Level

第一节 级别管辖

Section 2 Territorial Jurisdiction

第二节 地域管辖

Section 3 Referral and Designation of Jurisdiction

第三节 移送管辖和指定管辖

Chapter III Trial Organization

第三章 审判组织

Chapter IV Withdrawal

第四章 回 避

Chapter V Participants in Proceedings

第五章 诉讼参加人

Section 1 Parties

第一节 当事人

Section 2 Agents ad litem

第二节 诉讼代理人

Chapter VI Evidence

第六章 证 据

Chapter VII Time Periods and Service

第七章 期间、送达

Section 1 Time Periods

第一节 期 间

Section 2 Service

第二节 送 达

Chapter VIII Conciliation

第八章 调 解

Chapter IX Property Preservation and Preliminary Execution

第九章 财产保全和先予执行

Chapter X Compulsory Measures against Impairment of Civil Actions

第十章 对妨害民事诉讼的强制措施

Chapter XII Ordinary Procedure of First Instance

第十二章 第一审普通程序

Section 1 Initiating An Action and Accepting a Case

第一节 起诉和受理

Section 2 Preparations for Trial

第二节 审理前的准备

Section 3 Trial in Court

第三节 开庭审理

Section 4 Suspension and Termination of an Action

第四节 诉讼中止和终结

Section 5 Judgment and Order

第五节 判决和裁定

Chapter XIII Summary Procedure

第十三章 简易程序

Chapter XIV Procedure of Second Instance

第十四章 第二审程序

Chapter XV Special Procedure

第十五章 特别程序

Section 1 General Stipulations

第一节 一般规定

Section 2 Cases Concerning the Credentials of Voters

第二节 选民资格案件

Section 3 Cases Concerning the Proclamation of a Person as Missing or Dead

第三节 宣告失踪、宣告死亡案件

Section 4 Cases Concerning the Determination of a Citizen as Incompetent or with Limited

Capacity for Civil Conduct

第四节 认定公民无民事行为能力、限制民事行为能力案件

Section 5 Cases Concerning the Determination of a Property as Ownerless

第五节 认定财产无主案件

Chapter XVI Procedure for Trial Supervision

第十六章 审判监督程序

Chapter XVII Summary Procedure for Recovering a Debt

第十七章 督促程序

Chapter XVIII Procedure for Public Invitation to Assert Claims

第十八章 公示催告程序

Chapter XIX Procedure for Debt Repayment after Bankruptcy of Enterprises as Legal Persons

第十九章 企业法人破产还债程序

Part Three Procedure of Execution

第三编 执行程序

Chapter XX General Stipulations

第二十四章 一般原则

Chapter XXV Jurisdiction

第二十五章 管 辖

Chapter XXVI Service and Time Periods

第二十六章 送达、期间

Chapter XXVII Property Preservation

第二十七章 财产保全

Chapter XXVIII Arbitration

第二十八章 仲 裁

Chapter XXIX Judicial Assistance

第二十九章 司法协助

Part One General Provisions

第一编 总 则

Chapter I Aim, Scope of Application and Basic Principles

第一章 任务、适用范围和基本原则

Article 1 The Civil Procedure Law of the Peoples Republic of China is enacted on the basis of the

Constitution and in line with the experiences and actual conditions of our country in trying civil cases.

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。

Article 2 The aim of the Civil Procedure Law of the Peoples Republic of China is to protect the

exercise of the litigation rights of the parties, ensure that the peoples courts ascertain facts, distinguish

right from wrong, apply the law correctly, try civil cases promptly, affirm the relations of civil rights and

obligations, punish acts violating civil law, protect the lawful rights and interests of the parties, educate

citizens to voluntarily abide by the law, maintain the social order and economic order, and guarantee the

smooth progress of the cause of the socialist construction.

第二条 中华人民共和国民事诉讼法的任务，是保护当事人行使诉讼权利，保证人民法院查明

事实，分清是非，正确适用法律，及时审理民事案件，确认民事权利义务关系，制裁民事违法行

为，保护当事人的合法权益，教育公民自觉遵守法律，维护社会秩序、经济秩序，保障社会主义

建设事业顺利进行。

Article 3 The provisions of this Law shall be applicable to civil lawsuits concerning disputes over

the property relations and the relations of persons between citizens, between legal persons and between

other organizations as well as among citizens, legal persons and other organizations.

第三条 人民法院受理公民之间、法人之间、其他组织之间以及他们相互之间因财产关系和人

身关系提起的民事诉讼，适用本法的规定。

Article 4 Whichever engages in civil lawsuits within the territory of the Peoples Republic of China

must abide by this Law.

第四条 凡在中华人民共和国领域内进行民事诉讼，必须遵守本法。

Article 5 Foreign nationals, stateless persons, foreign enterprises and organizations that institute or

respond to proceedings in the peoples courts shall have the same litigation rights and obligations as

citizens, legal persons and other organizations of the Peoples Republic of China.

第五条 外国人、无国籍人、外国企业和组织在人民法院起诉、应诉，同中华人民共和国公民、

法人和其他组织有同等的诉讼权利义务。

Where the courts of a foreign country impose restrictions on the civil litigation rights of the citizens,

legal persons and other organizations of the Peoples Republic of China, the peoples courts of the Peoples

Republic of China shall follow the principle of reciprocity regarding the civil litigation rights of the

citizens, enterprises and organizations of that foreign country.

外国法院对中华人民共和国公民、法人和其他组织的民事诉讼权利加以限制的，中华人

民共和国人民法院对该国公民、企业和组织的民事诉讼权利，实行对等原则。

Article 6 The peoples courts shall exercise the judicial authority with respect to civil cases.

第六条 民事案件的审判权由人民法院行使。

The peoples courts shall try civil cases independently in accordance with the law, and shall not be

subject to interference by any administrative organ, social group or individual.

人民法院依照法律规定对民事案件独立进行审判，不受行政机关、社会团体和个人的干

涉。

Article 7 In trying civil cases, the peoples courts must base themselves on facts and take the law as

the criterion.

第七条 人民法院审理民事案件，必须以事实为根据，以法律为准绳。

Article 8 The parties to a civil action shall have equal litigation rights. The peoples courts shall, in

trying civil cases, guarantee and facilitate the exercise of litigation rights by the parties, and apply the

law equally to the parties.

第八条 民事诉讼当事人有平等的诉讼权利。人民法院审理民事案件，应当保障和便利当事人

行使诉讼权利，对当事人在适用法律上一律平等。

Article 9 In trying civil cases, the peoples courts shall conduct conciliation under the principles of

voluntariness and lawfulness; where conciliation efforts fail, the peoples courts shall render judgments

without delay.

第九条 人民法院审理民事案件，应当根据自愿和合法的原则进行调解；调解不成的，应当及

时判决。

Article 10 In trying civil cases, the peoples courts shall, as provided for by law, apply the systems of

collegial panel, withdrawal, public trial, and the system whereby the second instance is final.

第十条 人民法院审理民事案件，依照法律规定实行合议、回避、公开审判和两审终审制度。

Article 11 Citizens of all nationalities shall have the right to use their native spoken and written

languages in civil proceedings.

第十一条 各民族公民都有用本民族语言、文字进行民事诉讼的权利。

Where people of a minority nationality live in a concentrated community or where a number of

nationalities live together in one area, the peoples courts shall conduct hearings and issue legal

documents in the spoken and written languages commonly used by the local nationalities.

在少数民族聚居或者多民族共同居住的地区，人民法院应当用当地民族通用的语言、文

字进行审理和发布法律文书。

The peoples courts shall provide interpretation for any participant in the court proceedings who is

not familiar with the spoken or written languages commonly used by the local nationalities.

人民法院应当对不通晓当地民族通用的语言、文字的诉讼参与人提供翻译。

Article 12 In the trial of civil cases by the peoples court, the parties shall have the right to debate.

第十二条 人民法院审理民事案件时，当事人有权进行辩论。

Article 13 The parties shall be entitled, within the scope stipulated by law, to dispose of their civil

rights and their litigation rights.

第十三条 当事人有权在法律规定的范围内处分自己的民事权利和诉讼权利。

Article 14 The peoples procuratorates shall have the right to exercise legal supervision over the civil

proceedings activities.

第十四条 人民检察院有权对民事审判活动实行法律监督。

Article 15 If the civil rights and interests of the State, a collective or an individual have been

infringed upon, a State organ, social group, enterprise or institution may support the unit or individual

being infringed upon to initiate legal action in a peoples court.

第十五条 机关、社会团体、企业事业单位对损害国家、集体或者个人民事权益的行为，可以

支持受损害的单位或者个人向人民法院起诉。

Article 16 The peoples conciliation committees shall be mass organizations to conciliate civil

disputes, which are to function under the guidance of the grassroots peoples governments and the

grassroots peoples courts.

第十六条 人民调解委员会是在基层人民政府和基层人民法院指导下，调解民间纠纷的群众性

组织。

A peoples conciliation committee shall conduct conciliation in accordance with legal provisions and

the principle of voluntariness. The parties concerned shall execute the agreement reached in conciliation:

those who refuse a conciliation or those for whom a conciliation has failed or those who have retracted

from a conciliation agreement may initiate legal proceedings in a peoples court.

人民调解委员会依照法律规定，根据自愿原则进行调解。当事人对调解达成的协议应当

履行；不愿调解、调解不成或者反悔的，可以向人民法院起诉。

In case where a peoples conciliation committee violates the law in conciliating civil disputes, a

peoples court shall make corrections.

人民调解委员会调解民间纠纷，如有违背法律的，人民法院应当予以纠正。

Article 17 The peoples congresses of the national autonomous areas may formulate adoptive or

supplementary provisions in accordance with the principles of the Constitution and this Law and with the

specific circumstances of the local nationalities. Such provisions made by an autonomous region shall be

submitted to the Standing Committee of the National Peoples Congress for approval. The provisions

made by an autonomous prefecture or autonomous county shall be submitted to the standing committee

of the peoples congress of the relevant autonomous region or province for approval and to the Standing

Committee of the National Peoples Congress for the record.

第十七条 民族自治地方的人民代表大会根据宪法和本法的原则，结合当地民族的具体情况，

可以制定变通或者补充的规定。自治区的规定，报全国人民代表大会常务委员会批准。自治州、

自治县的规定，报省或者自治区的人民代表大会常务委员会批准，并报全国人民代表大会常务委

员会备案。

Chapter II Jurisdiction

第二章 管 辖

Section 1 Jurisdiction by Level

第一节 级别管辖

Article 18 The grassroots peoples courts shall have jurisdiction as courts of first instance over civil

cases, unless otherwise stipulated by this Law.

第十八条 基层人民法院管辖第一审民事案件，但本法另有规定的除外。

Article 19 The intermediate peoples courts shall have jurisdiction as courts of first instance over the

following civil cases:

第十九条 中级人民法院管辖下列第一审民事案件：

(1). major cases involving foreign interests;

（一）重大涉外案件；

(2). cases that have major impact on the area under their jurisdiction;

（二）在本辖区有重大影响的案件；

and (3). cases under the jurisdiction of the intermediate peoples courts as determined by the

Supreme Peoples Court.

（三）最高人民法院确定由中级人民法院管辖的案件。

Article 20 The higher peoples courts shall have jurisdiction as courts of first instance over civil

cases that have major impact on the areas under their jurisdiction.

第二十条 高级人民法院管辖在本辖区有重大影响的第一审民事案件。

Article 21 The Supreme Peoples Court shall have jurisdiction as the court of first instance over the

following civil cases:

第二十一条 最高人民法院管辖下列第一审民事案件：

(1). cases that have major impact on the whole country; and

（一）在全国有重大影响的案件；

(2). cases that the Supreme Peoples Court deems it should try.

（二）认为应当由本院审理的案件。

Section 2 Territorial Jurisdiction

第二节 地域管辖

Article 22 A civil lawsuit initiated against a citizen shall be under the jurisdiction of the peoples

court in the place where the defendant has his or her domicile;

第二十二条 对公民提起的民事诉讼，由被告住所地人民法院管辖；

if the defendants domicile is different from his or her habitual residence, the lawsuit shall be under

the jurisdiction of the peoples court in the place of his or her habitual residence.

被告住所地与经常居住地不一致的，由经常居住地人民法院管辖。

Where the domiciles or habitual residences of several defendants in the same lawsuit are in the

areas under the jurisdiction of two or more peoples courts, all of those peoples courts shall have

jurisdiction over the lawsuit.

对法人或者其他组织提起的民事诉讼，由被告住所地人民法院管辖。同一诉讼的几个被

告住所地、经常居住地在两个以上人民法院辖区的，各该人民法院都有管辖权。

Article 23 The following civil lawsuits shall be under the jurisdiction of the peoples court in the

place where the plaintiff has his or her domicile; if the plaintiffs domicile is different from his or her

habitual residence, the lawsuit shall be under the jurisdiction of the people court in the place of the

plaintiffs habitual residence.

第二十三条 下列民事诉讼，由原告住所地人民法院管辖；原告住所地与经常居住地不一致的，

由原告经常居住地人民法院管辖：

(1). cases concerning the status of persons not residing within the territory of the Peoples Republic

of China;

（一）对不在中华人民共和国领域内居住的人提起的有关身份关系的诉讼；

(2). cases concerning the status of persons whose whereabouts have been unknown or who have

been declared as missing;

（二）对下落不明或者宣告失踪的人提起的有关身份关系的诉讼；

(3). cases against persons who are undergoing rehabilitation through labor; and

（三）对被劳动教养的人提起的诉讼；

(5). cases against persons who are being imprisoned.

（四）对被监禁的人提起的诉讼。

Article 24 A lawsuit initiated over a contract dispute shall be under the jurisdiction of the peoples

court in the place where the defendant has his or her domicile or where the contract is performed.

第二十四条 因合同纠纷提起的诉讼，由被告住所地或者合同履行地人民法院管辖。

Article 25 The parties to a contract may choose through agreement stipulated in the written contract

the peoples court in the place where the defendant has his or her domicile, where the contract is

performed, where the contract is signed, where the plaintiff has his or her domicile or where the subject

matter is located to have jurisdiction over the case, however, such an agreement may not violate the

provisions of this Law regarding jurisdiction by level and exclusive jurisdiction.

第二十五条 合同的双方当事人可以在书面合同中协议选择被告住所地、合同履行地、合同签

订地、原告住所地、标的物所在地人民法院管辖，但不得违反本法对级别管辖和专属管辖的规定。

Article 26 An action initiated for an insurance contract dispute shall be under the jurisdiction of the

peoples court in the place where the defendant has his or her domicile or where the insured object is

located.

第二十六条 因保险合同纠纷提起的诉讼，由被告住所地或者保险标的物所在地人民法院管

辖。

Article 27 A lawsuit initiated for a dispute over a bill of exchange shall be under the jurisdiction of

the peoples court in the place where the bill is paid or where the defendant has his or her domicile.

第二十七条 因票据纠纷提起的诉讼，由票据支付地或者被告住所地人民法院管辖。

Article 28 An action initiated for a dispute over railway, highway, water, or air transport or through

transport contract shall be under the jurisdiction of the peoples court in the place where the transport

starts or ends or where the defendant has his or her domicile.

第二十八条 因铁路、公路、水上、航空运输和联合运输合同纠纷提起的诉讼，由运输始发地、

目的地或者被告住所地人民法院管辖。

Article 29 An action initiated for an infringing act shall be under the jurisdiction of the peoples

court in the place where the infringing act took place or where the defendant has his or her domicile.

第二十九条 因侵权行为提起的诉讼，由侵权行为地或者被告住所地人民法院管辖。

Article 30 An action concerning claims for damages caused by a railway, highway, water or aviation

accident shall be under the jurisdiction of the peoples court in the place where the accident occurred or

where the vehicle or ship first arrived after the accident or where the aircraft first landed after the

accident, or where the defendant has his or her domicile.

第三十条 因铁路、公路、水上和航空事故请求损害赔偿提起的诉讼，由事故发生地或者车辆、

船舶最先到达地、航空器最先降落地或者被告住所地人民法院管辖。

Article 31 An action initiated for damages caused by a ship collision or any other maritime accident

shall be under the jurisdiction of the peoples court in the place where the collision took place or where

the collision ship first docked after the accident or where the ship at fault was detained, or where the

defendant has his or her domicile.

第三十一条 因船舶碰撞或者其他海事损害事故请求损害赔偿提起的诉讼，由碰撞发生地、碰

撞船舶最先到达地、加害船舶被扣留地或者被告住所地人民法院管辖。

Article 32 A lawsuit initiated for maritime salvage shall be under the jurisdiction of the peoples

court in the place where the salvage took place or where the salvaged vessel first docked after the

disaster.

第三十二条 因海难救助费用提起的诉讼，由救助地或者被救助船舶最先到达地人民法院管

辖。

Article 33 A lawsuit initiated for general average shall be under the jurisdiction of the peoples court

in the place where the ship first docked after the general average took place or the adjustment of the

general average was conducted or where the voyage ended.

第三十三条 因共同海损提起的诉讼，由船舶最先到达地、共同海损理算地或者航程终止地的

人民法院管辖。

Article 34 The following cases shall be under the exclusive jurisdiction of the peoples courts

specified in this Article:

第三十四条 下列案件，由本条规定的人民法院专属管辖：

(1). an action initiated for real estate shall be under the jurisdiction of the peoples court in the place

where the estate is located;

（一）因不动产纠纷提起的诉讼，由不动产所在地人民法院管辖；

(2). a lawsuit concerning a dispute over harbor operations shall be under the jurisdiction of the

peoples court in the place where the harbor is located; and

（二）因港口作业中发生纠纷提起的诉讼，由港口所在地人民法院管辖；

(3). a lawsuit concerning the succession of an inheritance shall be under the jurisdiction of the

peoples court in the place where the decedent had his or her domicile upon his or her death, or where the

principal part of his or her estate is located.

（三）因继承遗产纠纷提起的诉讼，由被继承人死亡时住所地或者主要遗产所在地人民

法院管辖。

Article 35 When two or more peoples courts have jurisdiction over the same lawsuit, the plaintiff

may bring his or her lawsuit in one of these peoples courts; if the plaintiff brings the lawsuit in two or

more peoples courts that have jurisdiction over the lawsuit, it shall be handled by the peoples courts that

first files the case.

第三十五条 两个以上人民法院都有管辖权的诉讼，原告可以向其中一个人民法院起诉；原告

向两个以上有管辖权的人民法院起诉的，由最先立案的人民法院管辖。

Section 3 Referral and Designation of Jurisdiction

第三节 移送管辖和指定管辖

Article 36 Where a peoples court discovers that a case it has accepted is not under its jurisdiction, it

shall refer the case to the peoples court that has jurisdiction over the case. The peoples court to which a

case has been referred shall accept the case, and if it considers that, according to relevant regulations, the

case referred is not under its jurisdiction, it shall report it to a peoples court at the higher level for the

designation of jurisdiction, and may not refer it again to another peoples court on its own initiative.

第三十六条 人民法院发现受理的案件不属于本院管辖的，应当移送有管辖权的人民法院，受

移送的人民法院应当受理。受移送的人民法院认为受移送的案件依照规定不属于本院管辖的，应

当报请上级人民法院指定管辖，不得再自行移送。

Article 37 In case that a peoples court which has jurisdiction over a case is unable to exercise the

jurisdiction for special reasons, the peoples court at the higher level shall designate another court to

exercise the jurisdiction.

第三十七条 有管辖权的人民法院由于特殊原因，不能行使管辖权的，由上级人民法院指定管

辖。

In the event of a dispute over the jurisdiction between the peoples courts, it shall be resolved by the

parties to the dispute through consultation; if such consultation fails to resolve the dispute, it shall be

reported to a peoples court superior to both parties to the dispute for the designation of jurisdiction.

人民法院之间因管辖权发生争议，由争议双方协商解决；协商解决不了的，报请它们的

共同上级人民法院指定管辖。

Article 38 Where any party holds an objection to the jurisdiction of the peoples court over the case

after the court has accepted the case, the party shall raise the objection during the term for filing the bill

of defense. The peoples court shall examine such an objection raised by the party. If the objection is

tenable, the peoples court shall order that the case be transferred to the peoples court that has jurisdiction

over the case; if the objection is untenable, the peoples court shall order to turn it down.

第三十八条 人民法院受理案件后，当事人对管辖权有异议的，应当在提交答辩状期间提出。

人民法院对当事人提出的异议，应当审查。异议成立的，裁定将案件移送有管辖权的人民法院；

异议不成立的，裁定驳回。

Article 39 Peoples courts at higher levels shall have the authority to try civil cases over which

peoples courts at lower levels have jurisdiction as courts of first instance; may also transfer civil cases

over which they themselves have jurisdiction as courts of first instance to peoples courts at lower levels

for trial.

第三十九条 上级人民法院有权审理下级人民法院管辖的第一审民事案件，也可以把本院管辖

的第一审民事案件交下级人民法院审理。

In case that a peoples court at a lower level deems it necessary for a civil case of first instance under

its jurisdiction to be tried by a peoples court at a higher level, it may request such a peoples court to try

the case.

下级人民法院对它所管辖的第一审民事案件，认为需要由上级人民法院审理的，可以报

请上级人民法院审理。

Chapter III Trial Organization

第三章 审判组织

Article 40 In trying civil cases of first instance, the peoples court shall form a collegial panel

consisting of both judges and assessors or of judges alone. The collegial panel must have an odd number

of members.

第四十条 人民法院审理第一审民事案件，由审判员、陪审员共同组成合议庭或者由审判员组

成合议庭。合议庭的成员人数，必须是单数。

Civil cases to which summary procedure is applied shall be tried by a single judge alone.

适用简易程序审理的民事案件，由审判员一人独任审理。

The assessors shall, while carrying out their duties as assessors, have equal rights and obligations

with the judges.

陪审员在执行陪审职务时，与审判员有同等的权利义务。

Article 41 In trying civil cases of second instance, the peoples court shall form a collegial panel of

judges. The collegial panel must have an odd number of members.

第四十一条 人民法院审理第二审民事案件，由审判员组成合议庭。合议庭的成员人数，必须

是单数。

Regarding to a case remanded for a retrial, the peoples court of first instance that has originally tried

the case shall form a new collegial panel in accordance with the procedure of first instance.

发回重审的案件，原审人民法院应当按照第一审程序另行组成合议庭。

If a case for retrial was originally tried at first instance, a new collegial panel shall be formed

according to the procedure of first instance; if the case was originally tried at second instance or was

brought up by a peoples court at a higher level for trial, a new collegial panel shall be formed according

to the procedure of second instance.

审理再审案件，原来是第一审的，按照第一审程序另行组成合议庭；原来是第二审的或

者是上级人民法院提审的，按照第二审程序另行组成合议庭。

Article 42 The president of the court or the chief judge of a division shall designate a judge to serve

as the presiding judge of the collegial panel; if the president or the chief judge participates in the trial, he

himself or herself shall serve as the presiding judge.

第四十二条 合议庭的审判长由院长或者庭长指定审判员一人担任；院长或者庭长参加审判

的，由院长或者庭长担任。

Article 43 The collegial panel shall, when deliberating a case, observe the principle that the

minority shall defer to the majority. The deliberations shall be recorded in writing, and the transcript

shall be signed by the members of the collegial panel. Diverging opinions in the deliberations must be

truthfully recorded in the transcript.

第四十三条 合议庭评议案件，实行少数服从多数的原则。评议应当制作笔录，由合议庭成员

签名。评议中的不同意见，必须如实记入笔录。

Article 44 The judicial personnel shall handle the case impartially and in accordance with the law.

第四十四条 审判人员应当依法秉公办案。

The judicial personnel may not accept any treat or gift from the parties or their agents ad litem.

审判人员不得接受当事人及其诉讼代理人请客送礼。

Any judicial personnel who commits embezzlement, accepts bribes, practices favoritism for

personal gains or perverts the law in making judgment shall be investigated for legal responsibility; if a

crime is constituted, criminal responsibility shall be investigated according to law.

审判人员有贪污受贿，徇私舞弊，枉法裁判行为的，应当追究法律责任；构成犯罪的，

依法追究刑事责任。

Chapter IV Withdrawal

第四章 回 避

Article 45 Where any judicial personnel has any of the following circumstances, he or she must

withdraw, and the parties to the case shall also have the right to request, orally or in writing, that he or

she withdraws:

第四十五条 审判人员有下列情形之一的，必须回避，当事人有权用口头或者书面方式申请他

们回避：

(1). being a party or a near relative of a party to the case or a near relative of an agent ad litem in the

case;

（一）是本案当事人或者当事人、诉讼代理人的近亲属；

(2). having a personal interest in the case; or

（二）与本案有利害关系；

(3). having some other relationship with a party to the case that might influence the impartial

handling of the case.

（三）与本案当事人有其他关系，可能影响对案件公正审理的。

The provisions of the preceding paragraph shall also apply to clerks, interpreters, expert witnesses

and inspectors.

前款规定，适用于书记员、翻译人员、鉴定人、勘验人。

Article 46 When a party is to request the withdrawal of a member of the judicial personnel, reasons

therefore shall be given and the request shall be submitted at the beginning of the proceedings; the

request for withdrawal may also be submitted before the end of court debate if the reason for the

withdrawal becomes known only after the beginning of the proceedings.

第四十六条 当事人提出回避申请，应当说明理由，在案件开始审理时提出；回避事由在案件

开始审理后知道的，也可以在法庭辩论终结前提出。

Prior to a decision on withdrawal by the peoples court, the person who has been requested to

withdraw shall temporarily suspend his or her participation in the proceedings of the case, but with the

exception of cases that require the adoption of emergency measures.

被申请回避的人员在人民法院作出是否回避的决定前，应当暂停参与本案的工作，但案

件需要采取紧急措施的除外。

Article 47 The withdrawal of a court president who serves as the presiding judge shall be decided

by the judicial committee; the withdrawal of judicial personnel shall be decided by the court president;

the withdrawal of other personnel shall be decided by the presiding judge.

第四十七条 院长担任审判长时的回避，由审判委员会决定；审判人员的回避，由院长决定；

其他人员的回避，由审判长决定。

Article 48 Regarding to a request for withdrawal made by a party, the peoples court shall make a

decision, orally or in writing, within three days after the request was made. If the party disagrees with the

decision, it may apply for reconsideration which could be granted only once. During the period of

reconsideration, person who has been requested to withdraw shall not suspend his or her participation in

the proceedings of the case. The peoples court shall, within three days after receiving the application,

make a reconsideration decision and notify the applicant of the decision.

第四十八条 人民法院对当事人提出的回避申请，应当在申请提出的三日内，以口头或者书面

形式作出决定。申请人对决定不服的，可以在接到决定时申请复议一次。复议期间，被申请回避

的人员，不停止参与本案的工作。人民法院对复议申请，应当在三日内作出复议决定，并通知复

议申请人。

Chapter V Participants in Proceedings

第五章 诉讼参加人

Section 1 Parties

第一节 当事人

Article 49 Any citizen, legal person or any other organization may become a party to a civil lawsuit.

Legal persons shall be represented by their legal representatives in proceedings. Other organizations

shall be represented by their principal persons in charge in proceedings.

第四十九条 公民、法人和其他组织可以作为民事诉讼的当事人。法人由其法定代表人进行诉

讼。其他组织由其主要负责人进行诉讼。

Article 50 The parties shall have the right to appoint agents, request withdrawals, collect and

provide evidence, engage in debate, request conciliation, file an appeal and apply for execution.

第五十条 当事人有权委托代理人，提出回避申请，收集、提供证据，进行辩论，请求调解，

提起上诉，申请执行。

The parties may consult the materials related the case, and may also reproduce the materials and

other legal documents pertaining to the case. The scope and measures on consulting and reproducing

materials pertaining to the case shall be made by the Supreme Peoples Court.

当事人可以查阅本案有关材料，并可以复制本案有关材料和法律文书。查阅、复制本案

有关材料的范围和办法由最高人民法院规定。

The parties must exercise their litigation rights in accordance with the law, observe litigation

procedures and execute the legally effective written judgments or orders and conciliation statements.

当事人必须依法行使诉讼权利，遵守诉讼秩序，履行发生法律效力的判决书、裁定书和

调解书。

Article 51 The two parties may reach a compromise on their own.

第五十一条 双方当事人可以自行和解。

Article 52 The plaintiff may relinquish or modify his or her claim. The defendant may confirm or

repudiate the claim and shall have the right to file a counterclaim.

第五十二条 原告可以放弃或者变更诉讼请求。被告可以承认或者反驳诉讼请求，有权提起反

诉。

Article 53 When one party or both parties consist of two or more persons, the subject matters of

actions are the same or of the same category and the peoples court considers that, subject to the consent

of the parties, the lawsuit can be tried together, a joint lawsuit shall be constituted.

第五十三条 当事人一方或者双方为二人以上，其诉讼标的是共同的，或者诉讼标的是同一种

类、人民法院认为可以合并审理并经当事人同意的，为共同诉讼。

Where the individuals constituting a party to a joint lawsuit have common rights and obligations

with respect to the subject matter of action and the act of litigation of one person is recognized by the

others of his or her party, such act shall be binding on all the other members of his or her party; where

the individuals in one party do not have common rights and obligations with respect to the subject matter

of action, then the act of litigation of one person shall have no binding force on the others of his or her

party.

共同诉讼的一方当事人对诉讼标的有共同权利义务的，其中一人的诉讼行为经其他共同

诉讼人承认，对其他共同诉讼人发生效力；对诉讼标的没有共同权利义务的，其中一人的诉讼行

为对其他共同诉讼人不发生效力。

Article 54 A joint lawsuit in which one party consists of numerous persons may be brought by

representatives selected by and from the party. The act of litigation of such representatives shall be

effective for all members of the party they represent, however, modification to or waiver of claims of

action, or confirmation of the claims of the other party, or resorting to compromise by the representatives

shall be subject to the approval of the party they represent.

第五十四条 当事人一方人数众多的共同诉讼，可以由当事人推选代表人进行诉讼。代表人的

诉讼行为对其所代表的当事人发生效力，但代表人变更、放弃诉讼请求或者承认对方当事人的诉

讼请求，进行和解，必须经被代表的当事人同意。

Article 55 With respect to a case in which the subject matter of action is of the same category and

one party consists of numerous persons or of an uncertain number upon initiation of the lawsuit, the

peoples court may issue a public notice, stating the particulars and claims of the case and informing

claimants to file at the peoples court within a fixed period of time.

第五十五条 诉讼标的是同一种类、当事人一方人数众多在起诉时人数尚未确定的，人民法院

可以发出公告，说明案件情况和诉讼请求，通知权利人在一定期间向人民法院登记。

Claimants who have filed at the peoples court may select representatives from among themselves to

engage in litigation; if such representatives cannot be created through selection, they may be decided by

the peoples court through negotiation with the claimants who have filed at the court.

向人民法院登记的权利人可以推选代表人进行诉讼；推选不出代表人的，人民法院可以

与参加登记的权利人商定代表人。

The act of litigation of such representatives shall be effective for the party they represent, however,

modification or waiver of claims of action or confirmation of the claims of the other party or resorting to

a compromise by the representatives shall be subject to the approval of the party they represent.

代表人的诉讼行为对其所代表的当事人发生效力，但代表人变更、放弃诉讼请求或者承

认对方当事人的诉讼请求，进行和解，必须经被代表的当事人同意。

The judgments or orders rendered by the peoples court shall be effective for all the claimants who

have filed at the court. The same judgments or orders shall be binding on the claimants who have not

filed at the court but initiated legal proceedings during the limitation of action.

人民法院作出的判决、裁定，对参加登记的全体权利人发生效力。未参加登记的权利人

在诉讼时效期间提起诉讼的，适用该判决、裁定。

Article 56 If a third party considers that it has an independent claim to the subject matter of action

of both parties, it shall have the right to initiate an action.

第五十六条 对当事人双方的诉讼标的，第三人认为有独立请求权的，有权提起诉讼。

If a third party has no independent claim to the subject matter of action of both parties, however, the

outcome of the case will affect its interest legally, it may file a request to participate in the proceedings

or the peoples court shall notify it to participate. A third party that is to bear civil liability as judged by

the peoples court shall have the litigation rights of a party.

对当事人双方的诉讼标的，第三人虽然没有独立请求权，但案件处理结果同他有法律上

的利害关系的，可以申请参加诉讼，或者由人民法院通知他参加诉讼。人民法院判决承担民事责

任的第三人，有当事人的诉讼权利义务。

Section 2 Agents ad litem

第二节 诉讼代理人

Article 57 Any person with no capacity for action shall have his or her guardians as statutory agents

to represent him or her in the proceedings. If the statutory agents try to shift their responsibilities as

statutory agents onto one another, the peoples court shall appoint one of them to represent the principal

in the proceedings.

第五十七条 无诉讼行为能力人由他的监护人作为法定代理人代为诉讼。法定代理人之间互相

推诿代理责任的，由人民法院指定其中一人代为诉讼。

Article 58 Each party or legal representative may appoint one or two persons to act as his or her

agents ad litem.

第五十八条 当事人、法定代理人可以委托一至二人作为诉讼代理人。

A lawyer, a partys near relative, a person recommended by a relevant social group or the unit to

which a party belongs or any other citizen approved by the peoples court may be entrusted as the partys

agent ad litem.

律师、当事人的近亲属、有关的社会团体或者所在单位推荐的人、经人民法院许可的其

他公民，都可以被委托为诉讼代理人。

Article 59 When a person entrusts another to act on his or her behalf in the proceedings, he or she

must submit to the peoples court a power of attorney bearing his or her signature or seal.

第五十九条 委托他人代为诉讼，必须向人民法院提交由委托人签名或者盖章的授权委托书。

The power of attorney must specify the matter and limits of authority entrusted. An agent ad litem

must possess special authorization from his or her principal to confirm, relinquish or modify the claim or

to resort to compromise or file a counterclaim or an appeal.

授权委托书必须记明委托事项和权限。诉讼代理人代为承认、放弃、变更诉讼请求，进

行和解，提起反诉或者上诉，必须有委托人的特别授权。

A power of attorney mailed or delivered by a citizen of the Peoples Republic of China residing

abroad must be certified by the Chinese embassy or consulate in that country; if there is no Chinese

embassy or consulate in that country, the power of attorney must be certified by an embassy or a

consulate of a third country that has diplomatic relations with the Peoples Republic of China stationed in

the country, and then transferred for verification to the embassy or consulate of the Peoples Republic of

China stationed in that third state, or by a local patriotic overseas Chinese organization.

侨居在国外的中华人民共和国公民从国外寄交或者托交的授权委托书，必须经中华人民

共和国驻该国的使领馆证明；没有使领馆的，由与中华人民共和国有外交关系的第三国驻该国的

使领馆证明，再转由中华人民共和国驻该第三国使领馆证明，或者由当地的爱国华侨团体证明。

Article 60 If the authority of an agent ad litem is changed or revoked, the party shall inform the

peoples court in writing of such a change or revocation, and the court shall notify the other party of the

change or revocation.

第六十条 诉讼代理人的权限如果变更或者解除，当事人应当书面告知人民法院，并由人民法

院通知对方当事人。

Article 61 A lawyer who serves as an agent ad litem and other agents ad litem shall have the right to

investigate and collect evidence, and may consult materials pertaining to the case in accordance with

relevant regulations. The scope and measures on consulting materials pertaining to the case shall be

made by the Supreme Peoples Court.

第六十一条 代理诉讼的律师和其他诉讼代理人有权调查收集证据，可以查阅本案有关材料。

查阅本案有关材料的范围和办法由最高人民法院规定。

Article 62 Where a party to a divorce case has entrusted an agent ad litem, the party himself or

herself shall, unless unable to express his or her intention, also appear in court in person; the party who is

truly unable to appear in court due to a special reason shall submit his or her opinion in writing to the

peoples court.

第六十二条 离婚案件有诉讼代理人的，本人除不能表达意志的以外，仍应出庭；确因特殊情

况无法出庭的，必须向人民法院提交书面意见。

Chapter VI Evidence

第六章 证 据

Article 63 Evidence includes the following categories:

第六十三条 证据有下列几种：

(1). documentary evidence;

（一）书证；

(2). material evidence;

（二）物证；

(3). audio-video materials;

（三）视听资料；

(4). testimony of witnesses;

（四）证人证言；

(5). statements of the parties;

（五）当事人的陈述；

(6). expert conclusions; and

（六）鉴定结论；

(7). records of inquests.

（七）勘验笔录。

Any of the above-mentioned evidence must be verified to be true before it can be taken as a basis

for ascertaining a fact.

以上证据必须查证属实，才能作为认定事实的根据。

Article 64 A party shall have the responsibility to provide evidence in support of its own

propositions.

第六十四条 当事人对自己提出的主张，有责任提供证据。

With respect to the evidence that the party and its agent ad litem are unable to obtain themselves

because of objective reasons or that the peoples court considers necessary for the trial of the case, the

peoples court shall investigate and collect it.

当事人及其诉讼代理人因客观原因不能自行收集的证据，或者人民法院认为审理案件需

要的证据，人民法院应当调查收集。

The peoples court shall, in accordance with the procedure prescribed by law, collect, examine and

verify evidence comprehensively and objectively.

人民法院应当按照法定程序，全面地、客观地审查核实证据。

Article 65 The peoples court shall have the authority to investigate and obtain evidence from the

relevant units or individuals, and such units or individuals may not refuse.

第六十五条 人民法院有权向有关单位和个人调查取证，有关单位和个人不得拒绝。

The peoples court shall distinguish the true from the false, verify and determine the validity of

documentary evidence provided by relevant units or individuals.

人民法院对有关单位和个人提出的证明文书，应当辨别真伪，审查确定其效力。

Article 66 Evidence shall be presented in the court and be cross-examined by the parties. However,

evidence that involves State secrets, trade secrets or personal privacy of individuals shall be kept

confidential, if it is necessary to be presented in the court, it may not be presented in an open court

session.

第六十六条 证据应当在法庭上出示，并由当事人互相质证。对涉及国家秘密、商业秘密和个

人隐私的证据应当保密，需要在法庭出示的，不得在公开开庭时出示。

Article 67 The peoples court shall take the legal acts, legal facts and documents notarized according

to legal procedures as basis for ascertaining facts, except when there is contrary evidence sufficient to

invalidate the notaries certification.

第六十七条 经过法定程序公证证明的法律行为、法律事实和文书，人民法院应当作为认定事

实的根据。但有相反证据足以推翻公证证明的除外。

Article 68 Any documentary material submitted as evidence shall be the original one. Material

evidence shall also be original. If it is truly difficult to present the original document or material, then

reproductions, photographs, duplicates or extracts of the original may be submitted.

第六十八条 书证应当提交原件。物证应当提交原物。提交原件或者原物确有困难的，可以提

交复制品、照片、副本、节录本。

If a document in a foreign language is submitted as evidence, a Chinese translation must be

appended.

提交外文书证，必须附有中文译本。

Article 69 The peoples court shall distinguish the true from the false, and with the reference of other

evidence of the case, examine and determine whether or not the audio-video materials can be taken as a

basis for ascertaining facts.

第六十九条 人民法院对视听资料，应当辨别真伪，并结合本案的其他证据，审查确定能否作

为认定事实的根据。

Article 70 All units and individuals who have information about a case shall have the obligation to

give testimony in court. Persons in charge of the relevant units shall encourage the witnesses to give

testimony. When it would be truly difficult for a witness to appear in court, he or she may, with the

approval of the peoples court, submit a written testimony.

第七十条 凡是知道案件情况的单位和个人，都有义务出庭作证。有关单位的负责人应当支持

证人作证。证人确有困难不能出庭的，经人民法院许可，可以提交书面证言。

Any person who is unable to express his or her will properly and correctly shall not testify.

不能正确表达意志的人，不能作证。

Article 71 The peoples court shall examine the statements of the parties in connection with the other

evidence of the case to determine whether or not the statements can be taken as a basis for ascertaining

facts.

第七十一条 人民法院对当事人的陈述，应当结合本案的其他证据，审查确定能否作为认定事

实的根据。

If a party refuses to make a statement, this shall not prevent the peoples court from ascertaining the

facts of a case on the basis of other evidence.

当事人拒绝陈述的，不影响人民法院根据证据认定案件事实。

Article 72 When the peoples court deems it necessary to make an evaluation of a specialized

problem, it shall refer the problem to an authentication department authorized by law for an evaluation;

in the absence of such a department, the peoples court shall appoint an authentication department to

make the evaluation.

第七十二条 人民法院对专门性问题认为需要鉴定的，应当交由法定鉴定部门鉴定；没有法定

鉴定部门的，由人民法院指定的鉴定部门鉴定。

The authentication department and the expert witness designated by the department shall have the

right to consult the case materials necessary for the evaluation, and may inquire the parties and witnesses

when it is so necessary.

鉴定部门及其指定的鉴定人有权了解进行鉴定所需要的案件材料，必要时可以询问当事

人、证人。

The authentication department and expert witness shall present a written conclusion of the

evaluation, and affix his or her seal or signature to it. With respect to an evaluation made by an expert

witness, the unit to which the expert witness belongs shall certify his or her status by affixing its seal to

the expert conclusion.

鉴定部门和鉴定人应当提出书面鉴定结论，在鉴定书上签名或者盖章。鉴定人鉴定的，

应当由鉴定人所在单位加盖印章，证明鉴定人身份。

Article 73 When inspecting material evidence or a site, the inspector must present his or her

credentials issued by a peoples court, and shall invite the local grassroots organization or the unit to

which the party belongs to send persons to participate in the inquest. The party or an adult member of his

or her family shall be present; refusal to appear on the scene shall not prevent the inquest from

proceeding.

第七十三条 勘验物证或者现场，勘验人必须出示人民法院的证件，并邀请当地基层组织或者

当事人所在单位派人参加。当事人或者当事人的成年家属应当到场，拒不到场的，不影响勘验的

进行。

Upon notification by the peoples court, the relevant units and individuals shall have the obligation

to preserve the site and assist in the inquest.

有关单位和个人根据人民法院的通知，有义务保护现场，协助勘验工作。

The inspector shall make a written record of the circumstances and results of the inquest, on which

the inspector, the party and the requested participants shall affix their signatures or seals.

勘验人应当将勘验情况和结果制作笔录，由勘验人、当事人和被邀参加人签名或者盖章。

Article 74 Under circumstances where there is a likelihood that evidence may cease to exist or be

lost or difficult to obtain later on, the participants in proceedings may apply to the peoples court for the

evidence to be preserved, the peoples court may also take measures to preserve such evidence on its own

initiative.

第七十四条 在证据可能灭失或者以后难以取得的情况下，诉讼参加人可以向人民法院申请保

全证据，人民法院也可以主动采取保全措施。

Chapter VII Time Periods and Service

第七章 期间、送达

Section 1 Time Periods

第一节 期 间

Article 75 Time periods shall include those prescribed by law and those designated by the peoples

court.

第七十五条 期间包括法定期间和人民法院指定的期间。

Time periods shall be calculated by the hour, the day, the month and the year. The hour and day

from which a time period begins shall not be counted as within the time period.

期间以时、日、月、年计算。期间开始的时和日，不计算在期间内。

If the expiration date of a time period falls on a holiday, then the day immediately following the

holiday shall be regarded as the expiration date of the time period.

期间届满的最后一日是节假日的，以节假日后的第一日为期间届满的日期。

A time period shall not include traveling time, a litigation document that is mailed before the

expiration of a time limit shall not be regarded as overdue.

期间不包括在途时间，诉讼文书在期满前交邮的，不算过期。

Article 76 If a party fails to meet a deadline due to force majeure or for other justified reasons, the

party may apply for an extension of the time limit within 10 days after the obstacle is eliminated,

whether or not an extension shall be granted shall be decided by the peoples court.

第七十六条 当事人因不可抗拒的事由或者其他正当理由耽误期限的，在障碍消除后的十日

内，可以申请顺延期限，是否准许，由人民法院决定。

Section 2 Service

第二节 送 达

Article 77 A receipt shall be required for every litigation document that is served, and the recipient

of the service shall sign or affix his or her seal to it and the date of receipt. The date of receipt as signed

by the recipient of the service shall be regarded as the date on which the document is served.

第七十七条 送达诉讼文书必须有送达回证，由受送达人在送达回证上记明收到日期，签名或

者盖章。受送达人在送达回证上的签收日期为送达日期。

Article 78 Litigation documents shall be served directly to the recipient of the service. If the

recipient of the service is a citizen, the documents shall, in the case of his or her absence, be received by

an adult member of his or her family living with him or her; if the recipient of the service is a legal

person or any other organization, the document shall be received by the legal representatives of the legal

person or the principal persons in charge of any other organization or the persons of the legal person or

any other organization in charge of receiving such documents; if the recipient of the service has an agent

ad litem, the documents may be served to the agent ad litem;

第七十八条 送达诉讼文书，应当直接送交受送达人。受送达人是公民的，本人不在交他的同

住成年家属签收；受送达人是法人或者其他组织的，应当由法人的法定代表人、其他组织的主要

负责人或者该法人、组织负责收件的人签收；受送达人有诉讼代理人的，可以送交其代理人签收；

If the recipient of the service has designated an agent to receive his or her litigation documents and

has informed the peoples court of it, the documents may be received by the agent. The date of receipt as

signed by the adult family member living with the recipient of service, or persons in charge of receiving

documents of legal persons or other organizations, or agents ad litem, or agents designated by a party to

receive his or her documents shall be regarded as the date on which the document is served.

受送达人已向人民法院指定代收人的，送交代收人签收。受送达人的同住成年家属，法

人或者其他组织的负责收件的人，诉讼代理人或者代收人在送达回证上签收的日期为送达日期。

Article 79 If the recipient of the service of a litigation document or the adult family member living

with him or her refuses to accept a legal document, the person serving the document shall ask

representatives from the relevant grassroots organization or the unit to which the recipient of the service

belongs to be present at on the scene, explain the situation to them, and record on the receipt the

particulars of the refusal and the date, after the person serving the document and the witnesses have

affixed their signatures or seals to the receipt, the document shall be left at the place where the recipient

of the service stays and the service shall be considered completed.

第七十九条 受送达人或者他的同住成年家属拒绝接收诉讼文书的，送达人应当邀请有关基层

组织或者所在单位的代表到场，说明情况，在送达回证上记明拒收事由和日期，由送达人、见证

人签名或者盖章，把诉讼文书留在受送达人的住所，即视为送达。

Article 80 If direct service of a litigation document proves to be difficult, service of the document

may be entrusted to another peoples court, or it may be served by post. If a document is served by post,

the date as marked on the receipt shall be regarded as the date on which the document is served.

第八十条 直接送达诉讼文书有困难的，可以委托其他人民法院代为送达，或者邮寄送达。邮

寄送达的，以回执上注明的收件日期为送达日期。

Article 81 If the recipient of the service is in the military, the document shall be forwarded to him or

her by the political affairs organ at or above the regimental level in the unit to which he or she belongs.

第八十一条 受送达人是军人的，通过其所在部队团以上单位的政治机关转交。

Article 82 If the recipient of the service is undergoing imprisonment, the document shall be

forwarded to him or her by the prison or unit of reform through labor where he or she is serving his or

her term.

第八十二条 受送达人是被监禁的，通过其所在监所或者劳动改造单位转交。

If the recipient of the service is undergoing rehabilitation through labor, the document shall be

forwarded to him or her by the unit supervising his or her rehabilitation through labor.

受送达人是被劳动教养的，通过其所在劳动教养单位转交。

Article 83 Any organization or unit that receives a litigation document to be forwarded must

immediately deliver it to the recipient of the service for a receipt. The date as marked on the receipt shall

be regarded as the date on which the document is served.

第八十三条 代为转交的机关、单位收到诉讼文书后，必须立即交受送达人签收，以在送达回

证上的签收日期，为送达日期。

Article 84 If the whereabouts of a recipient of the service is unknown, or if a document cannot be

served by the other methods stipulated by this Section, the document shall be served by public

announcement. Sixty days after the date of the public announcement, the document shall be deemed to

have been served.

第八十四条 受送达人下落不明，或者用本节规定的其他方式无法送达的，公告送达。自发出

公告之日起，经过六十日，即视为送达。

The reasons for service by public announcement and the procedures taken shall be recorded in the

case files.

公告送达，应当在案卷中记明原因和经过。

Chapter VIII Conciliation

第八章 调 解

Article 85 The peoples court shall, in handling civil cases, distinguish between right and wrong and

conduct conciliation under the principle of voluntariness of the parties and on the basis of evident facts.

第八十五条 人民法院审理民事案件，根据当事人自愿的原则，在事实清楚的基础上，分清是

非，进行调解。

Article 86 When a peoples court conducts a conciliation, a single judge or a collegial panel may

preside, and conciliations shall be conducted locally whenever possible.

第八十六条 人民法院进行调解，可以由审判员一人主持，也可以由合议庭主持，并尽可能就

地进行。

When a peoples court conducts a conciliation, it may employ simplified methods to notify the

parties and witnesses to appear in court.

人民法院进行调解，可以用简便方式通知当事人、证人到庭。

Article 87 When a peoples court conducts a conciliation, it may request the assistance of units or

individuals concerned. The requested units or individuals shall assist the peoples court in conducting the

conciliation.

第八十七条 人民法院进行调解，可以邀请有关单位和个人协助。被邀请的单位和个人，应当

协助人民法院进行调解。

Article 88 A conciliation agreement must be based on voluntariness of both parties, and shall not be

reached through compulsion. The content of the conciliation agreement may not violate the provisions of

the law.

第八十八条 调解达成协议，必须双方自愿，不得强迫。调解协议的内容不得违反法律规定。

Article 89 When a conciliation agreement is reached, the peoples court shall draw up a conciliation

statement. A conciliation statement shall clearly set forth the claims of the action, the facts about the

case, and the result of the conciliation.

第八十九条 调解达成协议，人民法院应当制作调解书。调解书应当写明诉讼请求、案件的事

实和调解结果。

The conciliation statement shall be signed by the judge and the court clerk, affixed a seal of the

peoples court, and served to both parties.

调解书由审判人员、书记员署名，加盖人民法院印章，送达双方当事人。

Once the conciliation statement is received and signed by both parties, it shall become legally

effective.

调解书经双方当事人签收后，即具有法律效力。

Article 90 The peoples court need not draw up a conciliation statement for the following cases when

an agreement is reached through conciliation:

第九十条 下列案件调解达成协议，人民法院可以不制作调解书：

(1). cases of divorce in which both parties have become reconciled after conciliation;

（一）调解和好的离婚案件；

(2). cases in which adoptive relationship has been maintained through conciliation;

（二）调解维持收养关系的案件；

(3). cases in which the claims can be immediately satisfied; and

（三）能够即时履行的案件；

(4). other cases that do not require conciliation statements.

（四）其他不需要制作调解书的案件。

Any agreement that does not require a conciliation statement shall be entered into the written record

and shall become legally effective after being signed or sealed by both parties, the judge and the court

clerk.

对不需要制作调解书的协议，应当记入笔录，由双方当事人、审判人员、书记员签名或

者盖章后，即具有法律效力。

Article 91 If no agreement is reached through conciliation or if one party retracts before the

conciliation statement is served, the peoples court shall render a judgment without delay.

第九十一条 调解未达成协议或者调解书送达前一方反悔的，人民法院应当及时判决。

Chapter IX Property Preservation and Preliminary Execution

第九章 财产保全和先予执行

Article 92 If it becomes impossible or difficult to execute a judgment because of the acts of one of

the parties or for other reasons, the peoples court may, at the request of the other party, order that

property preservation be adopted. In the absence of such request, the peoples court may, when necessary,

also order to adopt property preservation measures.

第九十二条 人民法院对于可能因当事人一方的行为或者其他原因，使判决不能执行或者难以

执行的案件，可以根据对方当事人的申请，作出财产保全的裁定；当事人没有提出申请的，人民

法院在必要时也可以裁定采取财产保全措施。

When a peoples court has decided to adopt property preservation, it may instruct the applicant to

provide a security; if the applicant fails to do so, his or her application shall be rejected.

人民法院采取财产保全措施，可以责令申请人提供担保；申请人不提供担保的，驳回申

请。

After receiving a partys application, if the case is urgent, the peoples court must make an order

within 48 hours concerning property preservation; if property preservation is granted by an order,

implementation thereof shall begin immediately.

人民法院接受申请后，对情况紧急的，必须在四十八小时内做出裁定；裁定采取财产保

全措施的，应当立即开始执行。

Article 93 Any interested party whose lawful rights and interests, due to urgent circumstances,

would suffer irremediable harms without immediately applying for property preservation, may, before

filing the lawsuit, apply to the peoples court for the adoption of property preservation measures. The

applicant shall provide a security; if the applicant fails to do so, his or her application shall be rejected.

第九十三条 利害关系人因情况紧急，不立即申请财产保全将会使其合法权益受到难以弥补的

损害的，可以在起诉前向人民法院申请采取财产保全措施。申请人应当提供担保，不提供担保的，

驳回申请。

After receiving a partys application, the peoples court must make an order within 48 hours

concerning property preservation; if property preservation is granted by an order, the implementation

thereof shall begin immediately. If the applicant fails to bring an action within 15 days after the peoples

court has adopted the preservation measures, the peoples court shall cancel the property preservation.

人民法院接受申请后，必须在四十八小时内做出裁定；裁定采取财产保全措施的，应当

立即开始执行。申请人在人民法院采取保全措施后十五日内不起诉的，人民法院应当解除财产保

全。

Article 94 Property preservation shall be limited to the scope of the claim or to the property relevant

to the case.

第九十四条 财产保全限于请求的范围，或者与本案有关的财物。

Property preservation shall be carried out by sealing up, distraining, freezing or other methods as

prescribed by law.

财产保全采取查封、扣押、冻结或者法律规定的其他方法。

After the peoples court freezes a property, it shall notify the person against whom the application is

made.

人民法院冻结财产后，应当立即通知被冻结财产的人。

Property that has already been sealed up or frozen shall not be sealed up or frozen again.

财产已被查封、冻结的，不得重复查封、冻结。

中国合同法（一）英文版

CONTRACT LAW OF THE PEOPLES REPUBLIC OF CHINA（一）

2009-05-15

(Adopted and Promulgated by the Second Session of the Ninth National Peoples Congress on March 15,

1999 )

CONTENTS

General Provisions

Chapter 1 General Provisions

Chapter 2 Formation of Contracts

Chapter 3 Validity of Contracts

Chapter 4 Performance of Contracts

Chapter 5 Amendment and Assignment of Contracts

Chapter 6 Discharge of Contractual Rights and Obligations

Chapter 7 Liability for Breach of Contracts

Chapter 8 Miscellaneous Provisions

Specific Provisions

Chapter 9 Contracts for Sales

Chapter 10 Contracts for Supply and Use of Electricity, Water, Gas, or Heating

Chapter 11 Contracts for Donation

Chapter 12 Contracts for Loans

Chapter 13 Contracts for Lease

Chapter 14 Contracts for Financial Lease

Chapter 15 Contracts for Hired Works

Chapter 16 Contracts for Construction Project

Chapter 17 Contracts for Transportation

Chapter 18 Contracts for Technology

Chapter 19 Contracts for Storage

Chapter 20 Contracts for Warehousing

Chapter 21 Contracts for Agency Appointment

Chapter 22 Contracts for Brokerage

Chapter 23 Contracts for Intermediation

Supplementary Provisions

Chapter Two Formation of Contracts

Article 9 Capacity; Contract through Agent

In entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts.

A party may appoint an agent to enter into a contract on its behalf under the law.

(ii) subject matter;

(iii) quantity;

(iv) quality;

(v) price or remuneration;

(vi) time, place and method of performance;

(vii) liabilities for breach of contract;

(viii) method of dispute resolution.

The parties may enter into a contract by referencing a model contract for the relevant contract category.

Article 13 Offer-Acceptance

A contract is concluded by the exchange of an offer and an acceptance.

Article 14 Definition of Offer

An offer is a partys manifestation of intention to enter into a contract with the other party, which shall

comply with the following:

(i) Its terms are specific and definite;

(ii) It indicates that upon acceptance by the offeree, the offeror will be bound thereby.

Article 15 Invitation to Offer

An invitation to offer is a partys manifestation of intention to invite the other party to make an offer

thereto. A delivered price list, announcement of auction, call for tender, prospectus, or commercial

advertisement, etc. is an invitation to offer.

A commercial advertisement is deemed an offer if its contents meet the requirements of an offer.

Article 16 Effectiveness of Offer, Offer through Electronic Message

An offer becomes effective when it reaches the offeree.

When a contract is concluded by the exchange of electronic messages, if the recipient of an electronic

message has designated a specific system to receive it, the time when the electronic message enters into

such specific system is deemed its time of arrival; if no specific system has been designated, the time

when the electronic message first enters into any of the recipients systems is deemed its time of arrival.

Article 17 Withdrawal of Offer

An offer may be withdrawn. The notice of withdrawal shall reach the offeree before or at the same time

as the offer.

Article 18 Revocation of Offer

An offer may be revoked. The notice of revocation shall reach the offeree before it has dispatched a

notice of acceptance.

Article 19 Irrevocable Offer

An offer may not be revoked:

(i) if it expressly indicates, whether by stating a fixed time for acceptance or otherwise, that it is

irrevocable;

(ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for

performance.

Article 20 Extinguishment of Offer

An offer is extinguished in any of the following circumstances:

(i) The notice of rejection reaches the offeror;

(ii) The offeror lawfully revokes the offer;

(iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance;

(iv) The offeree makes a material change to the terms of the offer.

Article 21 Definition of Acceptance

An acceptance is the offerees manifestation of intention to assent to an offer.

Article 22 Mode of Acceptance; Acceptance by Conduct

An acceptance shall be manifested by notification, except where it may be manifested by conduct in

accordance with the relevant usage or as indicated in the offer.

Article 23 Timely Dispatch of Acceptance

An acceptance shall reach the offeror within the period prescribed in the offer.

Where the offer does not prescribe a period for acceptance, the acceptance shall reach the offeror as

follows:

(i) Where the offer is made orally, the acceptance shall be dispatched immediately, unless otherwise

agreed by the parties;

(ii) Where the offer is made in a non-oral manner, the acceptance shall reach the offeror within a

reasonable time.

Article 24 Commencement of the Period for Acceptance

Where an offer is made by a letter or a telegram, the period for acceptance commences on the date

shown on the letter or the date on which the telegram is handed in for dispatch. If the letter does not

specify a date, the period commences on the posting date stamped on the envelop. Where the offer is

made through an instantaneous communication device such as telephone or facsimile, etc., the period for

acceptance commences once the offer reaches the offeree.

Article 25 Contract Formed upon Effectiveness of Acceptance

A contract is formed once the acceptance becomes effective.

Article 26 Effectiveness of Acceptance

A notice of acceptance becomes effective once it reaches the offeror. Where the acceptance does not

require notification, it becomes effective once an act of acceptance is performed in accordance with the

relevant usage or as required by the offer.

Where a contract is concluded by the exchange of electronic messages, the time of arrival of the

acceptance shall be governed by Paragraph 2 of Article 16 hereof.

Article 27 Withdrawal of Acceptance

An acceptance may be withdrawn. The notice of withdrawal shall reach the offeror before or at the same

time as the acceptance.

Article 28 Late Acceptance

An acceptance dispatched by the offeree after expiration of the period for acceptance constitutes a new

offer, unless the offeror timely advises the offeree that the acceptance is valid.

Article 29 Delayed Transmission of Acceptance

If the offeree dispatched its acceptance within the period for acceptance, and the acceptance, which

would otherwise have reached the offeror in due time under normal circumstances, reaches the offeror

after expiration of the period for acceptance due to any other reason, the acceptance is valid, unless the

offeror timely advises the offeree that the acceptance has been rejected on grounds of the delay.

Article 30 Acceptance Containing Material Change

The terms of the acceptance shall be identical to those of the offer. A purported acceptance dispatched by

the offeree which materially alters the terms of the offer constitutes a new offer. A change in the subject

matter, quantity, quality, price or remuneration, time, place and method of performance, liabilities for

breach of contract or method of dispute resolution is a material change to the terms of the offer.

Article 31 Acceptance Containing Non-material Changes

An acceptance containing nonmaterial changes to the terms of the offer is nevertheless valid and the

terms thereof prevail as the terms of the contract, unless the offeror timely objects to such changes or the

offer indicated that acceptance may not contain any change to the terms thereof.

Article 32 Time of Formation in Case of Memorandum of Contract

Where the parties enter into a contract by a memorandum of contract, the contract is formed when it is

signed or sealed by the parties.

Article 33 Time of Formation in Case of Letters or Electronic Messages; Confirmation Letter

Where the parties enter into a contract by the exchange of letters or electronic messages, one party may

require execution of a confirmation letter before the contract is formed. The contract is formed upon

execution of the confirmation letter.

Article 34 Place of Formation; Electronic Messages

The place where the acceptance becomes effective is the place of formation of a contract.

Where a contract is concluded by the exchange of electronic messages, the recipients main place of

business is the place of formation of the contract; if the recipient does not have a main place of business,

its habitual residence is the place of formation of the contract. If the parties have agreed otherwise, such

agreement prevails.

Article 35 Place of Formation in Case of Memorandum of Contract

Where a contract is concluded by a memorandum of contract, its place of formation is the place where

the parties sign or seal the contract.

Article 36 Effect of Failure to Conclude Contract in Writing

Where a contract is to be concluded by a writing as required by the relevant law or administrative

regulation or as agreed by the parties, if the parties failed to conclude the contract in writing but one

party has performed its main obligation and the other party has accepted the performance, the contract is

formed.

Article 37 Effect of Failure to Sign in Case of Memorandum of Contract

Where a contract is to be concluded by a memorandum of contract, if prior to signing or sealing of the

contract, one party has performed its main obligation and the other party has accepted the performance,

the contract is formed.

Article 38 Contract under State Mandatory Plan

Where the state has, in light of its requirements, issued a mandatory plan or state purchase order, the

relevant legal persons and other organizations shall enter into a contract based on the rights and

obligations of the parties prescribed by the relevant laws and administrative regulations.

Article 39 Standard Terms; Duty to Call Attention

Where a contract is concluded by way of standard terms, the party supplying the standard terms shall

abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a

reasonable manner, call the other partys attention to the provision(s) whereby such partys liabilities are

excluded or limited, and shall explain such provision(s) upon request by the other party.

Standard terms are contract provisions which were prepared in advance by a party for repeated use, and

which are not negotiated with the other party in the course of concluding the contract.

Article 40 Invalidity of Certain Standard Terms

A standard term is invalid if it falls into any of the circumstances set forth in Article 52 and Article 53

hereof, or if it excludes the liabilities of the party supplying such term, increases the liabilities of the

other party, or deprives the other party of any of its material rights.

Article 41 Dispute Concerning Construction of Standard Term

In case of any dispute concerning the construction of a standard term, such term shall be interpreted in

accordance with common sense. If the standard term is subject to two or more interpretations, it shall be

interpreted against the party supplying it. If a discrepancy exists between the standard term and a

non-standard term, the non-standard term prevails.

Article 42 Pre-contract Liabilities

Where in the course of concluding a contract, a party engaged in any of the following conducts, thereby

causing loss to the other party, it shall be liable for damages:

(i) negotiating in bad faith under the pretext of concluding a contract;

(ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false

information;

(iii) any other conduct which violates the principle of good faith.

Article 43 Trade Secrets; Liability for Disclosure or Improper Use

A party may not disclose or improperly use any trade secret which it became aware of in the course of

negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly

used such trade secret, thereby causing loss to the other party, it shall be liable for damages.

Chapter Three Validity of Contracts

Article 44 Effectiveness of Contract

A lawfully formed contract becomes effective upon its formation.

Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as

required by a relevant law or administrative regulation, such provision applies.

Article 45 Conditions Precedent; Conditions Subsequent; Improper Impairment or Facilitation

The parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract

subject to a condition precedent becomes effective once such condition is satisfied. A contract subject to

a condition subsequent is extinguished once such condition is satisfied.

Where in order to further its own interests, a party improperly impaired the satisfaction of a condition,

the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a

condition, the condition is deemed not to have been satisfied.

Article 46 Contract Term

The parties may prescribe a term for a contract. A contract subject to a time of commencement becomes

effective at such time. A contract subject to a time of expiration is extinguished at such time.

Article 47 Contract by Person with Limited Capacity

A contract concluded by a person with limited capacity for civil act is valid upon ratification by the legal

agent thereof, provided that a contract from which such person accrues benefits only or the conclusion of

which is appropriate for his age, intelligence or mental health does not require ratification by his legal

agent.

The other party may demand that the legal agent ratify the contract within one month. If the legal agent

fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of

the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected

by notification.

Article 48 Contract by Unauthorized Agent

Absent ratification by the principal, a contract concluded on his behalf by a person who lacked agency

authority, who acted beyond his agency authority or whose agency authority was extinguished is not

binding upon the principal unless ratified by him, and the person performing such act is liable.

The other party may demand that the principal ratify the contract within one month. Where the principal

fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of

the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected

by notification.

Article 49 Contract by Person with Apparent Agency Authority

Where the person lacking agency authority, acting beyond his agency authority, or whose agency

authority was extinguished concluded a contract in the name of the principal, if it was reasonable for the

other party to believe that the person performing the act had agency authority, such act of agency is

valid.

Article 50 Contract Executed by Legal Representative

Where the legal representative or the person-in-charge of a legal person or an organization of any other

nature entered into a contract acting beyond his scope of authority, unless the other party knew or should

have known that he was acting beyond his scope of authority, such act of representation is valid.

Article 51 Unauthorized Disposal of Property through Contract

Where a piece of property belonging to another person was disposed of by a person without the power to

do so, such contract is nevertheless valid once the person with the power to its disposal has ratified the

contract, or if the person lacking the power to dispose of it when the contract was concluded has

subsequently acquired such power.

Article 52 Invalidating Circumstances

A contract is invalid in any of the following circumstances:

(i) One party induced conclusion of the contract through fraud or duress, thereby harming the interests of

the state;

(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third

party;

(iii) The parties intended to conceal an illegal purpose under the guise of a legitimate transaction;

(iv) The contract harms public interests;

(v) The contract violates a mandatory provision of any law or administrative regulation.

Article 53 Invalidity of Certain Exculpatory Provisions

The following exculpatory provisions in a contract are invalid:

(i) excluding one partys liability for personal injury caused to the other party;

(ii) excluding one partys liability for property loss caused to the other party by its intentional misconduct

or gross negligence.

Article 54 Contract Subject to Amendment or Cancellation

Either of the parties may petition the Peoples Court or an arbitration institution for amendment or

cancellation of a contract if:

(i) the contract was concluded due to a material mistake;

(ii) the contract was grossly unconscionable at the time of its conclusion.

If a party induced the other party to enter into a contract against its true intention by fraud or duress, or

by taking advantage of the other partys hardship, the aggrieved party is entitled to petition the Peoples

Court or an arbitration institution for amendment or cancellation of the contract.

Where a party petitions for amendment of the contract, the Peoples Court or arbitration institution may

not cancel the contract instead.

Article 55 Extinguishment of Cancellation Right

A partys cancellation right is extinguished in any of the following circumstances:

(i) It fails to exercise the cancellation right within one year, commencing on the date when the party

knew or should have known the cause for the cancellation;

(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation right by express

statement or by conduct.

Article 56 Effect of Invalidation or Cancellation; Partial Invalidation or Cancellation

An invalid or canceled contract is not legally binding ab initio. Where a contract is partially invalid, and

the validity of the remaining provisions thereof is not affected as a result, the remaining provisions are

nevertheless valid.

Article 57 Independence of Dispute Resolution Provision

The invalidation, cancellation or discharge of a contract does not impair the validity of the contract

provision concerning the method of dispute resolution, which exists independently in the contract.

Article 58 Remedies in Case of Invalidation or Cancellation

After a contract was invalidated or canceled, the parties shall make restitution of any property acquired

thereunder; where restitution in kind is not possible or necessary, allowance shall be made in money

based on the value of the property. The party at fault shall indemnify the other party for its loss sustained

as a result. Where both parties were at fault, the parties shall bear their respective liabilities accordingly.

Article 59 Remedies in Case of Collusion in Bad Faith

Where the parties colluded in bad faith, thereby harming the interests of the state, the collective or a third

person, any property acquired as a result shall be turned over to the state or be returned to the collective

or the third person

Chapter Four Performance of Contracts

Article 60 Full Performance; Performance in Good Faith

The parties shall fully perform their respective obligations in accordance with the contract.

The parties shall abide by the principle of good faith, and perform obligations such as notification,

assistance, and confidentiality, etc. in light of the nature and purpose of the contract and in accordance

with the relevant usage.

Article 61 Indeterminate Terms; Supplementary Agreement

If a term such as quality, price or remuneration, or place of performance etc. was not prescribed or

clearly prescribed, after the contract has taken effect, the parties may supplement it through agreement; if

the parties fail to reach a supplementary agreement, such term shall be determined in accordance with

the relevant provisions of the contract or in accordance with the relevant usage.

Article 62 Gap Filling

Where a relevant term of the contract was not clearly prescribed, and cannot be determined in

accordance with Article 61 hereof, one of the following provisions applies:

(i) If quality requirement was not clearly prescribed, performance shall be in accordance with the state

standard or industry standard; absent any state or industry standard, performance shall be in accordance

with the customary standard or any particular standard consistent with the purpose of the contract;

(ii) If price or remuneration was not clearly prescribed, performance shall be in accordance with the

prevailing market price at the place of performance at the time the contract was concluded, and if

adoption of a price mandated by the government or based on government issued pricing guidelines is

required by law, such requirement applies;

(iii) Where the place of performance was not clearly prescribed, if the obligation is payment of money,

performance shall be at the place where the payee is located; if the obligation is delivery of immovable

property, performance shall be at the place where the immovable property is located; for any other

subject matter, performance shall be at the place where the obligor is located;

(iv) If the time of performance was not clearly prescribed, the obligor may perform, and the obligee may

require performance, at any time, provided that the other party shall be given the time required for

preparation;

(v) If the method of performance was not clearly prescribed, performance shall be rendered in a manner

which is conducive to realizing the purpose of the contract;

(vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor shall

bear the expenses.

Article 63 Performance at Government Mandated Price

Where a contract is to be implemented at a price mandated by the government or based on government

issued pricing guidelines, if the government adjusts the price during the prescribed period of delivery, the

contract price shall be the price at the time of delivery. Where a party delays in delivering the subject

matter, the original price applies if the price has increased, and the new price applies if the price has

decreased. Where a party delays in taking delivery or making payment, the new price applies if the price

has increased, and the original price applies if the price has decreased.

Article 64 Performance toward a Third Person

Where the parties prescribed that the obligor render performance to a third person, if the obligor fails to

render its performance to the third person, or rendered non-conforming performance, it shall be liable to

the obligee for breach of contract.

Article 65 Performance by a Third Person

Where the parties prescribed that a third person render performance to the obligee, if the third person

fails to perform or rendered non-conforming performance, the obligor shall be liable to the obligee for

breach of contract.

Article 66 Simultaneous Performance

Where the parties owe performance toward each other and there is no order of performance, the parties

shall perform simultaneously. Prior to performance by the other party, one party is entitled to reject its

requirement for performance. If the other party rendered non-conforming performance, one party is

entitled to reject its corresponding requirement for performance.

Article 67 Consecutive Performance

Where the parties owe performance toward each other and there is an order of performance, prior to

performance by the party required to perform first, the party who is to perform subsequently is entitled to

reject its requirement for performance. If the party required to perform first rendered non-conforming

performance, the party who is to perform subsequently is entitled to reject its corresponding requirement

for performance.

Article 68 Right to Suspend Performance

The party required to perform first may suspend its performance if it has conclusive evidence

establishing that the other party is in any of the following circumstances:

(i) Its business has seriously deteriorated;

(ii) It has engaged in transfer of assets or withdrawal of funds for the purpose of evading debts;

(iii) It has lost its business creditworthiness;

(iv) It is in any other circumstance which will or may cause it to lose its ability to perform.

Where a party suspends performance without conclusive evidence, it shall be liable for breach of

contract.

Article 69 Notification upon Suspension of Performance; Termination

If a party suspends its performance in accordance with Article 68 hereof, it shall timely notify the other

party.

If the other party provides appropriate assurance for its performance, the party shall resume performance.

After performance was suspended, if the other party fails to regain its ability to perform and fails to

provide appropriate assurance within a reasonable time, the suspending party may terminate the contract.

Article 70 Difficulty in Rendering Performance Due to Combination

Where after effecting combination, division, or change of domicile, the obligee failed to notify the

obligor, thereby making it difficult to render performance, the obligor may suspend its performance or

place the subject matter in escrow.

Article 71 Right to Reject Early Performance; Exception

The obligee may reject the obligors early performance, except where such early performance does not

harm the obligees interests.

Any additional expense incurred by the obligee due to the obligors early performance shall be borne by

the obligor.

Article 72 Right to Reject Partial Performance; Exception

An obligee may reject the obligors partial performance, except where such partial performance does not

harm the obligees interests.

Any additional expense incurred by the obligee due to the obligors partial performance shall be borne by

the obligor.

Article 73 Subrogation; Limitation

Where the obligor delayed in exercising its creditors right against a third person that was due, thereby

harming the obligee, the obligee may petition the Peoples Court for subrogation, except where such

creditors right is exclusively personal to the obligor.

The scope of subrogation is limited to the extent of the obligees right to performance. The necessary

expenses for subrogation by the obligee shall be borne by the obligor.

Article 74 Obligees Right to Cancel Manifestly Unreasonable Act by Obligor

Where the obligor waived its creditors right against a third person that was due or assigned its property

without reward, thereby harming the obligee, the obligee may petition the Peoples Court for cancellation

of the obligors act. Where the obligor assigned its property at a low price which is manifestly

unreasonable, thereby harming the obligee, and the assignee was aware of the situation, the obligee may

also petition the Peoples Court for cancellation of the obligors act.

The scope of cancellation right is limited to the extent of the obligees right to performance. The

necessary expenses for the obligees exercise of its cancellation right shall be borne by the obligor.

Article 75 Time Limit for Exercising Obligees Cancellation Right

The obligees cancellation right shall be exercised within one year, commencing on the date when it

became, or should have become, aware of the cause for cancellation. Such cancellation right is

extinguished if not exercised within five years, commencing on the date of occurrence of the obligors

act.

Article 76 A Partys Internal Change Not Excuse for Nonperformance

Once a contract becomes effective, a party may not refuse to perform its obligations thereunder on

grounds of any change in its name or change of its legal representative, person in charge, or the person

handling the contract.

Chapter Five Amendment and Assignment of Contracts

Article 77 Amendment; Amendment Subject to Approval

A contract may be amended if the parties have so agreed.

Where amendment to the contract is subject to any procedure such as approval or registration, etc. as

required by a relevant law or administrative regulation, such provision applies.

Article 78 Ambiguous Amendment Not Effective

A contract term is construed not to have been amended if the parties failed to clearly prescribe the terms

of the amendment.

Article 79 Assignment of Rights; Exceptions

The obligee may assign its rights under a contract in whole or in part to a third person, except where

such assignment is prohibited:

(i) in light of the nature of the contract;

(ii) by agreement between the parties;

(iii) by law.

Article 80 Duty to Notify When Assigning Rights; Revocation of Assignment Subject to Assignees

Consent

Where the obligee assigns its rights, it shall notify the obligor. Such assignment is not binding upon the

obligor if notice was not given.

A notice of assignment of rights given by the obligee may not be revoked, except with the consent of the

assignee.

Article 81 Assumption of Incidental Right in Case of Assignment

Where the obligee assigns a right, the assignee shall assume any incidental right associated with the

obligees right, except where such incidental right is exclusively personal to the obligee.

Article 82 Assigned Rights Subject to Accrued Defenses of Obligor

Upon receipt of the notice of assignment of the obligees right, the obligor may, in respect of the assignee,

avail itself of any defense it has against the assignor.

Article 83 Availability of Set-off to Obligor

Upon receipt of the notice of assignment of the obligees right, if the obligor has any right to performance

by the assignor which is due before or at the same time as the assigned obligees right, the obligor may

avail itself of any set-off against the assignee.

Article 84 Delegation of Obligations Subject to Consent by Obligee

Where the obligor delegates its obligations under a contract in whole or in part to a third person, such

delegation is subject to consent by the obligee.

Article 85 Availability of Defenses to New Obligor

Where the obligor has delegated an obligation, the new obligor may avail itself of any of the original

obligors defenses against the obligee.

Article 86 Assumption of Incidental Obligation in Case of Delegation

Where the obligor delegates an obligation, the new obligor shall assume any incidental obligation

associated with the main obligation, except where such incidental obligation is exclusively personal to

the original obligor.

Article 87 Assignment Subject to Approval

Where the obligees assignment of a right or the obligors delegation of an obligation is subject to any

procedure such as approval or registration, etc. as required by a relevant law or administrative regulation,

such provision applies.

Article 88 Concurrent Assignment and Delegation

Upon consent by the other party, one party may concurrently assign its rights and delegate its obligations

under a contract to a third person.

Article 89 Provisions Applicable to Concurrent Assignment

Where a party concurrently assigns its rights and delegates its obligations, the provisions in Article 79,

Articles 81 to 83, and Articles 85 to 87 apply.

Article 90 Effect of Combination or Division of Contract Party

Where a party has effected combination after it entered into a contract, the legal person or organization

of any other nature resulting from the combination assumes the rights and obligations thereunder. Where

a party has effected division after it entered into a contract, unless otherwise agreed by the obligee and

obligor thereunder, the legal persons or other organizations resulting from the division jointly and

severally assume the rights and obligations thereunder.

Chapter Six Discharge of Contractual Rights and Obligations

Article 91 Conditions for Discharge

The rights and obligations under a contract are discharged in any of the following circumstances:

(i) The obligations were performed in accordance with the contract;

(ii) The contract was terminated;

(iii) The obligations were set off against each other;

(iv) The obligor placed the subject matter in escrow in accordance with the law;

(v) The obligee released the obligor from performance;

(vi) Both the obligees rights and obligors obligations were assumed by one party;

(vii) Any other discharging circumstance provided by law or prescribed by the parties occurred.

Article 92 Post-discharge Obligations

Upon discharge of the rights and obligations under a contract, the parties shall abide by the principle of

good faith and perform obligations such as notification, assistance and confidentiality, etc. in accordance

with the relevant usage.

Article 93 Termination by Agreement; Termination Right

The parties may terminate a contract if they have so agreed.

The parties may prescribe a condition under which one party is entitled to terminate the contract. Upon

satisfaction of the condition for termination of the contract, the party with the termination right may

terminate the contract.

Article 94 Legally Prescribed Conditions Giving Rise to Termination Right

The parties may terminate a contract if:

(i) force majeure frustrated the purpose of the contract;

(ii) before the time of performance, the other party expressly stated or indicated by its conduct that it will

not perform its main obligations;

(iii) the other party delayed performance of its main obligations, and failed to perform within a

reasonable time after receiving demand for performance;

(iv) the other party delayed performance or otherwise breached the contract, thereby frustrating the

purpose of the contract;

(v) any other circumstance provided by law occurred.

Article 95 Time Limit for Termination; Extinguishment of Termination Right

Where the law or the parties prescribe a period for exercising termination right, failure by a party to

exercise it at the end of the period shall extinguish such right.

Where neither the law nor the parties prescribe a period for exercising termination right, failure by a

party to exercise it within a reasonable time after receiving demand from the other party shall extinguish

such right.

Article 96 Termination by Notification; Termination Subject to Approval

The party availing itself of termination of a contract in accordance with Paragraph 2 of Article 93 and

Article 94 hereof shall notify the other party. The contract is terminated when the notice reaches the

other party. If the other party objects to the termination, the terminating party may petition the Peoples

Court or an arbitration institution to affirm the validity of the termination.

Where termination of a contract is subject to any procedure such as approval or registration, etc. as

required by a relevant law or administrative regulation, such provision applies.

Article 97 Remedies in Case of Termination

Upon termination of a contract, a performance which has not been rendered is discharged; if a

performance has been rendered, a party may, in light of the degree of performance and the nature of the

contract, require the other party to restore the subject matter to its original condition or otherwise remedy

the situation, and is entitled to claim damages.

Article 98 Settlement and Winding-up Provisions Not Affected by Discharge

Discharge of contractual rights and obligations does not affect the validity of contract provisions

concerning settlement of account and winding-up.

Article 99 Set-off; Set-off Not Subject to Condition

Where each party owes performance to the other party that is due, and the subject matters of the

obligations are identical in type and quality, either party may set off its obligation against the obligation

of the other party, except where set-off is prohibited by law or in light of the nature of the contract.

The party availing itself of set-off shall notify the other party. The notice becomes effective when it

reaches the other party. Set-off may not be subject to any condition or time limit.

Article 100 Set-off Involving Non-identical Subject Matters

Where each party owes performance to the other party that is due, and the subject matters of the

obligations are not identical in type and quality, the parties may effect set-off by mutual agreement.

Article 101 Conditions Giving Rise to Right to Place Subject Matter in Escrow

Where any of the following circumstances makes it difficult to render performance, the obligor may

place the subject matter in escrow:

(i) The obligee refuses to take delivery of the subject matter without cause;

(ii) The obligee cannot be located;

(iii) The obligee is deceased or incapacitated, and his heir or guardian is not determined;

(iv) Any other circumstance provided by law occurs.

Where the subject matter is not fit for escrow, or the escrow expenses will be excessive, the obligor may

auction or liquidate the subject matter and place the proceeds in escrow.

Article 102 Duty to Notify in Case of Escrow

After placing the subject matter in escrow, the obligor shall timely notify the obligee or his heir or

guardian, except where the obligee cannot be located.

Article 103 Risk of Loss; Fruits of Subject Matter Accrued during Escrow

Once the subject matter is in escrow, the risk of its damage or loss is borne by the obligee. The fruits of

the subject matter accrued during escrow belong to the obligee. Escrow expenses shall be borne by the

obligee.

Article 104 Taking Delivery of Subject Matter in Escrow Conditional upon Performance; Time Limit

The obligee may take delivery of the subject matter in escrow at any time, provided that if the obligee

owes performance toward the obligor that is due, prior to the obligees performance or provision of

assurance, the escrow agent shall reject the obligees attempt to take delivery of the subject matter in

escrow as required by the obligor.

The right of the obligee to take delivery of the subject matter in escrow is extinguished if not exercised

within five years, commencing on the date when the subject matter was placed in escrow. After

deduction of escrow expenses, the subject matter in escrow shall be turned over to the state.

Article 105 Release

Where the obligee released the obligor from performance in part or in whole, the rights and obligations

under the contract are discharged in part or in whole.

Article 106 Merger of Rights and Obligations

If the same party assumed all the rights and obligations under a contract, the rights and obligations

thereunder are discharged, except where the contract involves the interests of a third person.

Chapter Seven Liabilities for Breach of Contracts

Article 107 Types of Liabilities for Breach

If a party fails to perform its obligations under a contract, or rendered non-conforming performance, it

shall bear the liabilities for breach of contract by specific performance, cure of non-conforming

performance or payment of damages, etc.

Article 108 Anticipatory Breach

Where one party expressly states or indicates by its conduct that it will not perform its obligations under

a contract, the other party may hold it liable for breach of contract before the time of performance.

Article 109 Monetary Specific Performance

If a party fails to pay the price or remuneration, the other party may require payment thereof.

Article 110 Non-monetary Specific Performance; Exceptions

Where a party fails to perform, or rendered non-conforming performance of, a non-monetary obligation,

the other party may require performance, except where:

(i) performance is impossible in law or in fact;

(ii) the subject matter of the obligation does not lend itself to enforcement by specific performance or the

cost of performance is excessive;

(iii) the obligee does not require performance within a reasonable time.

Article 111 Liabilities in Case of Quality Non-compliance

Where a performance does not meet the prescribed quality requirements, the breaching party shall be

liable for breach in accordance with the contract. Where the liabilities for breach were not prescribed or

clearly prescribed, and cannot be determined in accordance with Article 61 hereof, the aggrieved party

may, by reasonable election in light of the nature of the subject matter and the degree of loss, require the

other party to assume liabilities for breach by way of repair, replacement, remaking, acceptance of

returned goods, or reduction in price or remuneration, etc.

Article 112 Liability for Damages Notwithstanding Subsequent Performance or Cure of Non-conforming

Performance

Where a party failed to perform or rendered non-conforming performance, if notwithstanding its

subsequent performance or cure of non-conforming performance, the other party has sustained other

loss, the breaching party shall pay damages.

Article 113 Calculation of Damages; Damages to Consumer

Where a party failed to perform or rendered non-conforming performance, thereby causing loss to the

other party, the amount of damages payable shall be equivalent to the other partys loss resulting from the

breach, including any benefit that may be accrued from performance of the contract, provided that the

amount shall not exceed the likely loss resulting from the breach which was foreseen or should have

been foreseen by the breaching party at the time of conclusion of the contract.

Where a merchant engages in any fraudulent activity while supplying goods or services to a consumer, it

is liable for damages in accordance with the Law of the Peoples Republic of China on Protection of

Consumer Rights.

Article 114 Liquidated Damages; Adjustment; Continuing Performance Notwithstanding Payment of

Liquidated Damages

The parties may prescribe that if one party breaches the contract, it will pay a certain sum of liquidated

damages to the other party in light of the degree of breach, or prescribe a method for calculation of

damages for the loss resulting from a partys breach.

Where the amount of liquidated damages prescribed is below the loss resulting from the breach, a party

may petition the Peoples Court or an arbitration institution to increase the amount; where the amount of

liquidated damages prescribed exceeds the loss resulting from the breach, a party may petition the

Peoples Court or an arbitration institution to decrease the amount as appropriate.

Where the parties prescribed liquidated damages for delayed performance, the breaching party shall, in

addition to payment of the liquidated damages, render performance.

Article 115 Deposit

The parties may prescribe that a party will give a deposit to the other party as assurance for the obligees

right to performance in accordance with the Security Law of the Peoples Republic of China. Upon

performance by the obligor, the deposit shall be set off against the price or refunded to the obligor. If the

party giving the deposit failed to perform its obligations under the contract, it is not entitled to claim

refund of the deposit; where the party receiving the deposit failed to perform its obligations , under the

contract, it shall return to the other party twice the amount of the deposit.

Article 116 Election Between Deposit or Liquidated Damages Clauses

If the parties prescribed payment of both liquidated damages and a deposit, in case of breach by a party,

the other party may elect in alternative to apply the liquidated damages clause or the deposit clause.

Article 117 Force Majeure

A party who was unable to perform a contract due to force majeure is exempted from liability in part or

in whole in light of the impact of the event of force majeure, except otherwise provided by law. Where

an event of force majeure occurred after the partys delay in performance, it is not exempted from

liability.

For purposes of this Law, force majeure means any objective circumstance which is unforeseeable,

unavoidable and insurmountable.

Article 118 Duty to Notify in Case of Force Majeure

If a party is unable to perform a contract due to force majeure, it shall timely notify the other party so as

to mitigate the loss that may be caused to the other party, and shall provide proof of force majeure within

a reasonable time.

Article 119 Non-Breaching Partys Duty to Mitigate Loss in Case of Breach

Where a party breached the contract, the other party shall take the appropriate measures to prevent

further loss; where the other party sustained further loss due to its failure to take the appropriate

measures, it may not claim damages for such further loss.

Any reasonable expense incurred by the other party in preventing further loss shall be borne by the

breaching party.

Article 120 Bilateral Breach

In case of bilateral breach, the parties shall assume their respective liabilities accordingly.

Article 121 Breach Due to Act of Third Person

Where a partys breach was attributable to a third person, it shall nevertheless be liable to the other party

for breach. Any dispute between the party and such third person shall be resolved in accordance with the

law or the agreement between the parties.

Article 122 Election of Remedy in Tort or in Contract

Where a partys breach harmed the personal or property interests of the other party, the aggrieved party is

entitled to elect to hold the party liable for breach of contract in accordance herewith, or hold the party

liable for tort in accordance with any other relevant law.

Chapter Eight Other Provisions

Article 123 Applicability of Other Laws

Where another law provides otherwise in respect of a certain contract, such provisions prevail.

Article 124 Applicability to Non-categorized Contracts

Where there is no express provision in the Specific Provisions hereof or any other law concerning a

certain contract, the provisions in the General Principles hereof apply, and reference may be made to the

provisions in the Specific Provisions hereof or any other law applicable to a contract which is most

similar to such contract.

Article 125 Contract Interpretation; Language Versions

In case of any dispute between the parties concerning the construction of a contract term, the true

meaning thereof shall be determined according to the words and sentences used in the contract, the

relevant provisions and the purpose of the contract, and in accordance with the relevant usage and the

principle of good faith.

Where a contract was executed in two or more languages and it provides that all versions are equally

authentic, the words and sentences in each version are construed to have the same meaning. In case of

any discrepancy in the words or sentences used in the different language versions, they shall be

interpreted in light of the purpose of the contract.

Article 126 Choice of Law in Foreign-related Contracts; Contracts Subject to Mandatory Application of

Chinese Law

Parties to a foreign related contract may select the applicable law for resolution of a contractual dispute,

except otherwise provided by law. Where parties to the foreign related contract failed to select the

applicable law, the contract shall be governed by the law of the country with the closest connection

thereto.

For a Sino-foreign Equity Joint Venture Enterprise Contract, Sino-foreign Cooperative Joint Venture

Contract, or a Contract for Sino-foreign Joint Exploration and Development of Natural Resources which

is performed within the territory of the Peoples Republic of China, the law of the Peoples Republic of

China applies.

Article 127 Role of Regulatory Authorities

Within the scope of their respective duties, the authority for the administration of industry and commerce

and other relevant authorities shall, in accordance with the relevant laws and administrative regulations,

be responsible for monitoring and dealing with any illegal act which, through the conclusion of a

contract, harms the state interests or the public interests; where such act constitutes a crime, criminal

liability shall be imposed in accordance with the law.

Article 128 Dispute Resolution

The parties may resolve a contractual dispute through settlement or mediation.

Where the parties do not wish to, or are unable to, resolve such dispute through settlement or mediation,

the dispute may be submitted to the relevant arbitration institution for arbitration in accordance with the

arbitration agreement between the parties. Parties to a foreign related contract may apply to a Chinese

arbitration institution or another arbitration institution for arbitration. Where the parties did not conclude

an arbitration agreement, or the arbitration agreement is invalid, either party may bring a suit to the

Peoples Court. The parties shall perform any judgment, arbitral award or mediation agreement which has

taken legal effect; if a party refuses to perform, the other party may apply to the Peoples Court for

enforcement.

Article 129 Time Limit for Action

For a dispute arising from a contract for the international sale of goods or a technology import or export

contract, the time limit for bringing a suit or applying for arbitration is four years, commencing on the

date when the party knew or should have known that its rights were harmed. For a dispute arising from

any other type of contract, the time limit for bringing a suit or applying for arbitration shall be governed

by the relevant law.

Specific Provisions

Chapter Nine Sales Contracts

Article 130 Definition of Sales Contract

A sales contract is a contract whereby the seller transfers title to the subject matter to the buyer, who

pays the price.

Article 131 Additional Terms

In addition to the terms set forth in Article 12 hereof, a sales contract may include terms such as packing

method, inspection standard and inspection method, method of settlement of account, and the language

versions of the contract and the authenticity thereof, etc.

Article 132 Title or Disposal Power; Prohibition of or Restriction on Transfer

The seller shall have title to, or the power to dispose of, the subject matter for sale.

Where a law or administrative regulation prohibits or restricts the transfer of the subject matter, such

provision applies.

Article 133 Passing of Title

Title to the subject matter passes at the time of its delivery, except otherwise provided by law or agreed

by the parties.

Article 134 Conditional Sale

The parties may prescribe in the sales contract that title to the subject matter remain in the seller until the

buyer has paid the price or has performed other obligations.

Article 135 Sellers Obligations with Respect to Title Transfer

The seller shall perform the obligations of delivering to the buyer the subject matter or the document for

taking delivery thereof, as well as transferring title to the subject matter.

Article 136 Delivery of Related Materials by Seller

In addition to the document for taking delivery, the seller shall deliver to the buyer documents and

materials related to the subject matter in accordance with the contract or in accordance with the relevant

usage.

Article 137 Sales Involving Intellectual Property

In a sale of any subject matter which contains intellectual property such as computer software, etc., the

intellectual property in the subject matter does not vest in the buyer, except otherwise provided by law or

agreed by the parties.

Article 138 Time of Delivery

The seller shall deliver the subject matter at the prescribed time. Where the contract prescribes a period

during which delivery is to take place, the seller may deliver at any time during the delivery period.

Article 139 Absence of Provision for Time of Delivery

Where the time for delivery of the subject matter was not prescribed or clearly prescribed, Article 61 and

Item 4 of Article 62 apply.

Article 140 Time of Delivery of Subject Matter Already in Buyers Possession

Where the subject matter was in buyers possession prior to conclusion of the contract, the time when the

contract becomes effective is the time of delivery.

Article 141 Absence of Provision for Place of Delivery

The seller shall deliver the subject matter at the prescribed place.

Where the place of delivery was not prescribed or clearly prescribed, and cannot be determined in

accordance with Article 61 hereof, the following provisions apply:

(i) If the subject matter needs carriage, the seller shall deliver the subject matter to the first carrier for

transmission to the buyer;

(ii) Where the subject matter does not need carriage, if at the time of conclusion of the contract, the

buyer and the seller knew the subject matter was at a particular place, the seller shall deliver the subject

matter at such place; and if they did not know the location of the subject matter, delivery shall take place

at the sellers place of business at the time of conclusion of the contract.

Article 142 Passing of Risk

The risk of damage to or loss of the subject matter is borne by the seller prior to delivery, and by the

buyer after delivery, except otherwise provided by law or agreed by the parties.

Article 143 Risk Allocation in Case of Delayed Delivery

Where the subject matter was not delivered at the prescribed time due to any reason attributable to the

buyer, the buyer shall bear the risk of damage to or loss of the subject matter as from the date of breach.

Article 144 Risk Allocation for Subject Matter in Transit

Where the seller sells the subject matter which has been delivered to a carrier for transportation and is in

transit, unless otherwise agreed by the parties, the risk of damage or loss is borne by the buyer as from

the time of formation of the contract.

Article 145 Passing of Risk in Case of Seller Arranged Carriage

Where the place of delivery was not prescribed or clearly prescribed, if the subject matter needs carriage

as provided in Item (i) of Paragraph 2 of Article 141, the risk of damage to or loss of the subject matter is

borne by the buyer as from the time the seller delivers the subject matter to the first carrier.

Article 146 Risk Allocation in Case of Delay in Taking Delivery

Where the seller placed the subject matter at the place of delivery in accordance with the contract or in

accordance with Item (ii) of Paragraph 2 of Article 141 hereof and the buyer fails to take delivery in

breach of the contract, the risk of damage to or loss of the subject matter is borne by the buyer as from

the date of breach.

Article 147 Passing of Risk Notwithstanding Failure to Deliver Documents

Failure by the seller to deliver the documents and materials relating to the subject matter in accordance

with the contract does not affect passing of the risk of damage to or loss of the subject matter.

Article 148 Rejection on Grounds of Quality Non-compliance; Risk Allocation in Case of Rejection

Where the purpose of the contract is frustrated due to failure of the subject matter to meet the quality

requirements, the buyer may reject the subject matter or terminate the contract. If the buyer rejects the

subject matter or terminates the contract, the risk of damage to or loss of the subject matter is borne by

the seller.

Article 149 Right to Remedy Notwithstanding Assumption of Risk

Buyers assumption of the risk of damage to or loss of the subject matter does not prejudice its right to

hold the seller liable for breach of contract if the seller rendered non-conforming performance.

Article 150 Third Party Claim Warranty

The seller is obligated to warrant that the buyer will be free from any third party claim against it in

respect of the subject matter delivered, except otherwise provided by law.

Article 151 Buyers Knowledge Releasing Third Party Claim Warranty

Where the buyer knew or should have known that the subject matter was subject to a third party claim at

the time of conclusion of the contract, the seller does not assume the obligation prescribed in Article 150

hereof.

Article 152 Right to Withhold Payment in Case of Third Party Claim

Where the buyer has conclusive evidence establishing that a third person may make a claim on the

subject matter, it may withhold payment of the corresponding price, except where the seller has provided

appropriate assurance.

中国合同法（一）（中英文版本）

中华人民共和国合同法(一）

2009-05-15

（1999年3月15日第九届全国人民代表大会第二次会议通过）

(Adopted and Promulgated by the Second Session of the Ninth National People’s Congress on March

15, 1999.)

总 则

GENERAL PRINCIPLES

第一章一般规定

Chapter One: General Provisions

第一条为了保护合同当事人的合法权益，维护社会经济秩序，促进社会主义现代化建设，制定本

法。

Article 1 Purpose

This Law is formulated in order to protect the lawful rights and interests of contract parties, to

safeguard social and economic order, and to promote socialist modernization.

第二条本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务

关系的协议。婚姻、收养、监护等有关身份关系的协议，适用其他法律的规定。

Article 2 Definition of Contract; Exclusions

For purposes of this Law, a contract is an agreement between natural persons, legal persons or other

organizations with equal standing, for the purpose of establishing, altering, or discharging a relationship

of civil rights and obligations.

An agreement concerning any personal relationship such as marriage, adoption, guardianship, etc. shall

be governed by other applicable laws.

第三条合同当事人的法律地位平等，一方不得将自己的意志强加给另一方。

Article 3 Equal Standing of Parties

Contract parties enjoy equal legal standing and neither party may impose its will on the other party.

第四条当事人依法享有自愿订立合同的权利，任何单位和个人不得非法干预。

Article 4 Right to Enter into Contract Voluntarily

A party is entitled to enter into a contract voluntarily under the law, and no entity or individual may

unlawfully interfere with such right.

第五条当事人应当遵循公平原则确定各方的权利和义务。

Article 5 Fairness

The parties shall abide by the principle of fairness in prescribing their respective rights and obligations.

第六条当事人行使权利、履行义务应当遵循诚实信用原则。

Article 6 Good Faith

The parties shall abide by the principle of good faith in exercising their rights and performing their

obligations.

第七条当事人订立、履行合同，应当遵守法律、行政法规，尊重社会公德，不得扰乱社会经济秩

序，损害社会公共利益。

Article 7 Legality

In concluding or performing a contract, the parties shall abide by the relevant laws and administrative

regulations, as well as observe social ethics, and may not disrupt social and economic order or harm

the public interests.

第八条依法成立的合同，对当事人具有法律约束力。当事人应当按照约定履行自己的义务，不得

擅自变更或者解除合同。依法成立的合同，受法律保护。

Article 8 Binding Effect; Legal Protection

A lawfully formed contract is legally binding on the parties. The parties shall perform their respective

obligations in accordance with the contract, and neither party may arbitrarily amend or terminate the

contract. A lawfully formed contract is protected by law.

第二章合同的订立

Chapter Two: Formation of Contracts

第九条当事人订立合同，应当具有相应的民事权利能力和民事行为能力。当事人依法可以委托代

理人订立合同。

Article 9 Capacity; Contract through Agent

In entering into a contract, the parties shall have the appropriate capacities for civil rights and civil

acts.A party may appoint an agent to enter into a contract on its behalf under the law.

第十条当事人订立合同，有书面形式、口头形式和其他形式。法律、行政法规规定采用书面形式

的，应当采用书面形式。当事人约定采用书面形式的，应当采用书面形式。

Article 10 Forms of Contract; Writing Requirement

A contract may be made in a writing, in an oral conversation, as well as in any other form. A contract

shall be in writing if a relevant law or administrative regulation so requires. A contract shall be in

writing if the parties have so agreed.

第十一条书面形式是指合同书、信件和数据电文（包括电报、电传、传真、电子数据交换和电子

邮件）等可以有形地表现所载内容的形式。

Article 11 Definition of Writing

A writing means a memorandum of contract, letter or electronic message (including telegram, telex,

facsimile, electronic data exchange and electronic mail), etc. which is capable of expressing its contents

in a tangible form.

第十二条合同的内容由当事人约定，一般包括以下条款：

（一）当事人的名称或者姓名和住所；

（二）标的；

（三）数量；

（四）质量；

（五）价款或者报酬；

（六）履行期限、地点和方式；

（七）违约责任；

（八）解决争议的方法。

当事人可以参照各类合同的示范文本订立合同。

Article 12 Terms of Contract

The terms of a contract shall be prescribed by the parties, and generally include the following:

(i) names of the parties and the domiciles thereof;

(ii) subject matter;

(iii) quantity;

(iv) quality;

(v) price or remuneration;

(vi) time, place and method of performance;

(vii) liabilities for breach of contract;

(viii) method of dispute resolution.

The parties may enter into a contract by referencing a model contract for the relevant contract category.

第十三条当事人订立合同，采取要约、承诺方式。

Article 13 Offer-Acceptance

A contract is concluded by the exchange of an offer and an acceptance.

第十四条要约是希望和他人订立合同的意思表示，该意思表示应当符合下列规定：

（一）内容具体确定；

（二）表明经受要约人承诺，要约人即受该意思表示约束。

Article 14 Definition of Offer

An offer is a party’s manifestation of intention to enter into a contract with the other party, which shall

comply with the following:

(i) Its terms are specific and definite;

(ii) It indicates that upon acceptance by the offeree, the offeror will be bound thereby.

第十五条要约邀请是希望他人向自己发出要约的意思表示。寄送的价目表、拍卖公告、招标公告、

招股说明书、商业广告等为要约邀请。商业广告的内容符合要约规定的，视为要约。

Article 15 Invitation to Offer

An invitation to offer is a party’s manifestation of intention to invite the other party to make an offer

thereto. A delivered price list, announcement of auction, call for tender, prospectus, or commercial

advertisement, etc. is an invitation to offer.

A commercial advertisement is deemed an offer if its contents meet the requirements of an offer.

第十六条要约到达受要约人时生效。采用数据电文形式订立合同，收件人指定特定系统接收数据

电文的，该数据电文进入该特定系统的时间，视为到达时间；未指定特定系统的，该数据电文进

入收件人的任何系统的首次时间，视为到达时间。

Article 16 Effectiveness of Offer, Offer through Electronic Message

An offer becomes effective when it reaches the offeree. When a contract is concluded by the exchange

of electronic messages, if the recipient of an electronic message has designated a specific system to

receive it, the time when the electronic message enters into such specific system is deemed its time of

arrival; if no specific system has been designated, the time when the electronic message first enters

into any of the recipient’s systems is deemed its time of arrival.

第十七条要约可以撤回。撤回要约的通知应当在要约到达受要约人之前或者与要约同时到达受要

约人。

Article 17 Withdrawal of Offer

An offer may be withdrawn. The notice of withdrawal shall reach the offeree before or at the same time

as the offer.

第十八条要约可以撤销。撤销要约的通知应当在受要约人发出承诺通知之前到达受要约人。

Article 18 Revocation of Offer

An offer may be revoked. The notice of revocation shall reach the offeree before it has dispatched a

notice of acceptance.

第十九条有下列情形之一的，要约不得撤销：

（一）要约人确定了承诺期限或者以其他形式明示要约不可撤销；

（二）受要约人有理由认为要约是不可撤销的，并已经为履行合同作了准备工作。

Article 19 Irrevocable Offer

An offer may not be revoked:

(i) if it expressly indicates, whether by stating a fixed time for acceptance or otherwise, that it is

irrevocable;

(ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for

performance.

第二十条有下列情形之一的，要约失效：

(一)拒绝要约的通知到达要约人；

(二)要约人依法撤销要约；

(三)承诺期限届满，受要约人未作出承诺；

(四)受要约人对要约的内容作出实质性变更。

Article 20 Extinguishment of Offer

An offer is extinguished in any of the following circumstances:

(i) The notice of rejection reaches the offeror;

(ii) The offeror lawfully revokes the offer;

(iii) The offeree fails to dispatch its acceptance at the end of the period for acceptance;

(iv) The offeree makes a material change to the terms of the offer.

第二十一条承诺是受要约人同意要约的意思表示。

Article 21 Definition of Acceptance

An acceptance is the offeree’s manifestation of intention to assent to an offer.

第二十二条承诺应当以通知的方式作出，但根据交易习惯或者要约表明可以通过行为作出承诺的

除外。

Article 22 Mode of Acceptance; Acceptance by Conduct

An acceptance shall be manifested by notification, except where it may be manifested by conduct in

accordance with the relevant usage or as indicated in the offer.

第二十三条承诺应当在要约确定的期限内到达要约人。要约没有确定承诺期限的，承诺应当依照

下列规定到达：

（一）要约以对话方式作出的，应当即时作出承诺，但当事人另有约定的除外；

（二）要约以非对话方式作出的，承诺应当在合理期限内到达。

Article 23 Timely Dispatch of Acceptance

An acceptance shall reach the offeror within the period prescribed in the offer.

Where the offer does not prescribe a period for acceptance, the acceptance shall reach the offeror as

follows:

(i) Where the offer is made orally, the acceptance shall be dispatched immediately, unless otherwise

agreed by the parties;

(ii) Where the offer is made in a non-oral manner, the acceptance shall reach the offeror within a

reasonable time.

第二十四条要约以信件或者电报作出的，承诺期限自信件载明的日期或者电报交发之日开始计

算。信件未载明日期的，自投寄该信件的邮戳日期开始计算。要约以电话、传真等快速通讯方式

作出的，承诺期限自要约到达受要约人时开始计算。

Article 24 Commencement of the Period for Acceptance

Where an offer is made by a letter or a telegram, the period for acceptance commences on the date

shown on the letter or the date on which the telegram is handed in for dispatch. If the letter does not

specify a date, the period commences on the posting date stamped on the envelope. Where the offer is

made through an instantaneous communication device such as telephone or facsimile, etc., the period

for acceptance commences once the offer reaches the offeree.

第二十五条承诺生效时合同成立。

Article 25 Contract Formed upon Effectiveness of Acceptance

A contract is formed once the acceptance becomes effective.

第二十六条承诺通知到达要约人时生效。承诺不需要通知的，根据交易习惯或者要约的要求作出

承诺的行为时生效。采用数据电文形式订立合同的，承诺到达的时间适用本法第十六条第二款的

规定。

Article 26 Effectiveness of Acceptance

A notice of acceptance becomes effective once it reaches the offeror. Where the acceptance does not

require notification, it becomes effective once an act of acceptance is performed in accordance with the

relevant usage or as required by the offer. Where a contract is concluded by the exchange of electronic

messages, the time of arrival of the acceptance shall be governed by Paragraph 2 of Article 16 hereof.

第二十七条承诺可以撤回。撤回承诺的通知应当在承诺通知到达要约人之前或者与承诺通知同时

到达要约人。

Article 27 Withdrawal of Acceptance

An acceptance may be withdrawn. The notice of withdrawal shall reach the offeror before or at the

same time as the acceptance.

第二十八条受要约人超过承诺期限发出承诺的，除要约人及时通知受要约人该承诺有效的以外，

为新要约。

Article 28 Late Acceptance

An acceptance dispatched by the offeree after expiration of the period for acceptance constitutes a new

offer, unless the offeror timely advises the offeree that the acceptance is valid.

第二十九条受要约人在承诺期限内发出承诺，按照通常情形能够及时到达要约人，但因其他原因

承诺到达要约人时超过承诺期限的，除要约人及时通知受要约人因承诺超过期限不接受该承诺的

以外，该承诺有效。

Article 29 Delayed Transmission of Acceptance

If the offeree dispatched its acceptance within the period for acceptance, and the acceptance, which

would otherwise have reached the offeror in due time under normal circumstances, reaches the offeror

after expiration of the period for acceptance due to any other reason, the acceptance is valid, unless the

offeror timely advises the offeree that the acceptance has been rejected on grounds of the delay.

第三十条承诺的内容应当与要约的内容一致。受要约人对要约的内容作出实质性变更的，为新要

约。有关合同标的、数量、质量、价款或者报酬、履行期限、履行地点和方式、违约责任和解决

争议方法等的变更，是对要约内容的实质性变更。

Article 30 Acceptance Containing Material Change

The terms of the acceptance shall be identical to those of the offer. A purported acceptance dispatched

by the offeree which materially alters the terms of the offer constitutes a new offer. A change in the

subject matter, quantity, quality, price or remuneration, time, place and method of performance,

liabilities for breach of contract or method of dispute resolution is a material change to the terms of the

offer.

第三十一条承诺对要约的内容作出非实质性变更的，除要约人及时表示反对或者要约表明承诺不

得对要约的内容作出任何变更的以外，该承诺有效，合同的内容以承诺的内容为准。

Article 31 Acceptance Containing Non-material Changes

An acceptance containing nonmaterial changes to the terms of the offer is nevertheless valid and the

terms thereof prevail as the terms of the contract, unless the offeror timely objects to such changes or

the offer indicated that acceptance may not contain any change to the terms thereof.

第三十二条当事人采用合同书形式订立合同的，自双方当事人签字或者盖章时合同成立。

Article 32 Time of Formation in Case of Memorandum of Contract

Where the parties enter into a contract by a memorandum of contract, the contract is formed when it is

signed or sealed by the parties.

第三十三条当事人采用信件、数据电文等形式订立合同的，可以在合同成立之前要求签订确认书。

签订确认书时合同成立。

Article 33 Time of Formation in Case of Letters or Electronic Messages; Confirmation Letter

Where the parties enter into a contract by the exchange of letters or electronic messages, one party may

require execution of a confirmation letter before the contract is formed. The contract is formed upon

execution of the confirmation letter.

第三十四条承诺生效的地点为合同成立的地点。采用数据电文形式订立合同的，收件人的主营业

地为合同成立的地点；没有主营业地的，其经常居住地为合同成立的地点。当事人另有约定的，

按照其约定。

Article 34 Place of Formation; Electronic Messages

The place where the acceptance becomes effective is the place of formation of a contract.

Where a contract is concluded by the exchange of electronic messages, the recipient’s main place of

business is the place of formation of the contract; if the recipient does not have a main place of

business; its habitual residence is the place of formation of the contract. If the parties have agreed

otherwise, such agreement prevails.

第三十五条当事人采用合同书形式订立合同的，双方当事人签字或者盖章的地点为合同成立的地

点。

Article 35 Place of Formation in Case of Memorandum of Contract

Where a contract is concluded by a memorandum of contract, its place of formation is the place where

the parties sign or seal the contract.

第三十六条法律、行政法规规定或者当事人约定采用书面形式订立合同，当事人未采用书面形式

但一方已经履行主要义务，对方接受的，该合同成立。

Article 36 Effect of Failure to Conclude Contract in Writing

Where a contract is to be concluded by a writing as required by the relevant law or administrative

regulation or as agreed by the parties, if the parties failed to conclude the contract in writing but one

party has performed its main obligation and the other party has accepted the performance, the contract

is formed.

第三十七条采用合同书形式订立合同，在签字或者盖章之前，当事人一方已经履行主要义务，对

方接受的，该合同成立。

Article 37 Effect of Failure to Sign in Case of Memorandum of Contract

Where a contract is to be concluded by a memorandum of contract, if prior to signing or sealing of the

contract, one party has performed its main obligation and the other party has accepted the performance,

the contract is formed.

第三十八条国家根据需要下达指令性任务或者国家订货任务的，有关法人、其他组织之间应当依

照有关法律、行政法规规定的权利和义务订立合同。

Article 38 Contract under State Mandatory Plan

Where the state has, in light of its requirements, issued a mandatory plan or state purchase order, the

relevant legal persons and other organizations shall enter into a contract based on the rights and

obligations of the parties prescribed by the relevant laws and administrative regulations.

第三十九条采用格式条款订立合同的，提供格式条款的一方应当遵循公平原则确定当事人之间的

权利和义务，并采取合理的方式提请对方注意免除或者限制其责任的条款，按照对方的要求，对

该条款予以说明。格式条款是当事人为了重复使用而预先拟定，并在订立合同时未与对方协商的

条款。

Article 39 Standard Terms; Duty to Call Attention

Where a contract is concluded by way of standard terms, the party supplying the standard terms shall

abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a

reasonable manner, call the other party’s attention to the provision(s) whereby such party’s liabilities

are excluded or limited, and shall explain such provision(s) upon request by the other party.

Standard terms are contract provisions which were prepared in advance by a party for repeated use, and

which are not negotiated with the other party in the course of concluding the contract.

第四十条格式条款具有本法第五十二条和第五十三条规定情形的，或者提供格式条款一方免除其

责任、加重对方责任、排除对方主要权利的，该条款无效。

Article 40 Invalidity of Certain Standard Terms

A standard term is invalid if it falls into any of the circumstances set forth in Article 52 and Article 53

hereof, or if it excludes the liabilities of the party supplying such term, increases the liabilities of the

other party, or deprives the other party of any of its material rights.

第四十一条对格式条款的理解发生争议的，应当按照通常理解予以解释。对格式条款有两种以上

解释的，应当作出不利于提供格式条款一方的解释。格式条款和非格式条款不一致的，应当采用

非格式条款。

Article 41 Dispute Concerning Construction of Standard Term

In case of any dispute concerning the construction of a standard term, such term shall be interpreted in

accordance with common sense. If the standard term is subject to two or more

interpretations, it shall be interpreted against the party supplying it. If a discrepancy exists between the

standard term and a non-standard term, the non-standard term prevails.

第四十二条当事人在订立合同过程中有下列情形之一，给对方造成损失的，应当承担损害赔偿责

任：

（一）假借订立合同，恶意进行磋商；

（二）故意隐瞒与订立合同有关的重要事实或者提供虚假情况；

（三）有其他违背诚实信用原则的行为。

Article 42 Pre-contract Liabilities

Where in the course of concluding a contract, a party engaged in any of the following conducts, thereby

causing loss to the other party, it shall be liable for damages:

(i) negotiating in bad faith under the pretext of concluding a contract;

(ii) intentionally concealing a material fact relating to the conclusion of the contract or supplying false

information;

(iii) any other conduct which violates the principle of good faith.

第四十三条当事人在订立合同过程中知悉的商业秘密，无论合同是否成立，不得泄露或者不正当

地使用。泄露或者不正当地使用该商业秘密给对方造成损失的，应当承担损害赔偿责任。

Article 43 Trade Secrets; Liability for Disclosure or Improper Use

A party may not disclose or improperly use any trade secret which it became aware of in the course of

negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly

used such trade secret, thereby causing loss to the other party, it shall be liable for damages.

第三章合同的效力

Chapter Three: Validity of Contracts

第四十四条依法成立的合同，自成立时生效。法律、行政法规规定应当办理批准、登记等手续生

效的，依照其规定。

Article 44 Effectiveness of Contract

A lawfully formed contract becomes effective upon its formation.

Where effectiveness of a contract is subject to any procedure such as approval or registration, etc. as

required by a relevant law or administrative regulation, such provision applies.

第四十五条当事人对合同的效力可以约定附条件。附生效条件的合同，自条件成就时生效。附解

除条件的合同，自条件成就时失效。当事人为自己的利益不正当地阻止条件成就的，视为条件已

成就；不正当地促成条件成就的，视为条件不成就。

Article 45 Conditions Precedent; Conditions Subsequent; Improper Impairment or Facilitation

The parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract

subject to a condition precedent becomes effective once such condition is satisfied. A

contract subject to a condition subsequent is extinguished once such condition is satisfied.

Where in order to further its own interests, a party improperly impaired the satisfaction of a condition,

the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a

condition, the condition is deemed not to have been satisfied.

第四十六条当事人对合同的效力可以约定附期限。附生效期限的合同，自期限届至时生效。附终

止期限的合同，自期限届满时失效。

Article 46 Contract Term

The parties may prescribe a term for a contract. A contract subject to a time of commencement becomes

effective at such time. A contract subject to a time of expiration is extinguished at such time.

第四十七条限制民事行为能力人订立的合同，经法定代理人追认后，该合同有效，但纯获利益的

合同或者与其年龄、智力、精神健康状况相适应而订立的合同，不必经法定代理人追认。相对人

可以催告法定代理人在一个月内予以追认。法定代理人未作表示的，视为拒绝追认。合同被追认

之前，善意相对人有撤销的权利。撤销应当以通知的方式作出。

Article 47 Contract by Person with Limited Capacity

A contract concluded by a person with limited capacity for civil act is valid upon ratification by the

legal agent thereof, provided that a contract from which such person accrues benefits only or the

conclusion of which is appropriate for his age, intelligence or mental health does not require

ratification by his legal agent.

The other party may demand that the legal agent ratify the contract within one month. If the legal agent

fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification

of the contract, the other party in good faith is entitled to cancel the contract. Cancellation

shall be effected by notification.

第四十八条行为人没有代理权、超越代理权或者代理权终止后以被代理人名义订立的合同，未经

被代理人追认，对被代理人不发生效力，由行为人承担责任。相对人可以催告被代理人在一个月

内予以追认。被代理人未作表示的，视为拒绝追认。合同被追认之前，善意相对人有撤销的权利。

撤销应当以通知的方式作出。

Article 48 Contract by Unauthorized Agent

Absent ratification by the principal, a contract concluded on his behalf by a person who lacked agency

authority, who acted beyond his agency authority or whose agency authority was extinguished is not

binding upon the principal unless ratified by him, and the person performing such act is liable.

The other party may demand that the principal ratify the contract within one month. Where the

principal fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to

ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation

shall be effected by notification.

第四十九条行为人没有代理权、超越代理权或者代理权终止后以被代理人名义订立合同，相对人

有理由相信行为人有代理权的，该代理行为有效。

Article 49 Contract by Person with Apparent Agency Authority

Where the person lacking agency authority, acting beyond his agency authority, or whose agency

authority was extinguished concluded a contract in the name of the principal, if it was reasonable for

the other party to believe that the person performing the act had agency authority, such act of agency is

valid.

第五十条法人或者其他组织的法定代表人、负责人超越权限订立的合同，除相对人知道或者应当

知道其超越权限的以外，该代表行为有效。

Article 50 Contract Executed by Legal Representative

Where the legal representative or the person-in-charge of a legal person or an organization of any other

nature entered into a contract acting beyond his scope of authority, unless the other party knew or

should have known that he was acting beyond his scope of authority, such act of representation is valid.

第五十一条无处分权的人处分他人财产，经权利人追认或者无处分权的人订立合同后取得处分权

的，该合同有效。

Article 51 Unauthorized Disposal of Property through Contract

Where a piece of property belonging to another person was disposed of by a person without the power

to do so, such contract is nevertheless valid once the person with the power to its

disposal has ratified the contract, or if the person lacking the power to dispose of it when the contract

was concluded has subsequently acquired such power.

第五十二条有下列情形之一的，合同无效：

（一）一方以欺诈、胁迫的手段订立合同，损害国家利益；

（二）恶意串通，损害国家、集体或者第三人利益；

（三）以合法形式掩盖非法目的；

（四）损害社会公共利益；

（五）违反法律、行政法规的强制性规定。

Article 52 Invalidating Circumstances

A contract is invalid in any of the following circumstances:

(i) One party induced conclusion of the contract through fraud or duress, thereby harming the interests

of the state;

(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any

third party;

(iii) The parties intended to conceal an illegal purpose under the guise of a legitimate transaction;

(iv) The contract harms public interests;

(v) The contract violates a mandatory provision of any law or administrative regulation.

第五十三条合同中的下列免责条款无效：

（一）造成对方人身伤害的；

（二）因故意或者重大过失造成对方财产损失的。

Article 53 Invalidity of Certain Exculpatory Provisions

The following exculpatory provisions in a contract are invalid:

(i) excluding one party’s liability for personal injury caused to the other party;

(ii) excluding one party’s liability for property loss caused to the other party by its intentional

misconduct or gross negligence.

第五十四条下列合同，当事人一方有权请求人民法院或者仲裁机构变更或者撤销：

（一）因重大误解订立的；

（二）在订立合同时显失公平的。

一方以欺诈、胁迫的手段或者乘人之危，使对方在违背真实意思的情况下订立的合同，受损

害方有权请求人民法院或者仲裁机构变更或者撤销。

当事人请求变更的，人民法院或者仲裁机构不得撤销。

Article 54 Contract Subject to Amendment or Cancellation

Either of the parties may petition the People’s Court or an arbitration institution for amendment or

cancellation of a contract if:

(i) the contract was concluded due to a material mistake;

(ii) the contract was grossly unconscionable at the time of its conclusion.

If a party induced the other party to enter into a contract against its true intention by fraud or duress, or

by taking advantage of the other party’s hardship, the aggrieved party is entitled to petition the People’s

Court or an arbitration institution for amendment or cancellation of the contract.

Where a party petitions for amendment of the contract, the People’s Court or arbitration institution may

not cancel the contract instead.

第五十五条有下列情形之一的，撤销权消灭：

(一)具有撤销权的当事人自知道或者应当知道撤销事由之日起一年内没有行使撤销权；

(二)具有撤销权的当事人知道撤销事由后明确表示或者以自己的行为放弃撤销权。

Article 55 Extinguishment of Cancellation Right

A party’s cancellation right is extinguished in any of the following circumstances:

(i) It fails to exercise the cancellation right within one year, commencing on the date when the party

knew or should have known the cause for the cancellation;

(ii) Upon becoming aware of the cause for cancellation, it waives the cancellation right by express

statement or by conduct.

第五十六条无效的合同或者被撤销的合同自始没有法律约束力。合同部分无效，不影响其他部分

效力的，其他部分仍然有效。

Article 56 Effect of Invalidation or Cancellation; Partial Invalidation or Cancellation

An invalid or canceled contract is not legally binding ab initio. Where a contract is partially invalid, and

the validity of the remaining provisions thereof is not affected as a result, the remaining provisions are

nevertheless valid.

第五十七条合同无效、被撤销或者终止的，不影响合同中独立存在的有关解决争议方法的条款的

效力。

Article 57 Independence of Dispute Resolution Provision

The invalidation, cancellation or discharge of a contract does not impair the validity of the contract

provision concerning the method of dispute resolution, which exists independently in the contract.

第五十八条合同无效或者被撤销后，因该合同取得的财产，应当予以返还；不能返还或者没有必

要返还的，应当折价补偿。有过错的一方应当赔偿对方因此所受到的损失，双方都有过错的，应

当各自承担相应的责任。

Article 58 Remedies in Case of Invalidation or Cancellation

After a contract was invalidated or canceled, the parties shall make restitution of any property acquired

thereunder; where restitution in kind is not possible or necessary, allowance shall be made in

money based on the value of the property. The party at fault shall indemnify the other party for its loss

sustained as a result. Where both parties were at fault, the parties shall bear their respective

liabilities accordingly.

第五十九条当事人恶意串通，损害国家、集体或者第三人利益的，因此取得的财产收归国家所有

或者返还集体、第三人。

Article 59 Remedies in Case of Collusion in Bad Faith

Where the parties colluded in bad faith, thereby harming the interests of the state, the collective or a

third person, any property acquired as a result shall be turned over to the state or be returned to the

collective or the third person.

第四章合同的履行

Chapter Four: Performance of Contracts

第六十条当事人应当按照约定全面履行自己的义务。当事人应当遵循诚实信用原则,根据合同的

性质、目的和交易习惯履行通知、协助、保密等义务。

Article 60 Full Performance; Performance in Good Faith

The parties shall fully perform their respective obligations in accordance with the contract. The parties

shall abide by the principle of good faith, and perform obligations such as notification, assistance, and

confidentiality, etc. in light of the nature and purpose of the contract and in accordance with the

relevant usage.

第六十一条合同生效后，当事人就质量、价款或者报酬、履行地点等内容没有约定或者约定不明

确的，可以协议补充；不能达成补充协议的，按照合同有关条款或者交易习惯确定。

Article 61 Indeterminate Terms; Supplementary Agreement

If a term such as quality, price or remuneration, or place of performance etc. was not prescribed or

clearly prescribed, after the contract has taken effect, the parties may supplement it

through agreement; if the parties fail to reach a supplementary agreement, such term shall be

determined in accordance with the relevant provisions of the contract or in accordance with the relevant

usage.

第六十二条当事人就有关合同内容约定不明确，依照本法第六十一条的规定仍不能确定的，适用

下列规定：

（一）质量要求不明确的，按照国家标准、行业标准履行；没有国家标准、行业标准的，按照通

常标准或者符合合同目的的特定标准履行。

（二）价款或者报酬不明确的，按照订立合同时履行地的市场价格履行；依法应当执行政府定价

或者政府指导价的，按照规定履行。

（三）履行地点不明确，给付货币的，在接受货币一方所在地履行；交付不动产的，在不动产所

在地履行；其他标的，在履行义务一方所在地履行。

（四）履行期限不明确的，债务人可以随时履行，债权人也可以随时要求履行，但应当给对方必

要的准备时间。

（五）履行方式不明确的，按照有利于实现合同目的的方式履行。

（六）履行费用的负担不明确的，由履行义务一方负担。

Article 62 Gap Filling

Where a relevant term of the contract was not clearly prescribed, and cannot be determined in

accordance with Article 61 hereof, one of the following provisions applies:

(i) If quality requirement was not clearly prescribed, performance shall be in accordance with the state

standard or industry standard; absent any state or industry standard, performance shall be in accordance

with the customary standard or any particular standard consistent with the purpose of the contract;

(ii) If price or remuneration was not clearly prescribed, performance shall be in accordance with the

prevailing market price at the place of performance at the time the contract was concluded, and if

adoption of a price mandated by the government or based on government issued pricing guidelines is

required by law, such requirement applies;

(iii) Where the place of performance was not clearly prescribed, if the obligation is payment of money,

performance shall be at the place where the payee is located; if the obligation is delivery of immovable

property, performance shall be at the place where the immovable property is located; for any other

subject matter, performance shall be at the place where the obligor is located;

(iv) If the time of performance was not clearly prescribed, the obligor may perform, and the obligee

may require performance, at any time, provided that the other party shall be given the time required for

preparation;

(v) If the method of performance was not clearly prescribed, performance shall be rendered in a manner

which is conducive to realizing the purpose of the contract;

(vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor

shall bear the expenses.

第六十三条执行政府定价或者政府指导价的，在合同约定的交付期限内政府价格调整时，按照交

付时的价格计价。逾期交付标的物的，遇价格上涨时，按照原价格执行；价格下降时，按照新价

格执行。逾期提取标的物或者逾期付款的，遇价格上涨时，按照新价格执行；价格下降时，按照

原价格执行。

Article 63 Performance at Government Mandated Price

Where a contract is to be implemented at a price mandated by the government or based on government

issued pricing guidelines, if the government adjusts the price during the prescribed period of delivery,

the contract price shall be the price at the time of delivery. Where a party delays in delivering the

subject matter, the original price applies if the price has increased, and the new price applies if the price

has decreased. Where a party delays in taking delivery or making payment, the new price applies if the

price has increased, and the original price applies if the price has decreased.

中国合同法（三）

CONTRACT LAW OF THE PEOPLES REPUBLIC OF CHINA （三）

2009-06-04

Upon arrival of the cargo, if the carrier knows of the consignee, it shall timely notify the consignee, who

shall timely take delivery. Where the consignee delays in taking delivery, it shall pay expenses such as

safekeeping fee, etc. to the carrier.

Article 310 Inspection by Consignee; Effect of Failure to Inspect

Upon taking delivery of the cargo, the consignee shall inspect the cargo at the prescribed time. Where the

time for inspection was not prescribed or clearly prescribed, and cannot be determined in accordance

with Article 61 hereof, the consignee shall inspect the cargo within a reasonable time. The consignees

failure to raise any objection concerning the quantity of, or any damage to, the cargo within the

concerning each segment, provided that the obligations of the multi-modal carriage operator with respect

to the entire course of carriage are not affected by any such agreement.

Article 319 Multi-modal Carriage Document

Upon receipt of the cargo delivered by the consignor, the multi-modal carriage operator shall issue

thereto a multi-modal carriage document. The multi-modal carriage document may either be assignable

or non-assignable as required by the consignor.

Article 320 Consignors Liability Notwithstanding Assignment of Document

Where a royalty payment method is prescribed, the royalty may be calculated as a percentage of the

product price, any increase in product value resulting from exploitation of the patent or use of the

technical secret, profit, or product sales, and may also be calculated by any other method prescribed by

the parties. The royalty rate may be fixed or subject to annual increase or decrease.

Where a royalty payment is prescribed, the parties shall prescribe in the contract a method for inspection

of the relevant accounting books.

Article 326 Employee-developed Technology; Definition

development, it shall be liable for breach of contract.

Article 335 Obligations of Parties in Cooperative Development

Parties to a cooperative development contract shall, in accordance with the contract, make investment,

including investment in the form of technology; participate in the development by performing their

respective tasks; and cooperate with each other in the development.

Article 336 Breach of Cooperative Contract

Where a party to a cooperative development contract breached the contract, thereby causing stoppage,

delay or failure of the development, it shall be liable for breach of contract.

Article 337 Termination of Contract in Case Technology Becomes Public

application right, transfer of technical secrets, and patent licensing.

A technology transfer contract shall be in writing.

Article 343 Limit on Scope of Implementation May Not Restrict Competition

A technology transfer contract may set forth the scope of exploitation of the patent or the use of the

technical secret by the transferor and the transferee, provided that it may not restrict technological

competition and technological development.

Article 344 Term of Patent Licensing Contract May Not Exceed Patent Term

A patent licensing contract is only valid during the term of the patent. Where the term of the patent

expires or the patent is invalidated, the patentee may not enter into a patent licensing contract with any

other person in respect thereof.

Where the exploitation of the patent or the use of the technical secret by the transferee in accordance

with the contract infringes on the lawful interests of any other person, the liability shall be borne by the

transferor, except otherwise agreed by the parties.

Article 354 Sharing of Improvement

rendered non-conforming performance, thereby impairing the progress and quality of the work, or failed

to accept or delayed in accepting the work product, it may not claim refund of the remuneration paid, and

shall pay any unpaid remuneration.

Where the service provider under a technical service contract failed to complete services in accordance

with the contract, it shall be liable for breach of contract by way of forgoing the remuneration, etc.

Article 363 Ownership of New Technology in Connection with Technical Consulting/Service Contract

In the course of performing a technical consulting contract or a technical service contract, any new

technology developed by the consultant or service provider utilizing the technical materials and working

conditions provided by the client belongs to the consultant or service provider. Any new technology

developed by the client utilizing the work product provided by the consultant or service provider belongs

to the client. However, if the parties agree otherwise in the contract, such provision prevails.

Where a third person has initiated a suit against the depository or has applied for attachment of the

deposit, the depository shall timely notify the depositor.

Article 374 Depository Liable in Case of Damage or Loss; Exception

If the deposit was damaged or lost due to improper safekeeping by the depository during the deposit

period, the depository shall be liable for damages, provided that if the safekeeping is gratuitous, and the

depository has established that it was without gross negligence, it is not liable for damages.

Article 375 Depositors Obligation to Declare Valuable Deposit

Where the depositor is to deposit money, securities, or any other valuable item for safekeeping, it shall

make a declaration to the depository on such item, which shall be inspected or sealed by the depository.

shall timely notify the depositor. After inspection and acceptance by the warehouser, if any

non-compliance in respect of the type, quantity or quality of the goods occurs, the warehouser shall be

liable for damages.

Article 385 Warehouse Receipt

Upon the depositors delivery of the goods, the warehouser shall issue thereto a warehouse receipt.

Article 386 Contents of Warehouse Receipt

the warehouser, it shall be liable for damages.

If the goods deteriorated or were damaged due to their nature, non-conforming packing method, or

storage beyond their shelf-life, the warehouser is not liable for damages.

Article 395 Provisions Governing Safekeeping Contracts Applicable

A matter not provided for in this Chapter shall be governed by the relevant provision applicable to

safekeeping contracts

itself of any defense it has against the agent. Where the third person selects the principal as the other

party to the contract, the principal may avail itself of any defense it has against the agent as well as any

defense the agent has against the third person.

Article 404 Property Acquired by Agent

Any property acquired by the agent in the course of handling the entrusted affair shall be turned over to

the principal.

Article 405 Remuneration to Agent

name for the trustor, and the trustor pays the remuneration.

Article 415 Expenses Borne by Trustee-trader

The expenses incurred by the trustee-trader in the course of handling the entrusted affair shall be borne

Chapter Twenty Three Brokerage Contracts

Article 424 Definition of Brokerage Contract

A brokerage contract is a contract whereby the broker presents to the client an opportunity for entering

into a contract or provides the client with intermediary services in connection with the conclusion

thereof, and the client pays the remuneration.

Article 425 Brokers Obligation to Provide True Information

The broker shall provide true information concerning matters relevant to the conclusion of the proposed

contract.

Where the broker intentionally concealed any material fact or provided false information in connection

with the conclusion of the proposed contract, thereby harming the clients interests, it may not require

payment of any remuneration and shall be liable for damages.

Article 426 Broker Entitled to Remuneration

Once the broker facilitated the formation of the proposed contract, the client shall pay the remuneration

in accordance with the brokerage contract. Where remuneration to the broker was not prescribed or

clearly prescribed, and cannot be determined in accordance with Article 61 hereof, it shall be reasonably

fixed in light of the amount of labor expended by the broker. Where the broker facilitated the formation

of the proposed contract by providing intermediary services in connection therewith, the remuneration

paid to the broker shall be equally borne by parties thereto.

Where the broker facilitated the formation of the proposed contract, the brokerage expenses shall be

borne by itself.

Article 427 Broker Entitled to Reimbursement in Case of Failure to Conclude Proposed Contract

人另有约定的除外。

承揽人将其承揽的主要工作交由第三人完成的，应当就该第三人完成的工作成果

向定作人负责；未经定作人同意的，定作人也可以解除合同。

第二百五十四条承揽人可以将其承揽的辅助工作交由第三人完成。承揽人将其承

揽的辅助工作交由第三人完成的，应当就该第三人完成的工作成果向定作人负责。

第二百五十五条承揽人提供材料的，承揽人应当按照约定选用材料，并接受定作

人检验。

第二百五十六条定作人提供材料的，定作人应当按照约定提供材料。承揽人对定

作人提供的材料，应当及时检验，发现不符合约定时，应当及时通知定作人更换、补

齐或者采取其他补救措施。

承揽人不得擅自更换定作人提供的材料，不得更换不需要修理的零部件。

第二百五十七条承揽人发现定作人提供的图纸或者技术要求不合理的，应当及时

通知定作人。因定作人怠于答复等原因造成承揽人损失的，应当赔偿损失。

第二百五十八条定作人中途变更承揽工作的要求，造成承揽人损失的，应当赔偿

损失。

第二百五十九条承揽工作需要定作人协助的，定作人有协助的义务。定作人不履

行协助义务致使承揽工作不能完成的，承揽人可以催告定作人在合理期限内履行义务

，并可以顺延履行期限；定作人逾期不履行的，承揽人可以解除合同。

第二百六十条承揽人在工作期间，应当接受定作人必要的监督检验。定作人不得

因监督检验妨碍承揽人的正常工作。

第二百六十一条承揽人完成工作的，应当向定作人交付工作成果，并提交必要的

技术资料和有关质量证明。定作人应当验收该工作成果。

第二百六十二条承揽人交付的工作成果不符合质量要求的，定作人可以要求承揽

将其承包的全部建设工程肢解以后以分包的名义分别转包给第三人。

禁止承包人将工程分包给不具备相应资质条件的单位。禁止分包单位将其承包的

工程再分包。建设工程主体结构的施工必须由承包人自行完成。

第二百七十三条国家重大建设工程合同，应当按照国家规定的程序和国家批准的

投资计划、可行性研究报告等文件订立。

第二百七十四条勘察、设计合同的内容包括提交有关基础资料和文件（包括概预

算）的期限、质量要求、费用以及其他协作条件等条款。

第二百七十五条施工合同的内容包括工程范围、建设工期、中间交工工程的开工

和竣工时间、工程质量、工程造价、技术资料交付时间、材料和设备供应责任、拨款

和结算、竣工验收、质量保修范围和质量保证期、双方相互协作等条款。

第二百七十六条建设工程实行监理的，发包人应当与监理人采用书面形式订立委

托监理合同。发包人与监理人的权利和义务以及法律责任，应当依照本法委托合同以

及其他有关法律、行政法规的规定。

第二百七十七条发包人在不妨碍承包人正常作业的情况下，可以随时对作业进度

、质量进行检查。

第二百七十八条隐蔽工程在隐蔽以前，承包人应当通知发包人检查。发包人没有

及时检查的，承包人可以顺延工程日期，并有权要求赔偿停工、窝工等损失。

第二百七十九条建设工程竣工后，发包人应当根据施工图纸及说明书、国家颁发

的施工验收规范和质量检验标准及时进行验收。验收合格的，发包人应当按照约定支

付价款，并接收该建设工程。

建设工程竣工经验收合格后，方可交付使用；未经验收或者验收不合格的，不得

交付使用。

第二百八十条勘察、设计的质量不符合要求或者未按照期限提交勘察、设计文件

拖延工期，造成发包人损失的，勘察人、设计人应当继续完善勘察、设计，减收或者

免收勘察、设计费并赔偿损失。

第二百八十八条运输合同是承运人将旅客或者货物从起运地点运输到约定地点，

旅客、托运人或者收货人支付票款或者运输费用的合同。

第二百八十九条从事公共运输的承运人不得拒绝旅客、托运人通常、合理的运输

要求。

第二百九十条承运人应当在约定期间或者合理期间内将旅客、货物安全运输到约

定地点。

第二百九十一条承运人应当按照约定的或者通常的运输路线将旅客、货物运输到

约定地点。

第二百九十二条旅客、托运人或者收货人应当支付票款或者运输费用。承运人未

按照约定路线或者通常路线运输增加票款或者运输费用的，旅客、托运人或者收货人

可以拒绝支付增加部分的票款或者运输费用。

第二节 客运合同

第二百九十三条客运合同自承运人向旅客交付客票时成立，但当事人另有约定或

者另有交易习惯的除外。

第二百九十四条旅客应当持有效客票乘运。旅客无票乘运、超程乘运、越级乘运

第三节 货运合同

第三百零四条托运人办理货物运输，应当向承运人准确表明收货人的名称或者姓

名或者凭指示的收货人，货物的名称、性质、重量、数量，收货地点等有关货物运输

的必要情况。

因托运人申报不实或者遗漏重要情况，造成承运人损失的，托运人应当承担损害

赔偿责任。

第三百零五条货物运输需要办理审批、检验等手续的，托运人应当将办理完有关

手续的文件提交承运人。

第三百零六条托运人应当按照约定的方式包装货物。对包装方式没有约定或者约

定不明确的，适用本法第一百五十六条的规定。

托运人违反前款规定的，承运人可以拒绝运输。

第三百零七条托运人托运易燃、易爆、有毒、有腐蚀性、有放射性等危险物品的

，应当按照国家有关危险物品运输的规定对危险物品妥善包装，作出危险物标志和标

签，并将有关危险物品的名称、性质和防范措施的书面材料提交承运人。

托运人违反前款规定的，承运人可以拒绝运输，也可以采取相应措施以避免损失

的发生，因此产生的费用由托运人承担。

第三百零八条在承运人将货物交付收货人之前，托运人可以要求承运人中止运输

、返还货物、变更到达地或者将货物交给其他收货人，但应当赔偿承运人因此受到的

损失。

第三百零九条货物运输到达后，承运人知道收货人的，应当及时通知收货人，收

货人应当及时提货。收货人逾期提货的，应当向承运人支付保管费等费用。

第三百一十七条多式联运经营人负责履行或者组织履行多式联运合同，对全程运

输享有承运人的权利，承担承运人的义务。

第三百一十八条多式联运经营人可以与参加多式联运的各区段承运人就多式联运

合同的各区段运输约定相互之间的责任，但该约定不影响多式联运经营人对全程运输

承担的义务。

第三百一十九条多式联运经营人收到托运人交付的货物时，应当签发多式联运单

据。按照托运人的要求，多式联运单据可以是可转让单据，也可以是不可转让单据。

第三百二十条因托运人托运货物时的过错造成多式联运经营人损失的，即使托运

人已经转让多式联运单据，托运人仍然应当承担损害赔偿责任。

第三百二十一条货物的毁损、灭失发生于多式联运的某一运输区段的，多式联运

经营人的赔偿责任和责任限额，适用调整该区段运输方式的有关法律规定。货物毁损

、灭失发生的运输区段不能确定的，依照本章规定承担损害赔偿责任。

第十八章 技术合同

第一节 一般规定

第三百二十二条技术合同是当事人就技术开发、转让、咨询或者服务订立的确立

约定提成支付的，当事人应当在合同中约定查阅有关会计帐目的办法。

第三百二十六条职务技术成果的使用权、转让权属于法人或者其他组织的，法人

或者其他组织可以就该项职务技术成果订立技术合同。法人或者其他组织应当从使用

和转让该项职务技术成果所取得的收益中提取一定比例，对完成该项职务技术成果的

个人给予奖励或者报酬。法人或者其他组织订立技术合同转让职务技术成果时，职务

技术成果的完成人享有以同等条件优先受让的权利。

职务技术成果是执行法人或者其他组织的工作任务，或者主要是利用法人或者其

他组织的物质技术条件所完成的技术成果。

第三百二十七条非职务技术成果的使用权、转让权属于完成技术成果的个人，完

成技术成果的个人可以就该项非职务技术成果订立技术合同。

第三百二十八条完成技术成果的个人有在有关技术成果文件上写明自己是技术成

果完成者的权利和取得荣誉证书、奖励的权利。

第三百二十九条非法垄断技术、妨碍技术进步或者侵害他人技术成果的技术合同

无效。

第二节 技术开发合同

第三百三十条技术开发合同是指当事人之间就新技术、新产品、新工艺或者新材

研究开发人转让专利申请权的，委托人享有以同等条件优先受让的权利。

第三百四十条合作开发完成的发明创造，除当事人另有约定的以外，申请专利的

权利属于合作开发的当事人共有。当事人一方转让其共有的专利申请权的，其他各方

享有以同等条件优先受让的权利。

合作开发的当事人一方声明放弃其共有的专利申请权的，可以由另一方单独申请

或者由其他各方共同申请。申请人取得专利权的，放弃专利申请权的一方可以免费实

施该专利。

合作开发的当事人一方不同意申请专利的，另一方或者其他各方不得申请专利。

第三百四十一条委托开发或者合作开发完成的技术秘密成果的使用权、转让权以

及利益的分配办法，由当事人约定。没有约定或者约定不明确，依照本法第六十一条

的规定仍不能确定的，当事人均有使用和转让的权利，但委托开发的研究开发人不得

在向委托人交付研究开发成果之前，将研究开发成果转让给第三人。

第三节 技术转让合同

第三百四十二条技术转让合同包括专利权转让、专利申请权转让、技术秘密转让

第三百五十四条当事人可以按照互利的原则，在技术转让合同中约定实施专利、

使用技术秘密后续改进的技术成果的分享办法。没有约定或者约定不明确，依照本法

第六十一条的规定仍不能确定的，一方后续改进的技术成果，其他各方无权分享。

第三百五十五条法律、行政法规对技术进出口合同或者专利、专利申请合同另有

规定的，依照其规定。

第四节 技术咨询合同和技术服务合同

第三百五十六条技术咨询合同包括就特定技术项目提供可行性论证、技术预测、

专题技术调查、分析评价报告等合同。

技术服务合同是指当事人一方以技术知识为另一方解决特定技术问题所订立的合

同，不包括建设工程合同和承揽合同。

第三百五十七条技术咨询合同的委托人应当按照约定阐明咨询的问题，提供技术

背景材料及有关技术资料、数据；接受受托人的工作成果，支付报酬。

第三百五十八条技术咨询合同的受托人应当按照约定的期限完成咨询报告或者解

答问题；提出的咨询报告应当达到约定的要求。

第三百五十九条技术咨询合同的委托人未按照约定提供必要的资料和数据，影响

工作进度和质量，不接受或者逾期接受工作成果的，支付的报酬不得追回，未支付的

报酬应当支付。

技术咨询合同的受托人未按期提出咨询报告或者提出的咨询报告不符合约定的，

应当承担减收或者免收报酬等违约责任。

技术咨询合同的委托人按照受托人符合约定要求的咨询报告和意见作出决策所造

成的损失，由委托人承担，但当事人另有约定的除外。

第三百六十条技术服务合同的委托人应当按照约定提供工作条件，完成配合事项

有交易习惯的除外。

第三百六十九条保管人应当妥善保管保管物。

当事人可以约定保管场所或者方法。除紧急情况或者为了维护寄存人利益的以外

，不得擅自改变保管场所或者方法。

第三百七十条寄存人交付的保管物有瑕疵或者按照保管物的性质需要采取特殊保

管措施的，寄存人应当将有关情况告知保管人。寄存人未告知，致使保管物受损失的

，保管人不承担损害赔偿责任；保管人因此受损失的，除保管人知道或者应当知道并

且未采取补救措施的以外，寄存人应当承担损害赔偿责任。

第三百七十一条保管人不得将保管物转交第三人保管，但当事人另有约定的除外

。

保管人违反前款规定，将保管物转交第三人保管，对保管物造成损失的，应当承

担损害赔偿责任。

第三百七十二条保管人不得使用或者许可第三人使用保管物，但当事人另有约定

的除外。

第三百七十三条第三人对保管物主张权利的，除依法对保管物采取保全或者执行

的以外，保管人应当履行向寄存人返还保管物的义务。

第三人对保管人提起诉讼或者对保管物申请扣押的，保管人应当及时通知寄存人

。

第三百七十四条保管期间，因保管人保管不善造成保管物毁损、灭失的，保管人

应当承担损害赔偿责任，但保管是无偿的，保管人证明自己没有重大过失的，不承担

损害赔偿责任。

第三百七十五条寄存人寄存货币、有价证券或者其他贵重物品的，应当向保管人

声明，由保管人验收或者封存。寄存人未声明的，该物品毁损、灭失后，保管人可以

按照一般物品予以赔偿。

第三百七十六条寄存人可以随时领取保管物。

入库仓储物与约定不符合的，应当及时通知存货人。保管人验收后，发生仓储物的品

种、数量、质量不符合约定的，保管人应当承担损害赔偿责任。

第三百八十五条存货人交付仓储物的，保管人应当给付仓单。

第三百八十六条保管人应当在仓单上签字或者盖章。仓单包括下列事项：

（一）存货人的名称或者姓名和住所；

（二）仓储物的品种、数量、质量、包装、件数和标记；

（三）仓储物的损耗标准；

（四）储存场所；

（五）储存期间；

（六）仓储费；

（七）仓储物已经办理保险的，其保险金额、期间以及保险人的名称；

（八）填发人、填发地和填发日期。

第三百八十七条仓单是提取仓储物的凭证。存货人或者仓单持有人在仓单上背书

并经保管人签字或者盖章的，可以转让提取仓储物的权利。

第三百八十八条保管人根据存货人或者仓单持有人的要求，应当同意其检查仓储

物或者提取样品。

第三百八十九条保管人对入库仓储物发现有变质或者其他损坏的，应当及时通知

存货人或者仓单持有人。

第三百九十条保管人对入库仓储物发现有变质或者其他损坏，危及其他仓储物的

安全和正常保管的，应当催告存货人或者仓单持有人作出必要的处置。因情况紧急，

保管人可以作出必要的处置，但事后应当将该情况及时通知存货人或者仓单持有人。

第三百九十一条当事人对储存期间没有约定或者约定不明确的，存货人或者仓单

持有人可以随时提取仓储物，保管人也可以随时要求存货人或者仓单持有人提取仓储

物，但应当给予必要的准备时间。

第三百九十二条储存期间届满，存货人或者仓单持有人应当凭仓单提取仓储物。

存货人或者仓单持有人逾期提取的，应当加收仓储费；提前提取的，不减收仓储费。

第三百九十三条储存期间届满，存货人或者仓单持有人不提取仓储物的，保管人

第四百零一条受托人应当按照委托人的要求，报告委托事务的处理情况。委托合

同终止时，受托人应当报告委托事务的结果。

第四百零二条受托人以自己的名义，在委托人的授权范围内与第三人订立的合同

，第三人在订立合同时知道受托人与委托人之间的代理关系的，该合同直接约束委托

人和第三人，但有确切证据证明该合同只约束受托人和第三人的除外。

第四百零三条受托人以自己的名义与第三人订立合同时，第三人不知道受托人与

委托人之间的代理关系的，受托人因第三人的原因对委托人不履行义务，受托人应当

向委托人披露第三人，委托人因此可以行使受托人对第三人的权利，但第三人与受托

人订立合同时如果知道该委托人就不会订立合同的除外。

受托人因委托人的原因对第三人不履行义务，受托人应当向第三人披露委托人，

第三人因此可以选择受托人或者委托人作为相对人主张其权利，但第三人不得变更选

定的相对人。

委托人行使受托人对第三人的权利的，第三人可以向委托人主张其对受托人的抗

辩。第三人选定委托人作为其相对人的，委托人可以向第三人主张其对受托人的抗辩

以及受托人对第三人的抗辩。

第四百零四条受托人处理委托事务取得的财产，应当转交给委托人。

第四百零五条受托人完成委托事务的，委托人应当向其支付报酬。因不可归责于

受托人的事由，委托合同解除或者委托事务不能完成的，委托人应当向受托人支付相

应的报酬。当事人另有约定的，按照其约定。

第四百零六条有偿的委托合同，因受托人的过错给委托人造成损失的，委托人可

以要求赔偿损失。无偿的委托合同，因受托人的故意或者重大过失给委托人造成损失

入的，应当经委托人同意。未经委托人同意，行纪人补偿其差额的，该买卖对委托人

发生效力。

行纪人高于委托人指定的价格卖出或者低于委托人指定的价格买入的，可以按照

约定增加报酬。没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的

，该利益属于委托人。

委托人对价格有特别指示的，行纪人不得违背该指示卖出或者买入。

第四百一十九条行纪人卖出或者买入具有市场定价的商品，除委托人有相反的意

思表示的以外，行纪人自己可以作为买受人或者出卖人。

行纪人有前款规定情形的，仍然可以要求委托人支付报酬。

第四百二十条行纪人按照约定买入委托物，委托人应当及时受领。经行纪人催告

，委托人无正当理由拒绝受领的，行纪人依照本法第一百零一条的规定可以提存委托

物。

委托物不能卖出或者委托人撤回出卖，经行纪人催告，委托人不取回或者不处分

该物的，行纪人依照本法第一百零一条的规定可以提存委托物。

第四百二十一条行纪人与第三人订立合同的，行纪人对该合同直接享有权利、承

担义务。

第三人不履行义务致使委托人受到损害的，行纪人应当承担损害赔偿责任，但行

纪人与委托人另有约定的除外。

第四百二十二条行纪人完成或者部分完成委托事务的，委托人应当向其支付相应

的报酬。委托人逾期不支付报酬的，行纪人对委托物享有留置权，但当事人另有约定

的除外。

第四百二十三条本章没有规定的，适用委托合同的有关规定。

第二十三章 居间合同

第四百二十四条居间合同是居间人向委托人报告订立合同的机会或者提供订立合

同的媒介服务，委托人支付报酬的合同。

第四百二十五条居间人应当就有关订立合同的事项向委托人如实报告。

居间人故意隐瞒与订立合同有关的重要事实或者提供虚假情况，损害委托人利益

的，不得要求支付报酬并应当承担损害赔偿责任。

第四百二十六条居间人促成合同成立的，委托人应当按照约定支付报酬。对居间

人的报酬没有约定或者约定不明确，依照本法第六十一条的规定仍不能确定的，根据

居间人的劳务合理确定。因居间人提供订立合同的媒介服务而促成合同成立的，由该

合同的当事人平均负担居间人的报酬。居间人促成合同成立的，居间活动的费用，由居间人负担。

中国继承法（英文版）

LAW OF SUCCESSION OF THE PEOPLES REPUBLIC OF CHINA

2009-11-19

Important Notice:

This English document is coming from LAWS AND REGULATIONS OF THE

PEOPLES REPUBLIC OF CHINA GOVERNING FOREIGN-RELATED MATTERS (1991.7)

which is compiled by the Brueau of Legislative Affairs of the State

Council of the Peoples Republic of China, and is published by the China

Legal System Publishing House.

In case of discrepancy, the original version in Chinese shall prevail.

Whole Document

LAW OF SUCCESSION OF THE PEOPLES REPUBLIC OF CHINA

(Adopted at the Third Session of the Sixth National Peoples

Congress, promulgated by Order No. 24 of the President of the Peoples

Republic of China on April 10, 1985, and effective as of October 1, 1985)

Contents

Chapter I General Provisions

Chapter II Statutory Succession

Chapter III Testamentary Succession and Legacy

Chapter IV Disposition of the Estate

Chapter V Supplementary Provisions

Chapter I General Provisions

Article 1

This Law is enacted pursuant to the provisions of the Constitution of the

Peoples Republic of China with a view to protecting the right of citizens

to inherit private property.

Article 2

Succession begins at the death of a citizen.

Article 3

Estate denotes the lawful property owned by a citizen personally at the

time of his death, which consists of:

(1) his income;

(2) his houses, savings and articles of everyday use;

(3) his forest trees, livestock and poultry;

(4) his cultural objects, books and reference materials;

(5) means of production lawfully owned by him;

(6) his property rights pertaining to copyright and patent rights; and (7)

his other lawful property.

Article 4

Personal benefits accruing from a contract entered into by an individual

are heritable in accordance with the provisions of this Law. Contracting

by an individual, if permitted by law to be continued by the successor,

shall be treated in accordance with the terms of the contract.

Article 5

Succession shall, after its opening, be handled in accordance with the

provisions of statutory succession; where a will exists, it shall be

handled in accordance with testamentary succession or as legacy; where

there is an agreement for legacy in return for support, the former shall

be handled in accordance with the terms of the agreement.

Article 6

The right to inheritance or legacy of a competent person shall be

exercised on his behalf by his statutory agent.

The right to inheritance or legacy of a person with limited capacity shall

be exercised on his behalf by his statutory agent or by such person

himself after obtaining the consent of his statutory agent.

Article 7

A successor shall be disinherited upon his commission of any one of the

following acts:

(1) intentional killing of the decedent;

(2) killing any other successor in fighting over the estate;

(3) a serious act of abandoning or maltreating the decedent; or

(4) a serious act of forging, tampering with or destroying the will.

Article 8

The time limit for institution of legal proceedings pertaining to disputes

over the right to inheritance is two years, counting from the day the

successor became or should have become aware of the violation of his right

to inheritance. No legal proceedings, however, may be instituted after the

expiration of a period of 20 years from the day succession began.

Chapter II Statutory Succession

Article 9

Males and females are equal in their right to inheritance.

Article 10

The estate of the decedent shall be inherited in the following order:

First in order: spouse, children, parents.

Second in order: brothers and sisters, paternal grandparents, maternal

grandparents. When succession opens, the successor(s) first in order

shall inherit to the exclusion of the successor(s) second in order. The

successor(s) second in order shall inherit in default of any successor

first in order.

The children referred to in this Law include legitimate children,

illegitimate children and adopted children, as well as step-children who

supported or were supported by the decedent.

The parents referred to in this Law include natural parents and adoptive

parents, as well as step-parents who supported or were supported by the

decedent.

The brothers and sisters referred to in this Law include blood brothers

and sisters, brothers and sisters of half blood, adopted brothers and

sisters, as well as step-brothers and step-sisters who supported or were

supported by the decedent.

Article 11

Where a decedent survived his child, the direct lineal descendants of the

predeceased child inherit in subrogation. Descendants who inherit in

subrogation generally shall take only the share of the estate their father

or mother was entitled to.

Article 12

Widowed daughters-in-law or sons-in-law who have made the predominant

contributions in maintaining their parents-in-law shall, in relationship

to their parents-in-law, be regarded as successors first in order.

Article 13

Successors same in order shall, in general, inherit in equal shares.

At the time of distributing the estate, due consideration shall be given

to successors who are unable to work and have special financial

difficulties.

At the time of distributing the estate, successors who have made the

predominant contributions in maintaining the decedent or have lived with

the decedent may be given a larger share.

At the time of distributing the estate, successors who had the ability and

were in a position to maintain the decedent but failed to fulfil their

duties shall be given no share or a smaller share of the estate.

Successors may take unequal shares if an agreement to that effect is

reached among them.

Article 14

An appropriate share of the estate may be given to a person, other than a

successor, who depended on the support of the decedent and who neither can

work nor has a source of income, or to a person, other than a successor,

who was largely responsible for supporting the decedent.

Article 15

Questions pertaining to succession should be dealt with through

consultation by and among the successors in the spirit of mutual

understanding and mutual accommodation, as well as of amity and unity. The

time and mode for partitioning the estate and the shares shall be decided

by the successors through consultation. If no agreement is reached through

consultation, they may apply to a Peoples Mediation Committee for

mediation or institute legal proceedings in a peoples court.

Chapter III Testamentary Succession and Legacy

Article 16

A citizen may, by means of a will made in accordance with the provisions

of this Law, dispose of the property he owns and may appoint a

testamentary executor for the purpose. A citizen may, by making a will,

designate one or more of the statutory successors to inherit his personal

property.

A citizen may, by making a will, donate his personal property to the state

or a collective, or bequeath it to persons other than the statutory

successors.

Article 17

A notarial will is one made by a testator through a notary agency.

A testator-written will is one made in the testators own handwriting and

signed by him, specifying the date of its making.

A will written on behalf of the testator shall be witnessed by two or more

witnesses, of whom one writes the will, dates it and signs it along with

the other witness or witnesses and with the testator.

A will made in the form of a sound-recording shall be witnessed by two or

more witnesses.

A testator may, in an emergency situation, make a nuncupative will, which

shall be witnessed by two or more witnesses. When the emergency situation

is over and if the testator is able to make a will in writing or in the

form of a sound-recording, the nuncupative will he has made shall be

invalidated.

Article 18

None of the following persons shall act as a witness of a will:

(1) persons with no capacity or with limited capacity;

(2) successors and legatees; or

(3) persons whose interests are related to those of the successors and

legatees.

Article 19

Reservation of a necessary portion of an estate shall be made in a will

for a successor who neither can work nor has a source of income.

Article 20

A testator may revoke or alter a will he previously made.

Where several wills that have been made conflict with one another in

content, the last one shall prevail.

A notarial will may not be revoked or altered by a testator-written will,

a will written on behalf of the testator, a will in the form of a sound-

recording or a nuncupative will.

Article 21

Where there are obligations attached to testamentary succession or legacy,

the successor or legatee shall perform them. Anyone who fails to perform

the obligations without proper reasons may, upon request by a relevant

organization or individual, entail nullification of his right to

inheritance by a peoples court.

Article 22

Wills made by persons with no capacity or with limited capacity shall be

void. Wills shall manifest the genuine intention of the testators; those

made under duress or as a result of fraud shall be void.

Forged wills shall be void.

Where a will has been tampered with, the affected parts of it shall be

void.

Chapter IV Disposition of the Estate

Article 23

After the opening of succession, a successor who has knowledge of the

death should promptly notify the other successors and the testamentary

executor. If one of the successors knows about the death or if there is no

way to make the notification, the organization to which the decedent

belonged before his death or the residents committee or villagers

committee at his place of residence shall make the notification.

Article 24

Anyone who has in his possession the property of the decedent shall take

good care of such property and no one is allowed to misappropriate it or

contend for it.

Article 25

A successor who, after the opening of succession, disclaims inheritance

should make known his decision before the disposition of the estate. In

the absence of such an indication, he is deemed to have accepted the

inheritance.

A legatee should, within two months from the time he learns of the legacy,

make known whether he accepts it or disclaims it. In the absence of such

an indication within the specified period, he is deemed to have disclaimed

the legacy.

Article 26

If a decedents estate is partitioned, half of the joint property acquired

by the spouses in the course of their matrimonial life shall, unless

otherwise agreed upon, be first allotted to the surviving spouse as his or

her own property; the remainder shall constitute the decedents estate.

If the decedents estate is a component part of the common property of his

family, that portion of the property belonging to the other members of the

family shall first be separated at the time of the partitioning of the

decedents estate.

Article 27

Under any of the following circumstances, the part of the estate affected

shall be dealt with in accordance with statutory succession:

(1) where inheritance is disclaimed by a testamentary successor or the

legacy is disclaimed by a legatee;

(2) where a testamentary successor is disinherited;

(3) where a testamentary successor or legatee predeceases the testator;

(4) where an invalidated portion of the will involves part of the estate;

or

(5) where no disposition is made under the will for part of the estate.

Article 28

At the time of the partitioning of the estate, reservation shall be made

for the share of an unborn child. The share reserved shall, if the baby is

stillborn, be dealt with in accordance with statutory succession.

Article 29

The partitioning of a decedents estate shall be conducted in a way

beneficial to the requirements of production and livelihood; it shall not

diminish the usefulness of the estate.

If the estate is unsuitable for partitioning, it may be disposed of by

such means as price evaluation, appropriate compensation or co-ownership.

Article 30

A surviving spouse who remarries is entitled to dispose of the property he

or she has inherited, subject to no interference by any other person.

Article 31

A citizen may enter into a legacy-support agreement with a person who, in

accordance with the agreement, assumes the duty to support the former in

his or her lifetime and attends to his or her interment after death, in

return for the right to legacy. A citizen may enter into a legacy-support

agreement with an organization under collective ownership which, in

accordance with the agreement, assumes the duty to support the former in

his or her lifetime and attends to his or her interment after death, in

return for the right to legacy.

Article 32

An estate which is left with neither a successor nor a legatee shall

belong to the state or, where the decedent was a member of an organization

under collective ownership before his or her death, to such an

organization.

Article 33

The successor to an estate shall pay all taxes and debts payable by the

decedent according to law, up to the actual value of such estate, unless

the successor pays voluntarily in excess of the limit.

The successor who disclaims inheritance assumes no responsibility for the

payment of taxes and debts payable by the decedent according to law.

Article 34

The carrying out of a legacy shall not affect the payment of taxes and

debts payable by the legator according to law.

Chapter V Supplementary Provisions

Article 35

The peoples congress of a national autonomous area may, in accordance

with the principles of this Law and the actual practices of the local

nationality or nationalities with regard to property inheritance, enact

adaptive or supplementary provisions. Provisions made by autonomous

regions shall be reported to the Standing Committee of the National

Peoples Congress for the record. Provisions made by autonomous

prefectures or autonomous counties shall become effective after being

reported to and approved by the standing committee of the peoples

congress of the relevant province or autonomous region and shall be

reported to the Standing Committee of the National Peoples Congress for

the record.

Article 36

For inheritance by a Chinese citizen of an estate outside the Peoples

Republic of China or of an estate of a foreigner within the Peoples

Republic of China, the law of the place of domicile of the decedent shall

apply in the case of movable property; in the case of immovable property,

the law of the place where the property is located shall apply. For

inheritance by a foreigner of an estate within the Peoples Republic of

China or of an estate of a Chinese citizen outside the Peoples Republic

of China, the law of the place of domicile of the decedent shall apply in

the case of movable property; in the case of immovable property, the law

of the place where the property is located shall apply. Where treaties or

agreements exist between the Peoples Republic of China and foreign

countries, matters of inheritance shall be handled in accordance with such

treaties or agreements.

Article 37

This Law shall go into effect as of October 1, 1985.

中国继承法（英文版）

中华人民共和国继承法

2009-11-19

中华人民共和国主席令（六届第24号）

《中华人民共和国继承法》已由中华人民共和国第六届全国人民代表大会第三次会议于1985年4

月10日通过，现予公布，自1985年10月1日起施行。

中华人民共和国主席 李先念

1985年4月10日

中华人民共和国继承法

（1985年4月10日第六届全国人民代表大会第三次会议通过 1985年4月10日中华人民共和国主

席令第二十四号公布 自1985年10月1日起施行）

第一章 总 则

第一条 根据《中华人民共和国宪法》规定，为保护公民的私有财产的继承权，制定本法。

第二条 继承从被继承人死亡时开始。

第三条 遗产是公民死亡时遗留的个人合法财产，包括：

（一）公民的收入；

（二）公民的房屋、储蓄和生活用品；

（三）公民的林木、牲畜和家禽；

（四）公民的文物、图书资料；

（五）法律允许公民所有的生产资料；

（六）公民的著作权、专利权中的财产权利；

（七）公民的其他合法财产。

第四条 个人承包应得的个人收益，依照本法规定继承。个人承包，依照法律允许由继承人继续

承包的，按照承包合同办理。

第五条 继承开始后，按照法定继承办理；有遗嘱的，按照遗嘱继承或者遗赠办理；有遗赠扶养

协议的，按照协议办理。

第六条 无行为能力人的继承权、受遗赠权，由他的法定代理人代为行使。

限制行为能力人的继承权、受遗赠权，由他的法定代理人代为行使，或者征得法定代理人同意

后行使。

第七条 继承人有下列行为之一的，丧失继承权：

（一）故意杀害被继承人的；

（二）为争夺遗产而杀害其他继承人的；

（三）遗弃被继承人的，或者虐待被继承人情节严重的；

（四）伪造、篡改或者销毁遗嘱，情节严重的。

第八条 继承权纠纷提起诉讼的期限为二年，自继承人知道或者应当知道其权利被侵犯之日起计

算。但是，自继承开始之日起超过二十年的，不得再提起诉讼。

第二章 法定继承

第九条 继承权男女平等。

第十条 遗产按照下列顺序继承：

第一顺序：配偶、子女、父母。

第二顺序：兄弟姐妹、祖父母、外祖父母。

继承开始后，由第一顺序继承人继承，第二顺序继承人不继承。没有第一顺序继承人继承的，

由第二顺序继承人继承。

本法所说的子女，包括婚生子女、非婚生子女、养子女和有扶养关系的继子女。

本法所说的父母，包括生父母、养父母和有扶养关系的继父母。

本法所说的兄弟姐妹，包括同父母的兄弟姐妹、同父异母或者同母异父的兄弟姐妹、养兄弟姐

妹、有扶养关系的继兄弟姐妹。

第十一条 被继承人的子女先于被继承人死亡的，由被继承人的子女的晚辈直系血亲代位继承。

代位继承人一般只能继承他的父亲或者母亲有权继承的遗产份额。

第十二条 丧偶儿媳对公、婆，丧偶女婿对岳父、岳母，尽了主要赡养义务的，作为第一顺序继

承人。

第十三条 同一顺序继承人继承遗产的份额，一般应当均等。

对生活有特殊困难的缺乏劳动能力的继承人，分配遗产时，应当予以照顾。

对被继承人尽了主要扶养义务或者与被继承人共同生活的继承人，分配遗产时，可以多分。

有扶养能力和有扶养条件的继承人，不尽扶养义务的，分配遗产时，应当不分或者少分。

继承人协商同意的，也可以不均等。

第十四条 对继承人以外的依靠被继承人扶养的缺乏劳动能力又没有生活来源的人，或者继承人

以外的对被继承人扶养较多的人，可以分给他们适当的遗产。

第十五条 继承人应当本着互谅互让、和睦团结的精神，协商处理继承问题。遗产分割的时间、

办法和份额，由继承人协商确定。协商不成的，可以由人民调解委员会调解或者向人民法院提

起诉讼。

第三章 遗嘱继承和遗赠

第十六条 公民可以依照本法规定立遗嘱处分个人财产，并可以指定遗嘱执行人。

公民可以立遗嘱将个人财产指定由法定继承人的一人或者数人继承。

公民可以立遗嘱将个人财产赠给国家、集体或者法定继承人以外的人。

第十七条 公证遗嘱由遗嘱人经公证机关办理。

自书遗嘱由遗嘱人亲笔书写，签名，注明年、月、日。

代书遗嘱应当有两个以上见证人在场见证，由其中一人代书，注明年、月、日，并由代书人、

其他见证人和遗嘱人签名。

以录音形式立的遗嘱，应当有两个以上见证人在场见证。

遗嘱人在危急情况下，可以立口头遗嘱。口头遗嘱应当有两个以上见证人在场见证。危急情况

解除后，遗嘱人能够用书面或者录音形式立遗嘱的，所立的口头遗嘱无效。

第十八条 下列人员不能作为遗嘱见证人：

（一）无行为能力人、限制行为能力人；

（二）继承人、受遗赠人；

（三）与继承人、受遗赠人有利害关系的人。

第十九条 遗嘱应当对缺乏劳动能力又没有生活来源的继承人保留必要的遗产份额。

第二十条 遗嘱人可以撤销、变更自己所立的遗嘱。

立有数份遗嘱，内容相抵触的，以最后的遗嘱为准。

第二十三条 继承开始后，知道被继承人死亡的继承人应当及时通知其他继承人和遗嘱执行人。

继承人中无人知道被继承人死亡或者知道被继承人死亡而不能通知的，由被继承人生前所在单

位或者住所地的居民委员会、村民委员会负责通知。

第二十四条 存有遗产的人，应当妥善保管遗产，任何人不得侵吞或者争抢。

第二十五条 继承开始后，继承人放弃继承的，应当在遗产处理前，作出放弃继承的表示。没有

表示的，视为接受继承。

受遗赠人应当在知道受遗赠后两个月内，作出接受或者放弃受遗赠的表示。到期没有表示的，

视为放弃受遗赠。

第二十六条 夫妻在婚姻关系存续期间所得的共同所有的财产，除有约定的以外，如果分割遗产，

应当先将共同所有的财产的一半分出为配偶所有，其余的为被继承人的遗产。

遗产在家庭共有财产之中的，遗产分割时，应当先分出他人的财产。

第二十七条 有下列情形之一的，遗产中的有关部分按照法定继承办理：

（一）遗嘱继承人放弃继承或者受遗赠人放弃受遗赠的；

（二）遗嘱继承人丧失继承权的；

（三）遗嘱继承人、受遗赠人先于遗嘱人死亡的；

（四）遗嘱无效部分所涉及的遗产；

（五）遗嘱未处分的遗产。

第二十八条 遗产分割时，应当保留胎儿的继承份额。胎儿出生时是死体的，保留的份额按照法

定继承办理。

第二十九条 遗产分割应当有利于生产和生活需要，不损害遗产的效用。

不宜分割的遗产，可以采取折价、适当补偿或者共有等方法处理。

第三十条 夫妻一方死亡后另一方再婚的，有权处分所继承的财产，任何人不得干涉。

第三十一条 公民可以与扶养人签订遗赠扶养协议。按照协议，扶养人承担该公民生养死葬的义

务，享有受遗赠的权利。

公民可以与集体所有制组织签订遗赠扶养协议。按照协议，集体所有制组织承担该公民生养死

葬的义务，享有受遗赠的权利。

第三十二条 无人继承又无人受遗赠的遗产，归国家所有；死者生前是集体所有制组织成员的，

归所在集体所有制组织所有。

第三十三条 继承遗产应当清偿被继承人依法应当缴纳的税款和债务，缴纳税款和清偿债务以他

的遗产实际价值为限。超过遗产实际价值部分，继承人自愿偿还的不在此限。

继承人放弃继承的，对被继承人依法应当缴纳的税款和债务可以不负偿还责任。

第三十四条 执行遗赠不得妨碍清偿遗赠人依法应当缴纳的税款和债务。

第五章 附 则

第三十五条 民族自治地方的人民代表大会可以根据本法的原则，结合当地民族财产继承的具体

中国妇女权益保障法（中英文版）

Law of the Peoples Republic of China on the Protection of Rights and Interests of Women

2009-11-19

第一条为了保障妇女的合法权益，促进男女平等，充分发挥妇女在社会主义现代化建设中的作用，

根据宪法和我国的实际情况，制定本法。

Article 1. In accordance with the Constitution and the actual conditions of the country, this Law is

formulated to protect womens lawful rights and interests, promote the equality between men and women

and allow full play to womens role in socialist modernization.

第二条妇女在政治的、经济的、文化的、社会的和家庭的生活等方面享有与男子平等的权利。

Article 2. Women shall enjoy equal rights with men in all aspects of political, economic, cultural, social

and family life.

国家保护妇女依法享有的特殊权益，逐步完善对妇女的社会保障制度。

The state shall protect the special rights and interests enjoyed by women according to law, and gradually

perfect its social security system with respect to women.

禁止歧视、虐待、残害妇女。

Discrimination against, maltreatment of, or cruel treatment in any manner causing injury even death of

women shall be prohibited.

第三条保障妇女的合法权益是全社会的共同责任。国家机关、社会团体、企业事业单位、城乡基

层群众性自治组织，应当依照本法和有关法律的规定，保障妇女的权益。

Article 3. The protection of womens lawful rights and interests is a common responsibility of the whole

society. State organs, public organizations, enterprises and institutions as well as urban and rural mass

organizations of self-government at the grass-roots level shall, in accordance with the provisions of this

Law and other relevant laws, protect womens rights and interests.

国家采取有效措施，为妇女依法行使权利提供必要的条件。

The state shall take effective measures to provide necessary conditions for women to exercise their rights

according to law.

第四条国务院和省、自治区、直辖市人民政府，采取组织措施，协调有关部门做好妇女权益的保

障工作。具体机构由国务院和省、自治区、直辖市人民政府规定。

Article 4. The State Council and the peoples governments of provinces, autonomous regions and

municipalities directly under the Central Government shall, by taking organizational measures,

coordinate with relevant departments in ensuring the protection of womens rights and interests. The

specific organs shall be designated by the State Council and the peoples governments of provinces,

autonomous regions and municipalities directly under the Central Government.

第五条中华全国妇女联合会和各级妇女联合会代表和维护各族各界妇女的利益，做好保障妇女权

益的工作。

Article 5. The All-China Womens Federation and womens federations at various levels shall represent

and uphold the rights of women of all nationalities and all walks of life, and strive for the protection of

womens rights and interests.

工会、共产主义青年团，应当在各自的工作范围内，做好保障妇女权益的工作。

The trade unions and the Communist Youth League organizations shall also, within the scope of their

respective work, strive for the protection of womens rights and interests.

第六条国家鼓励妇女自尊、自信、自立、自强，运用法律维护自身合法权益。

Article 6. The state shall encourage women to cultivate a sense of self-respect, self-confidence,

self-reliance and self-strengthening, and to safeguard their own lawful rights and interests by utilizing

law.

妇女应当遵守国家法律，尊重社会公德，履行法律所规定的义务。

Women shall abide by the laws of the state, respect social morality and perform their obligations

prescribed by law.

第七条对保障妇女合法权益成绩显著的组织和个人，各级人民政府和有关部门给予表彰和奖励。

Article 7. Peoples governments at various levels and relevant departments shall commend and award the

organizations and individuals that have made notable achievements in the protection of womens lawful

rights and interests.

第二章政治权利

CHAPTER II POLITICAL RIGHTS

第八条国家保障妇女享有与男子平等的政治权利。

Article 8. The state shall guarantee that women enjoy equal political rights with men.

第九条妇女有权通过各种途径和形式，管理国家事务，管理经济和文化事业，管理社会事务。

Article 9. Women have the right to conduct state affairs, manage economic and cultural undertakings and

administer social affairs through various channels and in various ways.

第十条妇女享有与男子平等的选举权和被选举权。

Article 10. Women shall enjoy the equal right, with men, to vote and to stand for election.

全国人民代表大会和地方各级人民代表大会的代表中，应当有适当数量的妇女代表，并逐步提高

妇女代表的比例。

Among deputies to the National Peoples Congress and local peoples congresses at various levels, there

shall be an appropriate number of women deputies, and the proportion thereof shall be raised gradually.

第十一条国家积极培养和选拔女干部。

Article 11. The state shall actively train and select female cadres.

国家机关、社会团体、企业事业单位在任用干部时必须坚持男女平等的原则，重视培养、选拔女

干部担任领导成员。

State organs, public organizations, enterprises and institutions must, in appointing cadres, adhere to the

principle of equality between men and women, and attach importance to the training and selection of

female cadres for leading posts.

国家重视培养和选拔少数民族女干部。

The state shall pay attention to the training and selection of female cadres of minority nationalities.

第十二条各级妇女联合会及其团体会员，可以向国家机关、社会团体、企业事业单位推荐女干部。

Article 12. Womens federations at various levels and their member organizations may recommend

female cadres to state organs, public organizations, enterprises or institutions.

第十三条对于有关保障妇女权益的批评或者合理建议，有关部门应当听取和采纳；对于有关侵害

妇女权益的申诉、控告和检举，有关部门必须查清事实，负责处理，任何组织或者个人不得压制

或者打击报复。

Article 13. The departments concerned shall listen to and accept criticisms or rational suggestions

regarding the protection of womens rights and interests; with respect to complaints or charges against, or

exposures of infringement upon womens rights and interests, the departments concerned must ascertain

the facts, and be responsible for the disposition thereof; no organization or individual may suppress such

complaints, charges or exposures or resort to retaliation.

第三章文化教育权益

CHAPTER III RIGHTS AND INTERESTS RELATING TO CULTURE AND EDUCATION

第十四条国家保障妇女享有与男子平等的文化教育权利。

Article 14. The state shall guarantee that women enjoy equal rights with men with respect to culture and

education.

第十五条学校和有关部门应当执行国家有关规定，保障妇女在入学、升学、毕业分配、授予学位、

派出留学等方面享有与男子平等的权利。

Article 15. Schools and departments concerned shall, by implementing the relevant regulations of the

state, guarantee that women enjoy equal rights with men in such aspects as starting school, entering a

higher school, job assignment upon graduation, conferment of academic degrees and dispatch for study

abroad.

第十六条学校应当根据女性青少年的特点，在教育、管理、设施等方面采取措施，保障女性青少

年身心健康发展。

Article 16. Schools shall, in line with the characteristics of female adolescents, take measures in respect

of education, management and facilities so as to ensure their sound development in body and in mind.

第十七条父母或者其他监护人必须履行保障适龄女性儿童少年接受义务教育的义务。

Article 17. Parents or other guardians must perform their duty of ensuring that female school-age

children or adolescents receive the compulsory education.

除因疾病或者其他特殊情况经当地人民政府批准的以外，对不送适龄女性儿童少年入学的父母或

者其他监护人，由当地人民政府予以批评教育，并采取有效措施，责令送适龄女性儿童少年入学。

Where parents or other guardians fail to send female school-age children or adolescents to school, the

local peoples governments shall admonish and criticize them and, by adopting effective measures, order

them to send their female school-age children or adolescents to school, with the exception of those who,

on account of illness or other special circumstances, are allowed by the local peoples governments not to

go to school.

政府、社会、学校应针对适龄女性儿童少年就学存在的实际困难，采取有效措施，保证适龄女性

儿童少年受完当地规定年限的义务教育。

The governments, society and schools shall, in the light of the actual difficulties of female school-age

children or adolescents in schooling, take effective measures to ensure that female school-age children or

adolescents receive compulsory education for the number of years locally prescribed.

第十八条各级人民政府应当依照规定把扫除妇女中的文盲、半文盲工作，纳入扫盲和扫盲后继续

教育规划，采取符合妇女特点的组织形式和工作方法，组织、监督有关部门具体实施。

Article 18. Peoples governments at various levels shall, in accordance with relevant provisions,

incorporate the work of elimination of illiteracy or semi-literacy among women into plans for illiteracy

elimination and post-elimination education, adopt organizational forms and working methods suitable to

womens characteristics, and organize and supervise the relevant departments in the implementation of

such plans.

第十九条各级人民政府和有关部门应当采取措施，组织妇女接受职业教育和技术培训。

Article 19. Peoples governments at various levels and departments concerned shall take measures to

organize women in receiving vocational education and technological training.

第二十条国家机关、社会团体和企业事业单位应当执行国家有关规定，保障妇女从事科学、技术、

文学、艺术和其他文化活动，享有与男子平等的权利。

Article 20. State organs, public organizations, enterprises and institutions shall,by implementing relevant

regulations of the state, ensure that women enjoy equal rights with men in their participation in scientific,

technological, literary, artistic and other cultural activities.

第四章劳动权益

CHAPTER IV RIGHTS AND INTERESTS RELATING TO WORK

第二十一条国家保障妇女享有与男子平等的劳动权利。

Article 21. The state shall guarantee that women enjoy the equal right, with men, to work.

第二十二条各单位在录用职工时，除不适合妇女的工种或者岗位外，不得以性别为由拒绝录用妇

女或者提高对妇女的录用标准。

Article 22. With the exception of the special types of work or post unsuitable to women, no unit may, in

employing staff and workers, refuse to employ women by reason of sex or raise the employment

standards for women.

禁止招收未满十六周岁的女工。

Recruitment of female workers under the age of sixteen shall be prohibited.

第二十三条实行男女同工同酬。

Article 23. Equal pay for equal work shall be applied to men and women alike.

在分配住房和享受福利待遇方面男女平等。

Women shall be equal with men in the allotment of housing and enjoyment of welfare benefits.

第二十四条在晋职、晋级、评定专业技术职务等方面，应当坚持男女平等的原则，不得歧视妇女。

Article 24. In such aspects as promotion in post or in rank, evaluation and determination of professional

and technological titles, the principle of equality between men and women shall be upheld and

discrimination against women shall not be allowed.

第二十五条任何单位均应根据妇女的特点，依法保护妇女在工作和劳动时的安全和健康，不得安

排不适合妇女从事的工作和劳动。

Article 25. All units shall, in line with womens characteristics and according to law, protect womens

safety and health during their work or physical labour, and shall not assign them any work or physical

labour not suitable to women.

妇女在经期、孕期、产期、哺乳期受特殊保护。

Women shall be under special protection during menstrual period, pregnancy, obstetrical period and

nursing period.

第二十六条任何单位不得以结婚、怀孕、产假、哺乳等为由，辞退女职工或者单方解除劳动合同。

Article 26. No unit may dismiss woman staff and workers or unilaterally terminate labour contracts with

them by reason of marriage, pregnancy, maternity leave or baby-nursing.

第二十七条国家发展社会保险、社会救济和医疗卫生事业，为年老、疾病或者丧失劳动能力的妇

女获得物质资助创造条件。

Article 27. The state shall develop social insurance, social relief and medical and health services to

create conditions allowing old, ill or disabled women to obtain material assistance.

第五章财产权益

CHAPTER V RIGHTS AND INTERESTS RELATING TO PROPERTY

第二十八条国家保障妇女享有与男子平等的财产权利。

Article 28. The state shall guarantee that women enjoy the equal right, with men, to property.

第二十九条在婚姻、家庭共有财产关系中，不得侵害妇女依法享有的权益。

Article 29. In joint property relationship derived from marriage or family, the rights and interests enjoyed

by women according to law may not be infringed upon.

第三十条农村划分责任田、口粮田等，以及批准宅基地，妇女与男子享有平等权利，不得侵害妇

女的合法权益。

Article 30. Women shall enjoy equal rights with men in the allotment of responsibility farmland, or grain

ration farmland and in the approval of housing sites in rural areas, and womens lawful rights thereto shall

not be infringed upon.

妇女结婚、离婚后，其责任田、口粮田和宅基地等，应当受到保障。

After marriage or divorce, womens responsibility farmland, grain ration farmland and housing sites shall

be secured.

第三十一条妇女享有的与男子平等的财产继承权受法律保护。在同一顺序法定继承人中，不得歧

视妇女。

Article 31. Womens equal right, with men, of succession to property shall be protected by law. Among

the statutory successors in the same order, women shall not be discriminated against.

丧偶妇女有权处分继承的财产，任何人不得干涉。

Widowed women have the right to dispose of the property inherited by them, and no one may interfere

with the disposition thereof.

第三十二条丧偶妇女对公、婆尽了主要赡养义务的，作为公、婆的第一顺序法定继承人，其继承

权不受子女代位继承的影响。

Article 32. Widowed women who have made the predominant contributions in maintaining their

parents-in-law shall be regarded as the statutory successors first in order, and their rights of succession

thereto shall not be affected by inheritance in subrogation.

第六章人身权利

CHAPTER VI RIGHTS RELATING TO THE PERSON

第三十三条国家保障妇女享有与男子平等的人身权利。

Article 33. The state shall guarantee that women enjoy equal rights with men relating to their persons.

第三十四条妇女的人身自由不受侵犯。禁止非法拘禁和以其他非法手段剥夺或者限制妇女的人身

自由；禁止非法搜查妇女的身体。

Article 34. Womens freedom of the person shall be inviolable. Unlawful detention or deprivation or

restriction of womens freedom of the person by other illegal means shall be prohibited; and unlawful

body search of women shall be prohibited.

第三十五条妇女的生命健康权不受侵犯。禁止溺、弃、残害女婴；禁止歧视、虐待生育女婴的妇

女和不育妇女；禁止用迷信、暴力手段残害妇女；禁止虐待、遗弃老年妇女。

Article 35. Womens right of life and health shall be inviolable. Drowning, abandoning or cruel

infanticide in any manner of female babies shall be prohibited; discrimination against or maltreatment of

women who gave birth to female babies or women who are sterile shall be prohibited; cruel treatment

causing injury even death of women by superstition or violence shall be prohibited; maltreatment or

abandonment of aged women shall be prohibited.

第三十六条禁止拐卖、绑架妇女；禁止收买被拐卖、绑架的妇女。

Article 36. Abduction of and trafficking in, or kidnapping of women shall be prohibited; buying of

women who are abducted and trafficked in, or kidnapped shall be prohibited.

人民政府和有关部门必须及时采取措施解救被拐卖、绑架的妇女。被拐卖、绑架的妇女返回原籍

的，任何人不得歧视，当地人民政府和有关部门应当做好善后工作。

Peoples governments and relevant departments must take timely measures to rescue women who are

abducted and trafficked in, or kidnapped. If such women have returned to their former places of

residence, nobody may discriminate against them, and the local peoples governments and relevant

departments shall well settle the problems arising thereafter.

第三十七条禁止卖淫、嫖猖。

Article 37. Prostitution or whoring shall be prohibited.

禁止组织、强迫、引诱、容留、介绍妇女卖淫或者雇用、容留妇女与他人进行猥亵活动。

It is prohibited for anyone to organize, force, seduce, shelter or introduce a woman to engage in

prostitution or employ or shelter a woman to engage in obscene activities with others.

第三十八条妇女的肖像权受法律保护。未经本人同意，不得以营利为目的，通过广告、商标、展

览橱窗、书刊、杂志等形式使用妇女肖像。

Article 38. Womens right of portrait shall be protected by law. The use of a womans portrait for

profit-making purposes in advertisements, trademarks, window display, books, magazines, etc., without

the consent of the interested woman shall be prohibited.

第三十九条妇女的名誉权和人格尊严受法律保护。禁止用侮辱、诽谤、宣扬隐私等方式损害妇女

的名誉和人格。

Article 39. Womens right of reputation and personal dignity shall be protected by law. Damage to

womens reputation or personal dignity by such means as insult, libel and giving publicity to private

affairs shall be prohibited.

第七章婚姻家庭权益

CHAPTER VII RIGHTS AND INTERESTS RELATING TO MARRIAGE AND FAMILY

第四十条国家保障妇女享有与男子平等的婚姻家庭权利。

Article 40. The state shall guarantee that women enjoy equal rights with men in marriage and family.

第四十一条国家保护妇女的婚姻自主权。禁止干涉妇女的结婚、离婚自由。

Article 41. The state shall protect womens right of self-determination in marriage. Interference with

womens freedom of marriage or divorce shall be prohibited.

第四十二条女方按照计划生育的要求中止妊娠的，在手术后六个月内，男方不得提出离婚；女方

提出离婚，或者人民法院认为确有必要受理男方离婚请求的，不在此限。

Article 42. When a wife terminates gestation as required by the family planning programme, her husband

may not apply for a divorce within six months after the operation; this restriction shall not apply in a

cases where the wife applies for a divorce, or when the peoples court deems it necessary to accept the

divorce application made by the husband.

第四十三条妇女对依照法律规定的夫妻共同财产享有与其配偶平等的占有、使用、收益和处分的

权利，不受双方收入状况的影响。

Article 43. A woman shall enjoy equal rights with her spouse in possessing, utilizing, profiting from and

disposing of the property jointly possessed by the husband and wife according to law, which shall not be

affected by the status of income of either party.

第四十四条国家保护离婚妇女的房屋所有权。

Article 44. The state shall protect divorced womens ownership of their houses.

夫妻共有的房屋，离婚时，分割住房由双方协议解决；协议不成的，由人民法院根据双方的具体

情况，照顾女方和子女权益的原则判决。夫妻双方另有约定的除外。

At the time of divorce, the husband and the wife shall seek agreement regarding the disposition of their

jointly possessed houses; if they fail to reach an agreement, the peoples court shall make a judgment in

accordance with the actual circumstances of both parties and by taking into consideration the rights and

interests of the wife and their child (children), except as otherwise agreed upon by the two parties.

夫妻共同租用的房屋，离婚时，女方的住房应当按照照顾女方和子女权益的原则协议解决。

In a case where the husband and wife jointly rent a house or a room, the wifes housing shall, at the time

of divorce, be solved according to the principle of taking into consideration the rights and interests of the

wife and their child (children).

夫妻居住男方单位的房屋，离婚时，女方无房居住的，男方有条件的应当帮助其解决。

In a case where the husband and wife live in a house allocated by the unit to which the husband belongs,

if the wife has no housing to live in at the time of divorce, the husband shall help her in this regard

whenever he can afford to.

第四十五条父母双方对未成年子女享有平等的监护权。

Article 45. Both parents shall enjoy the equal right to guardianship of their minor child (children).

父亲死亡、丧失行为能力或者有其他情形不能担任未成年子女的监护人的，母亲的监护权任何人

不得干涉。

In a case where the father is deceased, incapacitated or under any other circumstances that make him

unable to act as the guardian of a minor child (children), nobody may interfere with the mothers right of

guardianship.

第四十六条离婚时，女方因实施绝育手术或者其他原因丧失生育能力的，处理子女抚养问题，应

在有利子女权益的条件下，照顾女方的合理要求。

Article 46. At the time of divorce, if the wife becomes sterile because of the sterilization operation or any

other reasons, the problem to bring up the child (children) shall be so handled that, while to the

advantage of the rights and interests of the child (children), due consideration shall be given to the wifes

reasonable demands.

第四十七条妇女有按照国家有关规定生育子女的权利，也有不生育的自由。

Article 47. Women have the right to child-bearing in accordance with relevant regulations of the state as

well as the freedom not to bear any child.

育龄夫妻双方按照国家有关规定计划生育，有关部门应当提供安全、有效的避孕药具和技术，保

障实施节育手术的妇女的健康和安全。

Where a couple of child-bearing age practise family planning according to the relevant regulations of the

state, the departments concerned shall provide safe and effective contraceptives and techniques, and

ensure the health and safety of the woman receiving any birth-control operation.

第八章法律责任

CHAPTER VIII LEGAL RESPONSIBILITY

第四十八条妇女的合法权益受到侵害时，被侵害人有权要求有关主管部门处理，或者依法向人民

法院提起诉讼。

Article 48. When a womans lawful rights and interests are infringed upon, she has the right to request the

competent department concerned for a disposition or bring a lawsuit in a peoples court according to law.

妇女的合法权益受到侵害时，被侵害人可以向妇女组织投诉，妇女组织应当要求有关部门或者单

位查处，保护被侵害妇女的合法权益。

When a womans lawful rights and interests are infringed upon, she may file a complaint with a womens

organization, which shall request the relevant department or unit to investigate and deal with the case so

as to protect the lawful rights and interests of the complainant.

第四十九条违反本法规定侵害妇女合法权益，其他法律、法规已规定处罚的，依照该法律、法规

的规定处罚。

Article 49. Where punishments are prescribed by other laws or regulations for the infringement upon the

lawful rights and interests of women in violation of the provisions of this Law, punishments prescribed

in such laws or regulations shall apply.

第五十条有下列侵害妇女合法权益情形之一的，由其所在单位或者上级机关责令改正，并可根据

具体情况，对直接责任人员给予行政处分：

Article 50. Anyone who commits any of the following infringements upon the lawful rights and interests

of a woman shall be ordered to make corrections by his or her unit or by an organ at a higher level, and

the person who is held directly responsible may, in light of the specific circumstances, be subjected to

administrative sanctions:

（一）对有关侵害妇女权益的申诉、控告、检举，推诿、拖延、压制不予查处的；

(1) evading, delaying or suppressing the investigation and disposition of a complaint, a charge or an

exposure regarding an infringement upon the rights and interests of a woman;

（二）依照法律、法规规定，应当录用而拒绝录用妇女或者对妇女提高录用条件的；

(2) refusing to employ women or raising the employment standards for women where women shall be

employed in accordance with the provisions of relevant laws or regulations;

（三）在分配住房和晋职、晋级、评定专业技术职务等方面，违反男女平等原则，侵害妇女合法

权益的；

(3) infringing upon womens rights and interests by violating the principle of equality between men and

women in such aspects as allotment of housing, promotion in post or in rank, evaluation and

determination of professional and technological titles;

（四）以结婚、怀孕、产假、哺乳等为由辞退女职工的；

(4) dismissing female staff and workers by reason of their marriage, pregnancy, maternity leave, or

baby-nursing;

（五）划分责任田、口粮田等，以及批准宅基地，违反男女平等原则，侵害妇女合法权益的；

(5) infringing upon womens rights and interests by violating the principle of equality between men and

women in the allotment of responsibility farmland or grain ration farmland or the approval of housing

sites; or

（六）在入学、升学、毕业分配、授予学位、派出留学等方面，违反男女平等原则，侵害妇女合

法权益的。

(6) infringing upon womens rights and interests by violating the principle of equality between men and

women in such aspects as starting school, entering a higher school, job assignment upon graduation,

conferment of academic degrees or dispatch for study abroad.

对侵害妇女权益的行为提出申诉、控告、检举的人进行打击报复的，由其所在单位或者上级机关

责令改正或者给予行政处分；国家工作人员进行打击报复构成犯罪的，依照刑法第一百四十六条

的规定追究刑事责任。

Anyone who retaliates against a person making a complaint, a charge or an exposure regarding an

infringement upon a womans rights and interests shall be ordered to make corrections or be subjected to

administrative sanctions by his or her unit or an organ at a higher level. If a state functionary commits

retaliation, which constitutes a crime, the offender shall be investigated for criminal responsibility in

accordance with the provisions in Article 146 of the Criminal Law.

第五十一条雇用、容留妇女与他人进行猥亵活动的，比照治安管理处罚条例第十九条的规定处罚；

情节严重，构成犯罪的，比照刑法第一百六十条的规定追究刑事责任。

Article 51. Anyone who employs or shelters any woman to engage in obscene activities with others shall

be punished by applying mutatis mutandis the provisions in Article 19 of the Regulations on

Administrative Penalties for Public Security; if the circumstances are so serious as to constitute a crime,

the offender shall be investigated for criminal responsibility by applying mutatis mutandis the provisions

in Article 160 of the Criminal Law.

第五十二条侵害妇女的合法权益，造成财产损失或者其他损害的，应当依法赔偿或者承担其他民

事责任。

Article 52. Where an infringement upon a womans lawful rights and interests causes loss of property or

other damage, the infringer shall make due compensation or bear other civil liabilities according to law.

第九章附则

CHAPTER IX SUPPLEMENTARY PROVISIONS

第五十三条国务院有关部门可以根据本法制定有关条例，报国务院批准施行。

Article 53. Relevant departments under the State Council may, on the basis of this Law, formulate

relevant regulations, which shall be submitted to the State Council for approval and then be

implemented.

省、自治区、直辖市人民代表大会常务委员会可以根据本法制定实施办法。

The standing committees of the peoples congresses of provinces, autonomous regions and municipalities

directly under the Central Government may formulate measures for implementation on the basis of this

Law.

民族自治地方的人民代表大会，可以依据本法规定的原则，结合当地民族妇女的具体情况，制定

变通的或者补充的规定。自治区的规定，报全国人民代表大会常务委员会备案；自治州、自治县

的规定，报省或者自治区人民代表大会常务委员会批准后生效，并报全国人民代表大会常务委员

会备案。

The peoples congresses of national autonomous areas may formulate regulations with appropriate

adaptations or supplements in accordance with the principles laid down in this Law and in light of the

specific conditions of the national women in respective areas. Regulations formulated by autonomous

regions shall be submitted to the Standing Committee of the National Peoples Congress for the record;

regulations formulated by autonomous prefectures or autonomous counties shall be submitted to the

standing committees of the peoples congresses of the relevant provinces or autonomous regions for

approval before entering into effect, and shall also be submitted to the Standing Committee of the

National Peoples Congress for the record.

第五十四条本法自１９９２年１０月１日起施行。

Article 54. This Law shall enter into force as of October 1, 1992.