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国家税务总局


国家税务总局关于外商投资企业、外国企业和外籍个人取得股票（股权）转让收益和股息所得税收问题的通知(附英文)
国家税务总局



各省、直辖市、自治区税务局，各计划单列市税务局，海洋石油税务管理局各分局：
根据股份制试点的有关规定，国家准予部分试点企业在境内发行人民币特种股票（简称Ｂ股）和在境外发行、上市股票（简称海外股），现将外商投资企业、外国企业和外籍个人持有上述股票所取得的股票（股权）转让收益和股息（红利）所得有关涉外税收问题明确如下：
一、关于股票（股权）转让收益
1．外商投资企业转让股票或股权所取得的净收益以及外国企业在中国境内设立的机构、场所转让所持有的中国境内企业股票所取得的净收益应计入企业当期应纳税所得额，缴纳所得税。上述股票交易所发生的净损失，也可冲减企业当期应纳税所得额。
2．对外国企业转让不是其设在中国境内的机构、场所持有的中国境内企业发行的Ｂ股和海外股所取得的净收益，和外籍个人转让所持有的中国境内企业发行的Ｂ股和海外股所取得的净收益暂免征收所得税。
3．外国企业和外籍个人转让其在中国境内外商投资企业的股权取得的超出其出资额的部分的转让收益，仍应按财政部（87）财税外字033号和财政部（84）财税字第114号文件规定，依20％的税率缴纳预提所得税或个人所得税。
二、关于股息所得
1．依照《中华人民共和国外商投资企业和外国企业所得税法》第十九条的规定和《中华人民共和国个人所得税法》施行细则第五条第二款的规定，外国投资者从外商投资企业取得的利润（股息），和外籍个人从中外合资经营企业分得的股息、红利，免征所得税。
2．对持有Ｂ股或海外股的外国企业和外籍个人，从发行该Ｂ股或海外股的中国境内企业所取得的股息（红利）所得，暂免征收企业所得税和个人所得税。
三、本文自文到之日起执行。

CIRCULAR ON THE QUESTION CONCERNING TAX ON THE PROFITS EARNED BYENTERPRISE WITH FOREIGN INVESTMENT, FOREIGN ENTERPRISES AND INDIVIDUALFOREIGNERS FROM THE TRANSFER OF STOCKS (STOCK RIGHTS) AND ON DIVIDENDINCOME

(State Administration of Taxation: 21 July 1993 Coded Guo Shui Fa[1993] No. 045)

Whole Doc.

To the tax bureaus of various provinces, municipalities and
autonomous regions, the tax bureaus of various cities with independent
planning and various sub-bureaus of the Offshore Oil Administration:
In accordance with related stipulations on the experimentation with
the shareholding system, the state permits some pilot enterprises to issue
domestic special shares (referred to as B- shares for short) in Renminbi
and shares issued and listed abroad (referred to as overseas shares), we
hereby clarify the question concerning tax on the profits earned by
enterprise with foreign investment, foreign enterprises and individual
foreigners from the transfer of the above-mentioned stocks (stock rights)
which they hold and from the incomes gained from dividends (bonuses):
I. Profits earned from the transfer of stocks (stock rights)
1. The net income earned by enterprise with foreign investment from
the transfer of stocks or stock rights, as well as the net incomes gained
by foreign enterprises through the offices and sites they set up within
China from the transfer of China's domestic enterprise shares which they
hold shall be charged into the amount of the enterprise's current taxable
incomes and income tax shall be paid. The net loss caused by the
transaction of the above-mentioned stocks may eat up the amount of the
enterprise's current taxable income.
2. The net profit earned by a foreign enterprise from the transfer of
B-shares issued by China's domestic enterprises and overseas stocks held
not by its offices and sites set up within China and the net incomes
gained by individual foreigners from the transfer of Be-shares issued by
China's domestic enterprises and overseas stocks are temporarily exempt
from income tax.
3. A foreign enterprise and individual foreigner, who earns income
from the transfer of the stock rights of enterprise with foreign
investment within China that exceeds the income gained from the transfer
of part of the amount of his investment, shall still pay withholding
income tax or individual income tax at a 20 percent rate in accordance
with the stipulations of the Documents of the Ministry of Finance (87)
coded Cai Shui Wai Zi No. 033 and the Document of the Ministry of Finance
(84) coded Cai Shui Zi No. 114.
II, Income from dividends
1. In accordance with the stipulations of Article 19 of the Income
Tax Law of the People's Republic of China on enterprise with foreign
investment and Foreign Enterprises and the stipulations of Clause 2 of
Article 5 of the Detailed Rules for Implementation of the Individual
Income Tax Law of the People's Republic of China, the profits (dividends)
gained by foreign investors from the enterprise with foreign investment
and the dividends and bonuses gained by individual foreigners from the
Sino-foreign joint ventures are exempt from income tax.
2. The income from dividends (bonuses) gained by foreign enterprises
and individual foreigners who hold B-shares or overseas shares from
China's domestic enterprises which issue B-shares or overseas shares, is
temporarily exempt from enterprise income tax and individual income tax.
III. This Circular goes into effect from the day of receipt of the
document.



1993年7月21日