Commercial Franchise Management Measures

Ministry of Commerce Order No. 25, 2004

Chapter 1 General Provisions

Article 1 is the norm These measures are formulated to protect the legitimate rights and interests of the parties involved in commercial franchising activities and to promote the healthy and orderly development of commercial franchising operations.

Article 2 The term “commercial franchise” (hereinafter referred to as “franchise”) as mentioned in these Measures refers to the trademark, trade name, trademark, trade name, etc. that the franchisor will have the right to grant to others by signing a contract. The business model and other business resources are granted to the franchisee for use; the franchisee engages in business activities under a unified business system in accordance with the contract and pays franchise fees to the franchisor.

Article 3 These Measures shall apply to franchise activities carried out within the territory of the People’s Republic of China.

Article 4 The franchisor may, in accordance with the contract, directly grant the franchise right to the franchisee, and the franchisee shall invest in the establishment of special

franchise outlets to carry out business activities, but shall not Sub-license the franchise right again; or grant the exclusive franchise right in a certain area to the franchisee, and the franchisee can sub-grant the franchise right to other applicants, or in this area Set up your own

franchise outlets.

Article 5 Franchise operations shall abide by the laws and regulations of the People's Republic of China, follow the principles of voluntariness, fairness, honesty, and trustworthiness

and shall not harm consumers. Legitimate interests.

The franchisor shall not illegally engage in pyramid schemes in the name of franchising.

The franchisor’s business activities in the form of franchising shall not lead to market monopoly or hinder fair competition.

Article 6 The Ministry of Commerce shall supervise and manage franchise activities nationwide, and the commerce departments at all levels shall supervise and manage franchise activities within their jurisdiction.

Chapter 2 Franchising Parties

Article 7 The franchisor shall meet the following conditions:

(1) An enterprise or other economic organization established in accordance with the law; < /p>

(2) Having the right to license others to use trademarks, trade names, business models and other business resources;

(3) Having the ability to provide long-term business guidance and training services to the franchisee ;

(4) Own at least two directly operated stores in China that have been operating for more than one year or directly operated stores established by its subsidiaries or holding companies

;

(5) For franchising that requires the franchisor to supply goods, the franchisor should have a stable goods supply system that can guarantee quality

and be able to provide related services.

(6) Have a good reputation and have no record of engaging in fraudulent activities through franchising.

Article 8 The franchisee shall meet the following conditions:

(1) An enterprise or other economic organization established in accordance with the law;

(2) Ownership and franchise Funds, fixed locations, personnel, etc. suitable for operation.

Article 9 The franchisor shall enjoy the following rights:

(1) In order to ensure the unity of the franchise system and the consistency of the quality of products and services, the franchisee shall be entitled to the following rights in accordance with the contract:

Supervise the business activities of the franchisee;

(2) Franchisees who violate the provisions of the franchise contract, infringe upon the legitimate rights and interests of the franchisor, and destroy the franchise system shall be punished according to

Terminate its franchise qualifications as stipulated in the contract;

(3) Collect franchise fees and deposits as stipulated in the contract;

(4) Other rights as stipulated in the contract.

Article 10 The franchisor shall perform the following obligations:

(1) Timely disclose information in accordance with the relevant provisions of these Measures;

(2) Transfer the franchise rights to Authorize the franchisee to use and provide a business logo and operation manual representing the franchise system;

(3) Provide the franchisee with the necessary sales, business or technical guidance and training to carry out the franchise. and other services

;

(4) Provide goods supply to the franchisee in accordance with the contract. Except for exclusive goods and goods that must be provided by the franchiser or the supplier designated by the franchisor to ensure the quality of the franchise, the franchisor shall not force the franchisee to accept the supply of its goods, but

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You can stipulate the quality standards that the goods should meet, or propose a number of suppliers for the franchisee to choose from;

(5) The franchisor shall bear the responsibility for guaranteeing the product quality of its designated suppliers; < /p>

(6) Promotion and advertising as stipulated in the contract;

(7) Other obligations as stipulated in the contract.

Article 11 The franchisee shall enjoy the following rights:

(1) Obtain the trademark, trade name, business model and other business resources authorized to be used by the franchisor; (2) Obtain the franchisor’s

Training and guidance provided; (3) Obtain the supply of goods provided or arranged by the franchisor in a timely manner according to the price agreed in the contract; (4) Obtain the franchisor to carry out unified Promotional support; (5) Other rights stipulated in the contract.

Article 12 The franchisee shall perform the following obligations:

(1) Carry out business activities in accordance with the contract; (2) Pay franchise fees and deposits; (3) Maintain the unity of the franchising system and not transfer the franchise rights without the permission of the franchisor; (4) Provide the franchisor with the true operating conditions and financial status in a timely manner and other information stipulated in the contract; (5) Accept the guidance and supervision of the franchisor; (6) Keep the franchisor’s business secrets

; (7) Other obligations stipulated in the contract.

Chapter 3 Franchise Contract

Article 13 The content of the franchise contract shall be agreed upon by the parties and generally includes the following contents:

(1) The parties’ Name, address;

(2) The content, term, location and whether it is exclusive to use the franchise;

(3) The type, amount, and Payment method and deposit collection and return method;

(4) Confidentiality clause;

(5) Franchise product or service quality control and responsibility;

(6) Training and guidance;

(7) Use of trade names;

(8) Use of trademarks and other intellectual property rights;

(9) Consumption

(10) Publicity and advertising;

(11) Change and termination of contract;

(12) Liability for breach of contract;

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(13) Dispute resolution clauses

(14) Other clauses agreed by both parties.

Article 14 Franchise fee refers to the fee paid by the franchisee to obtain the franchise right, including the following types:

(1) Franchise fee: refers to the fee paid by the franchisee A one-time fee paid to the franchisor to obtain the franchise right;

(2) Royalty fee: refers to the periodic payment to the franchisor by the franchisee according to a certain standard or ratio during the use of the franchise right.

Fees paid;

(3) Other agreed fees: refers to the supply of relevant goods or services provided by the franchisor according to the contract

< p>Other fees paid to the franchisor.

The deposit refers to a certain fee charged by the franchisor from the franchisee to ensure that the franchisee performs the franchise contract. After the expiration of the contract, the deposit shall be returned to the franchisee.

The two parties to the franchise shall agree on the franchise fee and deposit based on the principles of fairness and reasonableness.

Article 15 The term of a franchise contract is generally not less than three years.

After the expiration of the franchise contract, the franchisor and the franchisee may negotiate and determine the renewal conditions of the franchise contract

based on the principles of fairness and reasonableness.

Article 16 After the franchise contract is terminated, the original franchisee shall not continue to use the franchisor's registered trademark, trade name or other marks without the consent of the franchisor, and shall not use When applying for registration of a franchisor's registered trademark as a trademark for similar categories of goods or services,

words that are identical or similar to the franchisor's registered trademark may not be registered as a trade name in the company's name, nor may words that are identical to or similar to the franchisor's registered trademark be registered

The same or similar registered trademark, trade name or store decoration sign is used for the same or similar goods or services.

Chapter 4 Information Disclosure

Article 17 The franchisor and the franchisee shall promptly disclose relevant information before signing a franchise contract and during the franchise process

Information.

Article 18 The franchisor shall provide the applicant with true and accurate basic information about the franchise in writing 20 days before the date of formal signing of the franchise contract.

Information and franchise contract text.

Article 19 The basic information disclosed by the franchisor shall include the following:

(1) The franchisor’s name, residence, registered capital, business scope, and persons engaged in franchising Major matters such as the age, as well as

the content of financial reports audited by an accounting firm and basic information such as tax payments;

(2) The number, distribution locations, and operating conditions of franchisees As well as the franchise outlet investment budget table, etc., the proportion of franchisees who have terminated the franchise contract to the total number of franchisees;

(3) Registration, licensing and litigation of trademarks ; Relevant information on business names, business models and other operating resources;

(4) Types, amounts, collection methods and deposit return methods of franchise fees;

(5) The past five years All situations involving litigation during the year;

(6) Various supplies of goods or services that can be provided to the franchisee, as well as additional conditions and restrictions;

(7) Ability to Proof of the ability to provide training and guidance to the franchisee and the actual situation of providing training or guidance;

(8) The basic information of the legal representative and other principal persons in charge and whether they have been criminally punished, and whether they have ever punished

Be personally responsible for the bankruptcy of the enterprise;

(9) Other information disclosed by the franchisor at the request of the franchisee.

If the franchisee suffers economic losses due to insufficient information disclosure or provision of false information, the franchisor shall be liable for compensation

.

Article 20 The franchisee shall truthfully provide information about its own business capabilities as required by the franchisor, including subject

qualification certificates, credit certificates, property rights certificates, etc. During the franchising process, the franchisor shall promptly provide true operating conditions and other information agreed upon in the contract as required by the franchisor.

Article 21 During the franchise period and after the termination of the franchise contract, the franchisee and its employees shall not disclose, use or allow others to use it without the consent of the franchisor.

The franchisor’s trade secrets in its possession.

Article 22 Those who have not authenticated the franchise contract with the franchisor but have learned the franchisor’s business secrets through the franchisor’s information disclosure

and the applicant shall bear the responsibility Confidentiality obligations. The franchisor's trade secrets may not be revealed, revealed to others or transferred without the franchisor's consent.

Chapter 5 Advertising

Article 23 When the franchisor publicizes, promotes and sells franchise rights, the advertising content shall be accurate, true and

Legal and must not contain any deception, omission of important facts or statements that may be misleading.

Article 24 If the franchisor and the franchisee directly or indirectly contain the franchisor's operating income

or income records, figures or other relevant information in advertising materials, It should be true, and the area and time involved should be clear.

Article 25 The franchisor and the franchisee shall not imitate others' trademarks, advertising images and terms or other identification marks in any manner that may mislead, deceive or cause confusion.

Article 26: During franchise promotion activities, the franchisor shall not artificially exaggerate the benefits brought by the franchise or intentionally conceal the possible objective impact of the franchise on others. interest situation.

Chapter 6 Supervision and Management

Article 27: Commercial authorities at all levels shall strengthen the management and coordination of franchise activities within their respective administrative regions,

Guide local industry associations (chambers of commerce) in their work.

The commercial authorities at all levels should establish credit files for franchisors and franchisees and promptly publish the list of illegal enterprises.

Article 28 Franchise industry associations (chambers of commerce) shall formulate industry norms in accordance with these Measures, carry out industry self-discipline

, provide relevant services to franchise parties, and promote industry development .

Article 29: The franchisor shall, in January of each year, report the status of the franchise contract signed in the previous year to the local commercial authorities where the franchisee is located

and to the commercial department where the franchisee is located. Recorded by the competent authorities. The local commercial department shall report the filing status

to the higher-level commercial department.

Article 30 If patent licensing is involved in franchise activities, a patent license shall be signed in accordance with the relevant provisions of the Patent Law of the People's Republic of China and

its implementation rules. Licensing contract, and handle the filing matters in accordance with the "Regulations on the Registration and Management of Patent Implementation Licensing Contracts"

Article 31 Before carrying out franchising activities, the franchisor shall handle trademark use in accordance with the provisions of the "Trademark Law of the People's Republic of China" and its implementation regulations

Licensing contract filing matters.

Chapter 7 Special Provisions for Foreign-Invested Enterprises

Article 32 Foreign-invested enterprises shall not engage in the prohibited industries in the "Guidance Catalog of Foreign Investment Industries" in the form of franchising

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Stop business.

Article 33 If a foreign-invested enterprise engages in commercial activities through franchising, it shall submit an application to the original approval department

Increase the business scope of "engaging in commercial activities through franchising" , and submit the following materials:

(1) Application letter and board resolution;

(2) Enterprise business license and foreign-invested enterprise approval certificate (copy);

(3) Contract and articles of association modification agreement (foreign-invested enterprises only submit articles of association modification);

(4) Relevant documents proving compliance with the provisions of Article 7 of these Measures;

(5) Basic information reflecting the provisions of Article 19 of these Measures;

(6) Franchise contract sample;

(7) Franchise operation manual.

The examination and approval department shall make a written decision of approval or disapproval within 30 days from the date of receipt of all the above application materials.

After the applicant is approved, he should go through the enterprise registration change procedures with the industrial and commercial administration authority within one month after receiving the "Foreign-invested Enterprise Approval Certificate" renewed by the approval department.

Article 34 If a foreign-invested enterprise is approved to engage in commercial activities in the form of a franchise, it shall report

the status of the franchise contract signed in the previous year in January of each year. The original approval department and the competent commercial department where the franchisee is located shall be registered.

Article 35 When foreign investors establish foreign-invested enterprises that specialize in commercial activities through franchising,

In addition to complying with these Measures, they must also comply with relevant laws on foreign investment. , laws and regulations.

Article 36 Foreign-invested enterprises that have engaged in commercial activities in the form of franchising before the implementation of these Measures shall file the status of their business with the original approval department and continue to carry out business activities as follows: Those who engage in commercial activities through franchising shall handle relevant procedures in accordance with the procedures stipulated in this chapter.

Article 37 Hong Kong, Macao and Taiwan-invested enterprises engaging in commercial activities in the form of franchising in the mainland shall be governed by the provisions of this chapter.

Chapter 8 Legal Liability

Article 38 Anyone who violates the provisions of Articles 7 and 8 of these Measures shall be ordered to make corrections by the competent commerce department and may be fined 30,000< /p>

A fine of not more than RMB 10,000; if the circumstances are serious, the business license shall be revoked by the industrial and commercial administration authorities.

Article 39: Anyone who fails to disclose information in accordance with the provisions of these Measures shall be ordered to make corrections by the competent commerce department and shall be fined not more than 30,000 yuan

; if the circumstances are serious, the case shall be reported to the industrial and commercial administration department. The administrative authority revokes the business license.

Article 40 If the franchisor conducts advertising in violation of the provisions of these Measures, it shall be liable in accordance with the Advertising Law of the People's Republic of China and other relevant laws, administrative regulations and

Handled according to regulations.

Chapter 9 Supplementary Provisions

Article 41 The Ministry of Commerce is responsible for the interpretation of these Measures.

Article 42 These Measures will come into effect on February 1, 2005, and the "Commercial Franchise Management Measures (Trial)" issued by the former Ministry of Domestic Trade will be abolished at the same time. .

Regulations II

"China Chain Store and Franchise Association Franchise Code of Conduct"

Chapter 1 General Provisions

Article 1 China Chain Store Operations Association members must abide by national laws and regulations when conducting franchise operations;

Article 2: Member companies must abide by the principles of fairness and integrity when conducting franchise operations;

Article 3: Members shall not use any possible means to Deceive or mislead potential franchisees with express or implied statements to sell or promote the franchise

franchise rights;

Article 4 Members shall not plagiarize or imitate others’ trademarks, trade names, advertisements or other Identification symbols to deceive or mislead potential franchisees and consumers;

Article 5 The franchise contract must be signed in writing, and the rights and obligations of each party must be clearly stated;

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Article 6 Franchisors and franchisees must make every effort to resolve disputes in an honest and friendly manner. If necessary, you may consider resolving disputes through mediation, arbitration or even litigation.

Chapter 2 Franchisor (Headquarters)

Article 1 During the process of recruiting franchisees, the franchisor shall provide potential franchisees with as much information as possible in writing

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Information, including the basic information of the franchisor, the basic contents of the contract, the operation status of the opened stores, the amount of investment required to join, revenue forecast, etc., but is not limited to this information;< /p>

Article 2 The information provided to potential franchisees, including advertisements and other promotional materials, must be true and accurate. Any information that directly or indirectly contains historical or expected investment income or operating performance Figures or information should have clear sources and basis; the franchisee’s investment

amount and its composition should be explained in detail;

Article 3 The franchisor should encourage potential franchisees and existing franchisees Contact the franchisees so that they can have a deeper understanding of the franchise business they will engage in;

Article 4 When selecting franchisees, the franchisor should focus on examining their abilities and personalities , financial strength, professionalism, etc., and should not

discriminate on the basis of gender, ethnicity, etc.;

Article 5 is to ensure that the products and services sold by franchise stores maintain good quality , the franchisor should continue to supervise and supervise the franchise stores

;

Article 6 In order to enable franchisees to continue to obtain appropriate benefits, the franchisor should continue to improve products, services and marketing, And provide guidance, assistance and reasonable training to franchisees

;

Article 7 The franchisor must provide high-quality materials, products and services to franchisees in accordance with the provisions of the contract;< /p>

Article 8: The franchisor should be able to receive information from franchisees in a timely manner and provide answers, and should establish a mechanism to enhance communication,

understanding and cooperation between the two parties.

Chapter 3 Franchisees

Article 1 Franchisees must abide by national laws and regulations when operating franchise businesses;

Article 2 Franchisees must Detailed and frank disclosure of all information deemed indispensable for the franchisor to select suitable franchisees;

Article 3 shall be carried out in strict accordance with the provisions of the franchise contract and manual standards Business activities, receive all necessary training and guidance and supervision from the franchisor

in order to maintain the reputation and unified image of the system;

Article 4 Franchisees must abide by the franchise rights The principle of confidentiality of all relevant information, regardless of whether the franchise relationship is terminated, no such information shall be disclosed or allowed to be disclosed by relevant personnel unless with the written consent of the franchisor;

Article 5: Pay franchise fees, royalties and other fees payable on time.

Chapter 4 Relevant Professional Institutions

Article 1 Act in accordance with the principles of integrity and fairness, and encourage customers to strictly abide by this code of ethics, regardless of whether the customer is Chinese

< p>Member of the National Chain Store and Franchise Association. If the client's entrustment or request violates this code of ethics, the service provided to the client must be stopped immediately;

Article 2: Only accept entrusted business for which you are competent;

Article 3 Adhere to an independent and objective stance to ensure the fairness and professionalism of the opinions;

Article 4: The principle of confidentiality must be observed. All information obtained during the performance of duties shall not be disclosed or < /p>

Permit others to disclose.

Regulations 3

Opinions on the Standardization of Chain Store Operations and Management of the Ministry of Domestic Trade

(Domestic Trade Government Law Zi [1997] No. 24)

Article 1 A chain store refers to a business organization form that operates similar products and uses a unified trade name, under the management of the same headquarters, through unified procurement or granting of franchises to achieve economies of scale.

Article 2 A chain store should be composed of more than 10 stores and implement standardized management. It must achieve unified procurement and distribution of goods,

unified operation and management standards, and separation of procurement and sales. All goods should be purchased through the headquarters. Some goods can be delivered directly to the store by suppliers based on the principles of reasonable logistics and quality and freshness. The rest can be uniformly distributed by the headquarters.

Article 3 A chain store consists of headquarters, stores and distribution centers.

(1) The headquarters is the core of chain store operation and management and must have the following functions: procurement and distribution, financial management, quality management

Management, business guidance, market research, product development, and promotion Planning, education and training, etc.

(2) The store is the foundation of the chain store, and its main responsibility is to undertake daily sales

business in accordance with the instructions and service specifications of the headquarters.

(3) The distribution center is the logistics organization of the chain store, responsible for the purchase, inventory, distribution, processing,

gathering, transportation, and delivery of the goods required by each store. . The distribution center mainly serves the chain enterprise, but can also serve the society.

Article 4 Chain stores include the following three forms:

(1) Direct-operated chain stores. The stores of chain stores are wholly owned or controlled by the headquarters, and are operated uniformly under the direct leadership of the headquarters;

(2) Voluntary chain stores. The stores of the chain store are all independent legal persons, and their respective asset ownership relationships remain unchanged. They operate jointly under the guidance of the headquarters;

(3) Franchise chain (or franchise chain) franchise chain). The stores of the chain store sign a contract with the headquarters and obtain the franchise rights to use the headquarters' trademark, trade name, management technology and sell products developed by the headquarters. The management rights are concentrated in the headquarters.

The three forms of direct chain, voluntary chain and franchise chain can intersect with each other in a chain enterprise.

Article 5 The form of chain operation can be implemented in supermarkets, convenience stores, specialty stores, comprehensive shopping malls and other business formats

Article 6 The business area of ??chain supermarket stores is generally more than 500 square meters; the products sold are meat, eggs, vegetables, vegetables, fruits, aquatic products, non-staple food seasonings, Cereals, oils and their products, and daily necessities are mainly sold, including meat, poultry, eggs, vegetables, fruits, aquatic products and grains and oils (including live, fresh, frozen, semi-finished products, The area of ??cooked products (in the form of cooked products, etc.)

accounts for more than 30% of the total business area; open shelves are available for self-sale, and payment is collected centrally at the exit.

Article 7 Chain convenience stores mainly sell food, fast food, beverages, haberdashery, non-staple food seasonings, and grain and oil products

; the main products are open-shelf self-selected sales. The time is more than 16 hours.

Article 8 The main products and related products of chain professional stores account for more than 90% of all business varieties; open-shelf sales are the main type.

Article 9 The business area of ??chain comprehensive shopping mall stores is generally more than 3,000 square meters; the products sold are mainly daily necessities, clothing

clothing, household appliances, and food.

Article 10 Chain supermarkets, convenience stores and comprehensive shopping malls must use electronic cash registers and gradually establish point-of-sale (PO

S) and electronic ordering (EOS) systems , Improve the commercial integrated information management network (MIS) system. Chain supermarkets and comprehensive shopping malls

The usage rate of barcodes (including store-made codes) must reach more than 90% among non-fresh products sold.

Article 11 The contract signed between franchised and voluntary chain headquarters and stores shall include the following matters; authorization to use the headquarters’ trademarks and trade names; unified procurement and distribution of goods content; content about providing operating technology; content about setting up franchise store locations and target markets; content about store decoration and design; content about promotion; content about quality management; content about the headquarters’ response

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The store’s implementation of financial monitoring and collection of franchise fees, management fees, etc.; fair competition and protection of intellectual property rights;

Contract period, renewal and termination; violations of the contract The content of the punishment, etc.

Article 12 Chain stores in the catering industry, service industry and production means sales industry shall be separately stipulated by the industry competent authorities with reference to these normative opinions.