《中外合资经营企业法》颁布以来,催生了大量的中外合资经营企业,为我国改革开放发挥了有目共睹的积极作用。但《中外合资经营企业法》受制于特殊的历史背景,在企业盈亏分配立法规则的设计上十分粗糙,进而产生了企业盈亏分配实质不公的问题。中外合资经营企业盈亏分配制度的重构,应当按合营各方实缴资本分配盈亏;在区分行业的前提下原则上禁止外商控股;改进现行的出资作价方式。 Since the promulgation of the Law on Sino-Foreign Joint Ventures, a large number of Sino-foreign joint ventures have been spawned, playing a positive role for the reform and opening up in our country. However, the Sino-Foreign Equity Joint Venture Law is subject to a special historical background and is very rough on the design of the legislative rules for the distribution of profit and loss of enterprises. This in turn has created the problem of unfair distribution of profits and losses. The reconstruction of the profit and loss distribution system for Chinese-foreign equity joint ventures should allocate profits and losses to the capital actually paid by each party to the joint venture; in principle, foreign investors should be prohibited under the precondition of differentiating industries; and the current capital contribution should be improved.