中外合作合资经营英文合同范本.doc

中外合作合资经营英文合同范本

THE CONTRACT_FOR_SINO-FOREIGN_COOPERATIVE_JOINT_VENTURE

THE CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTURE
Whole Doc.
Chapter 1 General Provisions
In accordance with the Law of the People's Republic of China on
Chinese-
Foreign Cooperative Joint Ventures and other relevant Chinese laws
and
regulations, _______________Company and _________Company, in
accordance
with the principle of equality and mutual benefit and through
friendly
consultations, agree to jointly set up a Cooperative venture in
_______
the People's Republic of China.
Chapter 2 Parties of the Cooperative Venture
Article 1
Parties to this contract are as follows: _________Company
(hereinafter
referred to as Party A), registered with ______in China, and its
legal
address is at____________(street)_______
(district)_____________(city)_____________China.
Legal representative: Name:
Position:
Nationality:
___________Company (hereinafter referred to as Party B), registered
with_______. Its legal address at___________.
Legal representative: Name:
Position:
Nationality:
(Note: In case there are more than two investors, they will be
called
Party C, D... in proper order).
Chapter 3 Establishment of the Cooperative Venture Company
Article 2
In accordance with the Cooperative Venture Law and other relevant
Chinese laws and regulations, both parties of the Cooperative
venture
agree to set up ___________Cooperative venture limited liability
company
(hereinafter referred to as the Cooperative venture company).
Article 3
The name of the Cooperative venture company is______________ Limited
Liability Company.
The name in foreign language is _________.
The legal address of the joint venture company is at
__________street________(city)____________province.
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Article 4
All activities of the Cooperative venture company shall be governed
by
the laws, decrees and pertinent rules and regulations of the
People's
Republic of China.
Article 5
The organization form of the Cooperative venture company is a
limited
liability company. The profits, risks and losses of the Cooperative
venture company shall be shared by the parties according to the
relevant
provisions thereafter.
Chapter 4 The Purpose, Scope and Scale of Production and Business
Article 6
The goals of the parties to the Cooperative venture are to enhance
economic cooperation technical exchanges, to improve the product
quality,
develop new products, and gain a competitive position in the world
market
in quality and price by adopting advanced and appropriate technology
and
scientific management methods, so as to raise economic results and
ensure
satisfactory economic benefits for each Cooperator.
(Note: This article shall be written according to the specific
situations in the contract).
Article 7
The productive and business scope of the Cooperative venture company
is to produce ________products; provide maintenance service after
the sale
of the products; study and develop new products.
(Note: It shall be written in the contract according to the specific
conditions).
Article 8
The production scale of the Cooperative venture company is as
follows:
1. The production capacity after the Cooperative venture is put into
operation is _________.
2. The production scale may be increased up to_____________ with the
development of the production and operation. The product varieties
may be
developed into ____________.
(Note: It shall be written according to the specific situation).
Chapter 5 Total Amount of Investment and the Registered Capital
Article 9
The total amount of investment of the Cooperative venture company is
RMB____________(or a foreign currency agreed upon by both parties).
Article 10
The registered capital of the joint venture company is RMB
__________.
(Exclusive of the right to the use of the site or the right to the
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exploitation of the natural resources and premises contributed by
Party
A.)
Article 11
Party A and Party B will contribute the following to the cooperative
venture:
Party A: premises__________m2
the right to the use of the site_________m2
Party B: cash ______________Yuan
machines and equipment ____________Yuan
industrial property __________Yuan
others _____________Yuan, ___________Yuan in all.
(Note: When contributing industrial property as investment, Party A
and Party B shall conclude a separate contract to be a part of this
main
contract).
Article 12
The right to the use of site contributed by Party A shall be for the
use of the cooperative venture company within _______________days
after
the approval of the contract.
The cash contributed by Party B shall be paid in_______________
installment. Each installment shall be as follows:
(Note: it shall be written according to the concrete conditions).
Article 13
The machines and equipment contributed by Party B as investment
shall
meet the needs of the cooperative venture company, and shall be
carried to
the Chinese port_________ days before the completion of the premises
construction.
Chapter 6 Responsibilities of Each Party to the Joint Venture
Article 14
Party A and Party B shall be respectively responsible for the
following matters:
Responsibilities of Party A:
Handling of applications for approval, registration, business
license
and other matters concerning the establishment of the cooperative
venture
company from relevant departments in charge of China;
Processing the application for the right to the use of a site to the
authority in charge of the land;
Organizing the design and construction of the premises and other
engineering facilities of the cooperative venture company;
Assisting Party B to process import customs declaration for the
machinery and equipment contributed by Party B as investment and
arranging
the transportation within the Chinese territory;
Assisting the cooperative venture company in purchasing or leasing
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equipment, materials, raw materials, articles for office use, means
of
transportation and communication facilities etc.;
Assisting the cooperative venture company in contacting and settling
the fundamental facilities such as water, electricity,
transportation
etc.;
Assisting the cooperative venture in recruiting Chinese management
personnel, technical personnel, workers and other personnel needed;
Assisting foreign workers and staff in applying for entry visas,
work
licenses and handling their travel procedures;
Responsible for handling other matters entrusted by the cooperative
venture company.
Responsibilities of Party B:
Providing cash, machinery and equipment, industrial property... in
accordance with the provisions of Article 11 and Article 12, 13, and
responsible for shipping capital goods such as machinery and
equipment
etc. contributed as investment to a Chinese port;
Handling the matters entrusted by the cooperative venture company,
such as selecting and purchasing machinery and equipment outside
China,
etc.;
Providing necessary technical personnel for installing, testing and
trial production of the equipment as well as the technical personnel
for
production and inspecting;
Training the technical personnel and workers of the cooperative
venture company;
In case Party B is the licensor, it shall be responsible for the
stable production of qualified products of the cooperative venture
company
in the light of design capacity within the specified period;
Responsible for other matters entrusted by the joint venture
company.
(note: It shall be written according to the specific situation).
Chapter 7 Distribution of Profits and Repayment for Party B's
Investment
Article 15
The cooperative venture company shall distribute its profits in
accordance with the following procedure after paying the income tax:
____________% as allocations for reserve funds, expansion funds,
welfare funds and bonuses for staff and workers of the cooperative
venture
company;
____________% as repayment for Party B's Investment and
___________Years scheduled to pay back all Party B's Investment;
____________% of the left distributed to Party A and ___________% to
Party B.
Chapter 8 Selling of Products
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Article 16
The products of cooperative venture company will be sold both on the
Chinese and the overseas market, the export portion accounts for
____________%, ____________% for the domestic market.
(Note: An annual percentage and amount for outside and domestic
selling will be written out according to practical operations, in
normal
conditions, the amount for export shall at least meet the needs of
foreign
exchange expenses of the joint venture company).
Article 17
Products may be sold on overseas markets through the following
channels:
The cooperative venture company may directly sell its products on
the
international market, accounting for _________%.
The cooperative venture company may sign sales contracts with
Chinese
foreign trade companies, entrusting them to be the sales agencies or
exclusive sales agencies, accounting for __________%.
The cooperative venture company may entrust Party B to sell its
products, accounting for ________%.
Article 18
The cooperative venture's products to be sold in China may be
handled
by the Chinese materials and commercial departments by means of
agency or
exclusive sales, or may be sold by the cooperative venture company
directly.
Article 19
In order to provide maintenance service to the products sold both in
China or abroad, the cooperative venture company may set up sales
branches
for maintenance service both in China or abroad subject to the
approval of
the relevant Chinese department.
Chapter 9 The Board of Directors
Article 20
The date of registration of the cooperative venture company shall be
the date of the establishment of the board of directors of the
cooperative
venture company.
Article 21
The board of directors is composed of ____________directors, of
which
___________shall be appointed by Party A, ____________by Party B.
The
chairman of the board shall be appointed by Party A, and its
vice-chairman
by Party B. The term of office for the directors, chairman and
vice-chairmans four years, their term of office may be renewed if
continuously appointed by the relevant party.
Article 22
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The highest authority of the cooperative venture company shall be
its
board of directors. It shall decide all major issues concerning the
cooperative venture company. Unanimous approval shall be required
for any
decisions concerning major issues. As for other matters, approval by
majority or a simple majority shall be required.
(Note: It shall be explicitly set out in the contract).
Article 23
The chairman of the board is the legal representative of the
cooperative venture company. Should the chairman be unable to
exercise his
responsibilities for any reason, he shall authorize the
vice-chairman or
any other directors to represent the joint venture company
temporarily.
Article 24
The board of directors shall convene at least one meeting every
year.
The meeting shall be called and presided over by the chairman of the
board. The chairman may convene an interim meeting based on a
proposal
made by more than one third of the total number of directors.
Minutes of
the meetings shall be placed on file.
Article 25
The meeting shall be valid only when more than two thirds of the
total
number of directors attend. In case of absence, the director shall
entrust
another person to attend and vote for him with a trust deed.
Chapter 1