Sino-foreign joint venture contract model

Chapter 1 General

Article 1 The Chinese company and the state-owned company, in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China, and on the principle of equality and mutual benefit, agreed to jointly invest in joint ventures in the provinces and cities of the People's Republic of China through friendly consultations. To operate a business, specialize in this contract.

Chapter II Parties to the Joint Venture

Article 2 The Chinese party to this contract is: Chinese company, registered in China, whose legal address is in the street area of ​​China.

Legal representative of Party A: Name Title Nationality.

Article 3 The foreign party to this contract is: State company, registered in the country, its legal address is .

Legal representative of Party B: Name Title Nationality.

Chapter III Establishment of a joint venture company

Article 4 Pursuant to the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China, Party A and Party B agree to establish a joint venture limited liability company within the territory of China in accordance with the terms of this contract.

Article 5 The name of the joint venture company is a limited liability company. The foreign name is . The legal address of the joint venture company is: Provincial Road Number.

Article 6 All activities of a joint venture company must abide by the laws, decrees and relevant regulations of the People's Republic of China.

Article 7 The organization form of the joint venture company is a limited liability company. Party A and Party B shall be responsible for the debts of the joint venture company with their respective contributions. The parties share profits and share risks and losses in proportion to their capital contribution in the registered capital.

Chapter IV Purpose, Scope and Scale of Production and Management

Article 8 The purpose of joint ventures of Party A and Party B is to adopt advanced and applicable technology and scientific management methods to improve product quality, develop new products, and in quality and price, in line with the desire to strengthen economic cooperation and technical exchanges. The aspect has the ability to compete in the international market, improve economic efficiency, and enable the investors to obtain satisfactory economic benefits.

Article 9 The production economic scope of a joint venture company is: production of products; maintenance services for products after sale; research and development of new products.

Article 10 The production scale of the joint venture company is as follows:

1 The production capacity of the company after the commissioning of the company is .

2 The development of Pei's production and operation, the production scale can be increased to the annual output, and the product variety will develop.

Chapter V Total Investment and Registered Capital

Article 11 The total investment of the joint venture company is RMB.

Article 12 The capital contribution of Party A and Party B shall be RMB yuan, which shall be the registered capital of the joint venture company. Among them: Party A, accounting for %; Party B, accounting for %.

Article 13 Party A and Party B shall contribute as follows:

Party A: cash yuan;

Mechanical equipment, value yuan;

Factory building, value yuan;

Land use rights ;

Industrial Property ;

Other ;

Common.

Party B: cash yuan;

Mechanical equipment, value yuan;

Industrial property rights

Other yuan;

Common.

Article 14 The registered capital of a joint venture company shall be paid by Party A and Party B in proportion to their capital contribution, and the amount paid in each period shall be as follows:

Article 15 If any party A or B transfers all or part of its capital contribution to a third party, it must be approved by the other party and submitted to the approval authority for approval. When one party transfers all or part of its capital contribution, the other party has the right of first refusal.

Chapter VI Responsibilities of the parties to the joint venture

Article 16 Party A shall complete the following matters:

1 The establishment of a joint venture company to apply for approval, registration, and business license to the relevant Chinese authorities;

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3 Disadvantages in the design and construction of the joint venture company's plant and other engineering facilities;

4Bei Biao 2 provides for cash, machinery and equipment;

5毙Helping to handle the import declaration procedures of machinery and equipment provided by Party B as capital contribution and transportation within China;

6 Assisting the joint venture company to purchase or lease equipment, materials, raw materials, office appliances, transportation, communication facilities, etc. in China;

7 Assist the joint venture company to contact the implementation of infrastructure such as water, electricity and transportation;

8 Assist the joint venture company to recruit local Chinese business managers, technicians, workers and other personnel required;

9 assist foreign staff in handling the required entry visas, work permits and travel procedures;

10 Prepare for other matters entrusted by the company.

Article 17 Party B shall complete the following matters:

1 The two regulations provide cash, machinery and equipment, industrial property rights and are responsible for transporting the physical equipment such as capital equipment to the Chinese port;

2 The company is entrusted to purchase machinery, equipment and materials outside China.

3 tourmaline equipment installation, commissioning and trial production technicians, production and inspection technicians;

4 迸嘌 Island suspected company's technical staff and workers;

5 When it is a technology transfer party, it shall be responsible for the stable production of qualified products by the joint venture company according to the design capability within the prescribed time limit;

6 Prepare other matters entrusted by the company.

Chapter VII Technology Transfer

Article 18 Party A and Party B agree that the joint venture company shall sign a technology transfer agreement with the party or a third party to obtain the advanced production technology, including product design, required to achieve the purpose and scale of production and operation as stipulated in Chapter IV of this contract. , manufacturing processes, test methods, material formulations, quality standards, training personnel, etc.

Article 19 Party B provides the following guarantees for technology transfer:

All the technologies, such as design, manufacturing technology, process flow, testing and inspection, provided by the joint venture company, are complete, accurate and feasible. They are in line with the business objectives and requirements of the joint venture company and are guaranteed to meet this contract. Required product quality and production capacity;

The 2 coins drag-and-drop Vけ 贤 和 and the technology specified in the technology transfer agreement are all transferred to the joint venture company, ensuring that the technology provided is the most advanced technology of the same technology of Party B. The equipment selection and performance quality are excellent and conform to the process operation. And actual use requirements;

The technical and technical services provided at each stage specified in the agreement shall be listed as a subsidiary file of the agreement and guaranteed to be implemented;

4 蓖 Jia Jian 12. Inter-department and other detailed information is part of the transferred technology, guaranteed to be submitted on time;

5. During the period of validity of the agreement, Party B's improvement of the technology and improved intelligence and technical information shall be provided to the joint venture company in a timely manner without any additional charge;

The 6-currency draw-offs will allow the joint venture technicians and workers to master the transferred technology within the time limit set by the agreement.

Article 20 If Party B fails to provide equipment and technology in accordance with the provisions of this contract and the technology transfer agreement, or finds acts of deception or concealment, Party B shall be responsible for compensation for the direct losses of the joint venture company.

Article 21 The technology transfer fee shall be paid by way of commission. The commission rate is % of the net sales of the product. The term of payment of the commission shall be within the time limit of the term of the technology transfer agreement as stipulated in Article 19 of this contract.

Article 22 The term of the technology transfer agreement signed between the joint venture company and Party B shall be one year. After the expiration of the technology transfer agreement, the joint venture company has the right to continue to use and research and develop the imported technology.

Chapter VIII Sales of Products

Article 23 The products of the joint venture company shall be sold in the domestic and foreign markets in China, with the export portion accounting for % and the domestic sales portion accounting for %.

Article 24 Products may be sold abroad through the following channels: % of direct sales from the joint venture company to China. The joint venture company and the Chinese foreign trade company enter into a sales contract, entrusting them to sell on a commission basis, or % underwritten by a Chinese foreign trade company. % of the sales by Party B to the joint venture company.

Article 25 The domestic products of the joint venture company may be underwritten or sold by the Chinese material department or commercial department, or directly sold by the joint venture company.

Article 26 In order to sell products and carry out post-sales product maintenance services in China, the joint venture company may establish branches for sales and maintenance services within and outside China, with the approval of the relevant Chinese authorities.

Article 27 The trademark of the joint venture company's products is .

Chapter IX Board of Directors

Article 28 The date of registration of the joint venture company shall be the date of establishment of the board of directors of the joint venture company.

Article 29 The board of directors shall be composed of directors, of which Party A shall appoint a name and Party B shall appoint a name. The chairman of the board of directors shall be appointed by Party A and the vice chairman shall be appointed by Party B. The directors and the chairman of the board of directors shall serve for a term of four years and shall be re-appointed by the appointed party.

Article 30 The board of directors is the highest authority of the joint venture company and determines all major matters of the joint venture company. A major decision should be passed unanimously before a decision can be made. For other matters, a majority or a simple majority may be adopted.

Article 31 The chairman of the board of directors is the legal representative of the joint venture company. When the chairman is unable to perform his duties for any reason, he may temporarily authorize the vice chairman or other directors to act as representatives.

Article 32 The board meeting shall be convened at least once a year, and the chairman shall convene and preside over the meeting. After more than one third of the directors proposed, the chairman of the board may convene an extraordinary meeting of the board Meeting minutes should be archived and saved.

Chapter X Management and Management Organization

Article 33 The joint venture company shall establish an operation and management organization responsible for the day-to-day operation and management of the company. The management organization has one general manager and is recommended by the party; the deputy general manager is recommended by Party A and Party B; the general manager and deputy general manager are employed by the board of directors for a term of office.

Article 34 The duties of the general manager shall be to implement the resolutions of the board meeting and organize and lead the daily operation and management of the joint venture company. The deputy general manager assists the general manager. The management organization may set up a number of department managers, who are responsible for the work of the various departments of the enterprise, handle the matters assigned by the general manager and the deputy general manager, and are responsible to the general manager and the deputy general manager.

Article 35 If the general manager or deputy general manager has malpractice or serious dereliction of duty, he may be replaced at any time by resolution of the board of directors.

Chapter XI Equipment, Material Purchase

Article 36 The raw materials, fuels, supporting parts, transportation tools and office supplies required by the joint venture company shall be purchased in China as soon as possible under the same conditions.

Article 37 When the joint venture company entrusts Party B to purchase equipment in the foreign market, Party B shall invite Party A to send personnel to participate.

Chapter XII Preparation and Construction

Article 38 During the preparation and construction period, the joint venture company shall establish a preparatory establishment under the board of directors. The preparatory establishment is made up of people, including Party A and Party B. The director of the preparatory office is recommended by the party, and the deputy director is recommended by the party. The director of the preparatory office and the deputy director are appointed by the board of directors.

Article 39 The preparatory establishment office is specifically responsible for reviewing the engineering design, signing the engineering construction contract, organizing the procurement and acceptance of relevant equipment, materials and other materials, formulating the overall progress of the project construction, preparing the use of the project plan, and mastering the project financial payment and project final accounts. , formulate relevant management methods, and do a good job in the preservation and arrangement of archives, drawings, files and materials during the construction process.

Article 40 Party A and Party B shall assign a number of technical personnel to form a technical team. Under the leadership of the preparatory establishment office, they shall be responsible for the review, supervision, inspection, acceptance and performance assessment of design, engineering quality, equipment materials and imported technologies.

Article 41 The preparation, remuneration and expenses of the staff of the preparatory establishment office shall be included in the project budget after the consent of both parties.

Article 42 After the completion of the construction of the factory and the completion of the handover procedures, the preparatory establishment shall be cancelled by the approval of the board of directors.

Chapter 13 Labor Management

Article 43 The employment, dismissal, wages, labor insurance, living welfare, rewards and punishments of the employees of the joint venture company shall be formulated and formulated by the board of directors in accordance with the "Labor Regulations of the Chinese-Foreign Joint Venture Enterprises of the People's Republic of China" and its implementation measures. The trade unions of the joint venture company and the joint venture company collectively or individually enter into labor contracts to stipulate.

After the labor contract is concluded, it shall be reported to the local labor management department for the record.

Article 44 The appointment and salary treatment, social insurance, welfare, and travel expenses standards recommended by Party A and Party B shall be discussed and decided by the board of directors.

Chapter XIV Tax, Finance, Audit

Article 45 The joint venture company shall pay various taxes in accordance with the relevant laws and regulations of China.

Article 46 The employees of a joint venture company shall pay individual income tax in accordance with the Law of the People's Republic of China on Individual Income Tax.

Article 47 The joint venture company shall, in accordance with the provisions of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures, withdraw reserve funds, enterprise development funds and employee welfare award funds. The proportion of each year shall be determined by the board of directors according to the company's operation.

Article 48 The fiscal year of the joint venture company shall be from January 1 to December 31 of each year, and all accounting vouchers, documents, statements and account books shall be written in Chinese.

Article 49 The financial audit of a joint venture employs an accountant registered in China to review and audit, and reports the results to the board of directors and general manager. If Party B believes that it is necessary to hire an auditor from another country to review the annual financial, Party A shall agree. All expenses required by it shall be borne by Party B.

Article 50 In the first three months of each business year, the general manager shall organize the preparation of the balance sheet, profit and loss calculation book and profit distribution plan of the previous year, and submit it to the board of directors for review and approval.

Chapter 15 The duration of the joint venture

Article 51 The term of the joint venture company is the year. The date of establishment of the joint venture company is the date on which the business license of the joint venture company is issued. On the proposal of one party, the board meeting was unanimously approved, and it is possible to apply to the Ministry of Foreign Economic Relations and Trade for an extension of the joint venture period six months before the end of the joint venture.