Sino-foreign joint venture contract (5)

Industrial contract reference format

table of Contents

1) General
2) Parties to the joint venture
3) Establishment of a joint venture company
4) Purpose, scope and scale of production and operation
5) Total investment and registered capital
6) Liability of the parties to the joint venture
7) Technology supply
8) Sales of products
9) Board of Directors
10) Management organization
11) Purchase of equipment materials
12) Preparation and construction
13) Labor management
14) Tax, Finance, Audit
15) Joint venture period
16) Expiration of property at the end of the joint venture
17) Insurance
18) Modification, change and release of the contract
19) Liability for breach of contract
20) Site usage fee
21) Force majeure
22) Applicable law
23) Settlement of disputes
24) Text

Chapter I General Provisions

××××,×××× and ××××According to the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China, in accordance with the principle of equality and mutual benefit, through friendly consultations, agreed to The province × city, jointly invested in holding joint ventures, special contract.

Chapter II Parties to the Joint Venture

Article 1 The parties to this contract are:

×××× is registered in XX City, China, with its legal address in China ×××, telephone:××, legal representative:

Name: × × × Position: × × Nationality: China

××××, registered in the XX city of China ×× province, its legal address is in China × × ×, telephone: × × legal representative:

Name: × × × Position: × × × Nationality: China
××××, registered in ××××××, English:××××
Its legal address: × × × × ×, English: × × × × ×
Legal representative:
Name: × × × Position: × × Nationality: × ×

Chapter III Establishment of a joint venture company

Article 2 The three parties A, B and C agree to operate “×××” in the joint venture according to the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China.

Article 3 The name of the joint venture company is ×××××, and the foreign language name is:××××.

The legal address of the joint venture company is: ×××.

Article 4 All activities of the joint venture company shall comply with the laws, decrees and relevant regulations of the People's Republic of China.

Article 5 The organization form of the joint venture company is a limited liability company. Party A, Party B and Party C shall be responsible for the debts of the joint venture company with their respective contributions, and share profits and share risks and losses according to the proportion of their capital contribution in the registered capital.

Chapter IV Scope and Scale of Production and Management Purposes

Article 6 The purpose of the parties to the joint venture is to adopt advanced and applicable technology and scientific management methods to improve product quality, develop new products, and in terms of quality and price, in line with the desire to strengthen economic cooperation and technical exchanges. It has the ability to compete in the international market, improve economic efficiency, and enable all parties to the investment to obtain satisfactory economic benefits.

Article 7 The scope of production and business of a joint venture company is:

Production and sales of × × × and × × × official box, nylon boxes and hardware accessories, leather, shoes.

Article 8 The production scale of the joint venture company is as follows:

1. After the joint venture company put into production, the production capacity is: annual output × × × × × official box.
2. With the development of production and management, the two sides agreed and approved by the approval authority, the production scale can be increased, and the product varieties will be developed into artificial leather and natural leather briefcases, leather, leather products and accessories.

Chapter V Total Investment and Registered Capital

Article 9 The total investment of the joint venture company is ×× US dollars.

Article 10 The total amount of capital contribution of the parties to the joint venture shall be XX US dollars, which shall be the registered capital of the joint venture company, of which:

Party A: × × US dollars, accounting for × × %
Party B: × × US dollars, accounting for × ×%
Party C: × × US dollars, accounting for × ×%

Article 11 The parties to the joint venture shall use the cash dollars as their capital contribution.

Article 12 The registered capital of the joint venture company shall be paid by Party A, Party B and Party C at the rate of capital contribution within one month after receiving the business license.

Article 13 If any party to the joint venture transfers all or part of its capital contribution to other parties, it shall, with the consent of the other parties to the joint venture, submit it to the examination and approval authority for approval, and go through the registration formalities with the original registration authority. The parties to the joint venture shall be in the joint venture. During the period, the amount of capital contribution shall not be reduced, but all or part of the capital contribution may be transferred: when one party transfers all or part of its capital contribution, the other parties to the joint venture have the right of first refusal.

Chapter VI Responsibilities of the parties to the joint venture

Article 14 The parties to the joint venture shall be responsible for the following matters:

× Party Responsibilities: handle the application for approval, registration, and business license for the establishment of the joint venture company; organize the design and construction of the joint venture company's plant and other engineering facilities; provide cash in accordance with Article 11 and be responsible for the joint venture Orders for import and export of equipment required by the company and transportation within China, assisting the joint venture company to purchase or lease equipment, materials, raw materials, office equipment, transportation, communication facilities, etc. in China; assist the joint venture company to contact water and electricity Infrastructure such as transportation; assist the joint venture company in recruiting local Chinese managers, technicians, workers and other personnel as needed.

Assist foreign staff in handling the required entry visas, work permits and travel procedures, etc., and be responsible for handling other matters entrusted by the joint venture company.

× Party Responsibility: Provide cash in accordance with the provisions of Article 11; handle the purchase of machinery and equipment and raw materials entrusted by the joint venture company outside China; and be responsible for transporting the ordered goods to the Chinese port; providing necessary equipment installation, commissioning and testing Training of production technicians, production and inspection technicians, so that the joint venture company can stably produce the joint products according to the design capability within the prescribed time limit, and is responsible for handling other matters entrusted by the joint venture company.

Chapter VII Technical Provision

Article 15 All the technologies for the design, manufacturing technology, process flow, testing and inspection of the products provided by the joint venture company for the joint venture company are complete, accurate and reliable, and are in compliance with the requirements of the joint venture. Meet the product quality and production capacity required by this contract. × Party shall actively cooperate with the employees according to the technical requirements provided by the party and organize employees to study seriously.

×Party assists in the selection and purchase of advanced equipment in accordance with the provisions of the contractual agreement and provides advanced technology.

Article 16 The close cooperation of the parties to the joint venture shall enable the qualified rate of the products produced by the joint venture company to reach XX% after the six-month training period of the joint venture company.

Article 17 Product quality standards shall be implemented in accordance with the provisions of the sales contract.

Chapter VIII Sales of Products

Article 18 The products of the joint venture company shall be sold in the domestic and overseas markets, and the qualified products shall account for XX% of the total annual output.

Article 19 The qualified products produced by the joint venture company shall be responsible for the sales of the foreign market by the X party. The participation price of the joint venture company shall be formulated by the board of directors with reference to the international market price.

Article 20 The domestic products of a joint venture company may be sold on a commission basis by the Chinese material department or the commercial department, or directly by the joint venture company.

Article 21 In order to sell and sell products after sales in China and abroad, the joint venture company may establish branches for sales and maintenance services within and outside China after approval by relevant Chinese authorities. Among them, branches established in China shall, after approval, go through the formalities for registration of changes with the original registration authority.

Article 22 The trademarks used in the products of the joint venture company shall be agreed by the board of directors, and then the trademark registration formalities shall be handled with the administrative department for industry and commerce according to relevant regulations.

Chapter IX Board of Directors

Article 23 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 24 The board of directors shall be composed of × directors, of which Party A shall send a name, Party B shall appoint a name, and Party C shall appoint a name. The chairman of the board of directors shall be appointed by Party A, the vice chairman shall be appointed by the party, the chairman and the vice chairman shall serve for a term of x years, and the appointed party shall continue to be appointed for re-election.

Article 25 The board of directors is the highest authority of the joint venture company and determines all major issues of the joint venture company:

1. Amendment of the articles of association of the joint venture;
2. The dissolution of the joint venture company is terminated;
3. Increase in the transfer of registered capital of the joint venture company;
4. The joint venture company merges with other economic organizations.

Major issues should be coordinated according to the principle of equality and mutual benefit, and must be passed unanimously before making a decision. For other issues that are not of major power, a majority or a simple majority can be adopted.

Article 26 The chairman of the board of directors is the legal representative of the joint venture company. If the chairman of the board of directors is unable to perform his duties for any reason, he may temporarily authorize the vice chairman or other directors to represent him.

Article 27 The board of directors shall meet at least once a year, and the chairman of the board of directors shall convene the board of directors and preside over it. Upon the proposal of any two directors, the chairman of the board of directors or an extraordinary meeting of the board of directors shall keep the minutes of the meeting. Meetings should generally be held in XX City and, if necessary, in other cities in China or at appropriate locations abroad. After the signing of the major resolutions of the board of directors, the documents shall be filed in the Chinese and English.

Article 28 After the consent of the parties, the board of directors shall hire a notary public accountant to attend the board meeting. The notary public accountant has the right to review all the vouchers, account books, statements, accounting files of the joint venture and report and make recommendations to the board of directors. The board of directors may invite the XX representative to attend the board of directors according to the needs of the work.

Chapter X Business Management Organization

Article 29 The operation and management organization of the joint venture company shall be responsible for the daily operation and management of the company. The operation management organization shall have one general manager, the first general manager shall be recommended by the party, and the deputy general manager shall be recommended by the party and appointed by the board of directors.

Article 30 The duties of the general manager shall be to implement the resolutions of the board of directors and organize and lead the daily operation and management of the joint venture company. The deputy general manager assists the general manager. When the general manager is absent, the deputy general manager exercises the power of the general manager.

Article 31 The operation and management organization shall have a number of department managers who shall be responsible for the work of all departments of the enterprise, handle the matters assigned by the general manager and the deputy general manager, and be responsible to the general manager.

Article 32 If the general manager and the deputy general manager have malpractice or serious dereliction of duty, they may be removed or dismissed at any time by resolution of the board of directors.

Chapter 11 Equipment Material Purchase

Article 33 The raw materials, supporting parts, transportation tools and office supplies equipment required by the joint venture company shall, in the case of the same conditions, be preferentially purchased in China.

Article 34 When the entrusting party of a joint venture company purchases raw materials, accessory parts, transportation tools and office supplies equipment in foreign markets, it shall invite the X party to send people to participate, and the price shall be agreed by the joint venture company.

Chapter 12 Preparation and Construction

Article 35 During the preparation and construction of the joint venture company, a preparatory group shall be set up under the board of directors to be responsible for the adjustment of production plants, equipment procurement and installation and commissioning.

The preparatory group consists of × people. The expenses are included in the preparation fee. The preparation team has a team leader and a deputy team leader. The deputy team leader is appointed by the board of directors. The team leader and deputy team leader implement and supervise the production preparation work. Accepted by the board of directors. After the acceptance is completed, the preparatory team will be revoked.

Article 36 The preparatory group shall be specifically responsible for reviewing the engineering design, signing the contract for the construction of the project, organizing the procurement and acceptance of materials related to equipment and materials, formulating the overall progress of the project construction, preparing the project plan, and mastering the project financial payment and project final accounts. , formulate relevant management methods, and do a good job in the archives during the construction process. The maintenance and organization of drawings, files and materials.

Article 37: Both parties shall designate a number of technical personnel to form a technical team to be responsible for the review, supervision, inspection, acceptance and performance appraisal of design, engineering quality equipment materials and imported technologies.

Article 38 The preparation, remuneration and expenses of the staff of the preparatory team shall be included in the project budget with the consent of the parties.

Article 39 The preparatory group shall determine the list of equipment to be imported and purchased and processed in China according to the production requirements of the production provided by the party. The prices shall be mutually agreed, the purchase shall be preferentially selected, and the equipment purchase contract shall be signed and the equipment shall be inspected according to the contract. Failure to meet the requirements will be claimed in accordance with the regulations.

Chapter 13 Labor Management

Article 40 The employment, dismissal, wages, labor insurance, living welfare, rewards and punishments of employees of the joint venture company shall be in accordance with the "Labor Regulations of Chinese-Foreign Joint Venture Enterprises of the People's Republic of China" and its implementation measures. The specific plan of the board of directors is determined by the joint or individual contract of the joint venture company and the joint venture company. After the labor contract is concluded, it shall be reported to the labor management department of XX City for approval.

Article 41 The employment and salary of senior management personnel recommended by both Chinese and foreign parties, social insurance, welfare, and travel expenses standards shall be discussed and decided by the board of directors.

Chapter XIV Tax, Finance, Audit

Article 42 The joint venture company shall pay various taxes in accordance with the relevant laws and regulations of China. All foreign exchange matters of the joint venture company shall be handled in accordance with the Interim Regulations on Foreign Exchange Administration of the People's Republic of China and relevant regulations. The joint venture company shall be discussed and approved by the board of directors according to the specific circumstances of the company, and an accounting system shall be formulated and implemented.

Article 43 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, and the proportion of each year shall be discussed by the board of directors according to the company's operation.

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Article 44 The employees of a joint venture company shall pay individual income tax in accordance with the Individual Income Tax Law of the People's Republic of China.

Article 45 The fiscal year of the joint venture company shall be recorded from January 1 to December 31 of each year, and all accounting vouchers, documents, statements and account books shall be recorded in Chinese; the monthly and year-end financial statements shall be in Chinese respectively. Written in English and reported to Chinese and foreign parties before the 10th of the following month.

Article 46 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 the X party believes that it is necessary to hire an auditor from another country to review the financial affairs of the year, the X party should agree, and all expenses required by the party shall be borne by the X party.

Article 47 The joint venture company shall open RMB and foreign currency accounts at the Bank of China ×× branch, which shall be accounted for separately in RMB and USD, and shall be settled in RMB at the end of the year.

Article 48 In the first three months of each business year, the general manager shall organize the preparation of the balance sheet of the previous year, the profit and loss calculation book and the profit distribution plan, which shall be submitted to the board of directors for examination and approval.

Article 49 The export of qualified products of a joint venture company may apply for reduction or exemption of industrial and commercial consolidated tax according to the regulations, and the income tax exemption procedures shall be handled in accordance with the relevant provisions of Sino-foreign joint venture enterprises.

Article 50 The profits of the parties to the joint venture shall be used for the reinvestment part of the company. If the term is not less than five years, the application for tax authorities may refund the XX of the reinvested portion of the income tax paid, and reinvest for less than five years. If you withdraw, you should pay back the refunded tax.

Article 51 The total profit earned by the joint venture company shall be deducted from the reserve fund, the enterprise development fund, the employee reward and welfare fund after the income tax is paid according to the income tax law of the Chinese-foreign joint venture of the People's Republic of China, and the remaining net profit shall be distributed once a year according to the investment ratio. The amount of each fund is determined by the board of directors.

Article 52 When the profits distributed by the X parties are remitted abroad, they shall be handled in accordance with the relevant provisions of the Income Tax Law of the People's Republic of China and the Regulations on Foreign Exchange Control.

Article 53 When a loss occurs in a joint venture company, it may be compensated or transferred to the next year by the reserve fund upon the decision of the board of directors.

Article 54 When a joint venture company lacks funds, it may lend to the Bank of China or other financial institutions in China in accordance with the “Interim Provisions on Joint Venture Enterprise Loans”, or may lend to foreign institutions. When raising funds, consideration should be given to interest rates and maturities. And other conditions.

Chapter 15 Period of Joint Venture

Article 55 The term of the joint venture shall be XX years, calculated from the date on which the joint venture company obtains the business license.

Article 56 After the expiration of the contract, if Party A, Party B and Party C are willing to continue the joint venture, they may apply to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for an extension of the joint venture period six months before the expiration of the contract.

Article 57 The contract may also be terminated early in the event of the following:

1. A serious loss occurs in the enterprise, and the total amount reaches XX% of the registered capital or cannot be recovered.
2. Suffering from the external influence of force majeure, the joint venture company has difficulty in operating and cannot continue.
3. When either party violates the contract and the company is unable to operate.

In the above circumstances, the parties to the joint venture should make the best efforts to remove obstacles and avoid terminating the contract.

Article 58 The early termination of this contract shall be subject to the negotiation and approval of the parties to the joint venture, and the application for completion of the application shall be submitted to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China or its authorized institution for examination and approval.

Article 59 When the contract is terminated, the board of directors proposes a plan for property clean-up, and the local financial department and the bank where the account is opened are reviewed and entrusted to the notary public accountant registered in China for clearing. The property after liquidation shall be divided according to the proportion after the investment. The funds allocated by the party can be remitted to XX according to the “joint venture law”.

Article 60 If the contract is terminated and the liquidation work is completed, it must go through the formalities for cancellation with the registration authority, return the business license, and stop all business activities.

Chapter XVI Joint Expenditure Property Processing

Article 61 When the joint venture expires or terminates the joint venture in advance, the joint venture company shall conduct liquidation according to law, and the property after liquidation shall be distributed according to the proportion of investment by Party A, Party B and Party C.

Chapter 17 Insurance

Article 62 All insurances of the joint venture company shall be insured by the People's Insurance Company of China, and the insurance shall be insured, the value of the insurance, and the term of the insurance shall be discussed and decided by the board meeting of the joint venture company in accordance with the regulations of the People's Insurance Company of China.

Chapter 18 Modification, Alteration and Dissolution of the Contract

Article 63 The amendments to this contract and its subsidiary files must be signed by the parties and submitted to the original examination and approval authority for approval before they can take effect.

Article 64: Due to force majeure, the contract cannot be fulfilled, or the joint venture company cannot continue to operate due to consecutive years of losses. After unanimous approval by the board of directors and approval to the original examination and approval authority, the joint venture period and termination of the contract may be terminated in advance.

Article 65: If a party fails to perform its obligations under the contract or the articles of association, or seriously violates the provisions of the contract or the articles of association, causing the joint venture company to fail to operate or fail to meet the business objectives stipulated in the contract, it shall be deemed to be a one-sided termination contract by the defaulting party. In addition to the claim of the defaulting party, and the right to report to the original examination and approval authority to approve the termination of the company contract in accordance with the contract, if all parties agree to continue the joint venture, the party shall compensate the joint venture company for economic losses.

Chapter 19: Liability for breach of contract

Article 66 If any of the parties to the joint venture fails to submit the capital contribution in accordance with the provisions of Chapter V of the contract, from the first month of the overdue, each one of the overdue one month, the defaulting party shall pay the amount of capital × × The liquidated damages shall be paid to the other observant parties of the joint venture company. If the overdue payment is not submitted within three months, the defending party shall have the right to comply with the contract in addition to the cumulative penalty of 3% of the capital contribution to be surrendered. Article 57 provides for the termination of the contract and requires the defaulting party to compensate for the loss.

Article 67 If, due to the negligence of one party, the contract and its subsidiary files cannot be performed or cannot be fully performed, the negligent party shall be liable for breach of contract; if it is the fault of several parties of the joint venture company, according to the actual situation, the parties shall separately Take responsibility for the parties.

Article 68 In order to guarantee the performance of this contract and its subsidiary files, Party A, Party B and Party C shall provide each other with bank guarantees for performance.

Chapter 20 Site Usage Fee

Article 69 The venue used by the joint venture company shall be owned by the State of the People's Republic of China and shall pay the usage fee to the Chinese government.

Article 70 The joint venture company rents the space of XX square meters, the rental fee is XX yuan per square meter per year, and the method of payment of the rental fee shall be implemented according to the regulations of the relevant department of the XX Municipal Government, and the XX joint venture company shall rent the workshop of the party. The warehouse is tentatively set at XX square meters, and the rental fee is set at XX yuan per square meter per year. It is calculated according to the area of ​​use. The rental fee for water, electricity and steam facilities is XX yuan per year. The above three costs are included in the cost of the product.

Chapter 21 Force Majeure

Article 71: Due to earthquakes, typhoons, floods, fires, wars, and other force majeure accidents that cannot be foreseen and cannot be prevented or avoided due to their occurrence and consequences, causing direct impact on the performance of the contract or failure to perform according to the agreed conditions, The party responsible for the above-mentioned force majeure accident shall immediately notify the other parties of the joint venture company by telegram, and shall provide the details of the accident and the valid proof of the contract, or the reason for the need to perform the overdue performance within XX days. It shall be issued by the notary office of the accident-prone area. According to the extent of the impact of the accident on the performance of the contract, the parties shall decide whether to terminate the contract, or partially exempt the performance of the contract, or postpone the performance of the contract.

Chapter 22 Applicable Law

Article 72 The conclusion, validity, interpretation, performance and settlement of disputes of this contract are governed by the laws of the People's Republic of China.

Chapter 23—Dissolution of Disputes

Article 73 All disputes arising out of or in connection with the execution of this contract shall be settled through friendly negotiation. If the negotiation cannot be resolved, it shall be submitted to the Beijing China Council for the Promotion of International Trade's Foreign Economic and Trade Arbitration Commission. According to the interim rules of the arbitration procedure of the association, the arbitral award is final and binding on all parties, and the arbitration fees shall be borne by the losing party.

Article 74 In the course of arbitration, the rest of this contract shall continue to be performed except for the part of the dispute in which the parties are engaged in arbitration.

Chapter 24—Text

Article 75 This contract is written in Chinese.

Chapter 25—The Contract Effective and Others

Article 76 The following subsidiary agreements shall be concluded in accordance with the principles stipulated in this contract: the formation of engineering agreements, sales agreements, etc., are all part of this contract.

Article 77 This contract and its subsidiary files shall be subject to the approval of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China and shall come into force on the date of approval.

Article 78. For the method of transmitting notices by Party A, Party B and Party C, if they use telegrams or telex notices, where the rights and obligations of the parties are involved, they shall be notified in writing by letter A and B listed in the contract. The legal address of C is the receiving address of each party.

Article 79 This contract shall be signed by the representatives authorized by Party A, Party B and Party C in China ×××××××××.