Sino-foreign joint venture contract (6)
Hotel contract reference format
table of Contents
Foreword
1) Both parties to the joint venture
2) Establishing a joint venture
3) The purpose, business scope and scale of the joint venture
4) Total investment and registered capital
5) Responsibilities of both parties
6) Board of Directors
7) Management organization
8) Preparation and preparation
9) Procurement
10) Labor Management
11) Taxation
12) Finance and accounting
13) Audit
14) Land use fee
15) Joint venture period
16) Liability for breach of contract
17) Liquidation
18) Insurance
19) Applicable law
20) Security secret
21) Force majeure
22) Settlement of disputes
23) Dissolution of the contract
24) Supplementary
Foreword
×××× and ××××,××××,××××According to the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations, on the basis of equality and mutual benefit, after friendly consultation, agree to common Investing in the establishment and operation of joint ventures in XX City, China, signing this contract.
Chapter 1 Joint Venture Parties
Article 1 The parties to this contract are as follows:
Party A: ××××
Registration place: ××
Legal address: ××××
Legal representative:
Name: ×××
Position: × ×
Nationality: People's Republic
Party B: ××××, ××××,××××. ×××× and ××× respectively delegated ×××× as their authorized representative.
1. ××××:
Place of registration: ××××
Legal address: ××××
Legal representative:
Name: ×××
Position: × ×
Nationality: × ×
2. ××××
Place of registration: ××××
Legal address: ××××
Legal representative:
Name: ×××
Position: × ×
Nationality: × ×
3. ××××:
Place of registration: ××××
Legal address: ××××
Legal representative:
Name: ×××
Position: × ×
Nationality: × ×
Chapter II Establishment of Joint Ventures
Article 2 The joint venture Party A and Party B shall apply to the relevant Chinese authorities for approval procedures in accordance with the relevant laws and regulations of the People's Republic of China, and shall establish a joint venture enterprise in XX City.
Article 3 The name and legal address of the joint venture are as follows:
Name: Chinese: ××××
English: ××××
Legal address: ××××.
Article 4 A joint venture is a Chinese legal person established under the laws of the People's Republic of China. All its activities are governed by Chinese law and its legitimate rights and interests are protected by Chinese law. If a new law is promulgated, it shall be implemented in accordance with the provisions of Article 40 of the Foreign Economic Contract Law of the People's Republic of China.
Article 5 A joint venture is a limited liability company. Both Party A and Party B shall bear the responsibility for the joint ventures with the amount of their respective contributions, and distribute profits according to the proportion of their respective contributions, and bear risks and losses.
Chapter III Purpose, Business Scope and Scale of Joint Ventures
Article 6 The purpose of the joint venture is to jointly build and operate a modern-level XX club in the spirit of friendly cooperation, providing social, conference, office, communication, recreation, accommodation and services to Chinese and foreign people. Through advanced management and management methods and high-quality, high-efficiency services, we will obtain social and economic benefits that are satisfactory to both parties.
Article 7 The business scope of the joint venture is: social and conference venues, recreational projects, hotels, office buildings, restaurants, affiliated communications equipment and commodities, and other related living and working services.
Article 8 The scale of construction and operation of a joint venture is as follows:
Total area × × square meters;
New construction area × × square meters,
Among them: the hotel part is about XX square meters.
The office building is approximately XX square meters;
The original building area is ×× square meters.
Chapter IV Total Investment and Registered Capital
Article 9 The total investment of a joint venture shall be × × US dollars. The investment includes the following fees:
1. The land disposal fee required for the joint venture to operate;
2. Municipal engineering facilities fee;
3. The price of the original building, structure and equipment fixed on the building shall be transferred to the joint venture;
4. design fee;
5. Construction fee
6. Preparation fee;
7. Opening preparation fee;
8. The new construction will be completed before the opening of the working capital;
9. Loan interest during construction;
10. Other unforeseen expenses incurred by the board of directors.
Article 10 The land required for the operation of the joint venture has been disposed of by Party A, and its disposal fee is XX US dollars. The original buildings, structures and equipment fixed on the building shall be handed over to the joint venture after the establishment of the joint venture, and the price shall be XX US dollars.
Article 11 The registered capital of a joint venture is fixed at × × US dollars. Party A's capital contribution is XX US dollars, accounting for XX%; Party B's capital contribution is XX US dollars, accounting for XX%.
Article 12 Both Party A and Party B shall contribute in the following manner according to the amount of funds specified in the preceding article:
1. Party A: Party A's land disposal fee is × × US dollars. The original buildings, structures and equipment fixed on the buildings are priced at × × US dollars, totaling × × US dollars, as capital contribution. For details of land disposal fees and original buildings, structures and equipment fixed on buildings, see Attachment A of the Contracts of Party A.
2. Party B: Capitalized by cash × × US dollars. The investment ratios of the three investors of Party B are: ××××××%, ××××××%, ××××××%.
Article 13 Both Party A and Party B shall pay the full amount of capital contribution to the joint venture company in accordance with the following provisions.
1. Party A's land disposal fee is × × US dollars. The existing buildings, structures and equipment fixed on the buildings are priced at × × US dollars. Party A shall deliver all the land and existing buildings, structures and equipment fixed on the building to the joint venture for acceptance within XX days after the joint venture and the Chinese government land administration department sign the land contract.
2. Party B shall remit the paid-up registered capital cash of US$× to the bank account opened by the joint venture in two batches.
The first batch shall be paid XX% of the registered capital within the fifteen days after the joint venture and the Chinese government land administration department sign the land contract, counting × × US dollars;
The second batch shall be delivered XX% of the registered capital before the ××××year×month×day, counting XX US dollars.
Article 14 If either party A fails to fulfill its capital contribution obligations in whole or in part during the period specified in the preceding article, it constitutes a breach of contract. The defaulting party shall pay the delay compensation to the non-defaulting party at the interest rate ××%/day according to the time and amount of the delay. If the capital contribution obligation is not fulfilled within the time limit x months, the non-defaulting party may terminate the contract and have the right to demand the defaulting party to compensate the non-defaulting party for economic losses caused by the breach of contract.
Article 15 After both Party A and Party B have paid the full amount of capital, they shall be verified by an accountant registered in China and issue a capital verification report, and the joint venture shall issue a capital contribution certificate signed by the chairman and vice chairman.
Article 16 Among the total investment required for a joint venture, except for the registered capital × × US dollars specified in this chapter, the insufficient amount of × × US dollars shall be separately raised by the joint venture.
Article 17 In order to raise the shortfall of the total amount of investment listed in Article 16 × × US dollars, the joint venture entrusts XX Bank to lead and XX Bank is the international syndicated loan organized by the Deputy Leading Organization.
If the total investment exceeds XX US dollars, the joint venture may apply to the above-mentioned international syndicate for acceptance of the standby credit with a limit of ×% of the construction fee.
If it is still insufficient, the joint venture may, with the written consent of the Bank of China, apply to other banks for acceptance of the loan with a limit of x% of the unfinished investment in the total investment.
Article 18 The joint venture accepts the loan and is under the supervision of the State Administration of Foreign Exchange of China. The guarantee is provided by the amount of the loan of the international syndicate led by the XX Bank. The joint venture provides all of its assets to XX as a counter-guarantee for the above guarantee. ×× is charged a guarantee fee.
Article 19 Loan agreements, guarantee agreements and counter-guarantee agreements shall be signed as soon as possible after the establishment of the joint venture.
Article 20 If either party A or Party B transfers all or part of its capital contribution to a third party, it must obtain prior written consent from the other party.
Article 21 When either Party A or Party B transfers all or part of its capital contribution, the other party has the right to purchase it first. However, when a party files an assignment, the other party must provide a written reply within XX days of a written reply to accept the transfer. If the reply is not accepted within the time limit, the right of first refusal is deemed to be waived.
The conditions for any third party to transfer its capital contribution cannot be better than the conditions offered to the other party to this contract.
In case of violating one of the above provisions, the transfer is invalid.
Article 22 The transfer of the registered capital of a joint venture shall be approved or confirmed by the board of directors and submitted to the original examination and approval authority for approval to go through the formalities for registration of changes with the registration authority.
Article 23 Party A agrees that Party B shall, after the establishment of the joint venture, establish an investment company consisting of ××××, ××××, and ××××, if Party B fails to perform this contract In the case of obligations, Party B may transfer the qualifications or total capital contribution of Party B's funders to the investment company. However, the investment company must have the ability to perform this contract and assume the obligations set forth in this contract.
Party B shall notify Party A in writing XX days prior to the transfer, and the joint venture shall report to the original approval authority for approval. Party A shall actively assist in obtaining the approval as soon as possible.
If Party B does not transfer in the above manner, it must continue to fulfill Party B's obligations as stipulated in this contract.
Chapter V Responsibilities of the Joint Venture Parties
Article 24 In addition to the obligations stipulated in other provisions of this contract, the parties to the joint venture shall also be responsible for assisting in the following matters:
Party A: 1. To assist the joint venture company in handling the application for approval, registration and business license of the establishment of the joint venture to the relevant Chinese authorities;
2. Assisting the joint venture to sign a land contract with the land administration department of the Chinese government to obtain land use rights; to transfer the ownership of the original buildings, structures and equipment fixed to the buildings to the joint ventures to the relevant Chinese authorities;
3. Responsible for providing relevant regulations, data and information necessary for new buildings and renovation of existing buildings;
4. Before the establishment of the operation and management institution of the joint venture, assist Party B in handling the procedures for entry and residence of foreign business personnel;
5. Assist the joint venture in handling the construction and normal use of water, electricity, gas, heating, communications, roads and other related infrastructure in the construction and operation of the joint venture;
6. Assisting joint ventures in handling construction projects and operations, customs clearance procedures for the purchase of imported machinery, materials, equipment, transportation and other supplies from outside China, transportation and declaration of tax exemption procedures in China;
7. Assist the joint venture in handling the recruitment of Chinese national management personnel, technical personnel and sales personnel;
8. Assist the joint venture to obtain the approval of the relevant Chinese approval department as soon as possible for the design of the original building and the new building and the expansion of the preliminary design;
9. Do our utmost to assist the joint venture. When the renovation of the original building is completed, the new construction civil works will be completed and passed the completion inspection of the relevant inspection and acceptance department in China;
10. Do our utmost to assist the joint venture to obtain loans from the international syndicate led by XX Bank and apply for loan approval to the State Administration of Foreign Exchange of China;
11. Assist in handling other related matters entrusted by the joint venture.
Party B: 1. In accordance with the guidelines and plans decided by the Board of Directors, we will do our utmost to assist the joint ventures to contact and purchase machinery, materials, equipment, vehicles and other supplies that must be imported from China outside the country at the most favorable price. And arrange to arrive at the designated Chinese port;
2. Recommend and dispatch competent and cooperative personnel to participate in the establishment and operation of joint ventures according to the interests and needs of the joint venture;
3. Do our utmost to assist the joint venture to provide venues and all necessary conditions for the management of its management personnel, technicians and sales personnel outside China, or other relevant arrangements;
4. Assist in handling other related matters entrusted by the joint venture.
Chapter VI Board of Directors
Article 25 The board of directors is the highest authority of the joint venture and determines all major issues of the joint venture.
Article 26 The board of directors shall be composed of × directors, of which Party A shall appoint x directors and Party B shall appoint x directors.
Article 27 The term of office of a director shall be x years, and the term of office of the director shall expire, and the appointed party shall continue to be appointed for re-election.
Article 28 If a director's position is vacant for any reason, the original party will send another director to replace it.
In exceptional circumstances, the appointing party may change the director before the expiration of the term of the appointed director, but must notify the other party and the board of directors in writing.
Article 29 The board of directors shall have one chairman and one vice chairman. The chairman of the board of directors shall be appointed by Party A and the vice chairman from Party B respectively.
The chairman of the board is the legal representative of the joint venture. When the chairman is unable to perform his duties for any reason, he shall authorize the vice chairman to act on his behalf. When neither the chairman nor the vice-chairman can perform his or her functions, the chairman of the board of directors shall authorize another director to act on his behalf.
Article 30 A board meeting must be attended by more than two-thirds of the directors who meet the quorum. If the director is unable to attend for any reason, he may issue a power of attorney to entrust another director or a third party to attend the board meeting and vote on his behalf.
Article 31 The board meeting shall be approved by more than half of the directors present at the meeting, and shall include the directors appointed by Party A and Party B respectively. Or the entrusted person referred to in Article 30 can make a resolution.
Article 32 The following matters shall be resolved by the unanimous approval of the directors present at the board meeting or the entrusted persons referred to in Article 30:
1. Amendment of the articles of association of the joint venture;
2. Suspension and dissolution of the joint venture;
3. Transfer of registered capital of the joint venture;
4. Merger of joint ventures with other economic organizations.
Article 33 The board meeting shall be convened at least once a year and shall be convened and presided over by the chairman of the board of directors. When the chairman of the board cannot convene, he shall entrust the vice chairman or another director to convene and preside over.
With the proposal of more than one-third of the directors, the chairman must hold an interim board meeting.
Article 34 The general manager and the deputy general manager may attend the board meeting without voting rights unless they are themselves directors or are entrusted to represent a director.
Article 35 The matters decided at the meeting of the board of directors shall be recorded in Chinese and X respectively, and shall be filed by the joint venture after being signed by the directors present or the entrusted party referred to in Article 30, and copied to Party A and B. both sides.
Article 36 The board meeting shall be held in China XX. After the chairman and the vice-chairman have agreed to negotiate, they may also be held at other locations.
Article 37 In addition to the remuneration payable for the operation and management of a joint venture, the directors shall not obtain any remuneration from the joint venture. However, expenses such as travel expenses, accommodation, hospitality, etc. during the board meeting are borne by the joint venture.
Chapter VII Management and Management Organization
Article 38 A joint venture shall establish an operation and management institution under the board of directors and be responsible for the day-to-day operation and management of the joint venture.
Article 39 The operation and management agency shall have one general manager, one or three deputy general managers, one chief accountant and one auditor depending on the needs of the work. The above-mentioned personnel are senior management personnel of the joint venture and are appointed and removed by the board of directors.
Article 40 In the first × year after the establishment of the joint venture, in accordance with the principle of equal reciprocity of both parties, the general manager shall be recommended by Party B, and the deputy general manager shall be recommended by Party A or Party A respectively, from the first year after the establishment of the joint venture. At the beginning, the general manager is recommended by Party A, and the deputy general manager is recommended by Party B or Party A and Party B respectively.
During the joint venture period, the chief accountant shall be recommended by Party A and the auditor shall be recommended by Party B; if the parties agree, the auditor may also be recommended by Party A.
Article 41 The chairman, vice-chairman and directors may concurrently serve as the general manager, deputy general manager or other senior management positions of the joint venture.
Article 42 The general manager shall be responsible for the matters decided by the board of directors, be responsible to the board of directors, and organize and lead the daily operation and management of the joint venture. Within the scope authorized by the board of directors, externally represent the joint venture, and other subordinates who are exempt from senior management, and exercise other authorized functions. When the general manager is unable to perform his duties for any reason, he shall authorize the deputy general manager to act on his behalf.
The deputy general manager assists the general manager and, under the authority of the general manager, shares the leadership of a certain range of business management. The general manager shall agree with the deputy general manager on important matters in the daily business of the joint venture.
The important matters stipulated in the preceding paragraph are stipulated in the articles of association.
Article 43 The general manager or deputy general manager shall not concurrently perform the executive duties of any other economic organization, and shall not participate in the commercial competition of the joint ventures by other economic organizations. Otherwise, it shall be regarded as the dereliction of duty of the joint venture.
Article 44: The general manager, deputy general manager and other senior management personnel may have engaged in malpractice or serious dereliction of duty, or are unable to perform their duties. They may be dismissed at any time upon the decision of the board of directors.
Article 45 According to the decision of the directors, a number of departments are set up in the operation and management institutions to manage the business of all aspects of the joint venture. The divisional department manager and deputy manager are appointed and removed by the general manager and are responsible to the general manager.
Article 46 The operation and management institutions, including the temporary establishment of the preparatory establishment, the preparatory office, and the staffing, salary and benefits of the administrative department, shall be drafted by the general manager and submitted to the board of directors for approval.
Article 47 The operation and management of the hotel part of the joint venture shall be entrusted to XX×, and the general manager and the deputy general manager shall submit the entrustment conditions and formulate the entrustment contract to the board of directors for approval.
Chapter VIII Preparation and Preparation
Article 48 The joint venture shall, at the initial stage, be authorized and supervised by the board of directors, and the general manager shall complete the following three tasks with the assistance of the deputy general manager:
1. Work on the construction of the joint venture;
2. Preparations for the full opening of the joint venture;
3. The normal operation of the original buildings and facilities before the full opening.
Article 49 For the three tasks stipulated in Article 48, the division of responsibilities between the general manager and the deputy general manager shall be as follows:
1. The general manager is responsible for the overall work;
2. The deputy general manager assists the general manager in his work and is responsible for the work of the preparatory office, the preparatory office and the administrative department.
Article 50 In order to complete the three tasks at the initial stage of the joint venture listed in Article 48 above, the general manager shall be responsible for organizing the appropriate personnel to establish the preparatory establishment, the preparatory office and the administrative department. Their functions are as follows:
First, the preparatory office
The organization shall formulate the plan design and expand the preliminary design, which shall be decided by the general manager and the deputy general manager to the board of directors and reported to the competent Chinese authorities for approval;
According to the approved preliminary design, the project budget will be produced and the general manager and deputy general manager will report to the board of directors;
Contact the contractor design unit to arrange related matters related to the design contract;
Contact the general contractor construction unit to arrange related matters related to the general contracting contract;
Arrange the machinery, equipment and materials required for the construction of procurement and transportation projects inside and outside China;
At any time, the unit that inspects the contract design and contracted construction is required to perform the contract on time and in good quality and quantity, and coordinate with the other party as needed to solve the problems in the performance contract;
Timely check the hidden parts of the project during the construction process, organize the acceptance of some projects and the completion acceptance of all projects;
Pay the design and engineering fees in strict accordance with the terms of the design and engineering contract, and pay other related expenses within the budget;
Organize and maintain all drawings, files and other records related to design, construction and acceptance;
Other related businesses.
two. Preparatory office
Maintain and manage the original building and maintain normal business;
To formulate business management plans for different business departments such as recreation, hotels, office buildings, restaurants and shops, and to contact and arrange the external cooperation and entrustment of the above business department management;
Arrange the procurement, transportation and installation of the necessary equipment, furniture and other supplies for each business department;
Formulate the staffing of the various business departments;
Arranging and managing business training for sales staff;
Do all the preparations for the full opening of the joint venture.
three. Administrative office
Responsible for general administrative affairs;
Responsible for relevant legal matters;
Responsible for the receipt, registration, and storage of documents and materials;
Formulate a financial accounting system and be fully responsible for accounting work;
Responsible for fund raising, use and income and expenditure;
Responsible for the investment budget and settlement management of the construction and reconstruction of new buildings and original buildings;
Responsible for the assessment, selection, hiring and pre-job training of staff;
Formulate staff salary standards, welfare treatment plans and rewards and punishments regulations.
Article 51 The provisional institution referred to in Article 50 shall, after completing its assigned tasks, be revoked immediately upon the decision of the board of directors. Before the revocation of the temporary agency, the general manager must report to the board of directors for the establishment of the joint venture's organization and staffing according to the provisions of Article 46, and prepare for the full opening.
Article 52 According to the authorization of the board of directors, after the general manager and the deputy general manager have reached consensus, part of the preparatory work and preparations may be completed in cooperation with a third party or entrusted to a third party agent.
Article 53 The design of a new building of a joint venture shall be carried out by the joint venture enterprise entrusted by ×××× and ××××, and the increase in the construction area of the new building that is effectively submitted for the design shall not exceed ×10,000 square feet. ×% of the meter.
The joint venture entrusted ×××× to contract the construction of the new building of the joint venture.
Chapter IX Purchasing
Article 54 The general manager shall be responsible for proposing the procurement plan and budget for the machinery, materials, equipment, transportation and other supplies necessary for the construction project and business of the joint venture. The items to be purchased in China and imported from outside China shall be listed separately and submitted to the board of directors for approval, and then purchased by the joint venture or commissioned by a third party.
Article 55 The purchase of construction materials and business materials required for joint ventures shall be subject to the preferential use of Chinese products under the same conditions of quality, price and delivery deadline.
Article 56 In order to ensure that the facilities of all aspects of the joint venture reach the internationally higher level, if the joint venture needs to import equipment, materials and other materials from outside China, it shall prepare the plan in advance and apply for an import license in accordance with the regulations of the Chinese government. And in accordance with the "Regulations on the Implementation of the Law of the People's Republic of China on Sino-Foreign Joint Ventures" and other relevant laws and regulations, apply for exemption from import duties and industrial and commercial consolidated tax.
Chapter 10 Labor Management
Article 57. Chinese-funded employees required by a joint venture may be recommended by Party A or jointly recruited by the joint venture with the assistance of the labor and personnel department, but all shall pass the assessment, select and hire, and sign employment contracts with them.
Article 58 The recruitment, dismissal, wages, welfare, labor protection, and labor discipline of employees of a joint venture shall be formulated by the operation and management agency in accordance with the "Labor Regulations of the Chinese-Foreign Joint Venture Enterprises of the People's Republic of China" and other relevant regulations of China. Execution after approval by the board of directors.
Article 59 The employees of a joint venture shall have the right to establish grassroots trade union organizations and carry out trade union activities in accordance with the Regulations on the Implementation of the Law of the People's Republic of China on Sino-Foreign Joint Ventures. The relationship between the joint venture and the trade union of the enterprise shall be implemented in accordance with the provisions of Chapter 13 of the Regulations for the Implementation of the Law of the People's Republic of China on Sino-Foreign Joint Ventures.
Article 60 The salary treatment of senior Chinese and foreign executives and other management personnel of a joint venture shall be determined by the board of directors. Senior managers of Chinese nationality should, in principle, receive equal pay for equal work with foreign senior management.
Chapter 11 Taxation
Article 61 A joint venture shall pay various taxes in accordance with the relevant laws and regulations on taxation, such as the Law of the People's Republic of China on Sino-foreign Joint Ventures Income Tax. Before the new buildings and original buildings are put into operation, the joint ventures shall submit to the Chinese tax authorities an application for the respective income tax exemption and exemption, which shall be implemented after approval.
Article 62 The employees of a joint venture shall pay personal income tax in accordance with the provisions of the Individual Income Tax Law of the People's Republic of China.
Article 63 The fixed assets of a joint venture shall be depreciated using the straight-line method in the following three cases. Depreciation is completed on schedule, leaving no residual value.
1. Accelerated depreciation is used for new homes, buildings and existing buildings. The newly built houses and buildings will be depreciated from the next month after the project is put into use. The original building will be depreciated from the next month after the project is put into use. Implemented after approval by the State Administration of Taxation of the Ministry of Finance;
2. All kinds of machinery and equipment will be depreciated after the next month from the date of use;
3. Various vehicles and electronic equipment have been depreciated since the next month of use.
Article 64 After the completion of the new construction completion and the original building renovation, the chief accountant shall calculate the list of fixed assets of the joint venture as soon as possible and audit it by the auditor. The board of directors shall make a decision and report to the Chinese taxation authority together with the depreciation method. Execute after review and approval.
Chapter Twelve Finance and Accounting
Article 65 The accounting system of a joint venture shall be formulated by the chief accountant with the assistance of the auditor and in accordance with the “Accounting System for Sino-foreign Joint Ventures” of the Ministry of Finance of the People's Republic of China and in accordance with the specific circumstances of the enterprise, and shall be implemented after approval by the board of directors. The accounting system of the joint venture shall be reported to the competent department of the joint venture enterprise, the financial department of Beijing Municipality and the taxation department for the record.
Article 66 The accounting system of a joint venture shall adopt a calendar year system, which shall be a fiscal year from January 1 to December 31 of the Gregorian calendar. The first fiscal year begins on the date of establishment of the joint venture and ends on December 31 of that year.
Article 67 The documents and account books of the joint venture enterprise shall be written in Chinese, and the quarterly and annual statements shall be written in Chinese and X respectively. Renminbi is the functional currency of the bookkeeping. In addition to the foreign currency that is actually collected and paid, the foreign currency's income and expenditure shall be converted into RMB in accordance with the determined exchange rate. Gains and losses arising from fluctuations in the currency exchange rate shall be recorded as profit or loss for the current year.
For foreign currency cash, bank deposits, other receipts and payments, debts, etc., in addition to the exchange rate at the current exchange rate into RMB, the actual calculation of the amount and the currency of the receipt shall be separately recorded.
Article 68 A joint venture shall submit accounting statements on a quarterly and annual basis and submit them to both parties. The quarterly and annual statements of the joint venture shall be submitted to the XX taxation authority, the competent department of the joint venture, and the financial department at the same level, and the annual report shall be copied to the original examination and approval authority.
The format of the report should be in accordance with the regulations of the Ministry of Finance and other relevant departments.
1. The quarterly accounting statements should be submitted by the 20th of the month following the end of the quarter;
2. The annual accounting statements shall be reported together with the audit report by April 30 of the following year.
Article 69 A joint venture shall conduct an annual final account. If a loss occurs, it shall be covered by the pre-tax income of the next year. The profit of the current year shall not be distributed until the annual loss is replenished and the bank loan repayable in the period is repaid.
After the joint venture realizes the profits realized by the annual final accounts, after paying the joint venture enterprise income tax, the reserve fund, the employee reward and welfare fund, and the enterprise development fund, the remaining profits are allocated once a year according to the capital contribution ratio of the two parties. The distribution method is decided by the board of directors.
The ratio of the withdrawal of various funds is determined by the board of directors.
Article 70 A joint venture shall open foreign exchange accounts and RMB accounts with Bank of China or other banks agreed by the Bank of China.
In order to open a foreign exchange savings account with a bank in China or in Hong Kong or Macao, the joint venture shall apply to the relevant foreign exchange administration department of China for approval.
Chapter 13 Audit
Article 71 At the end of each fiscal year of the joint venture, the joint venture shall instruct the auditor to audit the books and documents records of the enterprise. The audit shall be completed no later than XX days after the end of the fiscal year. The audited financial statements together with the auditor's report shall be submitted to the Board of Directors and Party A and Party B as soon as possible after completion.
Article 72 Both Party A and Party B have the right to audit all the accounts of the joint venture within XX months after the end of the annual audit mentioned in the preceding article. After such an audit is completed, an audit report must be submitted to the board of directors. The board of directors shall reply to the relevant questions within XX days of receipt of the audit report.
Article 73 Both Party A and Party B have the right to conduct special audits on a specific account or issue in each fiscal year. Such special audits shall be notified to the other party in writing in advance, and shall be copied to the general manager, and shall not affect the normal business of the joint venture as much as possible.
Article 74 A party that performs an audit in accordance with Articles 72 and 73 shall separately employ an auditor or an accountant to conduct the audit. The costs incurred in such an audit are borne by the party that is required to perform the audit.
Chapter 14 Land Use Fees
Article 75 The time limit for the use of the occupied land shall be paid to the Chinese government land administration department at the time of the termination of the joint venture period or the early dissolution of the joint venture enterprise from the time specified in the contract for the use of the joint venture.
Chapter 15 Period of Joint Venture
Article 76 The term of the joint venture between Party A and Party B shall be XX years, counting from the date of establishment of the joint venture. The original building will be opened and remodeled from the date on which the two parties have paid the first amount of capital contribution. The operation, renovation and construction of the new building of the original building are the first phase, and the time is about x years. After the completion of the new building, it will be fully operational with the original building. The second period begins on the date of full operation and is XX years.
Article 77 When both parties agree to extend the term of the joint venture, they shall, at least six months before the expiration of the joint venture, be resolved by the board of directors and reported to the relevant Chinese authorities for approval.
If the first period referred to in Article 76 exceeds × years, the board of directors shall submit an application for extension of the time limit and submit it to the original examination and approval authority for approval.
When the joint venture is interrupted for more than three months due to any reason during the full business period, the board of directors shall apply to the original Chinese examination and approval authority for a corresponding extension of the joint venture period.
Article 78 When a joint venture encounters any of the following circumstances, the board of directors shall make a resolution to dissolve the joint venture within XX days, and propose an application for dissolution. After approval by the original examination and approval authority, it may be terminated and dissolved in advance:
1. The joint venture has suffered serious losses for consecutive × years, unable to continue to operate, or the accumulated losses exceed the registered capital;
2. Either Party A and Party B fail to perform the obligations stipulated in this Agreement or the Articles of Association of the Joint Venture, resulting in the failure of the enterprise to continue to operate;
3. Due to force majeure or an event that was not foreseen when both parties signed this contract, the joint venture continued to operate in a difficult position;
4. A joint venture cannot achieve its business objectives without other development prospects;
5. The total investment exceeds XX dollars, and both parties cannot propose an effective solution;
6. After hard work, the joint venture company could not obtain the international syndicated loan led by XX Bank;
7. After efforts, the joint venture company could not reach an agreement with the design contractor, the construction contractor and the management company referred to in Article 47 on the conditions of the commission.
Chapter 16: Responsibility for breach of contract
Article 79 If either party A fails to perform the obligations stipulated in the Articles of Association or the Articles of Association, or causes losses to the other party due to other violations of the contract and articles of association, it shall be liable for compensation for the losses.
If the contract has to be terminated early due to a breach of the contract or the articles of association, the liability of the party to the breach shall not be released.
Chapter 17 Clearing
Article 80 When a joint venture declares dissolution, it shall, in accordance with the Regulations on the Implementation of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws, the board of directors shall propose the procedures for liquidation and the candidates for the liquidation committee, and report to the competent department of the enterprise for review and supervision of liquidation.
Article 81 A joint venture shall be liable for its debts by liquidating all assets at that time. All the assets remaining after the joint venture's debts are settled shall be distributed according to the proportion of the capital contribution of both parties.
Article 82 When the term of a joint venture is liquidated at the expiration of the term, one dollar of the fixed assets shall be purchased by Party A, and other properties shall be calculated at the current book value.
When the joint venture suspends the contract for liquidation, the fixed assets and other assets are calculated at the current book value. All costs incurred by liquidation are paid preferentially from the distributable property.
The book value referred to in the above two paragraphs includes the retained depreciation of fixed assets and the undistributed net income accumulated year after year when the after-tax profits are distributed.
Article 83 The property of the joint venture after liquidation shall be paid by XX in part.
After the joint venture is dissolved, the books and files are kept by the original Chinese joint venturers.
Chapter 18 Insurance
Article 84 All kinds of risks insured by a joint venture shall be insured with Chinese insurance companies in accordance with the decision of the board of directors. The insurance coverage, amount and duration, and other related matters are specified in the insurance contract.
Insurance companies that are not established in China's insurance companies may be insured by insurance companies outside China.
Chapter 19 Applicable Law
Article 85 The establishment, validity, interpretation, performance of this contract and the resolution of disputes concerning this contract shall be governed by the laws of China.
Chapter 20 Keeping Secrets
Article 86 Both Party A and Party B shall not unilaterally disclose the secret information belonging to the operation, technology, sales, management and financial status of the joint venture without the consent of the other party.
Article 87 The contract and articles of association of a joint venture and the agreements and contracts entered into between the enterprise and other units shall not be disclosed to third parties without the consent of both parties.
Chapter 21 Force Majeure
Article 88: Due to earthquakes, typhoons, floods, fires, wars and other force majeure accidents and incidents that cannot be foreseen and cannot be avoided or overcome due to their occurrence and consequences, directly affecting the performance of this contract or failing to perform according to the agreed conditions The party that encounters the above-mentioned force majeure accidents and incidents shall immediately inform the other party of the accident and the incident by telex or telegram, and shall provide the details of the accident and the event and the reasons for the contract that cannot be fulfilled or need to be extended and effective. Proof file. Party A and Party B shall, as soon as possible, negotiate whether or not to terminate the contract in accordance with the extent of the impact of the accident and the event on the performance of the contract, or partially waive the responsibility for performing the contract, or postpone the performance of the contractual obligation. The parties shall not be liable for damages caused by force majeure accidents and incidents.
Chapter 22—Dispute Resolution
Article 89 Any dispute between Party A and Party B that is carried out in this contract or related to this contract shall first be resolved through consultation in a friendly spirit.
If the dispute is not resolved through negotiation, it shall be submitted to the relevant arbitration institution for arbitration.如甲方為原告，應在××××，根據該協會仲裁規則進行仲裁；如乙方為原告，應在××××，根據該委員會的仲裁規則進行仲裁。 The arbitral award is final and binding on both parties.
第九十條在發生爭議和在協商、仲裁期間，除有爭議的問題外，甲乙雙方應繼續履行本契約中規定的各自應承擔的其它義務。
第二十三章解除契約
第九十一條發生下列情況之一的，本契約失效：
1.第十七章規定的清算手續完成後；
2.乙方全部出資額轉讓給甲方後；
3.如果本契約簽字後六個月得不到中國政府審批機關批准。
第二十四章附則
第九十二條本契約及其附屬檔案的修改、變更，須經甲乙雙方協商同意並以書面形式確認。凡需經有關當局批准的，在獲得批准之後生效。
第九十三條本契約的正本用中文和×文兩種文字寫成，一式兩份，甲乙雙方各保存一份。兩種文字的文本具有同等效力。如發生歧義，甲乙雙方協商解決。
第九十四條甲乙雙方之間就履行本契約或與其有關事宜相互的通知，凡與雙方各自的權利、義務有關的，應以書面形式進行。
前款的通知如採取電報或電傳形式，須隨後以航空掛號信函通知。
合營企業與乙方之間往來的檔案、通知、會計報表、審計報表等，均須以航空掛號寄送。
雙方接受通知的地址，應在本契約中第一條寫明的法定地址。
第九十五條甲乙雙方在合營期內未取得對方同意，不得使用、也不得讓第三者使用“××”，或與其類似的名稱，進行與合營企業無關的活動。
第九十六條本契約及其附屬檔案，均自中國有關當局批准之日起生效。
第九十七條本契約於××××年×月×日，由甲乙雙方的授權代表在中國××市簽署。
Party A: ××× Party B: ×××
table of Contents
Foreword
1) Both parties to the joint venture
2) Establishing a joint venture
3) The purpose, business scope and scale of the joint venture
4) Total investment and registered capital
5) Responsibilities of both parties
6) Board of Directors
7) Management organization
8) Preparation and preparation
9) Procurement
10) Labor Management
11) Taxation
12) Finance and accounting
13) Audit
14) Land use fee
15) Joint venture period
16) Liability for breach of contract
17) Liquidation
18) Insurance
19) Applicable law
20) Security secret
21) Force majeure
22) Settlement of disputes
23) Dissolution of the contract
24) Supplementary
Foreword
×××× and ××××,××××,××××According to the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations, on the basis of equality and mutual benefit, after friendly consultation, agree to common Investing in the establishment and operation of joint ventures in XX City, China, signing this contract.
Chapter 1 Joint Venture Parties
Article 1 The parties to this contract are as follows:
Party A: ××××
Registration place: ××
Legal address: ××××
Legal representative:
Name: ×××
Position: × ×
Nationality: People's Republic
Party B: ××××, ××××,××××. ×××× and ××× respectively delegated ×××× as their authorized representative.
1. ××××:
Place of registration: ××××
Legal address: ××××
Legal representative:
Name: ×××
Position: × ×
Nationality: × ×
2. ××××
Place of registration: ××××
Legal address: ××××
Legal representative:
Name: ×××
Position: × ×
Nationality: × ×
3. ××××:
Place of registration: ××××
Legal address: ××××
Legal representative:
Name: ×××
Position: × ×
Nationality: × ×
Chapter II Establishment of Joint Ventures
Article 2 The joint venture Party A and Party B shall apply to the relevant Chinese authorities for approval procedures in accordance with the relevant laws and regulations of the People's Republic of China, and shall establish a joint venture enterprise in XX City.
Article 3 The name and legal address of the joint venture are as follows:
Name: Chinese: ××××
English: ××××
Legal address: ××××.
Article 4 A joint venture is a Chinese legal person established under the laws of the People's Republic of China. All its activities are governed by Chinese law and its legitimate rights and interests are protected by Chinese law. If a new law is promulgated, it shall be implemented in accordance with the provisions of Article 40 of the Foreign Economic Contract Law of the People's Republic of China.
Article 5 A joint venture is a limited liability company. Both Party A and Party B shall bear the responsibility for the joint ventures with the amount of their respective contributions, and distribute profits according to the proportion of their respective contributions, and bear risks and losses.
Chapter III Purpose, Business Scope and Scale of Joint Ventures
Article 6 The purpose of the joint venture is to jointly build and operate a modern-level XX club in the spirit of friendly cooperation, providing social, conference, office, communication, recreation, accommodation and services to Chinese and foreign people. Through advanced management and management methods and high-quality, high-efficiency services, we will obtain social and economic benefits that are satisfactory to both parties.
Article 7 The business scope of the joint venture is: social and conference venues, recreational projects, hotels, office buildings, restaurants, affiliated communications equipment and commodities, and other related living and working services.
Article 8 The scale of construction and operation of a joint venture is as follows:
Total area × × square meters;
New construction area × × square meters,
Among them: the hotel part is about XX square meters.
The office building is approximately XX square meters;
The original building area is ×× square meters.
Chapter IV Total Investment and Registered Capital
Article 9 The total investment of a joint venture shall be × × US dollars. The investment includes the following fees:
1. The land disposal fee required for the joint venture to operate;
2. Municipal engineering facilities fee;
3. The price of the original building, structure and equipment fixed on the building shall be transferred to the joint venture;
4. design fee;
5. Construction fee
6. Preparation fee;
7. Opening preparation fee;
8. The new construction will be completed before the opening of the working capital;
9. Loan interest during construction;
10. Other unforeseen expenses incurred by the board of directors.
Article 10 The land required for the operation of the joint venture has been disposed of by Party A, and its disposal fee is XX US dollars. The original buildings, structures and equipment fixed on the building shall be handed over to the joint venture after the establishment of the joint venture, and the price shall be XX US dollars.
Article 11 The registered capital of a joint venture is fixed at × × US dollars. Party A's capital contribution is XX US dollars, accounting for XX%; Party B's capital contribution is XX US dollars, accounting for XX%.
Article 12 Both Party A and Party B shall contribute in the following manner according to the amount of funds specified in the preceding article:
1. Party A: Party A's land disposal fee is × × US dollars. The original buildings, structures and equipment fixed on the buildings are priced at × × US dollars, totaling × × US dollars, as capital contribution. For details of land disposal fees and original buildings, structures and equipment fixed on buildings, see Attachment A of the Contracts of Party A.
2. Party B: Capitalized by cash × × US dollars. The investment ratios of the three investors of Party B are: ××××××%, ××××××%, ××××××%.
Article 13 Both Party A and Party B shall pay the full amount of capital contribution to the joint venture company in accordance with the following provisions.
1. Party A's land disposal fee is × × US dollars. The existing buildings, structures and equipment fixed on the buildings are priced at × × US dollars. Party A shall deliver all the land and existing buildings, structures and equipment fixed on the building to the joint venture for acceptance within XX days after the joint venture and the Chinese government land administration department sign the land contract.
2. Party B shall remit the paid-up registered capital cash of US$× to the bank account opened by the joint venture in two batches.
The first batch shall be paid XX% of the registered capital within the fifteen days after the joint venture and the Chinese government land administration department sign the land contract, counting × × US dollars;
The second batch shall be delivered XX% of the registered capital before the ××××year×month×day, counting XX US dollars.
Article 14 If either party A fails to fulfill its capital contribution obligations in whole or in part during the period specified in the preceding article, it constitutes a breach of contract. The defaulting party shall pay the delay compensation to the non-defaulting party at the interest rate ××%/day according to the time and amount of the delay. If the capital contribution obligation is not fulfilled within the time limit x months, the non-defaulting party may terminate the contract and have the right to demand the defaulting party to compensate the non-defaulting party for economic losses caused by the breach of contract.
Article 15 After both Party A and Party B have paid the full amount of capital, they shall be verified by an accountant registered in China and issue a capital verification report, and the joint venture shall issue a capital contribution certificate signed by the chairman and vice chairman.
Article 16 Among the total investment required for a joint venture, except for the registered capital × × US dollars specified in this chapter, the insufficient amount of × × US dollars shall be separately raised by the joint venture.
Article 17 In order to raise the shortfall of the total amount of investment listed in Article 16 × × US dollars, the joint venture entrusts XX Bank to lead and XX Bank is the international syndicated loan organized by the Deputy Leading Organization.
If the total investment exceeds XX US dollars, the joint venture may apply to the above-mentioned international syndicate for acceptance of the standby credit with a limit of ×% of the construction fee.
If it is still insufficient, the joint venture may, with the written consent of the Bank of China, apply to other banks for acceptance of the loan with a limit of x% of the unfinished investment in the total investment.
Article 18 The joint venture accepts the loan and is under the supervision of the State Administration of Foreign Exchange of China. The guarantee is provided by the amount of the loan of the international syndicate led by the XX Bank. The joint venture provides all of its assets to XX as a counter-guarantee for the above guarantee. ×× is charged a guarantee fee.
Article 19 Loan agreements, guarantee agreements and counter-guarantee agreements shall be signed as soon as possible after the establishment of the joint venture.
Article 20 If either party A or Party B transfers all or part of its capital contribution to a third party, it must obtain prior written consent from the other party.
Article 21 When either Party A or Party B transfers all or part of its capital contribution, the other party has the right to purchase it first. However, when a party files an assignment, the other party must provide a written reply within XX days of a written reply to accept the transfer. If the reply is not accepted within the time limit, the right of first refusal is deemed to be waived.
The conditions for any third party to transfer its capital contribution cannot be better than the conditions offered to the other party to this contract.
In case of violating one of the above provisions, the transfer is invalid.
Article 22 The transfer of the registered capital of a joint venture shall be approved or confirmed by the board of directors and submitted to the original examination and approval authority for approval to go through the formalities for registration of changes with the registration authority.
Article 23 Party A agrees that Party B shall, after the establishment of the joint venture, establish an investment company consisting of ××××, ××××, and ××××, if Party B fails to perform this contract In the case of obligations, Party B may transfer the qualifications or total capital contribution of Party B's funders to the investment company. However, the investment company must have the ability to perform this contract and assume the obligations set forth in this contract.
Party B shall notify Party A in writing XX days prior to the transfer, and the joint venture shall report to the original approval authority for approval. Party A shall actively assist in obtaining the approval as soon as possible.
If Party B does not transfer in the above manner, it must continue to fulfill Party B's obligations as stipulated in this contract.
Chapter V Responsibilities of the Joint Venture Parties
Article 24 In addition to the obligations stipulated in other provisions of this contract, the parties to the joint venture shall also be responsible for assisting in the following matters:
Party A: 1. To assist the joint venture company in handling the application for approval, registration and business license of the establishment of the joint venture to the relevant Chinese authorities;
2. Assisting the joint venture to sign a land contract with the land administration department of the Chinese government to obtain land use rights; to transfer the ownership of the original buildings, structures and equipment fixed to the buildings to the joint ventures to the relevant Chinese authorities;
3. Responsible for providing relevant regulations, data and information necessary for new buildings and renovation of existing buildings;
4. Before the establishment of the operation and management institution of the joint venture, assist Party B in handling the procedures for entry and residence of foreign business personnel;
5. Assist the joint venture in handling the construction and normal use of water, electricity, gas, heating, communications, roads and other related infrastructure in the construction and operation of the joint venture;
6. Assisting joint ventures in handling construction projects and operations, customs clearance procedures for the purchase of imported machinery, materials, equipment, transportation and other supplies from outside China, transportation and declaration of tax exemption procedures in China;
7. Assist the joint venture in handling the recruitment of Chinese national management personnel, technical personnel and sales personnel;
8. Assist the joint venture to obtain the approval of the relevant Chinese approval department as soon as possible for the design of the original building and the new building and the expansion of the preliminary design;
9. Do our utmost to assist the joint venture. When the renovation of the original building is completed, the new construction civil works will be completed and passed the completion inspection of the relevant inspection and acceptance department in China;
10. Do our utmost to assist the joint venture to obtain loans from the international syndicate led by XX Bank and apply for loan approval to the State Administration of Foreign Exchange of China;
11. Assist in handling other related matters entrusted by the joint venture.
Party B: 1. In accordance with the guidelines and plans decided by the Board of Directors, we will do our utmost to assist the joint ventures to contact and purchase machinery, materials, equipment, vehicles and other supplies that must be imported from China outside the country at the most favorable price. And arrange to arrive at the designated Chinese port;
2. Recommend and dispatch competent and cooperative personnel to participate in the establishment and operation of joint ventures according to the interests and needs of the joint venture;
3. Do our utmost to assist the joint venture to provide venues and all necessary conditions for the management of its management personnel, technicians and sales personnel outside China, or other relevant arrangements;
4. Assist in handling other related matters entrusted by the joint venture.
Chapter VI Board of Directors
Article 25 The board of directors is the highest authority of the joint venture and determines all major issues of the joint venture.
Article 26 The board of directors shall be composed of × directors, of which Party A shall appoint x directors and Party B shall appoint x directors.
Article 27 The term of office of a director shall be x years, and the term of office of the director shall expire, and the appointed party shall continue to be appointed for re-election.
Article 28 If a director's position is vacant for any reason, the original party will send another director to replace it.
In exceptional circumstances, the appointing party may change the director before the expiration of the term of the appointed director, but must notify the other party and the board of directors in writing.
Article 29 The board of directors shall have one chairman and one vice chairman. The chairman of the board of directors shall be appointed by Party A and the vice chairman from Party B respectively.
The chairman of the board is the legal representative of the joint venture. When the chairman is unable to perform his duties for any reason, he shall authorize the vice chairman to act on his behalf. When neither the chairman nor the vice-chairman can perform his or her functions, the chairman of the board of directors shall authorize another director to act on his behalf.
Article 30 A board meeting must be attended by more than two-thirds of the directors who meet the quorum. If the director is unable to attend for any reason, he may issue a power of attorney to entrust another director or a third party to attend the board meeting and vote on his behalf.
Article 31 The board meeting shall be approved by more than half of the directors present at the meeting, and shall include the directors appointed by Party A and Party B respectively. Or the entrusted person referred to in Article 30 can make a resolution.
Article 32 The following matters shall be resolved by the unanimous approval of the directors present at the board meeting or the entrusted persons referred to in Article 30:
1. Amendment of the articles of association of the joint venture;
2. Suspension and dissolution of the joint venture;
3. Transfer of registered capital of the joint venture;
4. Merger of joint ventures with other economic organizations.
Article 33 The board meeting shall be convened at least once a year and shall be convened and presided over by the chairman of the board of directors. When the chairman of the board cannot convene, he shall entrust the vice chairman or another director to convene and preside over.
With the proposal of more than one-third of the directors, the chairman must hold an interim board meeting.
Article 34 The general manager and the deputy general manager may attend the board meeting without voting rights unless they are themselves directors or are entrusted to represent a director.
Article 35 The matters decided at the meeting of the board of directors shall be recorded in Chinese and X respectively, and shall be filed by the joint venture after being signed by the directors present or the entrusted party referred to in Article 30, and copied to Party A and B. both sides.
Article 36 The board meeting shall be held in China XX. After the chairman and the vice-chairman have agreed to negotiate, they may also be held at other locations.
Article 37 In addition to the remuneration payable for the operation and management of a joint venture, the directors shall not obtain any remuneration from the joint venture. However, expenses such as travel expenses, accommodation, hospitality, etc. during the board meeting are borne by the joint venture.
Chapter VII Management and Management Organization
Article 38 A joint venture shall establish an operation and management institution under the board of directors and be responsible for the day-to-day operation and management of the joint venture.
Article 39 The operation and management agency shall have one general manager, one or three deputy general managers, one chief accountant and one auditor depending on the needs of the work. The above-mentioned personnel are senior management personnel of the joint venture and are appointed and removed by the board of directors.
Article 40 In the first × year after the establishment of the joint venture, in accordance with the principle of equal reciprocity of both parties, the general manager shall be recommended by Party B, and the deputy general manager shall be recommended by Party A or Party A respectively, from the first year after the establishment of the joint venture. At the beginning, the general manager is recommended by Party A, and the deputy general manager is recommended by Party B or Party A and Party B respectively.
During the joint venture period, the chief accountant shall be recommended by Party A and the auditor shall be recommended by Party B; if the parties agree, the auditor may also be recommended by Party A.
Article 41 The chairman, vice-chairman and directors may concurrently serve as the general manager, deputy general manager or other senior management positions of the joint venture.
Article 42 The general manager shall be responsible for the matters decided by the board of directors, be responsible to the board of directors, and organize and lead the daily operation and management of the joint venture. Within the scope authorized by the board of directors, externally represent the joint venture, and other subordinates who are exempt from senior management, and exercise other authorized functions. When the general manager is unable to perform his duties for any reason, he shall authorize the deputy general manager to act on his behalf.
The deputy general manager assists the general manager and, under the authority of the general manager, shares the leadership of a certain range of business management. The general manager shall agree with the deputy general manager on important matters in the daily business of the joint venture.
The important matters stipulated in the preceding paragraph are stipulated in the articles of association.
Article 43 The general manager or deputy general manager shall not concurrently perform the executive duties of any other economic organization, and shall not participate in the commercial competition of the joint ventures by other economic organizations. Otherwise, it shall be regarded as the dereliction of duty of the joint venture.
Article 44: The general manager, deputy general manager and other senior management personnel may have engaged in malpractice or serious dereliction of duty, or are unable to perform their duties. They may be dismissed at any time upon the decision of the board of directors.
Article 45 According to the decision of the directors, a number of departments are set up in the operation and management institutions to manage the business of all aspects of the joint venture. The divisional department manager and deputy manager are appointed and removed by the general manager and are responsible to the general manager.
Article 46 The operation and management institutions, including the temporary establishment of the preparatory establishment, the preparatory office, and the staffing, salary and benefits of the administrative department, shall be drafted by the general manager and submitted to the board of directors for approval.
Article 47 The operation and management of the hotel part of the joint venture shall be entrusted to XX×, and the general manager and the deputy general manager shall submit the entrustment conditions and formulate the entrustment contract to the board of directors for approval.
Chapter VIII Preparation and Preparation
Article 48 The joint venture shall, at the initial stage, be authorized and supervised by the board of directors, and the general manager shall complete the following three tasks with the assistance of the deputy general manager:
1. Work on the construction of the joint venture;
2. Preparations for the full opening of the joint venture;
3. The normal operation of the original buildings and facilities before the full opening.
Article 49 For the three tasks stipulated in Article 48, the division of responsibilities between the general manager and the deputy general manager shall be as follows:
1. The general manager is responsible for the overall work;
2. The deputy general manager assists the general manager in his work and is responsible for the work of the preparatory office, the preparatory office and the administrative department.
Article 50 In order to complete the three tasks at the initial stage of the joint venture listed in Article 48 above, the general manager shall be responsible for organizing the appropriate personnel to establish the preparatory establishment, the preparatory office and the administrative department. Their functions are as follows:
First, the preparatory office
The organization shall formulate the plan design and expand the preliminary design, which shall be decided by the general manager and the deputy general manager to the board of directors and reported to the competent Chinese authorities for approval;
According to the approved preliminary design, the project budget will be produced and the general manager and deputy general manager will report to the board of directors;
Contact the contractor design unit to arrange related matters related to the design contract;
Contact the general contractor construction unit to arrange related matters related to the general contracting contract;
Arrange the machinery, equipment and materials required for the construction of procurement and transportation projects inside and outside China;
At any time, the unit that inspects the contract design and contracted construction is required to perform the contract on time and in good quality and quantity, and coordinate with the other party as needed to solve the problems in the performance contract;
Timely check the hidden parts of the project during the construction process, organize the acceptance of some projects and the completion acceptance of all projects;
Pay the design and engineering fees in strict accordance with the terms of the design and engineering contract, and pay other related expenses within the budget;
Organize and maintain all drawings, files and other records related to design, construction and acceptance;
Other related businesses.
two. Preparatory office
Maintain and manage the original building and maintain normal business;
To formulate business management plans for different business departments such as recreation, hotels, office buildings, restaurants and shops, and to contact and arrange the external cooperation and entrustment of the above business department management;
Arrange the procurement, transportation and installation of the necessary equipment, furniture and other supplies for each business department;
Formulate the staffing of the various business departments;
Arranging and managing business training for sales staff;
Do all the preparations for the full opening of the joint venture.
three. Administrative office
Responsible for general administrative affairs;
Responsible for relevant legal matters;
Responsible for the receipt, registration, and storage of documents and materials;
Formulate a financial accounting system and be fully responsible for accounting work;
Responsible for fund raising, use and income and expenditure;
Responsible for the investment budget and settlement management of the construction and reconstruction of new buildings and original buildings;
Responsible for the assessment, selection, hiring and pre-job training of staff;
Formulate staff salary standards, welfare treatment plans and rewards and punishments regulations.
Article 51 The provisional institution referred to in Article 50 shall, after completing its assigned tasks, be revoked immediately upon the decision of the board of directors. Before the revocation of the temporary agency, the general manager must report to the board of directors for the establishment of the joint venture's organization and staffing according to the provisions of Article 46, and prepare for the full opening.
Article 52 According to the authorization of the board of directors, after the general manager and the deputy general manager have reached consensus, part of the preparatory work and preparations may be completed in cooperation with a third party or entrusted to a third party agent.
Article 53 The design of a new building of a joint venture shall be carried out by the joint venture enterprise entrusted by ×××× and ××××, and the increase in the construction area of the new building that is effectively submitted for the design shall not exceed ×10,000 square feet. ×% of the meter.
The joint venture entrusted ×××× to contract the construction of the new building of the joint venture.
Chapter IX Purchasing
Article 54 The general manager shall be responsible for proposing the procurement plan and budget for the machinery, materials, equipment, transportation and other supplies necessary for the construction project and business of the joint venture. The items to be purchased in China and imported from outside China shall be listed separately and submitted to the board of directors for approval, and then purchased by the joint venture or commissioned by a third party.
Article 55 The purchase of construction materials and business materials required for joint ventures shall be subject to the preferential use of Chinese products under the same conditions of quality, price and delivery deadline.
Article 56 In order to ensure that the facilities of all aspects of the joint venture reach the internationally higher level, if the joint venture needs to import equipment, materials and other materials from outside China, it shall prepare the plan in advance and apply for an import license in accordance with the regulations of the Chinese government. And in accordance with the "Regulations on the Implementation of the Law of the People's Republic of China on Sino-Foreign Joint Ventures" and other relevant laws and regulations, apply for exemption from import duties and industrial and commercial consolidated tax.
Chapter 10 Labor Management
Article 57. Chinese-funded employees required by a joint venture may be recommended by Party A or jointly recruited by the joint venture with the assistance of the labor and personnel department, but all shall pass the assessment, select and hire, and sign employment contracts with them.
Article 58 The recruitment, dismissal, wages, welfare, labor protection, and labor discipline of employees of a joint venture shall be formulated by the operation and management agency in accordance with the "Labor Regulations of the Chinese-Foreign Joint Venture Enterprises of the People's Republic of China" and other relevant regulations of China. Execution after approval by the board of directors.
Article 59 The employees of a joint venture shall have the right to establish grassroots trade union organizations and carry out trade union activities in accordance with the Regulations on the Implementation of the Law of the People's Republic of China on Sino-Foreign Joint Ventures. The relationship between the joint venture and the trade union of the enterprise shall be implemented in accordance with the provisions of Chapter 13 of the Regulations for the Implementation of the Law of the People's Republic of China on Sino-Foreign Joint Ventures.
Article 60 The salary treatment of senior Chinese and foreign executives and other management personnel of a joint venture shall be determined by the board of directors. Senior managers of Chinese nationality should, in principle, receive equal pay for equal work with foreign senior management.
Chapter 11 Taxation
Article 61 A joint venture shall pay various taxes in accordance with the relevant laws and regulations on taxation, such as the Law of the People's Republic of China on Sino-foreign Joint Ventures Income Tax. Before the new buildings and original buildings are put into operation, the joint ventures shall submit to the Chinese tax authorities an application for the respective income tax exemption and exemption, which shall be implemented after approval.
Article 62 The employees of a joint venture shall pay personal income tax in accordance with the provisions of the Individual Income Tax Law of the People's Republic of China.
Article 63 The fixed assets of a joint venture shall be depreciated using the straight-line method in the following three cases. Depreciation is completed on schedule, leaving no residual value.
1. Accelerated depreciation is used for new homes, buildings and existing buildings. The newly built houses and buildings will be depreciated from the next month after the project is put into use. The original building will be depreciated from the next month after the project is put into use. Implemented after approval by the State Administration of Taxation of the Ministry of Finance;
2. All kinds of machinery and equipment will be depreciated after the next month from the date of use;
3. Various vehicles and electronic equipment have been depreciated since the next month of use.
Article 64 After the completion of the new construction completion and the original building renovation, the chief accountant shall calculate the list of fixed assets of the joint venture as soon as possible and audit it by the auditor. The board of directors shall make a decision and report to the Chinese taxation authority together with the depreciation method. Execute after review and approval.
Chapter Twelve Finance and Accounting
Article 65 The accounting system of a joint venture shall be formulated by the chief accountant with the assistance of the auditor and in accordance with the “Accounting System for Sino-foreign Joint Ventures” of the Ministry of Finance of the People's Republic of China and in accordance with the specific circumstances of the enterprise, and shall be implemented after approval by the board of directors. The accounting system of the joint venture shall be reported to the competent department of the joint venture enterprise, the financial department of Beijing Municipality and the taxation department for the record.
Article 66 The accounting system of a joint venture shall adopt a calendar year system, which shall be a fiscal year from January 1 to December 31 of the Gregorian calendar. The first fiscal year begins on the date of establishment of the joint venture and ends on December 31 of that year.
Article 67 The documents and account books of the joint venture enterprise shall be written in Chinese, and the quarterly and annual statements shall be written in Chinese and X respectively. Renminbi is the functional currency of the bookkeeping. In addition to the foreign currency that is actually collected and paid, the foreign currency's income and expenditure shall be converted into RMB in accordance with the determined exchange rate. Gains and losses arising from fluctuations in the currency exchange rate shall be recorded as profit or loss for the current year.
For foreign currency cash, bank deposits, other receipts and payments, debts, etc., in addition to the exchange rate at the current exchange rate into RMB, the actual calculation of the amount and the currency of the receipt shall be separately recorded.
Article 68 A joint venture shall submit accounting statements on a quarterly and annual basis and submit them to both parties. The quarterly and annual statements of the joint venture shall be submitted to the XX taxation authority, the competent department of the joint venture, and the financial department at the same level, and the annual report shall be copied to the original examination and approval authority.
The format of the report should be in accordance with the regulations of the Ministry of Finance and other relevant departments.
1. The quarterly accounting statements should be submitted by the 20th of the month following the end of the quarter;
2. The annual accounting statements shall be reported together with the audit report by April 30 of the following year.
Article 69 A joint venture shall conduct an annual final account. If a loss occurs, it shall be covered by the pre-tax income of the next year. The profit of the current year shall not be distributed until the annual loss is replenished and the bank loan repayable in the period is repaid.
After the joint venture realizes the profits realized by the annual final accounts, after paying the joint venture enterprise income tax, the reserve fund, the employee reward and welfare fund, and the enterprise development fund, the remaining profits are allocated once a year according to the capital contribution ratio of the two parties. The distribution method is decided by the board of directors.
The ratio of the withdrawal of various funds is determined by the board of directors.
Article 70 A joint venture shall open foreign exchange accounts and RMB accounts with Bank of China or other banks agreed by the Bank of China.
In order to open a foreign exchange savings account with a bank in China or in Hong Kong or Macao, the joint venture shall apply to the relevant foreign exchange administration department of China for approval.
Chapter 13 Audit
Article 71 At the end of each fiscal year of the joint venture, the joint venture shall instruct the auditor to audit the books and documents records of the enterprise. The audit shall be completed no later than XX days after the end of the fiscal year. The audited financial statements together with the auditor's report shall be submitted to the Board of Directors and Party A and Party B as soon as possible after completion.
Article 72 Both Party A and Party B have the right to audit all the accounts of the joint venture within XX months after the end of the annual audit mentioned in the preceding article. After such an audit is completed, an audit report must be submitted to the board of directors. The board of directors shall reply to the relevant questions within XX days of receipt of the audit report.
Article 73 Both Party A and Party B have the right to conduct special audits on a specific account or issue in each fiscal year. Such special audits shall be notified to the other party in writing in advance, and shall be copied to the general manager, and shall not affect the normal business of the joint venture as much as possible.
Article 74 A party that performs an audit in accordance with Articles 72 and 73 shall separately employ an auditor or an accountant to conduct the audit. The costs incurred in such an audit are borne by the party that is required to perform the audit.
Chapter 14 Land Use Fees
Article 75 The time limit for the use of the occupied land shall be paid to the Chinese government land administration department at the time of the termination of the joint venture period or the early dissolution of the joint venture enterprise from the time specified in the contract for the use of the joint venture.
Chapter 15 Period of Joint Venture
Article 76 The term of the joint venture between Party A and Party B shall be XX years, counting from the date of establishment of the joint venture. The original building will be opened and remodeled from the date on which the two parties have paid the first amount of capital contribution. The operation, renovation and construction of the new building of the original building are the first phase, and the time is about x years. After the completion of the new building, it will be fully operational with the original building. The second period begins on the date of full operation and is XX years.
Article 77 When both parties agree to extend the term of the joint venture, they shall, at least six months before the expiration of the joint venture, be resolved by the board of directors and reported to the relevant Chinese authorities for approval.
If the first period referred to in Article 76 exceeds × years, the board of directors shall submit an application for extension of the time limit and submit it to the original examination and approval authority for approval.
When the joint venture is interrupted for more than three months due to any reason during the full business period, the board of directors shall apply to the original Chinese examination and approval authority for a corresponding extension of the joint venture period.
Article 78 When a joint venture encounters any of the following circumstances, the board of directors shall make a resolution to dissolve the joint venture within XX days, and propose an application for dissolution. After approval by the original examination and approval authority, it may be terminated and dissolved in advance:
1. The joint venture has suffered serious losses for consecutive × years, unable to continue to operate, or the accumulated losses exceed the registered capital;
2. Either Party A and Party B fail to perform the obligations stipulated in this Agreement or the Articles of Association of the Joint Venture, resulting in the failure of the enterprise to continue to operate;
3. Due to force majeure or an event that was not foreseen when both parties signed this contract, the joint venture continued to operate in a difficult position;
4. A joint venture cannot achieve its business objectives without other development prospects;
5. The total investment exceeds XX dollars, and both parties cannot propose an effective solution;
6. After hard work, the joint venture company could not obtain the international syndicated loan led by XX Bank;
7. After efforts, the joint venture company could not reach an agreement with the design contractor, the construction contractor and the management company referred to in Article 47 on the conditions of the commission.
Chapter 16: Responsibility for breach of contract
Article 79 If either party A fails to perform the obligations stipulated in the Articles of Association or the Articles of Association, or causes losses to the other party due to other violations of the contract and articles of association, it shall be liable for compensation for the losses.
If the contract has to be terminated early due to a breach of the contract or the articles of association, the liability of the party to the breach shall not be released.
Chapter 17 Clearing
Article 80 When a joint venture declares dissolution, it shall, in accordance with the Regulations on the Implementation of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws, the board of directors shall propose the procedures for liquidation and the candidates for the liquidation committee, and report to the competent department of the enterprise for review and supervision of liquidation.
Article 81 A joint venture shall be liable for its debts by liquidating all assets at that time. All the assets remaining after the joint venture's debts are settled shall be distributed according to the proportion of the capital contribution of both parties.
Article 82 When the term of a joint venture is liquidated at the expiration of the term, one dollar of the fixed assets shall be purchased by Party A, and other properties shall be calculated at the current book value.
When the joint venture suspends the contract for liquidation, the fixed assets and other assets are calculated at the current book value. All costs incurred by liquidation are paid preferentially from the distributable property.
The book value referred to in the above two paragraphs includes the retained depreciation of fixed assets and the undistributed net income accumulated year after year when the after-tax profits are distributed.
Article 83 The property of the joint venture after liquidation shall be paid by XX in part.
After the joint venture is dissolved, the books and files are kept by the original Chinese joint venturers.
Chapter 18 Insurance
Article 84 All kinds of risks insured by a joint venture shall be insured with Chinese insurance companies in accordance with the decision of the board of directors. The insurance coverage, amount and duration, and other related matters are specified in the insurance contract.
Insurance companies that are not established in China's insurance companies may be insured by insurance companies outside China.
Chapter 19 Applicable Law
Article 85 The establishment, validity, interpretation, performance of this contract and the resolution of disputes concerning this contract shall be governed by the laws of China.
Chapter 20 Keeping Secrets
Article 86 Both Party A and Party B shall not unilaterally disclose the secret information belonging to the operation, technology, sales, management and financial status of the joint venture without the consent of the other party.
Article 87 The contract and articles of association of a joint venture and the agreements and contracts entered into between the enterprise and other units shall not be disclosed to third parties without the consent of both parties.
Chapter 21 Force Majeure
Article 88: Due to earthquakes, typhoons, floods, fires, wars and other force majeure accidents and incidents that cannot be foreseen and cannot be avoided or overcome due to their occurrence and consequences, directly affecting the performance of this contract or failing to perform according to the agreed conditions The party that encounters the above-mentioned force majeure accidents and incidents shall immediately inform the other party of the accident and the incident by telex or telegram, and shall provide the details of the accident and the event and the reasons for the contract that cannot be fulfilled or need to be extended and effective. Proof file. Party A and Party B shall, as soon as possible, negotiate whether or not to terminate the contract in accordance with the extent of the impact of the accident and the event on the performance of the contract, or partially waive the responsibility for performing the contract, or postpone the performance of the contractual obligation. The parties shall not be liable for damages caused by force majeure accidents and incidents.
Chapter 22—Dispute Resolution
Article 89 Any dispute between Party A and Party B that is carried out in this contract or related to this contract shall first be resolved through consultation in a friendly spirit.
If the dispute is not resolved through negotiation, it shall be submitted to the relevant arbitration institution for arbitration.如甲方為原告，應在××××，根據該協會仲裁規則進行仲裁；如乙方為原告，應在××××，根據該委員會的仲裁規則進行仲裁。 The arbitral award is final and binding on both parties.
第九十條在發生爭議和在協商、仲裁期間，除有爭議的問題外，甲乙雙方應繼續履行本契約中規定的各自應承擔的其它義務。
第二十三章解除契約
第九十一條發生下列情況之一的，本契約失效：
1.第十七章規定的清算手續完成後；
2.乙方全部出資額轉讓給甲方後；
3.如果本契約簽字後六個月得不到中國政府審批機關批准。
第二十四章附則
第九十二條本契約及其附屬檔案的修改、變更，須經甲乙雙方協商同意並以書面形式確認。凡需經有關當局批准的，在獲得批准之後生效。
第九十三條本契約的正本用中文和×文兩種文字寫成，一式兩份，甲乙雙方各保存一份。兩種文字的文本具有同等效力。如發生歧義，甲乙雙方協商解決。
第九十四條甲乙雙方之間就履行本契約或與其有關事宜相互的通知，凡與雙方各自的權利、義務有關的，應以書面形式進行。
前款的通知如採取電報或電傳形式，須隨後以航空掛號信函通知。
合營企業與乙方之間往來的檔案、通知、會計報表、審計報表等，均須以航空掛號寄送。
雙方接受通知的地址，應在本契約中第一條寫明的法定地址。
第九十五條甲乙雙方在合營期內未取得對方同意，不得使用、也不得讓第三者使用“××”，或與其類似的名稱，進行與合營企業無關的活動。
第九十六條本契約及其附屬檔案，均自中國有關當局批准之日起生效。
第九十七條本契約於××××年×月×日，由甲乙雙方的授權代表在中國××市簽署。
Party A: ××× Party B: ×××
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