Sino-foreign joint venture contract (8)
Chinese and foreign industrial contract reference format
table of Contents
1) General
2) Registered capital
3) Approval and registration
4) Capital transfer
5) Board of Directors
6) General Manager, Deputy General Manager
7) Site usage fee
8) Technical cooperation
9) Procurement and sales
10) Profit
11) Financial accounting
12) Foreign exchange receipts and payments
13) Taxation
14) Employee recruitment and dismissal
15) Salary standards and rewards
16) Joint venture period
17) Other matters
18) Arbitration
19) Contract text
20) Legal address, file notice
××××,×××× and ××××,××××,××××, in accordance with the provisions of the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures and its Implementation Regulations, in accordance with the principle of equality and mutual benefit Established a joint venture in the XX City of the People's Republic of China. Engaged in the production of reflectors, injection molds and other plastic products for export and sales in the People's Republic of China. After many discussions, unanimously agreed to enter into this contract.
Chapter I General Provisions
1. The parties to this contract are:
××××,×××× is one party, and XXX is responsible for this contract on behalf of Party A.
××××,××××,×××× is one party, and XX is represented by Party B and is responsible for this contract.
This contract is signed by a representative authorized by both Party A and Party B.
2. The joint venture established by both parties is named: ××××
Chinese: ××××
English: ××××
Address: ××××
3. In accordance with the principle of equality and mutual benefit, the two sides engage in the design, production and internal and external sales of reflectors, injection molds and other plastic products in order to facilitate the development of China's national economy.
The joint venture will try its best to procure raw materials and packaging materials within the territory of the People's Republic of China. If there is no supply or quality, and the price does not meet the requirements, it can also be solved by the joint venture.
4. Based on the long-term sincere cooperation, the two parties strive to achieve the advanced level of international similar products in terms of product quality, specifications, packaging and economic benefits.
The initial production scale of the joint venture is: an annual output of × × sets of × × × reflectors in accordance with the standard of × × × ×, accepting orders to produce injection molds with an annual output value of × × × yuan. Party B is responsible for the return of the XX reflector, ensuring that the former foreign exchange income of the joint venture will reach its own balance. And × the proportion of sales after the year is not less than XX%, Party B is responsible for the joint venture enterprise to undertake orders for injection molds of not less than XX yuan per year from outside China. Party A is responsible for the domestic sales of the joint venture products.
5. A joint venture is a legal person of the People's Republic of China and must abide by the relevant laws, decrees, regulations and rules of the People's Republic of China and be governed and protected by the laws of the People's Republic of China.
Chapter II Registered Capital
6. The joint venture is a limited liability company. The economic responsibility of each party is limited to the registered capital, and the profit is distributed according to the proportion of capital, sharing the risks and losses.
7. The total investment of the joint venture is XX USD. The total registered capital is XX US dollars, of which Party A occupies XX% of the capital amount, and Party B occupies XX% of the capital amount.
8. Party A and Party B contribute as follows:
Party A: × × US dollars, of which:
1. Machine equipment, the price is about × × US dollars;
2. Plant, valued at approximately × × US dollars;
3. Cash, equivalent to XX yuan in renminbi cash.
Party B: × × USD foreign exchange cash.
Chapter III Approval and Registration
9. This contract shall be approved by the XX City and shall take effect from the date of approval. And sent to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China.
10. Upon receipt of the above-mentioned approval certificate, the joint venture shall register with the Administration for Industry and Commerce and obtain a business license. After the joint venture obtains the business license, Party A and Party B will pay the funds in installments according to the progress of the project. The amount of each party to pay shall be determined by the board of directors.
After the parties have paid the capital, the joint venture will issue an investment certificate.
Chapter IV Capital Transfer
11. The joint venturer has the right to buy first when the registered capital is transferred, and may not be transferred or mortgaged to him without the consent of the joint venturer. However, when a party proposes a transfer, the joint venturer should give a reply within × months, otherwise it will be abandoning the first call.
12. The price of the transfer of registered capital shall be settled by the parties to the joint venture in accordance with the principle of fairness and reasonableness based on the book value of the investment of the party in the joint venture.
13. When the registered capital is transferred, it shall be submitted to the original examination and approval authority for approval within × months. It shall be filed with the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China, and then approved for registration with the Administration for Industry and Commerce.
Chapter V Board of Directors
14. The date on which the joint venture receives the business license is the date on which the board of directors of the joint venture is established. The number of board members is ×, of which Party A is a person and Party B is a person. The directors are appointed and exchanged by the two parties, and the chairman is appointed by Party A. Two vice-chairmen, one of whom is appointed by Party A and one of whom is appointed by Party B.
15. The board of directors is the highest authority of the joint venture. Its powers stipulate in the articles of association of the joint venture that the chairman of the board is the legal representative of the joint venture. When the chairman is unable to perform his duties, he shall authorize the vice chairman or other directors to represent the joint venture.
16. The board meeting is held at least once a year and is convened and presided over by the chairman. The board meeting shall be held by a director of more than ××. When a director is unable to attend, he may issue a power of attorney and entrust others to attend and vote on his behalf. The resolution of the board of directors shall be approved by the attending director or his representative. Board meetings are generally held at the legal address of the joint venture or at other locations agreed by the board of directors. The joint venture does not cover the travel expenses of attending the board meeting. Accommodation during the board meeting is arranged and paid for by the joint venture.
17. Directors do not pay salaries from joint ventures, and their remuneration will draw a certain percentage of the joint venture's full-year net profit as a dividend for the board of directors. And distributed according to the following proportions:
Chairman ×%
Vice Chairman, each x%
Directors each ×%
Chapter VI Deputy General Manager
18. The joint venture has one general manager and three deputy general managers, all of whom are nominated by Party A and appointed by the board of directors. They are responsible for implementing the resolutions of the board meeting and organizing and leading the daily operation and management of the joint venture. Within the scope of the authorization of the board of directors, the general manager represents the joint venture. Responsible for subordinates and other functions authorized by the board of directors.
19. The important files of the joint venture will be effective after being signed by the general manager.
20. If the general manager or deputy general manager fails to perform his duties properly, the board of directors has the right to dismiss or demote.
Chapter VII Site Usage Fee
21. The land used by the joint venture is the assets of the Chinese government. The joint venture must deliver the appropriate land use fee to the government. The agreement on the lease of land used by the joint venture and the local land authority shall be an integral part of this contract.
22. The land use fee for the first × year is set at RMB × × yuan per square meter per year. Thereafter, the land use fee can be adjusted according to the situation of municipal construction and development.
Chapter VIII Technical Cooperation
23. The technology transfer agreement signed between the joint venture and ××××, as an integral part of this contract, is valid for the same period as this contract.
24. According to the technology transfer agreement, the joint venture pays the technology transfer fee × × US dollars to ××××. The method of payment of technology transfer and technology transfer fees shall be separately specified in the technology transfer agreement.
Chapter IX Purchasing and Sales
25. The purchase and sale agreement signed between the joint venture and Party B is an integral part of this contract and is valid for the same period as this contract.
26. The raw materials required for the joint venture should be purchased first in China. If the variety or quality that cannot be supplied or the price does not meet the requirements of the joint venture, the joint venture may import it from abroad.
27. According to the procurement and sales agreement signed by both parties, Party A is responsible for sales through its sales department for products sold by the joint venture in China. The export products of the joint venture shall be sold by Party B in China, and the specific measures shall be separately stipulated in the procurement and sales agreement.
Chapter 10 Profit
28. All the profits obtained by the joint venture shall be withdrawn according to the following percentages according to the Income Tax Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures: Reserve Fund × ×%; Enterprise Development Fund × ×%; Staff Award and Welfare Fund × × %.
The net profit after tax payment and the withdrawal of the above three funds is distributed annually according to the proportion of the capital contribution of the joint venture parties.
29. For the profit distributed by Party B, according to the foreign exchange balance of the joint venture, under the principle of not affecting normal production, this profit may be paid once or several times according to the decision of the board of directors. No profit may be distributed before the loss of the previous year is not compensated. Undistributed profits from previous years can be incorporated into the profit distribution for the current year.
Chapter 11 Financial Accounting
30. The joint venture shall implement the financial accounting regulations of the Chinese and foreign joint ventures of the People's Republic of China and must establish a complete and strict accounting system.
31. All the documents, account books and statements of the joint venture are recorded in Chinese, and the financial statements are prepared regularly in English. The accountant registered in China by the board of directors of the joint venture has the right to inspect all the documents, books and statements of the joint venture and report directly to the board of directors.
32. The joint venture uses RMB as the unit of account, and the conversion between RMB and other currencies is settled according to the exchange rate of the RMB exchange bureau of the State Administration of Foreign Exchange of the People's Republic of China.
33. The fixed assets of the joint venture shall be determined by the board of directors according to the “Detailed Rules for the Implementation of the Income Tax Law of the Chinese-Foreign Joint Venture Enterprise of the People's Republic of China”.
34. The joint venture shall open a foreign exchange account and a RMB account at the Bank of China ×× branch, and accept the supervision of the foreign exchange expenditure by the depositary bank.
35. When the joint venture encounters insufficient liquidity in the course of operation, the general manager may borrow from the Bank of China or a foreign bank in accordance with the permission granted by the board of directors, but may not transfer it for use or make up for losses.
36. The fiscal year of the joint venture begins on January 1 and ends on December 31 of each year.
Chapter Twelve Foreign Exchange Income and Expenditure
37. All foreign exchange matters of the joint venture must be handled in accordance with the Provisional Regulations on Foreign Exchange Administration of the People's Republic of China and relevant administrative measures.
38. The foreign exchange receipts and payments of the joint venture must be:
Ensure that the annual foreign exchange income of the joint venture is greater than the expenditure.
When foreign exchange settlement of RMB, it shall be handled in accordance with the price specified at that time.
The joint venture shall pay fees, payment, labor remuneration, etc. within the territory of China, except for those who pay foreign exchange in accordance with relevant regulations.
39. According to the provisions of the Joint Venture Law, the following foreign exchange can be remitted:
Party B's profit and technology transfer fee.
The funds obtained after the transfer of Party B's capital.
The funds shall be paid to Party B before the contract expires or before the contract expires.
Foreign exchange required for the import of raw materials, equipment, spare parts, and travel expenses for foreign personnel.
Other expenses that can be remitted according to relevant regulations.
Chapter 13 Taxation
40. The joint venture shall pay various taxes in accordance with the relevant laws and regulations of China.
41. The employees of the joint venture shall pay personal income tax in accordance with the "Personal Income Tax Law of the People's Republic of China".
Chapter XIV Staff Recruitment and Dismissal
42. For the employees required by the joint venture, Party A or the Chinese labor management department shall adopt the open recruitment method and sign the labor contract after the examination is selected.
43. If the employees do have surplus due to changes in production technology, or if they are unable to adapt to the requirements after training, and cannot change other types of work, the joint venture may be dismissed and compensated according to the labor contract.
44. The joint venture shall formulate rules and regulations and staff codes, and separately warn, record, and deduct the violators until they are dismissed.
Chapter 15 Salary Standards and Awards
45. The wages of employees of joint ventures are currently calculated on the basis of the average monthly salary of × × yuan, including the joint ventures to the Chinese government designated departments to pay various insurance premiums, subsidies and welfare measures for the employees. With the development of joint venture production, the wages of employees should be gradually increased. In the future, when the Chinese government has new regulations on wages, benefits, subsidies, etc., the joint ventures should adjust accordingly.
46. The standard for the salary of the senior staff, social insurance, and travel expenses shall be determined by the board of directors with reference to the national or local standards of the parties. In principle, the senior staff of the party will receive equal pay for equal work with the senior staff of the X-party.
47. According to the business results of the joint venture, a certain number of funds will be proposed from the awards and welfare funds at the end of the year, and the awards will be given to the employees who work well. The board of directors decides to give special rewards for those who have special contributions in technology, production or management.
Chapter 16 Joint Venture Term
48. The parties to the joint venture agree that the term of the joint venture is XX years. From the date of issuance of the business license, one year before the expiration of the business, the other party agrees that it can be extended, the extension period is decided by both parties, and the approval process is submitted to the original examination and approval authority six months before the expiration.
49. The contract can be terminated early in any of the following situations:
After an appropriate start-up period, the joint venture cannot continue to operate due to a serious loss;
The failure of a party to perform its obligations under the contract or the charter prevents the joint venture from continuing to operate;
Due to force majeure events, such as serious natural disasters or wars, the joint venture is unable to continue to operate;
Failure to achieve the desired goals and failure to see the prospects for development.
Early termination of the contract must be decided by the special meeting of the board of directors and submitted to the original approval authority for approval.
50. When the contract expires or terminates early, the board of directors shall form a liquidation team to clean up. The board of directors can only be dissolved after the liquidation is completed. The liquidation method shall be handled in accordance with the liquidation procedures and procedures stipulated in Articles 103-105 of the Implementation Regulations of the Joint Venture Law. At the same time, the board of directors shall go through the formalities for cancellation of the original examination and approval authority and the Administration for Industry and Commerce and return the business license. The property that should be returned to the parties after liquidation must be calculated in accordance with the proportion of investment by the parties in the joint venture.
Chapter 17 Other Matters
51. The parties to the joint venture perform the following matters:
×方:
Responsible for applying for approval from the government and registering with the Administration for Industry and Commerce.
Responsible for handing over the factory and rented space to the joint venture.
Responsible for recruiting staff and staff.
Responsible for the domestic transportation of products and raw materials of joint ventures.
Responsible for ensuring the provision of water, electricity, gas, fuel, telephone, telegraph registration and telex.
Responsible for handling the visas of Party B personnel and their office, transportation and living arrangements.
Responsible for applying for a permit from the local environmental health management department.
×方:
Responsible for providing all the necessary machinery and equipment on schedule. Foreign transportation of instruments, raw materials, technical materials and archives, raw materials and products.
Responsible for providing plant planning, and responsible for comprehensive technical guidance for equipment installation, commissioning, and trial production.
Responsible for technical training for employees in accordance with the needs of production.
Responsible for providing reports and technical information on sales trends of joint venture products in foreign markets.
In accordance with the Technology Transfer Agreement signed by both parties, the technology and design shall be provided. If there is any dispute concerning the infringement of the rights of third parties, the transferor who signed the agreement shall be responsible, and X will not share any legal responsibility.
Responsible for the arrangements for the study and training of the X-party personnel to the X-party.
Chapter 18 Arbitration
52. If the parties to the joint venture have disputed the interpretation or performance of this contract and its subsidiary files, they shall first consult and seek a solution in the spirit of mutual dependence, equality and mutual benefit within the board of directors. If it cannot be resolved, you can invite a third party agreed by both parties to mediate.
53. If the mediation fails, it will apply for arbitration. The arbitration was conducted by the China Council for the Promotion of International Trade's Foreign Economic and Trade Arbitration Commission. According to the "External Rules for Arbitration Procedures of the Foreign Trade Arbitration Commission". The expenses shall be borne by the losing party; the arbitral institution's ruling shall be final and binding on all parties.
54. During the settlement of the dispute. In addition to the disputed matters, the parties to the joint venture shall continue to perform the other provisions stipulated in the joint venture contract and the articles of association.
Chapter 19 Contract Text
55. Modification of this contract and subsidiary agreements. It must be agreed by the board of directors, signed by the authorized representatives of the parties, and reported to the original approval authority for approval.
56. This contract is written in both Chinese and English and is an official text. Equivalent. All subsidiary files of this contract are inseparable parts of this contract.
Chapter 20 Legal Address, File Notice
57. Legal address of the parties to the joint venture:
Party A: ××××
Party B: ××××
58. The means for the parties to the joint venture to transmit notices, such as the use of telegrams and telex notices, where the rights and obligations of the parties are involved, shall be notified in writing.
The legal address of the parties to the contract is the address of the parties.
59. This contract was signed in China by an authorized representative of both Party A and Party B on the date of ××××year×month×day.
Chinese and foreign industrial contract reference format
table of Contents
General
Joint venture parties
Established a joint venture company
Production management purpose, scope and scale
Total investment and registered capital
Liability of the parties to the joint venture
Technical supply
Product sales
Board of Directors
Management organization
Equipment material purchase
Preparation and construction
Labor management
Tax, finance, audit
Joint venture term
Joint venture expired property processing
Insurance
Modification, change and release of the contract
Liability for breach of contract
Site usage fee
force majeure
Applicable law
Settlement of Disputes
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 of ×× City, jointly invested in the establishment of 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 in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China.
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 formalities for registration of changes with the original registration authority. The parties to the joint venture shall be in the joint venture period. The amount of capital contribution cannot be reduced, but all or part of the capital contribution can 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 the provisions of 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 Article 10; handle the purchase of machinery and materials 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 trial production The training of technicians, production and inspection technicians, so that the joint venture company can stably produce qualified 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 be assigned a name, Party B shall be assigned a name, and Party A shall be appointed as 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 negotiated in accordance with the principle of equality and mutual benefit, and must be passed unanimously before a decision can be made. For other issues that are not of major power, a majority or 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 and preside over the board of directors. Upon the proposal of any two directors, 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 a joint venture company entrusts X party to purchase raw materials, accessory parts, transportation tools and office supplies equipment in foreign markets, it shall invite X parties to send personnel 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 storage and organization of drawings, archives and materials.
Article 37 Both parties shall designate a number of technical personnel to form a technical group to be responsible for the review, supervision, inspection, acceptance and performance appraisal of design, engineering quality equipment materials and imported technologies under the leadership of the preparatory group.
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.
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 the expenses required by the party shall be borne by the 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 the first 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 site ××m2, and the rental fee is ××/m2 per year. The method of payment of the rental fee shall be implemented in accordance with the regulations of the relevant departments of the XX Municipal Government.
The leased company leases the X-square factory building and the warehouse is tentatively set to ××m2. The rental fee is set to XX yuan per year. According to the area of use, the rental fee for water, electricity and steam facilities is XX yuan per year. The above three expenses are included. Product Cost.
Chapter 21 Force Majeure
Article 71 When an earthquake, typhoon, flood, fire, war, or other force majeure accident that cannot be foreseen and cannot be prevented or avoided by its occurrence and consequences causes direct impact on the performance of the contract or fails to perform according to the agreed conditions, The above-mentioned force majeure accident party shall immediately notify the other parties of the joint venture company of the accident by telegram, and shall provide the valid certificate file of the accident details and the contract that cannot be performed within XX days, or the reasons for the overdue performance. The issuance 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 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 are borne by the financial party.
Article 74 In the course of arbitration, the other departments of this contract shall continue to perform except for the part of the dispute in which the parties are engaged in arbitration.
Chapter 24—Text
table of Contents
1) General
2) Registered capital
3) Approval and registration
4) Capital transfer
5) Board of Directors
6) General Manager, Deputy General Manager
7) Site usage fee
8) Technical cooperation
9) Procurement and sales
10) Profit
11) Financial accounting
12) Foreign exchange receipts and payments
13) Taxation
14) Employee recruitment and dismissal
15) Salary standards and rewards
16) Joint venture period
17) Other matters
18) Arbitration
19) Contract text
20) Legal address, file notice
××××,×××× and ××××,××××,××××, in accordance with the provisions of the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures and its Implementation Regulations, in accordance with the principle of equality and mutual benefit Established a joint venture in the XX City of the People's Republic of China. Engaged in the production of reflectors, injection molds and other plastic products for export and sales in the People's Republic of China. After many discussions, unanimously agreed to enter into this contract.
Chapter I General Provisions
1. The parties to this contract are:
××××,×××× is one party, and XXX is responsible for this contract on behalf of Party A.
××××,××××,×××× is one party, and XX is represented by Party B and is responsible for this contract.
This contract is signed by a representative authorized by both Party A and Party B.
2. The joint venture established by both parties is named: ××××
Chinese: ××××
English: ××××
Address: ××××
3. In accordance with the principle of equality and mutual benefit, the two sides engage in the design, production and internal and external sales of reflectors, injection molds and other plastic products in order to facilitate the development of China's national economy.
The joint venture will try its best to procure raw materials and packaging materials within the territory of the People's Republic of China. If there is no supply or quality, and the price does not meet the requirements, it can also be solved by the joint venture.
4. Based on the long-term sincere cooperation, the two parties strive to achieve the advanced level of international similar products in terms of product quality, specifications, packaging and economic benefits.
The initial production scale of the joint venture is: an annual output of × × sets of × × × reflectors in accordance with the standard of × × × ×, accepting orders to produce injection molds with an annual output value of × × × yuan. Party B is responsible for the return of the XX reflector, ensuring that the former foreign exchange income of the joint venture will reach its own balance. And × the proportion of sales after the year is not less than XX%, Party B is responsible for the joint venture enterprise to undertake orders for injection molds of not less than XX yuan per year from outside China. Party A is responsible for the domestic sales of the joint venture products.
5. A joint venture is a legal person of the People's Republic of China and must abide by the relevant laws, decrees, regulations and rules of the People's Republic of China and be governed and protected by the laws of the People's Republic of China.
Chapter II Registered Capital
6. The joint venture is a limited liability company. The economic responsibility of each party is limited to the registered capital, and the profit is distributed according to the proportion of capital, sharing the risks and losses.
7. The total investment of the joint venture is XX USD. The total registered capital is XX US dollars, of which Party A occupies XX% of the capital amount, and Party B occupies XX% of the capital amount.
8. Party A and Party B contribute as follows:
Party A: × × US dollars, of which:
1. Machine equipment, the price is about × × US dollars;
2. Plant, valued at approximately × × US dollars;
3. Cash, equivalent to XX yuan in renminbi cash.
Party B: × × USD foreign exchange cash.
Chapter III Approval and Registration
9. This contract shall be approved by the XX City and shall take effect from the date of approval. And sent to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China.
10. Upon receipt of the above-mentioned approval certificate, the joint venture shall register with the Administration for Industry and Commerce and obtain a business license. After the joint venture obtains the business license, Party A and Party B will pay the funds in installments according to the progress of the project. The amount of each party to pay shall be determined by the board of directors.
After the parties have paid the capital, the joint venture will issue an investment certificate.
Chapter IV Capital Transfer
11. The joint venturer has the right to buy first when the registered capital is transferred, and may not be transferred or mortgaged to him without the consent of the joint venturer. However, when a party proposes a transfer, the joint venturer should give a reply within × months, otherwise it will be abandoning the first call.
12. The price of the transfer of registered capital shall be settled by the parties to the joint venture in accordance with the principle of fairness and reasonableness based on the book value of the investment of the party in the joint venture.
13. When the registered capital is transferred, it shall be submitted to the original examination and approval authority for approval within × months. It shall be filed with the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China, and then approved for registration with the Administration for Industry and Commerce.
Chapter V Board of Directors
14. The date on which the joint venture receives the business license is the date on which the board of directors of the joint venture is established. The number of board members is ×, of which Party A is a person and Party B is a person. The directors are appointed and exchanged by the two parties, and the chairman is appointed by Party A. Two vice-chairmen, one of whom is appointed by Party A and one of whom is appointed by Party B.
15. The board of directors is the highest authority of the joint venture. Its powers stipulate in the articles of association of the joint venture that the chairman of the board is the legal representative of the joint venture. When the chairman is unable to perform his duties, he shall authorize the vice chairman or other directors to represent the joint venture.
16. The board meeting is held at least once a year and is convened and presided over by the chairman. The board meeting shall be held by a director of more than ××. When a director is unable to attend, he may issue a power of attorney and entrust others to attend and vote on his behalf. The resolution of the board of directors shall be approved by the attending director or his representative. Board meetings are generally held at the legal address of the joint venture or at other locations agreed by the board of directors. The joint venture does not cover the travel expenses of attending the board meeting. Accommodation during the board meeting is arranged and paid for by the joint venture.
17. Directors do not pay salaries from joint ventures, and their remuneration will draw a certain percentage of the joint venture's full-year net profit as a dividend for the board of directors. And distributed according to the following proportions:
Chairman ×%
Vice Chairman, each x%
Directors each ×%
Chapter VI Deputy General Manager
18. The joint venture has one general manager and three deputy general managers, all of whom are nominated by Party A and appointed by the board of directors. They are responsible for implementing the resolutions of the board meeting and organizing and leading the daily operation and management of the joint venture. Within the scope of the authorization of the board of directors, the general manager represents the joint venture. Responsible for subordinates and other functions authorized by the board of directors.
19. The important files of the joint venture will be effective after being signed by the general manager.
20. If the general manager or deputy general manager fails to perform his duties properly, the board of directors has the right to dismiss or demote.
Chapter VII Site Usage Fee
21. The land used by the joint venture is the assets of the Chinese government. The joint venture must deliver the appropriate land use fee to the government. The agreement on the lease of land used by the joint venture and the local land authority shall be an integral part of this contract.
22. The land use fee for the first × year is set at RMB × × yuan per square meter per year. Thereafter, the land use fee can be adjusted according to the situation of municipal construction and development.
Chapter VIII Technical Cooperation
23. The technology transfer agreement signed between the joint venture and ××××, as an integral part of this contract, is valid for the same period as this contract.
24. According to the technology transfer agreement, the joint venture pays the technology transfer fee × × US dollars to ××××. The method of payment of technology transfer and technology transfer fees shall be separately specified in the technology transfer agreement.
Chapter IX Purchasing and Sales
25. The purchase and sale agreement signed between the joint venture and Party B is an integral part of this contract and is valid for the same period as this contract.
26. The raw materials required for the joint venture should be purchased first in China. If the variety or quality that cannot be supplied or the price does not meet the requirements of the joint venture, the joint venture may import it from abroad.
27. According to the procurement and sales agreement signed by both parties, Party A is responsible for sales through its sales department for products sold by the joint venture in China. The export products of the joint venture shall be sold by Party B in China, and the specific measures shall be separately stipulated in the procurement and sales agreement.
Chapter 10 Profit
28. All the profits obtained by the joint venture shall be withdrawn according to the following percentages according to the Income Tax Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures: Reserve Fund × ×%; Enterprise Development Fund × ×%; Staff Award and Welfare Fund × × %.
The net profit after tax payment and the withdrawal of the above three funds is distributed annually according to the proportion of the capital contribution of the joint venture parties.
29. For the profit distributed by Party B, according to the foreign exchange balance of the joint venture, under the principle of not affecting normal production, this profit may be paid once or several times according to the decision of the board of directors. No profit may be distributed before the loss of the previous year is not compensated. Undistributed profits from previous years can be incorporated into the profit distribution for the current year.
Chapter 11 Financial Accounting
30. The joint venture shall implement the financial accounting regulations of the Chinese and foreign joint ventures of the People's Republic of China and must establish a complete and strict accounting system.
31. All the documents, account books and statements of the joint venture are recorded in Chinese, and the financial statements are prepared regularly in English. The accountant registered in China by the board of directors of the joint venture has the right to inspect all the documents, books and statements of the joint venture and report directly to the board of directors.
32. The joint venture uses RMB as the unit of account, and the conversion between RMB and other currencies is settled according to the exchange rate of the RMB exchange bureau of the State Administration of Foreign Exchange of the People's Republic of China.
33. The fixed assets of the joint venture shall be determined by the board of directors according to the “Detailed Rules for the Implementation of the Income Tax Law of the Chinese-Foreign Joint Venture Enterprise of the People's Republic of China”.
34. The joint venture shall open a foreign exchange account and a RMB account at the Bank of China ×× branch, and accept the supervision of the foreign exchange expenditure by the depositary bank.
35. When the joint venture encounters insufficient liquidity in the course of operation, the general manager may borrow from the Bank of China or a foreign bank in accordance with the permission granted by the board of directors, but may not transfer it for use or make up for losses.
36. The fiscal year of the joint venture begins on January 1 and ends on December 31 of each year.
Chapter Twelve Foreign Exchange Income and Expenditure
37. All foreign exchange matters of the joint venture must be handled in accordance with the Provisional Regulations on Foreign Exchange Administration of the People's Republic of China and relevant administrative measures.
38. The foreign exchange receipts and payments of the joint venture must be:
Ensure that the annual foreign exchange income of the joint venture is greater than the expenditure.
When foreign exchange settlement of RMB, it shall be handled in accordance with the price specified at that time.
The joint venture shall pay fees, payment, labor remuneration, etc. within the territory of China, except for those who pay foreign exchange in accordance with relevant regulations.
39. According to the provisions of the Joint Venture Law, the following foreign exchange can be remitted:
Party B's profit and technology transfer fee.
The funds obtained after the transfer of Party B's capital.
The funds shall be paid to Party B before the contract expires or before the contract expires.
Foreign exchange required for the import of raw materials, equipment, spare parts, and travel expenses for foreign personnel.
Other expenses that can be remitted according to relevant regulations.
Chapter 13 Taxation
40. The joint venture shall pay various taxes in accordance with the relevant laws and regulations of China.
41. The employees of the joint venture shall pay personal income tax in accordance with the "Personal Income Tax Law of the People's Republic of China".
Chapter XIV Staff Recruitment and Dismissal
42. For the employees required by the joint venture, Party A or the Chinese labor management department shall adopt the open recruitment method and sign the labor contract after the examination is selected.
43. If the employees do have surplus due to changes in production technology, or if they are unable to adapt to the requirements after training, and cannot change other types of work, the joint venture may be dismissed and compensated according to the labor contract.
44. The joint venture shall formulate rules and regulations and staff codes, and separately warn, record, and deduct the violators until they are dismissed.
Chapter 15 Salary Standards and Awards
45. The wages of employees of joint ventures are currently calculated on the basis of the average monthly salary of × × yuan, including the joint ventures to the Chinese government designated departments to pay various insurance premiums, subsidies and welfare measures for the employees. With the development of joint venture production, the wages of employees should be gradually increased. In the future, when the Chinese government has new regulations on wages, benefits, subsidies, etc., the joint ventures should adjust accordingly.
46. The standard for the salary of the senior staff, social insurance, and travel expenses shall be determined by the board of directors with reference to the national or local standards of the parties. In principle, the senior staff of the party will receive equal pay for equal work with the senior staff of the X-party.
47. According to the business results of the joint venture, a certain number of funds will be proposed from the awards and welfare funds at the end of the year, and the awards will be given to the employees who work well. The board of directors decides to give special rewards for those who have special contributions in technology, production or management.
Chapter 16 Joint Venture Term
48. The parties to the joint venture agree that the term of the joint venture is XX years. From the date of issuance of the business license, one year before the expiration of the business, the other party agrees that it can be extended, the extension period is decided by both parties, and the approval process is submitted to the original examination and approval authority six months before the expiration.
49. The contract can be terminated early in any of the following situations:
After an appropriate start-up period, the joint venture cannot continue to operate due to a serious loss;
The failure of a party to perform its obligations under the contract or the charter prevents the joint venture from continuing to operate;
Due to force majeure events, such as serious natural disasters or wars, the joint venture is unable to continue to operate;
Failure to achieve the desired goals and failure to see the prospects for development.
Early termination of the contract must be decided by the special meeting of the board of directors and submitted to the original approval authority for approval.
50. When the contract expires or terminates early, the board of directors shall form a liquidation team to clean up. The board of directors can only be dissolved after the liquidation is completed. The liquidation method shall be handled in accordance with the liquidation procedures and procedures stipulated in Articles 103-105 of the Implementation Regulations of the Joint Venture Law. At the same time, the board of directors shall go through the formalities for cancellation of the original examination and approval authority and the Administration for Industry and Commerce and return the business license. The property that should be returned to the parties after liquidation must be calculated in accordance with the proportion of investment by the parties in the joint venture.
Chapter 17 Other Matters
51. The parties to the joint venture perform the following matters:
×方:
Responsible for applying for approval from the government and registering with the Administration for Industry and Commerce.
Responsible for handing over the factory and rented space to the joint venture.
Responsible for recruiting staff and staff.
Responsible for the domestic transportation of products and raw materials of joint ventures.
Responsible for ensuring the provision of water, electricity, gas, fuel, telephone, telegraph registration and telex.
Responsible for handling the visas of Party B personnel and their office, transportation and living arrangements.
Responsible for applying for a permit from the local environmental health management department.
×方:
Responsible for providing all the necessary machinery and equipment on schedule. Foreign transportation of instruments, raw materials, technical materials and archives, raw materials and products.
Responsible for providing plant planning, and responsible for comprehensive technical guidance for equipment installation, commissioning, and trial production.
Responsible for technical training for employees in accordance with the needs of production.
Responsible for providing reports and technical information on sales trends of joint venture products in foreign markets.
In accordance with the Technology Transfer Agreement signed by both parties, the technology and design shall be provided. If there is any dispute concerning the infringement of the rights of third parties, the transferor who signed the agreement shall be responsible, and X will not share any legal responsibility.
Responsible for the arrangements for the study and training of the X-party personnel to the X-party.
Chapter 18 Arbitration
52. If the parties to the joint venture have disputed the interpretation or performance of this contract and its subsidiary files, they shall first consult and seek a solution in the spirit of mutual dependence, equality and mutual benefit within the board of directors. If it cannot be resolved, you can invite a third party agreed by both parties to mediate.
53. If the mediation fails, it will apply for arbitration. The arbitration was conducted by the China Council for the Promotion of International Trade's Foreign Economic and Trade Arbitration Commission. According to the "External Rules for Arbitration Procedures of the Foreign Trade Arbitration Commission". The expenses shall be borne by the losing party; the arbitral institution's ruling shall be final and binding on all parties.
54. During the settlement of the dispute. In addition to the disputed matters, the parties to the joint venture shall continue to perform the other provisions stipulated in the joint venture contract and the articles of association.
Chapter 19 Contract Text
55. Modification of this contract and subsidiary agreements. It must be agreed by the board of directors, signed by the authorized representatives of the parties, and reported to the original approval authority for approval.
56. This contract is written in both Chinese and English and is an official text. Equivalent. All subsidiary files of this contract are inseparable parts of this contract.
Chapter 20 Legal Address, File Notice
57. Legal address of the parties to the joint venture:
Party A: ××××
Party B: ××××
58. The means for the parties to the joint venture to transmit notices, such as the use of telegrams and telex notices, where the rights and obligations of the parties are involved, shall be notified in writing.
The legal address of the parties to the contract is the address of the parties.
59. This contract was signed in China by an authorized representative of both Party A and Party B on the date of ××××year×month×day.
Chinese and foreign industrial contract reference format
table of Contents
General
Joint venture parties
Established a joint venture company
Production management purpose, scope and scale
Total investment and registered capital
Liability of the parties to the joint venture
Technical supply
Product sales
Board of Directors
Management organization
Equipment material purchase
Preparation and construction
Labor management
Tax, finance, audit
Joint venture term
Joint venture expired property processing
Insurance
Modification, change and release of the contract
Liability for breach of contract
Site usage fee
force majeure
Applicable law
Settlement of Disputes
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 of ×× City, jointly invested in the establishment of 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 in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China.
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 formalities for registration of changes with the original registration authority. The parties to the joint venture shall be in the joint venture period. The amount of capital contribution cannot be reduced, but all or part of the capital contribution can 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 the provisions of 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 Article 10; handle the purchase of machinery and materials 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 trial production The training of technicians, production and inspection technicians, so that the joint venture company can stably produce qualified 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 be assigned a name, Party B shall be assigned a name, and Party A shall be appointed as 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 negotiated in accordance with the principle of equality and mutual benefit, and must be passed unanimously before a decision can be made. For other issues that are not of major power, a majority or 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 and preside over the board of directors. Upon the proposal of any two directors, 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 a joint venture company entrusts X party to purchase raw materials, accessory parts, transportation tools and office supplies equipment in foreign markets, it shall invite X parties to send personnel 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 storage and organization of drawings, archives and materials.
Article 37 Both parties shall designate a number of technical personnel to form a technical group to be responsible for the review, supervision, inspection, acceptance and performance appraisal of design, engineering quality equipment materials and imported technologies under the leadership of the preparatory group.
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.
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 the expenses required by the party shall be borne by the 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 the first 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 site ××m2, and the rental fee is ××/m2 per year. The method of payment of the rental fee shall be implemented in accordance with the regulations of the relevant departments of the XX Municipal Government.
The leased company leases the X-square factory building and the warehouse is tentatively set to ××m2. The rental fee is set to XX yuan per year. According to the area of use, the rental fee for water, electricity and steam facilities is XX yuan per year. The above three expenses are included. Product Cost.
Chapter 21 Force Majeure
Article 71 When an earthquake, typhoon, flood, fire, war, or other force majeure accident that cannot be foreseen and cannot be prevented or avoided by its occurrence and consequences causes direct impact on the performance of the contract or fails to perform according to the agreed conditions, The above-mentioned force majeure accident party shall immediately notify the other parties of the joint venture company of the accident by telegram, and shall provide the valid certificate file of the accident details and the contract that cannot be performed within XX days, or the reasons for the overdue performance. The issuance 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 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 are borne by the financial party.
Article 74 In the course of arbitration, the other departments of this contract shall continue to perform except for the part of the dispute in which the parties are engaged in arbitration.
Chapter 24—Text
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