Sino-foreign joint venture contract (9)

Sino-foreign joint venture contract

____ limited liability company establishment contract

Chapter I General Provisions

China ____ Company and XX Country XX Company, in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China, agreed to jointly invest in joint ventures in the XX City of the People's Republic of China. contract.

Chapter II Parties to the Joint Venture

Article 1 The parties to this contract

The Chinese ××× company is registered in China XX, and its legal address is in the ×××××××××××××× _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

××国×× company, registered in __国__, its legal address is __. Legal representative: name__title__nationality__.

Chapter III Establishment of a joint venture company

Article 2 Party A and Party B agree to establish a joint venture ____ limited liability company in China 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 ____ limited liability company.

The foreign name is ____.

The legal address of the joint venture company is __省__市__路__号__.

Article 4 All activities of the joint venture company must abide by 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 and Party B shall bear the responsibility for the joint venture company with their respective contributions, and shall not be liable for the debts of the joint venture that exceed the subscribed portion, whether they are separate debts or joint debts. The parties share profits and share risks and losses in proportion to their capital contribution in the registered capital.

Chapter IV Purpose, Scope and Scale of Production and Management

Article 6 The purpose of joint ventures of Party A and Party B is to adopt advanced and applicable technology and scientific management methods to improve product quality, develop new products, and in quality and price, in line with the desire to strengthen economic cooperation and technical exchanges. The aspect has the ability to compete in the international market, improve economic efficiency, and enable the investors to obtain satisfactory economic benefits.

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

product;

Repairing the products after sale;

Research and develop products.

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

1. The production capacity of the joint venture company after production is ____.

2. With the development of production and operation, the scale of production can increase by ____. Product variety will develop ____.

Chapter V Total Investment and Registered Capital

Article 9 The total investment of the joint venture company is RMB ____ yuan

Article 10 The capital contribution of Party A and Party B shall be RMB ____ yuan as the registered capital of the joint venture company.

Among them: Party A ____ yuan, accounting for ____%; Party B ____ yuan, accounting for ____%.

Article 11 Party A and Party B shall invest as follows:

Party A: Cash ____ yuan
Mechanical equipment ____ yuan
Factory ____ yuan
Land use fee ___ yuan
Industrial property ____ yuan
Other ____ yuan total ____ yuan.

Party B: Cash ____ yuan
Mechanical equipment ____ yuan
Industrial property ____ yuan
Other ____ yuan total ____ yuan.



For each item listed above, in addition to cash and land use fees, the price shall be agreed upon by both Party A and Party B as follows:

Article 12 The registered capital of the joint venture company shall be paid by Party A and Party B according to the proportion of its capital contribution, and the amount paid in each period shall be as follows:

If either Party A or Party B fails to pay the capital contribution to the joint venture as scheduled, the defaulting party shall compensate the observant party in the following manner:

Article 13 If any party A or B transfers all or part of its capital contribution to a third party, it must be approved by the other party and submitted to the approval authority for approval.

Chapter VI Responsibilities of the parties to the joint venture

Article 14 Party A and Party B shall be responsible for completing the following matters.

Party A’s responsibility:

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

Apply to the land administration for the procedure for obtaining land use rights;

Organize the design and construction of the joint venture company's plant and other engineering facilities;

Provide cash, machinery and equipment, factory buildings in accordance with Articles 11 and 12...

Assist in the import declaration formalities of machinery and equipment provided by Party B as capital contribution and transportation within China;

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

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

Assist the joint venture company in recruiting local Chinese business managers, technicians, workers and other personnel required;

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

Responsible for other matters entrusted by the joint venture company.

Party B’s responsibility:

Providing cash, machinery and equipment, industrial property rights in accordance with Articles 11 and 12... and transporting the physical equipment such as capital equipment to the Chinese port;

To handle matters related to the purchase of machinery, materials and materials outside the territory of China by the joint venture company;

Provide the required equipment installation, commissioning and pilot production technicians, production and inspection technicians;

Train the management of the joint venture company as well as technicians and workers and other personnel.

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

Assist the joint venture staff and other relevant personnel to apply for visas to enter the country or region where the foreign joint venturer is located;

Responsible for other matters entrusted by the joint venture company.



Chapter VII Technology Transfer

Article 15 Party A and Party B agree that the joint venture company and Party B shall sign a technology transfer agreement to obtain the advanced production technology required for the purpose and scale of production and operation as stipulated in Chapter IV of the contract, including product design, manufacturing process and testing. Methods, material formulations, quality standards, trainers, etc.

Article 16 Party B shall provide the following guarantees for technology transfer:

1. Party B guarantees that the design, manufacturing technology, process flow, testing and inspection of the __ provided by the joint venture company are complete, accurate and reliable, and are in compliance with the business objectives of the joint venture company, and are guaranteed to meet the requirements of this contract. Product quality and production capacity;

2. Party B guarantees that all the technologies stipulated in this contract and technology transfer agreement are transferred to the joint venture company, and the technology provided is the most advanced technology of the same technology of Party B. The equipment selection and performance quality are excellent, and it conforms to the process operation and actual use. Claim;

3. Party B shall provide a detailed list of technical and technical services provided at each stage of the technology transfer agreement as an auxiliary file of the agreement and guarantee implementation;

4. Drawings, technical conditions and other detailed information are part of the transferred technology and are guaranteed to be submitted on time;

5. During the period of validity of the technology transfer agreement, Party B shall provide the joint venture company with the improvement of the technology and the improved intelligence and technical information at no additional charge;

6. Party B guarantees that the technical personnel and workers of the joint venture company will master the transferred technology within the time limit stipulated in the technology transfer agreement.

Article 17 If Party B fails to provide equipment and technology in accordance with the provisions of this contract and the technology transfer agreement, or finds acts of deception or concealment, Party B shall be responsible for compensation for the direct losses of the joint venture company.

Article 18 The technology transfer fee shall be paid by way of commission. The commission rate is __% of the net sales of the product.

The term of the payment is based on the term of the technology transfer agreement as stipulated in Article 19 of this contract.

Article 19 The term of the technology transfer agreement signed between the joint venture company and Party B shall be __ years. After the expiration of the technology transfer agreement, the joint venture company has the right to continue to use and research and develop the imported technology.



Chapter VIII Sales of Products

Article 20 The products of the joint venture company shall be sold in the domestic and foreign markets in China, with the export portion accounting for __% and the domestic sales portion accounting for __%.



Article 21 Products may be sold abroad through the following channels:

__% of the joint venture company directly sold outside China.

The sales contract concluded by the joint venture company and the Chinese foreign trade company, commissioned by its agency, or underwritten by the Chinese foreign trade company accounted for __%;

The __% of the sales by the joint venture company to Party B.

Article 22 The domestic products of the joint venture company may be underwritten or sold by the Chinese material department, the commercial department, or directly sold by the joint venture company.

Article 23 In order to sell products and carry out post-sales product maintenance services in China, the joint venture company may establish branches for sales and maintenance services within and outside China, with the approval of the relevant Chinese authorities.

Article 24 The trademark of the joint venture company's products is __.

Chapter IX Board of Directors

Article 25 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 26 The board of directors shall be composed of __ directors, of which Party A shall assign __ name and Party B shall appoint __ name. The chairman and vice-chairman are either negotiated by the two parties or elected by the board of directors. The directors, chairman and deputy directors shall serve for a term of four years and shall be re-appointed by the appointed party.

Article 27 The board of directors is the highest authority of the joint venture company and determines all major matters of the joint venture company. For major issues, it shall be passed unanimously before a decision can be made. For other matters, a majority or a simple majority may be adopted.

Article 28 The chairman of the board of directors is the legal representative of the joint venture company. When the chairman is unable to perform his duties for any reason, he may temporarily authorize the vice chairman or other directors to act as representatives.

Article 29 The board meeting shall be convened at least once a year, and the chairman shall convene and preside over the meeting. After more than one-third of the directors proposed, the chairman of the board of directors may convene an extraordinary meeting of the board Meeting minutes should be archived and saved.

Chapter X Business Management Organization

Article 30 The joint venture company shall have a management organization responsible for the daily operation and management of the company. The management organization has one general manager, which is recommended by __ party; the deputy general manager, who is recommended by Party A, and Party B recommends __ person. The general manager and deputy general manager are employed by the board of directors for a term of __ years.

Article 31 The duties of the general manager shall be to implement the resolutions of the board meeting and organize and lead the daily operation and management of the joint venture company. The deputy general manager assists the general manager.

The management organization may set up a number of department managers, who are responsible for the work of the various departments of the enterprise, handle the matters assigned by the general manager and the deputy general manager, and are responsible to the general manager and the deputy general manager.

Article 32 If the general manager or deputy general manager has malpractice or serious dereliction of duty, he may at any time be removed by a board of directors meeting.

Chapter 11 Equipment Purchase

Article 33 The raw materials, fuels, supporting parts, transportation tools and office supplies required by the joint venture company shall be purchased in China as soon as possible under the same conditions.

Article 34 When the joint venture company entrusts Party B to purchase equipment in the foreign market, Party A shall be invited to send personnel to participate.

Chapter 12 Preparation and Construction

Article 35 During the preparation and construction period, the joint venture company shall set up a preparatory establishment under the board of directors. The preparatory office is composed of __ people, including Party A __ person, Party B __ person. The director of the preparatory establishment office is recommended by the __ party and the deputy director is recommended by the __ party. The director and deputy director of the preparatory establishment are appointed by the board of directors.

Article 36 The preparatory establishment office shall be responsible for reviewing the engineering design, signing the construction contract, contracting the procurement and acceptance of production equipment, materials and other materials, formulating the overall progress of the project construction, preparing the use of the project plan, and mastering the project financial payment and project final accounts. , formulate relevant management methods, and do a good job in the preservation and arrangement of archives, drawings, files and materials during the construction process.

Article 37 Both Party A and Party B shall assign a number of technical personnel to form a technical team. Under the leadership of the preparatory establishment office, they shall be responsible for the review, supervision, inspection, acceptance and performance assessment of design, engineering quality, equipment materials and imported technologies.

Article 38 The preparation, remuneration and expenses of the staff of the preparatory establishment office shall be included in the project budget after the consent of both parties.

Article 39 The preparatory establishment office shall cancel the approval of the board of directors after the completion of the project construction and the completion of the handover procedures.

Chapter 13 Labor Management

Article 40 The recruitment, recruitment, dismissal, wages, labor insurance, living welfare, rewards and punishments of the employees of the joint venture company shall be formulated and formulated by the board of directors in accordance with the "Labor Regulations of the Chinese-Foreign Joint Venture Enterprises of the People's Republic of China" and its implementation measures. It is stipulated by the labor unions of the joint venture company and the joint venture company to form collective or individual labor contracts.

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

Article 41 The employment and salary, senior social insurance, welfare, and travel expenses standards recommended by Party A and Party B shall be discussed and decided by the board of directors.

Chapter XIV Tax, Finance, Audit

Article 42 The joint venture company shall pay various taxes in accordance with the relevant laws and regulations of China.

Article 43 The employees of a joint venture company shall pay personal income tax in accordance with the Individual Income Tax Law of the People's Republic of China.

Article 44 The joint venture company shall, in accordance with the provisions of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures, withdraw reserve funds, enterprise development funds and employee welfare award funds. The proportion of each year shall be determined by the board of directors according to the company's operation.

Article 45 The fiscal year of the joint venture company shall be written in Chinese from January 1 to December 31 of each year. All accounting vouchers, documents, statements and books of account shall be written in Chinese.

Article 46 The financial audit of the joint venture company shall employ the accounting review and audit registered in China, and report the results to the board of directors and the general manager.

If Party B believes that it is necessary to hire an auditor from another country to review the annual financial, Party A shall agree. All expenses required by it shall be borne by Party B.

Article 47 In the first three months of each business year, the general manager shall organize the preparation of the balance sheet, profit and loss calculation book and profit distribution plan of the previous year, and submit it to the board of directors for review.

After paying the income tax and withdrawing the funds listed in Article 44, the total profit of the joint venture shall be distributed according to the profit distribution plan determined by the board of directors according to the proportion of the capital contribution of the parties to the joint venture.

Chapter 15: Joint Venture Term, Dissolution and Liquidation

Article 48 The joint venture shall be dissolved under the following circumstances:

1. Expiration of the joint venture;

2. Before the expiration of the joint venture, any of the following circumstances or events may occur, and the joint venture may also be dissolved by resolution of the board of directors;

a. The joint venture suffered significant losses and was unable to continue operations;
b. Any party who violates the provisions of the business contract makes it impossible for the company to continue to operate;
c. The joint venture does not meet the business objectives and the investment cannot be recovered;
d. Force majeure, etc.

Article 49 When a joint venture is declared dissolved, the board of directors shall organize a liquidation committee to be conducted in accordance with Articles 103 to 108 of the Regulations for the Implementation of the Law of the People's Republic of China on Sino-Foreign Joint Ventures.

Article 50 The term of the joint venture company shall be __ years. The date of establishment of the joint venture company is the date on which the business license of the joint venture company is issued.

On the proposal of one party, the board meeting was unanimously approved, and it is possible to apply to the Ministry of Foreign Economic Relations and Trade for an extension of the joint venture period six months before the end of the joint venture.

Chapter XVI Joint Expenditure Property Processing

Article 51 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 investment ratio of Party A and Party B.

Chapter 17 Insurance

Article 52 All insurances of the joint venture company shall be insured by the People's Insurance Company of China, and the investment insurance, insurance value, and insurance period 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 53 The modification of this contract and its subsidiary files must be signed by both Party A and Party B and submitted to the original examination and approval authority for approval before it can take effect.

Article 54. Due to force majeure, the contract cannot be performed, or because the joint venture company has suffered losses in the past years and is unable to continue to operate, the board of directors unanimously approves it and submits it to the original examination and approval authority for approval, which may terminate the joint venture period and terminate the contract in advance.

Article 55. 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 that the defaulting party terminates the contract unilaterally, and the other party has the right to In addition to the claim of one party to the breach, and the right to report to the original examination and approval authority to terminate the contract in accordance with the contract. If Party A and Party B agree to continue to operate, the defaulting party shall compensate the joint venture company for economic losses.

Chapter 19: Liability for breach of contract

Article 56 If either party A or Party B fails to submit the capital contribution in accordance with the provisions of Chapter V of this contract, from the first month of overdue, every one of the overdue months shall be paid by the defaulting party. The penalty of __% of the capital contribution is given to the observant party. If it has not been submitted within three months of overdue, in addition to the cumulative penalty of __% of the amount of the defaulted party, the observant party has the right to terminate the contract in accordance with Article 53 of this contract and demand compensation from the defaulting party. loss.

Article 57. If one party breaches the contract, the contract and its subsidiary files cannot be fulfilled or cannot be fully performed, and the defaulting party shall be liable for breach of contract; if the two parties default, according to the actual situation, the two parties shall bear their respective liabilities for breach of contract. .

Article 58 In order to guarantee the performance of this contract and its subsidiary files, Party A and Party B shall provide each other with a bank guarantee for performance.

Chapter 20 Force Majeure

Article 59. Due to earthquakes, typhoons, floods, fires, wars, and other force majeure that cannot be foreseen and cannot be prevented or avoided by their occurrence and consequences, which directly affects the performance of the contract or fails to perform according to the agreed conditions, The party that is force majeure shall immediately inform the other party by telegram, and shall provide the valid proof of the details of the force majeure and the reasons for the non-performance of the contract, or part of the non-performance, or the need to postpone the performance within fifteen days. This certificate shall be filed by the area where the force majeure occurs. Issued by a notary public. According to the degree of influence on the performance of the contract, the two parties negotiate to decide whether to cancel the contract, or partially exempt the performance of the contract, or postpone the performance of the contract.

Chapter 21 Applicable Law

Article 60 The conclusion, validity, interpretation, performance and settlement of disputes of this contract shall be governed by the laws of the People's Republic of China.

Chapter 22—Dispute Resolution

Article 61 Any dispute arising from or in connection with this contract shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules currently in force at the time of applying for arbitration. The arbitral award is final and binding on both parties; or

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 arbitration.

The arbitration is conducted in the country where the respondent is located:

In China, the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade arbitrates in accordance with the Interim Rules of the Arbitration Program of the Association.

In, arbitration is conducted by an arbitration program based on the organization.

The arbitral award is final and binding on both parties.



Article 62 In the course of arbitration, this contract shall continue to be performed except for the part of the dispute in which the parties are engaged in arbitration.

Chapter 23—Text

Article 63 This contract is written in Chinese and __ text, and the two languages ​​are equally effective. If there is any discrepancy between the above two texts, the Chinese text shall prevail.

Chapter 24—The Contract Effective and Others

Article 64 The following subsidiary agreement files shall be concluded in accordance with the principles stipulated in this contract, including: engineering agreements, technology transfer agreements, sales agreements, etc., which are all part of this contract.

Article 65 This contract and its subsidiary files shall be subject to the approval of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China and shall come into force on the date of approval.

Article 66 The method for transmitting notices by Party A and Party B shall be notified in writing by any means concerning the rights and obligations of the parties if they are notified by telegram or telex. The legal address of Party A and Party B listed in the contract is the address of both Party A and Party B.

Article 67 This contract shall be signed by the authorized representatives of both Party A and Party B in China on __________.

China __Company Representative __Country__Company Representative