Sino-foreign joint venture contract (project contracting, consulting)

Sino-foreign joint venture contract model


table of Contents

Preface
Chapter 1 Composition of the joint venture company
Chapter II Business Scope and Service Content
Chapter III Total Investment and Capital Transfer
Chapter IV Profit Distribution and Loss Burden
Chapter V Joint Venture Term, Termination Contract and Property Clearing
Chapter VI Responsibilities of the Joint Venture Parties
Chapter VII Board of Directors
Chapter VIII Management and Management Organization
Chapter IX Financial Accounting System
Chapter 10 Labor Management
Chapter 11 Provision of Technology and Services
Chapter 12 Taxation
Chapter 13 Insurance
Chapter 14: Liability for breach of contract
Chapter 15 Force Majeure
Chapter 16: Settlement of Disputes
Chapter 17 Applicable Law
Chapter 18 Changes and Dissolution of Contracts
Chapter 19: The Effectiveness of the Contract and Others

Preface

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, the China National Technology Import Corporation and the State-owned Company have agreed to jointly invest in the provinces and cities of the People's Republic of China through joint negotiations and jointly operate the company in accordance with the principle of equality and mutual benefit.

Chapter 1 Composition of the joint venture company

1.1 The parties to the joint venture are:

China National Technology Import Corporation is registered in China, its legal address is in China's provincial and municipal street numbers; legal representative: name and title nationality. The company is registered in the country, and its legal address is in the country; legal representative: name, title, nationality. .

1·2 The Chinese name of the joint venture company is: the foreign language name is: The legal address of the joint venture company may be set up in a branch or office abroad or other places after the joint venture company has approved the relevant authorities according to business needs.

1.3 The JV Company is a joint venture company established in China and is a legal person in China. All business activities of the company must comply with Chinese laws, regulations and regulations.

Chapter II Business Scope and Service Content

2.1 Business Scope:

The JV Company will undertake engineering contracting or consulting services for the following types of projects:

Coal mines, metallurgy, petroleum, transportation, hydropower, thermal power, nuclear power plants, water conservancy, communications, and affiliated projects of various types of projects mentioned above.

2·2 Service content:

Within the scope of its business, the JV Company will provide the following types of services to its customers:

2.·2·1 construction, reconstruction, expansion and technical transformation of industrial and mining enterprise engineering projects, development planning and design.
2·2·2 preliminary feasibility analysis
2·2·3 Feasibility Study
2·2·4 project evaluation
2·2·5Select civil construction department
2.·2·6 Construction Supervision of Civil Engineering
2·2·7 training technicians, managers
2·2·8 technology transfer
2.·2·9 Other service items approved by the board of directors



2. 3 The JV Company will seek to undertake domestic or foreign projects in China according to the above scope of services, categories and company business plans.

Chapter III Total Investment and Capital Transfer

3. The registered capital of the joint venture company is RMB, which is funded by Party A. Accounted for % of registered capital, Party B contributed capital. % of registered capital

3. 2 Party A and Party B will contribute in the following ways

Party A: cash yuan, proprietary technology fee. Common yuan.

Party B: cash yuan. Mechanical equipment. Proprietary technology usage fee

Other yuan. Common yuan.

3.3 The parties to the joint venture shall pay the investment funds in installments within a day after the joint venture company obtains the business license. The amount and duration of the joint venture shall be as follows:······

Any party whose payment is overdue or due is handled in accordance with Article 14.3.

3.·4·1 The transfer of registered capital is increased or otherwise disposed of by the board of directors. And reported to the original examination and approval authority for registration procedures.

3.·4·2 The third party to the third party transfers all or part of the capital contribution. Subject to the agreement of the company. The company has the right to purchase the shares it transfers first. The conditions for the company to transfer the capital contribution to the third party. No more favorable conditions than the transfer of capital contribution to the company.

Chapter IV Profit Distribution and Loss Burden

4.1 After the profit of the joint venture company is taxed according to the Chinese tax law, after the board of directors decides to deduct the company's reserve fund, enterprise fund and employee welfare fund, the parties to the joint venture share the profit or share the loss or risk according to the capital contribution ratio.

4. 2 The assets and liabilities of the joint venture company are limited to the registered capital of the company.

Chapter V Joint Venture Term, Termination Contract and Property Clearing

5.1 After the business license is obtained, the joint venture company can start business as a legal person. The joint venture period is one year. The joint venture contract expires on its own.

5.2 If the parties to the joint venture agree unanimously, the extension of the joint venture period shall be submitted to the relevant institution for an extension of the joint venture period six months before the expiration of the joint venture company, each extension is limited to one year.

5.3 When the term of the joint venture company expires or is dissolved in advance. The board of directors shall appoint a liquidation committee. The liquidation committee may include or consist of all directors. And in accordance with China's relevant financial accounting system to conclude a company liquidation plan. Properly liquidate. The entire property of the joint venture company is used to repay the company’s debt. After fulfilling the compensation obligation, paying the liquidation fee. All remaining property shall be distributed according to the proportion of the investment in the registered capital of the two parties.

Chapter VI Obligations of the parties to the joint venture

6.1 Party A's responsibility:

6.1.1 In accordance with the provisions of Article 3.3, provide the capital to be apportioned on time.
6.·1·2 assisted the joint venture company to register in China and obtain a business license.
6.·1·3 according to the business plan of the joint venture company. Provide domestic and foreign engineering projects for the joint venture company.
6.·4·4 assist the joint venture company to recruit experienced and qualified management personnel, engineering technicians and workers locally.
6·1·5 assist foreign employees of the joint venture company to apply for entry visas, work permits, etc.
6.1.6 Responsible for handling other matters entrusted by the joint venture company.

6·2 Party B’s responsibility

6.·2·1 Provide the capital to be apportioned in accordance with the provisions of Article 3.
6·2·2 in accordance with the provisions of Article 11.1 and the attached files. Provide applicable and advanced technology. Party B shall use its best efforts to obtain the required export license. .
6·2·3 in accordance with the contract. Provide qualified and qualified technical personnel and senior management personnel to the joint venture company.
Assist the joint venture company to hire foreign senior engineering and management personnel.
6·2·4 training of technical personnel, management personnel and other staff of the joint venture company.
6.·2·5 In accordance with the business plan of the joint venture company, look for relevant foreign projects.
6·2·6 to handle other matters entrusted by the joint venture company.

6·3 Disclaimer:

In addition to the rights and obligations of the parties to the joint venture, the parties to the joint venture shall not be liable to the other party for any indirect or direct loss or damage caused by or in connection with the conduct of the joint venture company.

Chapter VII Board of Directors

7.1 The joint venture company set up the board of directors. The board of directors is the highest authority of the joint venture company. The board of directors consists of directors. The name of Party A; the name of Party B; the chairman of the board is appointed by Party A; Appointed by the party.

7. 2 The chairman, vice chairman and directors are appointed for a term of four years. After the expiration of the term of office, if you continue to be appointed, you can be re-elected.

Any party may change its appointed chairman, vice chairman or director at any time, but must notify the other party to the joint venture in writing.

7.3 The powers of the board of directors, the resolution procedure and the convening of the board of directors are all carried out in accordance with the provisions of the joint venture charter.

Chapter VIII Management and Management Organization

8.1 The joint venture company implements the general manager responsibility system under the leadership of the board of directors. 1. The general manager is recommended by the party. Deputy general manager name. Recommended by Party A. Party B's recommended name. The deputy general manager is appointed for the year.

8.2 The general manager's role is to be responsible for the implementation of the board's resolutions, organization and leadership of the joint venture company's management. The deputy general manager assists the general manager in accordance with the provisions of the joint venture charter. The joint venture company will set up department managers according to the company's business needs. Responsible for the daily work of the department's business. Responsible for the general manager and deputy general manager.

8.3 The deputy general manager is appointed and dismissed by the board of directors of the joint venture company. The deputy general manager shall not concurrently hold the positions of general manager and deputy general manager of other companies and enterprises. The manager of each department is appointed by the general manager.

Chapter IX Financial Accounting System

9.1 The financial accounting system of the joint venture company shall be in accordance with the relevant laws and accounting regulations of the People's Republic of China. Based on the actual situation of the company. After the registration of the joint venture company, it should be promptly filed with the local financial department and the tax authorities.

The joint venture company opens RMB and foreign exchange accounts with Bank of China, and can also open accounts with other approved foreign banks.

9.2 The financial accounting system of the joint venture company shall adopt a calendar year system, starting from January 1 to December 31 of the Gregorian calendar, for a fiscal year. 4. Corporate accounting adopts internationally accepted accrual accounting and debit and credit accounting. All accounting vouchers, documents, statements, and books must be written in Chinese. .

9.3 The joint venture company has a chief accountant and a deputy chief accountant. The duties and responsibilities of the chief accountant shall be implemented in accordance with the provisions of the joint venture company's articles of association. The chief accountant is recommended by the party. The deputy chief accountant is recommended by the party. The chief accountant of the chief accountant is appointed by the board of directors.

Chapter 1 Labor Management

10.1 Employment, dismissal, wages, benefits, labor protection, labor insurance and labor discipline of employees of the joint venture company. They are all handled in accordance with the Labor Administration Regulations of the Chinese-Foreign Joint Ventures of the People's Republic of China and the labor contract signed by the board of directors and the labor unions of the joint venture company. After the labor contract is concluded. Report to the local labor management department for the record.

10.2 Senior management recommended and hired by both parties. The salary and benefits of senior engineering and technical personnel are discussed and decided by the board of directors.

Chapter 11 Provision of Technology and Services

11·1 An important purpose of long-term cooperation between the two parties is to provide advanced and applicable technology and quality services to the joint venture company to promote the joint venture's business and achieve outstanding economic benefits in the country. Gain strong competitiveness in the international market. The provision of technology and services will be combined with the company's projects and support the implementation of the project. The company will also develop training plans based on specific conditions. Enable its company staff to successfully apply these advanced technologies. The way technology and services are provided. Specific content, cost standards, etc., see the attached file.

11.2 The relevant technology or service agreement signed between the joint venture company and the joint venture. Its term is for the year. After the expiration of the agreement. The joint venture company still has the right to use these technologies.

Chapter 12 Taxation

12.1 The joint venture company pays various taxes in accordance with the relevant tax laws of the People's Republic of China.

12.2 The employees of the joint venture company pay various taxes in accordance with the Individual Income Tax Law of the People's Republic of China.

Chapter 13 Insurance

13.1 All insurances of the joint venture company are insured with the People's Insurance Company of China. The company manager presented the company's insurance plan to the board of directors. After discussion and decision by the board of directors, the insurance formalities shall be handled in the name of the joint venture company.

Chapter 14: Liability for breach of contract

14.1 A party to a joint venture fails to perform the contract or fulfills its contractual obligations. When the other party to the joint venture loses. The losing party has the right to claim damages or take other remedies. After the remedy is taken, it cannot fully compensate for the losses suffered by the other party. The other party still has the right to claim damages.

14·2 The liability of the party to the joint venture for breach of contract. It should be equivalent to the loss suffered by the other party and pay a certain amount of liquidated damages. The calculation method of liquidated damages is as follows...·····

14.3 The party to the joint venture fails to pay the amount payable in the contract as scheduled, and the joint venture company has the right to charge interest on the delayed payment amount. From the first month of overdue;······

The above overdue interest is paid in the currency of the respective capital contribution.

Chapter 15 Force Majeure

15.1 The parties to the joint venture due to force majeure events cause the party directly affected by the incident to delay performance or fail to perform this contract, and shall not be treated as a breach of contract if all the following provisions are met.

15·1·1 The event of force majeure is the direct cause of preventing, hindering or delaying the performance of the contract by the party affected by the incident.

15.1·2 The party affected by the incident in the event of the incident. All reasonable measures that have been implemented have been taken.

15·1·3 The party affected by the incident. In the event of an incident, the joint venture has been notified immediately. And within 15 days, provide the accident situation in writing, and the results and delays in fulfilling or failing to perform the contract. And the certificate is issued by the legal notary office of the place where the accident occurred.

15.2 Once the impact of the event has been overcome or the process is over. The party affected by the incident must immediately notify the joint venture.

Chapter 16: Settlement of Disputes

16.1 In the event of a contractual dispute, the parties to the joint venture shall resolve it as far as possible through negotiation or third party mediation. If the parties are unwilling to resolve the settlement, they may submit the arbitration to the Chinese arbitration institution or other arbitration institutions agreed by both parties. Arbitration in China shall comply with the arbitration procedures of Chinese arbitration institutions. Arbitration in other institutions should comply with the agency's arbitration program.

16.2 The arbitral award is final and binding on both parties.

The arbitration fee shall be borne by the losing party or determined by arbitration.

Chapter 17 Applicable Law

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

Chapter 18 Changes and Dissolution of Contracts

18.1 After the parties to the joint venture have agreed to change, the contract may be changed or modified, and the parties to the joint venture must sign a written agreement to be effective.

No party to the joint venture may transfer the rights and obligations stipulated in this contractual charter and the subsidiary file of the contract to a third party without the written consent of the joint venture. A contract transferred in any way in violation of the above provisions is void.

In the case of the changes mentioned in the preceding two paragraphs, the joint venture contract that should be approved by the state in accordance with Chinese laws or administrative regulations shall be valid only after approval by the original examination and approval authority.

18.2 In any of the following circumstances, the joint venture party has the right to notify the other party to terminate the contract.

18·2·1 The company suffered serious losses and was unable to continue its operations;
18·2·2 The other party violated the contract, which seriously affected the economic benefits expected when the contract was concluded.
18·2·3 The other party did not perform the contract within the agreed time limit and did not perform the contract within a reasonable period of time allowed to delay performance.
18·2·4 A force majeure event occurred. Causing all the obligations of the contract to be unfulfilled;
18·2·5 The conditions for the termination of the contract have already appeared.

18·3 The contract is cancelled in one of the following cases.

18·3·1 Arbitration agency award or court decision termination contract;
18·3·2 The two sides agreed to agree to the cancellation of the contract.

18·4 When the joint venture contract was lifted. Both parties are obliged to complete the ongoing project of the joint venture company.

Chapter 19: Contract Effectiveness and Others

19.1 The following subsidiary files, including the articles of association, agreements, and subsidiary files, are established as part of this contract. In the event of a conflict between the terms of this contract and the terms of the subsidiary file, the terms of this contract shall prevail.

19.2 After the contract has been signed by the legal representatives of both parties, it must be approved before it can take effect.

19.3 This contract was signed by the authorized representatives of both Party A and Party B on the day of January 1998.

China Technology Import Corporation
Signature of the representative: Signature of the representative:
Party A Witness Party B Witness
year month day