Sino-foreign joint venture contract (manufacturing plant)

Sino-foreign joint venture contract model


table of Contents

Preface
Chapter 1 Composition of the joint venture company
Chapter II Production and Business Scope and Scale
Chapter III Total Investment, Investment Ratio and Capital Transfer
Chapter IV Profit Distribution and Loss Burden
Chapter V Joint Venture Term and Termination Contract
Chapter VI Responsibilities of the parties to the joint venture
Chapter VII Board of Directors
Chapter VIII Management and Management Organization
Chapter IX Financial Accounting System
Chapter 10 Labor Management
Chapter 11 Procurement of Equipment, Raw Materials and Accessories
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

China. Beijing. China National Technology Import Corporation and National Corporation. According to the "Sino-foreign Joint Venture Enterprise Law of the People's Republic of China" and other relevant laws and regulations of China, in accordance with the principle of equality and mutual benefit, through friendly consultations, it is agreed to jointly invest in joint ventures in the provinces and cities of the People's Republic of China.

Chapter 1 Composition of the joint venture company

1.1 The parties to the contract are:

China National Technology Import Corporation, registered in Beijing, China, its legal address is: Erligou, Xijiao, Beijing, China, legal representative: name and nationality; national company, registered in the country, its legal address is in the country, Legal representative: Name and nationality.

1·2 Name and legal address of the joint venture company:

The name of the joint venture company.
Foreign name.
The legal address of the joint venture company is in the provinces of the People's Republic of China.
The joint venture company may set up offices or branches in foreign countries or other places according to business needs.

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

Chapter II Production and Business Scope and Scale

2.1 The scope of production and operation of the joint venture company is:
product;
2. 2 The production scale of the joint venture company is as follows:
2.·2·1 The production capacity of the joint venture company after production is for the year.
2·2·2 With the development of production, the scale of production can be increased to.

2.·2·3 The sales of the joint venture products are represented by the company. The specific sales method is signed separately.

Chapter III Investment Amount, Investment Ratio and Capital Transfer

3.1 The registered capital of the joint venture company is Yuan.
Among them: Party A contributed yuan. % of registered capital
Party B contributed capital. % of registered capital
The parties to the joint venture are in the joint venture period. Do not reduce its registered capital.

3. 2 Party A and Party B will contribute as follows:

Party A: Cash Yuan. Factory yuan. Land use fee
yuan. Industrial property yuan. Other yuan. Common yuan.

Party B: Cash Yuan. Mechanical equipment yuan. Industrial property yuan. Proprietary technology usage fee. Other yuan. Common yuan.

3.3 Within 3 days after the parties to the joint venture have obtained a business license. Instalment and payment of funds. The amount and duration of the payment are as follows:

······

Any party who pays overdue or defaults on its capital contribution shall be subject to the provisions.

3.·4·1 The increase of registered capital, transfer or other means of disposal shall be approved by the board of directors and reported to the original examination and approval authority for registration.

3·4·2 The transfer of all or part of the capital contribution by the third party to the third party shall be subject to the consent of the other party of the company, and the other party of the company shall have the right to purchase the shares transferred. The conditions for the company to transfer the capital contribution to the third party shall not be more favorable than the conditions for the transfer to the other party.

Chapter IV Profit Distribution and Loss Burden

4.1 Profits of the joint venture company After the tax is paid 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 proportion of capital contribution.

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

Chapter V Joint Venture Term and Termination Contract

5.1 The joint venture company is after receiving the business license. That is, it can be opened as a legal person with a term of one year. The joint venture contract expires on its own.

5. 2 The parties to the joint venture agreed to extend the company's joint venture period. The application should be extended to the original approving agency six months before the company's expiration.

Each extension is limited to one year.

5.3 At the end of the joint venture, China National Technical Import Corporation will use the currency to purchase shares of foreign investors, and the purchase price will be agreed upon separately.

Chapter VI Responsibilities of the parties to the joint venture

6.1 The joint venture shall be responsible for each of the following matters before it is officially opened:

6·1·1 Party A’s responsibility:

To apply for the establishment of a joint venture company to the relevant Chinese authorities. Registration procedure;
Procedures for applying for land use rights;
Organize the design and construction work of other engineering facilities of the joint venture plant;

According to the provisions of the article. Provide cash, machinery and equipment, workshops, etc., assist foreign workers in handling the required entry visas, work permits, etc., and assist the joint venture company in recruiting local Chinese business managers, technicians, and other personnel needed by the factory.

6·1·2 Party B’s responsibility:

According to the provisions of the article. Provide cash, machinery, industrial property, proprietary technology, use rights.

In order to enable the joint venture company to obtain all the technology of product design, production, installation and maintenance, in order to ensure the transfer of all technology. Party B will provide: product design, manufacturing technology and methods, production and quality management methods, factory design and transformation, factory organization methods and installation and maintenance methods.

Cooperate with the joint venture company to purchase mechanical equipment, materials and other matters outside China, training technicians and workers of the joint venture company.

6.2 After the joint venture is officially opened, the parties will be responsible for handling other matters entrusted by the joint venture company.

Chapter VII Board of Directors

7.1 The joint venture company establishes the board of directors, which is the highest authority of the company.

The board of directors is composed of directors, including Party A and Party B. The chairman of the board is appointed by Party A. The name of the vice chairman is appointed by the party.

7. 2 The chairman, vice chairman and directors are appointed for a term of four years. If the term of office expires, it can be re-elected.

When either party needs to change its appointed chairman and vice chairman, it must notify the joint venture company and the other party in advance.

7.3 The powers of the board of directors, the resolution procedure and the meeting time of the board of directors are all implemented 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. There is a general manager who is recommended by the party and pays the name of the general manager. The name is recommended by Party A and the name of Party B. The term of the deputy general manager is 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 business needs of the company, responsible for the daily work of the department's business, and be 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 serve as the 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 formulated in accordance with the relevant laws and accounting regulations of the People's Republic of China and the actual situation of the company. After the registration of the joint venture company, it shall 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. It is also possible to open an account with other approved foreign banks.

9.2 The financial year of the joint venture company shall be calendar year, from January 1 to December 31 of the Gregorian calendar. For a fiscal year. 2. Corporate accounting adopts international accrual accounting 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 regulations of the joint venture company. The chief accountant is recommended by the party, the deputy chief accountant is recommended by the party, and the chief accountant and deputy chief accountant are appointed by the board of directors.

Chapter 10 Labor Management

10.1 The employment, dismissal, wages, benefits, labor protection, labor insurance and labor discipline of employees of the joint venture company shall be handled in accordance with the Labor Administration Regulations of the Chinese-Foreign Joint Venture Enterprises of the People's Republic of China and the labor contract signed between the joint venture company and the individual. . After the labor contract is concluded, it is reported to the local labor management department for the record.

10.2 The senior management personnel recommended and employed by both Party A and Party B, the wages and benefits of engineering and technical personnel, etc., shall be discussed and decided by the board of directors.

Chapter 11 Procurement of Equipment, Raw Materials and Accessories

11.1 The raw materials, fuels, supporting parts, transportation tools and office supplies required for the production and operation of the joint venture company shall, in principle, be purchased by the joint venture company. Under the same conditions, priority shall be paid in China. For products that need to be purchased abroad, products with international advancedness and applicability should generally be selected, and the price should not exceed the reasonable price of the international market.

11.2 Before purchasing the above-mentioned equipment and materials, Party A and Party B shall fully negotiate and consult personnel and conduct on-the-spot investigations.

Chapter 12 Taxation

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

12.2 The employees of the joint venture company shall pay personal income tax 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. After the establishment of the joint venture company, the general manager and deputy general manager present 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 If one of the parties to the joint venture fails to perform the contract or fulfills the contractual obligations and does not meet the conditions of the contract, resulting in the loss of the other party to the joint venture, the party to the loss has the right to claim damages or take other remedial measures. After the remedy is taken, the damage suffered by the other party cannot be fully compensated, and the other party still has the right to claim damages.

14·2 The liability of a party to the joint venture for breach of the contract shall 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 on time, and the joint venture company has the right to charge interest on the delayed payment amount, counting 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 All parties to the joint venture have suffered delays in performance or failure to perform this contract due to earthquakes, typhoons, severe floods and fires, wars and other force majeure accidents that cannot be foreseen and have consequences for them. Under the stipulated circumstances, it is not treated as a breach of contract.

15·1 1 Force majeure must be the direct cause of stopping, obstructing, delaying the performance of the contract by the party affected by the incident.

15.1·2 The party affected by the incident has taken various reasonable measures in time when the incident occurred.

15·1·3 The party affected by the incident immediately notified the other party to the joint venture in the event of the incident and provided the accident and handling of the incident in writing within 15 days, as well as the reasons for the delay in performance or the inability to perform the contract. And the relevant institution of the accident occurred to issue a certificate.

15.2 After the impact of the incident has been overcome or the processing is over, the party affected by the incident must immediately notify the other party to 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 through mediation by a third party. If the parties are unwilling to negotiate and mediate, they may submit to the arbitration institution of China or other arbitration institutions agreed by both parties. Arbitration in China shall abide by the arbitration procedure of the Chinese arbitration institution, and arbitration in other arbitration institutions shall abide by the arbitration procedure of the arbitration institution.

The arbitral award is final and binding on both parties.

16.2 The cost of arbitration shall be borne by the losing party or determined by the award.

Chapter 17 Applicable Law

17.1 The law of the People's Republic of China is the applicable law of this contract.

17.2 The conclusion, validity, interpretation and performance of this 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 joint venture contract may be changed or modified, but the parties to the joint venture must sign a written agreement on this, and the approval of the approval authority can be effective.

18·2 In either of the following circumstances, the joint venture party has the right to notify the other party to the contract to terminate the contract:

18·2·1 The company suffered serious losses and was unable to continue to operate.

18·2·2 The other party breached the contract and 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 the time limit allowed to delay performance.

18·2·4 A force majeure event occurred, resulting in the inability of the contract to perform.

18·2·5 The conditions for the termination of the contract have already appeared.

18·3 In one of the following circumstances, the contract will be released.

18·3·1 The two sides agreed to agree to the cancellation of the contract.

18.4 Any party to the joint venture may not transfer the rights and obligations stipulated in the Articles of Association and the subordinate file of the contract to a third party without the written consent of the other party to the joint venture. In violation of the above provisions, the contract transferred in any way is invalid.

Chapter 19: Contract Effectiveness and Others

19.1 The following subsidiary files, including the articles of association, agreements, and subsidiary files, are established in accordance with the principles 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 parties on the day of the 19th.

19.4 This contract is in Chinese and the instrument, and the two languages ​​are equally effective.

Representative of China National Technology Import Corporation on behalf of the country
Signature signature
Party A Witness Party B Witness

In the ninth year