Sino-foreign cooperative venture contract (2)

Sino-foreign cooperative venture contract

Chapter I General Provisions

China _____ company and ______ country ______ company, in accordance with the relevant laws and regulations of the People's Republic of China, in accordance with the principle of equality and mutual benefit, through friendly consultation, agreed to jointly hold a cooperative operation enterprise in the ______ province of the People's Republic of China ______ contract.

Chapter II Cooperation Parties

Article 1 The parties to this contract are:

China ______ company, registered in China _____ province ______ city, its legal address is ____ province ____ city ____ district ____ road ____ number. Legal representative: name ____ position ____ nationality ____.

______ Country ______ company registered in ______ country, its legal address is ______. Legal representative: name ____ position ____ nationality ____.



Chapter III Establishing a Cooperative Operating Company

Article 2 Party A and Party B agree to establish a _______ limited liability company in ______ province ____ city in accordance with the relevant provisions of relevant laws and regulations of the People's Republic of China.

Article 3 The name of the cooperative company is ________ Cooperation Co., Ltd.

The foreign name is ____________.

The legal address of the cooperative company is ____ province ____ city ____ district ____ road ____.

Article 4 All activities of a cooperative company must comply with the relevant laws and regulations of the People's Republic of China.

Article 5 The cooperative company shall provide Party A with the conditions for cooperation in land use rights, resource development rights and buildings; Party B shall provide cooperation conditions such as funds, equipment and technology. The parties do not convert the investment ratio, determine the profit sharing methods according to the cooperation conditions provided to the company, and bear the risks. The cooperative company implements unified management, independent operation and unified accounting. Upon expiration of the cooperation period, the company's property will not be owned by Party A.



Chapter IV Purpose, Scope and Scale of Production and Management

Article 6 The purpose of cooperation between 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 terms of quality and price, in line with the desire to strengthen economic cooperation and technical exchanges. The aspect has the competitiveness of the international market, improves economic efficiency, and enables the partners to obtain satisfactory economic benefits.

Article 7 The scope of production and business of a cooperative company is: production and sales of ______ products; maintenance services for products after sale; research and development of new products.

Article 8 The scale of production and operation is as follows:

The production capacity of the cooperative company after it is put into production is:

With the development of production and operation, the scale of production can be increased to the annual output of _____. Product variety will develop ____.



Chapter V Total Investment and Registered Capital

Article 9 The total investment of the cooperative company is RMB ____ yuan.

Article 10 The registered capital of a cooperative company is RMB _____ yuan.

Article 11 Party A and Party B respectively provide the following conditions for cooperation:

Party A: Provide land use rights with a total area of ​​___ square meters, responsible for land acquisition and land use fees. among them:

Plant area ___ square meters;
Shopping area ___ square meters;
Maintenance area ___ square meters.

Party B: The total investment is ___ yuan, including: cash _____ yuan; machinery and transportation vehicles _____ yuan; industrial property rights _____ yuan; other _____ yuan.

Article 12 The land use right provided by Party A shall be completed within __ days from the date of approval of the contract and shall be delivered to the cooperative company for use; the factory building and the shopping mall shall be delivered to the cooperative company within __ days from the date of approval of the contract. The delivery time of the maintenance department shall be determined by the board of directors of the cooperative company.

The cash investment provided by Party B shall be remitted into the account opened by the cooperative company in the bank of the SAR in two phases. The first period should be remitted to _____ yuan, which must be remitted within __ days from the date of approval of the contract, as the construction cost and working capital of the first phase of production and living facilities; the second phase must be fully invested in the first period. After the remittance, the time of remittance is _____, and the purpose is Hu Ding, the board of directors of the company. .

Article 13 Party B's investment in machinery and equipment must meet the production needs of the cooperative company and be shipped to the Chinese port within __ days before the completion of the renovation of the plant.

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Chapter VI Matters Responsible for Completion

Article 14: Party A shall be responsible for the completion of the matter:

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

In accordance with the provisions of the first paragraph of Article 11 of this contract, apply to the land authorities for the procedures for obtaining land use rights;

Assist in the import declaration formalities of machinery and materials provided by Party B as capital contribution and transportation within the special zone;

Assist cooperative companies to purchase equipment, materials, raw materials, office supplies, transportation, communication equipment, etc. in China;

Assist cooperative companies in implementing infrastructure such as water, electricity and transportation;

Assist the cooperative company in the design and construction of the plant and other engineering facilities;

Assist cooperative companies to recruit Chinese managers, technicians, workers and other personnel locally;

Assist the cooperative company to handle the required entry visa procedures for foreign workers;

Handle other matters entrusted by the cooperative company.

Article 15 The matters that Party B shall be responsible for:

Providing cash, machinery and equipment, industrial property rights, etc. in accordance with the provisions of Article 11, paragraph 2, and Article 13 of this contract, and transporting them to the Chinese port as mechanical equipment for capital contribution;

To handle matters related to machinery, equipment and materials purchased by the cooperative company outside China;

Provide technical personnel, production and inspection technicians who need equipment installation, commissioning and trial production;

Training company technicians and workers;

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

Responsible for other matters entrusted by the cooperative company.



Chapter VII Cooperation Period

Article 16 The term of operation of a cooperative company shall be ____ years, and the date on which the company's business license is issued shall be the date of establishment of the cooperative company.

In the course of the operation of the cooperative company, if one party proposes, the cooperation period may be extended to extend the cooperation period. However, it must be submitted to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for approval six months before the expiration of the cooperation period.

Chapter VIII Profit Distribution and Repayment of Party B Investment

Article 17 The profits of a cooperative company after paying income tax shall be used and distributed in the following order:

Extract __% as a reserve fund, employee incentive and welfare fund, and development fund of the cooperative company;

Repaying Party B’s investment by __%, it is estimated that __ year will pay off all the investment of Party B;

The rest is allocated according to Party A __% and Party B __%.

Chapter IX Sales of Products

Article 18 Most of the products of the cooperative company are sold in the overseas market in China. among them:

Sell ​​out __%;
Apply to the competent authority for approval of domestic sales __%.



Chapter 10 Board of Directors

Article 19 The cooperative company shall have a board of directors. The date of registration of the company is the date of official establishment of the board of directors.

Article 20 The board of directors is the highest authority of the cooperative company, determines the formulation and revision of the articles of association of the cooperative company; determines the transfer, merger, suspension and dissolution of the company; determines the company's business decision-making, financial budget and final accounts; determines the company's profit distribution and loss compensation methods Engage the general manager, deputy general manager and senior management personnel; determine the company's employee wages and formulate employee rewards and punishments and other major issues.

Article 21 The board of directors shall be composed of the directors' __names, of which Party A shall assign __names and Party B shall appoint __names. The chairman of the board of directors shall be appointed by Party A and the vice chairman of the board of directors shall be appointed by Party B.

The chairman, vice chairman and directors shall serve for a term of four years and may be re-appointed by the parties.

Article 22 The board meeting shall be convened at least once a year and convened and presided over by the chairman of the board of directors. When the chairman of the board cannot convene a board meeting for any reason, he may entrust the vice chairman or other directors to convene and preside over it. 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.

Article 23 The convening of the board of directors shall be valid for more than two-thirds of the directors present. When a director is unable to attend, he may issue a power of attorney to entrust others to attend and vote on his behalf.

Article 24 The chairman of the board of directors is the representative of the decision of the cooperative 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 agents.

Chapter XI Management and Management Organization

Article 25 A cooperative company shall have a managerial department responsible for the daily operation and management of the company.

The manager department has one general manager and the deputy general manager __ person. The general manager is recommended by the __ party; the deputy general manager is recommended by the __ party, and the other party is recommended by the board of directors for a term of ____ years.

Article 26 The duties of the general manager shall be to implement the resolutions of the board meeting and organize the daily operation and management of the leading cooperative company. The deputy general manager assists the general manager.

Article 27 The general manager must report the company's operation to the board of directors on a quarterly basis and make a financial settlement report to the board of directors for half a year.

Article 28: When the general manager, deputy general manager and other management personnel have committed malpractice or serious dereliction of duty; the board of directors shall make a resolution to give due punishment until dismissal, causing economic losses to the company; .

Chapter 12 Labor Management

Article 29 The contract system shall be implemented for the recruitment, dismissal or resignation of the employees of the cooperative company. After the employee's appointment is made by the company and reported to the local labor department for approval, the company will recruit it by itself and select it for evaluation.

Article 30 The labor wages, labor insurance, living welfare, rewards and punishments of the employees of the cooperative company shall be formulated by the board of directors in accordance with the relevant provisions of the Law of the People's Republic of China on Chinese-Foreign Contractual Joint Ventures, and shall be organized by the company, the company's trade unions and the employees. Or an individual enters into a labor contract and is executed in accordance with the provisions of the contract.

Chapter XIII Financial Accounting and Auditing

Article 31 The cooperative company shall have one chief accountant and one general cashier, responsible for the general accounting work of the company; the factory, the shopping mall and the maintenance service department respectively establish accounts, and each department shall have one accountant and one cashier respectively, responsible for Financial accounting work in various departments.

The candidates for the accounts and cashiers listed in the preceding paragraph shall be recommended by Party A and Party B, and the board of directors shall hire them.

Article 32 The financial accounting system of a cooperative company shall be formulated in accordance with the relevant provisions and in light of the actual conditions of the cooperative company. And reported to the local financial department and tax department for the record.

Article 33 A cooperative company shall have one auditor, which shall be recommended by Party A and employed by the board of directors.

The auditor is responsible for reviewing and auditing the company's financial revenues and expenditures and accounting accounts and reporting to the board of directors.

Chapter 14 Taxation and Insurance

Article 34 A cooperative company shall pay various taxes in accordance with the relevant tax laws of the People's Republic of China.

Article 35 All insurances of a cooperative company shall be insured with an insurance company located in the XX Special Administrative Region. The insurance application method, investment insurance, insurance value, and insurance period are all determined by the board of directors of the cooperative company in accordance with the regulations of the People's Insurance Company of China.

Chapter 15 Modification, Supplement, Alteration and Dissolution of the Contract

Article 36 The modification or supplement of this contract and its subsidiary files must be agreed by Party A and Party B, signed a written agreement, and submitted to the Ministry of Foreign Trade and Economic Cooperation for approval.

Article 37 During the validity period of the contract, due to the force majeure as stipulated in Article 42 of this contract, the company may cause serious losses, or the company may continue to perform losses due to continuous losses, and the special resolution of the board of directors of the cooperative company shall be reported to the original examination and approval authority. Approval, the contract can be terminated early or the contract can be terminated.

Chapter 16: Liability for breach of contract

Article 38. 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 cooperative 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. In addition to the right to claim against the party that breached the contract, the other party has the right to report to the original examination and approval authority for approval of the termination contract in accordance with the contract. If Party A and Party B agree to continue to operate, the defaulting party shall still compensate the performance party for economic losses.

Article 39 If either party A or B fails to provide conditions for cooperation in accordance with the provisions of Articles 11, 12 and 13 of this contract, it shall be one month after the first month of overdue. The defaulting party shall pay ______ yuan of liquidated damages to the party observing the contract. If the overdue ___ month is still not provided, in addition to the cumulative payment of liquidated damages, the observant party has the right to terminate the contract in accordance with the provisions of Article 38 of this contract, and requires the defaulting party to compensate for the loss.

Article 40. If the contract and its subsidiary files cannot be performed or cannot be fully performed due to the negligence of one party, the negligent party shall be liable for breach of contract; if it is the fault of both parties, the two parties shall bear their respective losses according to the actual situation. Liability for breach of contract.

Article 41 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 in the __ days after the contract takes effect.

Chapter 17 Force Majeure

Article 42 During the period of cooperation, due to earthquakes, typhoons, floods, fires, wars or other force majeure accidents that cannot be foreseen and cannot be prevented and avoided due to their occurrence and consequences, directly affecting the performance of the contract or failing to perform according to the agreed conditions. At the time of the occurrence of the above-mentioned force majeure accident, the accident report shall be notified to the other party immediately, and the details of the accident shall be provided within 15 days and the contract shall not be performed, or the part of the accident shall not be performed, or the valid proof file of the reason for delaying the performance shall be provided. . This certification file shall be issued by a notary public in the accident 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 of the contract, or postpone the performance of the contract.

Chapter 18: Settlement of Disputes

Article 43 All disputes arising out of the execution of this contract or related to this contract shall be settled first through friendly negotiation. If the negotiation cannot be resolved, it shall be submitted to the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade for arbitration. The arbitral award is final and binding on both parties.

Article 44 The conclusion, validity, interpretation, performance and settlement of disputes of this contract are protected and governed by the laws of the People's Republic of China.

Chapter 19 Text

Article 45 This contract is written in Chinese and ___ text, and the two languages ​​are equally valid. If the above two texts are contradictory, the Chinese version shall prevail.

Chapter 20 Contract Entry and Others

Article 46 The articles of association, engineering agreements, technology transfer agreements and sales agreements concluded in accordance with the principles stipulated in this contract are the subsidiary files of this contract.

Article 47 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 effect on the date of approval.

Article 48 If a cooperative company sends a notice to each other between Party A and Party B or Party A and Party B, if a telegram or telex is used, any written parties shall send a notice in writing. The legal address of Party A and Party B listed in the contract is the receiving address of Party A and Party B.

Article 49 The original form of this contract is __ share, Party A and Party B each __ share, 1 partner company, reported to China's Ministry of Foreign Trade and Economics __ copies, have the same effect; photocopy __ copies; report to the relevant authorities.

Article 50 This contract shall be signed by the authorized representatives of Party A and Party B in China ___ Province ____ City on the date of 19__ __ _ __.

Party A: ______ Company Party B: ______ Company

Legal representative ______ legal representative ______