Sino-foreign cooperative venture contract (agricultural by-products)

Sino-foreign agricultural and sideline products cooperation management contract

table of Contents

1) General
2) Partner parties
3) Establish a cooperative operation company
4) Business purpose, business scope and scale of operation
5) Cooperation conditions and their composition
6) Responsibilities of all parties
7) Composition of the board of directors
8) Management organization
9) Preparation and construction
10) Labor management, trade unions
11) Production and sales
12) Finance, accounting, auditing
13) Tax, profit and loss
14) Approval, entry into force, extension and termination of the contract
15) Modification of the contract
16) Insurance
17) Trademark
18) Applicable law
19) Settlement of disputes
20) Other
21) Affiliated files

Chapter I General Provisions

Article _____ and _____, according to the "Chinese-Foreign Cooperative Enterprises Law of the People's Republic of China" and its relevant regulations, on the basis of the principle of equality and mutual benefit, agree to sign this cooperative business contract as their respective legal persons.

Chapter II Cooperation Parties

Article 2

Party A: _____ Registered country: _____ country
Legal address:_____
Legal representative: _____

Party B: _____Registration area: _____
Legal address:_____
Legal representative: _____

Chapter III Establishing a Cooperative Operating Company

Article 3 Party A and Party B agree to cooperate with each other under the conditions of equality and mutual benefit, and hold a cooperative operation enterprise in the People's Republic of China _____. The name of the enterprise is: _____.

Article 4 The company is an economic entity jointly established by the two parties in the capacity of their respective legal persons in accordance with the Law of the People's Republic of China on Chinese-Foreign Contractual Joint Ventures and other relevant laws and regulations.

Article 5 All economic and business activities of the company must comply with and be protected by the Chinese government's laws, decrees and relevant regulations.

Article 6 Both Party A and Party B shall jointly bear the responsibility for the debts, risks and losses of the cooperative operating company, and their profits shall be shared.

Chapter IV Business Purposes, Business Scope and Business Scale

Article 7 The purpose of the cooperative company's business is to develop China's national economy, achieve four modernizations and achieve legal profits. Its purpose is to make breakthroughs in marine development through close cooperation between the two parties, to meet the growing demand for shrimp, squid and other aquatic products in domestic and foreign markets, and the two sides have gained economic benefits.

Article 8 The business scope of the cooperative company: to produce aquatic products such as shrimp and squid that are urgently needed in the domestic and foreign markets, and strive to have strong competitiveness in the international market.

Article 9 The scale of operation of the cooperative company: _____ tons of shrimp per year, _____ tons of sorghum, and other aquatic products.

Chapter V Cooperation Conditions and Their Components

Article 10 Party A shall provide _____ mu of land for use; Party B shall pay _____ dollars of funds.

Article 11 Party A uses the land and Party B uses the funds to form the conditions for cooperation.

Article 12 Ways of Cooperation

Party A provides land use and Party B provides cash or in kind and equipment.

Article 13 The physical objects or equipment invested by Party B shall be submitted to the examination and approval authority for approval after being examined and approved by the competent department of Party A.

Article 14 After the contract between the cooperative enterprise and Party B is signed and approved, Party A shall send a site visit to Party A within three months and entrust the Bank of China to issue a letter of credit to Party B in accordance with its regulations.

Article 15 After receiving the letter of credit from Party A, Party B shall ship all the purchased equipment and physical objects to _____ port within __ months.

Article 16 Both parties must allocate land for use and funds in accordance with the agreed time limit. Otherwise, the defaulting party will bear all the economic losses arising therefrom.

Chapter VI Responsibilities of the Partners

Article 17 Party A is responsible for fulfilling the following obligations:

1. Apply to the Chinese government authority for approval and register with the administrative department for industry and commerce;
2. Handling the relevant procedures for the use of land by the cooperative company to the relevant departments;
3. According to the production needs, reasonable arrangements for the use of the company's premises, public facilities, ordering machines, equipment, tools, etc. that can be produced in China;
4. Assist in the procurement of domestically supplied raw materials, packaging materials, other consumables, etc., and apply for additional supply of fuel, water and electricity, and telephone, telex, and telegraph registration;
5. Handling the recruitment procedures of employees, recommending the management and technical personnel required by the cooperative company, and after the assessment, the board of directors will select and hire according to the needs;
6. To handle the invitation and residence procedures of foreign personnel of the cooperative company, and arrange their office, transportation and life;
7. Assist in handling transportation, customs declaration and other matters related to product export;
8. Responsible for handling all equipment shipped by Party B to _____ port or __ port to the location of the partner company;
9. In addition to the above, there are other matters shared by Party A as stipulated by the parties.

Article 18 Party B is responsible for fulfilling the following obligations:

1. Provide requirements for production, office and other buildings;
2. Provide the imported production equipment, test instrument list and technical data required by the cooperative company, and confirm the machine equipment, tools list and requirements ordered in China;
3. Provide technical guidance and advanced enterprise management methods for export processing standards and operating procedures of products;
4. Provide foreign technical information and market information related to the products of the partner company;
5. Technical training for technicians and employees;
6. Responsible for the procurement of raw materials, consumables, spare parts, consumables, etc., which are supplied from abroad;
7. From the date when Party A entrusts Bank B of China Bank to issue a letter of credit, Party B shall transport the advanced and reliable equipment and testing instruments determined by both parties to _____ port according to the agreed date. Responsible for the installation and commissioning of the equipment and normal production;
8. Strive to improve the competitiveness of products in the international market, continuously expand the export market, ensure the foreign exchange balance of the cooperative companies and achieve higher economic benefits;
9. Matters required to be shared by Party B as stipulated by the parties in addition to the above-mentioned articles.

Article 19 Any party that causes losses to the company due to failure to perform its obligations shall be liable for damages.

Chapter VII Composition of the Board of Directors

Article 20 The company is a legal person-type cooperative enterprise, and the board of directors is the highest authority of the company.

Article 21 The board of directors shall be composed of _____ directors. Party A shall appoint _____, Party B shall appoint _____, the board of directors shall have one chairman and one vice chairman, and the directors shall be _____, with a term of _____ years. The chairman of the board of directors shall be re-elected by Party B.

Article 22 The chairman of the board of directors is the legal representative of the cooperative enterprise. When the chairman of the board of directors is unable to perform his duties, he shall authorize the vice chairman or other directors to represent the cooperative enterprise.

Article 23 The meeting of the board of directors shall hold _____ regular meetings each year, which shall be held in the place of the cooperative company in _____ months and may be held in other places if necessary. According to the needs, the chairman of the board of directors may also hold a board meeting after the approval of the vice chairman. The board of directors shall be convened by the chairman of the board of directors. When the chairman of the board of directors is unable to convene, he may entrust the vice chairman or other directors to convene the chairman.

The chairman of the board of directors shall notify the members of the board of directors of the date, place and issues of the board meeting three weeks ago.

Article 24 When a director is unable to attend a meeting of the board of directors, he may issue a power of attorney to entrust a representative to attend and exercise the right to speak and vote for the director. One of his representatives may not hold two or more places at the same time.

Article 25 The board of directors shall study and discuss issues in the principle of equality, mutual benefit and friendly consultation.

The following matters shall be resolved by unanimous approval of the directors present at the board meeting:

1. Modification of the contractual joint venture and articles of association;
2. Termination and dissolution of the cooperative enterprise;
3. Increase and transfer of registered capital of cooperative enterprises;
4. The merger of a cooperative enterprise with other economic organizations.

For other matters, the resolution may be decided according to the rules of procedure set out in the charter of the cooperative enterprise. The resolutions of the board of directors are written in Chinese in quadruplicate. After being signed by the chairman and the vice chairman, the company shall be executed by the cooperative company and Party B, and Party A shall hold two copies.

Article 26 The board of directors shall hire one general manager and one deputy general manager, and decide the term of office. The deputy manager shall implement the resolutions of the board of directors, be responsible for the operation and management of the cooperative company, and report to the board of directors on a regular basis on production and operation.

Chapter VIII Management and Management Organization

Article 27 A cooperative enterprise shall set up an operation and management institution responsible for the day-to-day operation and management of the enterprise. The operation management organization shall have one general manager, one deputy general manager and other senior management personnel. The employment methods shall be appointed by the board of directors for a term of _____ year.

Article 28 The duties and permissions of the general manager:

1. Implement the contract, articles of association and resolutions of the board of directors of both parties;
2. Nominate the person in charge of each functional department, review and recruit the staff, and report to the board of directors for record;
3. Formulate the operation and management system of the whole enterprise, and arrange, guide, supervise and inspect the functions of various functional departments;
4. Regularly submit work reports, financial reports and profit distribution plans to the board of directors;
5. Decide on the procurement of raw materials, spare parts, sales of finished products and special cooperation contracts and borrowing of working capital;
6. The auditing department shall formulate the prices of domestic and foreign products and make decisions on the appropriate adjustment of prices;
7. Representing enterprises in receiving important business contact units, negotiating and signing files;
8. To preside over the executive meeting of the enterprise and be responsible for the implementation of the discussion items and resolutions of the executive meeting;
9. Solve other major issues that the functional departments ask the general manager;
10. Within the scope of the authorization of the board of directors, on behalf of the enterprise or appointed agent to attend the approval or arbitration or mediation meeting involving the enterprise;
11. Make administrative final decisions on the disposition of employees in violation of the rules and regulations;
12. Other matters that are the responsibility of the general manager.

Article 29 The duties and permissions of the deputy general manager:

1. Assist the general manager in charge of the operation and management of the company;
2. When the general manager goes out, he will exercise his powers instead of the general manager;
3. Conduct business negotiations on behalf of the company;
4. Handling other work conflicts and related issues;
5. Other issues that should be handled by the Deputy General Manager.

Chapter IX Preparation and Construction

Article 30 During the preparation period, the cooperative company shall set up a preparatory establishment under the board of directors to be responsible for the preparatory work. The composition of the staff of the preparatory office is determined by the board of directors. The expenses during the preparation period are allocated to the production cost in a year.

Chapter 10 Labor Management, Trade Unions

Article 31 The employment, dismissal, labor wages, labor discipline, labor insurance and other matters of the employees of the cooperative company. Except for the “Labor Regulations for Sino-foreign Joint Ventures of the People's Republic of

Article 32 Workers of cooperative enterprises have the right to establish trade union organizations and conduct trade union activities in accordance with the Trade Union Law of the People's Republic of China and the Constitution of the Chinese Trade Union. The cooperative enterprise actively supports the trade union work of the enterprise.

Chapter 11 Production and Sales

Article 33 A cooperative enterprise shall formulate the production progress and import and export plans for the next year at the board meeting held before the annual meeting, and report it to the competent department.

Under the premise of ensuring the certain economic benefits and foreign exchange balance of the cooperative company, the plan can be reasonably adjusted according to the domestic and international market conditions.

Article 34. Purchasing objects of imported raw materials shall be negotiated by Party B and the quality, specifications and prices, and shall be agreed by the general manager and deputy general manager. In the case of domestically providing raw materials that meet the needs, priority shall be paid in the domestic market. The payment method, the currency is handled in accordance with domestic regulations.

Article 35 The aquatic products such as shrimp and squid produced by the cooperative enterprise shall be directly exported by the company according to the annual export count after passing the inspection by the China Export Commodity Inspection Bureau, and may also participate in the Canton Fair's external sales and export products.

Article 36 A cooperative company shall, in principle, stipulate that all products that meet the export standards shall be exported to ensure the balance of the company's foreign exchange earnings and actively earn foreign exchange.

Article 37 The domestic sales of the products of the Company shall be the responsibility of Party A, and the export shall be the responsibility of Party B. All internal and external distribution matters shall be made in the name of the company.

Article 38 The sales price and quantity of export products shall take into account the foreign exchange balance and cost accounting of the cooperative company. Adjusted in time as the situation in the international market changes.

Article 39 Domestic products shall be implemented in accordance with the price policy stipulated by the Chinese government. The specific price shall be decided by the general manager and reported to the competent department and the price department for the record. The price of export products is determined by the general manager of the company according to the national market according to the international market or according to the transaction price of the Canton Fair.

Chapter XII Finance, Accounting, Auditing

Article 40 The accounting system of a cooperative company shall be implemented in accordance with the relevant provisions of the financial department of the People's Republic of China and the accounting system established by the board of directors in light of the specific circumstances of the company.

Article 41 The various statements of the company shall be reported to the partners before the 10th of the following month. The year-end statements shall be submitted before the end of the next month, and the accountants entrusted by the company to be registered in China shall be examined. All kinds of statements are reported to the competent department, the statistical department and its relevant departments for the record.

Article 42 The company adopts the debit and credit account bookkeeping method and writes it in Chinese. The accounting statement uses RMB as the accounting standard currency. Other currencies that belong to cooperative investment are converted by the Bank of China exchange rate. Trades are traded at trade exchange rates, and foreign exchange transactions are handled in accordance with the Interim Regulations on Foreign Exchange Administration of the People's Republic of China.

Article 43 The financial audit of a cooperative company shall be conducted by an accountant registered in China for review, audit, and report the results to the board of directors and general manager.

Article 44 A cooperative company opens RMB and foreign currency accounts at the Bank of China _____ branch.

Chapter XIII Tax, Profit and Loss

Article 45 A cooperative company shall pay various taxes in accordance with the provisions of the tax law of the People's Republic of China, and shall submit an application for tax reduction and exemption to the tax authorities in accordance with the Provisions on Supervision and Exemption of Import and Export Goods for Sino-Foreign Cooperative Business Projects.

Article 46 The income tax shall be paid by both Party A and Party B respectively. Party A shall submit the application in accordance with the relevant provisions of the State, and Party B shall implement it in accordance with the provisional regulations of the State Council on the preferential investment of overseas Chinese.

Article 47 After the cooperative company deducts the reserve funds, employee welfare funds, incentive funds, enterprise development funds and tax paid by the board of directors, the remaining net profits of the two parties are equally divided.

Article 48 When the net profit of Party B is remitted abroad, it shall be handled in accordance with the relevant provisions of the “Regulations of the People's Republic of China on Foreign Exchange Control”.

Article 49 When a company loses money, it may be compensated by the reserve fund when it is discussed and approved by the board of directors meeting, or it shall bear the responsibility for loss according to the equal ratio.

Chapter XIV Approval, Effectiveness, Extension and Termination of the Contract

Article 50 The cooperation period of the company is limited to _____ years, and this contract is applied for approval in accordance with the relevant provisions of Sino-foreign cooperative operation. Then, the cooperative company holds the approval certificate to register with the industrial and commercial administration authority and obtains the business license. At the same time, Party B must also register with the industrial and commercial administration authority in its own name. The company cooperation period is calculated on the date of receipt of the business license. The company takes effect on the date of approval by the higher authorities.

Article 51 Six months before the expiration of the cooperation period, if the two parties are willing to continue cooperation, they may apply for and extend the cooperation period after approval by the approval authority.

Article 52 During the period of cooperation, the contract may be terminated in advance and the cooperative enterprise shall be dissolved:

1. When the company suffered serious losses and was unable to continue to operate;
2. The partner does not fulfill the obligations stipulated in the cooperative enterprise contract and the charter, and the enterprise cannot continue to operate;
3. When serious damages occur due to force majeure such as natural disasters or wars;
4. The company has not achieved its business objectives, and at the same time has no development prospects. Other dissolution factors stipulated in the company's contract and articles of association have already appeared.

When the best efforts of both parties are irreparable, the board of directors shall submit an application for dissolution and report to the examination and approval authority for approval, and terminate the cooperative enterprise in advance.

In the case of the dissolution of the contracted enterprise in the second paragraph of this Article, the party that fails to perform the obligations stipulated in the contract and articles of association of the cooperative enterprise shall be liable for compensation for the losses caused by the cooperative enterprise.

Article 53 When the period of cooperation is not full, when the company is dissolved, the company shall be responsible for its debts with all its assets, and the remaining assets after repayment of the debts shall pay a certain resettlement fee for the employees, and the remaining part of the two parties shall be allocated equally, and the remaining assets will exceed the registered capital. The value-added part is regarded as the profit, and should be equalized after paying the income tax according to law.

Article 54. The contract expires upon the expiration of the contract. All assets of the cooperative company are not subject to any conditions and are not owned by Party A.

Article 55 After the company is dissolved or terminated, all books and files shall be kept by Party A.

Chapter 15 Modification of the Contract

Article 56 The modification of this contract and its subsidiary files must be signed by both parties, and submitted to the original examination and approval authority for approval.

Chapter 16 Insurance

Article 57 All insurances of the company shall be handled by the _____ branch of the People's Insurance Company of China.

Chapter 17 Trademarks

Article 58. It is mutually agreed by both parties, that the shrimp produced by the company adopts the “_____” brand trademark and is used by the industrial and commercial administration department after registration.

Chapter 18: Applicable Law

Article 59 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 19: Settlement of Disputes

Article 60 All disputes arising from the execution of the contract or related to the contract shall be settled through friendly negotiation between the two parties; if the negotiation still cannot be resolved, it shall be submitted to the arbitration authority for settlement.

Article 61 The place of arbitration shall be located in Beijing and shall be arbitrated by the Foreign Trade and Economic Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Interim Rules of the Arbitration Program of the Association.

Article 62 The arbitral award is final and binding on both parties.

Article 63 The arbitration fee shall be borne by the losing party.

Article 64 In the course of arbitration, except for the part of the dispute that is being debated by both parties, the other contents of the contract shall continue to be performed.

Chapter 20 Others

Article 65 After this contract is signed by the representatives of both parties, it shall be submitted to the higher-level examination and approval authority for approval, and will be notified to Party B in time.

Article 66 The subsidiary file of this contract is an integral part of the contract and has the same effect as the contract.

Article 67 In order to guarantee the performance of this contract, Party A and Party B shall provide each other with a bank guarantee for performance.

Article 68: In the execution of the contract, if the economic loss caused by breach of contract by either party, the other party has the right to sue in the Chinese court, and the economic losses posed by the party shall be fully compensated by the defaulting party.

Article 69 When a company has force majeure and other serious accidents, and affects the execution of the contract, the general manager of the company shall notify Party B of the occurrence as soon as possible by telegram, and submit the certificate file displayed by the relevant authority to the other party within half a month by airmail registration letter. confirm.

Article 70 Company Address: _____

Article 71 The legal addresses of both parties A and B and the correspondence sent to them shall be reported to the following parties as follows:

Party A: _____
Legal address:_____
phone:_____
Party B: _____
Legal address:_____
phone:
Dedicated telecommunications: _____
Electric hanging: _____

Article 72 This contract shall be written in five copies in Chinese, with Party A holding two copies, Party B holding one copy, and the competent authority and the examination and approval authority each holding one copy.

Chapter 21 Attached Files

Attached file one

According to Article 18 of the contract, the parties reached the following agreement:

Under the conditions of the same sex and price ratio, the equipment provided by the _____ party can be given priority, and the following conditions must be met:

1. The production equipment provided by _____ party must be complete, brand-new, and has the current international advanced level. If the technology and equipment provided are outdated and backward, the losses caused by _____ shall be compensated by _____ party;

2. The above equipment shall have a _____ year warranty period. If the equipment quality problem affects the production during the warranty period or the production efficiency is not achieved, the _____ party shall be responsible for the replacement and maintenance;

3. The _____ party must provide equipment with two years of spare parts and a full set of technical information;

4. _____ is responsible for dispatching technical personnel to the company to guide the installation, commissioning and meeting the requirements of normal production;

5. The _____ party must ship all equipment to _____ port within __ months of receipt of the letter of credit issued by the _____ party through the Bank of China;

6. Installation and commissioning are completed within one month;

7. When the equipment is shipped, the _____ party must attach not less than the raw materials produced by the test run;

8. The wages of the technicians dispatched by _____ to _____, the round-trip expenses and the accommodation and transportation of _____ shall be the responsibility of the cooperative company, and the total amount shall not exceed _____ yuan.

Subordinate file II

According to Article 31 of the contract, the two parties reached the following agreement:

1. The average salary of the employees of the cooperative company is tentatively set at RMB _____ per person. Depending on the future development of the company and the domestic situation, the board of directors decides to increase the wages of the employees of the company appropriately year by year.

2. The salary level of the company's employees is balanced by the general manager of the company according to the principle of paying for work and getting more work, depending on its production efficiency and actual performance.

3. The salary of the company's senior staff employed by the board of directors is negotiated by the board of directors.

4. In the production process, projects that can be contracted to a team or individual should be contracted, and the company signs a contract with it. According to the development of production, the contract of contract should be adjusted once a year.

Attached file three

According to Article 38 of the contract, the two parties reached the following agreement:

1. Sales price of export products: The company's self-sale price is the actual sales price of the international market, and it fluctuates with the changes in the international market.

2. The export products are delivered every three months, and the payment method is separately stipulated in the agreement.

Subordinate file four

From the date of the wholesale of the company's business license, Party B must remit the _____ US dollar to the Bank of China _____ branch within one month.