Financial Contract Reference Format (2)

table of Contents

1) General 2) Business purposes and business scope 3) Capital contribution 4) Responsibilities and obligations of the parties to the joint venture 5) Directors and board of directors 6) Management organization 7) Labor management 8) Taxation, finance, accounting, auditing 9) Profit distribution 10 ) JV deadline, dissolution and liquidation 11) Liability for breach of contract and settlement of disputes 12) Text of the contract, effective and other

Joint venture × × contract

××××,×××× and XX,××,××, 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, in accordance with the principle of equality and mutual benefit, after friendly consultation, agree to Jointly investing in the establishment of a joint venture, the following contract is signed.

Chapter I General

Article 1 The parties to this contract are as follows:

Party A:
××××
Legal address: ××××
Legal representative: ×××
××××
Legal address: ××××
Legal representative: ×××

Party B:
××××
Legal address: ××××
Legal representative: ×××
××××
Legal address: ××××
Legal representative: ××××
××××
Legal address: ××××
Legal representative: ×××

Article 2 Party A and Party A shall have joint and several liability and joint obligations for all the provisions of this contract concerning Party A's performance; Party B, Party B, Party B and Party B shall All the terms and conditions that Party B shall perform shall be jointly and severally liable and jointly.

Article 3 The name of the joint venture is ××××, and the English name is ××××.

Legal address: × ×

Article 4 A joint venture company is a legal person in China that complies with and is governed and protected by Chinese laws, regulations, and relevant regulations and regulations.

Article 5 The joint venture company is a limited liability company. The responsibility of the parties to the joint venture to the joint venture company is limited to the amount of their respective contributions. Share profits and share risks and losses in proportion to their respective capital contribution in the registered capital.

Article 6 According to the decision of the board of directors, the joint venture company may establish branches in China and abroad after approval by relevant government departments.

Chapter II Business Purposes and Business Scope

Article 7 The purpose of the joint venture company is to provide rental services for domestic and foreign users with scientific management methods, to assist domestic enterprises in technological transformation and equipment renewal, and to support domestic users' export earning and export leasing of machinery and equipment. Promote economic exchanges and technical cooperation between China and XX and other countries and regions.

Article 8 The business scope of the joint venture company is as follows:

1. According to the needs of domestic and foreign users of the People's Republic of China, we operate domestic and foreign production of various advanced and applicable machinery, electrical appliances, equipment, transportation vehicles, and various instruments, electronic computers, and advanced technology for leasing, sub-leasing, leasing and Sales processing of leased assets.

2. The technology leases required for the aforementioned leasing business are purchased directly from domestic and foreign sources.

3. Introduction, guarantee and consultation of the leasing business.

Chapter III Funding

Article 9

1. The total investment and registered capital of the joint venture company are both × × yuan. The capital contribution ratio of both Party A and Party B is ×%, and the amount of funds is XX yuan each.

2. The proportion of the capital contribution of the joint venture parties and the amount paid in cash are as follows:

Party A: ×% × × yuan, of which XX yuan is paid in RMB equivalent to its equivalent.
Party A 2: ×% × × yuan, of which XX yuan is paid in RMB equivalent to its equivalent.
Party B: ×% × × Yuan B 2 Party: ×% × × Yuan B 3 Party: ×% × × Yuan

3. Within XX working days after the joint venture company receives the business license, the parties to the joint venture shall transfer all of the above-mentioned respective contributions to the account of the joint venture company in the Bank of China.

4. When investing in RMB, the conversion rate of RMB and USD shall be based on the exchange rate quoted by the State Administration of Foreign Exchange of China on the date of payment.

5. During the joint venture, the joint venture company cannot reduce the registered capital.

6. After the parties to the joint venture have paid the amount of capital, they shall be verified by an accountant registered in China and a capital verification report shall be issued, and the joint venture company shall issue a certificate of capital.

7. During the joint venture period, neither party to the joint venture may transfer or mortgage the capital contribution certificate issued by the joint venture company or as a third party's object of claiming the joint venture company.

Article 10

1. The increase, transfer or other treatment of the registered capital of the joint venture company shall be approved by the board of directors, reported to the original examination and approval authority for approval, and then go to the original registration authority for change registration procedures.

2. If any party to the joint venture transfers any or part of the capital contribution, the other joint venture party has the right of first refusal. The conditions for the transfer of the capital contribution by any party to the third party of the joint venture party shall not be favorable to the conditions for the transfer to other joint venture parties. The parties to the joint venture in this paragraph shall be Party A, Party A, Party B, Party B and Party 2. And B 3 parties.

3. Under the condition that the capital ratios of Party A and Party B remain equal, the capital contributions of Party A and Party B may be transferred to each other in their respective departments.

Chapter IV Responsibilities and Obligations of the Joint Venture Parties

Article 11 The parties to the joint venture shall play their respective characteristics and strengths and undertake the following responsibilities and obligations in support of the establishment and business development of the joint venture company:

1. Party A’s responsibility

Responsible for the establishment of a joint venture company to the relevant departments of the Chinese government for approval, to obtain the approval certificate and business license and other relevant procedures.
Assist in renting office space and purchasing office supplies.
Introduce and recommend rental users and projects.
Provide domestic financial and leasing market information.
Assist the joint venture company to establish branches in China.
Recommend excellent management personnel and other personnel to the joint venture company.
Assist in the entry of entry visas, long-term residence permits, travel permits, etc. for foreigners in the joint venture company.
Assist in raising foreign exchange and RMB funds.

2. Party B’s responsibility

Use the business network in XX and countries around the world to promote the leasing business of the joint venture company and introduce and recommend the leasing users and projects to the joint venture company.
Introduce and recommend the most advanced and reasonably priced rental items produced in countries around the world.
Assist the joint venture company in leasing equipment to foreign countries and exporting the products of the lessee.
Provide information on international financial markets, leasing business, and various contractual texts required to carry out leasing operations.
Assist in conducting credit investigations for foreign users.
Conduct business training for company employees at the location of the joint venture company or XX.
Assist the joint venture company to use the registered capital to purchase transportation, communication equipment and office equipment in foreign countries.
Assist the joint venture company to raise funds abroad on preferential terms.

Chapter V Directors and Board of Directors

Article 12: The dispatch of directors

1. The directors of the joint venture company have a total of ×, of which Party A sends a name and Party B sends a name.

2. The term of office of the directors is x years and can be re-elected. The replacement or lack of staff of the director shall be notified to the board of directors in writing by the original dispatcher, and the term of the director shall be limited to the remainder of the term of the previous term.

Article 13 Duties of Directors

1. The directors of the joint venture company attended the board of directors and proposed a plan to exercise voting rights on the proposals that need to be reviewed and approved.

2. The directors are non-resident and do not receive remuneration in the joint venture company. However, if the director is in the duty of a joint venture company, he will enjoy the salary corresponding to his position.

Article 14 Chairman and Vice Chairman

1. The board of directors of the joint venture company has one chairman and one vice chairman. The chairman of the board of directors shall be the director of Party A, and the vice chairman shall be the director of Party B.
2. The chairman of the board is the legal representative of the joint venture company and is responsible for convening and presiding over the board of directors.
3. The vice chairman assisted the chairman of the board of directors. When the chairman is unable to perform his duties, he shall authorize the vice chairman or other directors to exercise their functions and powers on behalf of the joint venture company.
4. The term of office of the chairman and vice-chairman is the same as that of the directors.

Article 15 The convening of the board of directors

1. The board of directors of the joint venture company shall be composed of all directors dispatched by the parties to the joint venture, and each of the directors shall have one vote.

2. The board of directors is in principle once a year. Generally, it is held at the headquarters of the joint venture company within × months after the termination of the business year of the joint venture company.

3. The chairman and vice-chairman have deliberated and convene an interim board when it is deemed necessary or when more than one-third of the directors propose to convene a meeting.

4. The chairman of the board of directors will convene a notice and motion of the board of directors at least three weeks before the meeting, and send it to the directors in writing.

5. More than two-thirds of the directors must be present at the board of directors. If a director is unable to attend, he may issue a letter of appointment to other directors instead of attending and voting, but a director may only replace one person at most.

6. The minutes of the board of directors shall include the main points and conclusions of the agenda of the meeting. After signing by the moderator and the directors attending the meeting, they are originally kept in the joint venture company.

Article 16 Duties of the Board of Directors

1. The board of directors is the highest authority of the joint venture company and determines all major issues of the joint venture company. At the same time, the joint venture company has the right to lead and supervise.

2. The duties of the board are as follows:

Amend the articles of association of the joint venture company.
Decided to extend the term of the joint venture, early termination and dissolution of the joint venture company.
Decide on the increase, transfer or other related capital of registered capital.
Responsible for the general manager, deputy general manager and members of the management committee of the joint venture company and the appointment of the chief accountant.
Decide to merge with other economic organizations, transfer all or a significant portion of the assets of the joint venture company, and receive important assets of other economic organizations.
The establishment and cancellation of domestic and foreign branches, subsidiaries and foreign agencies.
Approve financial final accounts, determine the proportion of the three funds of the joint venture company, profit distribution or loss treatment.
Determine the business policy and determine the business plan and financial budget for each year.
Decide on accounting rules and funding guidelines.
Determine the settings and changes of the joint venture organization. Approve regulations concerning labor management such as wages, bonuses, benefits, medical care, and treatment of employees.
Decide on the treatment of resident directors and officers.
Review and approve the business reports submitted by the general manager and the management committee.
Review and approve the proposal proposed by the directors.
Determine the rules and regulations governing the operation and management of the joint venture company.
Decide on other important matters.

3. The resolution on the above-mentioned items shall be adopted by all the directors present at the meeting. With regard to the resolution, a decision can be made after the consent of more than two-thirds of the directors present at the meeting.

Chapter VI Management and Management Organization

Article 17 General Manager, Deputy General Manager

1. The joint venture company has one general manager and one deputy general manager. Each term is x years and can be re-elected. The first general manager is recommended by Party B from the dispatched directors, and the deputy general manager is recommended by Party A from the dispatched directors. Appointed by the board of directors. After the expiration of the first general manager and deputy general manager, each general manager and deputy general manager shall be recommended by rotations of Party A and Party B, and shall be appointed by the board of directors.

The board of directors, vice chairman and directors may also be the general manager and deputy general manager of the joint venture company.

2. The joint venture company implements the general manager responsibility system under the leadership of the board of directors. The duties of the general manager are:

Within the scope of the board of directors, the company represents the joint venture company.
According to the decision of the board of directors and the management committee, arrange and lead the daily operation and management of the joint venture company.
As the director of the management committee, convene to host the management committee meeting.
Decide on the leasing proposal within the scope of the board of directors, provide credit proposals and fund raising.

3. Deputy General Manager Assistant General Manager manages the comprehensive business of the joint venture company. And can also serve as department manager.

4. The general manager and deputy general manager cannot concurrently serve as the general manager and deputy general manager of other external economic organizations, and cannot participate in the competition of other economic organizations for the joint venture company.

Article 18 Management Committee

1. The joint venture company established a management committee. The management committee consists of the general manager, deputy general manager and other senior personnel. The committee members are appointed by the board of directors. The director of the management committee is the general manager and the deputy director is the deputy general manager.

2. The management committee is held once a month. Members who are unable to attend the meeting may entrust other members to attend instead. Any member of the committee may convene a temporary management committee at any time if a meeting is requested.

Article 19 The duties of the management committee are

1. Proposal to report to the board of directors for discussion.
2. Approve leases that exceed the general manager's license and other credit offerings.
3. Approve funds raised beyond the general manager's license.
4. The establishment and revocation of domestic business agencies.
5. Executive board meeting decisions.
6. The specific formulation of the rules and systems of the joint venture company.
7. Responsible for the following managers of department managers.
8. According to the labor management regulations of the joint venture company, specific matters concerning employee employment, dismissal, wages, bonuses, benefits, medical care, etc.
9. Decide on the employee's training plan.
10. Submit annual financial reports, profit distribution plans, and regular business reports to the board of directors.

The resolutions of items 1-4 above shall be decided by all members present at the meeting. Items 5-10 can be decided with the consent of more than two-thirds of the members present at the meeting.

Chapter VII Labor Management

Article 20 The employment, dismissal, wages, labor protection, welfare and rewards and punishments of the staff of the joint venture company shall be drafted by the board of directors in accordance with the Regulations on Labor Management of Chinese-Foreign Joint Ventures of the People's Republic of China and other implementation regulations, by joint ventures and joint ventures. The trade unions may sign individual labor contracts.

Article 21 The issues concerning the employment and salary, senior social insurance, welfare, and travel expenses standards of senior staff recommended by both parties shall be discussed and decided by the board of directors.

Chapter VIII Taxation, Finance, Accounting, Auditing

Article 22 A joint venture company shall pay taxes in accordance with the provisions of relevant Chinese laws and regulations.

Article 23 The financial and accounting formulation of a joint venture company shall be formulated in accordance with the relevant laws of China and the financial accounting system, combined with the circumstances of the company, and reported to the local financial department and taxation authority for the record.

Article 24 The joint venture company shall, in accordance with the provisions of the Joint Venture Law, withdraw reserve funds, enterprise development funds and welfare and reward funds. The rate of annual withdrawal is determined by the board of directors based on the operation of the joint venture company.

Article 25 The joint venture company shall use the coin as the standard currency for the bookkeeping. According to the principle of accrual accounting, the debit and credit accounting method is used for accounting.

Article 26 The fiscal year of the joint venture company shall be from January 1 to December 31 of each year. All accounting vouchers, subpoenas, statistical tables, and account books are written in Chinese. Important accounting vouchers, account books, and statistical tables must be written in English at the same time.

Article 27 The joint venture company opens RMB and foreign exchange accounts at the Bank of China. It is also possible to open an account with other approved domestic and foreign banks.

Article 28 The financial audit of a joint venture company shall be subject to the examination and audit of the Chinese certified public accountant and report the result to the general manager or the board of directors.

Article 29 The parties to the joint venture may dispatch their own auditors to the joint venture company to inspect the accounting books, and the expenses shall be paid by the dispatching party.

Article 30 The directors of a joint venture company or an agent holding a letter of appointment of a director may at any time read and inspect the accounting books of the joint venture company and other calculation records.

Chapter IX Profit Distribution

Article 31 The distributable profits after the company withdraws the three funds, if the board of directors decides to allocate, shall be allocated according to the fiscal year according to the proportion of the capital contribution of the company.

Article 32 No profit shall be distributed until the losses of the previous year have not been fully recovered. The profits not distributed in the previous year may be incorporated into the profit distribution of the current year.

Article 33 The net profit of Party B may be exported to the country after being taxed in accordance with China's tax laws.

Article 34 Within the first four months of each business year, the general manager shall formulate 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.

Chapter X Term, Dissolution and Liquidation of Joint Ventures

Article 35 The term of a joint venture company shall be: ×× years from the date of issuance of the business license of the joint venture company.

If any party proposes an extension and has been approved by the board of directors, it may apply to the Ministry of Foreign Economic Relations and Trade before the expiration of the joint venture.

Article 36 A joint venture company may declare dissolution after it has been approved by the Ministry of Foreign Economic Relations and Trade:

1. The joint venture company's joint venture term expires.
2. The joint venture company suffered a major loss and lost its ability to continue to operate.
3. Any party to the joint venture company violates the provisions of this contract or the articles of association of the joint venture, resulting in the joint venture company being unable to continue operations.
4. Due to war or other force majeure reasons, the joint venture company suffered significant losses and it is difficult to maintain operations.
5. The company cannot achieve its business objectives, and at the same time there is no development possible.

Article 37

1. When the joint venture company is dissolved in the middle of the joint venture or in the middle of the provisions of the preceding article, the board of directors shall submit the procedures and principles of liquidation and the candidates of the liquidation committee to the competent department of the enterprise for review and supervision of liquidation.

2. The candidates for the liquidation committee are generally elected from the directors of the joint venture company. When a director cannot be a member of the liquidation committee or is not suitable to serve as a member, the joint venture company may employ an accountant or lawyer registered in China as a member.

The liquidation fee and the remuneration of the members of the liquidation committee shall be paid preferentially from the property of the joint venture company.

3. The task of the liquidation committee is to conduct a comprehensive investigation on the property, claims, debts, etc. of the joint venture company, prepare a balance sheet and a property catalogue, and propose a clearing method after proposing the property price and calculation basis. After the liquidation method is resolved by the board of directors, it is implemented by the liquidation committee. During the liquidation period, the liquidation committee may sue or respond to the joint venture company.

Article 38

1. When the joint venture company ends or dissolves the joint venture, it is responsible for the debt burden of its total assets.

2. When assets are transferred or processed, foreign exchange assets must obtain equivalent foreign exchange to liquidate foreign exchange debt.

3. When the assets that cannot be transferred or processed remain, the X party must use the appropriate parity. All remaining assets will be received and the debt will be cleared.

4. The remaining assets after repayment of debts exceed the value-added portion of the registered capital, and after being taxed in accordance with the provisions of the Chinese tax law, they are distributed according to the proportion of the capital contribution of the joint venture parties.

5. The foreign exchange portion of the remaining property allocated to Party B may be paid to the country after being taxed in accordance with the provisions of the Chinese tax law.

Article 39 After the liquidation of a joint venture company is completed, the liquidation committee shall submit a liquidation report to the board of directors, and after being approved by the board of directors, report to the Ministry of Foreign Economic Relations and Trade, and at the same time, go through the formalities for cancellation of registration and cancellation of the business license by the Administration for Industry and Commerce. And announced to the public.

Article 40 When the contract is terminated due to the expiration of the joint venture term, dissolution or other reasons, neither party to the joint venture shall continue to use the name of the joint venture company in any company it invests in.

Article 41 After the dissolution of the joint venture company, the originals of various archives and account books shall be kept by Party A, and the copies shall be kept by all parties to the joint venture other than Party A.

Chapter XI Responsibility for breach of contract and settlement of disputes

Article 42

1. If either party fails to pay the amount of capital in accordance with the provisions of Article 9 of this contract, it shall be counted from the fifteenth day. For each month overdue, the defaulting party shall pay the defending party a fine equivalent to the amount of its capital contribution. In case of overdue three months, in addition to the penalty of paying the accumulated capital contribution ×%, the other joint venture parties have the right to terminate this contract in accordance with the provisions of Article 36, paragraph 3 of this contract, and require the defaulting party to compensate for the loss.

2. If any party to the joint venture violates this contract and the contract cannot be fulfilled, the breaching party shall bear the economic responsibility.

Article 43

1. In the event of a dispute or interpretation of the contract or the joint venture company's articles of association, if a dispute arises, the parties to the dispute shall conduct friendly negotiations and seek solutions to the problem on the premise that the interests of the joint venture company are not damaged.

2. When the negotiation cannot be resolved, it can be submitted to arbitration. The arbitration shall be conducted in the country where the defendant is located. If the defendant is Party A, the China Council for the Promotion of International Trade will arbitrate with the Foreign Economic and Trade Arbitration Commission. If the defendant is Party B, the XX State XX Arbitration Association will conduct arbitration.

The arbitral award is final and binding on both parties. The arbitration fee shall be borne by the losing party.

3. In addition to the disputes, the parties to the joint venture shall continue to abide by the performance of this contract and other matters as stipulated in the articles of association of the joint venture company.

4. The language used for arbitration is English.

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

Chapter 12 The text of the contract, the entry into force and other

Article 45 This contract is written in Chinese and ×, and both texts are equally authentic.

Article 46

1. After signing this contract, it will be submitted to the Ministry of Foreign Economic Relations and Trade for approval, and will take effect from the date of approval.

2. The amendments, alterations and supplements to the terms of the contract shall be negotiated by the parties to the joint venture and agreed to in writing by the parties to the Ministry of Foreign Trade and Economics. After approval, they shall have the same effect as this contract.

3. Matters not covered by this contract shall be decided by the parties to the joint venture in accordance with the Joint Venture Law and relevant laws.

Article 47 The address of the file transmitted to the parties to the joint venture shall be subject to the legal address of the parties recorded in Article 1 of this contract.

Article 48 This contract shall be signed by the authorized representative of the parties to the joint venture in XX × × × × × days.

Chinese signature: Foreign signature: