Sino-foreign joint venture contract (leather goods)

table of Contents

1) General 2) Parties to the joint venture 3) Establishment of joint venture company 4) Purpose of production and operation, scope and scale 5) Total investment and registered capital 6) Responsibilities of the parties to the joint venture 7) Technology supply 8) Sales of products 9) Board of directors 10 ) Management organization 11) Equipment material purchase 12) Preparation and construction 13) Labor management 14) Taxation, finance, auditing 15) Joint venture period 16) Joint venture expiration property processing 17) Insurance 18) Modification, modification and cancellation of the contract 19) Liability for breach of contract 20) Site use fee 21) Force majeure 22) Applicable law 23) Dispute resolution 24) Text 25) Contract effective and other

Chapter I General

_____, _____ and _____ According to the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws of China, in accordance with the principle of equality and mutual benefit, through friendly consultations, agreed to jointly invest in joint ventures in the _____ province of the People's Republic of China , special contract.


Chapter II Parties to the Joint Venture

Article 1 The parties to this contract are:

_____ registered in _____ province of China _____ province, its legal address is in China _____, telephone: _____, legal representative:

Name: _____ Position: _____ Nationality: China

_____ registered in _____ province of China _____ province, its legal address is in China _____, telephone: _____, legal representative:

Name: _____ Position: _____ Nationality: _____
China _____, registered in _____, English: ____
Its legal address: _____, English, _____
Legal representative: _____
Name: _____ Position: _____ Nationality: _____

Chapter III Establishment of a joint venture company

Article 2 Party A, Party B and Party C agree to “_____” in the _____ joint venture 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.

Article 3 The name of the joint venture company is: _____, and the foreign name is: _____.

The legal address of the joint venture company is: _____.

Article 4 All activities of the joint venture company shall comply with the laws, decrees and relevant regulations of the People's Republic of China.

Article 5 The organization form of the joint venture company is a limited liability company. Party A, Party B and Party C shall be responsible for the debts of the joint venture company with their respective contributions, and share profits and share risks and losses according to the proportion of their capital contribution in the registered capital.

Chapter IV Scope and Scale of Production and Management Purposes

Article 6 The purpose of the parties to the joint venture 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. It has the competitiveness of the international market, improves economic efficiency, and enables all parties to the investment to obtain satisfactory economic benefits.

Article 7 The scope of production and business of a joint venture company is:

Production and sales _____ and _____ briefcases, nylon boxes and hardware accessories, leather, shoes.

Article 8 The production scale of the joint venture company is as follows:

1. After the joint venture company put into production, the production capacity is: annual output _____ only _____ official box.

2. With the development of production and management, the two sides agreed and approved by the approval authority, the production scale can be increased, and the product varieties will be developed into artificial leather and natural leather briefcases, leather, leather products and accessories.

Chapter V Total Investment and Registered Capital

Article 9 The total investment of the joint venture company is _____ US dollars.

Article 10 The capital contribution of the parties to the joint venture shall be _____ US dollars, which shall be the registered capital of the joint venture company, of which:

Party A: _____ US dollars, accounting for _____%
Party B: _____ US dollars, accounting for _____%
Party C: _____ US dollars, accounting for _____%

Article 11 The parties to the joint venture shall use the cash dollars as their capital contribution.

Article 12 The registered capital of the joint venture company shall be paid by Party A, Party B and Party C at the rate of capital contribution within one month after receiving the business license.

Article 13 If any party to the joint venture transfers all or part of its capital to other parties, it shall, with the consent of the other parties to the joint venture, submit it to the examination and approval authority for approval, and go through the formalities for registration of changes with the original registration authority. The parties to the joint venture shall be in the joint venture period. The amount of capital contribution cannot be reduced, but all or part of the capital contribution can be transferred: when one party transfers all or part of its capital contribution, the other parties to the joint venture have the right of first refusal.

Chapter VI Responsibilities of the parties to the joint venture

Article 14 The parties to the joint venture shall be responsible for the following matters:

_____ Party Responsibilities: Handling the application for approval, registration, and business license for the establishment of the joint venture company; organizing the design and construction of the joint venture company's plant and other engineering facilities; providing cash in accordance with Article 11 and being responsible for the joint venture Orders for import and export of equipment required by the company and transportation within China, assisting the joint venture company to purchase or lease equipment, materials, raw materials, office equipment, transportation, communication facilities, etc. in China; assist the joint venture company to contact water and electricity Infrastructure such as transportation; assist the joint venture company in recruiting local Chinese management personnel, technicians, workers and other personnel required.

Assist foreign staff in handling the required entry visas, work permits and travel procedures, etc., and be responsible for other matters entrusted by the joint venture company.

_____ Party Responsibility: Provide cash in accordance with Article 10; handle the purchase of machinery and materials and raw materials entrusted by the joint venture company outside China; and be responsible for transporting the ordered goods to the Chinese port; providing the required equipment installation, commissioning and production technology The training of personnel, production and inspection technicians shall enable the joint venture company to stably produce qualified products according to the design capability within the prescribed time limit, and be responsible for handling other matters entrusted by the joint venture company.

Chapter VII Technical Provision

Article 15 The _____ party provides the joint venture company with the design, manufacturing technology, process flow, testing and inspection of the products such as the _____ briefcase and other products. It is complete, accurate and reliable, and meets the requirements of the joint venture. The product quality and production capacity required by the contract. The _____ party shall actively cooperate with the employees according to the technical requirements provided by the _____ party.

The _____ party assists in the selection and purchase of advanced equipment in accordance with the provisions of the contractual agreement and provides advanced technology.

Article 16 The close cooperation of the parties to the joint venture shall enable the qualified rate of the products produced by the joint venture company to reach _____% after the six-month training period of the joint venture company.

Article 17 Product quality standards shall be implemented in accordance with the provisions of the sales contract.

Chapter VIII Sales of Products

Article 18 The products of the joint venture company shall be sold in the domestic and overseas markets, and the qualified products shall account for _____% of the total annual output.

Article 19 The qualified products produced by the joint venture company shall be responsible for the sale of the foreign market by the _____ party. The participation price of the joint venture company shall be formulated by the board of directors with reference to the international market price.

Article 20 The domestic products of the joint venture company may be sold by the Chinese material department or the commercial department, or directly by the joint venture company.

Article 21 In order to sell and sell products after sale in China and abroad, the joint venture company may establish branches for sales and maintenance services within and outside China after approval by relevant Chinese authorities. Among them, branches established in China shall, after approval, go through the formalities for registration of changes with the original registration authority.

Article 22 The trademarks used in the products of the joint venture company shall be agreed by the board of directors, and then the trademark registration formalities shall be handled with the administrative department for industry and commerce according to relevant regulations.

Chapter IX Board of Directors

Article 23 The date of registration of the joint venture company shall be the date of establishment of the board of directors of the joint venture company.

Article 24 The board of directors shall be composed of _____ directors, of which Party A shall send _____, Party B shall send _____, and Party C shall appoint _____. The chairman of the board of directors shall be appointed by Party A, and the vice chairman shall be appointed by the _____ party. The chairman and vice chairman shall serve for a term of _____ years, and the appointed party shall continue to be appointed for re-election.

Article 25 The board of directors is the highest authority of the joint venture company and determines all major issues of the joint venture company:

1. Amendment of the articles of association of the joint venture;
2. The dissolution of the joint venture company is terminated;
3. Increase in the transfer of registered capital of the joint venture company;
4. The joint venture company merges with other economic organizations.

Major issues should be negotiated in accordance with the principle of equality and passed unanimously before a decision can be made. For other issues that are not material, they can be adopted by a majority or a simple majority.

Article 26 The chairman of the board of directors is the legal representative of the joint venture company. When the chairman of the board of directors is unable to perform his duties for any reason, he may temporarily authorize the vice chairman or other directors to represent him.

Article 27 The board of directors meets at least once a year, and the chairman of the board of directors convene and presides over the board of directors. Meetings should generally be held in _____ City and, if necessary, in other cities in China or at appropriate locations abroad. After the signing of the major resolutions of the board of directors, the documents shall be filed in the Chinese and English.

Article 28 After the parties have agreed, the board of directors shall hire a notary public accountant to attend the board meeting. The notary conference division has the right to review all the vouchers, account books, statements, accounting files of the joint venture and report and make recommendations to the board of directors. The board of directors may invite _____ representatives to attend the board of directors according to the needs of the work.

Chapter X Management and Management Organization

Article 29 The operation and management organization of the joint venture company shall be responsible for the day-to-day operation and management of the company. The operation management organization shall have one general manager, the first general manager shall be recommended by the _____ party, and the deputy general manager shall be recommended by the _____ party and appointed by the board of directors.

Article 30 The general manager's duties are to implement the resolutions of the board of directors and organize and lead the daily operation and management of the joint venture company. The deputy general manager assists the general manager. When the general manager is absent, the deputy general manager exercises the power of the general manager.

Article 31 The operation and management organization shall have a number of department managers who shall be responsible for the work of all departments of the enterprise, handle the matters assigned by the general manager and the deputy general manager, and be responsible to the general manager.

Article 32 When the general manager and the deputy general manager have engaged in malpractice or serious dereliction of duty, they may be removed or disposed of at any time by resolution of the board of directors.

Chapter 11 Equipment Material Purchase

Article 33 The raw materials, supporting parts, transportation tools and office supplies equipment required by the joint venture company shall, in the case of the same conditions, be preferentially purchased in China.

Article 34 When a joint venture company entrusts _____ parties to purchase raw materials, accessory parts, transportation tools and office supplies equipment in foreign markets, it shall invite _____ parties to send personnel to participate, and the price shall be agreed by the joint venture company.

Chapter XII Preparation and Construction

Article 35 During the preparation and construction of the joint venture company, a preparatory group shall be set up under the board of directors to be responsible for the adjustment of production plants, equipment procurement and installation and commissioning.

The preparatory group is composed of _____ people. The expenses are included in the preparation fee. The preparatory team is composed of the team leader and the deputy team leader. The preparatory team leader and deputy team leader are appointed by the board of directors. The team leader and deputy team leader implement and supervise the production preparation work. After the acceptance by the board of directors. After the acceptance is completed, the preparatory team will be revoked.

Article 36 The preparatory group shall be specifically responsible for reviewing the engineering design, signing the project construction contract, organizing the procurement and acceptance of materials related to equipment and materials, formulating the overall progress of the project construction, preparing the use of the project plan, and mastering the project financial payment and project final accounts. Formulate relevant management methods and do a good job in the archives during the construction process. The storage and organization of drawings, archives and materials.

Article 37 _____ and _____ shall assign a number of technical personnel to form a technical team to be responsible for the review, supervision, inspection, acceptance and performance assessment of design, engineering quality equipment materials and imported technologies under the leadership of the preparatory team.

Article 38 The preparation, remuneration and expenses of the staff of the preparatory team shall be included in the project budget with the consent of the parties.

Article 39 The preparatory group shall, based on the technological production requirements provided by the _____ party, determine the list of equipment imported and purchased and processed in China. The prices shall be mutually agreed, the purchase shall be preferentially selected, and the equipment purchase contract shall be specially signed, and the equipment shall be inspected according to the contract. Failure to meet the requirements will be claimed in accordance with the regulations.

Chapter 13 Labor Management

Article 40 The employment, dismissal, wages, labor insurance, living welfare, rewards and punishments of employees of the joint venture company shall be in accordance with the "Labor Regulations of Chinese-Foreign Joint Venture Enterprises of the People's Republic of China" and its implementation measures. The specific plan of the board of directors is determined by the joint or individual contract of the joint venture company and the joint venture company. After the labor contract is concluded, the report is approved by the labor administration department of _____.

Article 41 The employment and salary of senior management personnel recommended by both Chinese and foreign parties, social insurance, welfare, and travel expenses standards shall be discussed and decided by the board of directors.

Chapter XIV Tax, Finance, Audit

Article 42 The joint venture company shall pay various taxes in accordance with the relevant laws and regulations of China. All foreign exchange matters of the joint venture company shall be handled in accordance with the relevant provisions of the Interim Regulations on Foreign Exchange Administration of the People's Republic of China. The joint venture company shall be discussed and approved by the board of directors according to the specific circumstances of the company, and an accounting system shall be formulated and implemented.

Article 43 The joint venture company shall, in accordance with the provisions of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures, withdraw reserve funds, enterprise development funds and employee welfare award funds, and the proportion of each year shall be discussed by the board of directors according to the company's operation.

Article 44 The employees of a joint venture company shall pay personal income tax in accordance with the Individual Income Tax Law of the People's Republic of China.

Article 45 The fiscal year of the joint venture company shall be recorded from January 1 to December 31 of each year, and all accounting vouchers, documents, statements and account books shall be recorded in Chinese; the monthly and year-end financial statements shall be in Chinese respectively. Written in English and reported to Chinese and foreign parties before the 10th of the following month.

Article 46 The financial audit of a joint venture employs an accountant registered in China to review and audit, and reports the results to the board of directors and general manager. If the _____ party believes that it is necessary to hire an auditor from another country to review the annual financial, the _____ party shall agree, and all expenses required by the _____ party shall be borne by the _____ party.

Article 47 The joint venture company shall open RMB and foreign currency accounts at the _____ branch of the Bank of China, which shall be accounted for separately in RMB and USD, and shall be settled in Renminbi at the end of the year.

Article 48 In the first three months of the first business year, the general manager shall organize the preparation of the balance sheet of the previous year, the profit and loss calculation book and the profit distribution plan, which shall be submitted to the board of directors for examination and approval.

Article 49 The export of qualified products of a joint venture company may apply for reduction, exemption, and industrial and commercial consolidated tax according to the regulations. The procedures for exemption of income tax shall be handled in accordance with the relevant provisions of Sino-foreign joint ventures.

Article 50 The profits of the parties to the joint venture shall be used for the reinvestment part of the company. If the term is not less than five years, the revoked part of the reinvested portion of the reinvested portion shall be refunded _____% of the income tax after the application of the tax authorities, and the reinvestment shall be withdrawn for less than five years. The tax refunded shall be paid back.

Article 51 The total profit earned by the joint venture company shall be deducted from the reserve fund, the enterprise development fund, the employee reward and welfare fund after the income tax is paid according to the income tax law of the Chinese-foreign joint venture of the People's Republic of China, and the remaining net profit shall be distributed once a year according to the investment ratio. The amount of each fund is determined by the board of directors.

Article 52 When the profits of the _____ party are remitted abroad, they shall be handled in accordance with the relevant provisions of the Income Tax Law of the People's Republic of China and the Regulations on Foreign Exchange Control.

Article 53 When a loss occurs in a joint venture company, it may be compensated or transferred to the next year by the reserve fund upon the decision of the board of directors.

Article 54 When a joint venture company lacks funds, it may lend to the Bank of China or other financial institutions in China in accordance with the “Interim Provisions on Joint Venture Enterprise Loans”, or may lend to foreign institutions. When raising funds, consideration should be given to interest rates and maturities. And other conditions.

Chapter 15 The duration of the joint venture

Article 55 The term of the joint venture shall be _____ years, calculated from the date on which the joint venture company obtains the business license.

Article 56 After the expiration of the contract, if Party A, Party B and Party C are willing to continue the joint venture, they may apply to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for an extension of the joint venture period six months before the expiration of the contract.

Article 57 The contract may also be terminated in advance in the following cases;

1. A serious loss occurs in an enterprise, when the total amount reaches _____% of the registered capital or cannot be recovered.
2. Suffering from the external influence of force majeure, the joint venture company has difficulty in operating and cannot continue.
3. When either party violates the contract and the company is unable to operate.

In the above circumstances, the parties to the joint venture should make the best efforts to remove obstacles and avoid terminating the contract.

Article 58 The early termination of this contract shall be subject to the negotiation and approval of the parties to the joint venture, and the application for completion of the application shall be submitted to the People's Republic of China for approval by the Ministry of Foreign Trade or its authorized institution.

Article 59 When the contract is terminated, the board of directors proposes a plan for property clean-up, and the local financial department and the bank where the account is opened are reviewed and entrusted to the notary public accountant registered in China to handle the liquidation. The property after liquidation shall be divided according to the proportion after the investment. The funds allocated by the _____ party may be remitted to _____ according to the “joint venture law”.

Article 60 If the contract is terminated and the clean-up work is completed, it must go through the formalities for cancellation with the registration authority, return the business license, and stop all business activities.

Chapter XVI Joint Expenditure Property Processing

Article 61 When the joint venture expires or the joint venture is terminated in advance, the joint venture company shall conduct liquidation according to law, and the property after liquidation shall be distributed according to the proportion of investment by Party A, Party B and Party C.

Chapter 17 Insurance

Article 62 All insurances of the joint venture company shall be insured by the People's Insurance Company of China, and the insurance shall be insured, the value of the insurance, and the period of the insurance shall be discussed and decided by the board meeting of the joint venture company in accordance with the regulations of the People's Insurance Company of China.

Chapter 18 Modification, Alteration and Dissolution of the Contract

Article 63 The modification of this contract and its subsidiary files must be signed by the parties and submitted to the original examination and approval authority for approval before they can take effect.

Article 64 Due to force majeure, the contract cannot be fulfilled, or the joint venture company cannot continue to operate due to successive losses, and the board of directors unanimously approves and reports to the original examination and approval authority for approval, which may terminate the joint venture period and terminate the contract.

Article 65: 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 joint venture 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 by the defaulting party. The claimant of the defaulting party shall have the right to report to the original examination and approval authority for approval to terminate the company contract in accordance with the contract. If all parties agree to continue the joint venture, the defaulting party shall compensate the joint venture company for economic losses.

Chapter 19: Liability for breach of contract

Article 66 If any of the parties to the joint venture fails to submit the capital contribution on time according to the provisions of Chapter V of the contract, from the first month of overdue, for each month overdue, the defaulting party shall pay 7% of the capital The liquidated damages shall be paid to the other observant parties of the joint venture company. If the breach of contract is not submitted within three months, the defending party shall have the right to be in accordance with the contract, except for the cumulative penalty of _____ percent of the capital contribution to be paid. Article 17 provides for the termination of the contract and requires the defaulting party to compensate for the loss.

Article 67 If, due to the negligence of one party, the contract and its subsidiary files cannot be performed or cannot be fully performed, the negligent party shall bear the responsibility for contracting the contract; in the case of the fault of several parties to the joint venture company, according to the actual situation, the parties shall Responsible for the responsibility of each party.

Article 68 In order to guarantee the performance of this contract and its subsidiary files, Party A, Party B and Party C shall provide each other with a bank guarantee for performance.

Chapter 20 Site Usage Fee

Article 69 The venue used by the joint venture company is owned by the State of the People's Republic of China and shall be subject to the Chinese government.

Article 70 The joint venture company rents the venue _____ square meters, the rental fee is _____/m2 per year, and the method of payment of the rental fee shall be implemented in accordance with the regulations of the relevant government department of _____.

The joint venture company rents _____ square factory buildings and warehouses tentatively set at _____ square meters. The rental fee is set at _____ yuan per square meter per year. The water, electricity and steam facilities rental fees are _____ million yuan per year. The above three expenses are included in the product. cost.

Chapter 21 Force Majeure

Article 71 When an earthquake, typhoon, flood, fire, war, or other force majeure accident that cannot be foreseen and cannot be prevented or avoided by its occurrence and consequences causes direct impact on the performance of the contract or fails to perform according to the agreed conditions, The party responsible for the above-mentioned force majeure accident shall immediately notify the other parties of the joint venture company by telegram, and shall provide a valid proof file of the accident details and the contract cannot be fulfilled within _____ days, or the reasons for the overdue performance. It shall be issued by the notary office of the accident-prone 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 22 Applicable Law

Article 72 The conclusion, validity, interpretation, performance and settlement of disputes of this contract are governed by the laws of the People's Republic of China.

Chapter 23: Dispute Resolution

Article 73 All disputes arising out of or in connection with the execution of this contract shall be settled through friendly negotiation. If the negotiation cannot be resolved, it shall be submitted to the Beijing China Council for the Promotion of International Trade's Foreign Economic and Trade Arbitration Commission. According to the provisional rules of the arbitration program of the association, the arbitral award is final and binding on all parties, and the arbitration fees are borne by the losing party.

Article 74 In the course of arbitration, the rest of this contract shall continue to be performed except for the part of the dispute in which the parties are engaged in arbitration.

Chapter 24—Text

Article 75 This contract is written in Chinese.

Chapter 25 The Contract Effective and Others

Article 76 The following subsidiary agreement files shall be concluded in accordance with the principles stipulated in this contract: the formation of engineering agreements, sales agreements, etc., are all part of this contract.

Article 77 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 force on the date of approval.

Article 78: For the method of transmitting notices by Party A, Party B and Party C, if they use telegrams or telex notices, where the powers and obligations of the parties are involved, they shall be notified in writing by letter A and B listed in the contract. The legal address of C is the receiving address of each party.

Article 79 This contract shall be signed by the representatives authorized by Party A, Party B and Party C in China on ___ years ___ ___.