Establishment of a Sino-foreign joint venture contract (technical service)

table of Contents

1) General
2) Joint venture parties and joint venture companies
3) Total investment and registered capital
4) Business scope and scale of the joint venture company
5) Joint venture company business premises
6) Responsibilities of both parties
7) Technology transfer and confidentiality
8) Technical achievements, know-how and patent management
9) Purchase and sales of joint venture companies
10) Board of Directors
11) Management organization
12) Labor management
13) Finance and profit distribution
14) Insurance
15) Special agreement
16) Settlement of disputes
17) Contract text
18) Effectiveness of the contract and other

Chapter I General Provisions

_____ and _____ According to the "Sino-foreign Joint Venture Enterprise Law of the People's Republic of China" and the "Regulations on the Implementation of the Law of the People's Republic of China on Sino-Foreign Joint Ventures" and other relevant provisions of the Chinese government, through unanimous and friendly consultations, unanimously agreed to jointly invest in the establishment of the People's Republic of China. Joint venture company "", hereinafter referred to as the joint venture company.

Both parties signed this contract in China _____ on ___ years ___ ___ day and complied with the implementation.

Chapter II Joint Venture Parties and Joint Venture Companies

Article 1 The legal address and legal representative of the parties to this contract:

Party A: _____
Legal address:_____
Legal representative: _____ position: _____
Country of Citizenship:_____
Legal address:_____
Legal representative: _____ position: _____
Country of Citizenship:_____

Party B: _____
Legal address:_____
Legal representative: _____
Position: _____
Country of Citizenship:_____

The name of the second joint venture company is "". English name"".

The legal address of the joint venture company is: _____

Article 3 The purpose of the joint venture company is to strengthen international economic cooperation and technical exchanges, and to provide high-quality technical and educational services to computer users in the territory of the People's Republic of China and in the _____ region, to provide international market information and provide consulting services, and to provide The investing parties receive the profits they deserve.

Article 4 The joint venture company is a legal person of the People's Republic of China. All activities of the joint venture company within the territory of the People's Republic of China must comply with the laws, decrees and relevant regulations of the People's Republic of China and be protected by the laws of the People's Republic of China. The joint venture company shall also abide by the provisions of this contract and the articles of association.

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

Article 6 The term of the joint venture company shall be __ years from the date of establishment. The date of establishment is the date of issuance of the business license. After the consent of both Party A and Party B, and reported to the relevant departments of the People's Republic of China for approval, the joint venture company's joint venture period can be extended. The two parties reached an agreement to extend the duration of the joint venture no later than six months before the expiration of the joint venture.

Article 7 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 III Total Investment and Registered Capital

Article 8 The total investment of the joint venture company is _____ US dollars.

Article 9 The capital contribution of both Party A and Party B shall be __ US dollars, which shall be the registered capital of the joint venture company.

Party A and Party B shall contribute in the following proportions:

Party A:
_____ _____% of registered capital
_____ _____% of registered capital

type of investment:

RMB cash equivalent to _____ USD. The price of one US dollar is calculated based on the foreign exchange selling price announced by the State Administration of Foreign Exchange on the date of delivery.

Party B:

_____, _____% of registered capital

type of investment:

Cash _____ US dollars, including some equipment necessary for the operation of the joint venture company.

Article 10 The registered capital of a joint venture company shall be paid by Party A and Party B in two phases according to the proportion of its capital contribution. In the first period, a total of _____ dollars was paid, and both parties paid _____ million dollars. It shall be paid within _____ days from the date of issuance of the business license of the joint venture company. The payment time for the second phase of funding is determined by the board of directors of the joint venture company.

Article 11 The bank of the joint venture company is the other bank agreed by the Bank of China or the Bank of China. The foreign exchange income of the foreign exchange and joint ventures invested by Party A and Party B shall be deposited into the bank with foreign exchange. Foreign exchange deposits can only be cashed into RMB when the board of directors decides to convert foreign exchange into RMB to pay for the expenses of the joint venture company in China.

Article 12 If either party fails to pay all or part of the capital contribution within the prescribed time limit, the insufficient capital contribution shall be paid to the joint venture company at an annual interest rate of _____%, and shall be paid once a month on a daily basis. The one-dollar renminbi price is calculated based on the highest price during the stagnation period.

Article 13 After the investment parties have paid the amount of capital, the joint venture company shall hire an accountant registered in China to verify and issue a capital verification report, and issue a capital certificate to both investors and report to the relevant Chinese authorities.

Article 14 If any party A or B transfers or sells all or part of its capital contribution to a third party, it must be approved by the other party to the joint venture and submitted to the approval authority for approval. Neither party can disagree with the transfer requested by the other party without any reason.

Chapter IV Business Scope and Scale of the Joint Venture Company

Article 15 The business scope of the joint venture company is to provide the following services to computer users and future users in the territory of the People's Republic of China and the _____ region:

Computer hardware installation/removal and software installation
Improve the technical performance of computer hardware and software
Repair and warranty of computer hardware and software
Renovation and modification of computers and external equipment
Technical performance identification of computers and external equipment
Technical consulting services for computer hardware and software technology
Field planning of computer systems
Supply computer spare parts, spare machine
College-level computer hardware and software vocational and technical education
Consulting services for computer prices in the international market
Agency _____ company sales service in China and _____ region
Export of technical services and advanced technical services
Develop computer system software and apply software

Article 16 Development of the joint venture company:

The first stage: mainly to provide services for computer users and future users in China
The second stage: the establishment of a college-level computer technology vocational education institution
Phase III: Establish a branch or branch
Stage 4: Serving the _____ region outside China

Chapter V Business Locations of Joint Venture Companies

Article 17 The joint venture company shall be established in China _____, and the required production, operation, education, office and other places shall be provided by Party A on preferential terms, and the joint venture company shall pay the lease fee on a monthly basis. The joint venture company signs a lease contract with Party A. The above-mentioned places can also be built by the joint venture company. Party A will provide the required land, water and electricity facilities in the preferential conditions that can be won.

Article 18 The land use fee incurred at the place used by the joint venture company shall be borne by the joint venture company in accordance with the relevant regulations of the Chinese government.

Chapter VI Responsibilities of the Joint Venture Parties

Article 19: Party A’s responsibility

1. To handle the registration, registration, and business licenses with the competent authorities of the People's Republic of China.

2. Assist the joint venture company in contacting the sites required to implement the joint venture's business activities, water, electricity and other materials necessary for the implementation of this contract.

3. Managers, managers, technicians and other staff members with considerable level and practical work experience shall be selected to participate in the work of the joint venture company after passing the examination of the joint venture company.

4. Assist in the procedures for entry visas sent by Party B to the staff of the joint venture company. It also provides the convenience of working and living facilities.

5. To assist the joint venture company in the training of technical personnel and other staff of the joint venture company in China, the training costs shall be paid by the joint venture company, and Party A shall provide preferential conditions.

6. Assist the joint venture company to purchase or lease equipment, materials, office supplies, communication facilities, transportation, fuel and transportation facilities in China.

7. Provide the joint venture company with information on China's domestic market and assist the joint venture company to open up agent sales channels in China's domestic market.

8. Assist the joint venture company in handling the procedures for obtaining foreign exchange required for conducting business activities in accordance with the provisions of this contract.

9. Assist the joint venture company in handling possible tax reduction, tax refund and tax exemption procedures.

10. Responsible for handling other related matters entrusted by the joint venture company.

Article 20: Responsibilities of Party B:

1. According to the entrustment of the joint venture company, the joint venture company is looking for computer users outside the People's Republic of China.

The profits obtained during the resale process are owned by the joint venture company, and Party B only charges commissions or commissions. All business activities of Party B in China and _____ regions within the scope of the joint venture business shall be conducted through the joint venture company.

2. Provide spare parts and spare parts for computers and external equipment to test companies at preferential prices; test instruments and tools; and other products required for the operation of joint venture companies such as software.

3. According to the requirements of the joint venture company, Party B shall select excellent management personnel and technical personnel to participate in the management of the joint venture company and participate in technical work such as installation, maintenance and development of computer hardware or technical guidance in China or _____ areas. The joint venture company pays Party B and bears the daily expenses of the above-mentioned personnel.

4. Assist the joint venture company in handling the entry visas for the joint venture company personnel to _____, and provide convenience for work, study and living facilities.

5. According to the training plan required by the joint venture company, the management personnel and technicians selected by the joint venture company shall be trained on the equipment of Party B and the school. After training, you can work independently according to what you have learned. The training fee is halved according to the standard price of Party B. The joint venture company pays the training fee and the travel and living expenses of the trainees.

6. A government license for the joint venture company to sell or service computer products outside the People's Republic of China. Providing the joint venture company with know-how in the installation, management, maintenance, and refurbishment of computers and their systems.

7. Regularly provide international market information to the joint venture company, and assist the joint venture company to carry out technical labor services and advanced technical labor export.

8. Do our utmost to help the joint venture company's agent to sell computer hardware and software services, and pay the agency commission to the joint venture company.

9. Responsible for handling other related matters entrusted by the joint venture company.

Chapter VII Technology Transfer and Confidentiality

Article 21 A joint venture company may sign a technology transfer agreement with Party A or Party B or any third party to obtain the advanced technology, patents and know-how required to achieve the business objectives, business scope and scale as stipulated in this contract. The parties or the technology transfer between the Party B and the joint venture company are subject to preferential conditions.

Article 22 The invention or patent right or proprietary technology obtained by the joint venture company in the course of its operation shall be owned by the joint venture company, and all relevant information shall be independently kept by the joint venture company.

Article 23 The confidentiality of the professional rights or know-how obtained by the joint venture company through the technology transfer agreement shall be handled in accordance with the provisions of the relevant transfer agreement signed by both parties.

Article 24 Without the approval of the joint venture company, neither party to the joint venture shall use the technical knowledge owned by the joint venture company. When any party to the joint venture wants to use the technical knowledge of the joint venture company, it must sign a technology transfer agreement with the joint venture company and perform the confidentiality provisions stipulated in the agreement, and the joint venture company will charge the technology transfer fee at a preferential price.

Article 25 The parties to the joint venture shall require their respective personnel assigned to work in the joint venture company to perform their duties of confidentiality of technical knowledge.

Chapter VIII Technical Achievements, Proprietary Technology and Patent Management

Article 26 The invention or improvement of the invention, software or proprietary technology formed by the employees, subcontractors and agents of the joint venture company in the course of working for the joint venture company shall be owned by the joint venture company. The patent application related to this invention is carried out in the name of the joint venture company.

Chapter IX Procurement and Sales of Joint Venture Companies

Article 27 Spare parts and spare parts for raw materials, equipment, computers and external equipment required by the joint venture company shall be purchased in China preferentially. The procurement of the JV Company in China seeks to enjoy the same price as other Chinese units and is paid in RMB. If the items purchased in the Chinese market cannot meet the requirements of the joint venture company, the joint venture company will purchase from Party B at a preferential price. However, if Party B's price is higher than the international market price, the joint venture company can purchase it on the international market. If it is prepared to purchase in the international market, the joint venture company will inform Party B of the price and conditions.

Article 28 The sales and computer services and training of spare parts and any computer equipment, software, special tools and other products in the spare parts warehouse of the joint venture company may be carried out by the joint venture company and its branches in China or in _____ countries. You can entrust a joint venture or a third party agent. In addition to complying with the relevant laws and decrees of the Chinese government, such activities should also refer to the relevant provisions of the _____ government. The prices of these products and services, under competitive conditions, should ensure that the joint venture's operations are profitable. The sales of computer hardware and software that are not produced in China or that are not produced by branches of the joint venture company shall be conducted by the joint venture company as the agent of Party B. The relevant agreement shall be signed between Party B and the customer. Except for the resale and re-export of the joint venture company.

The joint venture company will receive a certain percentage of hardware agency sales commission. Only when Party B receives the payment from the customer who can use it immediately, will the commission be paid to the joint venture company, and the commission will be paid to the joint venture company in the same form of payment received by Party B.

Chapter 10 Board of Directors

Article 29 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. The board of directors is the highest authority of the joint venture company and determines all major issues of the joint venture company.

Article 30 The board of directors shall be composed of _____ directors, of which Party A shall appoint _____ and Party B shall appoint _____. The chairman of the board of directors shall be appointed by Party A and the vice chairman shall be appointed by Party B. The term of the board of directors shall be _____ years, and the members of the board of directors shall continue to be appointed by the appointing party for re-election.

Article 31 The chairman of the board of directors is the legal representative of the joint venture company. When the chairman is unable to perform his duties for any reason, he may temporarily authorize the vice chairman to act as the representative.

Article 32 A director may appoint another person to exercise his or her rights as his plenipotentiary when he opens the board of directors. When this happens, the power of attorney should be submitted to the board of directors.

Article 33 The board of directors decides to pass a majority of the directors present at the meeting or their discretionary representatives, but major matters must be approved by all directors or their full-fledged agents, including:

1. Amendment of the articles of association
2. Disposal of abnormal conditions, including establishment, cancellation and extension of abnormal conditions
3. Increase or transfer of registered capital
4. Date of investment for the remaining periods of the two parties
5. Any change in business scope
6. Merger with other economic organizations
7. Profit distribution plan
8. Engagement and dismissal of general manager, deputy general manager, chief engineer, chief accountant and independent auditor
9. Budget decision or approval of final accounts
10. Price and sales conditions
11. Signing of a contract over _____ dollars
12. Establishment or withdrawal of a branch or branch
13. Borrowing more than _____ dollars per quarter or borrowing more than __ dollars per year

Article 34 The board of directors shall meet once a year and shall be convened and presided over by the chairman of the board of directors. The board of directors is convened within the first three months of the joint venture company's fiscal year. When the chairman of the board cannot be called, the vice chairman will convene and preside over it. In special circumstances, the chairman or more than two-thirds of the directors propose to convene an extraordinary meeting of the board of directors when necessary. Board meetings are generally held at the legal address of the joint venture company and may be held at other locations if decided by the board of directors.

Chapter XI Management and Management Organization

Article 35 A joint venture company shall establish an operation and management agency responsible for the day-to-day operation and management of the joint venture company. The management organization has one general manager and is jointly recommended by both parties. This general manager is recommended by the _____ party. The first deputy general manager is recommended by the _____ party. The management organization shall include one chief accountant. The above personnel are employed by the board of directors for a term of four years. Re-elected upon approval by the board of directors.

Article 36 The duties of the general manager shall be to implement the resolutions of the board meeting and organize and lead the daily operation and management of the joint venture company. The deputy general manager assists the general manager.

The management organization may set up a number of department managers, who are responsible for the work of the various departments of the joint venture company, handle the matters assigned by the general manager and the deputy general manager, and are responsible to the general manager and the deputy general manager.

Article 37 If the general manager, deputy general manager or chief accountant has a malpractice or serious dereliction of duty, who is unable or unwilling to perform his duties, or who is incapable of successfully operating a joint venture company, it may be replaced at any time by a resolution of the board of directors.

Chapter 12 Labor Management

Article 38 The recruitment of employees by a joint venture company shall be accepted after passing the examination of the joint venture company. In the first _____ year of the contract, the selection, examination and recruitment of personnel shall be jointly carried out by the joint venture company and Party A and Party B.

Article 39 The recruitment, dismissal, resignation, wages and benefits, labor protection, labor insurance, labor discipline, etc. of the employees of the joint venture company shall be studied and formulated by the board of directors in accordance with the "Labor Regulations of the Chinese-Foreign Joint Ventures of the People's Republic of China" and its implementation measures. The plan is stipulated by the joint venture company to conclude a labor contract.

Article 40 The employment and salary treatment, social insurance, welfare, and travel expenses standards recommended by the senior management personnel recommended by Party A and Party B shall be discussed and decided by the board of directors.

Chapter XIII Financial and Profit Distribution

Article 41 The financial accounting system and foreign exchange management of the joint venture company shall be handled in accordance with the relevant laws and regulations of the People's Republic of China. However, in order to have sufficient foreign exchange for the operation of the joint venture company, arrangements should be made.

Article 42 The joint venture company adopts the international general accrual system and the debit and credit accounting method. All vouchers, bookkeeping, income and expenditure receipts, books, and statistical statements are in both Chinese and English. The RMB income and expenditure of the joint venture company and the US dollar revenue and expenditure are separately recorded in RMB as the unified accounting unit.

Article 43 The accounting system of the joint venture company shall adopt the calendar year system from January 1 to December 31 of the Gregorian calendar.

Article 44 The gross profit obtained by the joint venture company shall be the distributable profit of the joint venture company after deducting the reserve fund, employee reward and welfare fund and enterprise development fund after paying the company income tax according to the tax law of the People's Republic of China. Distributable profits are allocated according to the proportion of investment by both parties. The proportion of the above three funds is determined by the board of directors depending on the operation of the joint venture company. The ratio of the reserve fund and the employee welfare fund should be more than _____% of the gross profit, and must comply with the relevant laws and decrees of the People's Republic of China.

Article 45 The distributable profits of a joint venture company shall be allocated according to the proportion of investment by each party, and the _____ party shall obtain foreign exchange preferentially. After the distribution, the joint venture company will immediately remit it to the bank of the parties. The joint venture company will use the processing of the materials and the processing fee to solve the RMB portion of the profit distributed by the _____ party with the assistance of the _____ party.

Article 46 The relevant taxation of a joint venture company shall be handled in accordance with the relevant tax laws of the People's Republic of China. The joint venture company will try its best to obtain the reduction and exemption of the tax, that is, according to the current law, the joint venture company is exempt from income tax in the first _____ years of profit-making, and the income tax _____% is _____ years thereafter. The joint venture company will also apply for various preferential treatments for reduction and exemption for the longest period allowed.

Article 47 The financial audit of the joint venture company invites the auditors registered in China to review and audit all the vouchers, bookkeeping, income and expenditure documents, account books, statistical statements and financial reports of the joint venture company, and report the results to the board of directors and the general manager. If Party A or Party B wants to hire other auditors of their own choosing to review the annual financials, he has the right to conduct such a review, and the joint venture company will fully cooperate, and the expenses of other auditors hired shall be borne by the employer. . However, the internal expenses of any such additional audit shall be borne by the joint venture company.

Chapter 14 Insurance

Article 48 All insurances of the joint venture company are insured by insurance companies in China. The investment insurance, insurance value, and insurance period are determined by the board of directors. The insurance premium is paid by the joint venture company.

Article 49 If the insurance of a joint venture company is outside the business scope of any Chinese insurance company, it may be insured by an insurance company outside China. The investment insurance, insurance value, and insurance period are determined by the board of directors.

Chapter 15 Special Agreement

Article 50 If, due to changes in the laws, decrees and government of China or the government of _____, the implementation of any clause of this contract is blocked or even impossible, the party concerned must immediately notify the other party and immediately forward the relevant files mentioned above.

Article 51 When the above-mentioned Article 50 occurs, the two parties shall promptly make corresponding amendments to this contract through negotiations so that the investing parties will not suffer losses as a result. If one party does not agree to the above changes, the other party has the right to suspend the contract in accordance with the provisions of Article 54, but shall notify the other party in writing _____ days in advance.

Article 52 The joint venture company is unable to operate or make the performance of this contract difficult due to earthquakes, typhoons, floods, fires, wars, and other irresistible accidents that cannot be prevented or avoided due to its occurrence and consequences. When it is impossible, the party that suffers the above irresistible accident shall immediately report the accident to the other party, and shall provide the other party with the details of the accident and the valid proof of the impact or damage to the operation of the joint venture company in the shortest possible time. The certificate file shall be issued by the notary office of the accident area. According to the degree of damage or impact of the accident on the joint venture company, the two parties shall decide whether to dissolve the joint venture company, or partially exempt or suspend the joint venture company's business activities, or stop the joint venture company's business activities.

Article 53. If the joint venture company is unable to operate due to an irresistible accident, or because the joint venture company is unable to continue its operation for consecutive years, the joint venture company may unconditionally dismiss the joint venture company after the board of directors unanimously approves and approves the approval of the original authority.

Article 54: A joint venture party is not obligated to perform the obligations stipulated in this contract or the articles of association due to an irresistible accident, or seriously violates the provisions of this contract or the articles of association, resulting in the joint venture company being unable to continue to operate or failing to fulfill the business objectives stipulated in this contract. As a breach of contract, the other party to the joint venture has the right to terminate the contract in accordance with the contract, in addition to the right to claim against the defaulting party. If the parties to the joint venture still agree to continue to operate, the defaulting party shall compensate the joint venture company for economic losses.

Article 55 When the operation period of the joint venture company has expired without extending its operation period or early termination of dissolution, the liquidation committee shall be composed by the liquidation committee. The property of the joint venture company will be liquidated according to the book balance at the time of liquidation. Cash shall be distributed in cash, and other property, including accounts receivable, shall be converted into cash at the highest price available at the time in the PRC or international market. After the debt is settled, the liquidation property is distributed to Party A and Party B according to the investment ratio of both parties. After the distribution, the joint venture company will immediately remit it to the bank of the parties.

Article 56 When the contract is terminated, if the joint venture company still has assets or has products in the sales area, the two parties may purchase the assets or products at the purchase price agreed by the joint venture company. These amounts should be credited to the balance sheet.

Article 57 When the contract is terminated, in accordance with Articles 55 and 56 of this contract, either party may give priority to the property of the other party at the time of liquidation.

Article 58 Any modification to this contract and its subsidiary files must be signed by the parties to the joint venture and submitted to the competent authority that originally approved the contract to take effect.

Chapter 16: Settlement of Disputes

Article 59 The disputes and requirements that arise between the parties during the period of validity or extension of the contract, or the disputes and requirements concerning the termination of the contract. It should be resolved by sincere consultations and negotiations between the two parties in an atmosphere of friendship and trust. If the parties cannot resolve the dispute within _____ days, they shall be referred to the _____ Arbitration Court for arbitration in accordance with the arbitration rules in force on the date of signing this agreement. The arbitration will be conducted by an arbitrator selected by the _____ Arbitration Institute.

His ruling will be final and binding on both parties. The entire arbitration process, including debates and abstracts, is conducted in _____. The decision made by the Court of Arbitration is considered final and binding on both parties. The cost of arbitration shall be borne by the losing party. Both parties bear the costs of their own experts, witnesses and legal counsel.

Article 60 In the course of arbitration, this contract shall continue to be performed except for the part of the dispute in which the parties are engaged in arbitration.

Chapter 17 Contract Text

Article 61 This contract is written in Chinese and English, and the two languages ​​have the same legal effect.

Chapter 18: The Effectiveness of the Contract and Others

Article 62 This contract, including the attached files, schedules, subsidiary files and appendices, can only take effect after it has been signed by the authorized representatives of both parties and approved by the relevant Chinese authorities.

Article 63 The subsidiary file of this contract is an integral part of this contract.

Article 64 Once the contract is completed, the prefix _____ and the word _____ shall not be used without the written permission of the _____ party.

Article 65. A and B may send a notice to the other party, and may take a telex or telegram. However, if the notice involves the rights or obligations of both parties, it should also be notified in writing. The mail should be postage-paid airmail registered.

The legal address of both parties is the mailing address of the mail.

Article 66 This contract shall be signed by the authorized representatives of Party A and Party B in both Chinese and English on _____ in the ___ ___ ___ day.