Establishment of a Sino-foreign joint venture contract (finance 1)

Financial contract reference format

table of Contents

1) General 8) Technical training
2) Capital 9) Establish bank facilities
3) Transfer of capital contribution and capital change 10) Profit
4) Board of Directors 11) Financial Accounting and Auditing
5) Management organization 12) Taxation
6) Business 13) Insurance
7) Bank branches and affiliates 14) Bank staff
15) Approval and registration
16) Contract validity period
17) Termination and liquidation
18) Force majeure
19) Confidentiality and other
20) Mediation and arbitration
21) Contract text
22) Legal correspondence address
23) Additional terms

××××,××××,×××××× collectively referred to as Chinese and XX, in accordance with the Law of the People’s Republic of China on Sino-foreign Joint Ventures and the Regulations of Foreign-funded Banks, Sino-foreign Joint Venture Banks and other relevant regulations. The principle of equality and mutual benefit, through friendly consultations, unanimously agreed to jointly hold a joint venture bank in the People's Republic of China ×××, for which this contract was concluded.

Chapter I General Provisions

Article 1 contracting Quartet

The contracting parties agreed to jointly invest in a joint venture bank.

Second bank name and address

Bank name:

Chinese: ×××× Bank
English: ××××××××

Bank address: ××××××

Article 3 Organizational Form

The bank is a limited liability company. The obligations of the contracting parties to the bank are limited to the amount of their respective contributions.

Article 4 Bank Purpose

The bank manages the business of commercial banks and investment banks and provides consulting services. It opens up new channels for the use of overseas Chinese capital and foreign capital, introduces advanced science and technology and advanced management experience, enhances international and domestic information exchange, and strives to expand international economic and financial cooperation. Accelerate the construction of XX and special economic zones.

Article 5 Applicable Law

The bank was approved and established and is a legal person of the People's Republic of China. The conclusion and performance of this contract shall be governed by the laws of the People's Republic of China All activities of the bank must comply with the laws, decrees and relevant regulations of the People's Republic of China. The bank’s business activities and legal rights are protected by the laws of the People’s Republic of China. The bank accepts the management and supervision of the People's Bank of China and the State Administration of Foreign Exchange and other relevant institutions.

Chapter II Capital

Article 6 Capital Composition

The registered capital of the bank is ×××××× yuan.
The paid-in capital of the first phase of the bank is ××××× yuan. The share of the contracted Quartet’s contribution is:
Party A accounts for XX% of the total investment of XX Yuan, and invests in cash.
Party B accounts for XX% of the total investment of XX Yuan, and invests in cash.
Party C accounts for ×%, and invests in ×××× yuan, investing in cash.
Ding Fang accounted for 3% of the total investment of ××××× yuan. Provide investment in the following ways:

Invest in cash × × × × yuan;

Ding Fang transferred its direct and indirect investment in the subsidiary institutions to the bank as an investment in the bank. It includes ××××.

The reserves of the two companies ×× and ×× and the undistributed accumulated profits.

The total of the above two items is XX×××× yuan, which should be based on the balance sheet dated by the Dingfang’s Hong Kong CPA.

After the establishment of the bank, the bank's board of directors should send a special team to review the original loans of XX and XX as soon as possible. The bad debts of the two companies before the establishment of the bank and the original loans of the two companies occurred within one year after the bank was established. Bad debts and bad debts will be cleaned up by XX and will be responsible for repaying all the economic losses caused by bad debts and bad debts. For loans with bad debt risks, the special group will provide opinions within one year after the establishment of the bank, and will be responsible for Ding Fang. deal with. Where the original loan is reviewed and approved by the special group, its economic responsibility shall be borne by XX and XX.

The contracting party agrees to extract at least 3% of the bank's annual after-tax profit, and then allocates it to the reserve after the decision of the board of directors, and the board of directors decides that the above-mentioned capital contribution ratio of the contracting party can be extracted from the reserve and increased in stages. The capital contribution is to ××××× yuan.

Article 7 Capital Provided

The contracting party shall pay the capital contribution within 30 days after the establishment of the bank, and the cash investment portion shall be fully deposited in the bank. If the stocks provided by Ding Fang are not able to be transferred to the bank within 30 days after the establishment of the bank due to technical reasons, the board of directors and the vice-chairman may jointly extend the extension for 30 days. If the cash contributed by any party is overdue or fails to pay, the late payment interest of the unpaid portion shall be paid according to the short-term lending rate announced by the Bank of China on the same day.

Article 8 Investment Certificate

After the contracting party has paid the amount of capital, it shall be verified by a Chinese registered accountant. After the capital verification report is issued, the bank shall issue a capital contribution certificate signed by the chairman and the vice chairman. The capital contribution certificate stipulates the following items: the name of the bank, the year, month and day when the bank was established, the name of the four parties and the amount of funds to be paid, the year, month and day of the capital contribution, and the year, month and day of the issuance of the capital certificate. When the amount of capital contribution is increased in accordance with Article 6 of this contract, the bank will issue a certificate of capital.

Chapter III Transfer of Capital Contribution and Capital Change

Article 9 Transfer of capital contribution

If a contracting party sells, transfers or mortgages part or all of its capital contribution to a third party, it must be agreed by the other three parties and approved by the approval authority. When a contracting party transfers part or all of its capital contribution, it shall first notify the other three parties in writing of the name of the transferee and the conditions for the transfer, and the other three parties shall have the right of first refusal. And the conditions for the transfer shall be the same as those for the transfer to a third party. If the other three parties do not intend to buy, the contracting party may transfer to the designated third party in accordance with the conditions for the transfer of the above notice. In case of violation of the above provisions, the transfer is invalid.

Article 10 Change in Registered Capital

If the registered capital needs to be changed, it shall apply to the examination and approval authority for approval within the specified time, and go through the formalities for registration of changes with the administrative department for industry and commerce of the People's Republic of China.

Chapter IV Board of Directors

Article 11 Composition of the Board of Directors

The contracting parties agreed to form a board of directors when the bank was established. The board of directors consists of ten members. Five Chinese, Ding Fang, five, were appointed by the Chinese and Ding Fang. The chairman of the board of directors is appointed by the Chinese side, and the vice chairman of the board of directors is appointed by the Chinese and Ding Fang. The chairman, vice chairman and directors are appointed for a term of three years and may be re-elected.

Article 12 Powers of the Board of Directors

The board of directors is the highest authority of the bank and discusses all major issues that determine the bank. Its specific terms of reference are specified in the bank's charter.

Article 13 Rules of the Board of Directors

Board meetings shall be conducted in accordance with the principles of equality, mutual benefit, friendly negotiation and mutual understanding. The following major issues concerning the rights and interests of the four parties shall be voted on by the directors present at the meeting of the board of directors and passed unanimously before a resolution can be made.

1. Amendments to the bank charter.
2. Approve the annual report of the previous year and review the income statement and balance sheet.
3. Exceed any credit amount stipulated by the board of directors.
4. Exceeding any amount of fixed assets purchased or sold by the board of directors.
5. Bank policy, revision of objectives.
6. Others intend to invest in banks, and the bank intends to invest in others.
7. The bank intends to merge with others.
8. Contracting party intends to increase or sell, transfer or mortgage part or all of its capital in the bank at the bank.
9. Significant changes to the annual business plan.
10. Reserves, employee incentives, and welfare funds are drawn proportionally from bank profits.
11. The bank distributes dividends to the contracting parties each year.
12. The labor contract between the bank and the union and the formulation of the total number of staff.
13. Bank liquidation and contract termination.

Other matters such as the appointment and dismissal of the deputy general manager and above may be decided by more than half of the directors present at the board meeting or their authorized agents.

Article 14: The board of directors holds

The board of directors meets at least once a year. At the request of either party, the chairman of the board may convene a special meeting of the board of directors. Board meetings are held at the head office located at XX or at other locations designated in the notice of the meeting.

Article 15: Standing Board of Directors

The board of directors shall have a standing board of directors, which shall be composed of two directors appointed by the Chinese and Ding Fang. During the adjournment of the board of directors, in addition to Articles 13, 7, 8 and 13, the standing board may act on behalf of the board of directors. A standing board meeting is convened by the chairman or a managing director entrusted by him. The resolution of the standing board of directors shall not be in conflict with the resolution of the board of directors.

Chapter V Management and Management Organization

Article 16 Bank Administration System

The administration of the bank is implemented by the president and general manager under the leadership of the board of directors.

Article 17 President, Executive Vice President

The bank has one president and one executive vice president. It is the chief administrative officer of the bank. Implement the resolutions of the Board of Directors and the Standing Board of Directors, coordinate and supervise the business activities of the banks and their branches and affiliates, study the information of international financial markets, and develop banking business. The president and executive vice president are recommended by Ding Fang and the Chinese side, and are hired and dismissed by the board of directors. The term of office is three years and can be re-elected.

Article 18 General Manager, Deputy General Manager

The bank has one general manager and several deputy general managers to assist the general manager. The general manager and deputy prime minister are recommended by the Chinese side and Ding Fang, and are hired and dismissed by the board of directors. The general manager and deputy general manager shall implement the resolutions of the board meeting, report to the board of directors and the president, executive vice president, and organize the daily business of leading banks in China. According to the above tasks, the general manager has the right to handle the following matters:

1. Representing the bank in external business.
2. Negotiate and sign the file.
3. Entrust and dismiss staff not entrusted by the board of directors and determine their remuneration and benefits.
4. Drafting the banking business regulations shall be implemented after being reviewed and approved by the board of directors.
5. Drafting the annual business plan and other plans required by the board of directors, and supervising the implementation of the plan after reporting the above plan to the board of directors for approval.
6. Report the progress of the banking business to the board of directors, and propose bank management and business improvement.
7. Report the number of bank employees, salary levels and promotion standards and systems to the board of directors.
8. Improve bank staff business and management standards, develop bank staff training programs, and supervise the implementation of training programs approved by the board of directors.
9. Use other duties and powers granted by the board of directors.

Chapter VI Business

Article 19 Business Scope

The bank operates the following businesses:

Discount on local and foreign currency loans and local and foreign currency bills;
Local and foreign currency investment business;
Foreign currency and foreign currency bill exchange;
Sale and distribution of stocks and securities;
Credit investigation and consulting services;
Trust and safe deposit box business;
This and foreign currency guarantee business;
Export trade settlement and billing;
Remittance and foreign exchange collection in foreign countries and Hong Kong and Macao;
Remittance remittance and import trade settlement and bill of exchange for overseas Chinese-funded enterprises, foreign-funded enterprises, Sino-foreign joint ventures and Chinese-foreign contractual joint ventures;
Handling foreign exchange deposits and foreign exchange loans in foreign countries, Hong Kong and Macao;
Domestic and foreign currency deposits and overdrafts of overseas Chinese enterprises, foreign-funded enterprises, Sino-foreign joint ventures and Chinese-foreign contractual joint ventures, domestic and foreign currency deposits and overdrafts of foreigners, overseas Chinese and Hong Kong and Macao compatriots;
Other businesses approved for application.

Chapter VII Bank Branches and Affiliates

Article 20 Establishment of Branches and Subsidiary Bodies

Banks may establish branches and affiliated institutions at home and abroad according to the needs of business development and approval by relevant approval agencies.

Banks can adjust funds between their branches and affiliates.

Article 21 Existing affiliates

The existing ×× and ×× become the subsidiaries of the bank in ××, and the ×× is renamed as××××. The two subsidiaries were registered as limited liability companies in XX, respectively, and the board of directors was established according to local laws. The Chinese and Ding Fang each appointed an equal number of directors; each with one general manager and several deputy general managers, Ding Fang Recommended by the Chinese side, hired and dismissed by the various boards of directors. The general manager and deputy general manager are responsible for reporting to the board of directors and the bank's president and executive vice president.

The bank is an investment holding relationship with the two subsidiaries. The two subsidiaries each implement independent economic accounting. After the profits are deducted from the tax and the reserve is paid, the remaining net profit should be given to the bank; if a loss occurs, it is The limited liability of paid-in capital is handled by itself.

Chapter VIII Technical Training

Article 22 Technical Training

The bank will deploy XX and XX managerial staff to assist banks in conducting business and introduce advanced management techniques and training staff for banks.

Senior bank administration and finance staff will be arranged at XX and XX training centers or sent to other places for training.

The arrangements for the above personnel training will be decided by the bank's board of directors on the basis of the development needs of the banking business and the conditions of XX and XX.

Chapter IX Establishing Bank Facilities

Article 23 Banking Facilities

In order to smoothly implement the business policy set by the Board of Directors, gradually improve the efficiency of the bank's own services, and provide customers with internationally-accepted banking and consulting services, the contracting parties should assist the banks in arranging the required building equipment and providing other facilities.

Chapter 10 Profit

Article 24 Profit Distribution

The contracting parties share the bank's profits according to the respective capital contribution ratios, and share the risks and losses of the banks.

Article 25: Reserves, Staff Awards and Welfare Funds

After the annual profit obtained by the bank is paid in accordance with the relevant laws and regulations of the People's Republic of China, the board of directors decides to withdraw at least 3% of the after-tax profit into reserve, and according to the decision of the board of directors, a certain proportion of employee rewards and Welfare fund. If the profit balance is determined by the board of directors, it shall be distributed according to the proportion of investment at the end of the previous fiscal year of the contracting party. The withdrawal of the reserve may be reinvested in the bank in accordance with the provisions of Article 6, and the amount of capital contribution shall be increased.

Article 26 Remittance of profits

All dividends of the bank are distributed according to the proportion of the investment of the contracting parties, and are remitted by the bank to the accounts of the contracting parties.

When the profit is distributed to Ding Fang, the bank will assign the name of Ding to the red use of × × coins to pay the tax to the designated bank and account of Ding.

Chapter XI Financial Accounting and Auditing

Article 27 Financial Conference System

The internal accounting system of banks and the depreciation rate of fixed assets shall be formulated in accordance with the relevant laws and financial accounting systems of the People's Republic of China, combined with the specific circumstances of the banks, and reported to the local financial department and the tax authorities for the record. Banks use international accrual accounting and debit and credit accounting. All vouchers, books and statements of the bank must be written in Chinese and written in English if necessary.

Article 28 Currency Unit

The bank's bookkeeping base currency is X coins. In addition to the accounting statements for the preparation of X coins, an accounting statement equivalent to RMB shall be prepared separately. The exchange rate between RMB and X coins shall be converted according to the price of the day announced by the State Administration of Foreign Exchange.

Article 29 Audit and Report

The bank's accounts will be made public at any time for contracting by the Quartet and internal accountants. The bank will provide unaudited monthly financial statements to the contracting parties. The accounting book annual report is approved by the four parties and can be audited and certified by an independent accounting firm registered in China. The bank will submit monthly financial statements and accounting annual reports to the contracting parties free of charge, including the audited annual profit and loss statements and balance sheets.

Article 30 Bank Auditor

The board of directors hires an independent accounting firm registered in China to act as a bank auditor, auditing all financial revenues and expenditures and accounting accounts of the bank in accordance with the law, and submitting reports to the board of directors.

Article 31 fiscal year

The bank fiscal year adopts a calendar year system, which is a fiscal year from January 1 to December 31 of the Gregorian calendar.

Chapter 12 Taxation

Article 32 Taxes

Banks shall pay various taxes in accordance with the relevant laws of the People's Republic of China. Any tax exemption or tax reduction is also carried out in accordance with the relevant laws and regulations.

Article 33 Imported materials and equipment

All materials, equipment, and decorative items required for the import of banks are exempt from import duties and industrial and commercial consolidated taxes in accordance with the laws of the People's Republic of China.

Article 34 Tax Reduction, Tax Exemption and Tax Refund

Banks will strive to enjoy tax exemption or tax deductions for special economic zones. The Chinese side will assist the bank to apply for tax reduction or exemption or refund procedures to the relevant authorities with the permission of applicable law.

Chapter 13 Insurance

Article 35 Insurance and Payment

All insurances of banks within the territory of the People's Republic of China shall be insured with the People's Insurance Company of the People's Republic of China or other qualified insurance companies approved by the Board of Directors. All insurances of banks outside the People's Republic of China shall be insured with qualified insurance companies approved by the Board of Directors. As for all insurance coverage of all subsidiaries of the Bank outside the People's Republic of China, the board of directors of each subsidiary body approves it. Payment to the People’s Insurance Company or payment by the People’s Insurance Company will be settled in RMB or foreign currency in accordance with the relevant insurance contract conditions.

Chapter 14 Bank Staff

Article 36 Bank staff employment

Bank staff recruitment, recruitment, dismissal, resignation, wages, benefits, rewards and punishments, labor insurance, labor protection, labor discipline, etc., in accordance with the "Chinese and foreign joint ventures Labor Management Regulations" and relevant labor management regulations.

Chapter 15 Approval and Registration

Article 37: Examination and approval, effective date

After the bank contract, articles of association and other files are signed by the contracting parties, they shall be approved by the Dingfang's shareholders' meeting and the Chinese board of directors, and submitted to the examination and approval authority for approval according to the approval procedures stipulated in the Regulations.

This contract is approved by the examination and approval authority of the People's Republic of China and can be effective only after the approval certificate is issued. The approval date is the effective date of the contract. After the contract came into effect, legal restrictions were imposed on the contracting parties.

Article 38 Date of Registration and Establishment

The contracting party shall, within one month after receiving the approval certificate issued by the approving institution, go through the bank registration formalities and obtain the business license with the industrial and commercial administrative department of the People's Republic of China. The date of issuance of the bank's business license is the date of establishment of the bank.

Chapter XVI Contract Validity Period

Article 39 Validity Period of the Contract

The validity of the contract will be permanent unless terminated in the circumstances set out in Article 40.

Chapter 17 Termination and Liquidation

Article 40 Termination

The contract may terminate when any of the following occurs:

The bank suffered a serious loss and was unable to continue its operations.
The contracting party cannot fulfill the obligations stipulated in the contract, and the bank cannot continue to operate.
Due to the force majeure of Article 42, suffered serious losses, the bank could not continue to operate.
The bank has not achieved its business objectives and has no future.

When the contracting party terminates the contract due to the above situation, the board of directors will convene a special meeting to consider the termination. If it is unanimously approved, the bank will apply to the approving authority of the People's Republic of China for dissolution.

Article 41 Liquidation

When the contract is terminated, the board of directors will be responsible for bank liquidation matters. The board of directors cannot be dissolved until the liquidation is completed. Clean up accounts and allocate assets in accordance with the Joint Venture Law and the Regulations. The board of directors will propose clearing principles and procedures and appoint a liquidation committee. The liquidation committee shall report the work to the board of directors. In accordance with general principles, the liquidation process will include repossessing bank claims, paying bank debts and repaying investments under its name and dividing the remaining assets in proportion to each party's investment. The report of the liquidation committee is approved by the board of directors. The board of directors will report the original examination and approval authority, and go through the registration formalities with the original registration authority and hand over the business license.

Chapter 18 Force Majeure

Article 42 Force Majeure

Force majeure refers to the following situations: war, fire, flood, earthquake, storm, tsunami, and other force majeure matters.

If a contracting party prevents it from performing a certain duty as stipulated in the contract due to force majeure, it shall promptly report to the other three parties with evidence of force majeure. The contracting party affected by force majeure shall take appropriate measures to mitigate or waive the effects of force majeure and resume its duties under the force majeure in the shortest possible time.

Chapter 19 Confidentiality and Others

Article 43: Confidentiality

The bank's business information, technical records and financial situation are not allowed to be disclosed to the outside world unless the information has been previously disclosed to the public.

Article 44: China and Ding Fang assist each other

In order to fulfill this contract, the Chinese side will encounter assistance in the Hong Kong and Macao region and outside China, and Ding Fang will assist. The Chinese side will assist Ding Fang in obtaining the licenses, permits, visas and approvals required by the Chinese government's decree; the Chinese side will also assist the Dingfang in obtaining the benefits of the relevant Chinese laws and regulations.

Chapter 20 Mediation and Arbitration

Article 45 Internal mediation of the board of directors

In the event of any dispute between the contracting parties, the dispute shall be settled through consultations in the spirit of friendly cooperation and mutual understanding.

Article 46 Arbitration

If the parties to the dispute explain or fulfill the disputes in the bank contract and articles of association, they shall try to resolve them through friendly negotiation. If they are invalid after consultation, they shall submit to the Foreign Trade and Economic Cooperation Arbitration Commission of the China Council for the Promotion of International Trade for mediation or arbitration. The rules proceed.

If the settlement has not been resolved within 30 days after the arbitration committee is reached, either party may submit the dispute to the XX Arbitration Office for refereeing in accordance with the United Nations International Trade Act of 1976 or subsequent regulations. The above-mentioned judiciary will include three arbitrators. The Chinese will appoint an arbitrator. Ding Fang will also appoint an arbitrator. Then, the two arbitrators appointed will jointly appoint an arbitrator, such as the Chinese or Ding Fang shall not appoint his arbitrator within 60 days after the first appointment or if the two arbitrators who have already been appointed are not appointed to appoint another arbitrator within 60 days after the appointment, the appointment of the arbitrator shall be XX Made by the referee. The arbitrator will consider the intention of the four-party contractor in the contract and may also make a ruling using the general rules accepted internationally. The referee process will use both Chinese and English as official text. All hearing information, claims or arguments and arbitrations, referees and related reasons will be written in both Chinese and English.

The arbitral awards provided for in this Article shall be final awards and shall be legally binding on the parties to the contract.

During the settlement of the dispute, in addition to the disputed matters, the parties to the bank shall continue to perform the other provisions stipulated in the bank contract and the articles of association.

Chapter 21 Contract Text

Article 47: Contract text

The contract is written in both Chinese and English. Each Chinese and English texts are equally authentic.

Article 48 Notice

Contracting parties to the four parties, notices and files of the board of directors, financial accounting notices and reports, etc. shall be delivered by registered airmail, telegraph or telex at the legal address listed in Article 49 of the contracting party. If the address of a party changes, the other three parties will be notified in writing.

Chapter 22 Legal Communications Address

Article 49 Legal address

The contract four methods are as follows:

Party A: ××××
Party B: ××××
Party C: ××××
Ding Fang: ××××

Chapter 23 Additional Terms

Article 50 Amendment

Any modification of the contract shall be approved by the board of directors and approved by the board of directors before it is valid.

Writing a contract and a note before the fifty-first article

After the contract has been approved by the examination and approval authority, all the prior oral and written agreements or notes, etc., of the contracting parties shall be subject to this contract if they are inconsistent with this contract.