Establishment of a Sino-foreign joint venture contract (finance 3)
Established a Sino-foreign joint venture bank contract
table of Contents
Financial contract reference document 1
1) General
2) Capital
3) Capital transfer and capital change
4) Board of Directors
5) Management organization
6) Business
7) Bank branches and affiliates
8) Technical training
9) Establish bank facilities
10) Profit
11) Financial Accounting and Auditing
12) Taxation
13) Insurance
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 the Chinese side and _____, in accordance with the "Sino-foreign Joint Venture Enterprise Law of the People's Republic of China" and other relevant laws and regulations, in accordance with 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 _____, To this end, this contract has been 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 _____ 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 _____ percent of the capital and invests _____ yuan in cash.
Party B accounts for _____ percent of the capital, and contributes _____ yuan to invest in cash.
Party C accounts for _____ percent of the capital, and contributes _____ yuan to invest in cash.
Ding Fang accounted for _____ percent of the capital and contributed _____. 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. content include_____.
The reserves of _____ and _____ companies and the undistributed accumulated profits.
The total of the above two items is _____ yuan, which should be based on the balance sheet of the date of transfer approved by the CPA in Hong Kong.
After the establishment of the bank, the bank's board of directors should send a special team to review the original funds of _____ and _____ as soon as possible, the bad debts of the two companies before the establishment of the bank, the bad debts and the original loans of the two companies that occurred within one year after the bank was established. Accounts and bad debts are assisted by _____ to clean up and 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 handled by Ding Fang. Where the original party's funds are reviewed and approved by the special group, their economic responsibility shall be borne by _____ and _____.
The contracting party agrees to withdraw at least _____ percent of the bank's calendar year 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 it can withdraw from the reserve according to the above-mentioned capital contribution ratio of the contracting party, and increase the capital contribution by stages. The amount is _____ yuan.
Article 7 Capital Provided
The contracting parties need to pay the capital contribution within 30 days after the establishment of the bank, and the cash investment part should 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 states the following items: the name bank, the year, month and day when the bank is 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 of them, and five of them, 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, 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 _____ or at other locations designated in the book.
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 general manager are recommended by the Chinese 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 deal with the following matters:
1. Representing the bank in external business.
2. Negotiate and sign the file.
3. Appoint and dismiss staff appointed 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:
1. Discount on local and foreign currency loans and local and foreign currency bills;
2. Local and foreign currency investment business;
3. Foreign currency and foreign currency bill exchange;
4. Sale and distribution of stocks and securities;
5. Credit investigation and consulting services;
6. Trust and safe deposit box business;
7. This and foreign currency guarantee business;
8. Export trade settlement and billing;
9. Remittance and foreign exchange collection in foreign countries and Hong Kong and Macao;
10. 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;
11. Handling foreign exchange deposits and foreign exchange loans in foreign countries, Hong Kong and Macao;
12. 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;
13. Other businesses approved for application.
Chapter VII Bank Branches and Affiliates
Article 20 Establishment of Branches and Subsidiary Bodies
Banks may establish branches and affiliates 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 _____ is renamed _____. The two subsidiaries were registered as limited liability companies in _____, respectively, and the board of directors was established according to local laws. The Chinese and Dingfang each appointed an equal number of directors; each with one general manager and several deputy general managers, Ding Fanghe The Chinese side recommends that the board of directors hire and dismiss. 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 _____ and _____ managerial staff to assist the bank in conducting business and introduce advanced management techniques and training staff to the bank.
Senior bank executives and finance staff will be placed in training centres at _____ and _____ or sent to other locations for training.
Arrangements regarding the above personnel training will be made by the bank's board of directors in view of the banking development needs and the conditions of _____ and _____.
Chapter IX Establishing Bank Facilities
Article 23 Banking Facilities
In order to smoothly implement the business policy formulated 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 bank's annual profits are 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 _____% of the after-tax profits into reserves, and according to the decision of the board of directors, a certain proportion of employee rewards and welfare funds are drawn. . If the profit balance is determined by the board of directors, it shall be distributed according to the proportion of investment concluded at the end of the previous year's fiscal year. 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 four parties, and the bank separately gives the account of the four parties.
When the profit is distributed to Ding Fang, the bank will transfer the red _____ coins allocated to the Ding party to the designated bank and account after paying the tax.
Chapter XI Financial Accounting and Auditing
Article 27 Financial Accounting 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 bookkeeping base currency is _____ currency. In addition to the accounting statements of _____ coins, an accounting statement equivalent to RMB shall be prepared separately. The exchange rate between RMB and _____ currency 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 one-year 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 administrative department for industry and commerce of the People's Republic of China. The date of issuance of the bank's business bank 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:
1. The bank suffered a serious loss and was unable to continue its operations.
2. The parties to the contract cannot fulfill the obligations stipulated in the contract, which prevents the bank from continuing to operate.
3. Due to the force majeure of Article 42, suffered serious losses, the bank could not continue to operate.
4. 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 the contracting party prevents it from performing a certain duty as required by 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 information 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 provide assistance in order to obtain the various licenses, permits, visas and approvals required by the Chinese government's decree; the Chinese side will also assist in obtaining the various benefits that China's relevant laws and regulations stipulate.
Chapter 20 Mediation and Arbitration
Article 45: Internal adjustment 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 interpret or fulfill the disputes in the bank contract and articles of association, they shall try to resolve them through friendly negotiation. If they are not valid 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 and 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 _____ Arbitration Office for adjudication 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. The party shall not appoint its 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 _____ Made. 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 defense statements and arbitrations, referees and related reasons will be written in both Chinese and English.
The arbitral award under this Article will be the final ruling and will 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 are 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 of the parties shall be contracted. If this contract conflicts with the contract, this contract shall prevail.
Attachment: Financial Contract Reference Text 2
table of Contents
General
Business purpose and business scope
Funding
Liability and obligations of the parties to the joint venture
Directors and Board of Directors
Management organization
Labor management
Tax, finance, accounting, auditing
Profit Distribution
Joint venture term, dissolution and liquidation
Liability for breach of contract and settlement of disputes
The text of the contract, effective and other
Joint venture _____ contract
_____, _____ and _____, _____, _____, in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China, in accordance with the principle of equality and mutual benefit, after friendly consultation, agreed to jointly establish a joint venture in China, contract.
Chapter I General Provisions
Article 1 The parties to this contract are as follows:
Party A:
_____
Legal address:_____
Legal representative: _____
_____
Legal address:_____
Legal representative: _____
Party B:
_____
Legal address:_____
Legal representative: _____
_____
Legal address:_____
Legal representative: _____
_____
Legal address:_____
Legal representative: _____
Article 2 Party A and Party A shall have joint and several liability and joint obligations for all the provisions of this contract concerning Party A's performance; Party B, Party B, Party B and Party B shall All the terms and conditions that Party B shall perform shall be jointly and severally liable and jointly.
Article 3 The name of the joint venture is _____ and the English name is _____.
Legal address:_____
Article 4 The joint venture company is a legal person in China and abides by and is governed and protected by Chinese laws and regulations as well as relevant regulations and regulations.
Article 5 The joint venture company is a limited liability company. The responsibility of the parties to the joint venture to the joint venture company is limited to the amount of their respective contributions. Share profits and share risks and losses in proportion to their respective capital contribution in the registered capital.
Article 6 According to the decision of the board of directors, the joint venture company may establish branches in China and abroad after approval by the relevant government departments.
Chapter II Business Purposes and Business Scope
Article 7 The purpose of the joint venture company is to provide rental services for domestic and foreign users with scientific management methods, assist in the technological transformation and equipment renewal of domestic enterprises, and support the export of foreign exchange and the export of machinery and equipment for domestic users. Leasing, promoting economic exchanges and technical cooperation between China and _____ and other countries and regions.
Article 8 The business scope of the joint venture company is as follows:
1. According to the needs of domestic and foreign users of the People's Republic of China, we operate various domestic and foreign production of various advanced and applicable machinery, electrical appliances, equipment, transportation vehicles, as well as various instruments, electronic computers, and other advanced technology rental, leasing, leasing and Sales processing of leased assets.
2. The technology leases required for the aforementioned leasing business are purchased directly from domestic and foreign sources.
3. Introduction, guarantee and consultation of the leasing business.
Chapter III Funding
Article 9
1. The total investment and registered capital of the joint venture company are both _____ yuan. The capital contribution ratio of both Party A and Party B is _____%, and the amount of funds is _____ yuan.
2. The proportion of the capital contribution of the joint venture parties and the amount paid in cash are as follows:
Party A: _____% _____ yuan, of which _____ yuan is paid in RMB equivalent to its equivalent.
Party A 2: _____% _____ yuan, of which _____ yuan is paid in RMB equivalent to its equivalent.
Party B: _____% _____ yuan
Party B 2: _____% _____ yuan
Party B: _____% _____ yuan
3. Within _____ business days after the joint venture company receives the business license, the joint venture partner shall transfer all of the above-mentioned respective capital contributions to the account of the joint venture company in the Bank of China.
4. When investing in RMB, the conversion rate of RMB and USD shall be based on the exchange rate quoted by the State Administration of Foreign Exchange of China on the date of payment.
5. During the joint venture, the joint venture company cannot reduce the registered capital.
6. After the parties to the joint venture have paid the amount of capital, they shall be verified by an accountant registered in China and a capital verification report shall be issued, and the joint venture company shall issue a certificate of capital.
7. During the joint venture period, neither party to the joint venture may transfer or mortgage the capital contribution certificate issued by the joint venture company or as a third party's object of claiming the joint venture company.
Article 10
1. The increase, transfer or other treatment of the registered capital of the joint venture company shall be approved by the board of directors, reported to the original examination and approval authority for approval, and then go to the original registration authority for change registration procedures.
2. If any party to the joint venture transfers any or part of the capital contribution, the other joint venture party has the right of first refusal. The conditions for the transfer of the capital contribution by any party to the third party of the joint venture party shall not be favorable to the conditions for the transfer to other joint venture parties. The parties to the joint venture in this paragraph shall be Party A, Party A, Party B, Party B and Party 2. And B 3 parties.
3. Under the condition that the capital ratios of Party A and Party B remain equal, the capital contributions of Party A and Party B can be transferred to each other within each other.
Chapter IV Responsibilities and Obligations of Joint Venture Parties
Article 11 The parties to the joint venture shall play their respective characteristics and strengths and undertake the above-mentioned responsibilities and obligations in support of the establishment and business development of the joint venture company:
1. Party A’s responsibility
Responsible for the establishment of a joint venture company to the relevant departments of the Chinese government for approval, to obtain the approval certificate and business license and other relevant procedures.
Assist in renting office space and purchasing office supplies.
Introduce and recommend rental users and projects.
Provide domestic financial and leasing market information.
Assist the joint venture company to establish branches in China.
Recommend excellent management personnel and other personnel to the joint venture company.
Assist in the entry of entry visas, long-term residence permits, travel permits, etc. for foreigners in the joint venture company.
Assist in raising foreign exchange and RMB funds.
2. Party B’s responsibility
Use the business network in _____ and countries around the world to promote the leasing business of the joint venture company and introduce and recommend rental users and projects to the joint venture company.
Introduce and recommend the most advanced and reasonably priced rental items produced in countries around the world.
Assist the joint venture company to rent equipment abroad and export the lessee's products.
Provide information on international financial markets, leasing business, and various contractual texts required to carry out leasing operations.
Assist in conducting credit investigations for foreign users.
Conduct business training for company employees at the location of the joint venture company or _____.
Assist the joint venture company to use the registered capital to purchase transportation, communication equipment and office equipment in foreign countries.
Assist the joint venture company to raise funds abroad on preferential terms.
Chapter V Directors and Board of Directors
Article 12: The dispatch of directors
1. The directors of the joint venture company have a total of _____, of which Party A sends _____ and Party B sends _____.
2. Directors are appointed for a term of _____ and are eligible for re-election. The replacement or lack of staff of the director shall be notified to the board of directors in writing by the original dispatcher, and the term of the director shall be limited to the remainder of the term of the previous term.
Article 13 Duties of Directors
1. The directors of the joint venture company attended the board of directors and put forward proposals to exercise voting rights on the proposals that need to be reviewed and approved.
2. The directors are non-resident and do not receive remuneration in the joint venture company. However, if a director is in the garrison position of a joint venture company, he will enjoy the salary corresponding to his position.
Article 14 Chairman and Vice Chairman
1. The board of directors of the joint venture company has one chairman and one vice chairman. The chairman of the board of directors shall be the director of Party A, and the vice chairman shall be the director of Party B.
2. The chairman of the board is the legal representative of the joint venture company and is responsible for convening and presiding over the board of directors.
3. The vice chairman assisted the chairman of the board of directors. When the chairman is unable to perform his duties, he shall authorize the vice chairman or other directors to exercise their functions and powers on behalf of the joint venture company.
4. The term of office of the chairman and vice-chairman is the same as that of the directors.
Article 15: The convening of the board of directors
1. The board of directors of the joint venture company shall be composed of all directors dispatched by the parties to the joint venture, and each of the directors shall have one vote.
2. In principle, the board of directors meets once a year, usually within _____ months after the termination of the business year of the joint venture company, at the headquarters of the joint venture company.
3. The chairman and vice-chairman have deliberated and convene an interim board when it is deemed necessary or when more than one-third of the directors propose to convene a meeting.
4. The chairman of the board of directors shall convene a notice of the board of directors at least three weeks before the meeting, and send the directors in writing.
5. More than two-thirds of the directors must be present at the board of directors. If a director is unable to attend, he may issue a letter of appointment to other directors instead of attending and voting, but a director may only replace one person at most.
6. The minutes of the board of directors shall include the main points and conclusions of the meeting agenda, which were originally stored in the joint venture company after being signed by the moderator and the directors attending the meeting.
Article 16 Duties of the Board of Directors
1. The board of directors is the highest authority of the joint venture company and determines all major issues of the joint venture company. At the same time, the joint venture company has the right to lead and supervise.
2. The duties of the board are as follows:
Amend the articles of association of the joint venture company.
Decided to extend the term of the joint venture, early termination and dissolution of the joint venture company.
Decide on the increase, transfer or other related capital of registered capital.
The general manager, deputy general manager and management committee of the joint venture company shall be appointed and appointed, and the chief accountant shall be employed.
Decide to merge with other economic organizations, transfer all or a significant portion of the assets of the joint venture company, and receive important assets of other economic organizations.
The establishment and restoration of domestic and foreign branches, subsidiaries and foreign agencies.
Approve financial final accounts, determine the proportion of the three funds of the joint venture company, profit distribution or loss treatment.
Determine the business policy and determine the business plan and financial budget for each year.
Decide on accounting rules and funding guidelines.
Determine the settings and changes of the joint venture organization. Approve regulations concerning labor management such as wages, bonuses, benefits, medical care, and treatment of employees.
Decide on the treatment of resident directors and officers.
Review and approve the business reports submitted by the general manager and the management committee.
Review and approve the proposal proposed by the directors.
Determine the rules and regulations governing the operation and management of the joint venture company.
Decide on other important matters.
3. The resolution on the above-mentioned items shall be made by all the directors present at the meeting. With regard to the resolution, the decision can be made after the consent of more than two-thirds of the directors present at the meeting.
Chapter VI Management and Management Organization
Article 17 General Manager, Deputy General Manager
1. The joint venture company has one general manager and one deputy general manager. Each term is _____ years and can be re-elected. The first general manager is recommended by Party B from the dispatched directors, and the deputy general manager is recommended by Party A from the dispatched directors. Appointed by the board of directors. After the expiration of the first general manager and deputy general manager, each general manager and deputy general manager shall be recommended by rotations of Party A and Party B, and shall be appointed by the board of directors.
The board of directors, vice chairman and directors may also be the general manager and deputy general manager of the joint venture company.
2. The joint venture company implements the general manager responsibility system under the leadership of the board of directors. The duties of the general manager are:
Within the scope of the board of directors, the company represents the joint venture company.
According to the decision of the board of directors and the management committee, arrange and lead the daily operation and management of the joint venture company.
As the director of the management committee, convene to host the management committee meeting.
Decide on the leasing proposal within the scope authorized by the board of directors, provide the amount of the proposal and fund raising.
3. Deputy General Manager Assistant General Manager manages the comprehensive business of the joint venture company. And can also serve as department manager.
4. The general manager and deputy general manager cannot concurrently serve as the general manager and deputy general manager of other external economic organizations, and cannot participate in the competition of other economic organizations for the joint venture company.
Article 18 Management Committee
1. The joint venture company established a management committee. The management committee consists of the general manager, deputy general manager and other senior people. The committee members are appointed by the board of directors. The director of the management committee is the general manager and the deputy director is the deputy general manager.
2. The management committee is held once a month. Members who are unable to attend the meeting may entrust other members to attend instead. Any member of the committee may convene a temporary management committee at any time if a meeting is requested.
Article 19 The duties of the management committee are:
1. Proposal to report to the board of directors for discussion.
2. Approve leases that exceed the license of the general manager and other options that provide credit.
3. Approve funds raised beyond the general manager's license.
4. Establishment and restoration of domestic business agencies.
5. Executive board meeting decisions.
6. The specific formulation of the rules and systems of the joint venture company.
7. Responsible for the following managers of department managers.
8. According to the labor management regulations of the joint venture company, the employment, dismissal, wages, bonuses, benefits, medical care, etc. of the employees are specifically determined.
9. Decide on the employee's training plan.
10. Submit annual financial reports, profit distribution plans, and regular business reports to the board of directors.
The above resolutions 1 to 4 shall be decided by all the members present at the meeting. Items 5-10 can be decided with the consent of more than two-thirds of the members present at the meeting.
Chapter VII Labor Management
Article 20 The employment, dismissal, wages, labor protection, welfare and rewards and punishments of the joint venture company shall be drafted by the board of directors in accordance with the Regulations on the Administration of Chinese-Foreign Joint Ventures of the People's Republic of China and other implementation regulations, by the joint ventures and joint ventures of the joint ventures or Individually sign the labor contract.
Article 21 The issues concerning the employment and technical treatment, social insurance, welfare, and travel expenses standards of senior staff recommended by both parties shall be discussed and decided by the board of directors.
Chapter VIII Taxation, Finance, Accounting, Auditing
Article 22 A joint venture company shall pay taxes in accordance with the provisions of relevant Chinese laws and regulations.
Article 23 The financial and accounting formulation of a joint venture company shall be formulated in accordance with the relevant laws and financial accounting systems of China, combined with the circumstances of the company, and reported to the local financial department and taxation authority for the record.
Article 24 The joint venture company shall, in accordance with the provisions of the Joint Venture Law, withdraw reserve funds, enterprise development funds and welfare and reward funds. The rate of annual withdrawal is determined by the board of directors based on the operation of the joint venture company.
Article 25 The joint venture company shall use _____ coins as the standard currency for bookkeeping. According to the principle of accrual accounting, the debit and credit accounting method is used for accounting.
Article 26 The fiscal year of the joint venture company shall be from January 1 to December 31 of each year. All accounting vouchers, subpoenas, statistical tables, and account books are written in Chinese. Important accounting vouchers, account books, and statistical tables must be written in English at the same time.
table of Contents
Financial contract reference document 1
1) General
2) Capital
3) Capital transfer and capital change
4) Board of Directors
5) Management organization
6) Business
7) Bank branches and affiliates
8) Technical training
9) Establish bank facilities
10) Profit
11) Financial Accounting and Auditing
12) Taxation
13) Insurance
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 the Chinese side and _____, in accordance with the "Sino-foreign Joint Venture Enterprise Law of the People's Republic of China" and other relevant laws and regulations, in accordance with 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 _____, To this end, this contract has been 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 _____ 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 _____ percent of the capital and invests _____ yuan in cash.
Party B accounts for _____ percent of the capital, and contributes _____ yuan to invest in cash.
Party C accounts for _____ percent of the capital, and contributes _____ yuan to invest in cash.
Ding Fang accounted for _____ percent of the capital and contributed _____. 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. content include_____.
The reserves of _____ and _____ companies and the undistributed accumulated profits.
The total of the above two items is _____ yuan, which should be based on the balance sheet of the date of transfer approved by the CPA in Hong Kong.
After the establishment of the bank, the bank's board of directors should send a special team to review the original funds of _____ and _____ as soon as possible, the bad debts of the two companies before the establishment of the bank, the bad debts and the original loans of the two companies that occurred within one year after the bank was established. Accounts and bad debts are assisted by _____ to clean up and 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 handled by Ding Fang. Where the original party's funds are reviewed and approved by the special group, their economic responsibility shall be borne by _____ and _____.
The contracting party agrees to withdraw at least _____ percent of the bank's calendar year 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 it can withdraw from the reserve according to the above-mentioned capital contribution ratio of the contracting party, and increase the capital contribution by stages. The amount is _____ yuan.
Article 7 Capital Provided
The contracting parties need to pay the capital contribution within 30 days after the establishment of the bank, and the cash investment part should 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 states the following items: the name bank, the year, month and day when the bank is 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 of them, and five of them, 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, 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 _____ or at other locations designated in the book.
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 general manager are recommended by the Chinese 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 deal with the following matters:
1. Representing the bank in external business.
2. Negotiate and sign the file.
3. Appoint and dismiss staff appointed 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:
1. Discount on local and foreign currency loans and local and foreign currency bills;
2. Local and foreign currency investment business;
3. Foreign currency and foreign currency bill exchange;
4. Sale and distribution of stocks and securities;
5. Credit investigation and consulting services;
6. Trust and safe deposit box business;
7. This and foreign currency guarantee business;
8. Export trade settlement and billing;
9. Remittance and foreign exchange collection in foreign countries and Hong Kong and Macao;
10. 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;
11. Handling foreign exchange deposits and foreign exchange loans in foreign countries, Hong Kong and Macao;
12. 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;
13. Other businesses approved for application.
Chapter VII Bank Branches and Affiliates
Article 20 Establishment of Branches and Subsidiary Bodies
Banks may establish branches and affiliates 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 _____ is renamed _____. The two subsidiaries were registered as limited liability companies in _____, respectively, and the board of directors was established according to local laws. The Chinese and Dingfang each appointed an equal number of directors; each with one general manager and several deputy general managers, Ding Fanghe The Chinese side recommends that the board of directors hire and dismiss. 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 _____ and _____ managerial staff to assist the bank in conducting business and introduce advanced management techniques and training staff to the bank.
Senior bank executives and finance staff will be placed in training centres at _____ and _____ or sent to other locations for training.
Arrangements regarding the above personnel training will be made by the bank's board of directors in view of the banking development needs and the conditions of _____ and _____.
Chapter IX Establishing Bank Facilities
Article 23 Banking Facilities
In order to smoothly implement the business policy formulated 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 bank's annual profits are 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 _____% of the after-tax profits into reserves, and according to the decision of the board of directors, a certain proportion of employee rewards and welfare funds are drawn. . If the profit balance is determined by the board of directors, it shall be distributed according to the proportion of investment concluded at the end of the previous year's fiscal year. 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 four parties, and the bank separately gives the account of the four parties.
When the profit is distributed to Ding Fang, the bank will transfer the red _____ coins allocated to the Ding party to the designated bank and account after paying the tax.
Chapter XI Financial Accounting and Auditing
Article 27 Financial Accounting 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 bookkeeping base currency is _____ currency. In addition to the accounting statements of _____ coins, an accounting statement equivalent to RMB shall be prepared separately. The exchange rate between RMB and _____ currency 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 one-year 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 administrative department for industry and commerce of the People's Republic of China. The date of issuance of the bank's business bank 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:
1. The bank suffered a serious loss and was unable to continue its operations.
2. The parties to the contract cannot fulfill the obligations stipulated in the contract, which prevents the bank from continuing to operate.
3. Due to the force majeure of Article 42, suffered serious losses, the bank could not continue to operate.
4. 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 the contracting party prevents it from performing a certain duty as required by 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 information 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 provide assistance in order to obtain the various licenses, permits, visas and approvals required by the Chinese government's decree; the Chinese side will also assist in obtaining the various benefits that China's relevant laws and regulations stipulate.
Chapter 20 Mediation and Arbitration
Article 45: Internal adjustment 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 interpret or fulfill the disputes in the bank contract and articles of association, they shall try to resolve them through friendly negotiation. If they are not valid 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 and 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 _____ Arbitration Office for adjudication 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. The party shall not appoint its 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 _____ Made. 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 defense statements and arbitrations, referees and related reasons will be written in both Chinese and English.
The arbitral award under this Article will be the final ruling and will 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 are 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 of the parties shall be contracted. If this contract conflicts with the contract, this contract shall prevail.
Attachment: Financial Contract Reference Text 2
table of Contents
General
Business purpose and business scope
Funding
Liability and obligations of the parties to the joint venture
Directors and Board of Directors
Management organization
Labor management
Tax, finance, accounting, auditing
Profit Distribution
Joint venture term, dissolution and liquidation
Liability for breach of contract and settlement of disputes
The text of the contract, effective and other
Joint venture _____ contract
_____, _____ and _____, _____, _____, in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws and regulations of China, in accordance with the principle of equality and mutual benefit, after friendly consultation, agreed to jointly establish a joint venture in China, contract.
Chapter I General Provisions
Article 1 The parties to this contract are as follows:
Party A:
_____
Legal address:_____
Legal representative: _____
_____
Legal address:_____
Legal representative: _____
Party B:
_____
Legal address:_____
Legal representative: _____
_____
Legal address:_____
Legal representative: _____
_____
Legal address:_____
Legal representative: _____
Article 2 Party A and Party A shall have joint and several liability and joint obligations for all the provisions of this contract concerning Party A's performance; Party B, Party B, Party B and Party B shall All the terms and conditions that Party B shall perform shall be jointly and severally liable and jointly.
Article 3 The name of the joint venture is _____ and the English name is _____.
Legal address:_____
Article 4 The joint venture company is a legal person in China and abides by and is governed and protected by Chinese laws and regulations as well as relevant regulations and regulations.
Article 5 The joint venture company is a limited liability company. The responsibility of the parties to the joint venture to the joint venture company is limited to the amount of their respective contributions. Share profits and share risks and losses in proportion to their respective capital contribution in the registered capital.
Article 6 According to the decision of the board of directors, the joint venture company may establish branches in China and abroad after approval by the relevant government departments.
Chapter II Business Purposes and Business Scope
Article 7 The purpose of the joint venture company is to provide rental services for domestic and foreign users with scientific management methods, assist in the technological transformation and equipment renewal of domestic enterprises, and support the export of foreign exchange and the export of machinery and equipment for domestic users. Leasing, promoting economic exchanges and technical cooperation between China and _____ and other countries and regions.
Article 8 The business scope of the joint venture company is as follows:
1. According to the needs of domestic and foreign users of the People's Republic of China, we operate various domestic and foreign production of various advanced and applicable machinery, electrical appliances, equipment, transportation vehicles, as well as various instruments, electronic computers, and other advanced technology rental, leasing, leasing and Sales processing of leased assets.
2. The technology leases required for the aforementioned leasing business are purchased directly from domestic and foreign sources.
3. Introduction, guarantee and consultation of the leasing business.
Chapter III Funding
Article 9
1. The total investment and registered capital of the joint venture company are both _____ yuan. The capital contribution ratio of both Party A and Party B is _____%, and the amount of funds is _____ yuan.
2. The proportion of the capital contribution of the joint venture parties and the amount paid in cash are as follows:
Party A: _____% _____ yuan, of which _____ yuan is paid in RMB equivalent to its equivalent.
Party A 2: _____% _____ yuan, of which _____ yuan is paid in RMB equivalent to its equivalent.
Party B: _____% _____ yuan
Party B 2: _____% _____ yuan
Party B: _____% _____ yuan
3. Within _____ business days after the joint venture company receives the business license, the joint venture partner shall transfer all of the above-mentioned respective capital contributions to the account of the joint venture company in the Bank of China.
4. When investing in RMB, the conversion rate of RMB and USD shall be based on the exchange rate quoted by the State Administration of Foreign Exchange of China on the date of payment.
5. During the joint venture, the joint venture company cannot reduce the registered capital.
6. After the parties to the joint venture have paid the amount of capital, they shall be verified by an accountant registered in China and a capital verification report shall be issued, and the joint venture company shall issue a certificate of capital.
7. During the joint venture period, neither party to the joint venture may transfer or mortgage the capital contribution certificate issued by the joint venture company or as a third party's object of claiming the joint venture company.
Article 10
1. The increase, transfer or other treatment of the registered capital of the joint venture company shall be approved by the board of directors, reported to the original examination and approval authority for approval, and then go to the original registration authority for change registration procedures.
2. If any party to the joint venture transfers any or part of the capital contribution, the other joint venture party has the right of first refusal. The conditions for the transfer of the capital contribution by any party to the third party of the joint venture party shall not be favorable to the conditions for the transfer to other joint venture parties. The parties to the joint venture in this paragraph shall be Party A, Party A, Party B, Party B and Party 2. And B 3 parties.
3. Under the condition that the capital ratios of Party A and Party B remain equal, the capital contributions of Party A and Party B can be transferred to each other within each other.
Chapter IV Responsibilities and Obligations of Joint Venture Parties
Article 11 The parties to the joint venture shall play their respective characteristics and strengths and undertake the above-mentioned responsibilities and obligations in support of the establishment and business development of the joint venture company:
1. Party A’s responsibility
Responsible for the establishment of a joint venture company to the relevant departments of the Chinese government for approval, to obtain the approval certificate and business license and other relevant procedures.
Assist in renting office space and purchasing office supplies.
Introduce and recommend rental users and projects.
Provide domestic financial and leasing market information.
Assist the joint venture company to establish branches in China.
Recommend excellent management personnel and other personnel to the joint venture company.
Assist in the entry of entry visas, long-term residence permits, travel permits, etc. for foreigners in the joint venture company.
Assist in raising foreign exchange and RMB funds.
2. Party B’s responsibility
Use the business network in _____ and countries around the world to promote the leasing business of the joint venture company and introduce and recommend rental users and projects to the joint venture company.
Introduce and recommend the most advanced and reasonably priced rental items produced in countries around the world.
Assist the joint venture company to rent equipment abroad and export the lessee's products.
Provide information on international financial markets, leasing business, and various contractual texts required to carry out leasing operations.
Assist in conducting credit investigations for foreign users.
Conduct business training for company employees at the location of the joint venture company or _____.
Assist the joint venture company to use the registered capital to purchase transportation, communication equipment and office equipment in foreign countries.
Assist the joint venture company to raise funds abroad on preferential terms.
Chapter V Directors and Board of Directors
Article 12: The dispatch of directors
1. The directors of the joint venture company have a total of _____, of which Party A sends _____ and Party B sends _____.
2. Directors are appointed for a term of _____ and are eligible for re-election. The replacement or lack of staff of the director shall be notified to the board of directors in writing by the original dispatcher, and the term of the director shall be limited to the remainder of the term of the previous term.
Article 13 Duties of Directors
1. The directors of the joint venture company attended the board of directors and put forward proposals to exercise voting rights on the proposals that need to be reviewed and approved.
2. The directors are non-resident and do not receive remuneration in the joint venture company. However, if a director is in the garrison position of a joint venture company, he will enjoy the salary corresponding to his position.
Article 14 Chairman and Vice Chairman
1. The board of directors of the joint venture company has one chairman and one vice chairman. The chairman of the board of directors shall be the director of Party A, and the vice chairman shall be the director of Party B.
2. The chairman of the board is the legal representative of the joint venture company and is responsible for convening and presiding over the board of directors.
3. The vice chairman assisted the chairman of the board of directors. When the chairman is unable to perform his duties, he shall authorize the vice chairman or other directors to exercise their functions and powers on behalf of the joint venture company.
4. The term of office of the chairman and vice-chairman is the same as that of the directors.
Article 15: The convening of the board of directors
1. The board of directors of the joint venture company shall be composed of all directors dispatched by the parties to the joint venture, and each of the directors shall have one vote.
2. In principle, the board of directors meets once a year, usually within _____ months after the termination of the business year of the joint venture company, at the headquarters of the joint venture company.
3. The chairman and vice-chairman have deliberated and convene an interim board when it is deemed necessary or when more than one-third of the directors propose to convene a meeting.
4. The chairman of the board of directors shall convene a notice of the board of directors at least three weeks before the meeting, and send the directors in writing.
5. More than two-thirds of the directors must be present at the board of directors. If a director is unable to attend, he may issue a letter of appointment to other directors instead of attending and voting, but a director may only replace one person at most.
6. The minutes of the board of directors shall include the main points and conclusions of the meeting agenda, which were originally stored in the joint venture company after being signed by the moderator and the directors attending the meeting.
Article 16 Duties of the Board of Directors
1. The board of directors is the highest authority of the joint venture company and determines all major issues of the joint venture company. At the same time, the joint venture company has the right to lead and supervise.
2. The duties of the board are as follows:
Amend the articles of association of the joint venture company.
Decided to extend the term of the joint venture, early termination and dissolution of the joint venture company.
Decide on the increase, transfer or other related capital of registered capital.
The general manager, deputy general manager and management committee of the joint venture company shall be appointed and appointed, and the chief accountant shall be employed.
Decide to merge with other economic organizations, transfer all or a significant portion of the assets of the joint venture company, and receive important assets of other economic organizations.
The establishment and restoration of domestic and foreign branches, subsidiaries and foreign agencies.
Approve financial final accounts, determine the proportion of the three funds of the joint venture company, profit distribution or loss treatment.
Determine the business policy and determine the business plan and financial budget for each year.
Decide on accounting rules and funding guidelines.
Determine the settings and changes of the joint venture organization. Approve regulations concerning labor management such as wages, bonuses, benefits, medical care, and treatment of employees.
Decide on the treatment of resident directors and officers.
Review and approve the business reports submitted by the general manager and the management committee.
Review and approve the proposal proposed by the directors.
Determine the rules and regulations governing the operation and management of the joint venture company.
Decide on other important matters.
3. The resolution on the above-mentioned items shall be made by all the directors present at the meeting. With regard to the resolution, the decision can be made after the consent of more than two-thirds of the directors present at the meeting.
Chapter VI Management and Management Organization
Article 17 General Manager, Deputy General Manager
1. The joint venture company has one general manager and one deputy general manager. Each term is _____ years and can be re-elected. The first general manager is recommended by Party B from the dispatched directors, and the deputy general manager is recommended by Party A from the dispatched directors. Appointed by the board of directors. After the expiration of the first general manager and deputy general manager, each general manager and deputy general manager shall be recommended by rotations of Party A and Party B, and shall be appointed by the board of directors.
The board of directors, vice chairman and directors may also be the general manager and deputy general manager of the joint venture company.
2. The joint venture company implements the general manager responsibility system under the leadership of the board of directors. The duties of the general manager are:
Within the scope of the board of directors, the company represents the joint venture company.
According to the decision of the board of directors and the management committee, arrange and lead the daily operation and management of the joint venture company.
As the director of the management committee, convene to host the management committee meeting.
Decide on the leasing proposal within the scope authorized by the board of directors, provide the amount of the proposal and fund raising.
3. Deputy General Manager Assistant General Manager manages the comprehensive business of the joint venture company. And can also serve as department manager.
4. The general manager and deputy general manager cannot concurrently serve as the general manager and deputy general manager of other external economic organizations, and cannot participate in the competition of other economic organizations for the joint venture company.
Article 18 Management Committee
1. The joint venture company established a management committee. The management committee consists of the general manager, deputy general manager and other senior people. The committee members are appointed by the board of directors. The director of the management committee is the general manager and the deputy director is the deputy general manager.
2. The management committee is held once a month. Members who are unable to attend the meeting may entrust other members to attend instead. Any member of the committee may convene a temporary management committee at any time if a meeting is requested.
Article 19 The duties of the management committee are:
1. Proposal to report to the board of directors for discussion.
2. Approve leases that exceed the license of the general manager and other options that provide credit.
3. Approve funds raised beyond the general manager's license.
4. Establishment and restoration of domestic business agencies.
5. Executive board meeting decisions.
6. The specific formulation of the rules and systems of the joint venture company.
7. Responsible for the following managers of department managers.
8. According to the labor management regulations of the joint venture company, the employment, dismissal, wages, bonuses, benefits, medical care, etc. of the employees are specifically determined.
9. Decide on the employee's training plan.
10. Submit annual financial reports, profit distribution plans, and regular business reports to the board of directors.
The above resolutions 1 to 4 shall be decided by all the members present at the meeting. Items 5-10 can be decided with the consent of more than two-thirds of the members present at the meeting.
Chapter VII Labor Management
Article 20 The employment, dismissal, wages, labor protection, welfare and rewards and punishments of the joint venture company shall be drafted by the board of directors in accordance with the Regulations on the Administration of Chinese-Foreign Joint Ventures of the People's Republic of China and other implementation regulations, by the joint ventures and joint ventures of the joint ventures or Individually sign the labor contract.
Article 21 The issues concerning the employment and technical treatment, social insurance, welfare, and travel expenses standards of senior staff recommended by both parties shall be discussed and decided by the board of directors.
Chapter VIII Taxation, Finance, Accounting, Auditing
Article 22 A joint venture company shall pay taxes in accordance with the provisions of relevant Chinese laws and regulations.
Article 23 The financial and accounting formulation of a joint venture company shall be formulated in accordance with the relevant laws and financial accounting systems of China, combined with the circumstances of the company, and reported to the local financial department and taxation authority for the record.
Article 24 The joint venture company shall, in accordance with the provisions of the Joint Venture Law, withdraw reserve funds, enterprise development funds and welfare and reward funds. The rate of annual withdrawal is determined by the board of directors based on the operation of the joint venture company.
Article 25 The joint venture company shall use _____ coins as the standard currency for bookkeeping. According to the principle of accrual accounting, the debit and credit accounting method is used for accounting.
Article 26 The fiscal year of the joint venture company shall be from January 1 to December 31 of each year. All accounting vouchers, subpoenas, statistical tables, and account books are written in Chinese. Important accounting vouchers, account books, and statistical tables must be written in English at the same time.
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