Established a Sino-foreign joint venture contract (automobile manufacturing)
table of Contents
1) Purpose of the contract
2) Establishment, name and legal address of the joint venture company
3) Business scope of the joint venture company
4) Model range, quantity and production capacity
5) Capital, investment ratio and financing
6) Capital increase and capital transfer
7) Profit margin
8) Remittance of profits and repatriation of capital
9) Board of Directors and Management
10) Transfer of technology and know-how
11) National productivity
12) Address, infrastructure and public services
13) Import and export
14) Foreign exchange balance and payment
15) Tariffs
16) Accounting
17) Reporting and auditing
18) Staff management
19) _____ company dispatched employees
20) Insurance
21) Effectiveness and duration of the contract
22) Liquidation and distribution
23) Partial failure
24) Force majeure
25) Unexercised rights
26) Resolution of disputes
27) Contract text
28) Notice
29) Affiliated files
Subsidiary File 1: Technology Transfer Agreement
Subsidiary Archive 2: Terms of Reference
The joint venture contract was signed in the _____ city of the People's Republic of China in _____ year _____ month _____, and the parties to the contract are:
_____ hereinafter referred to as Party A), whose legal address is _____;
_____ hereinafter referred to as Party B), its legal address is _____;
_____ hereinafter referred to as Party C), its legal address is _____;
_____ hereinafter referred to as Ding Fang), whose legal address is _____;
In accordance with the principle of equality and mutual benefit, the above-mentioned four parties decided to establish a joint venture company in China _____ according to the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures issued on July 8, 1979. The purpose of establishing this joint venture company is to:
Manufacturing the car and engine using the latest technology from Party A;
The company manages joint ventures with modern management methods to contribute to the Chinese automotive industry.
To this end, the parties to A, B, C and D are now reaching an agreement as follows:
The first contractual purpose
The purpose of this contract is:
1. Establish the establishment of a joint venture company;
2. Specify the legal status and nature of the joint venture company;
3. Specify the business scope of the joint venture company;
4. Define the rights and obligations of the parties to the contract in relation to the joint venture company.
Article 2 Establishment, name and legal address of the joint venture company
1. The parties to the contract agree to establish a joint venture company in accordance with the Joint Venture Law. According to Article 4 of the Joint Venture Law, the joint venture company is in the form of a limited liability company.
2. The name of the joint venture company is:
Chinese:_____
English:_____
Abbreviated:_____.
3. The legal address of the joint venture company is _____.
4. The joint venture company shall register with the Administration for Industry and Commerce within one month after the approval of this contract by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China. The joint venture company shall be established from the date of issuance of the business license.
5. The joint venture company is a Chinese legal person and is subject to the jurisdiction and protection of Chinese law.
6. The trademark "_____" has been registered by the International Party to the International Bureau of the World Industrial Apparel of Geneva, Switzerland, with the registration number _____, and is registered separately in the _____ country. The trademark registration number in Beijing is _____. Party A permits the joint venture company to use the trademark as an integral part of the name of the joint venture company during the term of this contract, but the trademark “_____” shall continue to be registered in China, and Party A shall continue to act in accordance with this contract and articles of association. And the provisions of the technology transfer agreement exert their influence in the joint venture company, especially on the quality of the cars manufactured by the joint venture company.
At the termination of this contract, the joint venture company shall not change the name of the company immediately after the request of Party A, and the new company name shall not include the trademark "_____" or any of its abbreviations as an integral part, nor shall it have any other similar trademarks. Part. Similarly, if Party A’s share of the joint venture’s capital is reduced for whatever reason, Party A believes that it will lose the law that continues to exert full influence on the joint venture company in accordance with the provisions of this contract, the technology transfer agreement and the joint venture’s articles of association. The possibility of implementation or implementation, especially if the quality of the car manufactured by the joint venture company is fully exerted, the joint venture company shall immediately change its company name in the same manner upon the written request of Party A. If the joint venture company fails to fulfill this obligation, Party A has the right to go through all formalities under this contract to change the company name of the joint venture company or its legal successor.
Article 3 Business scope of the joint venture company
1. The main business activities of the joint venture company are as follows:
1.1 manufacturing a car;
1.2 manufacturing the engine;
1.3 manufacturing parts;
1.4 Imports of goods required for manufacturing, assembly, testing, service, training and auxiliary business activities;
1.5 Importing complete vehicles when permitted by relevant laws and regulations;
1.6 Sales of cars manufactured by joint venture companies in China.
1.7 sales of repair service parts in the country;
1.8 Export cars, parts, accessories, attached files and stamping dies;
1.9 after sales service.
2. In order to achieve its main business, the JV Company may carry out any other activities related to its main business in accordance with the provisions of the JV Company's Articles of Association.
Article 4 Range, quantity and production capacity
1. The joint venture company manufactures the car within the first _____ years after its establishment. The specific details of the car to be manufactured and its manufacture shall be agreed in the technology transfer agreement to be signed by the joint venture company and Party A. In the future, the joint venture company will manufacture other models developed by Party A or its subsidiaries. The manufacture of the above models should also be specified in the technology transfer agreement.
2. In the first phase, the joint venture company shall have the following assembly manufacturing capabilities;
The automobile factory has a stamping workshop, a assembling workshop, a paint workshop and a final assembly workshop. The production capacity is _____ annual production of _____ vehicles, including accessories;
Engine factory engine manufacturing refers to the production of _____ engines, the annual production capacity of its manufacturing equipment, which should have at least _____ units assembled into _____ engines each year to meet the needs of engines sold in China.
3. The production schedule of the automobile plant and the engine plant is based on the time schedule.
4. Party B guarantees to purchase the number of _____ cars produced by the joint venture company as follows:
If the demand is higher than the above, the joint venture company will require the relevant Chinese authorities to support the foreign exchange required for the import of bulk vehicles and provide sufficient raw materials, spare parts and energy from the domestic market.
5. During the term of this contract, the cars produced by the joint venture company shall gradually be competitive in terms of price, but the following conditions shall be met:
5.1 Domestic parts must be available in stock and competitive in price and quality;
5.2 The output should be increased;
5.3 The development of the domestic automobile industry should be properly protected.
6. Party A guarantees to purchase the _____ engine manufactured by the joint venture company after the engine is put into production _____ years, but the warehousing price of _____ engine to Party A is not higher than the warehousing price of _____ engine manufactured by Party A, and the quality is based on Party A's standard and delivery conditions. All aspects are competitive. The price and delivery conditions shall be stipulated in the purchase agreement to be signed by Party A and the joint venture company.
Article 5 Capital, investment ratio and financing
1. The registered capital of the joint venture company shall be RMB _____ yuan.
2. The proportion of investment and the amount of contributions of the parties to the contract in the registered capital of the joint venture company shall be:
Party A _____%, accounting for _____ yuan;
Party B _____%, RMB _____ yuan;
Party C _____%, accounting for _____ yuan;
Ding Fang _____%, accounting for _____ yuan;
3. The capital contribution of the parties to the contract to the registered capital of the joint venture company is as follows:
3.1 Party A
--In kind, in RMB _____ yuan,
--Cash, equivalent to _____ coins of RMB_____ yuan;
3.2 Party B
-- physical, in RMB _____ yuan;
--Cash, renminbi _____ yuan;
3.3 Party C
-- cash, equivalent to RMB _____ yuan;
3.4 square
--Cash, RMB _____ yuan.
4. Each party to the contract shall pay its subscription amount in installments in proportion to the above. The time, amount and contribution method of the capital contribution of each period shall be determined by the board of directors according to the needs of the joint venture company. The first cash contribution of the parties to the contract shall be paid within 30 days after the first board meeting. The contributions of the parties to the joint venture company shall be recorded in the accounts of the joint venture company in the following manner:
4.1 In-kind contribution shall be deemed to be paid when the house, machinery and equipment, etc. and the pre-investment expenses are recorded as assets;
4.2 Cash contribution is considered to be payable when the cash is deposited into the account of the Bank of China designated by the JV Company.
After the parties to the contract have paid the capital in accordance with the provisions of the articles of association, the joint venture company shall issue a capital contribution certificate to the relevant contracting party.
5. If either party fails to pay the capital contribution in accordance with the date specified in paragraph 4 of this Article, if the capital contribution is overdue for no more than 30 days, the defaulting party shall, in the currency in which it should contribute, the amount of capital contribution it should pay, according to the time of the Bank of China. The short-term loan interest rate, from the first day of the overdue period, pays interest on the date of overdue as the financial income of the joint venture company. If the capital contribution is overdue for more than 30 days, the defaulting party shall pay _____% of the liquidated damages of the _____% of the amount of the capital contribution to the other parties, except for the interest payable in this paragraph. Liquidated damages shall be paid in the same currency as the capital contribution. If the deadline is up to 90 days, the following procedure is used:
5.1 If the defaulting party is Party A, then B, C, D Ding Company has the right to terminate this contract jointly or separately in accordance with Article 21, paragraph 5 of this contract, and to file a claim for this breach of contract.
5.2 If one of the defaulting parties is Party B, Party A has the right to terminate this contract in accordance with Article 21, paragraph 5 of this contract, and to file a claim for this breach of contract.
5.3 If the defaulting party is either Party C or Party D, the remaining parties shall continue to perform this contract. And has the right to file a claim for this breach of contract. The capital contribution already paid by Party C and Party D shall be purchased by Party B according to the face value of the capital contribution of the joint venture company.
5.4 If Party B and Party A continue to operate the joint venture company without the participation of either Party C or Party D, and either party will not pay the capital contribution after 90 days thereafter, the number is 5.1 and 5. Sections 2, 5.3 also apply.
6. The joint venture company is responsible for its debts and obligations with all its properties, and the parties to the contract are responsible for the joint venture company with their respective registered capital.
7. The foreign exchange contribution of cash and in-kind in the registered capital shall be converted into RMB according to the official exchange rate promulgated by the State Administration of Foreign Exchange on the date of capital contribution. Cash foreign exchange contributions shall be deposited in the bank account of the joint venture company.
8. Before the signing of this joint venture contract, Party B and Party C have applied on behalf of the joint venture company to determine the RMB loan limit within 30 days after the approval of this contract to raise investment and daily business, such as payment of imported goods, license consulting fees, special Funds required for service fees, dividends, foreign employee salaries, etc. This payment limit is RMB, but it can be used for RMB payment, or it can be converted into foreign exchange according to the official exchange rate announced by the State Administration of Foreign Exchange on the date of redemption. Foreign exchange is provided within the approved foreign exchange quota. The preferential level of the above payment terms shall not be lower than the loan conditions for other Chinese and foreign joint ventures.
9. Before starting to reserve the reserve, the registered capital of the joint venture company shall be _____% of the total investment, and the remaining _____% of the total investment shall be settled by bank loans. Thereafter, the equity-liability ratio of _____;_____ in the capital structure of the joint venture company shall be regarded as a long-term financing guideline.
Article 6 Capital Increase and Capital Transfer
1. After the unanimous resolution of the board of directors, the registered capital of the joint venture contract may be increased by the written consent of the parties to the contract. However, the proportion of the parties to the newly added registered capital should be the same as the ratio of the original registered capital.
2. After the unanimous resolution of the board of directors, one of the parties to the contract may transfer all or part of the registered capital of the joint venture company to the other party or third party of the contract, or the rights stipulated in this contract, and the prior written consent of the other parties to the contract. The obligation is transferred to the other party or third party of this contract. If one party to the contract wishes to transfer all or part of its registered capital, the other parties to the contract have the right of first refusal. The conditions for the third party to transfer the registered capital of the joint venture company to the third party shall not be concessionary to the conditions of transfer originally provided to other parties to the contract.
3. When a contracting party transfers all or part of its registered capital in the joint venture company or accepts a new joint venturer, the written documents shall be signed by the parties to the contract. The above written file should be considered as a supplement to the contract.
4. Capital increase and capital transfer should be specified in more detail in the joint venture company charter.
5. In the event of the above-mentioned capital increase, capital transfer and acceptance of the new joint venture, the joint venture company shall go through the registration formalities with the Trade and Industry Bureau within one month after the approval of the Ministry of Economic Affairs and Trade.
6. Notwithstanding the provisions of the preceding paragraphs, the parties to the contract agree that Party A may transfer the portion of the joint venture company's registered capital not exceeding _____% to the _____ investment company or a _____ national bank selected by Party A. Under this circumstance, _____ company may also transfer the assignment of one or several directors of the five joint venture company directors that _____ company has the right to assign to _____ investment company or the above-mentioned bank.
Article 7 Profit Margin
1. The parties to the contract shall share the profits and share the losses according to the proportion of investment.
2. The net profit distributed to the parties to the contract in accordance with the investment proportion of the registered capital in accordance with paragraph 3 of this Article is the total profit minus the income tax paid under the Chinese tax law and the extracted reserve fund, employee incentive and welfare fund and enterprise development fund. The amount of funds drawn by the three funds is determined by the board of directors.
3. The parties to the contract agree that the joint venture company shall realize the distribution of net profit after tax of _____% of the registered capital in the fourth full fiscal year after its establishment. From the fifth full fiscal year after its establishment, the annual amount shall be registered. Capital _____% of net profit distribution.
4. However, initial losses should be balanced at the end of the second full fiscal year.
5. The initial and subsequent sales prices shall be determined in accordance with Sub-File 5 of this contract.
Article 8 Remittance of profits and repatriation of capital
1. The net profit distributed shall be _____ coins remitted to _____ company, _____ coins remitted to _____ company, _____ coins remitted to _____ company and _____ company, and transferred to the parties as soon as the annual accounting statements are passed. Bank account. Any unpaid amount shall be calculated from the _____ Interbank Offered Rate plus 3% annual interest rate of the three-month payment on the date of default, 20 days after the date of adoption of the annual accounting statement, _____ The currency is calculated based on the _____ bank interest rate of the loan for 3 months on the date of default and the annual interest rate of 2%. The above interest rate is valid for 3 months. After three months, the above method is reapplied.
2. At the termination of this contract, either party to the contract shall obtain a settlement in accordance with its rights, and the amount of settlement shall be calculated based on the price of the joint venture company. The share of the parties in the settlement should correspond to the proportion of their investment in the joint venture company.
3. The profits remitted to Party A and Party C and the remittances from Party A and Party C shall be subject to the official interest rate of _____ coins and _____ coins announced by the State Administration of Foreign Exchange on the date of remittance and remittance mentioned above.
Article 9 Board of Directors and Management Organization
1. The board of directors consists of _____ directors. Party A delegates _____ name, one of whom is the first vice chairman, and Party B delegates _____, one of whom is the chairman of the board, and the other party is appointed _____, the second vice chairman, Ding Fang Delegate _____ name. The board of directors shall hold the first meeting within one month after the contract takes effect, that is, the board of directors shall meet and be convened by the chairman.
2. The candidates for the board of directors are appointed or exchanged by the parties to the contract in writing.
3. The board of directors is the highest authority of the joint venture company, responsible for the decision-making and supervision of the joint venture company, and holds regular meetings for this purpose. The authority of the board of directors shall be specified in the company's articles of association.
4. The board of directors shall establish an executive management committee consisting of a general manager, a deputy general manager and one or several executive managers.
5. The board of directors shall adopt the joint venture organization as it deems appropriate. For the organization that will be formed at the end of the _____ year after the establishment of the joint venture company, see Attachment VI of this contract.
6. The scope of duties of each department of the joint venture company can be found in the attached file VII of this contract. The board of directors may modify the terms of reference of each department at any time as it sees fit.
Article 10 Transfer of technology and special technology
The transfer of technology and know-how required to manufacture the products of the joint venture company shall be specified in the technology transfer agreement to be signed by the joint venture company and Party A.
Article 11 National Productivity
1. The national target for various models manufactured by the joint venture company has a final target of 100%. The parties to the contract shall make joint efforts to promote the _____ car country development plan for the purchased and self-made parts agreed upon in the Eighth Archives of this contract.
2. The prerequisites required by Party B, Party C and Dingfang to ensure the country's productivity development plan were fully realized. To this end, in addition to complying with economic and quality standards, it is also necessary to develop the production capacity of raw materials and components in a timely manner. Therefore, it is necessary to achieve the following prerequisites:
2.1 The joint venture company shall be free to choose the Chinese cooperative factory;
2.2 The Chinese cooperative factory of the joint venture company shall make investment in equipment and purchase the technical licenses and know-how required to manufacture _____ parts and components according to Party A's quality standards and to manufacture other products of the joint venture company approved by Party A in the later stage;
2.3 The materials required for the manufacturing of parts and components of the joint venture company and its collaborative factories shall be considered in the China _____ plan and provided to the joint venture company and its collaborative factories.
The joint venture company and its collaborative factories expect to always obtain preferential import tariff rates and can quickly complete customs clearance procedures.
3. Party A shall do its utmost to provide assistance and consultation to the joint venture company within the scope of the technology transfer agreement with a view to achieving the national production target. In addition, Party A shall make every effort to promote possible assistance to possible Chinese partners in the way of _____ domestic and foreign possible purchased parts cooperation factories by transferring technology and providing services. Similarly, Party B, Party C and Dingfang shall prompt their respective superior organizations and the above-mentioned collaborative factories and potential Chinese partners in the future to fully cooperate with the above-mentioned collaborative factories in the process of technology transfer.
4. If the domestically produced parts of the joint venture company and its cooperative factories fail to maintain the quality standards of Party A, resulting in the risk of production suspension, the relevant parts and components shall be provided by Party A.
5. If the warehousing price of domestically produced parts is higher than the warehousing price of the joint venture company delivered by Party A, the relevant parts shall be provided by Party A.
6. Specific technical issues concerning the country’s productivity should be specified in the technology transfer agreement.
Article 12 Sites, Infrastructure and Public Services
1. The joint venture company's automobile and engine plant used in the first phase mentioned in Article 4, paragraph 2, shall be the _____ automobile plant currently used by Party B.
2. The above-mentioned plant areas must have the necessary off-site infrastructure, such as energy supply, wastewater treatment and waste disposal, up to the boundaries of the plant. In addition, a railway connection line and a highway connection line should be constructed, and the __ road should be closed outside.
The cost of the above-mentioned off-site infrastructure will be borne by the _____ municipal government.
However, if the joint venture company makes special requirements outside the above-mentioned infrastructure for other off-site infrastructure that is only used by the joint venture company, the joint venture company shall pay a portion of the reasonable construction cost.
3. Party B and Party C have applied on behalf of the joint venture company to the relevant department of _____ to provide the factory site required for the joint venture company and the off-site infrastructure and public services required by the joint venture company of the contract.
4. After the establishment of the joint venture company, the land use contract shall be concluded with the land administration department in accordance with the approved application.
Article 13 Import and Export
1. In the investment and production phase, the joint venture company needs to import the following goods;
1.1 Living materials, including office equipment;
1.2 Bulk vehicles, parts, accessories and attached files;
1.3 The whole vehicle is imported through the import and export department of China, or imported by the joint venture company when the relevant laws or regulations of China permit;
1.4 process materials and raw materials;
1.5 Accessories and auxiliary files for machines, moulds, tools and equipment;
1.6 Tools and equipment for after-sales service and training;
1.7 sample;
1.8 Technical information and business files.
2. The joint venture company should also do the following work:
2.1 prompt customs clearance;
2.2 Implement domestic transportation;
2.3 Arrange for storage in the middle of the port.
3. The JV Company will export its own _____ engine and stamping dies according to Article 14, paragraph 3 of this contract.
4. The vehicle export will be discussed and decided by the board of directors of the joint venture company.
Article 14 Foreign exchange balance and payment
1. All parties to the contract should endeavor to support the joint venture company to achieve foreign exchange balance as soon as possible.
2. In order to enable the joint venture company to continue to operate, Party B, Party C and Dingfang shall be responsible for obtaining foreign exchange quotas in accordance with the foreign exchange deficiencies stipulated in the feasibility report approved by the competent authorities of China.
If the joint venture company needs more foreign exchange due to unreasonable reasons that cannot be controlled by the joint venture company due to the responsibility of the _____ party, Party B, Party C and Dingfang shall be responsible for obtaining additional foreign exchange quota to make up for the shortfall. . If it is other unforeseen reasons, the joint venture company will borrow foreign exchange with the assistance of Party B, Party C and Dingfang. The above loans should be repaid in priority over other loans.
3. Party A guarantees to purchase the _____ engine in accordance with Article 4 of this contract. In addition, it is guaranteed to purchase Chinese-made stamping dies worth _____ dollars per year from the _____ year after the issuance of the business license, but the above-mentioned molds must be internationally competitive for Party A in terms of price, quality and delivery conditions. If the above conditions for the purchase of stamping dies and _____ engines are not met, paragraph 2 of this Article shall apply.
4. All goods shipped by Party A to the joint venture company will be paid by the irrevocable amount of credit issued by the Bank of China.
5. All goods shipped by the JV Company to Party A will be paid by an irrevocable amount of credit issued by a first-rate bank.
Article 15
The parties to the contract expect that the joint venture company will receive preferential tariff treatment after making a special application in accordance with Chinese law.
Article 16 Accounting
1. The joint venture company shall complete, accurately and properly record and record in order to truly and clearly reflect the financial status of the joint venture company and explain the company's economic business.
2. All self-made accounting documents, books and statements of the joint venture company are written in Chinese and English.
3. The joint venture company uses RMB as the bookkeeping base currency, and the joint venture company can also set up a foreign currency book for the foreign exchange economic salesperson, which should also record the exchange rate and the equivalent amount of RMB.
4. The calendar year of the joint venture company is based on a calendar system. The first fiscal year of the joint venture company shall be from the date of issuance of the business license to December 31 of the current year.
Article 17 Reports and Audit
1. In order to promote effective cooperation, the joint venture company shall establish a reporting system to report to the parties to the contract on the development of the joint venture's business.
In particular, the following statements should be included:
1.1 monthly report
A. Financial statements, including profit and loss calculations, balance sheets and foreign exchange balance sheets;
B. Bulk truck arrivals, bulk vehicle stocks and in-transport, stocks of domestic materials and components, and stocks of assembled vehicles;
C. Production and number of employees;
D. New car sales;
E. Inventory, sales and purchases of accessories and affiliate files.
1.2 year report
A. Turnover financial forecasting;
B. National production rate according to national productivity development plan;
C. Energy needs, energy consumption and energy costs at the time;
The total working hours of the factory.
1.3 annual report
a. Detailed company forecasts for the next two years;
b. Long-term development plan of the joint venture company;
c. After-sales service.
2. In addition, the JV Company shall provide the parties to the contract on a regular basis with the economic policies, market developments, laws and regulations promulgated by China in connection with the business of the JV Company.
3. The JV Company shall provide the parties to the contract with other information relating to the files referred to in paragraph 1 in the form required by the parties to the contract.
4. The parties to the contract have the right to send their authorized representatives to inspect the books and other business files of the joint venture company.
The parties to the contract have the right to hire a notary public accountant in China or abroad for their own purposes to review the books, balance sheets and profit and loss calculations of the joint venture company. This review right also means that the joint venture company is obliged to provide all the required information and files to the above accountants.
In addition, the joint venture company will allow authorized agents of the parties to the contract to enter all parts of the venue.
Article 18 Staff Management
1. The board of directors of the joint venture company shall be based on the specific needs of each department. System and regularly determine the total number of employees in the company and the requirements for staff. When the board of directors makes a decision, it should consider the position of the foreign employee as specified in the organization chart.
2. The Executive Management Committee shall have the right to hire and dismiss the employees and workers of the joint venture company, determine the conditions for hiring employees, and establish a bonus incentive system to increase productivity.
3. The standards for salaries, social insurance, benefits, travel expenses, etc. of senior staff are determined by the board of directors. The executive manager is individually signed by the board of directors with a written employment contract. Departmental and branch managers and the remaining foreign employees are individually signed by the Executive Management Committee with a written employment contract.
4. The employees of public companies are recommended by the Chinese labor department, and the joint venture company is assessed and self-employed. Their salaries, wage standards, bonuses, allowances, etc., according to the principle of “distribution according to work”, refer to the ability and technical level of the employees, and the joint venture company Decide. The salaries, wages and other related expenses of the employees at the beginning of the joint venture company have been determined in the feasibility report. With the development of production and the improvement of employees' business capabilities and technical standards, the joint venture company should gradually adjust employee salaries and wages according to its profit rate, productivity and competitiveness, as well as the actual situation in China.
Article 19 Foreign employees
1. Party A shall agree with the JV Company to dispatch its experts to the JV Company within the scope of Party A as a temporary employee of the JV Company. Party A shall select experts according to the specific job requirements of the joint venture company. However, the JV Company has the right to dismiss any foreign employee who proves to be incompetent and refuses to accept or dismiss any foreign worker who proves that his health condition is insufficient to meet his or her job requirements.
2. The joint venture company shall enter into separate employment contracts with each foreign employee, and the employment contract shall include the main provisions stipulated in the Archives of Annex IX of this contract.
3. The total remuneration of each foreign employee shall be in accordance with Party A's standards, and the expenses of all personnel of foreign employees as stipulated in the employment contract shall be borne by the joint venture company.
4. The joint venture company shall be responsible for handling the application or, if necessary, applying to the relevant Chinese authorities for the following:
4.1 Visa approved in _____ and renewable in _____, including multiple entry and exit visas valid for _____ months, and residence, work and travel permits;
4.2 Provide educational conditions in accordance with _____ formal school standards.
5. The housing of foreign workers is specified in the attached file of this contract.
Article 20 Insurance
1. The joint venture company protects its assets from fire insurance, business interruption insurance and general liability insurance.
2. All matters relating to insurance that may involve the interests of the parties to the contract, the joint venture company shall draw the attention of the parties to the contract as soon as possible.
3. The joint venture company pays insurance premiums in RMB for projects insured in RMB; insurance premiums are paid in foreign exchange for foreign exchange insurance. Chinese insurance companies also have the same in paying losses.
Article 21 Effectiveness and Term of the Contract
1. This contract has been signed by the officially authorized representatives of the parties to the contract, and will be reported to the competent party of Party A and the leaders of Party B, Party C and Dingfang for confirmation. After confirmation, this contract shall be submitted to the Ministry of Economic Affairs for approval and will become effective upon approval.
2. After the contract has been confirmed by the Party A Committee, Party A shall immediately notify Party B, Party C and Party D. After the contract is confirmed by the competent leaders of Party B, Party C and Dingfang, Party B, Party C and Party D shall immediately notify Party A. Party B, Party C and Ding Fang shall immediately notify Party A upon receipt of the notice of approval of this contract by the Ministry of Economic Affairs and Trade.
3. Party A's competent committee and the competent leaders of Party B, Party C and Party D shall confirm or not confirm this contract within one month after signing the contract. This contract may be submitted to the Ministry of Economic Affairs and Trade for approval after confirmation by the above-mentioned competent committee and the competent leader.
If the above-mentioned competent committee and the competent leader have not confirmed this contract within the prescribed one-month period, or the Ministry of Economy and Trade has not approved the contract within 3 months after the approval of this contract, the parties to the contract will not assume any obligations.
4. After the contract comes into effect, the validity period is _____ years.
If at least one year before the expiration of this contract, all parties to the contract have not notified the remaining parties of the contract, and they intend to terminate the intention of the contract at the expiration of this contract, Party B, Party C and Party D shall expire in this contract. _____ months ago, jointly submitted an application to the Ministry of Economic Affairs and Trade, requesting that this contract be extended for _____ years, with the approval of the Ministry of Economic Affairs and Trade. The joint venture company shall, within one month after approval, go through the registration formalities for the extension of the term of the joint venture company with the Trade and Industry Bureau.
The intention of only one party or two parties in China to notify Party A of its intention to withdraw from this contract does not affect the validity of this contract between the remaining parties.
For the further extension of the term of this contract, the provisions of this paragraph also apply.
5. The board of directors of the joint venture company may decide to dissolve the joint venture company and decide to terminate this contract in advance.
In any of the following circumstances, the board of directors shall dissolve the joint venture company:
5.1 The joint venture company suffered serious losses for _____ years in a row, and it is impossible to reasonably conclude that the economic situation will improve to the satisfaction of all parties to the contract;
5.2 Any party to the contract violates any of the substantive terms of this contract, so that the joint venture company is in danger of continuing to operate, unless the above breach of contract can or has been corrected within _____ days after written notice of breach of contract;
5.3 The delay caused by force majeure shall last for more than _____ months, and all directors of either party of the contract shall require the board of directors to dissolve the joint venture company, unless it can reasonably modify its obligations in the manner expected by the contractor within the above-mentioned period to adapt it to the new In the case of the case, or the remaining parties to the contract decide to continue to operate the joint venture company if the contractor who requested the dissolution of the joint venture contract does not participate.
5.4 The technology transfer agreement between Party A and the joint venture company is terminated due to a violation of any substantive terms of the agreement;
5.5 In any other case, the Board of Directors still cannot pass a resolution on a major issue if the Chairman and Vice Chairman jointly propose a solution to the Board of Directors.
6. In the resolution of the board of directors on the dissolution of the company, liquidation procedures and principles shall also be established to determine the candidates for the liquidation committee and their remuneration.
7. The early termination of this contract does not prejudice the right of one party to the contract to file a claim against the other party for breach of this contract.
Article 22 Liquidation and Distribution
1. When this contract is terminated in accordance with Article 21, paragraphs 4 and 5 of this contract, the liquidation committee appointed by the board of directors of the joint venture company shall determine the valuation.
2. The valuation shall reflect the financial position of the joint venture company on the date on which the board of directors decides to dissolve the joint venture company or the date on which the board of directors determines the commencement of liquidation of the joint venture company. In addition, the valuation should reflect the value of the joint venture company that day.
3. When determining the valuation, the liquidation committee should adopt the consistent principle used in preparing the audited joint company's annual balance sheet. The valuation should be based on the value of the entire property rights of the joint venture company. This value should also be added to a negotiated agreement between the parties to the contract that reflects the future profitability of the joint venture. In determining the future profit rate of the joint venture company, it should be appropriate to refer to the current and previous profit margins of the joint venture company.
4. The liquidation committee shall make a unanimous decision on the valuation and submit the valuation to the board of directors for approval within _____ days after the board of directors decides to dissolve the joint venture company. If the liquidation committee fails to unanimously determine the valuation within the above-mentioned _____ days, each member of the liquidation committee shall Present your opinion to the board of directors and ask the board of directors to make a decision.
5. If the board of directors cannot make a unanimous decision on the valuation within _____ days after the evaluation is submitted for approval, the parties to the contract may submit the arbitration in accordance with the provisions of Article 26 of this contract.
6. The share of Party A in the value of the joint venture company determined by the valuation shall be jointly purchased by Party B and Party D, and shall be paid in cash in _____ currency. Payment shall be made no later than _____ days after the date of the decision of the board of directors or the date of the arbitral award. The final unpaid amount shall be calculated in accordance with the provisions of Article 8, paragraph 1, of this contract from the date of the decision of the board of directors or the date of the arbitral award. In view of the above payment, Party A shall transfer Party A's rights in the joint venture company to Party D in proportion to the share of Party A in the value of the joint venture company purchased by Party B and Party D, especially its investment in the registered capital of the joint venture company. Proportional rights.
Article 23 Partially invalid
If any provision of this contract is invalid or unenforceable, the remaining terms shall remain unaffected and continue to be valid. In order to achieve the commercial purpose of this contract, it is necessary to replace any of the above terms, the parties to the contract should meet as soon as possible, in accordance with the spirit of the signing of this contract, to achieve the same economic effects as possible, to agree on new terms, To replace the invalid clause and make the new clause legally effective. The above new terms shall apply as soon as the original terms of the retroactive clause are invalid or cannot be implemented.
Article 24 Force Majeure 1.如果契約任何一方因不可抗力未能履行本契約，則該方對於在不可抗力持 續期間不履行其義務不承擔責任。在不可抗力而造成的中止履行契約，應限於不可 抗力的影響存續的時間內。契約各方都將盡最大努力將不可抗力，特別是由此而引 起的延誤所造成的後果減輕到最低程度。
2.契約各方在其他方面仍受本契約的約束，因不可抗力引起的問題應通過協 商適當解決，使本契約能合理地繼續履行，但是，如因不可抗力造成的延誤持續＿ ＿＿＿＿個月以上，則契約任何一方應有權要求董事會終止本契約，除非在上述＿＿＿＿＿個月期限內能按該方所希望的方式合理地修改其義務使之適應新的情況。
3.不可抗力事故是指提出遭受不可抗力的契約一方在簽訂本契約時不能預見 到的，阻礙其實際履行義務的，不可避免的自然現象。就本契約而言，不可抗力事 故包括地震、流行病、嚴重的火災、水災、台風、海上事故等自然現 象以及戰爭和爆炸。
4.遇不可抗力的契約一方應立即，由郵寄、電傳或電報通知契約其餘各方。這＿＿＿＿＿天期限自該獲悉發生不 可抗力之日算起。如未按上述方式通知，則遇不可抗力的契約一方即失去其提出遭 受不可抗力的權利。遭受不可抗力的契約一方同樣有義務按照相同的期限通知契約 其他各方不可抗力事故結束。
5.遭受不可抗力的契約一方有義務證明所發生的，為本契約所規定的不可抗力事故，以及事故持續的時間。
第二十五條未行使權利
契約任何一方未行使其按本契約所享有的任何權利，均不應視為放棄這一權利， 也不應妨礙該方以後行使上述權利。
第二十六條爭議的解決
1.契約各方由本契約、違反本契約、本契約的期滿終止和提前終止或失效所 引起的，或與上述各項有關的任何爭議、爭議和索賠，均應通過談判或調解解決。如果談判或調解在＿＿＿＿＿個月內未能取得任何有關各方可以接受的結果，則上 述爭議、爭論和索賠隻應通過仲裁解決，而不訴諸有關法院。仲裁應按照當時有效 的＿＿＿＿＿仲裁院的仲裁規則進行。仲裁裁決是終局的，對有關各方均具有約束 力。契約各方將在其國家內承認並執行仲裁裁決。
2.仲裁應提交＿＿＿＿＿仲裁院進行，仲裁地點為＿＿＿＿＿，仲裁使用的 語言為＿＿＿＿＿文，仲裁庭由＿＿＿＿＿名仲裁員組成。
3.仲裁庭應隻適用在有關爭議的原因發生之時，詳細成文並經正式公布的， 一般能獲得的中國法律。
4.合營公司和甲方之間的買賣應遵守各買賣契約。上述契約中未專門涉及的 問題應遵守《聯合國國際貨物銷售契約公約》。
第二十七條契約文字
1.本契約用中文和英文書就，各簽署原件８份，兩種文本均為正式文本，具 有同等效力。中英兩種契約文本，各方各執２份。
2.工作文本用＿＿＿＿＿文。
第二十八條通知
1.根據本契約需要或允許發出的所有通知均用＿＿＿＿＿文，應親手遞交或 用掛號信、電傳，電報發給契約另一方或各方。
2.任何通知，凡是郵寄的，則在裝有通知的信件寄出時即應視為發出：要證 明信件發出，隻要證明裝有該通知的信封上已寫上正確的地址，貼上郵票，投入郵 局或者投入各自的國家財政管理部門所控製的任何信箱。
第二十九條附屬檔案
本契約有以下附屬檔案：
一、技術轉讓協定
二、職責範圍
上述附屬檔案均為本契約整體的組成部分。
Attached file one
技術轉讓協定
table of Contents
definition
協定宗旨
技術資料
技術修改和改進
技術資料的交付
Training
咨詢
特殊服務
商標
工業產權和專有技術
契約產品的製造
產品質量
Pay
force majeure
Confidentiality
responsibility
協定的轉讓和修改
協定期限
部分失效
未行使權利
協定終止的影響
Settlement of Disputes
協定文字
Notice
First definition
在本協定中，下列用語的定義如下：
1. “附屬公司”指甲方在某中擁有直接或間接股份的所有公司，合營公司除外。
2. “散裝車”指全分解的汽車成套件或散裝零部件，其中包括消耗材料和標準件。
3. “契約汽車”指經甲方和合營公司商定由合營公司製造的，以甲方和附屬公司的汽車為基礎的所有汽車種類、車型和變型。
4. “契約零部件”指在中國由合營公司製造和為合營公司製造的契約汽車的所有動力總成、總成、分總成和零部件。
5. “契約產品”指契約汽車和契約零部件。
6. “契約商標”指甲方隨時可能用書面規定的甲方及附屬公司的商標和服務商標，以及商標名稱和服務名稱。
7. “工業產權”指在中國國內或國外註冊、純屬甲方產權的，有關契約產品的所有專利、實用新型、註冊過的外形設計和技術發明的發明者證書。
8. “專用技術”指甲方或附屬公司擁有和開發的，與契約產品有關的，關於契約產品的設計、開發、製造、試驗、銷售和售後服務，以及管理的一整套實用的、先進的、有價值的技術資料、技能、技術和經驗。所有無法用書面形式表達的知識和經驗應通過本協定所規定的咨詢、特殊服務和培訓以及外籍職工予以傳授。
1) Purpose of the contract
2) Establishment, name and legal address of the joint venture company
3) Business scope of the joint venture company
4) Model range, quantity and production capacity
5) Capital, investment ratio and financing
6) Capital increase and capital transfer
7) Profit margin
8) Remittance of profits and repatriation of capital
9) Board of Directors and Management
10) Transfer of technology and know-how
11) National productivity
12) Address, infrastructure and public services
13) Import and export
14) Foreign exchange balance and payment
15) Tariffs
16) Accounting
17) Reporting and auditing
18) Staff management
19) _____ company dispatched employees
20) Insurance
21) Effectiveness and duration of the contract
22) Liquidation and distribution
23) Partial failure
24) Force majeure
25) Unexercised rights
26) Resolution of disputes
27) Contract text
28) Notice
29) Affiliated files
Subsidiary File 1: Technology Transfer Agreement
Subsidiary Archive 2: Terms of Reference
The joint venture contract was signed in the _____ city of the People's Republic of China in _____ year _____ month _____, and the parties to the contract are:
_____ hereinafter referred to as Party A), whose legal address is _____;
_____ hereinafter referred to as Party B), its legal address is _____;
_____ hereinafter referred to as Party C), its legal address is _____;
_____ hereinafter referred to as Ding Fang), whose legal address is _____;
In accordance with the principle of equality and mutual benefit, the above-mentioned four parties decided to establish a joint venture company in China _____ according to the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures issued on July 8, 1979. The purpose of establishing this joint venture company is to:
Manufacturing the car and engine using the latest technology from Party A;
The company manages joint ventures with modern management methods to contribute to the Chinese automotive industry.
To this end, the parties to A, B, C and D are now reaching an agreement as follows:
The first contractual purpose
The purpose of this contract is:
1. Establish the establishment of a joint venture company;
2. Specify the legal status and nature of the joint venture company;
3. Specify the business scope of the joint venture company;
4. Define the rights and obligations of the parties to the contract in relation to the joint venture company.
Article 2 Establishment, name and legal address of the joint venture company
1. The parties to the contract agree to establish a joint venture company in accordance with the Joint Venture Law. According to Article 4 of the Joint Venture Law, the joint venture company is in the form of a limited liability company.
2. The name of the joint venture company is:
Chinese:_____
English:_____
Abbreviated:_____.
3. The legal address of the joint venture company is _____.
4. The joint venture company shall register with the Administration for Industry and Commerce within one month after the approval of this contract by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China. The joint venture company shall be established from the date of issuance of the business license.
5. The joint venture company is a Chinese legal person and is subject to the jurisdiction and protection of Chinese law.
6. The trademark "_____" has been registered by the International Party to the International Bureau of the World Industrial Apparel of Geneva, Switzerland, with the registration number _____, and is registered separately in the _____ country. The trademark registration number in Beijing is _____. Party A permits the joint venture company to use the trademark as an integral part of the name of the joint venture company during the term of this contract, but the trademark “_____” shall continue to be registered in China, and Party A shall continue to act in accordance with this contract and articles of association. And the provisions of the technology transfer agreement exert their influence in the joint venture company, especially on the quality of the cars manufactured by the joint venture company.
At the termination of this contract, the joint venture company shall not change the name of the company immediately after the request of Party A, and the new company name shall not include the trademark "_____" or any of its abbreviations as an integral part, nor shall it have any other similar trademarks. Part. Similarly, if Party A’s share of the joint venture’s capital is reduced for whatever reason, Party A believes that it will lose the law that continues to exert full influence on the joint venture company in accordance with the provisions of this contract, the technology transfer agreement and the joint venture’s articles of association. The possibility of implementation or implementation, especially if the quality of the car manufactured by the joint venture company is fully exerted, the joint venture company shall immediately change its company name in the same manner upon the written request of Party A. If the joint venture company fails to fulfill this obligation, Party A has the right to go through all formalities under this contract to change the company name of the joint venture company or its legal successor.
Article 3 Business scope of the joint venture company
1. The main business activities of the joint venture company are as follows:
1.1 manufacturing a car;
1.2 manufacturing the engine;
1.3 manufacturing parts;
1.4 Imports of goods required for manufacturing, assembly, testing, service, training and auxiliary business activities;
1.5 Importing complete vehicles when permitted by relevant laws and regulations;
1.6 Sales of cars manufactured by joint venture companies in China.
1.7 sales of repair service parts in the country;
1.8 Export cars, parts, accessories, attached files and stamping dies;
1.9 after sales service.
2. In order to achieve its main business, the JV Company may carry out any other activities related to its main business in accordance with the provisions of the JV Company's Articles of Association.
Article 4 Range, quantity and production capacity
1. The joint venture company manufactures the car within the first _____ years after its establishment. The specific details of the car to be manufactured and its manufacture shall be agreed in the technology transfer agreement to be signed by the joint venture company and Party A. In the future, the joint venture company will manufacture other models developed by Party A or its subsidiaries. The manufacture of the above models should also be specified in the technology transfer agreement.
2. In the first phase, the joint venture company shall have the following assembly manufacturing capabilities;
The automobile factory has a stamping workshop, a assembling workshop, a paint workshop and a final assembly workshop. The production capacity is _____ annual production of _____ vehicles, including accessories;
Engine factory engine manufacturing refers to the production of _____ engines, the annual production capacity of its manufacturing equipment, which should have at least _____ units assembled into _____ engines each year to meet the needs of engines sold in China.
3. The production schedule of the automobile plant and the engine plant is based on the time schedule.
4. Party B guarantees to purchase the number of _____ cars produced by the joint venture company as follows:
If the demand is higher than the above, the joint venture company will require the relevant Chinese authorities to support the foreign exchange required for the import of bulk vehicles and provide sufficient raw materials, spare parts and energy from the domestic market.
5. During the term of this contract, the cars produced by the joint venture company shall gradually be competitive in terms of price, but the following conditions shall be met:
5.1 Domestic parts must be available in stock and competitive in price and quality;
5.2 The output should be increased;
5.3 The development of the domestic automobile industry should be properly protected.
6. Party A guarantees to purchase the _____ engine manufactured by the joint venture company after the engine is put into production _____ years, but the warehousing price of _____ engine to Party A is not higher than the warehousing price of _____ engine manufactured by Party A, and the quality is based on Party A's standard and delivery conditions. All aspects are competitive. The price and delivery conditions shall be stipulated in the purchase agreement to be signed by Party A and the joint venture company.
Article 5 Capital, investment ratio and financing
1. The registered capital of the joint venture company shall be RMB _____ yuan.
2. The proportion of investment and the amount of contributions of the parties to the contract in the registered capital of the joint venture company shall be:
Party A _____%, accounting for _____ yuan;
Party B _____%, RMB _____ yuan;
Party C _____%, accounting for _____ yuan;
Ding Fang _____%, accounting for _____ yuan;
3. The capital contribution of the parties to the contract to the registered capital of the joint venture company is as follows:
3.1 Party A
--In kind, in RMB _____ yuan,
--Cash, equivalent to _____ coins of RMB_____ yuan;
3.2 Party B
-- physical, in RMB _____ yuan;
--Cash, renminbi _____ yuan;
3.3 Party C
-- cash, equivalent to RMB _____ yuan;
3.4 square
--Cash, RMB _____ yuan.
4. Each party to the contract shall pay its subscription amount in installments in proportion to the above. The time, amount and contribution method of the capital contribution of each period shall be determined by the board of directors according to the needs of the joint venture company. The first cash contribution of the parties to the contract shall be paid within 30 days after the first board meeting. The contributions of the parties to the joint venture company shall be recorded in the accounts of the joint venture company in the following manner:
4.1 In-kind contribution shall be deemed to be paid when the house, machinery and equipment, etc. and the pre-investment expenses are recorded as assets;
4.2 Cash contribution is considered to be payable when the cash is deposited into the account of the Bank of China designated by the JV Company.
After the parties to the contract have paid the capital in accordance with the provisions of the articles of association, the joint venture company shall issue a capital contribution certificate to the relevant contracting party.
5. If either party fails to pay the capital contribution in accordance with the date specified in paragraph 4 of this Article, if the capital contribution is overdue for no more than 30 days, the defaulting party shall, in the currency in which it should contribute, the amount of capital contribution it should pay, according to the time of the Bank of China. The short-term loan interest rate, from the first day of the overdue period, pays interest on the date of overdue as the financial income of the joint venture company. If the capital contribution is overdue for more than 30 days, the defaulting party shall pay _____% of the liquidated damages of the _____% of the amount of the capital contribution to the other parties, except for the interest payable in this paragraph. Liquidated damages shall be paid in the same currency as the capital contribution. If the deadline is up to 90 days, the following procedure is used:
5.1 If the defaulting party is Party A, then B, C, D Ding Company has the right to terminate this contract jointly or separately in accordance with Article 21, paragraph 5 of this contract, and to file a claim for this breach of contract.
5.2 If one of the defaulting parties is Party B, Party A has the right to terminate this contract in accordance with Article 21, paragraph 5 of this contract, and to file a claim for this breach of contract.
5.3 If the defaulting party is either Party C or Party D, the remaining parties shall continue to perform this contract. And has the right to file a claim for this breach of contract. The capital contribution already paid by Party C and Party D shall be purchased by Party B according to the face value of the capital contribution of the joint venture company.
5.4 If Party B and Party A continue to operate the joint venture company without the participation of either Party C or Party D, and either party will not pay the capital contribution after 90 days thereafter, the number is 5.1 and 5. Sections 2, 5.3 also apply.
6. The joint venture company is responsible for its debts and obligations with all its properties, and the parties to the contract are responsible for the joint venture company with their respective registered capital.
7. The foreign exchange contribution of cash and in-kind in the registered capital shall be converted into RMB according to the official exchange rate promulgated by the State Administration of Foreign Exchange on the date of capital contribution. Cash foreign exchange contributions shall be deposited in the bank account of the joint venture company.
8. Before the signing of this joint venture contract, Party B and Party C have applied on behalf of the joint venture company to determine the RMB loan limit within 30 days after the approval of this contract to raise investment and daily business, such as payment of imported goods, license consulting fees, special Funds required for service fees, dividends, foreign employee salaries, etc. This payment limit is RMB, but it can be used for RMB payment, or it can be converted into foreign exchange according to the official exchange rate announced by the State Administration of Foreign Exchange on the date of redemption. Foreign exchange is provided within the approved foreign exchange quota. The preferential level of the above payment terms shall not be lower than the loan conditions for other Chinese and foreign joint ventures.
9. Before starting to reserve the reserve, the registered capital of the joint venture company shall be _____% of the total investment, and the remaining _____% of the total investment shall be settled by bank loans. Thereafter, the equity-liability ratio of _____;_____ in the capital structure of the joint venture company shall be regarded as a long-term financing guideline.
Article 6 Capital Increase and Capital Transfer
1. After the unanimous resolution of the board of directors, the registered capital of the joint venture contract may be increased by the written consent of the parties to the contract. However, the proportion of the parties to the newly added registered capital should be the same as the ratio of the original registered capital.
2. After the unanimous resolution of the board of directors, one of the parties to the contract may transfer all or part of the registered capital of the joint venture company to the other party or third party of the contract, or the rights stipulated in this contract, and the prior written consent of the other parties to the contract. The obligation is transferred to the other party or third party of this contract. If one party to the contract wishes to transfer all or part of its registered capital, the other parties to the contract have the right of first refusal. The conditions for the third party to transfer the registered capital of the joint venture company to the third party shall not be concessionary to the conditions of transfer originally provided to other parties to the contract.
3. When a contracting party transfers all or part of its registered capital in the joint venture company or accepts a new joint venturer, the written documents shall be signed by the parties to the contract. The above written file should be considered as a supplement to the contract.
4. Capital increase and capital transfer should be specified in more detail in the joint venture company charter.
5. In the event of the above-mentioned capital increase, capital transfer and acceptance of the new joint venture, the joint venture company shall go through the registration formalities with the Trade and Industry Bureau within one month after the approval of the Ministry of Economic Affairs and Trade.
6. Notwithstanding the provisions of the preceding paragraphs, the parties to the contract agree that Party A may transfer the portion of the joint venture company's registered capital not exceeding _____% to the _____ investment company or a _____ national bank selected by Party A. Under this circumstance, _____ company may also transfer the assignment of one or several directors of the five joint venture company directors that _____ company has the right to assign to _____ investment company or the above-mentioned bank.
Article 7 Profit Margin
1. The parties to the contract shall share the profits and share the losses according to the proportion of investment.
2. The net profit distributed to the parties to the contract in accordance with the investment proportion of the registered capital in accordance with paragraph 3 of this Article is the total profit minus the income tax paid under the Chinese tax law and the extracted reserve fund, employee incentive and welfare fund and enterprise development fund. The amount of funds drawn by the three funds is determined by the board of directors.
3. The parties to the contract agree that the joint venture company shall realize the distribution of net profit after tax of _____% of the registered capital in the fourth full fiscal year after its establishment. From the fifth full fiscal year after its establishment, the annual amount shall be registered. Capital _____% of net profit distribution.
4. However, initial losses should be balanced at the end of the second full fiscal year.
5. The initial and subsequent sales prices shall be determined in accordance with Sub-File 5 of this contract.
Article 8 Remittance of profits and repatriation of capital
1. The net profit distributed shall be _____ coins remitted to _____ company, _____ coins remitted to _____ company, _____ coins remitted to _____ company and _____ company, and transferred to the parties as soon as the annual accounting statements are passed. Bank account. Any unpaid amount shall be calculated from the _____ Interbank Offered Rate plus 3% annual interest rate of the three-month payment on the date of default, 20 days after the date of adoption of the annual accounting statement, _____ The currency is calculated based on the _____ bank interest rate of the loan for 3 months on the date of default and the annual interest rate of 2%. The above interest rate is valid for 3 months. After three months, the above method is reapplied.
2. At the termination of this contract, either party to the contract shall obtain a settlement in accordance with its rights, and the amount of settlement shall be calculated based on the price of the joint venture company. The share of the parties in the settlement should correspond to the proportion of their investment in the joint venture company.
3. The profits remitted to Party A and Party C and the remittances from Party A and Party C shall be subject to the official interest rate of _____ coins and _____ coins announced by the State Administration of Foreign Exchange on the date of remittance and remittance mentioned above.
Article 9 Board of Directors and Management Organization
1. The board of directors consists of _____ directors. Party A delegates _____ name, one of whom is the first vice chairman, and Party B delegates _____, one of whom is the chairman of the board, and the other party is appointed _____, the second vice chairman, Ding Fang Delegate _____ name. The board of directors shall hold the first meeting within one month after the contract takes effect, that is, the board of directors shall meet and be convened by the chairman.
2. The candidates for the board of directors are appointed or exchanged by the parties to the contract in writing.
3. The board of directors is the highest authority of the joint venture company, responsible for the decision-making and supervision of the joint venture company, and holds regular meetings for this purpose. The authority of the board of directors shall be specified in the company's articles of association.
4. The board of directors shall establish an executive management committee consisting of a general manager, a deputy general manager and one or several executive managers.
5. The board of directors shall adopt the joint venture organization as it deems appropriate. For the organization that will be formed at the end of the _____ year after the establishment of the joint venture company, see Attachment VI of this contract.
6. The scope of duties of each department of the joint venture company can be found in the attached file VII of this contract. The board of directors may modify the terms of reference of each department at any time as it sees fit.
Article 10 Transfer of technology and special technology
The transfer of technology and know-how required to manufacture the products of the joint venture company shall be specified in the technology transfer agreement to be signed by the joint venture company and Party A.
Article 11 National Productivity
1. The national target for various models manufactured by the joint venture company has a final target of 100%. The parties to the contract shall make joint efforts to promote the _____ car country development plan for the purchased and self-made parts agreed upon in the Eighth Archives of this contract.
2. The prerequisites required by Party B, Party C and Dingfang to ensure the country's productivity development plan were fully realized. To this end, in addition to complying with economic and quality standards, it is also necessary to develop the production capacity of raw materials and components in a timely manner. Therefore, it is necessary to achieve the following prerequisites:
2.1 The joint venture company shall be free to choose the Chinese cooperative factory;
2.2 The Chinese cooperative factory of the joint venture company shall make investment in equipment and purchase the technical licenses and know-how required to manufacture _____ parts and components according to Party A's quality standards and to manufacture other products of the joint venture company approved by Party A in the later stage;
2.3 The materials required for the manufacturing of parts and components of the joint venture company and its collaborative factories shall be considered in the China _____ plan and provided to the joint venture company and its collaborative factories.
The joint venture company and its collaborative factories expect to always obtain preferential import tariff rates and can quickly complete customs clearance procedures.
3. Party A shall do its utmost to provide assistance and consultation to the joint venture company within the scope of the technology transfer agreement with a view to achieving the national production target. In addition, Party A shall make every effort to promote possible assistance to possible Chinese partners in the way of _____ domestic and foreign possible purchased parts cooperation factories by transferring technology and providing services. Similarly, Party B, Party C and Dingfang shall prompt their respective superior organizations and the above-mentioned collaborative factories and potential Chinese partners in the future to fully cooperate with the above-mentioned collaborative factories in the process of technology transfer.
4. If the domestically produced parts of the joint venture company and its cooperative factories fail to maintain the quality standards of Party A, resulting in the risk of production suspension, the relevant parts and components shall be provided by Party A.
5. If the warehousing price of domestically produced parts is higher than the warehousing price of the joint venture company delivered by Party A, the relevant parts shall be provided by Party A.
6. Specific technical issues concerning the country’s productivity should be specified in the technology transfer agreement.
Article 12 Sites, Infrastructure and Public Services
1. The joint venture company's automobile and engine plant used in the first phase mentioned in Article 4, paragraph 2, shall be the _____ automobile plant currently used by Party B.
2. The above-mentioned plant areas must have the necessary off-site infrastructure, such as energy supply, wastewater treatment and waste disposal, up to the boundaries of the plant. In addition, a railway connection line and a highway connection line should be constructed, and the __ road should be closed outside.
The cost of the above-mentioned off-site infrastructure will be borne by the _____ municipal government.
However, if the joint venture company makes special requirements outside the above-mentioned infrastructure for other off-site infrastructure that is only used by the joint venture company, the joint venture company shall pay a portion of the reasonable construction cost.
3. Party B and Party C have applied on behalf of the joint venture company to the relevant department of _____ to provide the factory site required for the joint venture company and the off-site infrastructure and public services required by the joint venture company of the contract.
4. After the establishment of the joint venture company, the land use contract shall be concluded with the land administration department in accordance with the approved application.
Article 13 Import and Export
1. In the investment and production phase, the joint venture company needs to import the following goods;
1.1 Living materials, including office equipment;
1.2 Bulk vehicles, parts, accessories and attached files;
1.3 The whole vehicle is imported through the import and export department of China, or imported by the joint venture company when the relevant laws or regulations of China permit;
1.4 process materials and raw materials;
1.5 Accessories and auxiliary files for machines, moulds, tools and equipment;
1.6 Tools and equipment for after-sales service and training;
1.7 sample;
1.8 Technical information and business files.
2. The joint venture company should also do the following work:
2.1 prompt customs clearance;
2.2 Implement domestic transportation;
2.3 Arrange for storage in the middle of the port.
3. The JV Company will export its own _____ engine and stamping dies according to Article 14, paragraph 3 of this contract.
4. The vehicle export will be discussed and decided by the board of directors of the joint venture company.
Article 14 Foreign exchange balance and payment
1. All parties to the contract should endeavor to support the joint venture company to achieve foreign exchange balance as soon as possible.
2. In order to enable the joint venture company to continue to operate, Party B, Party C and Dingfang shall be responsible for obtaining foreign exchange quotas in accordance with the foreign exchange deficiencies stipulated in the feasibility report approved by the competent authorities of China.
If the joint venture company needs more foreign exchange due to unreasonable reasons that cannot be controlled by the joint venture company due to the responsibility of the _____ party, Party B, Party C and Dingfang shall be responsible for obtaining additional foreign exchange quota to make up for the shortfall. . If it is other unforeseen reasons, the joint venture company will borrow foreign exchange with the assistance of Party B, Party C and Dingfang. The above loans should be repaid in priority over other loans.
3. Party A guarantees to purchase the _____ engine in accordance with Article 4 of this contract. In addition, it is guaranteed to purchase Chinese-made stamping dies worth _____ dollars per year from the _____ year after the issuance of the business license, but the above-mentioned molds must be internationally competitive for Party A in terms of price, quality and delivery conditions. If the above conditions for the purchase of stamping dies and _____ engines are not met, paragraph 2 of this Article shall apply.
4. All goods shipped by Party A to the joint venture company will be paid by the irrevocable amount of credit issued by the Bank of China.
5. All goods shipped by the JV Company to Party A will be paid by an irrevocable amount of credit issued by a first-rate bank.
Article 15
The parties to the contract expect that the joint venture company will receive preferential tariff treatment after making a special application in accordance with Chinese law.
Article 16 Accounting
1. The joint venture company shall complete, accurately and properly record and record in order to truly and clearly reflect the financial status of the joint venture company and explain the company's economic business.
2. All self-made accounting documents, books and statements of the joint venture company are written in Chinese and English.
3. The joint venture company uses RMB as the bookkeeping base currency, and the joint venture company can also set up a foreign currency book for the foreign exchange economic salesperson, which should also record the exchange rate and the equivalent amount of RMB.
4. The calendar year of the joint venture company is based on a calendar system. The first fiscal year of the joint venture company shall be from the date of issuance of the business license to December 31 of the current year.
Article 17 Reports and Audit
1. In order to promote effective cooperation, the joint venture company shall establish a reporting system to report to the parties to the contract on the development of the joint venture's business.
In particular, the following statements should be included:
1.1 monthly report
A. Financial statements, including profit and loss calculations, balance sheets and foreign exchange balance sheets;
B. Bulk truck arrivals, bulk vehicle stocks and in-transport, stocks of domestic materials and components, and stocks of assembled vehicles;
C. Production and number of employees;
D. New car sales;
E. Inventory, sales and purchases of accessories and affiliate files.
1.2 year report
A. Turnover financial forecasting;
B. National production rate according to national productivity development plan;
C. Energy needs, energy consumption and energy costs at the time;
The total working hours of the factory.
1.3 annual report
a. Detailed company forecasts for the next two years;
b. Long-term development plan of the joint venture company;
c. After-sales service.
2. In addition, the JV Company shall provide the parties to the contract on a regular basis with the economic policies, market developments, laws and regulations promulgated by China in connection with the business of the JV Company.
3. The JV Company shall provide the parties to the contract with other information relating to the files referred to in paragraph 1 in the form required by the parties to the contract.
4. The parties to the contract have the right to send their authorized representatives to inspect the books and other business files of the joint venture company.
The parties to the contract have the right to hire a notary public accountant in China or abroad for their own purposes to review the books, balance sheets and profit and loss calculations of the joint venture company. This review right also means that the joint venture company is obliged to provide all the required information and files to the above accountants.
In addition, the joint venture company will allow authorized agents of the parties to the contract to enter all parts of the venue.
Article 18 Staff Management
1. The board of directors of the joint venture company shall be based on the specific needs of each department. System and regularly determine the total number of employees in the company and the requirements for staff. When the board of directors makes a decision, it should consider the position of the foreign employee as specified in the organization chart.
2. The Executive Management Committee shall have the right to hire and dismiss the employees and workers of the joint venture company, determine the conditions for hiring employees, and establish a bonus incentive system to increase productivity.
3. The standards for salaries, social insurance, benefits, travel expenses, etc. of senior staff are determined by the board of directors. The executive manager is individually signed by the board of directors with a written employment contract. Departmental and branch managers and the remaining foreign employees are individually signed by the Executive Management Committee with a written employment contract.
4. The employees of public companies are recommended by the Chinese labor department, and the joint venture company is assessed and self-employed. Their salaries, wage standards, bonuses, allowances, etc., according to the principle of “distribution according to work”, refer to the ability and technical level of the employees, and the joint venture company Decide. The salaries, wages and other related expenses of the employees at the beginning of the joint venture company have been determined in the feasibility report. With the development of production and the improvement of employees' business capabilities and technical standards, the joint venture company should gradually adjust employee salaries and wages according to its profit rate, productivity and competitiveness, as well as the actual situation in China.
Article 19 Foreign employees
1. Party A shall agree with the JV Company to dispatch its experts to the JV Company within the scope of Party A as a temporary employee of the JV Company. Party A shall select experts according to the specific job requirements of the joint venture company. However, the JV Company has the right to dismiss any foreign employee who proves to be incompetent and refuses to accept or dismiss any foreign worker who proves that his health condition is insufficient to meet his or her job requirements.
2. The joint venture company shall enter into separate employment contracts with each foreign employee, and the employment contract shall include the main provisions stipulated in the Archives of Annex IX of this contract.
3. The total remuneration of each foreign employee shall be in accordance with Party A's standards, and the expenses of all personnel of foreign employees as stipulated in the employment contract shall be borne by the joint venture company.
4. The joint venture company shall be responsible for handling the application or, if necessary, applying to the relevant Chinese authorities for the following:
4.1 Visa approved in _____ and renewable in _____, including multiple entry and exit visas valid for _____ months, and residence, work and travel permits;
4.2 Provide educational conditions in accordance with _____ formal school standards.
5. The housing of foreign workers is specified in the attached file of this contract.
Article 20 Insurance
1. The joint venture company protects its assets from fire insurance, business interruption insurance and general liability insurance.
2. All matters relating to insurance that may involve the interests of the parties to the contract, the joint venture company shall draw the attention of the parties to the contract as soon as possible.
3. The joint venture company pays insurance premiums in RMB for projects insured in RMB; insurance premiums are paid in foreign exchange for foreign exchange insurance. Chinese insurance companies also have the same in paying losses.
Article 21 Effectiveness and Term of the Contract
1. This contract has been signed by the officially authorized representatives of the parties to the contract, and will be reported to the competent party of Party A and the leaders of Party B, Party C and Dingfang for confirmation. After confirmation, this contract shall be submitted to the Ministry of Economic Affairs for approval and will become effective upon approval.
2. After the contract has been confirmed by the Party A Committee, Party A shall immediately notify Party B, Party C and Party D. After the contract is confirmed by the competent leaders of Party B, Party C and Dingfang, Party B, Party C and Party D shall immediately notify Party A. Party B, Party C and Ding Fang shall immediately notify Party A upon receipt of the notice of approval of this contract by the Ministry of Economic Affairs and Trade.
3. Party A's competent committee and the competent leaders of Party B, Party C and Party D shall confirm or not confirm this contract within one month after signing the contract. This contract may be submitted to the Ministry of Economic Affairs and Trade for approval after confirmation by the above-mentioned competent committee and the competent leader.
If the above-mentioned competent committee and the competent leader have not confirmed this contract within the prescribed one-month period, or the Ministry of Economy and Trade has not approved the contract within 3 months after the approval of this contract, the parties to the contract will not assume any obligations.
4. After the contract comes into effect, the validity period is _____ years.
If at least one year before the expiration of this contract, all parties to the contract have not notified the remaining parties of the contract, and they intend to terminate the intention of the contract at the expiration of this contract, Party B, Party C and Party D shall expire in this contract. _____ months ago, jointly submitted an application to the Ministry of Economic Affairs and Trade, requesting that this contract be extended for _____ years, with the approval of the Ministry of Economic Affairs and Trade. The joint venture company shall, within one month after approval, go through the registration formalities for the extension of the term of the joint venture company with the Trade and Industry Bureau.
The intention of only one party or two parties in China to notify Party A of its intention to withdraw from this contract does not affect the validity of this contract between the remaining parties.
For the further extension of the term of this contract, the provisions of this paragraph also apply.
5. The board of directors of the joint venture company may decide to dissolve the joint venture company and decide to terminate this contract in advance.
In any of the following circumstances, the board of directors shall dissolve the joint venture company:
5.1 The joint venture company suffered serious losses for _____ years in a row, and it is impossible to reasonably conclude that the economic situation will improve to the satisfaction of all parties to the contract;
5.2 Any party to the contract violates any of the substantive terms of this contract, so that the joint venture company is in danger of continuing to operate, unless the above breach of contract can or has been corrected within _____ days after written notice of breach of contract;
5.3 The delay caused by force majeure shall last for more than _____ months, and all directors of either party of the contract shall require the board of directors to dissolve the joint venture company, unless it can reasonably modify its obligations in the manner expected by the contractor within the above-mentioned period to adapt it to the new In the case of the case, or the remaining parties to the contract decide to continue to operate the joint venture company if the contractor who requested the dissolution of the joint venture contract does not participate.
5.4 The technology transfer agreement between Party A and the joint venture company is terminated due to a violation of any substantive terms of the agreement;
5.5 In any other case, the Board of Directors still cannot pass a resolution on a major issue if the Chairman and Vice Chairman jointly propose a solution to the Board of Directors.
6. In the resolution of the board of directors on the dissolution of the company, liquidation procedures and principles shall also be established to determine the candidates for the liquidation committee and their remuneration.
7. The early termination of this contract does not prejudice the right of one party to the contract to file a claim against the other party for breach of this contract.
Article 22 Liquidation and Distribution
1. When this contract is terminated in accordance with Article 21, paragraphs 4 and 5 of this contract, the liquidation committee appointed by the board of directors of the joint venture company shall determine the valuation.
2. The valuation shall reflect the financial position of the joint venture company on the date on which the board of directors decides to dissolve the joint venture company or the date on which the board of directors determines the commencement of liquidation of the joint venture company. In addition, the valuation should reflect the value of the joint venture company that day.
3. When determining the valuation, the liquidation committee should adopt the consistent principle used in preparing the audited joint company's annual balance sheet. The valuation should be based on the value of the entire property rights of the joint venture company. This value should also be added to a negotiated agreement between the parties to the contract that reflects the future profitability of the joint venture. In determining the future profit rate of the joint venture company, it should be appropriate to refer to the current and previous profit margins of the joint venture company.
4. The liquidation committee shall make a unanimous decision on the valuation and submit the valuation to the board of directors for approval within _____ days after the board of directors decides to dissolve the joint venture company. If the liquidation committee fails to unanimously determine the valuation within the above-mentioned _____ days, each member of the liquidation committee shall Present your opinion to the board of directors and ask the board of directors to make a decision.
5. If the board of directors cannot make a unanimous decision on the valuation within _____ days after the evaluation is submitted for approval, the parties to the contract may submit the arbitration in accordance with the provisions of Article 26 of this contract.
6. The share of Party A in the value of the joint venture company determined by the valuation shall be jointly purchased by Party B and Party D, and shall be paid in cash in _____ currency. Payment shall be made no later than _____ days after the date of the decision of the board of directors or the date of the arbitral award. The final unpaid amount shall be calculated in accordance with the provisions of Article 8, paragraph 1, of this contract from the date of the decision of the board of directors or the date of the arbitral award. In view of the above payment, Party A shall transfer Party A's rights in the joint venture company to Party D in proportion to the share of Party A in the value of the joint venture company purchased by Party B and Party D, especially its investment in the registered capital of the joint venture company. Proportional rights.
Article 23 Partially invalid
If any provision of this contract is invalid or unenforceable, the remaining terms shall remain unaffected and continue to be valid. In order to achieve the commercial purpose of this contract, it is necessary to replace any of the above terms, the parties to the contract should meet as soon as possible, in accordance with the spirit of the signing of this contract, to achieve the same economic effects as possible, to agree on new terms, To replace the invalid clause and make the new clause legally effective. The above new terms shall apply as soon as the original terms of the retroactive clause are invalid or cannot be implemented.
Article 24 Force Majeure 1.如果契約任何一方因不可抗力未能履行本契約，則該方對於在不可抗力持 續期間不履行其義務不承擔責任。在不可抗力而造成的中止履行契約，應限於不可 抗力的影響存續的時間內。契約各方都將盡最大努力將不可抗力，特別是由此而引 起的延誤所造成的後果減輕到最低程度。
2.契約各方在其他方面仍受本契約的約束，因不可抗力引起的問題應通過協 商適當解決，使本契約能合理地繼續履行，但是，如因不可抗力造成的延誤持續＿ ＿＿＿＿個月以上，則契約任何一方應有權要求董事會終止本契約，除非在上述＿＿＿＿＿個月期限內能按該方所希望的方式合理地修改其義務使之適應新的情況。
3.不可抗力事故是指提出遭受不可抗力的契約一方在簽訂本契約時不能預見 到的，阻礙其實際履行義務的，不可避免的自然現象。就本契約而言，不可抗力事 故包括地震、流行病、嚴重的火災、水災、台風、海上事故等自然現 象以及戰爭和爆炸。
4.遇不可抗力的契約一方應立即，由郵寄、電傳或電報通知契約其餘各方。這＿＿＿＿＿天期限自該獲悉發生不 可抗力之日算起。如未按上述方式通知，則遇不可抗力的契約一方即失去其提出遭 受不可抗力的權利。遭受不可抗力的契約一方同樣有義務按照相同的期限通知契約 其他各方不可抗力事故結束。
5.遭受不可抗力的契約一方有義務證明所發生的，為本契約所規定的不可抗力事故，以及事故持續的時間。
第二十五條未行使權利
契約任何一方未行使其按本契約所享有的任何權利，均不應視為放棄這一權利， 也不應妨礙該方以後行使上述權利。
第二十六條爭議的解決
1.契約各方由本契約、違反本契約、本契約的期滿終止和提前終止或失效所 引起的，或與上述各項有關的任何爭議、爭議和索賠，均應通過談判或調解解決。如果談判或調解在＿＿＿＿＿個月內未能取得任何有關各方可以接受的結果，則上 述爭議、爭論和索賠隻應通過仲裁解決，而不訴諸有關法院。仲裁應按照當時有效 的＿＿＿＿＿仲裁院的仲裁規則進行。仲裁裁決是終局的，對有關各方均具有約束 力。契約各方將在其國家內承認並執行仲裁裁決。
2.仲裁應提交＿＿＿＿＿仲裁院進行，仲裁地點為＿＿＿＿＿，仲裁使用的 語言為＿＿＿＿＿文，仲裁庭由＿＿＿＿＿名仲裁員組成。
3.仲裁庭應隻適用在有關爭議的原因發生之時，詳細成文並經正式公布的， 一般能獲得的中國法律。
4.合營公司和甲方之間的買賣應遵守各買賣契約。上述契約中未專門涉及的 問題應遵守《聯合國國際貨物銷售契約公約》。
第二十七條契約文字
1.本契約用中文和英文書就，各簽署原件８份，兩種文本均為正式文本，具 有同等效力。中英兩種契約文本，各方各執２份。
2.工作文本用＿＿＿＿＿文。
第二十八條通知
1.根據本契約需要或允許發出的所有通知均用＿＿＿＿＿文，應親手遞交或 用掛號信、電傳，電報發給契約另一方或各方。
2.任何通知，凡是郵寄的，則在裝有通知的信件寄出時即應視為發出：要證 明信件發出，隻要證明裝有該通知的信封上已寫上正確的地址，貼上郵票，投入郵 局或者投入各自的國家財政管理部門所控製的任何信箱。
第二十九條附屬檔案
本契約有以下附屬檔案：
一、技術轉讓協定
二、職責範圍
上述附屬檔案均為本契約整體的組成部分。
Attached file one
技術轉讓協定
table of Contents
definition
協定宗旨
技術資料
技術修改和改進
技術資料的交付
Training
咨詢
特殊服務
商標
工業產權和專有技術
契約產品的製造
產品質量
Pay
force majeure
Confidentiality
responsibility
協定的轉讓和修改
協定期限
部分失效
未行使權利
協定終止的影響
Settlement of Disputes
協定文字
Notice
First definition
在本協定中，下列用語的定義如下：
1. “附屬公司”指甲方在某中擁有直接或間接股份的所有公司，合營公司除外。
2. “散裝車”指全分解的汽車成套件或散裝零部件，其中包括消耗材料和標準件。
3. “契約汽車”指經甲方和合營公司商定由合營公司製造的，以甲方和附屬公司的汽車為基礎的所有汽車種類、車型和變型。
4. “契約零部件”指在中國由合營公司製造和為合營公司製造的契約汽車的所有動力總成、總成、分總成和零部件。
5. “契約產品”指契約汽車和契約零部件。
6. “契約商標”指甲方隨時可能用書面規定的甲方及附屬公司的商標和服務商標，以及商標名稱和服務名稱。
7. “工業產權”指在中國國內或國外註冊、純屬甲方產權的，有關契約產品的所有專利、實用新型、註冊過的外形設計和技術發明的發明者證書。
8. “專用技術”指甲方或附屬公司擁有和開發的，與契約產品有關的，關於契約產品的設計、開發、製造、試驗、銷售和售後服務，以及管理的一整套實用的、先進的、有價值的技術資料、技能、技術和經驗。所有無法用書面形式表達的知識和經驗應通過本協定所規定的咨詢、特殊服務和培訓以及外籍職工予以傳授。
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