Established a Sino-foreign joint venture contract (medicine 2)
Pharmaceutical contract reference format
table of Contents
1) General
2) Parties to the joint venture
3) Establishment of a joint venture company
4) Purpose, scope and scale of production and operation
5) Total investment and registered capital
6) Liability of the parties to the joint venture
7) Technical cooperation
8) Site use
9) Product sales
10) Purchase of equipment, accessories and packaging materials
11) Supply of APIs
12) Design and construction of factory facilities
13) Board of Directors
14) Management agency
15) Labor management
16) Trade unions
17) Taxation
18) Financial accounting system
19) Foreign exchange
20) Profit distribution
21) Insurance
22) Confidentiality
23) Term, dissolution, liquidation
24) Default and force majeure
25) Applicable law and dispute resolution
26) Contract text and text
27) Contract entry into force and other matters
Subsidiary Archives: Technology Transfer Agreement
Chapter I General Provisions
××××,×××× and ××××According to 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, through friendly consultations, they agreed to This joint contract is established for joint ventures.
Chapter II Parties to the Joint Venture
Article 2.01 The parties to this contract are:
Party A: ××××,××××
××××
Legal address: ××××
Legal representative: Name: × ×
Position: × ×
Nationality: × ×
××××
Legal address: ××××
Legal representative: Name: × ×
Position: × ×
Nationality: × ×
Party B: ××××
Legal address: ××××
Legal representative: Name: × ×
Position: × ×
Nationality: × ×
Chapter III Establishment of a joint venture company
Article 3.01 Party A and Party B agree to establish a joint venture pharmaceutical company in China in accordance with the “Joint Venture Law” and other relevant laws and regulations of China.
Article 3.02 1. The name of the joint venture company is: ××××.
Its English name: ××××
To this end, the joint venture company and Party B will sign a contract to use the name "××××".
For whatever reason, if Party B no longer has XX% of the shares in the joint venture company, Party A agrees to change the name of the joint venture company so that the words “××××” no longer appear in the Chinese and English names of the joint venture company.
2. Legal address of the joint venture company: ××××
Article 3.03 A joint venture company has legal personality in China and is governed and protected by Chinese law. All activities must comply with Chinese laws and relevant regulations.
Article 3.04 The joint venture company is organized as a limited liability company. Party A and Party B shall be responsible for the debts of the joint venture company with their respective contributions.
The parties share profits and share risks and losses in proportion to their capital contribution in the registered capital.
Except for the additional capital contribution of the respective registered capital, the parties do not have more responsibility for the debts of the joint venture company, and the creditors of the joint venture company can only claim compensation from the property of the joint venture company.
Chapter IV Purpose, Scope and Scale of Production and Management
Article 4.01 1. The purpose of the joint venture company is to build a joint venture company into a modern pharmaceutical company, based on the principle of equality and mutual benefit and the long-term sincere cooperation, and strive to draw on the respective expertise of the joint venture and adopt appropriate advanced technology and scientific management methods. It has the competitiveness in the domestic and foreign markets in terms of product variety, quality and price, and enables Party A and Party B to obtain satisfactory economic benefits. The joint venture company shall, in accordance with the pharmaceutical production management regulations stipulated by the World Health Organization and the internal quality specifications regulations formulated by Party B, engage in the production and marketing of pharmaceutical products in accordance with the Pharmaceutical Administration Law of the People's Republic of China and the relevant provisions of the Ministry of Health of China.
2. In order to achieve the above main objectives, the joint venture company may cooperate with companies, enterprises, economic organizations, economic entities, institutions and individuals of various forms and natures, either alone or in accordance with Chinese laws and relevant regulations, under the "joint venture law" and this contract at home and abroad. Established branches and subsidiaries.
Article 4.02 The business scope of the joint venture company is to manufacture and sell medicines of various dosage forms. The packaging of the drug includes a large package and a small package suitable for the needs of the consumer.
In order to achieve its main purpose, the joint venture company has the right to carry out its own business activities.
Article 4.03 The joint venture company will produce the products listed in the attached files of this contract as constantly adjusted:
Class A: Products produced from APIs produced in China are sold by the joint venture company in the form of underwriting by Party B in foreign markets.
Category B: Products produced by the raw materials provided by Party B or its subsidiaries are sold by the joint venture company in the form of underwriting by Party B in foreign markets.
Category C: Products produced by the raw materials provided by Party B or its subsidiaries are used by the joint venture company to use Party A's sales organization to sell in the domestic market according to the agency contract signed by the joint venture company and Party A.
Category D: The Board of Directors may determine Class D products in the future, including the following products:
Produce products developed by Party B with Party B or Chinese domestic raw materials, and use the trademark of Party B to be sold by the joint venture company at home and abroad. Export products shall be underwritten by Party B.
Using Chinese domestic raw materials, the products developed by the joint venture company, including advanced Chinese herbal preparations, use the trademark of the joint venture company, and are sold by the joint venture company at home and abroad. According to the decision of the board of directors, the export products can be directly or through the joint venture company. Sales.
For the production of APIs required for the import of Class B, Class C and some Class D products, the joint venture company shall purchase from Party B or its subsidiaries at an average price not higher than the purchase price of the same API between Party B and its subsidiaries or their group companies. .
Article 4.04 According to the design capability of the joint venture company's factory, the initial production scale of the joint venture company is annual output × × to × × tablets / grains. According to market conditions, an additional investment of approximately XX US dollars will be added in the future, and the annual output of the joint venture company can be increased to XX pieces/grain.
Article 4.05 The foreign exchange required for the production and operation of the joint venture company shall be mainly solved by exporting Class A, Class B and some Class D products. If there is still a shortage of foreign exchange, especially when the joint venture company fails to successfully export the products on reasonable terms and conditions, the joint venture company may also solve the problem through other means as described in Chapter 19 of this contract.
Article 4.06 The joint venture company will strive to conduct research and development work in the future. The research and development results and products are owned by the joint venture company. These results and products may be assigned or transferred to Party A or Party B, or both parties, in accordance with the terms and conditions determined by the Board of Directors.
Chapter V Total Investment and Registered Capital
Article 5.01 The total investment of the joint venture company is RMB or × × × currency equivalent to × × US dollars.
Article 5.02 The registered capital of the joint venture company is × × US dollars.
Party A's capital contribution accounts for XX% of the registered capital.
Among them: the land use right is contributed, and the price is ××USD. The cash contribution is equivalent to XX yuan.
Party B's capital contribution accounts for ××% of the registered capital.
Among them: the cost of the design and service of the factory facilities, the price is × × US dollars. The cash contribution is XX coins equivalent to XX dollars.
Article 5.03 The difference between the total investment amount of the joint venture company and the registered capital shall be settled by the joint venture company to a bank in China or other joint venture company and approved by the State Administration of Foreign Exchange. The guarantee or collateral from the loan of the joint venture company requested by Party A and/or Party B shall be provided by the parties in proportion to the amount of capital contribution of their respective registered capital.
Clause 5.04 1. Party A divides the registered capital of the joint venture company by cash, and also invests the land use right of XX square meters as the capital contribution. The age of the venue is XX years. The capital contribution of the site use right is XX USD.
2. In addition to the cash contribution to the registered capital of the joint venture company, Party B shall also design the design work and services in accordance with the terms and conditions of Article 12.01 of this contract and the attached file of this contract, and use this as capital contribution. The price is XX USD.
Article 5.05 Both parties shall formulate a preliminary plan for the phased investment of the registered capital. Once the board of directors is formally established, the board of directors should adjust the capital contribution plan according to the actual requirements of the joint venture company, but the final contribution should be paid before the completion of the civil works of the joint venture company. When paying in cash, Party A and Party B shall deposit cash into the RMB account and foreign currency account established by the joint venture company in Bank of China according to the date and capital contribution specified in the capital contribution plan.
The capital contribution of Party A and Party B is converted in US dollars. The foreign exchange rate used is the exchange rate of RMB against the US dollar and Swiss franc to the US dollar announced by the State Administration of Foreign Exchange on the actual capital contribution date. The change in the foreign exchange rate after the capital contribution does not affect the proportion of the capital contribution of the two parties in the registration.
If any party delays the funds to be paid, it shall pay the arrears interest rate, which is higher than the interest rate of the annual loan announced by the Bank of China on the capital contribution date, until the funds are fully paid and the outstanding interest payable is paid.
Article 5.06 Party A and Party B shall respectively contribute capital to the registered capital after the completion of certain matters stipulated in the capital contribution plan.
Article 5.07 The investment amount of both parties of the joint venture company shall be verified by the Chinese CPA and a certificate of capital verification shall be issued. Based on this, the joint venture company will provide the capital contribution certificate signed by the chairman and vice chairman.
Article 5.08 During the joint venture period, the joint venture company shall not reduce the amount of registered capital. The increase in the registered capital of the joint venture company shall be unanimously agreed by both Party A and Party B and approved by the approval authority.
Article 5.09 Any party that transfers all or part of its capital contribution must obtain the written consent of the other party in advance. When a party transfers, the other party has the right of first refusal.
Article 5.10 After the increase or transfer of the registered capital of the joint venture company is unanimously approved by the board of directors, it shall be submitted to the examination and approval authority for approval, and the registration formalities for change shall be handled with the Administration for Industry and Commerce.
Article 5.11 Once the capital contribution of the two parties reaches the registered capital, the joint venture company will request the joint venture company to assist the joint venture company in arranging the long-term loans required by the joint venture company once it has obtained various permits necessary for the joint venture company to operate effectively. .
Chapter VI Responsibilities of the Joint Venture Parties
Article 6.01 Party A's responsibilities are as follows:
1. Apply to the relevant Chinese authorities for approval of this contract and its affiliated files, register and obtain a business license on behalf of the joint venture company, and handle other matters related to the establishment of the joint venture company.
2. The capital of the joint venture company is capitalized in accordance with the provisions of Chapter 5 of this contract.
3. Assist the joint venture company in handling the development of the venue.
4. Assist the joint venture company in obtaining and connecting water, electricity and fuel to the site, and connecting communications, transportation and other related infrastructure.
5. According to the provisions of Article 9.01 of this contract, the customer has already sold the domestic products of the joint venture company to Party A.
6. Assist the joint venture company in recruiting qualified employees, appoint the directors and chairman of the joint venture company in a timely manner, and recommend the deputy general manager of Article 14.01 and other senior staff as stipulated in Article 14.03.
7. Assist the joint venture company to apply for and obtain the necessary approvals under the Drug Administration Law of the People's Republic of China and other relevant laws.
8. Assist the joint venture company in handling the import and customs procedures of all machinery and equipment purchased by the joint venture company from outside China.
9. Assist the joint venture company to apply for confirmation of the tax treatment proposed in the “Application for Tax Treatment of the Joint Venture Company and the Joint Venture Parties” attached to this contract.
10. Assist the joint venture company in negotiating loans with banks or other financial institutions in China.
11. Assist foreign employees and employees of the joint venture company and Party B in obtaining the visas and work permits required for them to enter the PRC to engage in the business of the joint venture company.
12. Strictly comply with all the provisions of this contract and the attached files.
13. Handle other matters entrusted by the joint venture company to Party A.
Article 6.02 The responsibilities of Party B are as follows:
1. According to the provisions of Chapter 5 of this contract, the registered capital of the joint venture company is funded.
2. Responsible for the design of the factory facilities in accordance with Chapter 12 of this contract, and work closely with the Chinese Design Institute on this design work.
3. It is recommended for the joint venture company to purchase the necessary machinery and equipment overseas.
4. Transfer of technology and provision of technical services in accordance with the terms and conditions of the “Technology Transfer Agreement” of Annex III of this Compact.
5. Assist the joint venture company to apply for and obtain all necessary approvals under the Drug Administration Law of the People's Republic of China and other relevant laws.
6. Directly or through its subsidiaries, the joint venture company sells all APIs required by the joint venture company for the production of Class B, Class C and Part D products in accordance with Article 11.03 of this contract.
7. Assist the joint venture company in recruiting qualified employees and appointing the directors and vice chairman of the joint venture company in a timely manner, recommending the general manager of 14.01 and the senior staff of 14.03.
8. Assist the joint venture company in conducting loan negotiations with financial institutions outside China.
9. Assist the joint venture company and Party A's Chinese employees and employees to obtain visas and work permits for countries or regions outside the country required by their travels related to joint ventures outside China.
10. According to the underwriting contract signed by the joint venture company and Party B as stipulated in Article 9.02, the joint venture company shall be assisted to obtain sufficient foreign exchange through the export of the joint venture company's products and other methods stipulated in Article 19.01, .
11. Strictly abide by all the provisions of this contract and its subsidiary files.
12. Handle other matters entrusted by the joint venture company to Party B.
Chapter VII Technical Cooperation
Article 7.01 During the joint venture period, according to the needs of the joint venture company's production and operation, Party B shall transfer the advanced technology of its products to the joint venture company and Party B's future improvements to these products. The details and conditions of the technology transfer are specified in the “Technology Transfer Agreement” of the attached file of this contract.
Party B shall transfer the materials, materials and knowledge of the proprietary technologies such as production formula, process technology and quality control of Class A, Class B, Class C and Part D products to the joint venture company in the form of technical materials and medical/scientific materials, including Future improvements and further developments will enable the JV Company to manufacture, package and sell the product in accordance with the “GMP” and Party B quality specifications and the continuously revised “Guidelines for the Production of Pharmaceuticals”.
Party B grants the JV Company a license to use the trademarks belonging to Party B, the terms and conditions of which are set out in the “Technology Transfer Agreement” attached to this contract.
As Party B transfers technology and continues to develop the technology, such as the above items and items, the joint venture company shall pay Party B the amount of ××% of the net sales of the individual product during the ×× year period after the individual product begins commercial sales. Single product technical royalty. After the commission period of ×× years, the royalties will not be paid. The JV Company has the right to continue to use the transferred technology and to produce and sell the transferred products without compensation.
Party B shall submit the relevant patent certificate to the joint venture company for the patented technology owned by Party B and not registered with the China Patent Office for the products transferred by Party B to the joint venture company. Upon the consent of Party B and the board of directors of the joint venture company, according to different circumstances, the joint venture company shall pay Party B an additional technical royalty fee according to the net sales ×%~×% of the individual products using the patented technology. The additional technology royalty fee shall be paid within the validity period of the patent, but the payment of the additional technology royalty fee shall not exceed XX years after the commercial sale of the individual product, and no royalties will be paid after the XX year period. The company has the right to continue to use the patented technology for free.
For the patented technology owned by Party B and registered and approved by the Chinese Patent Office for the products transferred by Party B to the joint venture company, the joint venture company shall sign a patent license contract with Party B according to the principle.
The term of the technology transfer contract signed by Party B and the joint venture company in the form of the subsidiary file III of this contract is the same as the term of the joint venture contract. In principle, the board of directors may, if necessary, negotiate with Party B to modify the technology transfer contract.
When using the technology transferred by Party B, the joint venture company shall not be responsible for the rights and claims of the third party.
Article 7.02 The products developed by the joint venture company shall be as follows:
1. The future development of Class D products approved by the JV Company in accordance with the Board of Directors shall have efficacy, stability and safety during the validity period. The JV Company shall manufacture and package the product strictly in accordance with the “GMP” and Party B's standard operating procedures and the continuously revised “Guidelines for the Production of Pharmaceuticals” and all applicable laws and regulations and generally accepted safety standards.
2. Before the joint venture company first manufactures or packages the new pharmaceutical dosage form or new dose of the Class D product or the Class D product, the joint venture company shall hand over the complete product file of Party A and Party B, including all technical materials and all medicines. / Scientific information, let Party A and Party B give opinions and approval, that is, confirm whether all files are complete.
3. During the term of the joint venture, if the joint venture company finds that it fails to maintain or cannot guarantee that it is manufactured, packaged, quality controlled, and stored strictly in accordance with the product specifications of the Class D product proposed by the joint venture company for “GMP”, safety, health or other purposes. When transporting any product, the joint venture company shall use its best efforts to reduce or, where possible, prevent losses, and immediately notify Party A and Party B of the above.
4. According to the products manufactured and/or packaged by the joint venture company in accordance with Party B's regulations, the joint venture company shall store the reference samples, the complete materials used for the raw materials, packaging materials and products, and the subsequent stability test by the joint venture company in accordance with Party B's regulations.
5. The products developed by the joint venture company are owned by the joint venture company and use the joint venture company's own trademark.
6. Except as provided in 1, 2, 3, 4, and 5 above, if the joint venture company requests additional technical assistance or advanced technology from Party A or Party B. In this regard, the joint venture company should reach an agreement with Party A and Party B on appropriate remuneration.
Article 7.03 With the consent of the board of directors and in accordance with the relevant laws of China, the joint venture company may introduce advanced technologies not available from Party A and Party B from the third party. The joint venture company may also transfer the technology developed by the joint venture company to a third party.
Chapter VIII Site Use
Article 8.01 Party A guarantees the right to use the site during the joint venture period as stipulated in Article 23.01 of the JV Company.
Article 8.02 The joint venture company shall bear the development cost of the site, that is, the expenses incurred in obtaining the land occupation of the site and the cost of accessing the public facilities. Party A and Party B estimate that the total development cost is about RMB × × yuan.
Article 8.03 The joint venture company shall entrust a suitable agency to arrange and start all matters concerning labor resettlement, land compensation, young crop compensation, new vegetable field development and demolition. Entrust the agency to complete these matters within six months.
Chapter IX Product Sales
Article 9.01 The joint venture company shall be responsible for selling its products in China and entrusting Party A as the sales agent of the existing customers of Party A. The terms and conditions of Party A's agency sales shall be stipulated in the sales agency contract signed between the joint venture company and Party A, or shall include the following principles:
1. Party A shall be the sales agent of the joint venture company's products sold to the existing customers of Party A.
2. Product promotion and advertising work should be carried out by the joint venture company.
3. The selling price of the product shall be determined by the joint venture company and will enable the product to be competitive in the domestic market.
4. Party A shall enjoy sales commission, and the proportion of the commission to net sales shall be determined by the joint venture company and Party A.
Article 9.02 The Class A, Class B and some Class D products of Party B, which are exported by the joint venture company, and the Class D products developed by the joint venture company and determined by the board of directors to be sold by Party B abroad shall be outsourced by Party B in China. The terms and conditions underwritten by Party B shall be specified in the underwriting contract entered into between the joint venture company and Party B and shall include the following principles:
1. Party B shall be the exclusive export product underwriter.
2. Party B shall purchase export products from the joint venture company at the ex-factory price of FOB Beijing. The price shall enable Party B to resell the export products at competitive prices in the international market. Party B shall provide the joint venture company with market information on sales outside China on a regular basis.
3. The joint venture company shall be responsible for obtaining the export license for the export product, and Party B shall be responsible for obtaining the sales license for the countries and regions responsible for the sales of the exported products.
Article 9.03 Class D products developed by the joint venture company may also be directly exported by the joint venture company.
Article 9.04 The joint venture company shall conduct a market survey to determine the local market conditions and understand the best ways and means of serving the domestic market. Accordingly, the joint venture company shall use the market survey data to establish its own Sales organization.
Chapter X Purchase of Equipment, Accessories and Packaging Materials
Article 10.01 After the board of directors has made the final decision on the production of the joint venture company, it shall purchase machinery and equipment according to the recommendation of Party B. Party B shall provide the model, specifications and suppliers of the equipment. In order to ensure the operation of the factory facilities in accordance with the "GMP" and Party B specifications, the joint venture company should purchase machinery and equipment from the reliable and reputable suppliers recommended by Party B. Party B shall assist the joint venture company to order machinery and equipment from overseas.
Article 10.02 on the purchase of parts, analytical measuring instruments, mechanical equipment, vehicles and office supplies, if it can meet the specifications, guarantee requirements, and other components, reliable and in other aspects such as service, repair, maintenance and improvement The service and quality meet the requirements and can be given priority in purchasing in China.
Article 10.03 Under the conditions of quality and quality control of Party B, the joint venture company may purchase excipients and packaging materials from Chinese or foreign sources.
Chapter 11 Supply of APIs
Article 11.01 The raw materials and substances required for the production of Class A products and Class D products developed by the joint venture company shall be purchased in China.
Article 11.02 In order to obtain the technical objectives of the technology transfer contract and maintain the highest production standards, the joint venture company shall purchase all the APIs it needs from Party B to produce Class B, Class C and Part D products.
Article 11.03 Party B shall supply the APIs mentioned in Article 11.02 to the joint venture company in accordance with the terms and conditions stipulated in the supply contract signed by Party B and the joint venture company. The supply contract shall include the following principles:
1. Party B's quotation for APIs shall not be higher than the average price of compensation from Party B to its subsidiaries from time to time, and the price conditions shall be CIF.
2. The APIs supplied to the joint venture company shall meet the standard specifications of Party B.
3. The forecasting, ordering and payment of all API requirements shall be in accordance with the provisions of the supply contract.
4. The JV Company agrees that it should only purchase all the APIs it needs from Party B or its subsidiaries.
5. The joint venture company pays the bulk drug in a freely convertible currency agreed by both parties.
6. The joint venture company shall be responsible for obtaining the necessary import license and government approval for the API and shall be responsible for paying any customs duties or taxes for the import.
Chapter 12 Design Preparation and Construction of Factory Facilities
Article 12.01 1. In order to ensure that the joint venture company will own and operate a modern pharmaceutical factory facility with advanced design features in order to comply with the "GMP" and X-party specifications, and in line with the Chinese government's design requirements, X should prepare the facility for the facility.
The joint venture company and the X party shall sign the design contract in accordance with the form and terms and conditions of the “design agreement” of the subsidiary file of this contract. × Fang cooperated with an XX design institute to complete the design work. The joint venture company will sign a design contract with the XX Design Institute to clearly define the division of labor, collaboration, responsibility and compensation. ×Party actively participated in the negotiation of the design contract.
2. × The party shall guide and supervise whether the design of the XX Design Institute conforms to the design specifications of the X-party by preparing the preliminary design and implementation design of the factory. ×Party has full responsibility for the design work. The design and drawings that need to be confirmed by X shall be arranged by the joint venture company to be translated into X text.
3. The design work and services of the X-party described in the above paragraph 2, together with the purchase of the X-party’s aircraft ticket by the expert/technician due to the design work, shall be registered as a party to the joint venture company in accordance with Article 5.04. Capital is invested and its price is XX US dollars. The joint venture company shall pay the accommodation fee for the expert/technician. The joint venture company shall be responsible for paying the design fee of the XX Design Institute.
Article 12.02 Within one month after the date of approval of this contract, the joint venture company shall establish a construction and preparatory office. The board of directors shall appoint staff of the preparatory office. The preparatory office shall work under the leadership of the general manager and deputy general manager of the joint venture company.
The general responsibilities of Article 12.03 Preparatory Office are:
1. The budget for the total design fee is prepared within three months of the date of approval of this contract. In order to facilitate the approval of the design of the competent department to assist the work of the party.
2. The construction contract is negotiated with the general contractor of the factory building.
3. Organize the purchase and inspection of the equipment and materials required for the construction of the factory, and handle all import formalities and customs declarations at the XX terminal.
4. Organize the installation of all equipment and facilities and conduct the test under the supervision of the X-party.
5. Determine the overall progress of the project construction.
6. Prepare an expense plan and conduct financial management of the project.
7. Prepare relevant management programs.
8. Store and organize archives, drawings, archives and materials during all stages of construction.
9. Prepare building reports that are reviewed by the board of directors on a regular basis.
Article 12.04 After the design of the factory is approved, the joint venture company shall sign a construction contract with the general contractor selected by the preparatory office. The construction contract shall be based on the approved design and the terms and conditions of satisfaction of the board of directors.
Article 12.05 The preparatory office shall supervise the implementation of the project to ensure that it meets the design and construction contract provisions.
The cost of the preparatory office for Article 12.06 and the remuneration of its staff shall be included in the construction budget of the joint venture company.
Article 12.07 After the completion of the construction of the factory, the preparatory office shall arrange for the board of directors to accept the project.
After the factory facilities are satisfied with the completion of the approved design and the completion of the handover program, the board of directors shall dissolve the preparatory office.
Article 12.08 In addition to the above work, other production preparations of the joint venture company during its construction period shall be arranged by the general manager and the deputy general manager according to the actual situation.
Chapter 13 Board of Directors
Article 13.01 1. The board of directors is the highest authority of the joint venture company, and the powers and duties of the board of directors are stipulated in the Articles of Association.
2. The major matters of the joint venture company shall be unanimously decided by the board of directors. This major matter is stipulated in Article 29 of the Articles of Association.
3. Other matters besides the above provisions shall be decided by a majority vote, but at least one of the directors appointed by the parties voted in favor. This matter is stipulated in Article 30 of the Articles of Association.
Article 13.02 The board of directors shall be composed of × directors, and each party shall appoint x directors. Party A shall appoint a chairman among its directors. Party B shall appoint a vice chairman among its directors.
The term of office of the directors, chairman and vice-chairman shall be four years and may be re-elected upon the appointment of the party.
Article 13.03 The date of issuance of the business license of the joint venture company shall be the date on which the board of directors is established.
Article 13.04 The chairman of the board of directors is the legal representative of the joint venture company. If the chairman of the board cannot perform his duties for any reason, the vice chairman shall be temporarily authorized to perform the duties of the chairman.
13.05 Board meetings shall be held once a year, and shall be convened and presided over by the chairman of the board of directors. The procedures of the meeting, quorum requirements, agency, voting, etc. shall be stipulated in Chapter IV of the Articles of Association.
Chapter 14 Management Organization
Article 14.01 The joint venture company shall have a general manager and a deputy general manager. The general manager and deputy general manager shall be appointed by the board of directors. The general manager shall be recommended by the X party and the deputy general manager shall be recommended by the X party. Their term of office is four years and they can be re-elected at the discretion of the board of directors.
Article 14.02 The general manager shall bear direct responsibility to the board of directors. He shall implement various decisions of the board of directors and shall organize and lead the day-to-day work and management of the joint venture company. The deputy general manager shall assist the general manager in his work. When the general manager is absent, the deputy general manager shall perform his duties on behalf of the general manager. The decision on the main matters needs to be signed by the general manager and the deputy general manager, and is stipulated in Article 33 of the Articles of Association.
Article 14.03 1. The joint venture company shall be established under the leadership of the general manager and the deputy general manager. The management department consists of the production and operation department manager, the quality control department manager, the workshop engineer, the personnel department manager, the financial management manager and the sales and material supply department manager. They shall be appointed by the board of directors. Each officer shall serve for a term of four years and may be re-elected at the discretion of the board of directors.
2. Party A shall recommend the Quality Control Department Manager, the Personnel Department Manager and the Chief Accountant. Party B shall recommend the manager of the production and operation department, the workshop engineer, and the manager of the sales and material supply department. Later, the board of directors may adjust the positions recommended by both parties.
Article 14.04 Senior staff members who have engaged in malpractices and serious misconduct may be dismissed at any time by the resolution of the board of directors. Those who violate the criminal law shall be liable under the Chinese criminal law for their criminal acts.
Article 14.05 The salary and remuneration of the senior staff of the joint venture company shall be determined by the board of directors according to the following principles:
The wages and remuneration of foreign employees of senior employees of the JV Company shall be similar to the average wages of similar employees of the same position in the Chinese pharmaceutical joint venture and shall be paid in a freely convertible currency agreed by both parties. If permitted by law, the portion of the wages and remuneration required for general daily expenses in China shall be paid in RMB at the discretion of the board of directors.
The salary and remuneration of Chinese local employees in the senior staff of the joint venture company are similar to the average wages of similar employees in the same position in the Chinese pharmaceutical joint venture. The wages and remuneration should be paid in RMB.
Article 14.06 If the board of directors decides, the joint venture company shall provide housing for foreign senior staff of the joint venture company at its own expense or by paying housing subsidies. The housing provided or the housing subsidy paid should have a reasonable standard, which is similar to the housing or housing subsidy standard provided by other Chinese pharmaceutical joint venture companies for foreign managers.
Article 14.07 All other matters, such as the allowances, benefits, travel expenses standards of Chinese and foreign senior staff of the joint venture company, shall be determined by the board of directors.
Chapter 15 Labor Management
Article 15.01 1. The employment, recruitment, dismissal and resignation of employees and workers of the joint venture company, as well as their wages, benefits, labor insurance, labor protection, labor discipline and other matters will be governed by the Labor Management Regulations of the Chinese and Foreign Joint Ventures of the People's Republic of China and their implementation. The regulations and the relevant provisions of the company's articles of association are handled.
2. The wages and remunerations of employees and workers of the joint venture company shall be formulated in accordance with the relevant provisions of the Chinese government. The individual wages shall be XX% of the actual wage income of the staff of the state-owned pharmaceutical enterprises in the XX area, and the wages shall be paid to each A staff worker.
3. Under the condition that the staff of the joint venture company is constantly suitable for the joint venture company, the joint venture company will try its best to extend the long-term employment policy of its staff and workers, and accept special training staff and workers for a period of not less than × years.
4. If the staff, workers are surplus or after training, they are still not suitable for the requirements of the joint venture company, the joint venture company may dismiss them, but will be compensated according to law.
5. The matters mentioned in paragraphs 1, 2, 3 and 4 above shall be specified in the labor contract signed between the joint venture company and the staff, workers' collectives or individuals, as determined by the board of directors. The labor contract should be filed with the municipal labor department.
Article 15.02 The incentives and welfare funds of the joint venture company can only be used to pay the bonuses and benefits of the employees and workers of the joint venture company, and must not be used.
Chapter 16: Trade Unions
Article 16.01 The staff and workers of the joint venture company shall have the right to organize trade unions and carry out trade union activities in accordance with the provisions of the Joint Venture Law and the Trade Union Law of the People's Republic of China. The joint venture company will support the work of the trade unions and give them the right to use the houses and equipment for the office, meetings and other activities of the trade unions.
Article 16.02 The trade union of the joint venture company shall enjoy the rights and obligations stipulated in Chapter IX of the Articles of Association in this joint venture company.
Article 16.03 The joint venture company shall allocate 2% of the total salary of the employees of the joint venture company to the labor union activities. The union will use the funds in accordance with the relevant regulations of the National Federation of Trade Unions.
Chapter 17 Taxation
Article 17.01 The joint venture company shall pay taxes in accordance with the Law of the People's Republic of China on Sino-foreign Joint Venture Income Tax and other relevant laws and regulations of China.
Article 17.02 The senior staff, staff and workers of the joint venture company shall pay personal income tax in accordance with the Individual Income Tax Law of the People's Republic of China and relevant laws.
Article 17.03 After the signing of this contract, Party A and Party B shall immediately submit this contract, the subsidiary file and the “Application for Tax Treatment of the Joint Venture Company's Joint Venture” to the Chinese taxation department for the early obtaining of the relevant tax notice.
Chapter 18 Financial Accounting System
Article 18.01 The financial accounting system of the joint venture company shall be formulated in accordance with the practice of the relevant international accounting standards in accordance with the “Financial Accounting System of Sino-foreign Joint Ventures” of the Ministry of Finance of the People's Republic of China.
Article 18.02 The joint venture company will use the international accrual accrual system and the debit and credit account bookkeeping method.
Article 18.03 1. The entire books and financial records of the JV Company shall reflect the financial results and the financial status of the JV Company on the date of its production in a reasonable, detailed, complete and accurate and fair manner.
2. All the vouchers, account books and statements of the joint venture company will be produced in Chinese. The main financial, accounting files and statements will be translated into English and their contents will be consistent with Chinese files and statements.
Article 18.04 The fiscal year of the joint venture company shall adopt the calendar year system, which shall be a fiscal year from January 1 to December 31 of the Gregorian calendar, but the first fiscal year of the joint venture company shall be established from the joint venture company. On the date of receipt of the business license, the last fiscal year is due to the dissolution of the joint venture company or the expiration of the joint venture.
Article 18.05 The joint venture company shall use RMB as the standard currency for bookkeeping, and at the same time, use the currency actually paid. Foreign exchange is converted into RMB according to the foreign exchange ratio value announced by the State Administration of Foreign Exchange on the same day.
第１８．０６條合營公司將在中國銀行××分行分別開立人民幣和外匯帳戶，並可在中國國家外匯管理局批準的其它銀行開立外匯帳戶。
第１８．０７條１．合營公司的總會計師負責合營公司的財務會計工作。
2.總會計師將按期向董事會提供合營公司的財務報告。
第１８．０８條１．合營公司將聘請一名獨立的來自於註冊的會計師事務所的中國註冊的審計師負責年度驗證合營公司的報表及財務報告。
第十九章外匯
1.該審計師的報告將提交給董事會和總經理。
2.各方有權在任何時候聘請會計師審查合營公司的報表和財務報告，費用自理，合營公司將為此種審查提供便利。
第１９．０１條合營公司將在法律允許範圍內採用各種適當的辦法努力保持外匯收支平衡。
ａ）通過出口合營公司的產品取得外匯，乙方將根據本契約第９．０２條規定由乙方與合營公司簽定包銷契約，乙方負責出口合營公司的產品。在開始商業性生產起×年內該出口作為外匯的主要來源。該×年後合營公司的產品的出口將繼續增加以創所需的外匯。
ｂ）在合營期間內，如上述ａ）的辦法尚不足時則合營公司或乙方將使用下列辦法創外匯。
根據《國務院關於中外合資經營企業外匯收支平衡問題的規定》的第六條，經有關部門批準後，合營公司可利用乙方的銷售渠道推銷國內產品出口。“國內產品”包括甲方所生產並同意出口的任何產品和乙方認為可以成功地銷往國外的其它任何第三方生產的任何產品。
根據外匯平衡規定的第八條，經有關部門批準後合營公司可以向有外匯支付能力的企業銷售產品，並以外幣計價結算。
根據外匯平衡規定的第九條，乙方已在中國境內設立的其它合資企業的合法收入的外匯有餘額時，經有關部門批準後，乙方可調劑解決合營公司與乙方所設立的其它合營企業的外匯問題。
在特殊情況下，乙方同意，合營公司可以用人民幣支付乙方的利潤。根據外匯平衡規定的第十條，經有關部門批準後乙方可用人民幣再投資於國內能夠新創外匯或新增加外匯收入的企業並享受外匯平衡規定第十條所給予的優惠。
根據外匯平衡規定第五條，經有關部門批準後，合營公司可向中國國內使用者銷售其產品，替代進口，收取外匯。
在其它現行或將來的規定允許範圍內，合營公司或乙方可採用其它手段以求其外匯收支平衡。
第１９．０２條合營公司的一切外匯事宜，按《中華人民共和國外匯管理暫行條例》和其它有關規定及本契約的規定辦理。
第１９．０３條合營公司的一切外匯收入將存入在中國銀行開戶或經中國國家外匯管理局批準的其它銀行的外匯存款帳戶。合營公司的一切外匯支出從該外匯存款帳戶中支出。
第１９．０４條根據合營公司債務和需要，董事會應決定合營公司外匯支付順序。
第二十條利潤分配
第２０．０１條合營公司將從其稅後利潤中提取儲備基金，企業發展基金，職工獎勵福利基金。提取比例由董事會決定，但提取職工獎勵福利基金的比例為稅後利潤的×％。
第２０．０２條１．每個會計年度的前三個月，總經理負責準備上一年度的收支平衡表，損益報告書及利潤分配方案並提交董事會審查批準。
2.董事會將決定是否將提取三項基金後的稅後利潤分配給各方。任何利潤的分配將按合營各方出資額在合營公司註冊資本中所佔比例進行分配。
第２０．０３條原則上，合營公司將用外匯支付乙方分得的利潤，在特殊情況下，合營公司的外匯不足以支付乙方的利潤，合營公司應選擇下列之一：
ａ）乙方同意後，以人民幣支付乙方的利潤或：
ｂ）直至合營公司獲得足夠的外匯，合營公司將：
ｉ）提取應付乙方同等金額的人民幣並將該筆人民幣在中國存入有利息帳戶，一旦獲得充裕的的外匯後，合營公司將以外匯支付乙方的利潤，以人民幣支付其存款利息。或：
ｉｉ）提取應付乙方的同等金額的人民幣作為合營公司的流動獎金。一旦獲得充裕的外匯，合營公司將以外匯支付乙方的利潤以人民幣支付其利息。利率將按合營公司決定使用這項資金之日中國銀行貸給其它中國國營企業的類似貸款利率而定。
第二十一條保險
第２１．０１條合營公司的一切保險事宜應向中國人民保險公司或中國有關部門批準的其它保險公司投保，董事會將決定保險的種類、範圍，價值以及保險期限。
第二十二章保密
第２２．０１條１．合營公司對甲方或乙方提供給合營公司的一切保密資料，專有技術和技術要嚴格保密，並隻能在合營公司的業務範圍內使用。
table of Contents
1) General
2) Parties to the joint venture
3) Establishment of a joint venture company
4) Purpose, scope and scale of production and operation
5) Total investment and registered capital
6) Liability of the parties to the joint venture
7) Technical cooperation
8) Site use
9) Product sales
10) Purchase of equipment, accessories and packaging materials
11) Supply of APIs
12) Design and construction of factory facilities
13) Board of Directors
14) Management agency
15) Labor management
16) Trade unions
17) Taxation
18) Financial accounting system
19) Foreign exchange
20) Profit distribution
21) Insurance
22) Confidentiality
23) Term, dissolution, liquidation
24) Default and force majeure
25) Applicable law and dispute resolution
26) Contract text and text
27) Contract entry into force and other matters
Subsidiary Archives: Technology Transfer Agreement
Chapter I General Provisions
××××,×××× and ××××According to 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, through friendly consultations, they agreed to This joint contract is established for joint ventures.
Chapter II Parties to the Joint Venture
Article 2.01 The parties to this contract are:
Party A: ××××,××××
××××
Legal address: ××××
Legal representative: Name: × ×
Position: × ×
Nationality: × ×
××××
Legal address: ××××
Legal representative: Name: × ×
Position: × ×
Nationality: × ×
Party B: ××××
Legal address: ××××
Legal representative: Name: × ×
Position: × ×
Nationality: × ×
Chapter III Establishment of a joint venture company
Article 3.01 Party A and Party B agree to establish a joint venture pharmaceutical company in China in accordance with the “Joint Venture Law” and other relevant laws and regulations of China.
Article 3.02 1. The name of the joint venture company is: ××××.
Its English name: ××××
To this end, the joint venture company and Party B will sign a contract to use the name "××××".
For whatever reason, if Party B no longer has XX% of the shares in the joint venture company, Party A agrees to change the name of the joint venture company so that the words “××××” no longer appear in the Chinese and English names of the joint venture company.
2. Legal address of the joint venture company: ××××
Article 3.03 A joint venture company has legal personality in China and is governed and protected by Chinese law. All activities must comply with Chinese laws and relevant regulations.
Article 3.04 The joint venture company is organized as a limited liability company. Party A and Party B shall be responsible for the debts of the joint venture company with their respective contributions.
The parties share profits and share risks and losses in proportion to their capital contribution in the registered capital.
Except for the additional capital contribution of the respective registered capital, the parties do not have more responsibility for the debts of the joint venture company, and the creditors of the joint venture company can only claim compensation from the property of the joint venture company.
Chapter IV Purpose, Scope and Scale of Production and Management
Article 4.01 1. The purpose of the joint venture company is to build a joint venture company into a modern pharmaceutical company, based on the principle of equality and mutual benefit and the long-term sincere cooperation, and strive to draw on the respective expertise of the joint venture and adopt appropriate advanced technology and scientific management methods. It has the competitiveness in the domestic and foreign markets in terms of product variety, quality and price, and enables Party A and Party B to obtain satisfactory economic benefits. The joint venture company shall, in accordance with the pharmaceutical production management regulations stipulated by the World Health Organization and the internal quality specifications regulations formulated by Party B, engage in the production and marketing of pharmaceutical products in accordance with the Pharmaceutical Administration Law of the People's Republic of China and the relevant provisions of the Ministry of Health of China.
2. In order to achieve the above main objectives, the joint venture company may cooperate with companies, enterprises, economic organizations, economic entities, institutions and individuals of various forms and natures, either alone or in accordance with Chinese laws and relevant regulations, under the "joint venture law" and this contract at home and abroad. Established branches and subsidiaries.
Article 4.02 The business scope of the joint venture company is to manufacture and sell medicines of various dosage forms. The packaging of the drug includes a large package and a small package suitable for the needs of the consumer.
In order to achieve its main purpose, the joint venture company has the right to carry out its own business activities.
Article 4.03 The joint venture company will produce the products listed in the attached files of this contract as constantly adjusted:
Class A: Products produced from APIs produced in China are sold by the joint venture company in the form of underwriting by Party B in foreign markets.
Category B: Products produced by the raw materials provided by Party B or its subsidiaries are sold by the joint venture company in the form of underwriting by Party B in foreign markets.
Category C: Products produced by the raw materials provided by Party B or its subsidiaries are used by the joint venture company to use Party A's sales organization to sell in the domestic market according to the agency contract signed by the joint venture company and Party A.
Category D: The Board of Directors may determine Class D products in the future, including the following products:
Produce products developed by Party B with Party B or Chinese domestic raw materials, and use the trademark of Party B to be sold by the joint venture company at home and abroad. Export products shall be underwritten by Party B.
Using Chinese domestic raw materials, the products developed by the joint venture company, including advanced Chinese herbal preparations, use the trademark of the joint venture company, and are sold by the joint venture company at home and abroad. According to the decision of the board of directors, the export products can be directly or through the joint venture company. Sales.
For the production of APIs required for the import of Class B, Class C and some Class D products, the joint venture company shall purchase from Party B or its subsidiaries at an average price not higher than the purchase price of the same API between Party B and its subsidiaries or their group companies. .
Article 4.04 According to the design capability of the joint venture company's factory, the initial production scale of the joint venture company is annual output × × to × × tablets / grains. According to market conditions, an additional investment of approximately XX US dollars will be added in the future, and the annual output of the joint venture company can be increased to XX pieces/grain.
Article 4.05 The foreign exchange required for the production and operation of the joint venture company shall be mainly solved by exporting Class A, Class B and some Class D products. If there is still a shortage of foreign exchange, especially when the joint venture company fails to successfully export the products on reasonable terms and conditions, the joint venture company may also solve the problem through other means as described in Chapter 19 of this contract.
Article 4.06 The joint venture company will strive to conduct research and development work in the future. The research and development results and products are owned by the joint venture company. These results and products may be assigned or transferred to Party A or Party B, or both parties, in accordance with the terms and conditions determined by the Board of Directors.
Chapter V Total Investment and Registered Capital
Article 5.01 The total investment of the joint venture company is RMB or × × × currency equivalent to × × US dollars.
Article 5.02 The registered capital of the joint venture company is × × US dollars.
Party A's capital contribution accounts for XX% of the registered capital.
Among them: the land use right is contributed, and the price is ××USD. The cash contribution is equivalent to XX yuan.
Party B's capital contribution accounts for ××% of the registered capital.
Among them: the cost of the design and service of the factory facilities, the price is × × US dollars. The cash contribution is XX coins equivalent to XX dollars.
Article 5.03 The difference between the total investment amount of the joint venture company and the registered capital shall be settled by the joint venture company to a bank in China or other joint venture company and approved by the State Administration of Foreign Exchange. The guarantee or collateral from the loan of the joint venture company requested by Party A and/or Party B shall be provided by the parties in proportion to the amount of capital contribution of their respective registered capital.
Clause 5.04 1. Party A divides the registered capital of the joint venture company by cash, and also invests the land use right of XX square meters as the capital contribution. The age of the venue is XX years. The capital contribution of the site use right is XX USD.
2. In addition to the cash contribution to the registered capital of the joint venture company, Party B shall also design the design work and services in accordance with the terms and conditions of Article 12.01 of this contract and the attached file of this contract, and use this as capital contribution. The price is XX USD.
Article 5.05 Both parties shall formulate a preliminary plan for the phased investment of the registered capital. Once the board of directors is formally established, the board of directors should adjust the capital contribution plan according to the actual requirements of the joint venture company, but the final contribution should be paid before the completion of the civil works of the joint venture company. When paying in cash, Party A and Party B shall deposit cash into the RMB account and foreign currency account established by the joint venture company in Bank of China according to the date and capital contribution specified in the capital contribution plan.
The capital contribution of Party A and Party B is converted in US dollars. The foreign exchange rate used is the exchange rate of RMB against the US dollar and Swiss franc to the US dollar announced by the State Administration of Foreign Exchange on the actual capital contribution date. The change in the foreign exchange rate after the capital contribution does not affect the proportion of the capital contribution of the two parties in the registration.
If any party delays the funds to be paid, it shall pay the arrears interest rate, which is higher than the interest rate of the annual loan announced by the Bank of China on the capital contribution date, until the funds are fully paid and the outstanding interest payable is paid.
Article 5.06 Party A and Party B shall respectively contribute capital to the registered capital after the completion of certain matters stipulated in the capital contribution plan.
Article 5.07 The investment amount of both parties of the joint venture company shall be verified by the Chinese CPA and a certificate of capital verification shall be issued. Based on this, the joint venture company will provide the capital contribution certificate signed by the chairman and vice chairman.
Article 5.08 During the joint venture period, the joint venture company shall not reduce the amount of registered capital. The increase in the registered capital of the joint venture company shall be unanimously agreed by both Party A and Party B and approved by the approval authority.
Article 5.09 Any party that transfers all or part of its capital contribution must obtain the written consent of the other party in advance. When a party transfers, the other party has the right of first refusal.
Article 5.10 After the increase or transfer of the registered capital of the joint venture company is unanimously approved by the board of directors, it shall be submitted to the examination and approval authority for approval, and the registration formalities for change shall be handled with the Administration for Industry and Commerce.
Article 5.11 Once the capital contribution of the two parties reaches the registered capital, the joint venture company will request the joint venture company to assist the joint venture company in arranging the long-term loans required by the joint venture company once it has obtained various permits necessary for the joint venture company to operate effectively. .
Chapter VI Responsibilities of the Joint Venture Parties
Article 6.01 Party A's responsibilities are as follows:
1. Apply to the relevant Chinese authorities for approval of this contract and its affiliated files, register and obtain a business license on behalf of the joint venture company, and handle other matters related to the establishment of the joint venture company.
2. The capital of the joint venture company is capitalized in accordance with the provisions of Chapter 5 of this contract.
3. Assist the joint venture company in handling the development of the venue.
4. Assist the joint venture company in obtaining and connecting water, electricity and fuel to the site, and connecting communications, transportation and other related infrastructure.
5. According to the provisions of Article 9.01 of this contract, the customer has already sold the domestic products of the joint venture company to Party A.
6. Assist the joint venture company in recruiting qualified employees, appoint the directors and chairman of the joint venture company in a timely manner, and recommend the deputy general manager of Article 14.01 and other senior staff as stipulated in Article 14.03.
7. Assist the joint venture company to apply for and obtain the necessary approvals under the Drug Administration Law of the People's Republic of China and other relevant laws.
8. Assist the joint venture company in handling the import and customs procedures of all machinery and equipment purchased by the joint venture company from outside China.
9. Assist the joint venture company to apply for confirmation of the tax treatment proposed in the “Application for Tax Treatment of the Joint Venture Company and the Joint Venture Parties” attached to this contract.
10. Assist the joint venture company in negotiating loans with banks or other financial institutions in China.
11. Assist foreign employees and employees of the joint venture company and Party B in obtaining the visas and work permits required for them to enter the PRC to engage in the business of the joint venture company.
12. Strictly comply with all the provisions of this contract and the attached files.
13. Handle other matters entrusted by the joint venture company to Party A.
Article 6.02 The responsibilities of Party B are as follows:
1. According to the provisions of Chapter 5 of this contract, the registered capital of the joint venture company is funded.
2. Responsible for the design of the factory facilities in accordance with Chapter 12 of this contract, and work closely with the Chinese Design Institute on this design work.
3. It is recommended for the joint venture company to purchase the necessary machinery and equipment overseas.
4. Transfer of technology and provision of technical services in accordance with the terms and conditions of the “Technology Transfer Agreement” of Annex III of this Compact.
5. Assist the joint venture company to apply for and obtain all necessary approvals under the Drug Administration Law of the People's Republic of China and other relevant laws.
6. Directly or through its subsidiaries, the joint venture company sells all APIs required by the joint venture company for the production of Class B, Class C and Part D products in accordance with Article 11.03 of this contract.
7. Assist the joint venture company in recruiting qualified employees and appointing the directors and vice chairman of the joint venture company in a timely manner, recommending the general manager of 14.01 and the senior staff of 14.03.
8. Assist the joint venture company in conducting loan negotiations with financial institutions outside China.
9. Assist the joint venture company and Party A's Chinese employees and employees to obtain visas and work permits for countries or regions outside the country required by their travels related to joint ventures outside China.
10. According to the underwriting contract signed by the joint venture company and Party B as stipulated in Article 9.02, the joint venture company shall be assisted to obtain sufficient foreign exchange through the export of the joint venture company's products and other methods stipulated in Article 19.01, .
11. Strictly abide by all the provisions of this contract and its subsidiary files.
12. Handle other matters entrusted by the joint venture company to Party B.
Chapter VII Technical Cooperation
Article 7.01 During the joint venture period, according to the needs of the joint venture company's production and operation, Party B shall transfer the advanced technology of its products to the joint venture company and Party B's future improvements to these products. The details and conditions of the technology transfer are specified in the “Technology Transfer Agreement” of the attached file of this contract.
Party B shall transfer the materials, materials and knowledge of the proprietary technologies such as production formula, process technology and quality control of Class A, Class B, Class C and Part D products to the joint venture company in the form of technical materials and medical/scientific materials, including Future improvements and further developments will enable the JV Company to manufacture, package and sell the product in accordance with the “GMP” and Party B quality specifications and the continuously revised “Guidelines for the Production of Pharmaceuticals”.
Party B grants the JV Company a license to use the trademarks belonging to Party B, the terms and conditions of which are set out in the “Technology Transfer Agreement” attached to this contract.
As Party B transfers technology and continues to develop the technology, such as the above items and items, the joint venture company shall pay Party B the amount of ××% of the net sales of the individual product during the ×× year period after the individual product begins commercial sales. Single product technical royalty. After the commission period of ×× years, the royalties will not be paid. The JV Company has the right to continue to use the transferred technology and to produce and sell the transferred products without compensation.
Party B shall submit the relevant patent certificate to the joint venture company for the patented technology owned by Party B and not registered with the China Patent Office for the products transferred by Party B to the joint venture company. Upon the consent of Party B and the board of directors of the joint venture company, according to different circumstances, the joint venture company shall pay Party B an additional technical royalty fee according to the net sales ×%~×% of the individual products using the patented technology. The additional technology royalty fee shall be paid within the validity period of the patent, but the payment of the additional technology royalty fee shall not exceed XX years after the commercial sale of the individual product, and no royalties will be paid after the XX year period. The company has the right to continue to use the patented technology for free.
For the patented technology owned by Party B and registered and approved by the Chinese Patent Office for the products transferred by Party B to the joint venture company, the joint venture company shall sign a patent license contract with Party B according to the principle.
The term of the technology transfer contract signed by Party B and the joint venture company in the form of the subsidiary file III of this contract is the same as the term of the joint venture contract. In principle, the board of directors may, if necessary, negotiate with Party B to modify the technology transfer contract.
When using the technology transferred by Party B, the joint venture company shall not be responsible for the rights and claims of the third party.
Article 7.02 The products developed by the joint venture company shall be as follows:
1. The future development of Class D products approved by the JV Company in accordance with the Board of Directors shall have efficacy, stability and safety during the validity period. The JV Company shall manufacture and package the product strictly in accordance with the “GMP” and Party B's standard operating procedures and the continuously revised “Guidelines for the Production of Pharmaceuticals” and all applicable laws and regulations and generally accepted safety standards.
2. Before the joint venture company first manufactures or packages the new pharmaceutical dosage form or new dose of the Class D product or the Class D product, the joint venture company shall hand over the complete product file of Party A and Party B, including all technical materials and all medicines. / Scientific information, let Party A and Party B give opinions and approval, that is, confirm whether all files are complete.
3. During the term of the joint venture, if the joint venture company finds that it fails to maintain or cannot guarantee that it is manufactured, packaged, quality controlled, and stored strictly in accordance with the product specifications of the Class D product proposed by the joint venture company for “GMP”, safety, health or other purposes. When transporting any product, the joint venture company shall use its best efforts to reduce or, where possible, prevent losses, and immediately notify Party A and Party B of the above.
4. According to the products manufactured and/or packaged by the joint venture company in accordance with Party B's regulations, the joint venture company shall store the reference samples, the complete materials used for the raw materials, packaging materials and products, and the subsequent stability test by the joint venture company in accordance with Party B's regulations.
5. The products developed by the joint venture company are owned by the joint venture company and use the joint venture company's own trademark.
6. Except as provided in 1, 2, 3, 4, and 5 above, if the joint venture company requests additional technical assistance or advanced technology from Party A or Party B. In this regard, the joint venture company should reach an agreement with Party A and Party B on appropriate remuneration.
Article 7.03 With the consent of the board of directors and in accordance with the relevant laws of China, the joint venture company may introduce advanced technologies not available from Party A and Party B from the third party. The joint venture company may also transfer the technology developed by the joint venture company to a third party.
Chapter VIII Site Use
Article 8.01 Party A guarantees the right to use the site during the joint venture period as stipulated in Article 23.01 of the JV Company.
Article 8.02 The joint venture company shall bear the development cost of the site, that is, the expenses incurred in obtaining the land occupation of the site and the cost of accessing the public facilities. Party A and Party B estimate that the total development cost is about RMB × × yuan.
Article 8.03 The joint venture company shall entrust a suitable agency to arrange and start all matters concerning labor resettlement, land compensation, young crop compensation, new vegetable field development and demolition. Entrust the agency to complete these matters within six months.
Chapter IX Product Sales
Article 9.01 The joint venture company shall be responsible for selling its products in China and entrusting Party A as the sales agent of the existing customers of Party A. The terms and conditions of Party A's agency sales shall be stipulated in the sales agency contract signed between the joint venture company and Party A, or shall include the following principles:
1. Party A shall be the sales agent of the joint venture company's products sold to the existing customers of Party A.
2. Product promotion and advertising work should be carried out by the joint venture company.
3. The selling price of the product shall be determined by the joint venture company and will enable the product to be competitive in the domestic market.
4. Party A shall enjoy sales commission, and the proportion of the commission to net sales shall be determined by the joint venture company and Party A.
Article 9.02 The Class A, Class B and some Class D products of Party B, which are exported by the joint venture company, and the Class D products developed by the joint venture company and determined by the board of directors to be sold by Party B abroad shall be outsourced by Party B in China. The terms and conditions underwritten by Party B shall be specified in the underwriting contract entered into between the joint venture company and Party B and shall include the following principles:
1. Party B shall be the exclusive export product underwriter.
2. Party B shall purchase export products from the joint venture company at the ex-factory price of FOB Beijing. The price shall enable Party B to resell the export products at competitive prices in the international market. Party B shall provide the joint venture company with market information on sales outside China on a regular basis.
3. The joint venture company shall be responsible for obtaining the export license for the export product, and Party B shall be responsible for obtaining the sales license for the countries and regions responsible for the sales of the exported products.
Article 9.03 Class D products developed by the joint venture company may also be directly exported by the joint venture company.
Article 9.04 The joint venture company shall conduct a market survey to determine the local market conditions and understand the best ways and means of serving the domestic market. Accordingly, the joint venture company shall use the market survey data to establish its own Sales organization.
Chapter X Purchase of Equipment, Accessories and Packaging Materials
Article 10.01 After the board of directors has made the final decision on the production of the joint venture company, it shall purchase machinery and equipment according to the recommendation of Party B. Party B shall provide the model, specifications and suppliers of the equipment. In order to ensure the operation of the factory facilities in accordance with the "GMP" and Party B specifications, the joint venture company should purchase machinery and equipment from the reliable and reputable suppliers recommended by Party B. Party B shall assist the joint venture company to order machinery and equipment from overseas.
Article 10.02 on the purchase of parts, analytical measuring instruments, mechanical equipment, vehicles and office supplies, if it can meet the specifications, guarantee requirements, and other components, reliable and in other aspects such as service, repair, maintenance and improvement The service and quality meet the requirements and can be given priority in purchasing in China.
Article 10.03 Under the conditions of quality and quality control of Party B, the joint venture company may purchase excipients and packaging materials from Chinese or foreign sources.
Chapter 11 Supply of APIs
Article 11.01 The raw materials and substances required for the production of Class A products and Class D products developed by the joint venture company shall be purchased in China.
Article 11.02 In order to obtain the technical objectives of the technology transfer contract and maintain the highest production standards, the joint venture company shall purchase all the APIs it needs from Party B to produce Class B, Class C and Part D products.
Article 11.03 Party B shall supply the APIs mentioned in Article 11.02 to the joint venture company in accordance with the terms and conditions stipulated in the supply contract signed by Party B and the joint venture company. The supply contract shall include the following principles:
1. Party B's quotation for APIs shall not be higher than the average price of compensation from Party B to its subsidiaries from time to time, and the price conditions shall be CIF.
2. The APIs supplied to the joint venture company shall meet the standard specifications of Party B.
3. The forecasting, ordering and payment of all API requirements shall be in accordance with the provisions of the supply contract.
4. The JV Company agrees that it should only purchase all the APIs it needs from Party B or its subsidiaries.
5. The joint venture company pays the bulk drug in a freely convertible currency agreed by both parties.
6. The joint venture company shall be responsible for obtaining the necessary import license and government approval for the API and shall be responsible for paying any customs duties or taxes for the import.
Chapter 12 Design Preparation and Construction of Factory Facilities
Article 12.01 1. In order to ensure that the joint venture company will own and operate a modern pharmaceutical factory facility with advanced design features in order to comply with the "GMP" and X-party specifications, and in line with the Chinese government's design requirements, X should prepare the facility for the facility.
The joint venture company and the X party shall sign the design contract in accordance with the form and terms and conditions of the “design agreement” of the subsidiary file of this contract. × Fang cooperated with an XX design institute to complete the design work. The joint venture company will sign a design contract with the XX Design Institute to clearly define the division of labor, collaboration, responsibility and compensation. ×Party actively participated in the negotiation of the design contract.
2. × The party shall guide and supervise whether the design of the XX Design Institute conforms to the design specifications of the X-party by preparing the preliminary design and implementation design of the factory. ×Party has full responsibility for the design work. The design and drawings that need to be confirmed by X shall be arranged by the joint venture company to be translated into X text.
3. The design work and services of the X-party described in the above paragraph 2, together with the purchase of the X-party’s aircraft ticket by the expert/technician due to the design work, shall be registered as a party to the joint venture company in accordance with Article 5.04. Capital is invested and its price is XX US dollars. The joint venture company shall pay the accommodation fee for the expert/technician. The joint venture company shall be responsible for paying the design fee of the XX Design Institute.
Article 12.02 Within one month after the date of approval of this contract, the joint venture company shall establish a construction and preparatory office. The board of directors shall appoint staff of the preparatory office. The preparatory office shall work under the leadership of the general manager and deputy general manager of the joint venture company.
The general responsibilities of Article 12.03 Preparatory Office are:
1. The budget for the total design fee is prepared within three months of the date of approval of this contract. In order to facilitate the approval of the design of the competent department to assist the work of the party.
2. The construction contract is negotiated with the general contractor of the factory building.
3. Organize the purchase and inspection of the equipment and materials required for the construction of the factory, and handle all import formalities and customs declarations at the XX terminal.
4. Organize the installation of all equipment and facilities and conduct the test under the supervision of the X-party.
5. Determine the overall progress of the project construction.
6. Prepare an expense plan and conduct financial management of the project.
7. Prepare relevant management programs.
8. Store and organize archives, drawings, archives and materials during all stages of construction.
9. Prepare building reports that are reviewed by the board of directors on a regular basis.
Article 12.04 After the design of the factory is approved, the joint venture company shall sign a construction contract with the general contractor selected by the preparatory office. The construction contract shall be based on the approved design and the terms and conditions of satisfaction of the board of directors.
Article 12.05 The preparatory office shall supervise the implementation of the project to ensure that it meets the design and construction contract provisions.
The cost of the preparatory office for Article 12.06 and the remuneration of its staff shall be included in the construction budget of the joint venture company.
Article 12.07 After the completion of the construction of the factory, the preparatory office shall arrange for the board of directors to accept the project.
After the factory facilities are satisfied with the completion of the approved design and the completion of the handover program, the board of directors shall dissolve the preparatory office.
Article 12.08 In addition to the above work, other production preparations of the joint venture company during its construction period shall be arranged by the general manager and the deputy general manager according to the actual situation.
Chapter 13 Board of Directors
Article 13.01 1. The board of directors is the highest authority of the joint venture company, and the powers and duties of the board of directors are stipulated in the Articles of Association.
2. The major matters of the joint venture company shall be unanimously decided by the board of directors. This major matter is stipulated in Article 29 of the Articles of Association.
3. Other matters besides the above provisions shall be decided by a majority vote, but at least one of the directors appointed by the parties voted in favor. This matter is stipulated in Article 30 of the Articles of Association.
Article 13.02 The board of directors shall be composed of × directors, and each party shall appoint x directors. Party A shall appoint a chairman among its directors. Party B shall appoint a vice chairman among its directors.
The term of office of the directors, chairman and vice-chairman shall be four years and may be re-elected upon the appointment of the party.
Article 13.03 The date of issuance of the business license of the joint venture company shall be the date on which the board of directors is established.
Article 13.04 The chairman of the board of directors is the legal representative of the joint venture company. If the chairman of the board cannot perform his duties for any reason, the vice chairman shall be temporarily authorized to perform the duties of the chairman.
13.05 Board meetings shall be held once a year, and shall be convened and presided over by the chairman of the board of directors. The procedures of the meeting, quorum requirements, agency, voting, etc. shall be stipulated in Chapter IV of the Articles of Association.
Chapter 14 Management Organization
Article 14.01 The joint venture company shall have a general manager and a deputy general manager. The general manager and deputy general manager shall be appointed by the board of directors. The general manager shall be recommended by the X party and the deputy general manager shall be recommended by the X party. Their term of office is four years and they can be re-elected at the discretion of the board of directors.
Article 14.02 The general manager shall bear direct responsibility to the board of directors. He shall implement various decisions of the board of directors and shall organize and lead the day-to-day work and management of the joint venture company. The deputy general manager shall assist the general manager in his work. When the general manager is absent, the deputy general manager shall perform his duties on behalf of the general manager. The decision on the main matters needs to be signed by the general manager and the deputy general manager, and is stipulated in Article 33 of the Articles of Association.
Article 14.03 1. The joint venture company shall be established under the leadership of the general manager and the deputy general manager. The management department consists of the production and operation department manager, the quality control department manager, the workshop engineer, the personnel department manager, the financial management manager and the sales and material supply department manager. They shall be appointed by the board of directors. Each officer shall serve for a term of four years and may be re-elected at the discretion of the board of directors.
2. Party A shall recommend the Quality Control Department Manager, the Personnel Department Manager and the Chief Accountant. Party B shall recommend the manager of the production and operation department, the workshop engineer, and the manager of the sales and material supply department. Later, the board of directors may adjust the positions recommended by both parties.
Article 14.04 Senior staff members who have engaged in malpractices and serious misconduct may be dismissed at any time by the resolution of the board of directors. Those who violate the criminal law shall be liable under the Chinese criminal law for their criminal acts.
Article 14.05 The salary and remuneration of the senior staff of the joint venture company shall be determined by the board of directors according to the following principles:
The wages and remuneration of foreign employees of senior employees of the JV Company shall be similar to the average wages of similar employees of the same position in the Chinese pharmaceutical joint venture and shall be paid in a freely convertible currency agreed by both parties. If permitted by law, the portion of the wages and remuneration required for general daily expenses in China shall be paid in RMB at the discretion of the board of directors.
The salary and remuneration of Chinese local employees in the senior staff of the joint venture company are similar to the average wages of similar employees in the same position in the Chinese pharmaceutical joint venture. The wages and remuneration should be paid in RMB.
Article 14.06 If the board of directors decides, the joint venture company shall provide housing for foreign senior staff of the joint venture company at its own expense or by paying housing subsidies. The housing provided or the housing subsidy paid should have a reasonable standard, which is similar to the housing or housing subsidy standard provided by other Chinese pharmaceutical joint venture companies for foreign managers.
Article 14.07 All other matters, such as the allowances, benefits, travel expenses standards of Chinese and foreign senior staff of the joint venture company, shall be determined by the board of directors.
Chapter 15 Labor Management
Article 15.01 1. The employment, recruitment, dismissal and resignation of employees and workers of the joint venture company, as well as their wages, benefits, labor insurance, labor protection, labor discipline and other matters will be governed by the Labor Management Regulations of the Chinese and Foreign Joint Ventures of the People's Republic of China and their implementation. The regulations and the relevant provisions of the company's articles of association are handled.
2. The wages and remunerations of employees and workers of the joint venture company shall be formulated in accordance with the relevant provisions of the Chinese government. The individual wages shall be XX% of the actual wage income of the staff of the state-owned pharmaceutical enterprises in the XX area, and the wages shall be paid to each A staff worker.
3. Under the condition that the staff of the joint venture company is constantly suitable for the joint venture company, the joint venture company will try its best to extend the long-term employment policy of its staff and workers, and accept special training staff and workers for a period of not less than × years.
4. If the staff, workers are surplus or after training, they are still not suitable for the requirements of the joint venture company, the joint venture company may dismiss them, but will be compensated according to law.
5. The matters mentioned in paragraphs 1, 2, 3 and 4 above shall be specified in the labor contract signed between the joint venture company and the staff, workers' collectives or individuals, as determined by the board of directors. The labor contract should be filed with the municipal labor department.
Article 15.02 The incentives and welfare funds of the joint venture company can only be used to pay the bonuses and benefits of the employees and workers of the joint venture company, and must not be used.
Chapter 16: Trade Unions
Article 16.01 The staff and workers of the joint venture company shall have the right to organize trade unions and carry out trade union activities in accordance with the provisions of the Joint Venture Law and the Trade Union Law of the People's Republic of China. The joint venture company will support the work of the trade unions and give them the right to use the houses and equipment for the office, meetings and other activities of the trade unions.
Article 16.02 The trade union of the joint venture company shall enjoy the rights and obligations stipulated in Chapter IX of the Articles of Association in this joint venture company.
Article 16.03 The joint venture company shall allocate 2% of the total salary of the employees of the joint venture company to the labor union activities. The union will use the funds in accordance with the relevant regulations of the National Federation of Trade Unions.
Chapter 17 Taxation
Article 17.01 The joint venture company shall pay taxes in accordance with the Law of the People's Republic of China on Sino-foreign Joint Venture Income Tax and other relevant laws and regulations of China.
Article 17.02 The senior staff, staff and workers of the joint venture company shall pay personal income tax in accordance with the Individual Income Tax Law of the People's Republic of China and relevant laws.
Article 17.03 After the signing of this contract, Party A and Party B shall immediately submit this contract, the subsidiary file and the “Application for Tax Treatment of the Joint Venture Company's Joint Venture” to the Chinese taxation department for the early obtaining of the relevant tax notice.
Chapter 18 Financial Accounting System
Article 18.01 The financial accounting system of the joint venture company shall be formulated in accordance with the practice of the relevant international accounting standards in accordance with the “Financial Accounting System of Sino-foreign Joint Ventures” of the Ministry of Finance of the People's Republic of China.
Article 18.02 The joint venture company will use the international accrual accrual system and the debit and credit account bookkeeping method.
Article 18.03 1. The entire books and financial records of the JV Company shall reflect the financial results and the financial status of the JV Company on the date of its production in a reasonable, detailed, complete and accurate and fair manner.
2. All the vouchers, account books and statements of the joint venture company will be produced in Chinese. The main financial, accounting files and statements will be translated into English and their contents will be consistent with Chinese files and statements.
Article 18.04 The fiscal year of the joint venture company shall adopt the calendar year system, which shall be a fiscal year from January 1 to December 31 of the Gregorian calendar, but the first fiscal year of the joint venture company shall be established from the joint venture company. On the date of receipt of the business license, the last fiscal year is due to the dissolution of the joint venture company or the expiration of the joint venture.
Article 18.05 The joint venture company shall use RMB as the standard currency for bookkeeping, and at the same time, use the currency actually paid. Foreign exchange is converted into RMB according to the foreign exchange ratio value announced by the State Administration of Foreign Exchange on the same day.
第１８．０６條合營公司將在中國銀行××分行分別開立人民幣和外匯帳戶，並可在中國國家外匯管理局批準的其它銀行開立外匯帳戶。
第１８．０７條１．合營公司的總會計師負責合營公司的財務會計工作。
2.總會計師將按期向董事會提供合營公司的財務報告。
第１８．０８條１．合營公司將聘請一名獨立的來自於註冊的會計師事務所的中國註冊的審計師負責年度驗證合營公司的報表及財務報告。
第十九章外匯
1.該審計師的報告將提交給董事會和總經理。
2.各方有權在任何時候聘請會計師審查合營公司的報表和財務報告，費用自理，合營公司將為此種審查提供便利。
第１９．０１條合營公司將在法律允許範圍內採用各種適當的辦法努力保持外匯收支平衡。
ａ）通過出口合營公司的產品取得外匯，乙方將根據本契約第９．０２條規定由乙方與合營公司簽定包銷契約，乙方負責出口合營公司的產品。在開始商業性生產起×年內該出口作為外匯的主要來源。該×年後合營公司的產品的出口將繼續增加以創所需的外匯。
ｂ）在合營期間內，如上述ａ）的辦法尚不足時則合營公司或乙方將使用下列辦法創外匯。
根據《國務院關於中外合資經營企業外匯收支平衡問題的規定》的第六條，經有關部門批準後，合營公司可利用乙方的銷售渠道推銷國內產品出口。“國內產品”包括甲方所生產並同意出口的任何產品和乙方認為可以成功地銷往國外的其它任何第三方生產的任何產品。
根據外匯平衡規定的第八條，經有關部門批準後合營公司可以向有外匯支付能力的企業銷售產品，並以外幣計價結算。
根據外匯平衡規定的第九條，乙方已在中國境內設立的其它合資企業的合法收入的外匯有餘額時，經有關部門批準後，乙方可調劑解決合營公司與乙方所設立的其它合營企業的外匯問題。
在特殊情況下，乙方同意，合營公司可以用人民幣支付乙方的利潤。根據外匯平衡規定的第十條，經有關部門批準後乙方可用人民幣再投資於國內能夠新創外匯或新增加外匯收入的企業並享受外匯平衡規定第十條所給予的優惠。
根據外匯平衡規定第五條，經有關部門批準後，合營公司可向中國國內使用者銷售其產品，替代進口，收取外匯。
在其它現行或將來的規定允許範圍內，合營公司或乙方可採用其它手段以求其外匯收支平衡。
第１９．０２條合營公司的一切外匯事宜，按《中華人民共和國外匯管理暫行條例》和其它有關規定及本契約的規定辦理。
第１９．０３條合營公司的一切外匯收入將存入在中國銀行開戶或經中國國家外匯管理局批準的其它銀行的外匯存款帳戶。合營公司的一切外匯支出從該外匯存款帳戶中支出。
第１９．０４條根據合營公司債務和需要，董事會應決定合營公司外匯支付順序。
第二十條利潤分配
第２０．０１條合營公司將從其稅後利潤中提取儲備基金，企業發展基金，職工獎勵福利基金。提取比例由董事會決定，但提取職工獎勵福利基金的比例為稅後利潤的×％。
第２０．０２條１．每個會計年度的前三個月，總經理負責準備上一年度的收支平衡表，損益報告書及利潤分配方案並提交董事會審查批準。
2.董事會將決定是否將提取三項基金後的稅後利潤分配給各方。任何利潤的分配將按合營各方出資額在合營公司註冊資本中所佔比例進行分配。
第２０．０３條原則上，合營公司將用外匯支付乙方分得的利潤，在特殊情況下，合營公司的外匯不足以支付乙方的利潤，合營公司應選擇下列之一：
ａ）乙方同意後，以人民幣支付乙方的利潤或：
ｂ）直至合營公司獲得足夠的外匯，合營公司將：
ｉ）提取應付乙方同等金額的人民幣並將該筆人民幣在中國存入有利息帳戶，一旦獲得充裕的的外匯後，合營公司將以外匯支付乙方的利潤，以人民幣支付其存款利息。或：
ｉｉ）提取應付乙方的同等金額的人民幣作為合營公司的流動獎金。一旦獲得充裕的外匯，合營公司將以外匯支付乙方的利潤以人民幣支付其利息。利率將按合營公司決定使用這項資金之日中國銀行貸給其它中國國營企業的類似貸款利率而定。
第二十一條保險
第２１．０１條合營公司的一切保險事宜應向中國人民保險公司或中國有關部門批準的其它保險公司投保，董事會將決定保險的種類、範圍，價值以及保險期限。
第二十二章保密
第２２．０１條１．合營公司對甲方或乙方提供給合營公司的一切保密資料，專有技術和技術要嚴格保密，並隻能在合營公司的業務範圍內使用。
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