Sino-foreign joint venture contract (3)
Industrial contract reference format
table of Contents
Foreword
1) Definition
2) Company name, legal address
3) Purpose, business scope
4) Registered capital and investment
5) Profit distribution and loss sharing
6) Rights, debts and liabilities
7) Board of Directors
8) Management organization
9) Technology investment and technology transfer
10) Production planning, purchase and sales
11) Bank account and foreign exchange arrangements
12) Finance, accounting, auditing, insurance
13) Taxation
14) Employment, dismissal, wages and benefits of company employees
15) Preparation period
16) Trade unions
17) Term, dissolution and liquidation
18) Force majeure
19) Confidentiality
20) Liability for breach of contract
21) Settlement of disputes and applicable law
22) Contract files and text
23) Contract validity period and modification
24) Notice
Subsidiary file, accounting program
Preface
×× is an independent legal person organized and established in accordance with the laws of the People's Republic of China. Its headquarters is located in ××××.
××× Its main business location is located at ×××××.
The two parties reached an agreement on the contents of the following articles and their subsidiary files in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures through friendly negotiation and signed this contract.
First definition
Unless the meaning of special needs is clearly defined in the context of this contract, the following terms are defined in this contract as follows:
1.1 The company is a ×××× company jointly operated by Nail B.
1.2 Proprietary technology refers to the transfer of technology transfer and license from the company to the company, the design, production, manufacture and sale of the company's products, as well as the technical transformation required to improve the company's products. All know-how, knowledge, experience and skills. It includes technical materials, drawings, test methods, test reports, manufacturing processes, equipment specifications, quality control, computer programs and applications, installation and commissioning methods, business management, sales, technical services, and technical personnel dispatched by X-party through its affiliates. The experience, knowledge and skills of managers and workers.
1.3 A patent is an invention obtained by X Party from its affiliated company, which has obtained patents in X Country and other countries and transferred the technology transfer and license contract to the company.
1.4 Contracted products are power station boilers, industrial boilers and related products designed, manufactured, manufactured, installed and commissioned by the company in accordance with the requirements listed in the attached files of this contract.
1.5 Industrial boilers refer to steam boilers with a pressure less than XX kg/cm 2 and a capacity of less than XX t/h and hot water boilers of different capacity grades.
1.6 Power station boiler refers to a boiler with a capacity greater than or equal to ××MW for power generation.
1.7 The date of signature refers to the date on which the joint venture parties formally sign this contract.
1.8 The date of approval refers to the date on which the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China formally approves this contract.
1.9 The date of establishment refers to the date on which the Administration for Industry and Commerce has registered and issued the business license of the company after approval by the above-mentioned authorities.
1.10 The preparatory period refers to the period of not more than × months after the date of establishment.
1.11 The opening date refers to the date when the company begins its business and production at the end of the preparatory period.
1.12 Contract means the contract and its subsidiary files.
1.13 Affiliated company means any direct or indirect parent company with any legal person status of any of the joint ventures and a subsidiary of either the joint venture or the parent company directly or indirectly.
1.14 The competent authority means XX.
Second company name, legal address
2.1 The parties agree to form a limited liability company in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws, decrees and regulations. The Chinese name is ××××, the English name is ××, and the legal address is ××. ××.
2.2 The name and address of the company may not be changed without the unanimous written consent of both parties. When the company is reorganized, changed or expired, it shall be reported to the Ministry of Foreign Economic Relations and Trade for approval and the Administration for Industry and Commerce for change or restoration of registration.
2.3 The company is a legal person of the People's Republic of China and a limited liability company. All activities of the company shall comply with relevant laws, decrees, regulations and regulations of China.
2.4 When the company's joint venture expires, terminates, dissolves or X is no longer the owner of the company's assets, X agrees to change the name of the company after the company has completed the sales contract, and the changed company The name no longer has "×××" or similar words. × Fanghe Company will try its best to complete the change of company name within six months after the expiration, termination or dissolution of the joint venture or the fact that X is no longer the owner of the asset.
2.5 According to the needs of business development, with the approval of the Board of Directors, and approved by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China, the company may establish branches, subsidiaries, affiliates, offices and agencies in China, or establish them in other countries and regions. Sales organization.
Article 3 Purpose, business scope
3.1 The company's mission is to design, manufacture, manufacture and assemble power station boilers, industrial boilers and related products and services in China, and to sell these products in China and abroad to obtain reasonable profits. The company may engage in other appropriate business activities as determined by the board of directors and approved by the relevant authorities of the Chinese government.
3.2 The company's business scope is as follows:
Design, manufacture, manufacture and sale of various power station boilers, industrial boilers and other related products;
Assembling, repairing, maintaining and commissioning the above products;
Importing the raw materials or components related to the above products and selling the above products in the domestic and foreign markets.
3.3 The company's production, sales and development plans are as follows:
Initial goal:
×××× years ago, the company has achieved the annual production capacity of ××kW power station boilers and ×× steam tons/hour industrial boilers. ×××× years ago, the company achieved the annual production capacity of ××kW power station boilers and ×× steam tons/hour capacity.
Product quality should meet international standards and be reasonably profitable. The company's products are mainly XX, XX kilowatt power station boilers.
development Goals:
After ×××× years later, according to market needs, the company will take XX kilowatt power station boilers and supercritical parameters ×× boilers as development targets.
Article 4 Registered Capital and Investment
4.1 The total investment of the company ×××× is XX US dollars and the registered capital is XX US dollars. Party A subscribes for XX%, which is XX US dollars, and Party B subscribes for XX%, which is XX US dollars. The registered capital of the company shall be delivered by Party A and Party B in proportion to their capital contribution. The amount payable for each period is as follows:
1 Within the period of × months from the date of establishment of the company, Party A shall invest in the plant, building, machinery and equipment and materials in the value of × × US dollars; Party B shall use the technology of XX USD cash and price × × US dollars. Do it for investment.
In the year of 2××××, both parties shall pay XXX USD, and each Party A and Party B shall each share the share capital × × USD
In the year of 3××××, Party A and Party B each paid XXX USD and each of them made an investment of XX USD in the profits shared by the parties; both Party A and Party B accumulatively subscribed for share capital × × US dollars.
In the year of 4××××, both parties of the Company and Party B took out XX US dollars as investment from the profits shared by the parties in the company; each Party A and Party B accumulatively subscribed for the share capital × × US dollars.
In the year of 5××××, both parties will take XX dollars as investment in the profits shared by the parties in the company; the two parties will accumulate the share capital × × US dollars.
For the X-party cash investment mentioned in the above items 4.11, 2, etc., the board of directors has the right to decide to accept the advanced machinery and equipment required by the company to replace the cash investment of the party.
4.2 The capital contribution methods of both Party A and Party B are as follows: × Party is funded by plant, building, machinery, equipment, inventory materials and RMB cash. ×Party is funded by advanced machinery, equipment, license technology and foreign exchange cash.
4.3 Both parties shall be responsible for the company's debts with their respective contributions. The two parties share profits in proportion to their respective capital contribution in the registered capital, sharing risks and losses.
4.4 After the two-way company pays off the dividends payable in each period, the accountant hired by the company in China will verify the capital and issue a capital verification report. The audit of the capital verification report is undertaken by an international accounting firm and a Chinese registered accounting firm. The above-mentioned audit fees borne by the international accounting firm shall be borne by the X-party, and the audit fees borne by the Chinese-registered accounting firms shall be borne by the X-party. According to the capital verification results, the company will issue a capital contribution certificate to both parties, and the capital contribution certificate shall include the following items:
company name;
The company is established year, month and day;
The name of the funder and the amount of funds it has contributed, including the price agreed by the two parties in the subsidiary file of the investment content;
Investing in the year, month and day;
The capital contribution certificate is issued on the year, month and day.
4.5 The capital contribution certificate shall be issued jointly by the chairman and vice chairman.
4.6 Due to special circumstances, if the X party needs to sell or transfer part or all of its share of the company's registered capital to an affiliate company of the X party, the X party will give written approval if the following conditions are met. 1 The affiliated company must be able to effectively perform all the obligations stipulated in this contract like the X party; 2 the affiliated company obtains the same conditional guarantee from ××× as the X party, guaranteeing the related company's obligation to perform this contract; Such sale or transfer shall be reported to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for review and approval.
Except for the above, any party to the joint venture who wishes to transfer, sell or otherwise dispose of all or part of its share of the company's registered capital must obtain the prior consent of the joint venture, and any party to the joint venture needs to obtain the consent of the other party. Transfer, sale or disposal of its share of the company's registered capital as follows:
When either party wishes to transfer, sell or otherwise dispose of all or part of its share of the company's registered capital, the disposing party shall notify the joint venture in writing and give the joint venture a x month preemptive right, The term of the pre-emptive right is counted from the date on which the joint venture receives the notice. Disposition of the conditions The conditions proposed by the joint venture shall be the same as those imposed on any third party assignee or purchaser.
If the joint venture does not exercise its right of first refusal within × months, the disposing party may transfer its share of the registered capital to a third party on the same conditions as the joint venture.
If you choose to purchase more than one of the disposing parties' share of the registered capital, these purchasers will share profits and losses in proportion to their share of the purchase.
The disposing party shall provide the other party with a share transfer or sale agreement between the disposing party and the third party.
The operation of the company and the performance of this contract will not be affected by the transfer, sale or any other means of disposal of the company's registered capital.
The third party assignee and the purchaser guarantee to the other parties to the joint venture that he will fully and faithfully perform all obligations and responsibilities of the disposing party in accordance with this contract.
Any part of the joint venture that transfers, sells or otherwise disposes of its share of the registered capital of the company in accordance with the provisions of this article shall be approved by the board of directors of the company and reported to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for approval. After the approval, the company will go to the local industrial and commercial administration to handle the change procedures.
4.7 The proportion of the capital contribution of the two parties needs to be changed. The decision of the board of directors shall be decided unanimously, and the approval of the joint venture parties shall be reported to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for approval.
4.8 After receiving the resolution on the replenishment of the board of directors and the written approval of both parties, both parties must provide reinvestment in accordance with their respective capital contribution ratios within the time limit prescribed by the board of directors.
4.9 The registered capital of the company shall not be reduced during the company's joint venture period.
4.10 From the first year to the first year from the date of commencement of the company, the company shall pay the usage fee of RMB×yuan per square meter per year. The area of use of the company can be adjusted with the consent of both parties to reflect the actual use of the land. After × year, the increase or decrease of the site usage fee will be implemented in accordance with relevant Chinese laws and regulations. The company shall sign a land use contract containing this clause.
4.11 The investment of both parties is translated into RMB at the exchange rate announced by the State Administration of Foreign Exchange of China on the date of capital contribution. The date of contribution refers to the date of submission of buildings, equipment, inventory, and instruments, that is, the date on which the company receives the assets. The first technical contribution date is the date the company receives the first receipt. The share capital of both parties should not change due to exchange rate fluctuations. The losses and gains caused by exchange rate fluctuations shall be recorded in the company's books and accounts, and thus will not affect the percentage of equity of both parties.
Article 5 Profit Distribution and Loss Sharing
5.1 The company's annual net profit is the profit after the company's gross profit is paid according to the tax law of the People's Republic of China.
5.2 During the joint venture period, the company's annual net profit, after deducting the reserve fund, employee incentive and welfare fund, and enterprise development fund determined by the board of directors as the distributable profit, shall be distributed according to the proportion of the capital contribution of the two parties. Reserve funds, employee incentives and welfare funds, and enterprise development funds should exceed XX% of net profit.
5.3 When the board of directors decides to distribute profits, it shall allocate the profits of the previous fiscal year within the first × months of each fiscal year.
5.4 If there is any loss in any fiscal year, the loss can be incorporated into the next fiscal year and made up by the profit of the next fiscal year. Before the loss is fully compensated, neither party will distribute the profit.
5.5 If the accumulated loss at any time exceeds or equals × × of the company's registered capital, the board of directors will hold a special meeting to discuss the future of the company.
Article 6 Rights, Debts and Liabilities
6.1 Both parties have the right to share the company's profits in proportion to their registered capital.
6.2 The liability of any party to the company is limited to the amount of capital invested in the company.
6.3 Before the company's opening date, in order to enable the company to fully and properly carry out its business activities, if necessary, the parties will be in the financial plan, foreign personnel employment, know-how, expertise, management, project management, supervision and The company will support the company in terms of control; X will transfer the applicable advanced technology to the company in accordance with the technology transfer and license contract, so that the boiler produced by the company can reach the level of X; during the contract, X will assist the company to dispatch The trainers and other personnel working together shall go through the procedures for entry visas, work permits, travel and accommodation arrangements in the country of X; assist the company in the procedures required to purchase equipment and purchased parts for the company in accordance with the export regulations and regulations of the country. . These support services will not charge the company unless otherwise specifically agreed to, or if there are other provisions in any of the affiliate files.
6.4 During the period of this contract, the support of the X party will include: handling the application for approval of the establishment of the company by the Ministry of Foreign Economic Relations and Trade; handling the company's registration procedures and obtaining business licenses with the relevant government agencies; assisting the application to the company or both parties in accordance with Chinese law Possible reduction or exemption of taxes; assistance in applying for foreign exchange to relevant government agencies to pay for the items listed in 11.4, assisting in the application for land use rights, customs declaration of imported equipment, recruitment of local Chinese operations and management personnel, workers and Other personnel in need, assist foreign staff to obtain entry visas, work permits and travel arrangements to assist in finding suitable domestic materials and domestic users. These support services will not charge the company unless otherwise agreed or otherwise provided by the contract or in any of the accompanying files.
6.5 When engaging in all business activities of the company, neither party may violate any laws and regulations promulgated by the People's Republic of China, nor violate the laws of the two parties where the company operates. In the execution of this contract, either party to the joint venture shall ensure that it does not violate the laws and regulations promulgated by the location of either party or the location of the affiliated company of either party.
Article 7 Board of Directors
7.1 The board of directors shall be composed of × people, Party A, person, Party B, person, chairman shall be appointed by the party, and vice chairman shall be appointed by the party. The parties shall appoint and dismiss their appointed directors in writing. The term of office of the directors is × years, and the appointed party will continue to be appointed for re-election.
7.2 The board of directors is the highest authority of the company. The board of directors will discuss, deal with and decide on major issues of the company on the basis of friendly negotiation based on the principle of equality and mutual benefit.
7.3 The board of directors has the following powers:
Amend the articles of association;
Extend the company's time limit, terminate or dissolve the company;
Decide on annual production plans, sales plans, and development plans.
Approve the annual financial budget, final accounts, and annual accounting and financial statements;
Determine the maximum amount of liquidity and borrowing above this limit;
Decide on an annual profit distribution plan;
Appointment and dismissal of general manager, deputy general manager, general lecturer, auditor and other senior management personnel, and determine their authority and treatment;
Establish or restore branches, subsidiaries, affiliates, offices and agencies, and determine where they are established;
Approve the annual report of the general manager;
Through the company's labor contract and various important rules and regulations;
Discuss issues such as the increase in the registered capital of the company, the adjustment of the proportion of capital contribution and the transfer of registered capital, and make appropriate recommendations to both parties.
According to the "Labor Regulations for Sino-foreign Joint Ventures", formulate the wage standards, wage forms, incentives and allowances for employees of the company;
Determine the company's business policy and approve the business plan;
Decide on the proportion of the three funds of the company as specified in the second paragraph of Article 5 of this contract;
Discuss proposals for early termination of the contract. Responsible for clearing settlement work when terminated or expired;
Hire a Chinese registered auditor;
Change the company name;
It is proposed to increase or decrease the number of directors;
It is proposed to add, change or cancel the restrictions on the transfer of interests of one party in the company;
To obtain, by purchase, lease or other form, real property and private property that the Board considers necessary or appropriate for the company's business activities.
Approve the sale, lease, exchange or transfer of all or part of the company's property or other assets;
Merger and dissolution of approvals and other companies or legal entities;
Formulate company policies regarding bidding, preparation of bids and submission of bids, procurement, services, insurance and other necessary policies;
Have the right to issue a guarantee to the company or on behalf of the company;
The right to obtain a mortgage, collateral, mortgage, lien or any right of claim for the property of the company;
Approve the opening of an account and restore the account;
Approve borrowing funds.
7.4 Board meeting
The board of directors meets at least once a year and is chaired and presided over by the chairman. If the chairman is unable to participate, the vice chairman is responsible for convening. If the chairman and vice chairman are unable to attend the meeting, the chairman will authorize a director to convene and preside over the meeting.
Board meetings shall be held by a majority of all directors present or on their behalf. Directors may not attend, and a power of attorney shall be issued to entrust representatives to attend and vote.
Board meetings should generally be held at the company's location, and the board of directors may decide to hold it at other locations.
Board meetings include ad hoc meetings, at least in the days before the meeting, by letter, telegram or telex to inform the directors. Representatives of directors may be appointed once a year or before each meeting to attend any meeting as a legal representative.
The decision of the board of directors shall be made through friendly consultations in accordance with the principle of equality and mutual benefit. Each director has only one vote. Except for matters such as 7.3, , , , and etc. that may be decided by all directors who are present or entrusted to agree, any resolution of the board meeting shall be agreed by at least 3% of the quorum.
The board meeting will be recorded in both Chinese and English. After the meeting, the records will be organized into written files for distribution to each director. Each director shall submit amendments or additional comments within 30 days of receipt of the written file, otherwise the written file will be deemed to be the official file of the board meeting. Notice of the board meeting shall be sent to the directors in accordance with the text specified in Article 24 of this contract.
All meeting files of the board of directors will be stored at the company headquarters.
The company shall reimburse or assume the reasonable total tolls and living expenses required for the directors to attend the board meeting, except for the directors residing at the meeting place.
The notice of the meeting must be attached to the agenda proposed by the chairman of the board of directors. The agenda items proposed by any director shall be notified to all other directors within the first ten days of the date of the meeting.
If all directors sign a "exemption notice" before or after the meeting, a board meeting may be waived. The "Notice of Disclaimer" shall be included in the minutes of the meeting.
Article 8 Business Management Organization
8.1 The company implements the general manager responsibility system under the leadership of the board of directors. The company has one general manager and one deputy general manager, appointed by the board of directors.
8.2 The functions of the general manager and deputy general manager are:
The general manager is responsible for the overall work of the company's daily operations and management in accordance with the decisions of the board of directors. The deputy general manager assists the general manager. The general manager represents the company externally within the scope authorized by the board of directors. When the general manager is absent or unable to work, the deputy general manager shall exercise the duties and powers of the general manager, and the important decisions of the company shall be signed by the general manager and the deputy general manager;
The general manager and deputy general manager may attend the board meeting and have the same rights as the directors to receive notices of the meeting and relevant materials. In addition to concurrently serving as a director of the company, the general manager and deputy general manager have no voting rights on the board of directors;
The general manager shall submit the production plan, sales plan and financial budget for the next year to the board of directors for approval and approval before the end of October each year;
The general manager shall submit the previous year's work report and financial final accounts to the board of directors before the end of February each year, and provide convenience for the board of directors to inspect and audit the company's accounting accounts.
8.3 The company's initial management and organization are detailed in the attached file. Changes in management and organization should be a major issue for the company, which should be submitted by the general manager and approved by the board of directors.
8.4 General Manager, Deputy General Manager Term of office × year. The general manager and deputy general manager shall not concurrently serve as the general manager or deputy general manager of other economic organizations, nor shall they have any relationship with other economic organizations that compete with the company.
8.5 If the general manager or deputy general manager finds that there are acts of malpractice, corruption, or serious dereliction of duty, he may be removed at any time by resolution of the board of directors.
Article 9 Technology Investment and Technology Transfer
9.1 The technology and equipment to be funded shall comply with the relevant provisions of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and the Implementation Regulations of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures.
9.2 The company will provide the necessary technical materials, technical specifications, drawings, designs and other detailed information from the establishment of the company. For details, please refer to the technology transfer and the sub-files of the license contract.
9.3 The parties will provide personnel training based on technology transfer and licensing contracts and training programs.
9.4 The party will guarantee that the technology it provides should be commercially available in accordance with the technology transfer and license contract, and is suitable for the latest technology required for the company's production and operation.
9.5 The company will enter into a technology transfer and license contract for the technology that the party has funded, see the attached file.
9.6 Both parties agreed to establish a computer terminal station and connect it to the computer of the × company of the company X.
Article 10 Production Planning, Purchase and Sale
10.1 The company shall immediately implement the technical transformation of the plant in accordance with the factory renovation plan formulated in the approved feasibility study report and produce the ××MW power station boiler from the date of establishment from the date of establishment, and then produce ×× MW power station boiler.
10.2 The company's production plan is subject to the guidance of the competent government authorities.
10.3 The company's production plan shall be approved by the board of directors and reported to the competent department of the company for the record.
10.4 If there are raw materials, fuels, supporting parts and tools that meet the technical requirements in China, the company will give priority to purchasing these materials in RMB at market prices in China. The purchase price is in accordance with the Regulations on the Implementation of the Sino-foreign Joint Venture Law. Article 15 shall be equivalent to the price at which the Chinese state-owned company purchases the same materials. The materials that need to be imported are imported from countries with preferential prices under the premise of ensuring quality, performance and delivery time. The company purchases materials and accessories from X Fang and XX for the internal preferential prices of other similar joint ventures by ××××. If the company purchases any materials, components and services from X-party or its affiliates, it shall provide the X-party with a non-recoverable US dollar quota certificate issued by the Bank of China, or other foreign exchange quota certificates accepted by the X-party.
10.5 The company will sell its products both in China and abroad. ×Parts or its affiliates shall sell the company's products abroad as a sales representative of the company in accordance with the sales representative's agreement. Therefore, the company will make every effort to make the products meet international standards as soon as possible. From the year of ××××, the export target of the company's products It is XX%, and it reaches the foreign exchange balance in the first year after the opening of the business. If the company has foreign exchange income items in China, it can also be used as a measure to achieve foreign exchange balance. If the company's foreign exchange is unbalanced, the company should follow the "Chinese and foreign people's Republic of China. Article 75 of the Implementation Regulations of the Joint Venture Enterprise Law shall apply to the relevant government departments of China for assistance.
10.6 The company will enter into a sales representative agreement with XX.
Article 11 Bank Accounts and Foreign Exchange Arrangements
11.1 After obtaining the business license issued by the Administration for Industry and Commerce of the People's Republic of China, the company shall open a RMB account and a foreign currency account in the name of “××××” with the business license.
11.2 All foreign exchange matters of the Company shall be handled in accordance with the Interim Regulations on Foreign Exchange Administration of the People's Republic of China and relevant administrative measures.
11.3 The company's long-term goal is to maintain its own foreign exchange balance. If the company cannot maintain foreign exchange balance, the board will discuss this issue and propose a corresponding solution in accordance with Article 10.5.
11.4 The order in which companies pay foreign exchange is:
Foreign exchange loan
Wages and expenses of temporary and permanent employees of the company;
The price and cost of imported materials;
Engineering design and other technical service fees;
× The technology transfer royalties due to the party;
× The dividend that the party should receive;
× The dividend that the party should receive;
Payment of other items;
Article 12 Finance, Accounting, Auditing, Insurance
12.1 The company's financial accounting system is formulated in accordance with the “Accounting System for Sino-foreign Joint Ventures of the People's Republic of China” and reported to the local financial department and the tax authorities for the record. The company accepts the inspection of the company's financial and accounting work by the tax authorities.
12.2 The company adopts the international accrual accrual system and the debit and credit accounting method. The accounting program is approved by the board of directors.
12.3 The company employs an accountant registered in China to audit the company's annual statements and annual accounts, and issue an audit report. Both parties to the joint venture have the right to audit the company's accounts, and the expenses required are borne by the auditor. The company shall provide the required documents, books and related materials to the auditors.
12.4 The company's property, transportation and other insurance should be insured with the People's Insurance Company of China.
Article 13 Taxation
13.1 The company pays various taxes in accordance with the relevant laws of the People's Republic of China.
13.2 The employees of the company pay individual income tax in accordance with the Individual Income Tax Law of the People's Republic of China.
13.3 The company will apply to the relevant government agencies of China for various possible tax reductions or exemptions. In particular, the company may apply for a tax deduction for the royalties in accordance with the Ministry of Finance's interim regulations on the reduction of royalties and the exemption of income tax on proprietary technology. The company has the right to preferentially enjoy the part of the tax that can be reduced or exempted in the People's Republic of China or the part of the tax that affects the interests of the parties in any tax treaty.
Article 14 Employment, Dismissal, Wages and Benefits of Company Employees
14.1 According to the labor contract and the “Regulations on the Labor Management Regulations of the Chinese-Foreign Joint Venture Enterprises of the People's Republic of China”, the employment, dismissal, resignation, upgrading, downgrading and transfer of the employees of the company shall be negotiated by the general manager and the deputy general manager, and the general manager shall make a decision. . The salary and welfare of employees of the company shall be recommended by the general manager to the board of directors. The board of directors shall examine and approve according to the Regulations on Labor Management of Sino-foreign Joint Ventures of the People's Republic of China.
14.2 The number of people required for effective work of the company is determined by the board of directors. The required Chinese employees shall be recommended by the X-party or the relevant labor administration department of China, and selected by the company's examinations. The labor contract shall be signed by the trade union on behalf of the employees.
14.3 The senior management of the company is recommended by Party A and Party B and is directly appointed by the board of directors.
14.4 The salary standards for employees of the company, the salaries and allowances of foreign employees, etc. can be found in the attached files.
Article 15 Preparation period
15.1 The period from the date of establishment of the company × month is the preparatory period of the company.
15.2 During the preparatory period of the company, a preparatory group will be established under the board of directors. The preparatory group consists of designated personnel from both sides. The preparation, remuneration and expenses of the preparatory team are determined by the board of directors and paid by the company.
Article 16 Trade unions
16.1 The employees of the company have the right to establish grassroots trade union organizations in accordance with the Trade Union Law of the People's Republic of China and the Constitution of the All-China Federation of Trade Unions. The company's trade union is the representative of the employee's interests. It has the right to sign labor contracts with the company on behalf of the employees and supervise the execution of the contract.
16.2 When the board of directors of the company discusses major issues related to production planning and development planning, the representatives of the trade unions have the right to attend the meeting to reflect the opinions and requirements of the employees. When the board of directors of the company studies and decides on issues such as employee rewards, wage system, production welfare, etc., representatives of the trade unions have the right to attend the meeting. The board of directors should listen to the opinions of the trade unions and obtain the cooperation of the trade unions.
16.3 The company shall be handed over to the trade unions at a rate of 2% of the total actual wages of the employees. The trade unions of the company shall be used in accordance with the relevant regulations on the management of trade union funds formulated by the All-China Federation of Trade Unions.
Article 17 Term, Dissolution and Liquidation
17.1 The company's joint venture period is XX years. The term of the joint venture shall be counted from the date of issuance of the company's business license.
17.2 If the company's joint venture period is extended with the written consent of both parties, the company will submit an application for extension of the joint venture period signed by the authorized representatives of the joint venture parties to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China before the expiration of the joint venture. After approval, the company shall go through the extension formalities with the Administration for Industry and Commerce.
17.3 With the approval of the Ministry of Foreign Economic Relations and Trade of the People's Republic of China, the company is dissolved under the following circumstances:
The company expires and the parties have not agreed to extend the company's joint venture period;
The company is unable to continue to operate due to serious losses;
Either party is unable or unable to perform its obligations under this contract, resulting in the company being unable to continue its operations;
Due to the serious damage suffered by the force majeure company, it is impossible to continue to operate;
Both parties agreed that it is necessary to dissolve;
Either party is excluded from the management of the company;
All or part of the company’s assets or property are confiscated, forcibly requisitioned and it is impossible to exercise normal management.
The dissolution of any of the above cases must be approved in advance by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China.
17.4 When the company declares to be dissolved, the board of directors shall propose the procedures, principles and liquidation committee candidates for liquidation according to the provisions of Chapter 16 of the “Accounting System for Chinese-Foreign Joint Ventures of the People's Republic of China” promulgated by XXX××××. Report to the competent department of the enterprise for review and supervision of liquidation.
17.5 After the company is dissolved, various books and files are stored by the X party. If the X party needs it, it can be consulted.
Article 18 Force Majeure
18.1 Any party that is delayed or unable to perform its contractual obligations due to a force majeure event shall not be liable for delaying performance or failure to perform contractual obligations.
18.2 The meaning of force majeure in this section means any XX of any business activity governing the company or parties or any agent in any way, whether in the form of XX or any other order, × × and written instructions; or XX, XX, war, XX or other × × × ×, fire, flood; or all other reasons that the company or the affected party or both parties cannot reasonably control. The party affected by the force majeure event shall promptly notify the other party of the occurrence and impact of the force majeure event, and take reasonable actions to mitigate the consequences, and send the certificate of the relevant authority to the other party by registered mail.
18.3 If the purpose of this contract is severely and irreparably damaged as a result of a force majeure event, the event should be referred to the Board of Directors to determine the appropriate action to be taken.
Article 19 Confidentiality
Party A and Party B hereby agree that all information and any other information obtained by the other party and its employees from the other party or other affiliated company shall be kept strictly confidential due to participation in the activities related to the joint venture contract, and shall be disclosed only when the other party authorizes the law or requires the law. The above information and information. The discharge of confidentiality obligations shall be no earlier than the following period: from the date of expiration of the company × after the year; from the date of expiration of the technology transfer and license contract × after the year.
Article 20 Liability for breach of contract
20.1 If either party breaches the contract, the other party has the right to require the defaulting party to take remedial measures within a reasonable period of not less than XX days.
20.2 If the party breaching the contract does not take remedial measures or take remedial measures, it cannot fully compensate for the losses suffered by the other party, and the other party has the right to claim damages.
20.3 If one party violates the contract and the purpose of this contract is seriously and irreparably damaged, the other party has the right to terminate the contract in writing within XX days after the occurrence of the breach of contract in XX days. This termination does not affect the right to claim compensation.
20.4 The amount of the loss arising in clauses 20.1, 20.2 and 20.3 above agrees to be determined in accordance with international practice.
２０．５ 在任何情況下，任何一方對另一方的利潤損失和間接損失不負責任。
第二十一條爭議的解決
２１．１ 對本契約的任何條款的執行或解釋所引起的任何爭議，雙方應盡量大努力友好協商解決。
２１．２ 如果雙方在××天內通過友好協商不能就本款上項達成協定，任何一方都可以將此爭議提請××××仲裁院按照其仲裁規則進行仲裁，仲裁的裁決是終局裁決，該裁決對雙方都有約束力。中文和英文為仲裁所使用的正式語言。
２１．３ 在仲裁過程中，除爭議事項外，雙方應繼續執行本契約和公司章程中的其它所有條款。
２１．４ 本契約的終止不影響雙方將與本契約有關的爭議按本條的規定提交仲裁的權利。
２１．５ 仲裁費用將由仲裁院在裁決書中確定並由敗訴方負擔。
２１．６ 本契約的適用法是中華人民共和國的法律。
第二十二條契約檔案和文字
２２．１ 本契約用中英兩種文字書寫，兩種文本具有同等效力。
２２．２ 本契約的附屬檔案為本契約的組成部分。
２２．３ 本契約經中華人民共和國對外經濟貿易部批準後，以前的一切和本契約有關的協定均自動失效。除由中華人民共和國對外經濟貿易部批準的雙方簽字的書面協定外，本契約以外的其他條款、責任、章節、聲明和說明，對本契約的修改將是無效。
第二十三條契約有效期與契約修改
２３．１ 本契約自中華人民共和國對外經濟貿易部批準之日起開始生效，有效期至公司繳銷營業執照之日止。
２３．２ 變更本契約須經雙方達成書面協定，報請中華人民共和國對外經濟貿易部批準。
２３．３ 如果在本契約簽字××天以內，公司尚未獲得有關的批準、註冊及必要的營業執照，合營任何一方有權在通知對方十五天後復原本契約。
第二十四條通知
有關本契約的給甲、乙雙方及各位董事的一切通知均套用×文書面作出。上述通知可以用掛號航空信、電報、電傳或其它常用通訊方法發出。通知生效日期為收件人收件日期。以航空信件傳送通知，郵戳日期後第十四天為收件日期；以電報或電傳傳送通知，電報或電傳發出後第三天為收件日期。
本契約簽約雙方的傳送通知地址：
甲方：××
乙方：××
附屬檔案：會計程式
附屬檔案會計程式
第一條會計總則
１．１ 此會計程式是××××和××××合資經營的××××的合營契約的附屬檔案，此會計程式規定條款的有效期限與合營契約一致。
１．２ 公司的會計製度和會計程式是公司業務的組成部分，同時使製造加工、利潤管理和工程體系的採用更加合理。公司將採用×方及其分支機構的會計製度和程式，以便充分利用吸收×方及分支機構的管理經驗、管理方法及現代化整體業務體系。
１．３ 公司會計的記錄、報告等將完全依照中華人民共和國財政部一九八五三月四日頒布的《中華人民共和國中外合營企業的會計製度》中有關規則執行。
１．４ 會計記帳應以中文和英文同時記帳，公司的月報、季報和年報以及所有的記帳憑證、帳簿、報表表頭和這些檔案報表的標題均應同時使用中文和英文。
１．５ 公司將採用人民幣為簿記記帳的基本貨幣。
１．６ 公司經營所需的經營資本和消耗資金應反映在董事會批準的預算中來。總經理將有權根據批準的預算安排使用中國銀行的貸款以及要求乙方和甲方共同分繳公司的註冊資本。
１．７ 經費超出或經營預算以外的資金支出將由董事會批準採取有關策略和會計程式加以處理。
第二條資本支付的計算
甲方轉入合營企業公司的製造設備的價值將按合營公司收到財產日登記入冊的單價值再加××％來計算。
第三條現金和往來帳戶的計算
３．１ 在記帳過程中，外匯轉換成人民幣時，應以國家外匯管理局公布的當月第一天的報價為準。
３．２ 帳面匯率將按先進先出法計算。
第四條財產盤存的計算
４．１ 財產盤存科目的計算將採用後進先出法。
４．２ 公司各種材料、設備和其它物資的收、發和退還應按手續辦理。
table of Contents
Foreword
1) Definition
2) Company name, legal address
3) Purpose, business scope
4) Registered capital and investment
5) Profit distribution and loss sharing
6) Rights, debts and liabilities
7) Board of Directors
8) Management organization
9) Technology investment and technology transfer
10) Production planning, purchase and sales
11) Bank account and foreign exchange arrangements
12) Finance, accounting, auditing, insurance
13) Taxation
14) Employment, dismissal, wages and benefits of company employees
15) Preparation period
16) Trade unions
17) Term, dissolution and liquidation
18) Force majeure
19) Confidentiality
20) Liability for breach of contract
21) Settlement of disputes and applicable law
22) Contract files and text
23) Contract validity period and modification
24) Notice
Subsidiary file, accounting program
Preface
×× is an independent legal person organized and established in accordance with the laws of the People's Republic of China. Its headquarters is located in ××××.
××× Its main business location is located at ×××××.
The two parties reached an agreement on the contents of the following articles and their subsidiary files in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures through friendly negotiation and signed this contract.
First definition
Unless the meaning of special needs is clearly defined in the context of this contract, the following terms are defined in this contract as follows:
1.1 The company is a ×××× company jointly operated by Nail B.
1.2 Proprietary technology refers to the transfer of technology transfer and license from the company to the company, the design, production, manufacture and sale of the company's products, as well as the technical transformation required to improve the company's products. All know-how, knowledge, experience and skills. It includes technical materials, drawings, test methods, test reports, manufacturing processes, equipment specifications, quality control, computer programs and applications, installation and commissioning methods, business management, sales, technical services, and technical personnel dispatched by X-party through its affiliates. The experience, knowledge and skills of managers and workers.
1.3 A patent is an invention obtained by X Party from its affiliated company, which has obtained patents in X Country and other countries and transferred the technology transfer and license contract to the company.
1.4 Contracted products are power station boilers, industrial boilers and related products designed, manufactured, manufactured, installed and commissioned by the company in accordance with the requirements listed in the attached files of this contract.
1.5 Industrial boilers refer to steam boilers with a pressure less than XX kg/cm 2 and a capacity of less than XX t/h and hot water boilers of different capacity grades.
1.6 Power station boiler refers to a boiler with a capacity greater than or equal to ××MW for power generation.
1.7 The date of signature refers to the date on which the joint venture parties formally sign this contract.
1.8 The date of approval refers to the date on which the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China formally approves this contract.
1.9 The date of establishment refers to the date on which the Administration for Industry and Commerce has registered and issued the business license of the company after approval by the above-mentioned authorities.
1.10 The preparatory period refers to the period of not more than × months after the date of establishment.
1.11 The opening date refers to the date when the company begins its business and production at the end of the preparatory period.
1.12 Contract means the contract and its subsidiary files.
1.13 Affiliated company means any direct or indirect parent company with any legal person status of any of the joint ventures and a subsidiary of either the joint venture or the parent company directly or indirectly.
1.14 The competent authority means XX.
Second company name, legal address
2.1 The parties agree to form a limited liability company in accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and other relevant laws, decrees and regulations. The Chinese name is ××××, the English name is ××, and the legal address is ××. ××.
2.2 The name and address of the company may not be changed without the unanimous written consent of both parties. When the company is reorganized, changed or expired, it shall be reported to the Ministry of Foreign Economic Relations and Trade for approval and the Administration for Industry and Commerce for change or restoration of registration.
2.3 The company is a legal person of the People's Republic of China and a limited liability company. All activities of the company shall comply with relevant laws, decrees, regulations and regulations of China.
2.4 When the company's joint venture expires, terminates, dissolves or X is no longer the owner of the company's assets, X agrees to change the name of the company after the company has completed the sales contract, and the changed company The name no longer has "×××" or similar words. × Fanghe Company will try its best to complete the change of company name within six months after the expiration, termination or dissolution of the joint venture or the fact that X is no longer the owner of the asset.
2.5 According to the needs of business development, with the approval of the Board of Directors, and approved by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China, the company may establish branches, subsidiaries, affiliates, offices and agencies in China, or establish them in other countries and regions. Sales organization.
Article 3 Purpose, business scope
3.1 The company's mission is to design, manufacture, manufacture and assemble power station boilers, industrial boilers and related products and services in China, and to sell these products in China and abroad to obtain reasonable profits. The company may engage in other appropriate business activities as determined by the board of directors and approved by the relevant authorities of the Chinese government.
3.2 The company's business scope is as follows:
Design, manufacture, manufacture and sale of various power station boilers, industrial boilers and other related products;
Assembling, repairing, maintaining and commissioning the above products;
Importing the raw materials or components related to the above products and selling the above products in the domestic and foreign markets.
3.3 The company's production, sales and development plans are as follows:
Initial goal:
×××× years ago, the company has achieved the annual production capacity of ××kW power station boilers and ×× steam tons/hour industrial boilers. ×××× years ago, the company achieved the annual production capacity of ××kW power station boilers and ×× steam tons/hour capacity.
Product quality should meet international standards and be reasonably profitable. The company's products are mainly XX, XX kilowatt power station boilers.
development Goals:
After ×××× years later, according to market needs, the company will take XX kilowatt power station boilers and supercritical parameters ×× boilers as development targets.
Article 4 Registered Capital and Investment
4.1 The total investment of the company ×××× is XX US dollars and the registered capital is XX US dollars. Party A subscribes for XX%, which is XX US dollars, and Party B subscribes for XX%, which is XX US dollars. The registered capital of the company shall be delivered by Party A and Party B in proportion to their capital contribution. The amount payable for each period is as follows:
1 Within the period of × months from the date of establishment of the company, Party A shall invest in the plant, building, machinery and equipment and materials in the value of × × US dollars; Party B shall use the technology of XX USD cash and price × × US dollars. Do it for investment.
In the year of 2××××, both parties shall pay XXX USD, and each Party A and Party B shall each share the share capital × × USD
In the year of 3××××, Party A and Party B each paid XXX USD and each of them made an investment of XX USD in the profits shared by the parties; both Party A and Party B accumulatively subscribed for share capital × × US dollars.
In the year of 4××××, both parties of the Company and Party B took out XX US dollars as investment from the profits shared by the parties in the company; each Party A and Party B accumulatively subscribed for the share capital × × US dollars.
In the year of 5××××, both parties will take XX dollars as investment in the profits shared by the parties in the company; the two parties will accumulate the share capital × × US dollars.
For the X-party cash investment mentioned in the above items 4.11, 2, etc., the board of directors has the right to decide to accept the advanced machinery and equipment required by the company to replace the cash investment of the party.
4.2 The capital contribution methods of both Party A and Party B are as follows: × Party is funded by plant, building, machinery, equipment, inventory materials and RMB cash. ×Party is funded by advanced machinery, equipment, license technology and foreign exchange cash.
4.3 Both parties shall be responsible for the company's debts with their respective contributions. The two parties share profits in proportion to their respective capital contribution in the registered capital, sharing risks and losses.
4.4 After the two-way company pays off the dividends payable in each period, the accountant hired by the company in China will verify the capital and issue a capital verification report. The audit of the capital verification report is undertaken by an international accounting firm and a Chinese registered accounting firm. The above-mentioned audit fees borne by the international accounting firm shall be borne by the X-party, and the audit fees borne by the Chinese-registered accounting firms shall be borne by the X-party. According to the capital verification results, the company will issue a capital contribution certificate to both parties, and the capital contribution certificate shall include the following items:
company name;
The company is established year, month and day;
The name of the funder and the amount of funds it has contributed, including the price agreed by the two parties in the subsidiary file of the investment content;
Investing in the year, month and day;
The capital contribution certificate is issued on the year, month and day.
4.5 The capital contribution certificate shall be issued jointly by the chairman and vice chairman.
4.6 Due to special circumstances, if the X party needs to sell or transfer part or all of its share of the company's registered capital to an affiliate company of the X party, the X party will give written approval if the following conditions are met. 1 The affiliated company must be able to effectively perform all the obligations stipulated in this contract like the X party; 2 the affiliated company obtains the same conditional guarantee from ××× as the X party, guaranteeing the related company's obligation to perform this contract; Such sale or transfer shall be reported to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for review and approval.
Except for the above, any party to the joint venture who wishes to transfer, sell or otherwise dispose of all or part of its share of the company's registered capital must obtain the prior consent of the joint venture, and any party to the joint venture needs to obtain the consent of the other party. Transfer, sale or disposal of its share of the company's registered capital as follows:
When either party wishes to transfer, sell or otherwise dispose of all or part of its share of the company's registered capital, the disposing party shall notify the joint venture in writing and give the joint venture a x month preemptive right, The term of the pre-emptive right is counted from the date on which the joint venture receives the notice. Disposition of the conditions The conditions proposed by the joint venture shall be the same as those imposed on any third party assignee or purchaser.
If the joint venture does not exercise its right of first refusal within × months, the disposing party may transfer its share of the registered capital to a third party on the same conditions as the joint venture.
If you choose to purchase more than one of the disposing parties' share of the registered capital, these purchasers will share profits and losses in proportion to their share of the purchase.
The disposing party shall provide the other party with a share transfer or sale agreement between the disposing party and the third party.
The operation of the company and the performance of this contract will not be affected by the transfer, sale or any other means of disposal of the company's registered capital.
The third party assignee and the purchaser guarantee to the other parties to the joint venture that he will fully and faithfully perform all obligations and responsibilities of the disposing party in accordance with this contract.
Any part of the joint venture that transfers, sells or otherwise disposes of its share of the registered capital of the company in accordance with the provisions of this article shall be approved by the board of directors of the company and reported to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for approval. After the approval, the company will go to the local industrial and commercial administration to handle the change procedures.
4.7 The proportion of the capital contribution of the two parties needs to be changed. The decision of the board of directors shall be decided unanimously, and the approval of the joint venture parties shall be reported to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China for approval.
4.8 After receiving the resolution on the replenishment of the board of directors and the written approval of both parties, both parties must provide reinvestment in accordance with their respective capital contribution ratios within the time limit prescribed by the board of directors.
4.9 The registered capital of the company shall not be reduced during the company's joint venture period.
4.10 From the first year to the first year from the date of commencement of the company, the company shall pay the usage fee of RMB×yuan per square meter per year. The area of use of the company can be adjusted with the consent of both parties to reflect the actual use of the land. After × year, the increase or decrease of the site usage fee will be implemented in accordance with relevant Chinese laws and regulations. The company shall sign a land use contract containing this clause.
4.11 The investment of both parties is translated into RMB at the exchange rate announced by the State Administration of Foreign Exchange of China on the date of capital contribution. The date of contribution refers to the date of submission of buildings, equipment, inventory, and instruments, that is, the date on which the company receives the assets. The first technical contribution date is the date the company receives the first receipt. The share capital of both parties should not change due to exchange rate fluctuations. The losses and gains caused by exchange rate fluctuations shall be recorded in the company's books and accounts, and thus will not affect the percentage of equity of both parties.
Article 5 Profit Distribution and Loss Sharing
5.1 The company's annual net profit is the profit after the company's gross profit is paid according to the tax law of the People's Republic of China.
5.2 During the joint venture period, the company's annual net profit, after deducting the reserve fund, employee incentive and welfare fund, and enterprise development fund determined by the board of directors as the distributable profit, shall be distributed according to the proportion of the capital contribution of the two parties. Reserve funds, employee incentives and welfare funds, and enterprise development funds should exceed XX% of net profit.
5.3 When the board of directors decides to distribute profits, it shall allocate the profits of the previous fiscal year within the first × months of each fiscal year.
5.4 If there is any loss in any fiscal year, the loss can be incorporated into the next fiscal year and made up by the profit of the next fiscal year. Before the loss is fully compensated, neither party will distribute the profit.
5.5 If the accumulated loss at any time exceeds or equals × × of the company's registered capital, the board of directors will hold a special meeting to discuss the future of the company.
Article 6 Rights, Debts and Liabilities
6.1 Both parties have the right to share the company's profits in proportion to their registered capital.
6.2 The liability of any party to the company is limited to the amount of capital invested in the company.
6.3 Before the company's opening date, in order to enable the company to fully and properly carry out its business activities, if necessary, the parties will be in the financial plan, foreign personnel employment, know-how, expertise, management, project management, supervision and The company will support the company in terms of control; X will transfer the applicable advanced technology to the company in accordance with the technology transfer and license contract, so that the boiler produced by the company can reach the level of X; during the contract, X will assist the company to dispatch The trainers and other personnel working together shall go through the procedures for entry visas, work permits, travel and accommodation arrangements in the country of X; assist the company in the procedures required to purchase equipment and purchased parts for the company in accordance with the export regulations and regulations of the country. . These support services will not charge the company unless otherwise specifically agreed to, or if there are other provisions in any of the affiliate files.
6.4 During the period of this contract, the support of the X party will include: handling the application for approval of the establishment of the company by the Ministry of Foreign Economic Relations and Trade; handling the company's registration procedures and obtaining business licenses with the relevant government agencies; assisting the application to the company or both parties in accordance with Chinese law Possible reduction or exemption of taxes; assistance in applying for foreign exchange to relevant government agencies to pay for the items listed in 11.4, assisting in the application for land use rights, customs declaration of imported equipment, recruitment of local Chinese operations and management personnel, workers and Other personnel in need, assist foreign staff to obtain entry visas, work permits and travel arrangements to assist in finding suitable domestic materials and domestic users. These support services will not charge the company unless otherwise agreed or otherwise provided by the contract or in any of the accompanying files.
6.5 When engaging in all business activities of the company, neither party may violate any laws and regulations promulgated by the People's Republic of China, nor violate the laws of the two parties where the company operates. In the execution of this contract, either party to the joint venture shall ensure that it does not violate the laws and regulations promulgated by the location of either party or the location of the affiliated company of either party.
Article 7 Board of Directors
7.1 The board of directors shall be composed of × people, Party A, person, Party B, person, chairman shall be appointed by the party, and vice chairman shall be appointed by the party. The parties shall appoint and dismiss their appointed directors in writing. The term of office of the directors is × years, and the appointed party will continue to be appointed for re-election.
7.2 The board of directors is the highest authority of the company. The board of directors will discuss, deal with and decide on major issues of the company on the basis of friendly negotiation based on the principle of equality and mutual benefit.
7.3 The board of directors has the following powers:
Amend the articles of association;
Extend the company's time limit, terminate or dissolve the company;
Decide on annual production plans, sales plans, and development plans.
Approve the annual financial budget, final accounts, and annual accounting and financial statements;
Determine the maximum amount of liquidity and borrowing above this limit;
Decide on an annual profit distribution plan;
Appointment and dismissal of general manager, deputy general manager, general lecturer, auditor and other senior management personnel, and determine their authority and treatment;
Establish or restore branches, subsidiaries, affiliates, offices and agencies, and determine where they are established;
Approve the annual report of the general manager;
Through the company's labor contract and various important rules and regulations;
Discuss issues such as the increase in the registered capital of the company, the adjustment of the proportion of capital contribution and the transfer of registered capital, and make appropriate recommendations to both parties.
According to the "Labor Regulations for Sino-foreign Joint Ventures", formulate the wage standards, wage forms, incentives and allowances for employees of the company;
Determine the company's business policy and approve the business plan;
Decide on the proportion of the three funds of the company as specified in the second paragraph of Article 5 of this contract;
Discuss proposals for early termination of the contract. Responsible for clearing settlement work when terminated or expired;
Hire a Chinese registered auditor;
Change the company name;
It is proposed to increase or decrease the number of directors;
It is proposed to add, change or cancel the restrictions on the transfer of interests of one party in the company;
To obtain, by purchase, lease or other form, real property and private property that the Board considers necessary or appropriate for the company's business activities.
Approve the sale, lease, exchange or transfer of all or part of the company's property or other assets;
Merger and dissolution of approvals and other companies or legal entities;
Formulate company policies regarding bidding, preparation of bids and submission of bids, procurement, services, insurance and other necessary policies;
Have the right to issue a guarantee to the company or on behalf of the company;
The right to obtain a mortgage, collateral, mortgage, lien or any right of claim for the property of the company;
Approve the opening of an account and restore the account;
Approve borrowing funds.
7.4 Board meeting
The board of directors meets at least once a year and is chaired and presided over by the chairman. If the chairman is unable to participate, the vice chairman is responsible for convening. If the chairman and vice chairman are unable to attend the meeting, the chairman will authorize a director to convene and preside over the meeting.
Board meetings shall be held by a majority of all directors present or on their behalf. Directors may not attend, and a power of attorney shall be issued to entrust representatives to attend and vote.
Board meetings should generally be held at the company's location, and the board of directors may decide to hold it at other locations.
Board meetings include ad hoc meetings, at least in the days before the meeting, by letter, telegram or telex to inform the directors. Representatives of directors may be appointed once a year or before each meeting to attend any meeting as a legal representative.
The decision of the board of directors shall be made through friendly consultations in accordance with the principle of equality and mutual benefit. Each director has only one vote. Except for matters such as 7.3, , , , and etc. that may be decided by all directors who are present or entrusted to agree, any resolution of the board meeting shall be agreed by at least 3% of the quorum.
The board meeting will be recorded in both Chinese and English. After the meeting, the records will be organized into written files for distribution to each director. Each director shall submit amendments or additional comments within 30 days of receipt of the written file, otherwise the written file will be deemed to be the official file of the board meeting. Notice of the board meeting shall be sent to the directors in accordance with the text specified in Article 24 of this contract.
All meeting files of the board of directors will be stored at the company headquarters.
The company shall reimburse or assume the reasonable total tolls and living expenses required for the directors to attend the board meeting, except for the directors residing at the meeting place.
The notice of the meeting must be attached to the agenda proposed by the chairman of the board of directors. The agenda items proposed by any director shall be notified to all other directors within the first ten days of the date of the meeting.
If all directors sign a "exemption notice" before or after the meeting, a board meeting may be waived. The "Notice of Disclaimer" shall be included in the minutes of the meeting.
Article 8 Business Management Organization
8.1 The company implements the general manager responsibility system under the leadership of the board of directors. The company has one general manager and one deputy general manager, appointed by the board of directors.
8.2 The functions of the general manager and deputy general manager are:
The general manager is responsible for the overall work of the company's daily operations and management in accordance with the decisions of the board of directors. The deputy general manager assists the general manager. The general manager represents the company externally within the scope authorized by the board of directors. When the general manager is absent or unable to work, the deputy general manager shall exercise the duties and powers of the general manager, and the important decisions of the company shall be signed by the general manager and the deputy general manager;
The general manager and deputy general manager may attend the board meeting and have the same rights as the directors to receive notices of the meeting and relevant materials. In addition to concurrently serving as a director of the company, the general manager and deputy general manager have no voting rights on the board of directors;
The general manager shall submit the production plan, sales plan and financial budget for the next year to the board of directors for approval and approval before the end of October each year;
The general manager shall submit the previous year's work report and financial final accounts to the board of directors before the end of February each year, and provide convenience for the board of directors to inspect and audit the company's accounting accounts.
8.3 The company's initial management and organization are detailed in the attached file. Changes in management and organization should be a major issue for the company, which should be submitted by the general manager and approved by the board of directors.
8.4 General Manager, Deputy General Manager Term of office × year. The general manager and deputy general manager shall not concurrently serve as the general manager or deputy general manager of other economic organizations, nor shall they have any relationship with other economic organizations that compete with the company.
8.5 If the general manager or deputy general manager finds that there are acts of malpractice, corruption, or serious dereliction of duty, he may be removed at any time by resolution of the board of directors.
Article 9 Technology Investment and Technology Transfer
9.1 The technology and equipment to be funded shall comply with the relevant provisions of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and the Implementation Regulations of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures.
9.2 The company will provide the necessary technical materials, technical specifications, drawings, designs and other detailed information from the establishment of the company. For details, please refer to the technology transfer and the sub-files of the license contract.
9.3 The parties will provide personnel training based on technology transfer and licensing contracts and training programs.
9.4 The party will guarantee that the technology it provides should be commercially available in accordance with the technology transfer and license contract, and is suitable for the latest technology required for the company's production and operation.
9.5 The company will enter into a technology transfer and license contract for the technology that the party has funded, see the attached file.
9.6 Both parties agreed to establish a computer terminal station and connect it to the computer of the × company of the company X.
Article 10 Production Planning, Purchase and Sale
10.1 The company shall immediately implement the technical transformation of the plant in accordance with the factory renovation plan formulated in the approved feasibility study report and produce the ××MW power station boiler from the date of establishment from the date of establishment, and then produce ×× MW power station boiler.
10.2 The company's production plan is subject to the guidance of the competent government authorities.
10.3 The company's production plan shall be approved by the board of directors and reported to the competent department of the company for the record.
10.4 If there are raw materials, fuels, supporting parts and tools that meet the technical requirements in China, the company will give priority to purchasing these materials in RMB at market prices in China. The purchase price is in accordance with the Regulations on the Implementation of the Sino-foreign Joint Venture Law. Article 15 shall be equivalent to the price at which the Chinese state-owned company purchases the same materials. The materials that need to be imported are imported from countries with preferential prices under the premise of ensuring quality, performance and delivery time. The company purchases materials and accessories from X Fang and XX for the internal preferential prices of other similar joint ventures by ××××. If the company purchases any materials, components and services from X-party or its affiliates, it shall provide the X-party with a non-recoverable US dollar quota certificate issued by the Bank of China, or other foreign exchange quota certificates accepted by the X-party.
10.5 The company will sell its products both in China and abroad. ×Parts or its affiliates shall sell the company's products abroad as a sales representative of the company in accordance with the sales representative's agreement. Therefore, the company will make every effort to make the products meet international standards as soon as possible. From the year of ××××, the export target of the company's products It is XX%, and it reaches the foreign exchange balance in the first year after the opening of the business. If the company has foreign exchange income items in China, it can also be used as a measure to achieve foreign exchange balance. If the company's foreign exchange is unbalanced, the company should follow the "Chinese and foreign people's Republic of China. Article 75 of the Implementation Regulations of the Joint Venture Enterprise Law shall apply to the relevant government departments of China for assistance.
10.6 The company will enter into a sales representative agreement with XX.
Article 11 Bank Accounts and Foreign Exchange Arrangements
11.1 After obtaining the business license issued by the Administration for Industry and Commerce of the People's Republic of China, the company shall open a RMB account and a foreign currency account in the name of “××××” with the business license.
11.2 All foreign exchange matters of the Company shall be handled in accordance with the Interim Regulations on Foreign Exchange Administration of the People's Republic of China and relevant administrative measures.
11.3 The company's long-term goal is to maintain its own foreign exchange balance. If the company cannot maintain foreign exchange balance, the board will discuss this issue and propose a corresponding solution in accordance with Article 10.5.
11.4 The order in which companies pay foreign exchange is:
Foreign exchange loan
Wages and expenses of temporary and permanent employees of the company;
The price and cost of imported materials;
Engineering design and other technical service fees;
× The technology transfer royalties due to the party;
× The dividend that the party should receive;
× The dividend that the party should receive;
Payment of other items;
Article 12 Finance, Accounting, Auditing, Insurance
12.1 The company's financial accounting system is formulated in accordance with the “Accounting System for Sino-foreign Joint Ventures of the People's Republic of China” and reported to the local financial department and the tax authorities for the record. The company accepts the inspection of the company's financial and accounting work by the tax authorities.
12.2 The company adopts the international accrual accrual system and the debit and credit accounting method. The accounting program is approved by the board of directors.
12.3 The company employs an accountant registered in China to audit the company's annual statements and annual accounts, and issue an audit report. Both parties to the joint venture have the right to audit the company's accounts, and the expenses required are borne by the auditor. The company shall provide the required documents, books and related materials to the auditors.
12.4 The company's property, transportation and other insurance should be insured with the People's Insurance Company of China.
Article 13 Taxation
13.1 The company pays various taxes in accordance with the relevant laws of the People's Republic of China.
13.2 The employees of the company pay individual income tax in accordance with the Individual Income Tax Law of the People's Republic of China.
13.3 The company will apply to the relevant government agencies of China for various possible tax reductions or exemptions. In particular, the company may apply for a tax deduction for the royalties in accordance with the Ministry of Finance's interim regulations on the reduction of royalties and the exemption of income tax on proprietary technology. The company has the right to preferentially enjoy the part of the tax that can be reduced or exempted in the People's Republic of China or the part of the tax that affects the interests of the parties in any tax treaty.
Article 14 Employment, Dismissal, Wages and Benefits of Company Employees
14.1 According to the labor contract and the “Regulations on the Labor Management Regulations of the Chinese-Foreign Joint Venture Enterprises of the People's Republic of China”, the employment, dismissal, resignation, upgrading, downgrading and transfer of the employees of the company shall be negotiated by the general manager and the deputy general manager, and the general manager shall make a decision. . The salary and welfare of employees of the company shall be recommended by the general manager to the board of directors. The board of directors shall examine and approve according to the Regulations on Labor Management of Sino-foreign Joint Ventures of the People's Republic of China.
14.2 The number of people required for effective work of the company is determined by the board of directors. The required Chinese employees shall be recommended by the X-party or the relevant labor administration department of China, and selected by the company's examinations. The labor contract shall be signed by the trade union on behalf of the employees.
14.3 The senior management of the company is recommended by Party A and Party B and is directly appointed by the board of directors.
14.4 The salary standards for employees of the company, the salaries and allowances of foreign employees, etc. can be found in the attached files.
Article 15 Preparation period
15.1 The period from the date of establishment of the company × month is the preparatory period of the company.
15.2 During the preparatory period of the company, a preparatory group will be established under the board of directors. The preparatory group consists of designated personnel from both sides. The preparation, remuneration and expenses of the preparatory team are determined by the board of directors and paid by the company.
Article 16 Trade unions
16.1 The employees of the company have the right to establish grassroots trade union organizations in accordance with the Trade Union Law of the People's Republic of China and the Constitution of the All-China Federation of Trade Unions. The company's trade union is the representative of the employee's interests. It has the right to sign labor contracts with the company on behalf of the employees and supervise the execution of the contract.
16.2 When the board of directors of the company discusses major issues related to production planning and development planning, the representatives of the trade unions have the right to attend the meeting to reflect the opinions and requirements of the employees. When the board of directors of the company studies and decides on issues such as employee rewards, wage system, production welfare, etc., representatives of the trade unions have the right to attend the meeting. The board of directors should listen to the opinions of the trade unions and obtain the cooperation of the trade unions.
16.3 The company shall be handed over to the trade unions at a rate of 2% of the total actual wages of the employees. The trade unions of the company shall be used in accordance with the relevant regulations on the management of trade union funds formulated by the All-China Federation of Trade Unions.
Article 17 Term, Dissolution and Liquidation
17.1 The company's joint venture period is XX years. The term of the joint venture shall be counted from the date of issuance of the company's business license.
17.2 If the company's joint venture period is extended with the written consent of both parties, the company will submit an application for extension of the joint venture period signed by the authorized representatives of the joint venture parties to the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China before the expiration of the joint venture. After approval, the company shall go through the extension formalities with the Administration for Industry and Commerce.
17.3 With the approval of the Ministry of Foreign Economic Relations and Trade of the People's Republic of China, the company is dissolved under the following circumstances:
The company expires and the parties have not agreed to extend the company's joint venture period;
The company is unable to continue to operate due to serious losses;
Either party is unable or unable to perform its obligations under this contract, resulting in the company being unable to continue its operations;
Due to the serious damage suffered by the force majeure company, it is impossible to continue to operate;
Both parties agreed that it is necessary to dissolve;
Either party is excluded from the management of the company;
All or part of the company’s assets or property are confiscated, forcibly requisitioned and it is impossible to exercise normal management.
The dissolution of any of the above cases must be approved in advance by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China.
17.4 When the company declares to be dissolved, the board of directors shall propose the procedures, principles and liquidation committee candidates for liquidation according to the provisions of Chapter 16 of the “Accounting System for Chinese-Foreign Joint Ventures of the People's Republic of China” promulgated by XXX××××. Report to the competent department of the enterprise for review and supervision of liquidation.
17.5 After the company is dissolved, various books and files are stored by the X party. If the X party needs it, it can be consulted.
Article 18 Force Majeure
18.1 Any party that is delayed or unable to perform its contractual obligations due to a force majeure event shall not be liable for delaying performance or failure to perform contractual obligations.
18.2 The meaning of force majeure in this section means any XX of any business activity governing the company or parties or any agent in any way, whether in the form of XX or any other order, × × and written instructions; or XX, XX, war, XX or other × × × ×, fire, flood; or all other reasons that the company or the affected party or both parties cannot reasonably control. The party affected by the force majeure event shall promptly notify the other party of the occurrence and impact of the force majeure event, and take reasonable actions to mitigate the consequences, and send the certificate of the relevant authority to the other party by registered mail.
18.3 If the purpose of this contract is severely and irreparably damaged as a result of a force majeure event, the event should be referred to the Board of Directors to determine the appropriate action to be taken.
Article 19 Confidentiality
Party A and Party B hereby agree that all information and any other information obtained by the other party and its employees from the other party or other affiliated company shall be kept strictly confidential due to participation in the activities related to the joint venture contract, and shall be disclosed only when the other party authorizes the law or requires the law. The above information and information. The discharge of confidentiality obligations shall be no earlier than the following period: from the date of expiration of the company × after the year; from the date of expiration of the technology transfer and license contract × after the year.
Article 20 Liability for breach of contract
20.1 If either party breaches the contract, the other party has the right to require the defaulting party to take remedial measures within a reasonable period of not less than XX days.
20.2 If the party breaching the contract does not take remedial measures or take remedial measures, it cannot fully compensate for the losses suffered by the other party, and the other party has the right to claim damages.
20.3 If one party violates the contract and the purpose of this contract is seriously and irreparably damaged, the other party has the right to terminate the contract in writing within XX days after the occurrence of the breach of contract in XX days. This termination does not affect the right to claim compensation.
20.4 The amount of the loss arising in clauses 20.1, 20.2 and 20.3 above agrees to be determined in accordance with international practice.
２０．５ 在任何情況下，任何一方對另一方的利潤損失和間接損失不負責任。
第二十一條爭議的解決
２１．１ 對本契約的任何條款的執行或解釋所引起的任何爭議，雙方應盡量大努力友好協商解決。
２１．２ 如果雙方在××天內通過友好協商不能就本款上項達成協定，任何一方都可以將此爭議提請××××仲裁院按照其仲裁規則進行仲裁，仲裁的裁決是終局裁決，該裁決對雙方都有約束力。中文和英文為仲裁所使用的正式語言。
２１．３ 在仲裁過程中，除爭議事項外，雙方應繼續執行本契約和公司章程中的其它所有條款。
２１．４ 本契約的終止不影響雙方將與本契約有關的爭議按本條的規定提交仲裁的權利。
２１．５ 仲裁費用將由仲裁院在裁決書中確定並由敗訴方負擔。
２１．６ 本契約的適用法是中華人民共和國的法律。
第二十二條契約檔案和文字
２２．１ 本契約用中英兩種文字書寫，兩種文本具有同等效力。
２２．２ 本契約的附屬檔案為本契約的組成部分。
２２．３ 本契約經中華人民共和國對外經濟貿易部批準後，以前的一切和本契約有關的協定均自動失效。除由中華人民共和國對外經濟貿易部批準的雙方簽字的書面協定外，本契約以外的其他條款、責任、章節、聲明和說明，對本契約的修改將是無效。
第二十三條契約有效期與契約修改
２３．１ 本契約自中華人民共和國對外經濟貿易部批準之日起開始生效，有效期至公司繳銷營業執照之日止。
２３．２ 變更本契約須經雙方達成書面協定，報請中華人民共和國對外經濟貿易部批準。
２３．３ 如果在本契約簽字××天以內，公司尚未獲得有關的批準、註冊及必要的營業執照，合營任何一方有權在通知對方十五天後復原本契約。
第二十四條通知
有關本契約的給甲、乙雙方及各位董事的一切通知均套用×文書面作出。上述通知可以用掛號航空信、電報、電傳或其它常用通訊方法發出。通知生效日期為收件人收件日期。以航空信件傳送通知，郵戳日期後第十四天為收件日期；以電報或電傳傳送通知，電報或電傳發出後第三天為收件日期。
本契約簽約雙方的傳送通知地址：
甲方：××
乙方：××
附屬檔案：會計程式
附屬檔案會計程式
第一條會計總則
１．１ 此會計程式是××××和××××合資經營的××××的合營契約的附屬檔案，此會計程式規定條款的有效期限與合營契約一致。
１．２ 公司的會計製度和會計程式是公司業務的組成部分，同時使製造加工、利潤管理和工程體系的採用更加合理。公司將採用×方及其分支機構的會計製度和程式，以便充分利用吸收×方及分支機構的管理經驗、管理方法及現代化整體業務體系。
１．３ 公司會計的記錄、報告等將完全依照中華人民共和國財政部一九八五三月四日頒布的《中華人民共和國中外合營企業的會計製度》中有關規則執行。
１．４ 會計記帳應以中文和英文同時記帳，公司的月報、季報和年報以及所有的記帳憑證、帳簿、報表表頭和這些檔案報表的標題均應同時使用中文和英文。
１．５ 公司將採用人民幣為簿記記帳的基本貨幣。
１．６ 公司經營所需的經營資本和消耗資金應反映在董事會批準的預算中來。總經理將有權根據批準的預算安排使用中國銀行的貸款以及要求乙方和甲方共同分繳公司的註冊資本。
１．７ 經費超出或經營預算以外的資金支出將由董事會批準採取有關策略和會計程式加以處理。
第二條資本支付的計算
甲方轉入合營企業公司的製造設備的價值將按合營公司收到財產日登記入冊的單價值再加××％來計算。
第三條現金和往來帳戶的計算
３．１ 在記帳過程中，外匯轉換成人民幣時，應以國家外匯管理局公布的當月第一天的報價為準。
３．２ 帳面匯率將按先進先出法計算。
第四條財產盤存的計算
４．１ 財產盤存科目的計算將採用後進先出法。
４．２ 公司各種材料、設備和其它物資的收、發和退還應按手續辦理。
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