鲜花( 3) 鸡蛋( 0)
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THE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Whole Doc.
Chapter 1 General Provisions
... In accordance with the Law of the People's Republic of China on
.
Joint
Ventures Using Chinese and Foreign Investment (the."Joint.Venture
.
Law")
and other relevant Chinese laws.and.regulations,.__________Company
and
___________ Company, in accordance with.the.principle.of.equality
and
mutual benefit and through friendly consultations, agree to jointly
invest
to set up a joint venture enterprise in ________of the.People's.
Republic
of China.
Chapter 2 Parties of the Joint Venture
Article 1
Parties.to.this.contract.are.as follows:
.___________Company.(
hereinafter referred to as Party A), registered with __________ in.
China,
and its legal address is at.___________.(street).__________
(district)
___________ (city) ___________China.
Legal representative: Name:
Position:
Nationality:
__________Company (hereinafter referred to.as.Party B),
registered
with __________. Its legal address at ___________.
Legal representative: Name:
Position:
Nationality:
... (Note: In case there are more than two investors, they will be
.
called
Party C,D...in proper order).
............. Chapter 3 Establishment of the Joint Venture Company
Article 2
In accordance with the Joint Venture Law and.other.relevant
.
Chinese
laws and regulations, both parties of the joint venture agree.to.set.up
_____________joint.venture.limited.liability.company.(
hereinafter
referred to as the joint venture company).
Article 3
The name of the joint venture company is.__________Limited
Liability
Company.
The name in foreign language is __________.
The legal address of the joint venture company is at
__________street
___________(city)___________ province.
Article 4
... All activities of the joint venture company shall be governed. by
the
laws, decrees and pertinent rules and regulations of the People's
Republic
of China.
Article 5
The Organization form of.the.joint.venture company.is a.limited
liability company. Each party to the joint venture company.is.liable.to
the joint venture company within the limit of the capital subscribed
by
it. The profits, risks and losses of the joint venture.company
shall.be
shared by.the.parties.in.proportion.to.their contributions.
to.the
registered capital.
Chapter 4 The Purpose, Scope and Scale of Production and
Business
Article 6
... The goals of the parties to the joint venture are to enhance
.
economic
co-operation technical exchanges, to improve the product quality,
.
develop
new products, and gain a competitive.position.in.the.world
market.in
quality and price by adopting.advanced.and.appropriate.technology
and
scientific management methods, so as to raise economic results and.
ensure
satisfactory economic benefits for each investor.
(Note: This.article.shall.be.written according.to.the.
specific
situations in the contract).
Article 7
... The productive and business scope of the joint venture company. is
to
produce __________ products; provide maintenance service after the
sale of
the products; study and develop new products.
(Note: It shall be written in the contract according to.the
.
specific
conditions).
Article 8
... The production scale of the joint venture company is as follows:
1. The production.capacity.after.the.joint venture.is. put.into
operation is __________.
2. The production scale may be increased up to ____________ with
the
development of the production and operation. The product varieties
may.be
developed into ___________.
... (Note: It shall be written according to the specific situation).
Chapter 5 Total Amount of Investment and the Registered
Capital
Article 9
The total amount of investment of the joint.venture.company
.
is.RMB
___________ (or a foreign currency agreed upon by both parties).
Article 10
Investment contributed by the parties is.Renminbi __________,
.
which
will be the registered capital of the joint venture company.
Of.which:.Party.A.shall.pay ____________.Yuan,
.accounting.for
__________%;.Party.B.shall.pay ___________Yuan,
.accounting.for
__________%.
Article 11
Both Party A and Party.B.will.contribute.the following. as.their
investment:
Party A: cash __________Yuan
machines and equipment __________Yuan
premises __________Yuan
the right to the use of the site __________Yuan
industrial property __________Yuan
others __________ Yuan, __________ Yuan in all.
Party B: cash __________Yuan
machines and equipment __________Yuan
industrial property __________Yuan
others __________Yuan, __________Yuan in all.
(Note: When contributing.capital.goods.or industrial.property.as
investment, Party A and Party B shall conclude a separate contract to
be a
part of this main contract).
Article 12
... The registered capital of the joint venture company shall be. paid
in
___________ installments by.Party.A.and.Party.B according. to.their
respective proportion of their investment.
Each installment shall be as follows:
(Note: it shall be written.according.to.the concrete.conditions).
Article 13
... In case any party to the joint venture intends to assign all. or
part
of his investment subscribed to a third party, consent shall.be.
obtained
from the.other.party.to.the.joint.venture,.and approval.
from.the
examination and approval authority is required.
When one party to the.joint.venture.assigns.all or.part.
of.his
investment, the other party has preemptive right.
Chapter 6 Responsibilities of Each Party to the Joint
Venture
Article 14
Party A.and.Party.B.shall.be respectively.responsible.
for.the
following matters:
Responsibilities of Party A:
... Handling of applications for approval, registration, business
.
license
and other matters.concerning.the.establishment.of.the joint.
venture
company from relevant departments in charge of China;
... Processing the application for the right to the use of a site. to
the
authority in charge of the land;
Organizing the design and.construction.of.the premises and.other
engineering facilities of the joint venture company;
Providing cash, machinery and equipment and premises ... in
accordance
with the provisions of Article 11;
Assisting Party B.to.process.import.customs declaration.
for.the
machinery and equipment contributed by Party B as investment and
arranging
the transportation within the Chinese territory;
Assisting.the.joint.venture.company in.purchasing.or.leasing
equipment, materials, raw materials, articles for.office.use, means
of
transportation and communication facilities etc.;
Assisting the joint venture company in.contacting.and
settling.the
fundamental facilities such as water, electricity, transportation
etc.;
Assisting.the.joint.venture.in recruiting.Chinese.management
personnel, technical personnel, workers and other personnel needed;
... Assisting foreign workers and staff in applying for entry visas,
.
work
licenses and handling their travel procedures;
... Responsible for handling other matters entrusted by the joint
.
venture
company.
Responsibilities of Party B:
Providing cash, machinery and equipment, industrial.property
....in
accordance with the provisions of Article 11, and responsible for
shipping
capital.goods.such.as.machinery.and.equipment etc.
.contributed.as
investment to a Chinese port;
... Handling the matters entrusted by the joint venture company, . such
as
selecting and purchasing machinery and equipment outside China, etc.;
Providing necessary technical personnel for.installing,
testing.and
trial production of the equipment as well as the technical.personnel.
for
production and inspecting;
Training the technical personnel and.workers.of.the joint.
venture
company;
In case Party B is the licensor,.it.shall.be responsible.
for.the
stable production of qualified products of the joint.venture.company.in
the light of design capacity within the specified period;
... Responsible for other matters entrusted by the joint venture
company.
... (note: It shall be written according to the specific situation).
Chapter 7 Transfer of Technology
Article 15
Both Party A and Party B agree that a.technology.transfer
agreement
shall be signed between the joint venture company and Party B (or a.
third
party) so as to obtain advanced production technology needed for
realizing
the production and operation purpose and the production scale
specified in
Chapter.4.of.the.contract,.including.product design,
.manufacturing
technology, means of testing, materials prescription, standard of.
quality
and the training of personnel etc.
(Note: It shall be written in the contract according to.the
.
concrete
conditions).
Article 16
Party B offers the following guarantees on the transfer of
technology:
(Note:.Article.applies.only.when Party.B.is.responsible.for
transferring technology to the joint venture company).
1. Party.B.guarantees.that.the.overall technology.such.
as.the
designing, manufacturing.technology,.technological.process,.tests
and
inspection of products (Note: The name of the products shall.be.
written)
provided to the joint venture company.must.be.integrated,.precise
and
reliable. It is to meet the requirement of the joint.venture's
operation
purpose, and be able to obtain the.standard.of.production.quality
and
production capacity specified in the contract;
2. Party B guarantees that the technology specified in.this
.
contract
and the technology transfer agreement shall be fully.transferred. to.the
joint venture company, and pledges that the provided technology
should.be
truly advanced among the same type of technology produced by Party B,
.
the
model, specification and quality of the equipment are excellent and
it.is
to meet the requirement of technological operation and practical
usage;
3. Party B shall work out a detailed list of the.provided
technology
and technological service at various stages as specified in the
technology
transfer agreement to be an appendix to the contract,.and.guarantee.
its
performance;
4..The.drawings,.technological.conditions and.other..
detailed
information are part of the transferred technology and shall.be.
provided
on time;
... 5. During the term of the technology transfer agreement, Party B
shall
provide the joint venture company with any improvements in the.technology
and the improved information and.technological.materials.in.time,
and
shall not charge separate fees;
6. Party B shall.guarantee.that.the.technical personnel.
and.the
workers in the.joint.venture.company.can.master.all the
technology
transferred.within.the.period.specified.in.the technology.
transfer
agreement.
Article 17
In.case.Party.B.fails.to.provide equipment.and.technology.in
accordance with.the.provisions.of.this.contract.and the
technology
transfer agreement or in case any.deceiving.or.concealing.actions
are
found, Party B shall be responsible for compensating the direct
losses.to
the joint venture company.
Article 18
The technology transfer fee shall be paid in.royalties..The
.
royalty
rate shall be ___________% of the net sales value of the products.
The term for.royalty.payment.is.the.same as.the.term.
for.the
technology transfer agreement specified in Article 19.of.this
contract.
Article 19
The term for the technology transfer agreement.signed.by the.joint
venture company and Party B is ___________ years. After the
expiration.of
the technology transfer agreement, the joint venture.company.shall.have
the.right.to.use,.research.and.develop.the imported.technology
continuously.
(Note: The term for a technology transfer agreement.is
generally.no
longer than 10 years, and it shall be approved by the Ministry of.
Foreign
Trade.and.Economic.Cooperation.or.other.examination and..
approval
authorities entrusted by.the.Ministry.of.Foreign.Trade and.
Economic
Cooperation).
Chapter 8 Selling of Products
Article 20
... The products of joint venture company will be sold both on the
Chinese
and the overseas market, the.export.portion.accounts.for
__________%,
__________% for the domestic market.
(Note: An annual.percentage.and.amount.for outside.and.
domestic
selling will be written out according to practical situations,.in.normal
conditions, the amount for export shall at least meet the needs of
foreign
exchange expenses of the joint venture company).
Article 21
Products may.be.sold.on.overseas.markets through.the.
following
channels:
The joint venture company.may.directly.sell.its products.
on.the
international market, accounting for ___________%.
The joint venture.company.may.sign.sales contracts.with.
Chinese
foreign trade companies, entrusting them.to.be.the.sales
agencies.or
exclusive sales agencies, accounting for __________%.
The joint venture company may entrust Party B to.sell.its
products,
accounting for ______________%.
Article 22
... The joint venture's products to be sold in China may be handled by
the
Chinese materials.and.commercial.departments.by.means of
agency.or
exclusive sales, or may be sold by the.joint.venture.company
directly.
Article 23
... In order to provide maintenance service to the products sold. both
in
China or abroad, the joint venture company may set up sales.branches.
for
maintenance service both in China or abroad subject to the approval of
the
relevant Chinese department.
Article 24
... The trade mark of the joint venture's products is __________.
Chapter 9 The Board of Directors
Article 25
The date of registration of the joint venture.company.shall
.
be.the
date of the establishment of the board of directors of the.joint.
venture
company.
Article 26
The board of directors is composed of.__________directors, of.which
___________shall be.appointed.by.Party.A,._________by Party.
B..The
chairman of the board shall be appointed by Party A, and its vice-
chairman
by.Party.B..The.term.of.office.for.the directors,
.chairman.and
vice-chairman is four years, their.term.of.office.may.be
renewed.if
continuously appointed by the relevant party.
Article 27
... The highest authority of the joint venture company shall be its
.
board
of directors. It shall decide all major issues (Note:.The.main.
contents
shall be listed in the light of Article 36 of the Implementing
Regulations
for the Joint Venture Law) concerning the joint venture company.
Unanimous
approval shall be required for any decisions concerning major.issues..As
for other matters, approval by majority or.a.simple.majority shall
be
required.
(Note: It shall be explicitly set out in the contract).
Article 28
The chairman of the board is the legal.representative.of the.joint
venture.company..Should.the.chairman.be.unable to.exercise.his
responsibilities for any reason, he shall authorize the vice-
chairman.or
any other directors to represent the joint.venture.company.temporarily.
Article 29
... The board of directors shall convene at least one meeting every
.
year.
The meeting shall be called and presided.over.by.the.chairman
.
of.the
board. The chairman may convene an interim meeting.based.on.a
proposal
made by more than one third of the total number of directors.
.Minutes.of
the meetings shall be placed on file.
Chapter 10 Business Management Office
Article 30
The joint venture company shall establish a.management office.
which
shall be responsible for its daily management. The management office
shall
have a general manager, appointed by Party _______, _______ deputy
general
managers, _______by Party ______; _______by Party.________..The.
general
manager and deputy general managers whose.terms.of.office.is .
years shall be appointed by the board of directors.
Article 31
The responsibility.of.the.general.manager is.to.carry.
out.the
decisions of the board and organize and conduct the.daily.management.of
the joint venture company. The deputy general managers.shall.assist.the
general manager in his work.
... Several department managers may be appointed by the management
office,
they.shall.be.responsible.for.the.work in.various.departments
respectively, handle the matters handed over by the.general.manager.
and
deputy general managers and shall be responsible to them.
Article 32
In case of graft or serious dereliction of duty on.the.part
.
of.the
general manager and deputy general managers, the board of directors.
shall
have the power to dismiss them at any time.
Chapter 11 Purchase of Equipment
Article 33
In its purchase of required.raw.materials,.fuel, parts,
.
means.of
transportation and articles.for.office.use,.etc.,.the joint.
venture
company shall give first priority to purchase in.China.where.conditions
are the same.
Article 34
In case the.joint.venture.company.entrusts Party.B.to.purchase
equipment on the overseas market, persons appointed by the Party. A.shall
be invited to take part in the purchasing.
Chapter 12 Preparation and Construction
Article 35
During the period of preparation and construction, a.preparation
and
construction office shall be set up under.the.board.of.directors.
The
preparation and construction office shall consist.of._________
.
persons,
among which ________ persons will be from Party A,._______.persons.
from
Party B. The preparation and construction office shall.have.one.
manager
recommended by Party _________, and one deputy manager by Party
________.
The manager and.deputy.manager.shall.be.appointed.by the.
board.of
directors.
Article 36
The.preparation.and.construction.office is.responsible.
for.the
following concrete works: examining the designs of.the.project,
.
signing
the project construction contract, organizing the purchase and.inspection
of related equipment, materials, etc., working out the general
schedule of
project construction, compiling the expenditure plans, controlling
project
financial.payments.and.final.accounts.of.the project,
.drawing.up
managerial methods and keeping and filing documents, drawings,.files.and
materials, etc., during the construction period of the project.
Article 37
... A technical group with several technical personnel appointed by
.
Party
A and Party B shall be organized. The group, under the leadership. of.the
preparation and construction office, is.in.charge.of.the
examination,
supervision, inspection, testing, checking and accepting, and.performance
checking of the project design, the quality of the project, the
equipment
and materials and the imported technology.
Article 38
After approval by both parties, the.establishment,
remuneration.and
the expenses of the staff of the preparation and construction office
shall
be covered in the project budget.
Article 39
After having completed the.project.and.finished the.turning.
over
procedures, the preparation and construction.office.shall.be
dissolved
upon the approval of the board of directors.
Chapter 13 Labor Management
Article 40
Labor contract covering the.recruitment,.employment,
dismissal.and
resignation, wages, labor insurance, welfare, rewards, penalties and
other
matters concerning the staff and workers.of.the.joint.venture
.
company
shall be drawn up between the joint venture company and the trade
union of
the joint venture company as a whole, or the individual employees. in.the
joint venture company as a whole or.individual.employees.in
accordance
with the Regulations of the People's Republic of China on Labor
Management
in.Joint.Ventures.Using.Chinese.and.Foreign Investment
and.its
Implementing Rules.
... The labor contracts shall, after being signed, be filed with the
local
labor management department.
Article 41
The appointment of high-ranking administrative.personnel
recommended
by both.parties,.their.salaries,.social.insurance, welfare.
and.the
standard of travelling expenses etc. shall be decided by.the.meeting.of
the board of directors.
Chapter 14 Taxes, Finance and Audit
Article 42
The joint venture company shall.pay.taxes.in accordance.
with.the
provisions of Chinese laws and other relative regulations.
Article 43
Staff members and workers of.the.joint.venture company
shall.pay
individual income tax according to the Individual Income Tax.Law. of.the
People's Republic of China.
Article 44
Allocations for reserve funds, expansion funds of.the.joint
.
venture
company and welfare funds and bonuses for staff and workers shall. be.set
aside in accordance with the provisions of.the.Joint.Venture Law.
The
annual proportion.of.allocations.shall.be.decided.by the.
board.of
directors according.to.the.business.situation.of.the joint.
venture
company.
Article 45
The fiscal year of the joint venture company shall be from
January.1
to December 31. All vouchers, receipts, statistic statements.and.
reports
shall be written in Chinese.
(Note: A.foreign.language.can.be.used concurrently.with.mutual
consent).
Article 46
... Financial checking and examination of the joint venture company
.
shall
be conducted by an auditor.registered.in.China.and.reports
shall.be
submitted to the board of directors and the general manager.
In case Party B considers it necessary to.employ.a foreign.
auditor
registered in another country to undertake annual financial.checking.
and
examination, Party A shall give its.consent..All.the.expenses
.
thereof
shall be borne by Party B.
Article 47
In the first three months of.each.fiscal.year, the.manager.
shall
prepare the previous year's balance sheet, profit and loss.statement.
and
proposal regarding the disposal of profits, and submit them to.the.board
of directors for examination and approval.
Chapter 15 Duration of the Joint Venture
Article 48
The duration of the joint venture company is.___________
years..The
establishment date of the joint venture company shall be the date on
which
the business license of the joint venture company is issued.
An application for the extension of.the.duration, proposed.
by.one
party and unanimously.approved.by.the.board.of directors,
.
shall.be
submitted to the Ministry of Foreign Trade and.Economic.Cooperation.
(or
the examination and approval authority entrusted by it) six.months.
prior
to the expiry date of the joint venture.
Chapter 16 The Disposal of Assets.after.the.Expiration.of the
Duration
Article 49
... Upon the expiration of the duration, or termination before the
date of
expiration.of.the.joint.venture,.liquidation.shall be.carried.out
according to the relevant laws. The liquidated assets shall be
distributed
in accordance with the proportion of investment contributed by Party A
and
Party B.
Chapter 17 Insurance
Article 50
Insurance policies of the joint venture company on.various
kinds.of
risks shall be underwritten with the People's Republic.of.China.
.
Types,
value and duration of insurance shall be decided by the board of
directors
in accordance with the provisions of the.People's.Insurance.Company
of
China.
Chapter 18 The Amendment, Alteration and.Termination of the
.
Con- tract
Article 51
The amendment of the contract or.other.appendices shall come.into
force only after a written agreement has been signed by Party A and.
Party
B and approved by the original examination and approval authority.
Article 52
In case of inability to fulfil the contract or to.continue
operation
due to heavy losses in successive years as a result of force majeure,
.
the
duration of the joint venture and the contract shall be terminated.
before
the time of expiration after being unanimously agreed upon by the
board of
directors and approved by the original examination and approval
authority.
Article 53
Should the joint venture company be unable to continue.its
operation
or achieve.its.business.purpose.due.to.the.fact that.one.of.the
contracting parties fails to fulfil.the.obligations.prescribed. by
the
contract and articles of association, or seriously violates the
provisions
of the contract and articles of association, that party shall be
deemed to
have unilaterally terminated the contract. The other party shall have.
the
right to terminate the contract in accordance with the provisions. of.the
contract.after.approval.by.the.original.examination and..
approval
authority, and to claim damages. In case Party A and Party B of the.
joint
venture company agree to continue the operation, the party.who
fails.to
fulfil its obligations shall be liable.for.the.economic.losses
.
caused
thereby to the joint venture company.
Chapter 19 Liability for Breach of Contract
Article 54
should either Party.A.or.Party.B.fail to.pay.on.schedule.the
contributions in accordance with the provisions defined in.Chapter.
5.of
this contract, the party in breach shall pay to the other party
_________%
of the contribution starting from the first month after exceeding the
time
limit. Should the party in breach fail to pay after 3 months,
.__________%
of the contribution shall be paid to the other party, who shall have.the
right to terminate the contract and to claim damages.from.the party
in
breach in accordance with the provisions of Article 53.of.the
contract.
Article 55
... Should all or part of the contract and its appendices be unable to
be
fulfilled owing to the fault of one party, the party in breach shall.
bear
the liability therefor. Should it be the fault of both parties, they
shall
bear their respective.liabilities.according.to.the.actual
situation.
Article 56
In order.to.guarantee.the.performance.of the.contract.
and.its
appendices, both Party A and Party B shall provide each.other.with.bank
guarantees for performance of the contract.
Chapter 20 Force Majeure
Article 57
Should either of.the.parties.to.the contract.be.prevented.
from
executing the contract by force.majeure,.such.as.earthquake,
.
typhoon,
flood, fire, war or other unforeseen.events,.and.their.occurrence
and
consequences are unpreventable and unavoidable, the prevented party.
shall
notify the other party by telegram without any delay, and within. 15.days
thereafter provide detailed information of the events and a valid
document
for evidence issued by the relevant public notary organization.explaining
the reason of its inability to execute or delay the execution.of.all.or
part of the contract. Both parties shall,.through.consultations,
.
decide
whether to terminate the contract or to exempt part of the obligations
for
implementation of the contract or whether to delay the.execution. of.the
contract according to the effects of the events on the performance of.
the
contract.
Chapter 21 Applicable Law
Article 58
The formation, validity, interpretation, execution and.settlement
of
disputes in respect of, this contract shall be governed.by.the.
relevant
laws of the People's Republic of China.
Chapter 22 Settlement of Disputes
Article 59
... Any disputes arising from the execution of, or in connection with,
the
contract shall be settled.through.friendly.consultations.between
.
both
parties. In case no settlement can be reached through.consultations, .
the
disputes shall be submitted to the Foreign Economic and Trade.Arbitration
Commission of the China Council for the Promotion of.International.
Trade
for arbitration in accordance with its rules of.procedure..The.
arbitral
award is final and binding upon both parties.
Or
... Any disputes arising from the execution of, or in connection with
the
contract shall be settled.through.friendly.consultations.between
.
both
parties. In case no settlement can be reached through.consultations,
.
the
disputes shall.be.submitted.to.__________Arbitration
Organization.in
__________for arbitration in accordance with its rules of.procedure.
.
The
arbitral award is final and binding upon both parties.
Or
... Any disputes arising from the execution of, or in connection with
the
contract shall be settled.through.friendly.consultations.between
.
both
parties. In case no settlement can be settled through.consultations,
.
the
disputes shall be submitted for arbitration.
Arbitration shall take place in the defendant's country.
If in China, arbitration shall be conducted by.the.Foreign
.
Economic
and Trade Arbitration Commission of the China Council for the
Promotion of
International Trade in accordance with its rules of procedure.
If in ___________, the arbitration shall be conducted by
___________in
accordance with its rules of procedure.
The arbitral award is final and binding upon both parties.
(Note: When formulating contracts, only.one.of.the above-
mentioned
provisions can be used).
Article 60
During the arbitration, the contract shall be observed and
enforced by
both parties except for the matters in dispute.
Chapter 23 Language
Article 61
The contract shall be written in.Chinese.and.in ___________.
.
Both
language versions are equally authentic. In the event of.any.discrepancy
between.the.two.aforementioned.versions,.the.Chinese version.
shall
prevail.
.......... Chapter 24 Effectiveness of the Contract and Miscellaneous
Article 62
The appendices drawn up in accordance.with.the principles. of.this
contract are integral parts.of.this.contract,.including:.the
.
project
agreement, the technology transfer agreement,.the.sales.agreement
.
etc.
Article 63
... The contract and its appendices shall come into force commencing
.
from
the date of approval.of.the.Ministry.of.Foreign.Trade and.
Economic
Cooperation.of.the.People's.Republic.of.China (or.its
entrusted
examination and approval authority).
Article 64
Should notices in connection with any party's rights.and
obligations
be sent by either Party A or Party B.by.telegram.or.telex,
etc.,.the
written letter notices.shall.be.also.required.afterwards. The.legal
addresses of Party A and Party B listed in.this.contract.shall. be
the
posting addresses.
Article 65
The contract.is.signed.in.___________, China.by.the
authorized
representatives of both parties on __________, __________.
For Party A For Party B
(Signature) (Signature) |
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