签署日期 The date of Signature:
签署日期 The date of Signature:
甲方：Party A: CHINA CONSTRUCTION MACHINERY CORPORATION
授权代表：Legal Representative: 职务：Title:
电话：Tel: 传真：Fax: 邮箱：E-mail：
乙方：Party B: GERMANY JARDINE SCHINDLER (FAR EAST) CORPORATION
德国JARDINE SCHINDLER （远东）公司
授权代表：Legal Representative: ，职务：Title:
电话：Tel: 传真：Fax: 邮箱：E-mail：
Article 1 第1章General Principle 总则
In accordance with the stipulations of “the Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment” and other related laws and rules, and on the basis of equality and mutual benefit, _____ of the People’s Republic of China (PRC) and _____ of _____, both agree to agree to establish a Joint Venture Enterprise with joint investment and hereby sign this contract.
Article 2 第2章 Two Parties of the Joint Venture 合资企业双方
_____ of China (hereinafter referred to as Party A ) is a registered company in the PRC, its statutory address being ____ and statutory representative: Name: _____, Position: _____, Nationality: _____.
_____of _____ (hereinafter referred to as Party B) is a registered company in _____ with its statutory address being: _____ and statutory representative: Name: _____, Position: _______, Nationality: _____.
Article 3 第3章 Founding of a Joint Venture Company 合资企业的建立
3.1 In accordance with “the Law of the People’s Republic of China on Joint Venture Enterprises Using Chinese and Foreign Investment” and other related laws both Party A and Party B agree to establish a joint venture enterprise in the PRC _____, a limited liability company (hereinafter referred to as the Joint Venture).
3.2 Chinese name for the Joint Venture: 合资企业的中文名称为
English name for the Joint Venture: 合资企业的英文名称为
Statutory addresss of the Joint Venture: 合资企业的法定地址是
3.3 All the activities of the Joint Ventuure should abide by the stipulations of the laws, ordiances and related regulation of the People’s Republic of China.
3.4 The Joint Venture takes the form of Limited Liability Company. Party A and Party B shall share profits, risks and losses at the ratio of each contribution to the registered capital.
Article 4 第4章 Objectives of the Joint Venture 合资企业的目标
The Joint Venture is operated on the basis of commercial principles of justice, legality, equality and mutual benefit. It should strengthen economic cooperation and technological exchange, apply advanced and applicable scientific management techniques to operate the enterprise. It should demonstrate its competitiveness in the international as well as domestic markets with such advantages as good quality, low price, timely delivery and comprehensive aftersales services, so that economic results satisfactory to both Parties can be achieved.
Article 5 第5章 Business Scope of the Joint Venture合资企业的营业范围
The scope of the Joint Ventur shall include the manufacture and distribution of _____ serviced by a comprehensive after-sales service. It shall also include research and development of new products. The production capacity of the Joint Venture shall be _____ with the option of expansion, in accordance with favorable market conditions to an annual capacity of _____ and varieties.
Article 6 第６章 Registered Capital and Total Investment 注册资本和总投资
6.1 The registered captial of the Joint Venture shall be US$_____; with a paid-up captical of US$_____; and the contribution made by Party A shall be US$ _____, accounting for _____% of the total; the contribution made by Party B shall be US$ _____, account for _____% of the total.
6.2 Party A and Party B shall invest by cash and goods according to the agreed amount:
Party A: Cash US$______;甲方：现金______美金；
Machinery equipment (Purchase price): US$_____机器设备（采购价）：_____美金
(The Appendix is hereby abbreviated.) （附录在此缩写）
Estimated price for the construction of factory: US$ 工厂建设预计价格：_____美金；
(See appendixes for details of factory design, schedule and quality control.)
Party B: Cash US$_____; 乙方：现金_____美金
Industiral properties US$_____; 工业资产：_____美金
Charges for transfer of manufacturing technology & know-how US$_____
(The Appendix is hereby abbreviated.) （附录在此缩写）
6.3 The actual amount of investment above should be made with cash, goods and technology agreed upon by both Parties. The total amount of investment should be completed within _____ months after the acquisition of the business licence by the Joint Venture. If it is necessary for the Joint Venture to make up capital in addition to the registered capital, it can be collected in China in an appropriate way upon the decision of the Board of Directors, or directly by means of a foreign bank loan.
6.4 Investment by Party A and Party B should be made in US dollars, and the expenditure in China paid in Renminbi should be calculated in US dollars according to the exchange rate of Renminbi to US dollars at five PM of the day prior to the pay date published by the Bank of China. The amount of net profit in Renminbi shared by Party B at the end of a year should be calculated according to the exchange rate of Renminbi to US dollars at five PM of the seventh working day after audit of the auditor at the end of the year.
6.5 It is agreed that it shall be necessary to obtain the permission of the other Party and gain the approval of the relevant higher authorities, if either Party A or Party B transfers part of all of its capital investment to a third Party. The other Party shall have the first right of refusal to purchase when one party transfers its investment, either partially or totally.
Article 7第7章 Obligations of Both Parties 双方的职责
7.1 Party A shall be responsilbe for 7.1 甲方应负责
Matters related to application to the authorities of China concerned for approval, registration and acquisition of permit or licence;
Application for the authorization of the charge of estate and land for the right to use the land, organization of design and construction of factory and engineering facilities needed by the Joint Venture, customs clearance for entry or exit and transportation with China;
Assistance in hiring personnel of Chinese nationality including administrator, technicians, workers and other staff needed by the Joint Venture;
Helping the foregin staff in handling visa formalities; 帮助外国员工处理签证事宜；
Other matters entrusted by the Joint Venture. 其它由合资企业所赋予的事宜。
7.2 Party B shall be responsible for 乙方应负责
Procuring for the Joint Venture advanced and applicable machinery and equipment from the international market, providing related information in that regard, putting quality first in the selection, so that the equipment can be introduced with the quality and quantity guaranteed.
The contract clauses for the introduction of machinery shall be handled by the department in charge after the checking and approval of the Board of Directors;
Assigning technical personnel to be responsible for the check, installation and maintenance of the machinery and equipment introduced; training technical personnel and workers of the Joint Venture;
Supervising the technology transferring Party to guarantee sustained and stable production of qualified products in conformity with the technical standards stipulated in the contract;
Other matters entrusted by the Joint Venture. 其它合资企业所委托的事宜。
Article 8 第8章Technology Transfer技术转让
8.1 Party A and Party B agree that for the objectives stipulated in Article 4 of this contract, the Joint Venture shall sign with Party _____ or a third Party technology transfer agreement, introducing advanced and applicable manufacturing techniques, including product design, manufacturing technologies, testing methods, formulating of materials, quality standards, trade mark, packaging, etc.
8.2 According to the stipulations of the contract, Party B and the transferring Party should guarantee the quality of the products. Therefeore, the advanced and applicable mnaufacturing technology introduced should be complete, accurate, reliable and among the state-of-the-art technologies of its kind, the types of the equipment selected and their performance should reach the requirements stipulated in the technology transfer agreement.
8.3 Party B should work out a detailed list of the technological processes, the date of the arrival of the equipment at the factory and technical services stipulated in the technology transfer agreement as an appendix to the contract and should be guaranteed
8.4 Blue prints, technical conditions and other technical documents are an indispensable part of the technology transfer and their timely provision should be guaranteed.
8.5 Within the term stipulated in the technology transfer agreement, Party B and the transferring Party should provide for the Joint Venture timely improvements, technical information and new data on the technology without additional charge.
8.6 Party B should guarantee rending assistance in enabling the technical personnel of the Joint Venture to master the transfered technology within the term stipulated in the technology transfer agreement.
8.7 Should Party B fail to provide the equipment and technology stipulated in the technology transfer agreement or perpetrate and deception or concealment, Party A shall have the right to claim compensation for any losses incurred.
8.8 The technology transfer fee shall be paid by means of deduction of a certain percentage of the annual sales. The percentage to be deducted shall account for _____% of the net annual sales of the products. For the term of payment for the deduction, the term of the technology transfer agreement stipulated in Article 8.9 of the contract should be the valid term for the deduction for technology transfer.
8.9 The term the Joint Venture has signed in the technology transfer agreement with Party B shall be _____ Years( Say _____ Years). Upon the expiration of the term of the technology transfer agreement, the Joint Venture shall have the right to continue the utilization, research and development of that technology. For _____ years (Say _____ Years) from the date of initial production after the introduction of the technology, the Joint Venture shall have the right to transfer the technology to any third Party freely, without the advice or consent of the original transferring Party.
Article 9第9章 Marketing市场
9.1 Products manufactured by the Joint Venture can be sold on the markets both in and outside China, with the total sold outside China accounting for _____%; Sales contract signed by the Joint Venture with export companies _____ for sales in a commission basis and consignment accounting for _____%.
9.2 Products can be sold in the world market through the following channels: Direct overseas sales by the Joint Venture, accounting for _____%; Sales contracts signed by the Joint Venture with export companies _____ for sales in a commission basis and consignment accounting for ______%.
9.3 In order to expand the sales of the products and keep their reputation and credit, it is feasible to set up “Products Service Centres” outside China for after-sale service.
9.4 The trademark used for the products of the Joint Venture within the term of the technology transfer agreement is _____.
Article 10第10章Board of Directors 董事会
10.1 The official registration date of the Joint Venture is the date of its establishment. The Board of Directors shall consist of _____ Directors, _____ of which shall be assigned by Party A, and ______ of which shall be assigned by Party B. The Chairman of the Board of Directors, the highest authority of the Joint Venture, shall decide all the matters of importance of the Joint Venture. Other matters can be decided with the approval of the majority. The Chairman of the Board is the statutory representative of the Joint Venture. When the Chairman cannot carry out his obligations for whatever reason, he can authorize the Vice-Chairman or other Director to act on his behalf.
10.2 The Board meeting shall be convened at least once a year and shall be sponsored by the Chairman. Initiated by three-quarters of the Directors, the Chairman can convene extempore Board meeting while memorandum of the meeting shall be kept on file.
10.3 The Join Venture shall have one General Manger and one Deputy General Manager. The General Manager shall be recommended by Party B, and the Deputy General Manger shall be selected by Party A and Party B together, and hired by the Board of Directors, and their tenure of office shall be _____ years. The General Manager and Deputy General Manager can be dismissed at any time through the resolution passed at the Board meeting if they are found to practice graft or be seriously derelict of their duties.
Article 11第11章Personnel Administration 人事管理
11.1 The hiring of senior administrator recommended by Party A and Party B, their salaries, social insurance, welfare and standards of travelling allowance shall be discussed and decided at the Board meeting.
11.2 With regard to employment, dismissal, wages, labor insurance, welfare and rewarded and penalty of the workers of the Joint Venture, the Board of Directors should discuss and work out a labor contract and then implement it in accordance with “Provisions of the PRC on the Labor Administration for Joint Venture Enterprises Using Chinese and Foreign Investment” and the methods of its implementation. The Labor Contract, after its signing, should be kept in the file of the local labor administration department.
11.3 Staff members of the Joint Venture have the right to establish their trade union and take part in its activities in accordance with the stipulations of “Trade Union Act of the People’s Republic of China”.
Article 12第12章Financing, Taxing and Auditing财务，税收和审计
12.1 The fiscal years of the Joint Venture start from the 1st day of January and ends on the 31st day of December of each year. All the accounting certificates, documents, reports and account books should be written both in English and Chinese.
12.2 The Joint Venture should pay all the taxes required according to the related laws and stipulations of the PRC.
12.3 The staff members of the Joint Venture should pay individual income tax according to “Individual Income Tax Law of the PRC”.
12.4 The Joint Venture should draw reserve funds, enterprise development funds and welfare and reward funds according to the stipulations of the “ the Law of the PRC on Joint Venture Enterprise Using Chinese and Foreign Investment”, the ratio of which funds to be drawn each year should be decided by the Board of Directors according to the status of business of the Join Venture.
12.5 For accounting auditing, the Joint Venture should hire accountants and auditors registered in the PRC, and report these results to the Board of Directors and the General Manager. If Party B is willing to hire auditors of another country for auditing of the annual finance, Party A should agree, but all charges shall be paid by Party B.
12.6 In the first three months of the business year, the Debit/Credit accounts of the last business year, documents of profit/loss accounts and profit sharing plan should be initiated by the General Manager and submitted to the Board of Directors for review and approval.
Article 13 第13章Preparation Work准备工作
13.1 Duirng the preparation and construction period of the Joint Venture, a preparation group should be set up directly under the Board of Directors, which shall consist of ______ perosn, _____ selected by Party A and _____ from Party B. A Group Leader shall be recommended by Party_____, and a Deputy Group Leader by Party_____. The Group Leader and Deputy Group Leader should be appointed by the Board of Directors.
13.2 The preparation group shall be responsible for auditing of engineering design, signing of contract project agreements, organizing the procurement and checking of the related equipment, materials and other goods, working out the general schedule of the construction plan for the budget, controlling financial payment and decision-making on the construction; responsible for the control and management of documents, blue prints, files, and data when the construction is in progress.
13.3 The preparation group shall be responsible for the auditing, supervision, check and test of performance of the technology being introduced . As for the procurement of equipment, priority should be given to China under the same conditions. Appointees by Party A should be invited when equipment is purchased from overseas markets.
13.4 The staff organization of the preparation group and their salaries and expenditures shall be entered into the construction budget upon approval of the Board of Directors.
13.5 The preparation group shall be cancelled upon the approval of the Board of Directors after the construction is completed and the procedure of transfer is implemented.
Article 14第14章Term of the Joint Venture合资企业期限
14.1 The term of the Joint Venture shall be _____ years. The date of the acquisiton of the business licence for the Joint Venture shall be the date for its establishment. It is necessary to submit an application to the department in charge for the extension of the term of the Join Venture six months prior to the expiration of term of the Joint Venture provided a motion is initiated by one of the Parties and approved unanimously by the Board of Driectors.
14.2 In accordance with the laws, the Joint Venture should be liquidated upon the expiration of the Joint Venture or termination of the business in advance. The liquidated properties should be distributed according to the ratio of investment made by Party A and Party B.
Article 15第15章Obligation of the Party Breaching the Contract违约方的责任
15.1 If either Party fails to contribute the amount of the investment committed by the time stipulated in Article 6 of the contract, the Party breaching the contract shall pay the Party observing the contract _______% of the total amount of investment overdue each day counting from the 30th bank date overdue. Should the Party breaching the contract fail to contribute the amount of capital it committed for 90 days, apart from the total sum of _____% of the above-mentioned fines, the Party observing the contract has the right to terminate the contract according to Article 16 of the contract and demand the Party breaching the contract to compensate for its losses.
15.2 Obligation should go to the Party if it is that Party’s fault that effects the implementation or complete implementation of the contract and its appendixes. Both Parties shall be liable for the breach of the contract, if the fault is due to both Parties.
15.3 In order to guarantee the implementation of this contract and its appendix, Party A and Party B should each provide a Bank Guaranty.
Article 16第16章Amendment, Termination and release of the Contract
16.1 When amendment is made to this contract and its appendixes, it shall not be valid unless a written agreement is signed by both Parties and submitted to and approved by the original inspection authorities.
16.2 With the unanimous agreement of the Board of Directors and approval of the original inspection department, the Joint Venture can be terminated prior to the original term or the contract be terminated in advance if the Joint Venture suffers losses in consecutive years and incapable of going on with the business for certain reasons.
Each engineering project of the Joint Venture should be insured by the People’s Insurance Company of China. The procedures shall be handled by the department in charge.
Article 18第18章Force Majeure不可抗力
As the consequence of Force Majeure, such as earth quakes, typhoons, floods, fires, wars or other natural calamities, which cannot be prevented or avoided , and directly affects the execution of the contract, or execution of the contract according to the terms stipulated in the contract, the Party that encounters the Force Majeure should notify the other Party by telegram of the actual situation of the accident. Valid documents to certify the detailed happenings of the accident, and valid documents to certify the reasons of its inability to fulfill or completely fulfill, or the necessity to postpone the fulfillment of the contract, should be submitted to the other Party within fifteen (15) days of the accident, and should be certified by the notarization department of the region where the accident took place. Disputes arising from cases of Force Majeure shall be resolved through negotiations between the two Parties as to whether to terminate the contract or partially release the obligations of the affected Party, or postpone the fulfillment of the contract according to the effect of the accident of the fulfillment of the contract.
19.1 Should any dispute arise from the implementation of or relating to the contract, both Parties shall resolve them through friendly negotiations. If the discrepancies cannot be solved by negotiations, they should be submitted to the Arbitration Committee of _____ for solution, whose decision shall be final and legally binding on both Parties.
19.2 During the process of arbitration, the contract should be executed with no interruption, except for those parts relating to discrepancies under arbitration.
Article 20第20章Validity of the Contract 合同有效期
20.1 All the articles of the contract including appendixes (Regulations of the Joint Venture ) are indispensable parts of this contract.
20.2 The contract including its appendixes shall be valid only when it has been approved by the higher authorities in charge of the two Parties.
20.3 Any communication relating to the rights and obligations of the two Parties should be made in written form, except notices, telegrams and telexes. The addresses stated in Article 2 of the contract are statutory addresses for correspondence between the two Parties. Any change in the statutory address should be notified to the other Party thirty (30) days in advance.
Article 21第21章Laws Applicable适用法律
The signing, validity, explanation and implementation of this contract should abide by the laws of the People’s Republic of China.
Article 22第22章Languae of the Text 文本语言
22.1 This contract is written both in English and Chinese. The contract in both language is of equal validity,. Should there be any discrepancy between the Chinese and Englsih versions, the text in the _______ language should be taken as standard.
22.2 Subtitles for each article are for clearness and do not affect the explanation of the content of the contract.
Authorized representative Authorized representative
of Party A (Signature) of Party B (Signature)