第一章 总 则 Chapter 1 General Provisions
第一章 总 则 Chapter 1 General Provisions
In accordance with the Law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures 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 set up a Cooperative venture in _______the People's Republic of China.
第二章 合作各方 Chapter 2 Parties of the Cooperative Venture
第一条 本合同的各方为：中国＿＿＿＿＿＿＿＿公司（以下简称甲方），在中国＿＿＿＿＿＿＿＿省＿＿＿＿＿＿＿＿市登记注册，其法定地址在＿＿＿＿＿＿＿＿省＿＿＿＿＿＿＿ ＿＿市＿＿＿＿＿＿＿＿区＿＿＿＿＿＿＿＿路＿＿＿＿＿＿＿＿＿号。法定代表：姓名＿＿＿＿＿＿＿＿职务＿＿＿＿＿＿＿＿国籍＿＿＿＿＿＿＿。＿＿＿＿＿＿＿＿国（或地区）＿＿＿＿＿＿＿＿公司（以下简称乙方） 在＿＿＿＿＿＿＿＿国（或地区）登记注册，其法定地址在＿＿＿＿＿＿＿＿。法定代表：姓名＿＿＿＿＿＿＿＿职务＿＿＿＿＿＿＿＿国籍＿＿＿＿＿＿＿＿。 （注：若有两个以上合作者，依次称丙、丁......方）
Article 1 Parties to this contract are as follows:
Company (hereinafter referred to as Party A), registered in China, and its legal address is at________(street)_______(district)________(city)_____China.
Nationality:___________Company (hereinafter referred to as Party B), registered in_______. Its legal address is at___________.
(Note: In case there are more than two investors, they will be called Party C, D... in proper order).
第三章 成立合作经营公司 Chapter 3 Establishment of the Cooperative Venture Company
第二条 甲、乙方根据中华人民共和国有关法律、法规的有关规定，同意在 ＿＿＿＿＿＿＿＿省＿＿＿＿＿＿＿＿市建立合作经营的＿＿＿＿＿＿＿＿有限公司（以下简称合作公司）。 外文名称为＿＿＿＿＿＿＿＿。
Article 2 In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up ___________Cooperative venture limited liability company(hereinafter referred to as the Cooperative venture company).
Article 3The name of the Cooperative venture company is______________ Limited Liability Company.
The legal address of the joint venture company is at________stree_________(city)__________province.
Article 4 All activities of the Cooperative 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 Cooperative venture company is a limited liability company. The profits, risks and losses of the Cooperative venture company shall be shared by the parties according to the relevant provisions thereafter.
Chapter 4 The Purpose, Scope and Scale of Production and Business
Article 6 The goals of the parties to the Cooperative venture are to enhance economic cooperation and 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 Cooperator.
(Note: This article shall be written according to the specific situations in the contract).
Article 7The productive and business scope of the Cooperative 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 Cooperative venture company is as follows:
1.The production capacity after the Cooperative 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).
第五章 投资总额和注册资本 Chapter 5 Total Amount of Investment and the Registered Capital
Article 9The total amount of investment of the Cooperative venture company is RMB____________(or a foreign currency agreed upon by both parties).
Article 11 Party A and Party B will contribute the following to the cooperative venture:
乙方：投资总额为＿＿＿＿＿＿＿＿元，其中：现金＿＿＿＿＿＿＿＿ 元；机器设备和交通运输工具＿＿＿＿＿＿＿＿元；工业产权＿＿＿＿＿＿＿＿ 元；其他＿＿＿＿＿＿＿＿元。
Party A: premises__________m2 ， the right to the use of the site_________m2
Party B: cash ______________Yuan ， machines and equipment ____________Yuan
industrial property __________Yuan others _____________Yuan, ___________Yuan in all.
(Note: When contributing industrial property as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract).
第十二条 甲方提供的土地使用权，应在合同批准之日起＿＿＿＿＿＿＿＿ 天内办完征拨手续，交付合作公司使用。
Article 12 The right to the use of site contributed by Party A shall be for the use of the cooperative venture company within _______________days after the approval of the contract.
The cash contributed by Party B shall be paid in installment. Each installment shall be as follows:
(Note: it shall be written according to the concrete conditions).
Article 13 The machines and equipment contributed by Party B as investment shall meet the needs of the cooperative venture company, and shall be carried to the Chinese port_________ days before the completion of the premises construction.
第六章 合作各方应负责完成的事项 Chapter 6 Responsibilities of Each Party to the Joint Venture
甲方责任 Responsibilities of Party A:
Article 14 Party A and Party B shall be respectively responsible for the following matters:
Handling of applications for approval, registration, business license and other matters concerning the establishment of the cooperative venture company from relevant departments in charge in China;
Processing the application for the right to the use of a site to the authority in charge of the land;
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 cooperative venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;
Assisting the cooperative venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.;
Organizing the design and construction of the premises and other engineering facilities of the cooperative venture company;
Assisting the cooperative 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 cooperative venture company.
Responsibilities of Party B:
Providing cash, machinery and equipment, industrial property... in accordance with the provisions of Article 11 and Article 12, 13, 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 cooperative 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 cooperative venture company;
In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the cooperative venture company in 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).
第七章 合作经营期限 Chapter 7 Distribution of Profits and Repayment for Party B's Investment
The cooperative venture company shall distribute its profits in accordance with the following procedure after paying the income tax:
____________% as allocations for reserve funds, expansion funds, welfare funds and bonuses for staff and workers of the cooperative venture company;
____________% as repayment for Party B's Investment and___________Years scheduled to pay back all Party B's Investment;
___________% of the left distributed to Party A and _________% to Party B.
第九章 产品的销售 Selling of Products
The products of cooperative 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 operations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company).
第十章 董事会 The Board of Directors
The date of registration of the cooperative venture company shall be the date of the establishment of the board of directors of the cooperative venture company.
第二十一条 董事会由董事＿＿＿＿＿名组成，其中甲方委派＿＿＿＿＿名，乙方委派＿＿＿＿＿名。董事长由＿＿＿＿＿方委派，副董事长＿＿＿＿＿名，由 ＿＿＿＿＿方委派。 董事长、副董事长和董事任期四年，经各方继续委派可以连任。
Article 21 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-chairmans four years, their term of office may be renewed if continuously appointed by the relevant party.
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.
The meeting shall be valid only when more than two thirds of the total number of directors attend. In case of absence, the director shall entrust another person to attend and vote for him with a trust deed.
The chairman of the board is the legal representative of the cooperative 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.
第十一章 经营管理机构Business Management Office
第二十五条 合作公司设总经理一人，副总经理＿＿人，负责公司的日常经营管理。总经理由＿＿方推荐；副总经理由＿＿方推荐＿＿人，另一方推荐＿＿ 人，均由董事会聘请，任期＿＿年。
The cooperative 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.
The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the cooperative venture company. The deputy general managers shall assist the general manager in his work.
The general manager shall report to the board of directors the operation conditions of the cooperative company every three months, and make a financial report every six months.
In case of graft or serious dereliction of duty on the part of the general manager and deputy generalrs, the board of directors shall have the power to dismiss them at any time.
第十二章 劳动管理 Labour Management
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 cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture company as a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures.
The cooperative venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.
第十六章 违约责任 Liability for Breach of Contract
Should the cooperative 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 cooperative 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.
第三十九条 甲、乙任何一方如未按本合同第十一条、第十二条以及第十三条的规定提供合作条件时，以逾期的第一个月算起，每逾期一个月，违约方应缴 付＿＿＿＿元违约金给守约的一方。（注：或按出资额的百分比计算）如逾期＿＿ 个月仍未提供，除累计缴付违约金外，守约一方有权按照本合同第三十八条规定终止合同，并要求违约方赔偿损失。
Should either Party A or Party B fail to provide 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________Yuan, or __________% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after ______months, _________Yuan, or _________% 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 42 of the contract.
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
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 within __________days after the contract comes into force.
第十七章 不可抗力 Force Majeure
第四十二条 在合作期间，由于地震、台风、水灾、火灾、战争或其他不能预见并且对其发生和后果不能防止和避免的不可抗力事故，致使直接影响合同的履行或者不能按约定的条件履行时，遇有上述不可抗力事故的一方，应立即将事故情况电报通知对方，并应在十五天内提供事故的详细情况及合同不能履行，或者部分不能履行，或者需要延期履行的理由的有效证明文件。此项证明文件应由 事故发生地区的有权证明的机构出具。按照事故对履行合同影响的程度，由双方协商决定是否解除合同，或者部分免除履行合同的责任，或者延期履行合同。
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.
第十八章 争议的解决 Settlement of Disputes
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 China Internation Economic and Trade Arbitration Commission, Shenzhen Commission for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties.
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.
第十九章 文 字Language
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.
第二十章 合同生效及其他 Effectiveness of the Contract and Miscellaneous
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.
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).
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.
The contract is signed in _______, China by the authorized representatives of both parties on ___________.
For Party A ______________________ For Party B ______________________
(Signature) ______________________ (Signature)______________________