中外合作经营合同格式
中外合作经营合同格式
THE CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTURE
Whole Doc.
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.
Chapter 2 Parties of the Cooperative 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 Cooperative Venture Company
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 3
The name of the Cooperative 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 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 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 7
The 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).
Chapter 5 Total Amount of Investment and the Registered Capital
Article 9
The total amount of investment of the Cooperative venture company is
RMB____________(or a foreign currency agreed upon by both parties).
Article 10
The registered capital of the joint venture company is RMB __________.
(Exclusive of the right to the use of the site or the right to the
exploitation of the natural resources and premises contributed by Party
A.)
Article 11
Party A and Party B will contribute the following to the cooperative
venture:
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).
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.
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 cooperative 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 cooperative venture company;
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.;
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 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 Distribution of Profits and Repayment for Party B's Investment
Article 15
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.
Chapter 8 Selling of Products
Article 16
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).
Article 17
Products may be sold on overseas markets through the following
channels:
The cooperative venture company may directly sell its products on the
international market, accounting for _________%.
The cooperative 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 cooperative venture company may entrust Party B to sell its
products, accounting for ________%.
Article 18
The cooperative 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 cooperative venture company
directly.
Article 19
In order to provide maintenance service to the products sold both in
China or abroad, the cooperative venture company may set up sales branches
for maintenance service both in China or abroad subject to the approval of
the relevant Chinese department.
Chapter 9 The Board of Directors
Article 20
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.
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.
Article 22
The highest authority of the cooperative venture company shall be its
board of directors. It shall decide all major issues concerning the
cooperative 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 23
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.
Article 24
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.
Article 25
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.
Chapter 10 Business Management Office
Article 26
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.
Article 27
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.
Article 28
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.
Article 29
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 Labor Management
Article 30
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 labor contracts shall, after being signed, be filed with the local
labor management department.
Article 31
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 12 Taxes, Finance and Audit
Article 32
The cooperative venture company shall pay taxes in accordance with the
provisions of Chinese laws and other relative regulations.
Article 33
Staff members and workers of the cooperative venture company shall pay
individual income tax according to the Individual Income Tax Law of the
People's Republic of China.
Article 34
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 35
Financial checking and examination of the cooperative 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 36
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 13 Duration of the Cooperative Venture
Article 37
The duration of the cooperative venture company is______ years. The
establishment date of the joint venture company shall be the date on which
the business license of the cooperative 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 14 The Disposal of Assets after the Expiration of the Duration
Article 38
Upon the expiration of the duration, the assets shall belong to Party
A.
Chapter 15 Insurance
Article 39
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 16 The Amendment, Alteration and Termination of the Con- tract
Article 40
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 41
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 cooperative 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.
Chapter 17 Liability for Breach of Contract
Article 42
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.
Article 43
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.
Article 44
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 45
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.
Chapter 18 Force Majeure
Article 46
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 19 Applicable Law
Article 47
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 20 Settlement of Disputes
Article 48
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.
Article 49
During the arbitration, the contract shall be observed and enforced by
both parties except for the matters in dispute.
Chapter 21 Language
Article 50
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 22 Effectiveness of the Contract and Miscellaneous
Article 51
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 52
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 53
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 54
The contract is signed in __________, China by the authorized
representatives of both parties on _____, 19_______.
For Party A For Party B
(Signature) (Signature)