中外合资经营合同格式
中外合资经营合同格式
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.