中外合作经营合同范本格式范本(1)

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1、中外合作经营合同范本格式范本THE CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTURE Whole Doc. Chapter 1 General Provisions In accordance with the Law of the Peoples Republic of China on Chinese- Foreign Cooperative Joint Ventures and other relevant Chinese laws and regulations, _Company and _Company, in accordan

2、ce with the principle of equality and mutual benefit and through friendly consultations, agree to jointly set up a Cooperative venture in _ the Peoples Republic of China. Chapter 2 Parties of the Cooperative Venture Article 1 Parties to this contract are as follows: _Company (hereinafter referred to

3、 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:

4、 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 a

5、gree 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 _st

6、reet_(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 Peoples Republic of China. Article 5 The organization form of the Cooperative venture company is a limited liability company. The profit

7、s, 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 t

8、echnical 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 benef

9、its 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 n

10、ew 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 increase

11、d 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 v

12、enture 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

13、 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, P

14、arty 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

15、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_

16、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, busines

17、s 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 o

18、ther 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 pur

19、chasing 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 c

20、ooperative 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 coopera

21、tive 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

22、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 producti

23、on 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;

24、 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 Bs Investment Article 15 The cooperative venture company shall distribute its profits in accordance with t

25、he 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 Bs Investment and _Years scheduled to pay back all Party Bs Investment; _% of the le

26、ft 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 outsi

27、de 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

28、 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 coop

29、erative venture company may entrust Party B to sell its products, accounting for _%. Article 18 The cooperative ventures 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 co

30、mpany 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 o

31、f 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. T

32、he 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 coopera

33、tive 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:

34、 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 represe

35、nt 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 to

36、tal 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

37、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

38、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 depu

39、ty 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 derelic

40、tion 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

41、, 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

42、whole or individual employees in accordance with the law of the Peoples 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 perso

43、nnel 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 pr

44、ovisions 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 Peoples Republic of China. Article 34 The fiscal year of the joint venture company shall

45、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 a

46、uditor 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 th

47、e 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 years balance sheet, profit and loss statement and proposal regarding the disposal of profits, and submit them to the board of directors for examination and

48、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 exte

49、nsion 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

50、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 Peoples Republic

51、 of China. Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the Peoples Insurance Company of China. Chapter 16 The Amendment, Alteration and Termination of the Con- tract Article 40 The amendment of the contract or other appendice

52、s 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

53、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 Sh

54、ould 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 an

55、d 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

56、. 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

57、 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,

58、 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

59、 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 appen

60、dices, 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,

61、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

62、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, interpre