中外合作经营合同格式英文.docx

1、中外合作经营合同格式英文中外合作经营合同格式(英文)THE CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTUREWhole Doc.Chapter I General ProvisionsIn 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 ac

2、cordance 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 VentureArticle 1Parties 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: In case t

4、here are more than two investors, they will be called Party C, D. in proper order).Chapter 3 Establishment of the Cooperative Venture CompanyArticle 2In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parlies of the Cooperative venture agree to set u

5、p 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 name in foreign language is . The legal address of the joint venture company is at street (city) provinc

6、e.Article 4All 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 5The organization form of the Cooperative venture company is a limited liability company. The profits, risks and losses of

7、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 BusinessArticle 6The goals of the parties to the Cooperative venture are to enhance economic cooperation technical exchanges, to imp

8、rove 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.(N

9、ote: 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

10、 written in the contract according to the specific conditions).Article 8The 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 p

11、roduction 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 CapitalArticle 9The total amount of investment of the Cooperative venture company isRMB (or a foreign currency

12、agreed upon by both parties).Article 10The 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 11Party A and Parly B will contribute the following

13、 to the cooperative venture:Party A: premises m2 the right to the use of the site m2Parly 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 b

14、e a part of this main contract).Article 12The 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: (No

15、te: it shall be written according to the concrete conditions).Article 13The 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

16、Responsibilities of Each Party to the Joint VentureArticle 14Parly 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 cooper

17、ative 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

18、 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 offic

19、e use, means of transportation and communication facilities etc.;Assisting the cooperative venture company in contacting and settling (he fundamental facilities such as water, electricity, transportation etc.;Assisting the cooperative venture in recruiting Chinese management personnel, technical per

20、sonnel, 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 an

21、d 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 a

22、s 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 cooperativ

23、e 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 sha

24、ll be written according to the specific situation).Chapter 7 Distribution of Profits and Repayment for Party Bs InvestmentArticle 15The cooperative venture company shall distribute its profits in accordance with the following procedure after paying the income tax: % as allocations for reserve funds,

25、 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 left distributed to Party A and % to Party B.Chapter 8 Selling of ProductsArticle 16The produ

26、cts 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 condition

27、s, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company).Article 17Products may be sold on overseas markets through the following channels:The cooperative venture company may directly sell its products on the international market, accounting f

28、or %.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 18The cooperat

29、ive ventures products to he sold in China may he 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 19In order to provide maintenance service to the products sold both in China or abroa

30、d, 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 DirectorsArticle 20The date of registration of the cooperative venture company shall be the date of the estab

31、lishment of the board of directors of the cooperative venture company.Article 21The 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 d

32、irectors, chairman and vice-chairmans four years, their term of office may be renewed if continuously appointed by the relevant party.Article 22The highest authority of the cooperative venture company shall be its hoard 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