2022年对外加工贸易-中外合作经营合同范本(1).docx

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1、2022对外加工贸易-中外合作经营合同范本(1)the contract for sino-foreign cooperative joint venturechapter 1 general provisionsin accordance with the law of the people’’s republic of china on chinese-foreign cooperative joint ventures and other relevant chinese laws andregulations, _company and _company, in

2、 accordancewith the principle of equality and mutual benefit and through friendlyconsultations, agree to jointly set up a cooperative venture in _the people’’s republic of china.chapter 2 parties of the cooperative venturearticle1 parties to this contract are as follows: _company (herein

3、afterreferred to as party a), registered with _in china, and its legaladdress is at_(street)_(district)_(city)_china. legal representative: name: position: nationality: _company (hereinafter referred to as party b), registeredwith_. its legal address at_. legal representative: name: position: nation

4、ality: (note: in case there are more than two investors, they will be calledparty c, d in proper order).chapter 3 establishment of the cooperative venture companyarticle 2 in accordance with the cooperative venture law and other relevantchinese laws and regulations, both parties of the cooperative v

5、entureagree 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_ limitedliability company. the name in foreign language is _. the legal address of the joint venture company is at

6、_street_(city)_province.article 4 all activities of the cooperative venture company shall be governed bythe laws, decrees and pertinent rules and regulations of the people’’srepublic of china.article 5 the organization form of the cooperative venture company is a limitedliability company

7、. the profits, risks and losses of the cooperativeventure company shall be shared by the parties according to the relevantprovisions thereafter. chapter 4 the purpose, scope and scale of production and businessarticle 6 the goals of the parties to the cooperative venture are to enhanceeconomic coope

8、ration technical exchanges, to improve the product quality,develop new products, and gain a competitive position in the world marketin quality and price by adopting advanced and appropriate technology andscientific management methods, so as to raise economic results and ensuresatisfactory economic b

9、enefits for each cooperator. (note: this article shall be written according to the specificsituations in the contract).article 7 the productive and business scope of the cooperative venture companyis to produce _products; provide maintenance service after the saleof the products; study and develop n

10、ew products. (note: it shall be written in the contract according to the specificconditions).article 8 the production scale of the cooperative venture company is as follows: 1. the production capacity after the cooperative venture is put intooperation is _. 2. the production scale may be increased u

11、p to_ with thedevelopment of the production and operation. the product varieties may bedeveloped into _. (note: it shall be written according to the specific situation).chapter 5 total amount of investment and the registered capitalarticle 9 the total amount of investment of the cooperative venture

12、company isrmb_(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 theexploitation of the natural resources and premises contributed by partya.)article 11 party a and

13、 party b will contribute the following to the cooperativeventure: 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 aand par

14、ty b shall conclude a separate contract to be a part of this maincontract).article 12 the right to the use of site contributed by party a shall be for theuse of the cooperative venture company within _days after the approval of the contract. the cash contributed by party b shall be paid in_installme

15、nt. 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 shallmeet the needs of the cooperative venture company, and shall be carried to the chinese port_ days before the comp

16、letion of the premisesconstruction.chapter 6 responsibilities of each party to the joint venturearticle 14 party a and party b shall be respectively responsible for thefollowing matters:responsibilities of party a: handling of applications for approval, registration, business licenseand other matter

17、s concerning the establishment of the cooperative venturecompany from relevant departments in charge of china; processing the application for the right to the use of a site to theauthority in charge of the land; organizing the design and construction of the premises and otherengineering facilities o

18、f the cooperative venture company; assisting party b to process import customs declaration for themachinery and equipment contributed by party b as investment and arrangingthe transportation within the chinese territory; assisting the cooperative venture company in purchasing or leasingequipment, ma

19、terials, raw materials, articles for office use, means oftransportation and communication facilities etc.; assisting the cooperative venture company in contacting and settlingthe fundamental facilities such as water, electricity, transportationetc.; assisting the cooperative venture in recruiting ch

20、inese managementpersonnel, technical personnel, workers and other personnel needed; assisting foreign workers and staff in applying for entry visas, worklicenses and handling their travel procedures; responsible for handling other matters entrusted by the cooperativeventure company.responsibilities

21、of party b: providing cash, machinery and equipment, industrial property inaccordance with the provisions of article 11 and article 12, 13, andresponsible for shipping capital goods such as machinery and equipmentetc. contributed as investment to a chinese port; handling the matters entrusted by the

22、 cooperative venture company,such as selecting and purchasing machinery and equipment outside china,etc.; providing necessary technical personnel for installing, testing andtrial production of the equipment as well as the technical personnel forproduction and inspecting; training the technical perso

23、nnel and workers of the cooperativeventure company; in case party b is the licensor, it shall be responsible for thestable production of qualified products of the cooperative venture companyin the light of design capacity within the specified period; responsible for other matters entrusted by the jo

24、int venture company. (note: it shall be written according to the specific situation).chapter 7 distribution of profits and repayment for party b’’s investmentarticle 15 the cooperative venture company shall distribute its profits inaccordance with the following procedure after paying the

25、 income tax: _% as allocations for reserve funds, expansion funds,welfare funds and bonuses for staff and workers of the cooperative venturecompany; _% as repayment for party b’’s investment and_years scheduled to pay back all party b’’s investment; _% of the left distributed

26、 to party a and _% toparty b.chapter 8 selling of productsarticle 16 the products of cooperative venture company will be sold both on thechinese and the overseas market, the export portion accounts for_%, _% for the domestic market. (note: an annual percentage and amount for outside and domesticsell

27、ing will be written out according to practical operations, in normalconditions, the amount for export shall at least meet the needs of foreignexchange expenses of the joint venture company).article 17 products may be sold on overseas markets through the followingchannels: the cooperative venture com

28、pany may directly sell its products on theinternational market, accounting for _%. the cooperative venture company may sign sales contracts with chineseforeign trade companies, entrusting them to be the sales agencies orexclusive sales agencies, accounting for _%. the cooperative venture company may

29、 entrust party b to sell itsproducts, accounting for _%.article 18 the cooperative venture’’s products to be sold in china may be handledby the chinese materials and commercial departments by means of agency orexclusive sales, or may be sold by the cooperative venture companydirectly.art

30、icle 19 in order to provide maintenance service to the products sold both inchina or abroad, the cooperative venture company may set up sales branchesfor maintenance service both in china or abroad subject to the approval of the relevant chinese department.chapter 9 the board of directors.article 20

31、 the date of registration of the cooperative venture company shall bethe date of the establishment of the board of directors of the cooperativeventure company.article 21 the board of directors is composed of _directors, of which_shall be appointed by party a, _by party b. thechairman of the board sh

32、all be appointed by party a, and its vice-chairmanby party b. the term of office for the directors, chairman andvice-chairmans four years, their term of office may be renewed ifcontinuously appointed by the relevant party.article 22 the highest authority of the cooperative venture company shall be i

33、tsboard of directors. it shall decide all major issues concerning thecooperative venture company. unanimous approval shall be required for anydecisions concerning major issues. as for other matters, approval bymajority or a simple majority shall be required. (note: it shall be explicitly set out in

34、the contract).article 23 the chairman of the board is the legal representative of thecooperative venture company. should the chairman be unable to exercise hisresponsibilities for any reason, he shall authorize the vice-chairman orany other directors to represent the joint venture company temporaril

35、y.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 theboard. the chairman may convene an interim meeting based on a proposalmade by more than one third of the total number of directors. minutes of the mee

36、tings shall be placed on file.article 25 the meeting shall be valid only when more than two thirds of the totalnumber of directors attend. in case of absence, the director shall entrustanother person to attend and vote for him with a trust deed.chapter 10 business management office.article 26 the co

37、operative venture company shall establish a management officewhich shall be responsible for its daily management. the management officeshall have a general manager, appointed by party _, _deputygeneral managers, _by party _; _by party _. the generalmanager and deputy general managers whose terms of

38、office is _yearsshall be appointed by the board of directors.article 27 the responsibility of the general manager is to carry out thedecisions of the board and organize and conduct the daily management of the cooperative venture company. the deputy general managers shall assistthe general manager in

39、 his work.article 28 the general manager shall report to the board of directors theoperation conditions of the cooperative company every three months, andmake a financial report every six months.article 29 in case of graft or serious dereliction of duty on the part of thegeneral manager and deputy general managers, the board of directors shallhave the power to dismiss them at any time.第16页 共16页第 16 页 共 16 页第 16 页 共 16 页第 16 页 共 16 页第 16 页 共 16 页第 16 页 共 16 页第 16 页 共 16 页第 16 页 共 16 页第 16 页 共 16 页第 16 页 共 16 页第 16 页 共 16 页