中外合作经营合同格式(英文)(doc 22).docx

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1、中外合作经营合同格式(英文)THE CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTUREWhole Doc.apter 1 General ProvisionsIn accordance with the Law of the Peoples Republic of China on inese-Foreign Cooperative Joint Ventures and other relevant inese laws and regulations, _pany and _pany, in accordance with the prin

2、ciple of equality and mutual benefit and through friendly consultations, agree to jointly set a Cooperative venture in _ the Peoples Republic of China.apter 2 Parties of the Cooperative VentureArticle 1Parties to this contract are as follows: _pany (hereinafter referred to as Party A), registered wi

3、th _in China, and its legal address is at_(street)_ (district)_(city)_ina.Legal representative: Name:Position:Nationality:_pany (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 investo

4、rs, they will be called Party C, D. in proper order).apter 3 Establishment of the Cooperative Venture panyArticle 2In accordance with the Cooperative Venture Law and other relevant inese laws and regulations, both parties of the Cooperative venture agree to set _Cooperative venture limited liability

5、 pany (hereinafter referred to as the Cooperative venture pany).Article 3The name of the Cooperative venture pany is_ Limited Liability pany. The name in foreign language is _. The legal address of the joint venture pany is at _street_(city)_province.Article 4All activities of the Cooperative ventur

6、e pany 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 pany is a limited liability pany. The profits, risks and losses of the Cooperative venture pany shall be shared by the parties

7、according to the relevant provisions thereafter.apter 4 The Purpose, Scope and Scale of Production and BusinessArticle 6The goals of the parties to the Cooperative venture are to enhance economic cooperation tenical exanges, to improve the product quality, develop new products, and gain a petitive p

8、osition in the world market in quality and price by adopting advanced and appropriate tenology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for ea Cooperator.(Note: This article shall be written according to the specific situations in t

9、he contract).Article 7The productive and business scope of the Cooperative venture pany 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 8The pr

10、oduction scale of the Cooperative venture pany is as follows:1. The production capacity after the Cooperative venture is put into operation is _.2. The production scale may be increased to_ with the development of the production and operation. The product varieties may be developed into _.(Note: It

11、shall be written according to the specific situation).apter 5 Total Amount of Investment and the Registered CapitalArticle 9The total amount of investment of the Cooperative venture pany is RMB_(or a foreign currency agreed on by both parties).Article 10The registered capital of the joint venture pa

12、ny 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 Party B will contribute the following to the cooperative venture:Party A: premises_m2 the right to the use of the site_m2Par

13、ty B: cash _Yuan maines 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 12The right to the use of site contributed b

14、y Party A shall be for the use of the cooperative venture pany within _days after the approval of the contract.The cash contributed by Party B shall be paid in_ installment. Ea installment shall be as follows: (Note: it shall be written according to the concrete conditions).Article 13The maines and

15、equipment contributed by Party B as investment shall meet the needs of the cooperative venture pany, and shall be carried to the inese port_ days before the pletion of the premises construction.apter 6 Responsibilities of Ea Party to the Joint VentureArticle 14Party A and Party B shall be respective

16、ly 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 pany from relevant departments in arge of China;Processing the application for the righ

17、t to the use of a site to the authority in arge of the land;Organizing the design and construction of the premises and other engineering facilities of the cooperative venture pany;Assisting Party B to process import customs declaration for the mainery and equipment contributed by Party B as investme

18、nt and arranging the transportation within the inese territory;Assisting the cooperative venture pany in purasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and munication facilities etc.;Assisting the cooperative venture pany in contacting and s

19、ettling the fundamental facilities su as water, electricity, transportation etc.;Assisting the cooperative venture in recruiting inese management personnel, tenical personnel, workers and other personnel needed;Assisting foreign workers and staff in applying for entry visas, work licenses and handli

20、ng their travel procedures;Responsible for handling other matters entrusted by the cooperative venture pany.Responsibilities of Party B:Providing cash, mainery and equipment, industrial property. in accordance with the provisions of Article 11 and Article 12, 13, and responsible for shipping capital

21、 goods su as mainery and equipment etc. contributed as investment to a inese port;Handling the matters entrusted by the cooperative venture pany, su as selecting and purasing mainery and equipment outside China, etc.;Providing necessary tenical personnel for installing, testing and trial production

22、of the equipment as well as the tenical personnel for production and inspecting;Training the tenical personnel and workers of the cooperative venture pany;In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the cooperative venture pany in the l

23、ight of design capacity within the specified period;Responsible for other matters entrusted by the joint venture pany.(note: It shall be written according to the specific situation).apter 7 Distribution of Profits and Repayment for Party Bs InvestmentArticle 15The cooperative venture pany shall dist

24、ribute its profits in accordance with the following procedure after paying the ine tax:_ as allocations for reserve funds, expansion funds, welfare funds and bonuses for staff and workers of the cooperative venture pany;_ as repayment for Party Bs Investment and _Years seduled to pay back all Party

25、Bs Investment;_ of the left distributed to Party A and _ to Party B.apter 8 Selling of ProductsArticle 16The products of cooperative venture pany will be sold both on the inese and the overseas market, the export portion accounts for _, _ for the domestic market.(Note: An annual percentage and amoun

26、t 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 exange expenses of the joint venture pany).Article 17Products may be sold on overseas markets through the following annels:Th

27、e cooperative venture pany may directly sell its products on the international market, accounting for _.The cooperative venture pany may sign sales contracts with inese foreign trade panies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for _.The cooperative ventur

28、e pany may entrust Party B to sell its products, accounting for _.Article 18The cooperative ventures products to be sold in China may be handled by the inese materials and mercial departments by means of agency or exclusive sales, or may be sold by the cooperative venture pany directly.Article 19In

29、order to provide maintenance service to the products sold both in China or abroad, the cooperative venture pany may set sales branes for maintenance service both in China or abroad subject to the approval of the relevant inese department.apter 9 The Board of DirectorsArticle 20The date of registrati

30、on of the cooperative venture pany shall be the date of the establishment of the board of directors of the cooperative venture pany.Article 21The board of directors is posed of _directors, of whi _shall be appointed by Party A, _by Party B. The airman of the board shall be appointed by Party A, and

31、its vice-airman by Party B. The term of office for the directors, airman and vice-airmans four years, their term of office may be renewed if continuously appointed by the relevant party.Article 22The highest authority of the cooperative venture pany shall be its board of directors. It shall decide a

32、ll major issues concerning the cooperative venture pany. 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 23The airman of th

33、e board is the legal representative of the cooperative venture pany. Should the airman be unable to exercise his responsibilities for any reason, he shall authorize the vice-airman or any other directors to represent the joint venture pany orarily.Article 24The board of directors shall convene at le

34、ast one meeting every year. The meeting shall be called and presided over by the airman of the board. The airman 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 25The meeting shal

35、l 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.apter 10 Business Management OfficeArticle 26The cooperative venture pany shall establish a management office

36、whi 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 director

37、s.Article 27The 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 pany. The deputy general managers shall assist the general manager in his work.Article 28The general manager shall report to the b

38、oard of directors the operation conditions of the cooperative pany every three months, and make a financial report every six months.Article 29In 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

39、 diiss them at any time.apter 11 Labor ManagementArticle 30Labor contract covering the recruitment, employment, diissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture pany shall be drawn between the c

40、ooperative venture pany and the trade union of the cooperative venture pany as a whole, or the individual employees in the cooperative venture pany as a whole or individual employees in accordance with the law of the Peoples Republic of ina on inese-Foreign Cooperative Joint Ventures. The labor cont

41、racts shall, after being signed, be filed with the local labor management department.Article 31The appointment of high-ranking administrative personnel remended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of

42、the board of directors.apter 12 Taxes, Finance and AuditArticle 32The cooperative venture pany shall pay taxes in accordance with the provisions of inese laws and other relative regulations.Article 33Staff members and workers of the cooperative venture pany shall pay individual ine tax according to

43、the Individual Ine Tax Law of the Peoples Republic of China.Article 34The fiscal year of the joint venture pany shall be from January 1 to December 31. All vouers, receipts, statistic statements and reports shall be written in inese.(Note: A foreign language can be used concurrently with mutual cons

44、ent).Article 35Financial ecking and examination of the cooperative venture pany 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 anoth

45、er country to undertake annual financial ecking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B.Article 36In the first three months of ea fiscal year, the manager shall prepare the previous years balance sheet, profit and loss statement and proposa

46、l regarding the disposal of profits, and submit them to the board of directors for examination and approval.apter 13 Duration of the Cooperative VentureArticle 37The duration of the cooperative venture pany is_ years. The establishment date of the joint venture pany shall be the date on whi the business license of the cooperative venture pany 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 exa