2022年中外合资经营合同(英文合同范本)

1、THE_CONTRACT_FOR_SINO-FOREIGN_EQUITY_JOINT_VENTURETHE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTUREWhole Doc.apter 1 General ProvisionsIn accordance with the Law of the Peoples Republic of China on JointVentures Using inese and Foreign Investment (the Joint Venture Law)and other relevant inese laws

2、 and regulations, _pany and_ pany, in accordance with the principle of equality andmutual benefit and through friendly consultations, agree to jointly investto set a joint venture enterprise in _of the Peoples Republicof China.apter 2 Parties of the Joint VentureArticle 1Parties to this contract are

3、 as follows: _pany (hereinafter referred to as Party A), registered with _ in China,and its legal address is at _ (street) _ (district)_ (city) _ina.Legal representative: Name:Position:Nationality:_pany (hereinafter referred to as Party B), registeredwith _. Its legal address at _.Legal representati

4、ve: Name:Position:Nationality:(Note: In case there are more than two investors, they will be calledParty C,D.in proper order).apter 3 Establishment of the Joint Venture panyArticle 2In accordance with the Joint Venture Law and other relevant ineselaws and regulations, both parties of the joint ventu

5、re agree to set _joint venture limited liability pany ( hereinafterreferred to as the joint venture pany).Article 3The name of the joint venture pany is _Limited Liabilitypany.The name in foreign language is _.The legal address of the joint venture pany is at _street_(city)_ province.Article 4All ac

6、tivities of the joint venture pany shall be governed by thelaws, decrees and pertinent rules and regulations of the Peoples Republicof China.Article 5The Organization form of the joint venture pany is a limitedliability pany. Ea party to the joint venture pany is liable tothe joint venture pany with

7、in the limit of the capital subscribed byit. The profits, risks and losses of the joint venture pany shall beshared by the parties in proportion to their contributions to theregistered capital.apter 4 The Purpose, Scope and Scale of Production and BusinessArticle 6The goals of the parties to the joi

8、nt venture are to enhance economicco-operation tenical exanges, to improve the product quality, developnew products, and gain a petitive position in the world market inquality and price by adopting advanced and appropriate tenology andscientific management methods, so as to raise economic results an

9、d ensuresatisfactory economic benefits for ea investor.(Note: This article shall be written according to the specificsituations in the contract).Article 7The productive and business scope of the joint venture pany is toproduce _ products; provide maintenance service after the sale ofthe products; st

10、udy and develop new products.(Note: It shall be written in the contract according to the specificconditions).Article 8The production scale of the joint venture pany is as follows:1. The production capacity after the joint venture is put intooperation is _.2. The production scale may be increased to

11、_ with thedevelopment of the production and operation. The product varieties may bedeveloped into _.(Note: It 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 joint venture pany is RMB_ (

12、or a foreign currency agreed on by both parties).Article 10Investment contributed by the parties is Renminbi _, whiwill be the registered capital of the joint venture pany.Of whi: Party A shall pay _ Yuan, accounting for_; Party B shall pay _Yuan, accounting for_.Article 11Both Party A and Party B w

13、ill contribute the following as theirinvestment:Party A: cash _Yuanmaines and equipment _Yuanpremises _Yuanthe right to the use of the site _Yuanindustrial property _Yuanothers _ Yuan, _ Yuan in all.Party B: cash _Yuanmaines and equipment _Yuanindustrial property _Yuanothers _Yuan, _Yuan in all.(Not

14、e: When contributing capital goods or industrial property asinvestment, Party A and Party B shall conclude a separate contract to be apart of this main contract).Article 12The registered capital of the joint venture pany shall be paid in_ installments by Party A and Party B according to theirrespect

15、ive proportion of their investment.Ea installment shall be as follows:(Note: it shall be written according to the concrete conditions).Article 13In case any party to the joint venture intends to assign all or partof his investment subscribed to a third party, consent shall be obtainedfrom the other

16、party to the joint venture, and approval from theexamination and approval authority is required.When one party to the joint venture assigns all or part of hisinvestment, the other party has preemptive right.apter 6 Responsibilities of Ea Party to the Joint VentureArticle 14Party A and Party B shall

17、be respectively responsible for thefollowing matters:Responsibilities of Party A:Handling of applications for approval, registration, business licenseand other matters concerning the establishment of the joint venturepany from relevant departments in arge of China;Processing the application for the

18、right to the use of a site to theauthority in arge of the land;Organizing the design and construction of the premises and otherengineering facilities of the joint venture pany;Providing cash, mainery and equipment and premises . in accordancewith the provisions of Article 11;Assisting Party B to pro

19、cess import customs declaration for themainery and equipment contributed by Party B as investment and arrangingthe transportation within the inese territory;Assisting the joint venture pany in purasing or leasingequipment, materials, raw materials, articles for office use, means oftransportation and

20、 munication facilities etc.;Assisting the joint venture pany in contacting and settling thefundamental facilities su as water, electricity, transportation etc.;Assisting the joint venture in recruiting inese managementpersonnel, tenical personnel, workers and other personnel needed;Assisting foreign

21、 workers and staff in applying for entry visas, worklicenses and handling their travel procedures;Responsible for handling other matters entrusted by the joint venturepany.Responsibilities of Party B:Providing cash, mainery and equipment, industrial property . inaccordance with the provisions of Art

22、icle 11, and responsible for shippingcapital goods su as mainery and equipment etc. contributed asinvestment to a inese port;Handling the matters entrusted by the joint venture pany, su asselecting and purasing mainery and equipment outside China, etc.;Providing necessary tenical personnel for insta

23、lling, testing andtrial production of the equipment as well as the tenical personnel forproduction and inspecting;Training the tenical personnel and workers of the joint venturepany;In case Party B is the licensor, it shall be responsible for thestable production of qualified products of the joint v

24、enture pany inthe light 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 Transfer of TenologyArticle 15Both Party A and Party B agree that a tenology transfer agree

25、mentshall be signed between the joint venture pany and Party B (or a thirdparty) so as to obtain advanced production tenology needed for realizingthe production and operation purpose and the production scale specified inapter 4 of the contract, including product design, manufacturingtenology, means

26、of testing, materials prescription, standard of qualityand the training of personnel etc.(Note: It shall be written in the contract according to the concreteconditions).Article 16Party B offers the following guarantees on the transfer of tenology:(Note: Article applies only when Party B is responsib

27、le fortransferring tenology to the joint venture pany).1. Party B guarantees that the overall tenology su as thedesigning, manufacturing tenology, tenological process, tests andinspection of products (Note: The name of the products shall be written)provided to the joint venture pany must be integrat

28、ed, precise andreliable. It is to meet the requirement of the joint ventures operationpurpose, and be able to obtain the standard of production quality andproduction capacity specified in the contract;2. Party B guarantees that the tenology specified in this contractand the tenology transfer agreeme

29、nt shall be fully transferred to thejoint venture pany, and pledges that the provided tenology should betruly advanced among the same type of tenology produced by Party B, themodel, specification and quality of the equipment are excellent and it isto meet the requirement of tenological operation and

30、 practical usage;3. Party B shall work out a detailed list of the provided tenologyand tenological service at various stages as specified in the tenologytransfer agreement to be an appendix to the contract, and guarantee itsperformance;4. The drawings, tenological conditions and other detailedinform

31、ation are part of the transferred tenology and shall be providedon time;5. During the term of the tenology transfer agreement, Party B shallprovide the joint venture pany with any improvements in the tenologyand the improved information and tenological materials in time, andshall not arge separate f

32、ees;6. Party B shall guarantee that the tenical personnel and theworkers in the joint venture pany can master all the tenologytransferred within the period specified in the tenology transferagreement.Article 17In case Party B fails to provide equipment and tenology inaccordance with the provisions o

33、f this contract and the tenologytransfer agreement or in case any deceiving or concealing actions arefound, Party B shall be responsible for pensating the direct losses tothe joint venture pany.Article 18The tenology transfer fee shall be paid in royalties. The royaltyrate shall be _ of the net sale

34、s value of the products.The term for royalty payment is the same as the term for thetenology transfer agreement specified in Article 19 of this contract.Article 19The term for the tenology transfer agreement signed by the jointventure pany and Party B is _ years. After the expiration ofthe tenology

35、transfer agreement, the joint venture pany shall havethe right to use, resear and develop the imported tenologycontinuously.(Note: The term for a tenology transfer agreement is generally nolonger than 10 years, and it shall be approved by the Ministry of ForeignTrade and Economic Cooperation or othe

36、r examination and approvalauthorities entrusted by the Ministry of Foreign Trade and EconomicCooperation).apter 8 Selling of ProductsArticle 20The products of joint venture pany will be sold both on the ineseand the overseas market, the export portion accounts for _,_ for the domestic market.(Note:

37、An annual percentage and amount for outside and domesticselling will be written out according to practical situations, in normalconditions, the amount for export shall at least meet the needs of foreignexange expenses of the joint venture pany).Article 21Products may be sold on overseas markets thro

38、ugh the followingannels:The joint venture pany may directly sell its products on theinternational market, accounting for _.The joint venture pany may sign sales contracts with ineseforeign trade panies, entrusting them to be the sales agencies orexclusive sales agencies, accounting for _.The joint v

39、enture pany may entrust Party B to sell its products,accounting for _.Article 22The joint ventures products to be sold in China may be handled by theinese materials and mercial departments by means of agency orexclusive sales, or may be sold by the joint venture pany directly.Article 23In order to p

40、rovide maintenance service to the products sold both inChina or abroad, the joint venture pany may set sales branes formaintenance service both in China or abroad subject to the approval of therelevant inese department.Article 24The trade mark of the joint ventures products is _.apter 9 The Board of

41、 DirectorsArticle 25The date of registration of the joint venture pany shall be thedate of the establishment of the board of directors of the joint venturepany.Article 26The board of directors is posed of _directors, of whi_shall be appointed by Party A, _by Party B. Theairman of the board shall be

42、appointed by Party A, and its vice-airmanby Party B. The term of office for the directors, airman andvice-airman is four years, their term of office may be renewed ifcontinuously appointed by the relevant party.Article 27The highest authority of the joint venture pany shall be its boardof directors.

43、 It shall decide all major issues (Note: The main contentsshall be listed in the light of Article 36 of the Implementing Regulationsfor the Joint Venture Law) concerning the joint venture pany. Unanimousapproval shall be required for any decisions concerning major issues. Asfor other matters, approv

44、al by majority or a simple majority shall berequired.(Note: It shall be explicitly set out in the contract).Article 28The airman of the board is the legal representative of the jointventure pany. Should the airman be unable to exercise hisresponsibilities for any reason, he shall authorize the vice-

45、 airman orany other directors to represent the joint venture pany orarily.Article 29The board of directors shall convene at least one meeting every year.The meeting shall be called and presided over by the airman of theboard. The airman may convene an interim meeting based on a proposalmade by more

46、than one third of the total number of directors. Minutes ofthe meetings shall be placed on file.apter 10 Business Management OfficeArticle 30The joint venture pany shall establish a management office whishall be responsible for its daily management. The management office shallhave a general manager,

47、 appointed by Party _, _ deputy generalmanagers, _by Party _; _by Party _. The generalmanager and deputy general managers whose terms of office is _years shall be appointed by the board of directors.Article 31The responsibility of the general manager is to carry out thedecisions of the board and org

48、anize and conduct the daily management ofthe joint venture pany. The deputy general managers shall assist thegeneral manager in his work.Several department managers may be appointed by the management office,they shall be responsible for the work in various departmentsrespectively, handle the matters

49、 handed over by the general manager anddeputy general managers and shall be responsible to them.Article 32In 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 diiss them at any time.apter 11 Puras

50、e of EquipmentArticle 33In its purase of required raw materials, fuel, parts, means oftransportation and articles for office use, etc., the joint venturepany shall give first priority to purase in China where conditionsare the same.Article 34In case the joint venture pany entrusts Party B to purasee

51、quipment on the overseas market, persons appointed by the Party A shallbe invited to take part in the purasing.apter 12 Preparation and ConstructionArticle 35During the period of preparation and construction, a preparation andconstruction office shall be set under the board of directors. Thepreparat

52、ion and construction office shall consist of _ persons,among whi _ persons will be from Party A, _ persons fromParty B. The preparation and construction office shall have one managerremended by Party _, and one deputy manager by Party _.The manager and deputy manager shall be appointed by the board

53、ofdirectors.Article 36The preparation and construction office is responsible for thefollowing concrete works: examining the designs of the project, signingthe project construction contract, organizing the purase and inspectionof related equipment, materials, etc., working out the general sedule ofpr

54、oject construction, piling the expenditure plans, controlling projectfinancial payments and final accounts of the project, drawing managerial methods and keeping and filing documents, drawings, files andmaterials, etc., during the construction period of the project.Article 37A tenical gro with sever

55、al tenical personnel appointed by PartyA and Party B shall be organized. The gro, under the leadership of thepreparation and construction office, is in arge of the examination,servision, inspection, testing, ecking and accepting, and performanceecking of the project design, the quality of the projec

56、t, the equipmentand materials and the imported tenology.Article 38After approval by both parties, the establishment, remuneration andthe expenses of the staff of the preparation and construction office shallbe covered in the project budget.Article 39After having pleted the project and finished the t

57、urning overprocedures, the preparation and construction office shall be dissolvedon the approval of the board of directors.apter 13 Labor ManagementArticle 40Labor contract covering the recruitment, employment, diissal andresignation, wages, labor insurance, welfare, rewards, penalties and othermatt

58、ers concerning the staff and workers of the joint venture panyshall be drawn between the joint venture pany and the trade union ofthe joint venture pany as a whole, or the individual employees in thejoint venture pany as a whole or individual employees in accordancewith the Regulations of the People

59、s Republic of China on Labor Managementin Joint Ventures Using inese and Foreign Investment and itsImplementing Rules.The labor contracts shall, after being signed, be filed with the locallabor management department.Article 41The appointment of high-ranking administrative personnel remendedby both p

60、arties, their salaries, social insurance, welfare and thestandard of travelling expenses etc. shall be decided by the meeting ofthe board of directors.apter 14 Taxes, Finance and AuditArticle 42The joint venture pany shall pay taxes in accordance with theprovisions of inese laws and other relative r