中外合作经营合同范本格式(英文)

1、THE CONTRACT FOR SI NO- FOREI GN COOPERATI VE J OI NT VENTUREChapt erener alPrviIn accordance with the Law of the Peoples Republic of China on Chinese-Foreign Cooperative Joint Ventures and other relevant Chinese laws andregulations,Company andCompany, in accordance withthe principle of equality and

2、 mutual benefit and through friendly consultations,the Peoples Republicagree to jointly set up a Cooperative venture inChapterPart i esoftheCooperat i veVenturParties to this contract are as follows:Company (hereinafter referredto as Party A), registered within China, and its legal address isat(stre

3、et)(district)(city)China.LegalreresentatiCompany (hereinafter referred to as Party B), registered withddssret iveName(Note: In case there are more than two investors, they will be called Party C,inoperorr)Ch a pt er 3 Es t ab l i s h me n toft he Cooper at i v e Ve nt u r e Compa nyArticleIn accorda

4、nce with the Cooperative Venture Law and other relevant Chinese lawsand regulations, both parties of the Cooperative venture agree to set up Cooperative venture limited liability company (hereinafter referred t o as t h e Coo per at i v e v e nt u r e co mpa ny)Article3The name of the Cooperative ve

5、nture company isLimited LiabilityCompany. The name in foreign language is . The legal address of thejoint venture company is at street(city)province.ArticlAll activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the Peoples Repub

6、lic of China.ArticlThe organization form of the Cooperative venture company is a limited liability company. The profits, 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 Produc

7、tion and BusinessArticlThe goals of the parties to the Cooperative venture are to enhance economic cooperation technical 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 tech

8、nology and scientific managementmethods, so as to raise economic results and ensure satisfactory economicbenef i t s f or each Cooper at or(Note: This article shall be written according to the specific situations int hecont ract )Article7The productive and business scope of the Cooperative venture c

9、ompany is to produce products; provide maintenance service after the sale of theproducts; st udy and devel op new products. (Note: It shall be written in the contract according to the specificconditinsArtclempany is as follows:The production scale of the Cooperative venture coThe production capacity

10、 after the Cooperative venture is put into operation i s.The production scale may be increased up towith thedevelopment of the production and operation. The product varieties maybedevel oped i nt o .(Note:It shal l be writt en a ccor ding to th e sp ecif ic s ituati on).Ch apt e r 5 Tot al Amo u nt

11、of I nv es t me nt a nd t he Reg i st e r ed Ca p i t a lArtclThe total amount of investment of the Cooperative venture company isRMB(or a foreign currency agreed upon by both parties).Article10The r eg i st er ed capi t al of t he j oi nt vent u r e company i s RMB.(Exclusive of the right to the us

12、e of the site or the right to theexploitation of the natural resources and premises contributed by Party A.)Article11Party A and Party B will contribute the following to the cooperative venture:Party A: premisesm2 the right to the use of the sitem2Party B: cash Yuan machines and equipment Yuanindust

13、rial property Yuan others Yuan, Yuan in(Note: When contributing industrial property as investment, Party A and Party Bshall conclude a separate contract to be a part of this main contract).Article12The right to the use of site contributed by Party A shall be for the use of thecooperative venture com

14、pany within days after the approval oft hecont ractThe cash contributed by Party B shall be paid ininstallment.Each installment shall be as follows: (Note: it shall be written according tot he concret e condi t i ons)Article13The machines and equipment contributed by Party B as investment shall meet

15、 the needs of the cooperative venture company, and shall be carried to the Chinese portdays before the completion of the premises construction.Chapt er 6 Re s pon s i bi l i t i es of Ea c h Par t y t o t he J oi n t Ve nt ur eArticle14Party A and Party B shall be respectively responsible for the fo

16、llowing matters:Respons i bi l i t i es of Pa r t y A:Handling of applications for approval, registration, business license and othermatters concerning the establishment of the cooperative venture company fromr e l evant depar t ment s i n c har g eof Ch i na;Processing the application for the right

17、 to the use of a site to the authorityi n charge of the l and;Organizing the design and construction of the premises and other engineeringf ac i l i t i es of t he cooper at i ve vent u r e company ;Assisting Party B to process import customs declaration for the machinery andequipment contributed by

18、 Party B as investment and arranging the transportationwi t h i n t h e Ch i ne s e t e r r i t or y ;Assisting the cooperative venture company in purchasing or leasing equipment,materials, raw materials, articles for office use, means of transportation andc ommu n i c at i o n f a c i l i t i e s e

19、t c . ;Assisting the cooperative venture company in contacting and settling thefundamental facilities such as water, electricity, transportation etc.;Assisting the cooperative venture in recruiting Chinese management personnel,t ec h ni c al pe r s on n el , wo r ker s and o t her p er s on nel ne e

20、ded ;Assisting foreign workers and staff in applying for entry visas, work licenses and handl i ng t hei r travel proceduresResponsible for handling other matters entrusted by the cooperative venturecompanyRespons i bi l i t i es of Part y BProviding cash, machinery and equipment, industrial propert

21、y. in accordancewith the provisions of Article 11 and Article 12, 13, and responsible forshipping capital goods such as machinery and equipment etc. contributed asi nv e s t me n t t o a Ch i ne s e por tHandling the matters entrusted by the cooperative venture company, such asselecting and purchasi

22、ng machinery and equipment outside China, etc.;Providing necessary technical personnel for installing, testing and trialproduction of the equipment as well as the technical personnel for productionandi ns pect i ngTraining the technical personnel and workers of the cooperative venture company;In cas

23、e Party B is the licensor, it shall be responsible for the stable production of qualified products of the cooperative venture company in thel i g ht of d es i g n capaci t y wi t hi n t h e s pec i f i ed per i od ; Responsible for other matters entrusted by the joint venture company. (note:It shal

24、l be writt en a ccor ding to th e sp ecif ic s ituati on).Chapter 7 Distribution of Profits and Repayment for Party Bs InvestmentArticle15The cooperative venture company shall distribute its profits in accordance witht he f ol l owi ng pr o ced u r e af t er pay i ng t he i ncome t ax : % as allocat

25、ions 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 Yearss c h ed u l e d t o p ay bac k a l l Par t y B s I n ve st me nt ; % of the left distributed to Party A and % to Party B.Chapt

26、er 8 Sel l i ng of Pr oduct sArticle16The products of cooperative venture company will be sold both on the Chinese and the overseas market, the export portion accounts for %, % f or t he domest i c mar k et . (Note: An annual percentage and amount for outside and domestic selling will be written out

27、 according to practical operations, in normal conditions, the amountfor export shall at least meet the needs of foreign exchange expenses of thej oi ntv ent u r e compa ny)Article17Products may be sold on overseas markets through the following channels:The cooperative venture company may directly se

28、ll its products on thei n t e r n at i o n a l ma r k et , a c c o u n t i n g f o r %.The cooperative venture company may sign sales contracts with Chinese foreigntrade companies, entrusting them to be the sales agencies or exclusive salesa g e n c i es , ac c o u n t i n g f o r %.The cooperative

29、venture company may entrust Party B to sell its products, a c c o u nt i n g f o r _ _ _ _ %.Article18The cooperative ventures products to be sold in China may be handled by theChinese materials and commercial departments by means of agency or exclusive sales, or may be sold by the cooperative ventu

30、re company directly.Article19In order to provide maintenance service to the products sold both in China orabroad, the cooperative venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of ther el evant Ch i nes e depar t ment .Chapt er 9 The

31、 Boar d of Di r ect or sArticle20The date of registration of the cooperative venture company shall be the dateive ventureof the establishment of the board of directors of the cooperat TOC o 1-5 h z company.Article21The board of directors is composed of directors, of whichshall be appointed by Party

32、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 directors, chairman and vice-chairmans four years, their term of office may be renewed if continuously appointed by the relevant party.Article22The highest authority of

33、 the cooperative venture company shall be its board ofdirectors. It shall decide all major issues concerning the cooperative venturecompany. Unanimous approval shall be required for any decisions concerningmajor issues. As for other matters, approval by majority or a simple majority shal lber equi r

34、ed.( Not e : I t s hal l be ex pl i c i t l y s e t out i n t h e con t r act ).Article23The 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 an

35、y other directors tor e p r e s e n t t h e j o i n t v e n t u r e c o mp a n y t e mp o r a r i l y .Article24The board of directors shall convene at least one meeting every year. Themeeting shall be called and presided over by the chairman of the board. Thechairman may convene an interim meeting

36、based on a proposal made by more thanone third of the total number of directors. Minutes of the meetings shall bepl acedonf i l e.Article25The meeting shall be valid only when more than two thirds of the total numberof directors attend. In case of absence, the director shall entrust anotherper s on

37、t o at t end and vot e f or hi m wi t h a t r ust dee d .Chapt er 1 0 Bus i nes s Ma na ge ment Of f i ceArticle26The cooperative venture company shall establish a management office which shallbe responsible for its daily management. The management office shall have ageneral manager, appointed by Pa

38、rty , deputy general managers,by Party ; by Party . The general manager and deputygeneral managers whose terms of office is years shall be appointed by theboardofdi rect ors.Artcle27The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the dail

39、y management of the cooperative venture company. The deputy general managers shall assist the general manager in his workArticle28The general manager shall report to the board of directors the operationconditions of the cooperative company every three months, and make a financialr e p o r t ev e r y

40、 s i x mo n t hsIn case of graft or serious dereliction of duty on the part of the generalmanager and deputy general managers, the board of directors shall have thepowe rtosmssheat antimeChaperLaorMa n agmenLabor contract covering the recruitment, employment, dismissal and resignation, wages, labor

41、insurance, welfare, 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 ven

42、ture company as a whole or individual employees in accordancewith the law of the Peoples Republic of China on Chinese-Foreign CooperativeJoint Ventures. The labor contracts shall, after being signed, be filed withmet h e l ocal l abor managemen t dep aThe appointment of high-ranking administrative p

43、ersonnel recommended by both parties, their salaries, social insurance, welfare and the standard oftravelling expenses etc. shall be decided by the meeting of the board ofChptTaesFincandAuh thepr ov i s i o ns of Chi ne s e l aws an d ot he r r elatveregul atons.The cooperative venture company shall

44、 pay taxes in accordance witArticle33Staff members and workers of the cooperative venture company shall payindividual income tax according to the Individual Income Tax Law of thePeopl e s Republ i c of Chi na.Article34The fiscal year of the joint venture company shall be from January 1 toDecember 31

45、. All vouchers, receipts, statistic statements and reports shall bewr i t t eni nCh i nes e.(Note: A foreign language can be used concurrently with mutual consent).Article35Financial checking and examination of the cooperative venture company shall beconducted by an auditor registered in China and r

46、eports shall be submitted tot he bo ar d o f d i r e ct o r s a n d t he gen er a l man age r .In case Party B considers it necessary to employ a foreign auditor registeredin another country to undertake annual financial checking and examination,Party A shall give its consent. All the expenses there

47、of shall be borne byPartyB.In the first three months of each fiscal year, the manager shall prepare the previous years balance sheet, profit and loss statement and proposal regardingthe disposal of profits, and submit them to the board of directors forexndapprChapterDuatin ofhe Coo per at i vVentThe

48、 duration of the cooperative venture company isyears. The establishment date of the joint venture company shall be the date on which the bus i ness l i ce nse of t he c ooper at i ve ve nt ur e compan y i s i s s ued.An application for the extension of the duration, proposed by one party andunanimou

49、sly approved by the board of directors, shall be submitted to theMinistry of Foreign Trade and Economic Cooperation (or the examination andapproval authority entrusted by it) six months prior to the expiry date of thej oi ntventureChapter 14 The Disposal of Assets after the Expiration of the Duratio

50、nArticle38Upon the expiration of the duration, the assets shall belong to Party A.Chapt er15 I nsu ranceArticle39Insurance policies of the joint venture company on various kinds of risks shallbe underwritten with the Peoples Republic of China. Types, value and durationof insurance shall be decided b

51、y the board of directors in accordance with thepr ov i si on s of t h e Peo p l e s I n s u r a n ce Co mp a n y of Ch i n a.Chapter 16 The Amendment, Alteration and Termination of the Con- tractArticle40The amendment of the contract or other appendices shall come into force onlyafter a written agre

52、ement has been signed by Party A and Party B and approvedby t he or i gi na l ex ami nat i on and app r ov al aut h or i t y .Article41In case of inability to fulfil the contract or to continue operation due toheavy losses in successive years as a result of force majeure, the duration ofthe cooperat

53、ive venture and the contract shall be terminated before the time ofexpiration after being unanimously agreed upon by the board of directors anda p p r o v e d b y t h e o r i gi na l e x a mi nat i o n a n d a pp r ov a l a u t h or i t y.Chap t er 1 7 Li abi l i t y f or Br each of Cont r actArticl

54、e42Should the cooperative venture company be unable to continue its operation orachieve its business purpose due to the fact that one of the contractingparties fails to fulfil the obligations prescribed by the contract and articlesof association, or seriously violates the provisions of the contract

55、andarticles of association, that party shall be deemed to have unilaterallyterminated the contract. The other party shall have the right to terminate thecontract in accordance with the provisions of the contract after approval bythe original examination and approval authority, and to claim damages.

56、In caseParty A and Party B of the cooperative venture company agree to continue theoperation, the party who fails to fulfil its obligations shall be liable forthe ec onom ic l os se s caus ed t here by t o the join t ve ntur e comp any.Article43Should either Party A or Party B fail to provide on sch

57、edule the contributionsin accordance with the provisions defined in Chapter 5 of this contract, the party in breach shall pay to the other party Yuan, or % ofthe contribution starting from the first month after exceeding the time limit.Should the party in breach fail to provide after months, Yuan,or

58、 % of the contribution shall be paid to the other party, who shallhave 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.Article44Should all or part of the contract and its appendices be unable to be fulf

59、illedowing to the fault of one party, the party in breach shall bear the liabilitytherefor. Should it be the fault of both parties, they shall bear theirr espect i ve l i abi l i t i es accor di ng t o t he act ual s i t uat i on.Article45In order to guarantee the performance of the contract and its

60、 appendices, bothParty A and Party B shall provide each other with bank guarantees for performance of the contract within days after the contract comes intoforChapt er18 Fo r ce Maj e ur eArticle46Should either of the parties to the contract be prevented from executing the contract by force majeure,