contract
Chapter I General Provisions
China Shenzhen ... Company and ... Company and ... Company agreed to establish a joint venture in ... in ... country (region) ... People's Republic of China (PRC) and Shenzhen City, Guangdong Province, China entered into this contract through friendly negotiation in accordance with the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures and other relevant laws and regulations of China.
Chapter II Parties to the Joint Venture
Article 1 The parties to this contract are:
Party A: Party A: Name of Party A's legal representative: …, position: …, nationality: China, telephone number: …, fax number: …, and email number: ….
Party B's legal representative's name: …, position: …, nationality: …, telephone: …, fax: …, email: ….
(Note: If there are Party C and Party D, and so on. If the overseas joint venture is a natural person, its name, nationality, ID number, permanent residence, telephone number, etc. )
Chapter III Establishment of Joint Ventures
Article 2 According to the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures and other relevant laws and regulations of China, the above parties agree to establish a joint venture company in Shenzhen.
Article 3 The name of the joint venture company is Shenzhen ... Co., Ltd. (hereinafter referred to as the joint venture).
Legal address of the joint venture: …
Article 4 A joint venture is established with the approval of the examination and approval authority of Shenzhen Municipal People's Government and registered in Shenzhen. As a legal person in China, it shall abide by the laws and regulations of People's Republic of China (PRC) and be governed and protected by the laws of China.
Article 5 A joint venture is a limited liability company. The liability of each party to the joint venture shall be limited to the amount of capital contribution subscribed by each party. Each party shall share profits, risks and losses in proportion to its contribution to the registered capital.
Chapter IV Purpose and Business Scope of Joint Venture
Article 6 The purpose of a joint venture is to promote the development of China's national economy in line with the desire to strengthen economic cooperation and technical exchanges, and obtain satisfactory returns.
Article 7 The business scope of a joint venture is: ...
Article 8 The environmental protection plan and fire safety measures of a joint venture must be examined and approved by the environmental protection department and the fire management department of Shenzhen.
Chapter V Total Investment and Registered Capital
Article 9 The total investment of a joint venture shall be RMB (note: or other currencies agreed by both parties).
Article 10 The registered capital of a joint venture is RMB (note: or other currencies agreed by both parties), in which:
Party A contributed RMB … ten thousand Yuan, accounting for …%;
Party B contributed RMB … ten thousand Yuan, accounting for …%;
Capital contribution by Party C ...
(Note: If the total investment of the joint venture is different from the registered capital, the method and amount of financing at home and abroad shall be stated. )
(Note: 1. If the total investment and registered capital are agreed to be RMB, the foreign investor will contribute in equivalent foreign currency, and the foreign currency will be converted into RMB according to the benchmark exchange rate announced by the People's Bank of China on the day of payment;
2. If the total investment and registered capital are agreed to be in foreign currency, and the domestic investment is in RMB, it shall be indicated that the domestic investor contributes in equivalent RMB, and the RMB shall be converted into the agreed foreign currency according to the benchmark exchange rate published by the People's Bank of China on the date of payment. )
Article 11 The parties to a joint venture shall make capital contributions in the following ways:
Party A:
Ten thousand yuan in cash
Wanyuan machinery equipment
Factory building 10,000 yuan
Ten thousand yuan land use right
Ten thousand yuan industrial property right
……
Party B:
Ten thousand yuan in cash
10,000 yuan machinery and equipment (subject to the inspection and verification price of China commodity inspection authorities, and the insufficient part shall be supplemented by foreign currency cash. )
Ten thousand yuan industrial property right
……
(Note: 1. The parties to a joint venture may make capital contributions in cash, machinery and equipment, factory buildings, industrial property rights, know-how, land use rights or other fixed prices.
2. Where intangible assets are used as part of the capital contribution, the proportion shall not exceed 20% of the registered capital of the joint venture, and the capital contribution shall be made in cash or in kind with an equivalent value or more. With high-tech achievements as capital contribution, the proportion of capital contribution to the registered capital can be increased by 35% as determined by the municipal science and technology department. Unless otherwise agreed by the parties to the joint venture, such agreement shall prevail. )
Article 12 The registered capital of a joint venture shall be paid by the parties to the joint venture in installments in proportion to their capital contributions. The contents and amount of each issue are as follows: ...
[Note: If the capital contribution is paid in one lump sum but not in installments, it shall be paid within six months from the date of issuance of the business license. If the investment is made by stages, the time limit for full payment is: within one year if the registered capital is less than 500,000 US dollars (including 500,000 US dollars); The registered capital is more than USD 500,000 but less than USD 6,543.8+0,000 (including USD 6,543.8+0,000) for one and a half years; The registered capital is more than USD 6,543,800 and less than USD 3 million (including USD 3 million) for two years; The registered capital is more than USD 3 million and less than USD 6,543.8+million (including USD 6,543.8+million), within three years; If the registered capital100000 USD or more, the investment period shall be examined and approved by the examination and approval authority according to the actual situation. 〕
Article 13 A joint venture shall not reduce its registered capital during the joint venture period. If it is really necessary to reduce the registered capital due to changes in the total investment and the scale of production and operation, it must be approved by the examination and approval authority.
Article 14 When a party to a joint venture transfers all or part of its capital contribution to a third party, it must obtain the consent of the other party to the joint venture and report it to the examination and approval authority for approval. When one party to the joint venture transfers all or part of its capital contribution, the other party to the joint venture has the preemptive right; The conditions for a joint venture to transfer its capital contribution to a non-joint venture shall not be superior to those of a joint venture; In violation of the above provisions, its transfer is invalid.
Chapter VI Responsibilities of the Parties to the Joint Venture
Article 15 The parties to a joint venture shall be responsible for completing the following matters:
Party A's responsibilities:
Handle the application and registration of the joint venture company;
Go through the formalities of applying for land use rights or renting factories and building facilities;
Organize the design and construction of the workshop and other engineering facilities of the joint venture company;
Subscribe for capital contribution in accordance with the provisions of Chapter V;
Assist in handling the import customs declaration procedures for the production equipment of the joint venture;
Assist the joint venture to purchase or lease equipment, materials, office equipment, transportation and communication facilities at home and abroad;
Assist the joint venture company to implement the production and operation conditions such as water, electricity and transportation;
Assist the joint venture company in recruiting managers, technicians, workers and other necessary personnel;
Assist the joint venture company to handle temporary residence permit, entry visa, work permit and other related procedures; Responsible for handling other matters entrusted by the joint venture.
Party B's responsibilities:
Subscribe to the capital contribution in accordance with the provisions of Chapter V, and be responsible for transporting the mechanical equipment and other physical objects contributed by Party B to the destination of the joint venture company;
Assist the joint venture company in purchasing machinery, equipment and materials in the international market;
Assist the joint venture company in equipment installation and debugging, and provide technical personnel needed for trial production;
Responsible for training the technical personnel and workers of the joint venture;
Responsible for handling other matters entrusted by the joint venture.
(Note: 1. If Party C and Party D exist, their due responsibilities should also be clarified;
2. The above liability clauses should be deleted if they are redundant, and supplemented if they are insufficient;
3. Where any party to the joint venture transfers technology to the joint venture, the transferor and the transferee shall sign a technology transfer contract in accordance with the relevant provisions on technology transfer. )
Chapter VII Equipment Procurement
Article 16 A joint venture shall have the right to purchase machinery and equipment, raw materials, fuels, accessories, means of transport and office supplies at home or abroad.
Article 17 Equipment imported by a joint venture from abroad shall be jointly purchased by all parties to the joint venture. If one party is entrusted to purchase equipment, the buyer shall inform other shareholders of the model, quality, origin, quantity and price of the equipment in advance and obtain written consent before purchasing.
Article 18 The equipment, means of transport, raw materials and accessories purchased by a joint venture from abroad shall be submitted to the China Commodity Inspection Agency for inspection in accordance with the provisions of the Law of People's Republic of China (PRC) on Import and Export Commodity Inspection.
Chapter VIII Product Sales
Article 19 A joint venture may sell its products in the China market.
Article 20 The products of a joint venture shall be sold in the following ways: ...
Article 21 With the approval of the relevant departments of China, a joint venture shall set up branches for sales and after-sales maintenance services inside and outside China.
Article 22 The trademark used for the products of a joint venture is ... (Note: or the trademark used for the products of a joint venture shall be decided by the board of directors), and the trademark registration formalities shall be handled with the domestic and foreign trademark authorities.
Chapter IX Board of Directors
Article 23 A joint venture shall have a board of directors. The registration date of a joint venture is the date when the board of directors is formally established.
Article 24 The board of directors is composed of ..., of which ... appointed by Party A: ... appointed by Party B, and the board of directors has 1 chairman and ... vice-chairman. The chairman is appointed by the party, and the vice chairman is appointed by the party. The term of office of the directors and the chairman is four years. If they continue to be appointed by the appointing party, they may be re-elected.
Article 25 The board of directors is the highest authority of the joint venture company and decides all major issues of the joint venture company. For major issues, decisions can only be made with the unanimous consent of the directors present at the board meeting. For other issues, the consent of two-thirds majority of directors (note: or more than half of the directors) is required. (Note: One method should be selected)
Article 26 The chairman of the board of directors is the legal representative of the joint venture. When the chairman is unable to perform his functions and powers for some reason. The vice chairman or other directors may be temporarily authorized as representatives.
Article 27 The meeting of the board of directors shall be held at least once a year, which shall be convened and presided over by the chairman. Upon the proposal of more than one third of the directors, the chairman may convene an interim board meeting. The board meeting can only be held when more than two thirds of the directors are present. The minutes of the meeting shall be filed after being signed and confirmed by the directors attending the meeting.
Article 28 The meeting of the board of directors shall generally be held at the legal address of the enterprise.
Chapter X Management Organization
Article 29 A joint venture shall set up an operation and management organization at its legal residence to be responsible for daily operation and management. The management organization should have a general manager ... deputy general manager. The general manager and deputy general manager are appointed by the board of directors for a term of office of ... At the invitation of the board of directors, members of the board of directors may concurrently serve as the general manager or deputy general manager.
Article 30 The responsibility of the general manager is to implement the resolutions of the board of directors and organize and lead the daily operation and management of the joint venture company. The deputy general manager assists the general manager in his work. The general manager should consult with the deputy general manager when dealing with important issues.
Article 31 If the general manager and deputy general manager commit graft or serious dereliction of duty, they may be dismissed at any time upon the decision of the board of directors.
Chapter II XI Labor Management
Article 32 The employment, dismissal, resignation, wages, welfare, labor insurance, labor protection, labor discipline, rewards and punishments of the staff and workers of a joint venture shall be handled in accordance with the Labor Law of People's Republic of China (PRC) and the relevant state regulations on labor and social security. After the board of directors studies and formulates the plan, the joint venture and the trade union organizations, collectives or individual employees of the joint venture shall sign labor contracts to stipulate it. After the conclusion of the labor contract, it should be reported to the Shenzhen Municipal Labor Bureau for the record, and the employment procedures should be handled according to the relevant regulations.
Article 33 The appointment, salary, social insurance, welfare and travel expenses of the senior management of the joint venture shall be discussed and decided by the board of directors.
Article 34 The staff and workers of a joint venture shall have the right to establish grass-roots trade union organizations according to law, carry out trade union activities and safeguard the legitimate rights and interests of the staff and workers. A joint venture shall provide necessary conditions for the activities of the trade union.
Chapter XII Preparation and Construction
Article 35 During the preparation of a joint venture, the board of directors shall set up a preparation office. The preparatory office is composed of … people, including … people from Party A and … people from Party B. The preparatory office has a director recommended by ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
Article 36 The preparation office is responsible for reviewing the engineering design, signing the construction contract, organizing the procurement and acceptance of equipment and materials, formulating the overall progress plan and capital plan of the project, mastering the financial payment and final accounts of the project, formulating management measures, and taking care of documents, drawings, files and materials during the construction process.
Article 37 The parties to a joint venture shall make appointment through consultation.
Article 38 The staffing, remuneration and expenses of the preparatory office shall be included in the project budget after the parties to the joint venture agree.
Article 39 The preparatory office shall be cancelled with the approval of the board of directors after the factory construction is completed and the handover procedures are completed.
(Note: If infrastructure is not needed or the preparation time is not long, this chapter can be omitted. )
Chapter XIII Taxation, Finance, Auditing, Statistics and Environmental Protection
Article 40 A joint venture shall pay various taxes in accordance with the relevant laws of People's Republic of China (PRC).
Article 41 The staff and workers of a joint venture shall pay individual income tax in accordance with the Individual Income Tax Law of People's Republic of China (PRC).
Article 42 A joint venture shall withdraw reserve fund, enterprise development fund, employee welfare and incentive fund according to the relevant laws and regulations of People's Republic of China (PRC) and the relevant provisions of Shenzhen Special Economic Zone, and the annual withdrawal ratio shall be decided by the board of directors according to the operation of the joint venture.
Article 43 The financial and accounting system of a joint venture shall be formulated in accordance with the relevant laws and financial and accounting systems of China and combined with the situation of the joint venture, and shall be reported to the local financial department and tax authorities for the record.
Article 44 The financial audit of a joint venture shall be examined and audited by a certified public accountant firm in China, and the results shall be reported to the board of directors and the general manager. All parties to the joint venture have the right to hire accountants to audit the books of the joint venture at their own expense.
Article 45 A joint venture shall submit accounting statements and statistical statements to the relevant departments in accordance with relevant state regulations.
Article 46 A joint venture shall, in accordance with the provisions of the Environmental Protection Law of People's Republic of China (PRC), undertake the obligations and responsibilities of environmental protection and implement measures to prevent and control environmental pollution.
Chapter XIV Administration of Foreign Exchange Revenue and Expenditure
Article 47 All foreign exchange matters of a joint venture shall be handled in accordance with the Regulations of People's Republic of China (PRC) Municipality on Foreign Exchange Control and relevant administrative measures.
Article 48 The lawful profits, other lawful gains and funds after liquidation obtained by an overseas joint venture may be remitted freely in accordance with the relevant provisions on foreign exchange control.
Article 49 After paying taxes according to law, after deducting expenses in China, the rest of the wages and other lawful incomes of foreign employees and employees from Taiwan, Hong Kong and Macao of a joint venture may be remitted by purchasing foreign exchange in accordance with relevant state regulations.
Chapter XV Term of Joint Venture
Article 50 The term of the joint venture is …… years, counting from the date when the business license of the joint venture is issued.
Upon the proposal of one party to the joint venture and unanimous approval of the board of directors of the joint venture, it may apply to the original examination and approval authority for extending the joint venture term six months before the expiration of the joint venture.
Chapter XVI Disposal of Property at the Expiry of Joint Venture
Article 51 Upon the expiration or early termination of the joint venture, the joint venture shall be liquidated according to law, and the property after liquidation shall be distributed according to the proportion of the capital contributions of the parties to the joint venture.
Chapter XVII Insurance
Article 52 All insurances of a joint venture shall be insured by insurance institutions in China, and the types, amount and duration of insurance shall be decided by the board of directors in accordance with relevant state regulations.
Chapter XVIII Modification and Termination of the Contract
Article 53 Major amendments to this contract and its annexes, joint venture's transformation of production, expansion of business scope, division, merger, capital increase, transfer, adjustment of registered capital or other important changes must be unanimously adopted by the board of directors of the joint venture, and all parties to the joint venture shall sign their opinions, report them to the original examination and approval authority for approval, and go through the formalities of change registration with the administrative department for industry and commerce.
Article 54 If the contract cannot be performed due to force majeure, or if the joint venture is unable to operate due to losses in successive years, it may be reported to the original examination and approval authority for approval after consultation between the parties to the joint venture, and the joint venture contract may be terminated ahead of schedule.
Article 55 a joint venture suffers serious losses, and one party fails to perform its obligations stipulated in the contract and articles of association, and force majeure. After negotiation, the parties to the joint venture may terminate the contract, report to the examination and approval authority for approval, and register with the state administration for industry and commerce. If the breach of the contract causes losses, the breaching party shall bear the economic responsibility.
Chapter XIX Liability for Breach of Contract
Article 56 If a party to a joint venture fails to pay or pay off its capital contribution on schedule in accordance with the provisions of the joint venture contract, it will constitute a breach of contract. The observant party shall urge the defaulting party to pay or pay off its capital contribution within one month. Failing to pay or not paying in full within the time limit shall be deemed as the breaching party giving up all rights in the joint venture contract and voluntarily withdrawing from the joint venture. The observant party shall, within one month after the expiration of the time limit, apply to the original examination and approval authority for approval to dissolve the joint venture company or find another joint venture company to assume the rights and obligations of the defaulting party in the joint venture contract. The observant party may demand the defaulting party to compensate for the economic losses caused by the unpaid or unpaid capital contribution.
If the defaulting party mentioned in the preceding paragraph has paid part of the capital contribution according to the provisions of the contract, the joint venture shall clean up the capital contribution.
Article 57 In case of breach of the contract due to failure to pay the capital contribution obligation in full and on time, the breaching party shall pay.
Article 58 If this contract and its annexes cannot be performed or fully performed due to the fault of one party, the party at fault shall bear the liability for breach of contract; If it is the fault of all parties, according to the actual situation, each party shall bear the responsibility for breach of contract.
Chapter XX Force Majeure
Article 59 If the performance of the contract is directly affected or cannot be performed according to the agreed conditions due to earthquake, typhoon, flood, war and other unforeseeable force majeure accidents, the party encountering the above force majeure accidents shall immediately notify the other party by telegram, and shall provide the accident details, the reasons for the failure to perform the contract or the need to postpone the performance and its valid supporting documents within 15 days from the date of the accident. This certificate should be issued by the notary office where the accident occurred. According to the impact of the accident on the performance of the contract, both parties shall decide through consultation whether to terminate the contract, or partially exempt from the responsibility of performing the contract, or postpone the performance of the contract.
Chapter XXI Applicable Law
Article 60 The conclusion, validity, interpretation, execution, modification, termination and dispute settlement of this contract shall be governed by the laws of People's Republic of China (PRC).
Chapter XXII Settlement of Disputes
Article 61 Disputes arising from the interpretation or performance of the agreement, contract and articles of association of a joint venture shall be settled through friendship or mediation as far as possible. If coordination or mediation fails, it shall be submitted to arbitration or judicial settlement. According to the written arbitration agreement, the parties to the joint venture may arbitrate in an arbitration institution or other institutions in China.
Article 62 During the period of dispute settlement, the parties to the joint venture shall continue to perform other provisions of the joint venture agreement, contract and articles of association, except the disputed matters.
Chapter 23 Writing
Article 63 This contract is written in Chinese.
(Note: It can also be written in Chinese and another language agreed by the parties to the joint venture, both of which are equally authentic. )
(Note: If it is written only in Chinese, this chapter can be omitted. )
Chapter XXIV Entry into Force of Contract and Others
Article 64 The attached documents concluded in accordance with the principles stipulated in this contract, including the articles of association of the joint venture company, the project agreement, the technology transfer agreement and the sales agreement, are an integral part of this contract. In case of any conflict between the above annexes and this contract, this contract shall prevail. (Note: No attachments can be deleted)
Article 65 This contract and its annexes shall be approved by the examination and approval authority of Shenzhen Municipal People's Government and shall come into force as of the date of approval.
Article 66 If the parties to a joint venture send a notice by telegram or telex, which involves the rights and obligations of all parties, they shall give a notice in writing. The legal address of each party to the joint venture listed in this contract is the receiving address of each party. If there is any change of address, the parties to the joint venture shall be informed in writing in time.
Article 67 This contract was signed by the legal representatives (or authorized representatives) of the parties to the joint venture in Shenzhen, China on.
(Note: If all parties are signed by legal representatives, "(or authorized representative)" should be deleted. Otherwise, the identities of the following signatories shall be listed separately. )
Party A: (Seal) Party B: (Seal)
Signature of legal representative (or authorized representative): Signature of legal representative (or authorized representative):