foreword
Chapter I Composition of the Joint Venture Company
Chapter II Business Scope and Service Content
Chapter III Total Investment and Capital Transfer
Chapter IV Profit Distribution and Loss Burden
Chapter V Term of Joint Venture, Termination of Contract and Liquidation of Property
Chapter VI Responsibilities of the Parties to the Joint Venture
Chapter VII Board of Directors
Chapter VIII Management Organization
Chapter IX Financial Accounting System
Chapter X Labor Management
Chapter II Provision of XI Technology and Services
Chapter XII Tax Payment
Chapter XIII Insurance
Chapter XIV Liability for Breach of Contract
Chapter XV Force Majeure
Chapter XVI Settlement of Disputes
Chapter XVII Applicable Law
Chapter XVIII Modification and Termination of the Contract
Chapter XIX Validity of Contract and Others
foreword
According to the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures and other relevant laws and regulations of China, China Technology Import Corporation and China Petroleum Corporation agreed through friendly negotiation that the people of China and the provinces and cities would jointly invest and run the company.
Chapter I Composition of the Joint Venture Company
1? 1 The parties to the joint venture are:
China Technology Import Company (hereinafter referred to as Party A) is registered in China, and its legal address is. Streets in China Province; Legal Representative: Name: Position: Nationality:
China Company (hereinafter referred to as Party B) is registered in this country, and its legal address is in this country; Legal Representative: Name: Position: Nationality: (If it is a multi-party joint venture, it can be called C or D? Party).
1? Chinese name of the joint venture company is: foreign name is: legal address of the joint venture company is
According to business needs and with the approval of relevant departments, the joint venture company may set up branches or offices abroad or elsewhere.
1? The joint venture company is a joint venture limited company established in China and is a legal person in China. All business activities of the company must abide by the laws, decrees and regulations of China.
Chapter II Business Scope and Service Content
2? 1 Business scope:
The joint venture company will undertake engineering contracting or consulting services for the following projects: coal mine, metallurgy, petroleum, transportation, hydropower generation, thermal power generation, nuclear power plant, water conservancy, communication and ancillary works of the above projects.
2? 2 service content:
Within its business scope, the joint venture company will provide the following services to customers:
2? 2? 1 New construction, reconstruction, expansion, technical transformation and development planning and design of industrial and mining enterprises' engineering projects.
2? 2? 2 Preliminary feasibility analysis
2? 2? 3 Feasibility study
2? 2? 4 Project evaluation
2? 2? 5. Select the civil engineering department
2? 2? 6. Civil engineering construction supervision
2? 2? 7. Training technicians and managers
2? 2? 8 technology transfer
2? 2? 9. Other services approved by the board of directors.
(Note: It can be formulated according to specific conditions)
2? The joint venture company will seek to undertake domestic or foreign projects in China according to the above-mentioned service scope, category and business plan of the company.
Chapter III Total Investment and Capital Transfer
3? 1 The registered capital of the joint venture company is RMB (RMB or a foreign currency agreed by both parties).
Among them, Party A contributed RMB. Accounted for% of the registered capital
Party B contributes RMB. Accounted for% of the registered capital
3? Party A and Party B will make contributions in the following ways.
Party A: RMB cash, RMB proprietary technology use fee, RMB * * *.
Party B: RMB yuan, RMB yuan for machinery and equipment, RMB yuan for know-how and RMB yuan for others.
3? The parties to the joint venture shall pay off the investment funds in installments within days after the joint venture company obtains the business license, and the amount and time limit payable are as follows:
If either party fails to pay or pay the capital contribution on time, 14? Article 3 is handled.
3? 4? 1 The increase, transfer or other disposal of registered capital must be approved by the board of directors. And report to the original examination and approval authority for registration.
3? 4? 2. The joint venture shall transfer all or part of its capital contribution to a third party. Need to get approval from the other side of the company. The other party of the company has the priority to purchase the transferred shares. Conditions for the company to transfer its capital contribution to a third party. It shall not be superior to the conditions for transferring capital contribution to other parties of the company.
Chapter IV Profit Distribution and Loss Burden
4? 1 After the profits of the joint venture company are taxed according to China tax law, the board of directors decides to deduct the company's reserve fund, enterprise fund and employee welfare fund, and all parties to the joint venture will share the profits or losses or risks in proportion to their capital contribution.
4? The assets and liabilities of the joint venture company shall be limited to the registered capital of the company.
Chapter V Term of Joint Venture, Termination of Contract and Liquidation of Property
5? 1 After obtaining the business license, the joint venture company can start to operate as a legal person for a period of years, and the joint venture contract will automatically terminate upon the expiration of the joint venture.
5? If the parties to the joint venture agree to extend the term of the joint venture, they shall apply to the relevant institutions six months before the expiration of the joint venture company, and each extension shall be limited to years.
5? 3 when the term of the joint venture company expires or is dissolved in advance. The board of directors shall appoint a liquidation committee. The liquidation committee may include or consist of all directors. And according to China's relevant financial accounting system, the Company's liquidation plan is formulated. Properly carry out liquidation. All the property funds of the joint venture company are used to repay the company's debts. After fulfilling the obligation of compensation and paying the liquidation expenses. All the remaining property shall be distributed according to the proportion of capital contribution of both parties in the registered capital.
Chapter VI Obligations of the Parties to a Joint Venture
6? 1 Party A's responsibilities:
6? 1? 1 press 3? The provisions of article 3 provide for the timely allocation of capital.
6? 1? Assist the joint venture company to register in China and obtain a business license.
6? 1? According to the business plan of the joint venture company. Provide domestic and foreign engineering projects for the joint venture company.
6? 1? Assist the joint venture company to recruit experienced and qualified management personnel and engineering and technical personnel locally.