Party B: _ _ _ _ _ _ _ _ _ _ _
Chapter I General Provisions
China _ _ _ _ _ _ _ Company and _ _ _ _ _ _ _ _ Company
Chapter II Parties to the Joint Venture
Article 1 Both parties to this contract
China _ _ _ _ _ _ _ _ Company (hereinafter referred to as Party A) has its registered place of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ Company (hereinafter referred to as Party B) is registered at _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Chapter III Establishment of Joint Venture Company
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, Party A and Party B agree to establish a joint venture limited liability company (hereinafter referred to as the joint venture company) in China.
Article 3 The name of the joint venture company is _ _ _ _ _ _ limited liability company. Mbth is _ _ _ _ _ _ _.
The legal address of the joint venture company is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 4 All activities of the joint venture company must abide by the laws, decrees and relevant regulations of People's Republic of China (PRC).
Article 5 The organizational form of the joint venture company is a limited liability company. Party A and Party B shall be liable to the joint venture with their respective subscribed capital contributions, and shall not be liable for the debts of the joint venture exceeding the subscribed capital contributions, whether individually or jointly. Each party shall share profits, risks and losses in proportion to its contribution to the registered capital.
Chapter IV Purpose, Scope and Scale of Production and Operation
Article 6 The purpose of joint venture between Party A and Party B is to improve product quality, develop new products, be competitive in quality and price in the international market, and improve economic benefits, so that all investors can obtain satisfactory economic benefits, with a view to strengthening economic cooperation and technical exchanges. (Note: It should be written according to the specific conditions in the specific contract. )
Article 7 The production and business scope of the joint venture company is:
Production of _ _ _ _ products;
Provide maintenance services for after-sales products;
Develop products. (Note: It should be written according to the specific situation. )
Article 8 The production scale of the joint venture company is as follows:
1. The production capacity of the joint venture company after commissioning is _ _ _ _ _ _ _.
2. With the development of production and operation, the production scale can increase by _ _ _ _ _ _. Product varieties will develop _ _ _ _ _. (Note: It should be written according to the specific situation. )
Chapter V Total Investment and Registered Capital
Article 9 The total investment of the joint venture company is RMB yuan (or some foreign currency agreed by both parties). )
Article 10 The capital contribution of Party A and Party B is RMB _ _ _ _ _ _, which is the registered capital of the joint venture company. In which: Party A is RMB _ _ _ _ _, accounting for _ _ _%; Party B is RMB Yuan, accounting for _ _ _ _%.
Article 11 Party A and Party B will make the following investments:
Party A: RMB in cash.
Mechanical equipment _ _ _ _ _ _ _ yuan
Factory building _ _ _ _ _ _ _ Yuan
The land use fee is _ _ _ _ _ _ _ yuan.
Industrial property rights _ _ _ _ _ _ _ yuan
Other _ _ _ _ _ _ _ _ yuan * * _ _ _ yuan.
Party B: RMB in cash.
Mechanical equipment _ _ _ _ _ _ _ yuan
Industrial property rights _ _ _ _ _ _ _ yuan
Other _ _ _ _ _ _ _ _ yuan * * _ _ _ yuan.
(Note: In general, the investment proportion of foreign joint ventures shall not be less than 25%. Where investment is made in kind or industrial property rights, Party A and Party B shall sign a separate contract as an integral part of this contract. The prices of the above-mentioned items, except cash and land use fees, are determined by both parties in the following ways: (Note: net book value method or revaluation method can be adopted. )
Article 12 The registered capital of the joint venture company shall be contributed by Party A and Party B in _ _ _ _ _ _.
If either party fails to pay its capital contribution to the joint venture company in full on time, the breaching party shall compensate the observant party (or the joint venture company) in the following ways: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 13 If either Party A or Party B transfers all or part of its capital contribution to a third party, it must obtain the consent of the other party and report to the examination and approval authority for approval.
Chapter VI Responsibilities of the Parties to the Joint Venture
Article 14 Party A and Party B are respectively responsible for completing the following matters.
Party A's responsibilities:
To apply for approval, registration and business license of the joint venture company to the relevant authorities in China;
To apply to the land management department for obtaining the land use right;
Organize the design and construction of the workshop and other engineering facilities of the joint venture company;
Providing cash, machinery and equipment and factory buildings in accordance with the provisions of Articles 11 and 12? ;
Assist in handling the import declaration formalities and transportation in China of machinery and equipment contributed by Party B;
Assist the joint venture company to purchase or lease equipment, materials, raw materials, office equipment, transportation and communication facilities in China;
Assist the joint venture company to contact and implement infrastructure such as water, electricity and transportation;
Assist the joint venture company in recruiting local managers, technicians, workers and other necessary personnel from China;
Assist foreign employees to handle the required entry visas, work permits and travel procedures; Responsible for handling other matters entrusted by the joint venture company.
Party B's responsibilities:
Providing cash, machinery and equipment and industrial property rights in accordance with Articles 11 and 12? And is responsible for transporting the mechanical equipment and other physical objects as capital contribution to China port; Handle the purchase of machinery, equipment and materials outside China entrusted by the joint venture company; Provide necessary technical personnel for equipment installation, commissioning, trial production, production and inspection; Training the management personnel, technicians, workers and other personnel of the joint venture company.
If Party B is also a technology transferor, it shall be responsible for the stable production of qualified products by the joint venture company according to the design capacity within the specified time limit; To assist the employees of the joint venture and other relevant personnel to obtain visas to enter the country or region where the foreign joint venture is located; Responsible for handling other matters entrusted by the joint venture company.
(Note: It should be written according to the specific situation)
Chapter VII Technology Transfer
Article 15 Party A and Party B agree that the joint venture company shall sign a technology transfer agreement with Party B (or a third party) in order to obtain the advanced production technology, including product design, manufacturing process, test method, material formula, quality standard, training personnel, etc., required to achieve the production and operation objectives and scale specified in Chapter IV of this contract. (Note: It should be stipulated in the contract. )
Article 16 Party B shall provide the following guarantees for technology transfer: (Note: This clause only exists in the joint venture contract in which Party B is responsible for technology transfer to the joint venture company. )
1. Party B guarantees that all technologies such as design, manufacturing technology, process flow, testing and inspection provided to the joint venture company are complete, accurate and reliable, and meet the requirements of the joint venture company's business objectives, and ensure that the product quality and production capacity required by this contract can be achieved;
2. Party B promises to transfer all technologies specified in this contract and the technology transfer agreement to the joint venture company.