China _ _ _ _ _ Company and _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Chapter II Parties to the Joint Venture
Article 1 The parties to this contract are:
China _ _ _ _ _ Company (hereinafter referred to as Party A) is registered in _ _ _ _ _ China, and its legal address is. China _ _ _ _ _ _ District _ _ _ Street, legal representative: name _ _ _ _ _ _ _ _ _ _ _ _ _ _.
_ _ _ _ _ _ _ Company (hereinafter referred to as Party B) is registered in _ _ _ _ _ _ _, and its legal address is _ _ _ _.
Legal Representative: Name, position and nationality.
(Note: If there are two or less joint ventures, they are called C and D in turn? Fang. )
Chapter III Establishment of Joint Venture Company
Article 1 Party A and Party B agree to establish a joint venture limited liability company (hereinafter referred to as the joint venture company) in China according to the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures and other relevant laws and regulations of China.
Article 2 The name of the joint venture company is _ _ _ _ limited liability company.
Mbth is _ _ _ _.
The legal address of the joint venture company is:No. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 3 All activities of the joint venture company must abide by the laws, decrees and relevant regulations of People's Republic of China (PRC).
Article 4 The organizational form of the joint venture company is a limited liability company. Party A and Party B shall be liable for the debts of the joint venture company with their respective capital contributions. 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 1 The purpose of joint venture between Party A and Party B is to strengthen economic cooperation and technical exchange, improve product quality, develop new products with advanced and applicable technologies and scientific management methods, and be competitive in the international market in terms of quality and price, so as to improve economic benefits and make all investors obtain satisfactory economic benefits. (Note: It should be written according to the specific conditions in the specific contract).
Article 2 The production economic scope of the joint venture company is:
_ _ _ production of products;
Provide maintenance services for after-sales products;
Research and develop new products. (Note: It should be written according to the specific situation)
Article 3 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 be increased to an annual output of _ _ _ _. Product varieties will develop _ _. (note: it should be written according to the specific situation).
Chapter V Total Investment and Registered Capital
Article 1 The total investment of the joint venture company is RMB (or a foreign currency agreed by both parties).
Article 2 The capital contribution of Party A and Party B is RMB Yuan, which is the registered capital of the joint venture company.
In which: Party A _ _ _ _ Yuan, accounting for _ _ _%; Party B is RMB, accounting for% of the shares.
Article 3 Party A and Party B will make the following contributions:
Party A: RMB in cash.
Mechanical equipment _ _ _ _ yuan
Factory building _ _ _ _ yuan
Land use right _ _ _ _ yuan
Industrial property rights _ _ _ _ yuan
Other _ _ _ _ yuan * * _ _ yuan.
Party B: RMB in cash.
Mechanical equipment _ _ _ _ yuan
Industrial property rights _ _ _ _ yuan
Other _ _ _ _ yuan * * _ _ yuan.
(Note: When the real industrial property right is used as the capital contribution, Party A and Party B shall sign a separate contract as an integral part of this contract. )
Article 4 The registered capital of the joint venture company shall be paid by Party A and Party B in _ _ _ _ installments according to the proportion of their contributions, and the amount paid in each installment is as follows: (Note: written according to the specific circumstances. )
Article 5 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.
When one party transfers all or part of its capital contribution, the other party has the preemptive right.
Chapter VI Responsibilities of the Parties to the Joint Venture
Article 1 Party A and Party B are respectively responsible for completing the following matters:
Party A's responsibilities:
1. Handle matters such as applying for approval, registration and obtaining business license from relevant authorities in China for the establishment of the joint venture company;
2. Go through the formalities for applying for land use right with the land administrative department;
3. Organize the design and construction of the workshop and other engineering facilities of the joint venture company;
4. Provide cash, machinery and equipment and factory buildings according to Article 1 1? ;
5. Assist in handling the import approval procedures of machinery and equipment contributed by Party B and the transportation in China;
6. Assist the joint venture company to purchase or lease equipment, materials, raw materials, office equipment, transportation and communication facilities in China;
7. Assist the joint venture company to contact and implement water, electricity, transportation and other infrastructure;
8. Assist the joint venture company in recruiting local managers, technicians, workers and other personnel in China as required;
9. Assist foreign employees to handle the required entry visas, work permits and travel procedures;
10. Responsible for handling other matters entrusted by the joint venture company.
Party B's responsibilities:
1. Provide cash, machinery and equipment and industrial property rights in accordance with Article 1 1? And is responsible for transporting the mechanical equipment and other physical objects as capital contribution to China port;
2. Handling the procurement of machinery, equipment and materials entrusted by the joint venture company outside China;
3. Provide necessary technical personnel for equipment installation, commissioning, trial production, production and inspection;
4. Training the technical personnel and workers of the joint venture company;
5. If Party B is also a technology transferor, Party B shall be responsible for the stable production of qualified products by the joint venture company according to the design capacity within the specified period;
6. Be 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 1 Party A and Party B agree that the joint venture company shall sign a technology transfer agreement with Party A or a third party, so as to obtain the advanced production technology required to achieve the production and operation purpose and scale specified in Chapter IV of this contract, including product design, manufacturing process, test method, material formula, quality standard and personnel training. (Note: It should be stipulated in the contract).
Article 2 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 guarantees to transfer all the technologies specified in this contract and the technology transfer agreement to the joint venture company. The technologies provided are the most advanced among Party B's similar technologies, and the equipment selection, performance and quality are excellent, meeting the requirements of process operation and actual use;
3. Party B shall list the technology and technical services provided in each stage specified in the technology transfer agreement in detail as an annex to this agreement and ensure its implementation;
4 drawings, technical conditions and other detailed information is an integral part of the transfer of technology, and ensure timely submission;
5. During the validity period of the technology transfer agreement, Party B shall provide the improved technology and improved information and technical data to the joint venture company in time, without additional charges;
6. Party B guarantees that the technical personnel and workers of the joint venture company can master the transferred technology within the time limit stipulated in the technology transfer agreement.
Article 3 If Party B fails to provide equipment and technology according to the provisions of this contract and the technology transfer agreement, or finds cheating or concealment, Party B shall be responsible for compensating the direct losses of the joint venture company.
Article 4 The technology transfer fee shall be paid by royalty.