Chapter I General Provisions
Article 1 In accordance with the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures, the Company Law of People's Republic of China (PRC) and relevant laws and regulations of China, China (hereinafter referred to as Party A) and China (hereinafter referred to as Party B) have agreed to establish a Chinese-foreign joint venture company (hereinafter referred to as Party A) in Beijing, People's Republic of China (PRC) through friendly negotiation on the principle of equality and mutual benefit.
Article 2 Names, legal addresses and legal representatives of Party A and Party B:
Party A: China Company. Legal address:. Legal Representative:, Title:, Nationality:.
Party B: China Company. Legal address:. Legal Representative:, Title:, Nationality:.
Article 3 Name of the joint venture company:.
Legal address of the joint venture company:.
Article 4 The joint venture company is a limited liability company. The joint venture company shall be liable for its debts with all its assets. The parties to the joint venture shall be liable to the joint venture company to the extent of their subscribed capital contributions.
Article 5 The joint venture company is a legal person in China and is governed and protected by the laws of China. When engaging in business activities, the joint venture company must abide by the laws and administrative regulations of China, social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and assume social responsibilities.
Chapter II Purpose and Business Scope
Article 6 The purpose of the joint venture company is:
Article 7 The business scope of the joint venture company is:
Article 8 The production scale of the joint venture company:
Chapter III Total Investment and Registered Capital
Article 9 The total investment of the joint venture company is US$ billion.
The registered capital of the joint venture company is USD.
(Note: The total investment and registered capital can also be RMB or other freely convertible currencies, which can be filled in according to the actual situation)
Article 10 The capital contributions of Party A and Party B are as follows:
Party A: The subscribed capital contribution is USD, accounting for% of the registered capital.
Among them, the currency is millions of dollars.
Ten thousand dollars in kind
Land use right value100000 USD.
Millions of dollars in intellectual property rights
Party B: The subscribed capital contribution is USD, accounting for% of the registered capital.
Among them, the currency is millions of dollars.
Ten thousand dollars in kind
Millions of dollars in intellectual property rights
(Note: If there are more than two investors, they should be filled in in order, and the foreign investors should contribute in freely convertible currency; If the registered capital currency is foreign currency, Chinese investment can be expressed in RMB equivalent to several foreign currencies. )
Article 11 The registered capital of the joint venture company shall be paid in installments from the date when the business license is issued. The first installment shall be paid within three months, not less than 15% of the registered capital. The remaining registered capital shall be paid off within months. (Note: The remaining registered capital shall be paid within two years from the date of issuance of the business license at the latest)
(Note: Investors can agree on their own investment period, but they should comply with the Company Law and relevant laws and regulations of foreign-invested enterprises. When an investor applies to the registration authority for registration of change of registered capital, he shall pay no less than 20% of the newly-increased registered capital, and the rest can be paid in full within two years from the date of approval of change registration. )
Article 12 After the parties to the joint venture have paid the capital contribution, the joint venture company shall employ an accountant registered in China to verify the capital and issue a capital verification report, and the joint venture company shall issue a capital contribution certificate.
Article 13 A party to a joint venture shall transfer all or part of its equity, subject to the consent of the other party to the joint venture, report to the examination and approval authority for approval, and go through the formalities of change registration with the registration authority. If one party transfers, the other party has the preemptive right.
Article 14 The adjustment of the registered capital of the joint venture company shall be approved by the meeting of the board of directors and submitted to the examination and approval authority for approval, and the alteration registration formalities shall be handled with the registration authority.
Chapter IV Board of Directors
Article 15 The date when the business license of the joint venture company is issued shall be the date when the board of directors is established.
Article 16 The board of directors is composed of directors, of whom Party A appoints directors and Party B appoints directors. A chairman appointed by Party _ _ _ _. And _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. The parties to the joint venture shall notify the board of directors in writing when appointing or replacing directors.
(Note: The term of office of directors shall not exceed three years, which shall be decided by the investors themselves. )
Article 17 The board of directors is the highest authority of the joint venture company and decides all major matters of the joint venture company.
The following matters must be unanimously approved by the directors attending the board meeting before a resolution can be made:
1. Modify the contract of the joint venture company;
2. Dissolve the joint venture company;
3. Adjust the registered capital of the joint venture company;
4. One or more parties transfer their equity in the joint venture company;
5. Merger and division of the joint venture company;
(Note: Other important matters decided by the board of directors)
Article 18 The chairman of the board of directors is the legal representative of the joint venture company. When the chairman is unable to perform his duties, he shall authorize the vice chairman or other directors to represent the joint venture company.
Article 19 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. If the chairman is unable to convene a meeting, the chairman shall entrust the vice chairman or other directors to convene and preside over the board meeting. Upon the proposal of more than one third of the directors, the chairman may convene an interim meeting of the board of directors. The minutes of the meeting should be filed.
Article 20 A meeting of the board of directors shall be held only when more than two thirds of the directors are present.
Article 21 Each party has the obligation to ensure that the directors appointed by it attend the annual meeting and interim meeting of the board of directors; If a director is unable to attend the board meeting for some reason, he shall issue a power of attorney and entrust others to attend on his behalf.
Chapter V Board of Supervisors (Supervisors)
Article 22 The Company shall set up a board of supervisors, whose members shall be elected by shareholders. (Note: determined by the investor-* * * elected by the same party or appointed by the investor) The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The ratio of shareholders' representatives to employees' representatives in the board of supervisors is: (Note: It shall be determined by investors themselves, but the ratio of employees' representatives shall not be less than one third. )
The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected.
(Note: A company with a small number of investors and a small scale may have 1 to 2 supervisors)
Article 23 The board of supervisors or supervisors shall exercise the following functions and powers:
(1) Check the finances of the joint venture company;
(2) To supervise the actions of directors and senior managers in performing their duties, and put forward suggestions for the removal of directors and senior managers who violate laws, administrative regulations, the joint venture company contract or the resolutions of the board of directors;
(3) To require directors and senior managers to correct their actions when they harm the interests of the company;
(four) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the directors and senior managers;
(5) Other functions and powers. (Note: It is at the discretion of investors, and this article is deleted if shareholders have not made specific provisions. )
Supervisors may attend board meetings as nonvoting delegates.
Article 24 The board of supervisors shall meet at least once a year, and the supervisor may propose to convene an interim meeting of the board of supervisors.
Article 25 The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
(Note: The discussion method and voting procedure of the Board of Supervisors are decided by the investors themselves)
Chapter VI Management Organization
Article 26 The joint venture company shall set up an operation and management organization to be responsible for the daily operation and management of the enterprise (note: it may be determined according to the actual situation of the enterprise).
Article 27 The joint venture company shall have a general manager and deputy general managers, and the directors and deputy general managers shall be appointed by the board of directors.
Article 28 The general manager is directly responsible to the board of directors, implements the decisions of the board of directors, and organizes and leads the daily production, technology and operation management of the joint venture company. The deputy general manager assists the general manager in his work, and performs duties on behalf of the general manager with the authorization of the general manager or the board of directors when necessary.
Article 29 The term of office of the general manager and deputy general managers is years. After being hired by the board of directors, they can be re-elected.
Article 30 The chairman, vice-chairman and directors may concurrently serve as the general manager, deputy general manager and other senior staff of the joint venture company upon the invitation of the board of directors.
Article 31 The general manager and deputy general managers shall not concurrently serve as general managers or deputy general managers of other economic organizations, and shall not participate in commercial competition activities of other economic organizations against the joint venture company. If the general manager, deputy general managers and other senior managers engage in graft or serious dereliction of duty, they may be dismissed at any time upon the resolution of the board of directors.
Chapter VII Taxation, Foreign Exchange Management and Financial Accounting
Article 32 The joint venture company shall handle tax and foreign exchange matters in accordance with the relevant laws, regulations and rules of People's Republic of China (PRC), formulate financial and accounting systems, and file them with the competent government departments according to law.
(Note: The parties to the joint venture may also elaborate on the above matters in the contract according to the actual situation. )
Chapter VIII Profit Distribution
Article 33 The joint venture company shall draw reserve fund, enterprise development fund and employee bonus and welfare fund from the profits after paying income tax. The proportion of withdrawal shall be decided by the board of directors according to law.
Article 34 The distributable profits of the joint venture company after paying income tax and withdrawing various funds according to law shall be distributed in proportion to the registered capital of the parties to the joint venture if decided by the board of directors.
Chapter IX Staff and Workers
Article 35 The recruitment, dismissal, dismissal, wages, welfare, labor insurance, labor protection and labor discipline of the staff and workers of the joint venture company shall be handled in accordance with the relevant state regulations on labor and social security.
Chapter X Trade Union Organization Article 36 The staff and workers of the joint venture company have the right to establish trade union organizations and carry out trade union activities in accordance with the provisions of the Trade Union Law of People's Republic of China (PRC).
Article 37 The joint venture company shall allocate 2% of the total wages of its employees to the trade union funds every month, which shall be used by the trade union of this enterprise in accordance with the relevant measures for the management of trade union funds formulated by the All-China Federation of Trade Unions.
Chapter II Term, Termination and Liquidation of XI
Article 38 The term of operation of the joint venture company is years, counting from the date when the business license is issued.
Article 39 Where the parties to a joint venture agree to extend the term of operation, they shall submit a written application signed by all parties and a resolution of the board of directors of the joint venture company to the examination and approval authority six months before the expiration of the term, and the extension can only be carried out after approval, and the change registration formalities shall be handled with the registration authority.
Article 40 The parties to a joint venture may terminate the joint venture ahead of schedule if they think that the termination of the joint venture is in the best interests of all parties.
If the joint venture company terminates the joint venture in advance, it must be agreed by all parties to the joint venture through consultation, and the board of directors will hold a plenary meeting to make a decision and report it to the examination and approval authority for approval.
Article 41 Under any of the following circumstances, either party to the joint venture has the right to apply for termination of the joint venture according to law. (Note: Enterprises may formulate regulations according to actual conditions. )
Article 42 Upon expiration or early termination of the joint venture, the board of directors of the joint venture company shall organize the establishment of a liquidation committee to liquidate the joint venture company.
Article 43 The task of the liquidation committee is to conduct a comprehensive inventory of the property, creditor's rights and debts of the joint venture company, prepare the balance sheet and property catalogue, and formulate the liquidation plan, which shall be implemented after being submitted to the board meeting for approval.
Article 44 During the liquidation period, the liquidation committee shall sue and respond to the lawsuit on behalf of the joint venture company.
Article 45 The remaining property of the joint venture company after paying off its debts shall be distributed according to the proportion of capital contributions of the parties to the joint venture.
Article 46 After the liquidation, the joint venture company shall submit a report to the original examination and approval authority, go through the cancellation procedures with the original registration authority, surrender its business license and make an announcement at the same time.
Article 47 After the dissolution of the joint venture company, its account books and documents shall be kept by the original China joint venturer.
Chapter XII Settlement of Disputes
Article 48 The conclusion, validity, interpretation, execution and dispute settlement of this Contract shall be governed by the laws of China. Any dispute arising from the interpretation or performance of the contract of the joint venture company shall be settled through friendly negotiation or mediation as far as possible. If negotiation or mediation fails, it shall be submitted to arbitration (or judicial settlement). The parties to the joint venture agree to arbitrate in the Arbitration Commission in accordance with its rules of arbitration procedure.
Article 49 During the period of dispute settlement, the parties to the joint venture shall continue to perform other terms of the joint venture contract except the disputed matters.
Chapter XIII Supplementary Provisions
Article 50 The modification of this contract shall be subject to the consent of all parties to the joint venture, a written agreement shall be signed and a resolution shall be made by the board of directors of the joint venture company.
Article 51 This contract shall come into force after being approved by the examination and approval authority, and the same shall apply to its amendment.
Article 52 This contract is written in Chinese and documents, both texts are equally authentic.
Article 53 If the terms of this contract are inconsistent with the relevant laws, regulations and rules of China, the relevant laws, regulations and rules of China shall prevail.
Article 54 This contract is signed by the parties (or authorized representatives) to the joint venture in China on.
Signature of all parties to the joint venture (official seal of the Chinese side):
date month year
Note: All signatures should be printed with the signer's name.