《2023年-中外合资经营合同模板格式中英文版.docx》由会员分享，可在线阅读，更多相关《2023年-中外合资经营合同模板格式中英文版.docx（31页珍藏版）》请在taowenge.com淘文阁网|工程机械CAD图纸|机械工程制图|CAD装配图下载|SolidWorks_CaTia_CAD_UG_PROE_设计图分享下载上搜索。
1、中外合资经营合同格式（中英）第一章总则中国 公司和 国 公司，根据中华人民共和国中外合资经营企业法和中国的其它有关法律法规，本着平等互利的原则，通过友好协商，同意在中 华人民共和国共同投资举办合资经营企业，特订立本合同。第二章合资双方第一条合资合同双方合同双方如下：1.1. ”中国公司”（以下简称甲方）是一个按中华人民共和国（以下简称“中国”）法律组织和存在的企业法人，在中国注册，持有编号为的营业执照。法定地址：法人代表：1.2. 公司”（以下简称乙方）是一个按国法律组织和存在的企业法人，在 注册，持有编号为 的营业执照。法定地址：法人代表：1. 3.各方均表明自己是按中国法律或 国法律合法成
2、立的有效法人，具有缔结本合资合同并履行本合同义务所需的全部法人权限。第三章合资公司的成立第二条 按照中国的合资企业法和其它有关法律和法规，合同双方同意在中国境内 省 市建立合资公司。第五十三条本合同的订立、效力、解释、履行受中华人民共和国法律的管辖。在某一 具体相关问题上如果没有业已颁布的中国法律可适用，则可参考国际惯例办理。第二十一章争议的解决第五十四条凡因执行本合同所发生的或与本合同有关的一切争议，双方应通过友好协 商解决，如果协商不能解决，应提交北京中国国际贸易促进委员会对外经济贸易仲裁委员会 根据该会的仲裁程序暂行规则进行仲裁。或，应提交国地仲裁机构根据该仲裁 机构的仲裁程序进行仲裁。
3、或，仲裁在被诉人所在国进行。仲裁裁决是终局的，对双方都有 约束力。第五十五条在仲裁过程中，除双方有争议正在进行仲裁的部分外,本合同应继续履行。第二十二章合同文字第五十六条本合同用中文和文写成，两种文字具有同等效力。上述两种文本如有不符，以中文本为准。第二十三章合同生效及其它第五十七条按照本合同规定的各项原则订立的如下附属协议文件，包括：相关技术转 让协议、销售协议.，均为本合同的组成部分。第五十八条 本合同及其附件，自中华人民共和国审批机构批准之日起生效。第五十九条 双方发送通知，如用电报、电传时、凡涉及各方权利、义务的，应随之以 书面信件通知。合同中所列双方的法定地址为收件地址。第六十条 本
4、合同于年月日由双方指定的授权代表在中国签署。中国公司代表国公司代表7. THE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTUREWhole Doc.Chapter 1 General ProvisionsIn accordance with the Law of the Peoples Republic of China on JointVentures Using Chinese and Foreign Investment (the Joint Venture Lawn)and other relevant Chinese laws and re
5、gulations,Company andCompany, in accordance with the principleof equality andmutual benefit and through friendly consultations, agree to jointly investto set up a joint venture enterprise in of the Peoples Republicof China.Chapter 2 Parties of the Joint VentureArticle 1Parties to this contract are a
6、s follows:Company (hereinafter referred to as Party A), registered with in China,and its legal address is at(street)(district)(city)China.Legal representative:Name:Position:Nationality:Company (hereinafter refeired to as Party B), registeredwith. Its legal address at.Legal representative:Name:Positi
7、on:Nationality:(Note: In case there are more than two investors, they will be calledParty C,Din properorder).Chapter 3 Establishment of the Joint Venture CompanyIn accordance with the Joint Venture Law and other relevant Chineselaws and regulations, both parties of the joint venture agree to set up
8、joint venture limited liabilitycompany ( hereinafterreferred to as the joint venture company).The name of the joint venture company isLimited LiabilityCompany.The name in foreign language isThe legal address of the joint venture company is atstreet(city)province.All activities of the joint venture c
9、ompany shall be governed by thelaws, decrees and pertinent rules and regulations of the Peoples Republicof China.The Organization form of the joint venture company is a limitedliability company. Each party to the joint venture company is liable tothe joint venture company within the limit of the cap
10、ital subscribed byit. The profits, risks and losses of the joint venture company shall beshared by the parties in proportion to their contributions to theregistered capital.Chapter 4 The Purpose, Scope and Scale of Production and BusinessThe goals of the parties to the joint venture are to enhance e
11、conomicco-operation technical exchanges, to improve the product quality, developnew products, and gain a competitive position in the world market inquality and price by adopting advanced and appropriate technology andscientific management methods, so as to raise economic results and ensuresatisfacto
12、ry economic benefits for each investor.(Note: This article shall be written according to the specificsituations in the contract).The productive and business scope of the joint venture company is toproduce products; provide maintenance service after the sale ofthe products; study and develop new prod
13、ucts.(Note: It shall be written in the contract according to the specificconditions).The production scale of the joint venture company is as follows:1. The production capacity after the joint venture is put intooperation is.2. The production scale may be increased up to with thedevelopment of thepro
14、duction and operation. The product varieties may bedeveloped into.(Note: It shall be written according to the specific situation).Chapter 5 Total Amount of Investment and the Registered CapitalArticle 9The total amount of investment of the joint venture company is RMB(or a foreign currency agreed up
15、on by both parties).Investment contributed by the parties is Renminbi, whichwill be the registered capital of the joint venture company.Of which: Party A shall payYuan, accounting for%; Party Bshall payYuan, accounting for%.Both Party A and Party B will contribute the following as theirinvestment:Pa
16、rty A: cash Yuanmachines and equipmentYuanpremisesYuanthe right to the use of the site Yuanindustrial propertyYuanothersYuan,Yuan in all.Party B: cashYuanmachines and equipmentYuanindustrial property Yuanothers Yuan,Yuan in all.(Note: When contributing capital goods or industrial property asinvestme
17、nt, Party A and Party B shall conclude a separate contract to be apart of this main contract).The registered capital of the joint venture company shall be paid in installmentsby Party A and Party B according to theirrespective proportion of their investment.Each installment shall be as follows:(Note
18、: it shall be written according to the concrete conditions).In case any party to the joint venture intends to assign all or partof his investment subscribed to a third party, consent shall be obtainedfrom the other party to the joint venture, and approval from theexamination and approval authority i
19、s required.When one party to the joint venture assigns all or part of hisinvestment, the other party has preemptive right.Article 11 Responsibilities of Each Party to the Joint VentureArticle 14Party A and Party B shall be respectively responsible for thefollowing matters:Responsibilities of Party A
20、:Handling of applications for approval, registration, business licenseand other matters concerning the establishment of the joint venturecompany from relevant departments in charge of China;Processing the application for the right to the use of a site to theauthority in charge of the land;Organizing
21、 the design and construction of the premises and otherengineering facilities of the joint venture company;Providing cash, machinery and equipment and premisesin accordancewith theprovisions of Article 11;Assisting Party B to process import customs declaration for themachinery and equipment contribut
22、ed by Party B as investment and arrangingthe transportation within the Chinese territory;Assisting the joint venture company in purchasing or leasingequipment, materials, raw materials, articles for office use, means oftransportation and communication facilities etc.;Assisting the joint venture comp
23、any in contacting and settling thefundamental facilities such as water, electricity, transportation etc.;Assisting the joint venture in recruiting Chinese managementpersonnel, technical personnel, workers and other personnel needed;Assisting foreign workers and staff in applying for entry visas, wor
24、klicenses and handling their travel procedures;Responsible for handling other matters entrusted by the joint venturecompany.Responsibilities of Party B:Providing cash, machinery and equipment, industrial propertyinaccordance with theprovisions of Article 11, and responsible for shippingcapital goods
25、 such as machinery and equipment etc. contributed asinvestment to a Chinese port;Handling the matters entrusted by the joint venture company, such asselecting and purchasing machinery and equipment outside China, etc.;Providing necessary technical personnel for installing, testing andtrial productio
26、n of the equipment as well as the technical personnel forproduction and inspecting;Training the technical personnel and workers of the joint venturecompany;In case Party B is the licensor, it shall be responsible for thestable production of qualified products of the joint venture company inthe light
27、 of design capacity within the specified period;Responsible for other matters entrusted by the joint venture company.(note: It shall be written according to the specific situation).Article 7 Transfer of TechnologyBoth Party A and Party B agree that a technology transfer agreementshall be signed betw
28、een the joint venture company and Party B (or a thirdparty) so as to obtain advanced production technology needed for realizingthe production and operation purpose and the production scale specified inChapter 4 of the contract, including product design, manufacturingtechnology, means of testing, mat
29、erials prescription, standard of qualityand the training of personnel etc.(Note: It shall be written in the contract according to the concreteconditions).Party B offers the following guarantees on the transfer of technology:(Note: Article applies only when Party B is responsible fortransfemng techno
30、logy to the joint venture company).1. Party B guarantees that the overall technology such as thedesigning, manufacturing technology, technological process, tests andinspection of products (Note: The name of the products shall be written)provided to the joint venture company must be integrated, preci
31、se andreliable. It is to meet the requirement of the joint ventures operationpuipose, and be able to obtain the standard of production quality andproduction capacity specified in the contract;2. Party B guarantees that the technology specified in this contractand the technology transfer agreement sh
32、all be fully transferred to thejoint venture company, and pledges that the provided technology should betruly advanced among the same type of technology produced by Party B,themodel, specification and quality of the equipment are excellent and it isto meet the requirement of technological operation
33、and practical usage;3. Party B shall work out a detailed list of the provided technologyand technological service at various stages as specified in the technologytransfer agreement to be an appendix to the contract, and guarantee itsperformance;4. The drawings, technological conditions and other det
34、ailedinformation are part of the transferred technology and shall be providedon time;5. During the term of the technology transfer agreement, Party B shallprovide the joint venture company with any improvements in the technologyand the improved information and technological materials in time, andsha
35、ll not charge separate fees;6. Party B shall guarantee that the technical personnel and theworkers in the joint venture company can master all the technologytransferred within the period specified in the technology transferagreement.In case Party B fails to provide equipment and technology inaccorda
36、nce with the provisions of this contract and the technologytransfer agreement or in case any deceiving or concealing actions arefound, Party B shall be responsible for compensating the direct losses tothe joint venture company.The technology transfer fee shall be paid in royalties. The royaltyrate s
37、hall be% of the net sales value of the products.The term for royalty payment is the same as the term for thetechnology transfer agreement specified in Article 19 of this contract.The term for the technology transfer agreement signed by the jointventure company andParty B is years. After the expirati
38、on ofthe technology transfer agreement, the jointventure company shall havethe right to use, research and develop the imported technologycontinuously.(Note: The term for a technology transfer agreement is generally nolonger than 10 years, and it shall be approved by the Ministry of ForeignTrade and
39、Economic Cooperation or other examination and approvalauthorities entrusted by the Ministry of Foreign Trade and EconomicCooperation).Article 8 Selling of ProductsThe products of joint venture company will be sold both on the Chineseand the overseas market, the export portion accounts for%,% for the
40、 domestic market.(Note: An annual percentage and amount for outside and domesticselling will be written out according to practical situations, in normalconditions, the amount for export shall at least meet the needs of foreignexchange expenses of the joint venture company).Products may be sold on ov
41、erseas markets through the followingchannels:The joint venture company may directly sell its products on theinternational market, accounting for%.The joint venture company may sign sales contracts with Chineseforeign trade companies, entrusting them to be the sales agencies orexclusive sales agencie
42、s, accounting for%.The joint venture company may entrust Party B to sell its products,accounting for %.第三条合资公司的中文名称为合资公司的英文名称为法定地址：第四条合资公司为中国法人，受中国的法律、法规和有关规章制度（以下简称“中国法 律）的管辖和保护，在遵守中国法律的前提下，从事其一切活动。第五条合资公司的法律形式为有限责任公司，合资公司的责任以其全部资产为限，双 方的责任以各自对注册资本的出资为限。合资公司的利润按双方对注册资本出资的比例由双 方分享。第四章生产和经营的目的范围和规模第六
43、条目的合资双方希望加强经济合作和相关技术交流，从事第七条所规定的经营活动，（根 据具体情况写），为投资双方带来满意的经济利益。第七条 合资公司生产和经营范围（略）第八条合资公司生产规模（略）第五章投资总额与注册资本第九条总投资合资公司的总投资额为人民币。第十条注册资本合资公司的注册资本为人民币，其中：甲方元，占%;乙方元，占%。（如乙方以外币出资，按照缴款当日的中国国家 外汇管理管控局公布的外汇牌价折算成人民币）The joint ventures products to be sold in China may be handled by theChinese materials and c
44、ommercial departments by means of agency orexclusive sales, or may be sold by the joint venture company directly.In order to provide maintenance service to the products sold both inChina or abroad, the joint venture company may set up sales branches formaintenance service both in China or abroad sub
45、ject to the approval of therelevant Chinese department.The trade mark of the joint ventures products is.Chapter 9 The Board of DirectorsThe date of registration of the joint venture company shall be thedate of the establishment of the board of directors of the joint venturecompany.The board of direc
46、tors is composed of directors, of which shall beappointed by Party A,by Party B. Thechairman of the board shall be appointed by Party A, and its vice-chairmanby Party B. The term of office for the directors, chairman andvice-chairman is four years, their term of office may be renewed ifcontinuously
47、appointed by the relevant party.The highest authority of the joint venture company shall be its boardof directors. It shall decide all major issues (Note: The main contentsshall be listed in the light of Article 36 of the Implementing Regulationsfor the Joint Venture Law) concerning the joint ventur
48、e company. Unanimousapproval shall be required for any decisions concerning major issues. Asfor other matters, approval by majority or a simple majority shall berequired.(Note: It shall be explicitly set out in the contract).The chairman of the board is the legal representative of the jointventure company. Should the chairman be unable to exercise hisresponsibilities for any reason, he shall authorize the vice- chairman orany other directors to represent the joint venture company temporarily.The board of directors shall conven