《2023年-中外合资经营合同模板范本中英.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范本中英.docx（15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、中外合资经营合同范本（中英）2009-8-20 16:31【大 史小】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：
2、1. 3.各方均表明自己是按中国法律或 国法律合法成立的有效法人，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
3、生产和经营的目的范围和规模第六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）第十一条 双方将以下列作为出资：technologycontinuously.(Note: The term for a technology tr
4、ansfer agreement is generally nolonger than 10 years, and it shall be approved by the Ministry of ForeignTrade and Economic Cooperation or other examination and approvalauthorities entrusted by the Ministry of Foreign Trade and EconomicCooperation).Chapter 8 Selling of ProductsThe products of joint
5、venture company will be sold both on the Chineseand the overseas market, the export portion accounts for%,% for the 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
6、 shall at least meet the needs of foreignexchange expenses of the joint venture company).Products may be sold on overseas markets through the followingchannels:The joint venture company may directly sell its products on theinternational market, accounting for%.The joint venture company may sign sale
7、s contracts with Chineseforeign trade companies, entrusting them to be the sales agencies orexclusive sales agencies, accounting for%.The joint venture company may entrust Party B to sell its products,accounting for %.The joint ventures products to be sold in China may be handled by theChinese mater
8、ials and commercial 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
9、abroad subject 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 boar
10、d of directors 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 ifcon
11、tinuously 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 jo
12、int venture 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 joint
13、venture 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 convene at least one meeting every year.The meeting shall be call
14、ed and presided over by the chairman of theboard. The chairman may convene an interim meeting based on a proposalmade by more than one third of the total number of directors. Minutes ofthe meetings shall be placed on file.Chapter 10 Business Management OfficeThe joint venture company shall establish
15、 a management office whichshall be responsible for its daily management. The management office shallhave a general manager, appointed by Party , deputy generalmanagers, by Party ; by Party . The generalmanager and deputy general managers whose terms of office is years shall be appointed by the board
16、 of directors.The responsibility of the general manager is to carry out thedecisions of the board and organize and conduct the daily management ofthe joint venture company. The deputy general managers shall assist thegeneral manager in his work.Several department managers may be appointed by the man
17、agement office,they shall be responsible for the work in various departmentsrespectively, handle the matters handed over by the general manager anddeputy general managers and shall be responsible to them.In case of graft or serious dereliction of duty on the part of thegeneral manager and deputy gen
18、eral managers, the board of directors shallhave the power to dismiss them at any time.Chapter 11 Purchase of EquipmentIn its purchase of required raw materials, fuel, parts, means oftransportation and articles for office use, etc., the joint venturecompany shall give first priority to purchase in Ch
19、ina where conditionsare the same.In case the joint venture company entrusts Party B to purchaseequipment on the overseas market, persons appointed by the Party A shallbe invited to take part in the purchasing.Chapter 12 Preparation and ConstructionDuring the period of preparation and construction, a
20、 preparation andconstruction office shall be set up under the board of directors. Thepreparation and construction office shall consist of persons,among which persons will be from Party A, persons fromParty B. The preparation and construction office shall have one managerrecommended by Party, and one
21、 deputy manager by Party.The manager and deputy manager shall be appointed by the board ofdirectors.The preparation and construction office is responsible for thefollowing concrete works: examining the designs of the project, signingthe project construction contract, organizing the purchase and insp
22、ectionof related equipment, materials, etc., working out the general schedule ofproject construction, compiling the expenditure plans, controlling projectfinancial payments and final accounts of the project, drawing upmanagerial methods and keeping and filing documents, drawings, files andmaterials,
23、 etc., during the construction period of the project.A technical group with several technical personnel appointed by PartyA and Party B shall be organized. The group, under the leadership of thepreparation and construction office, is in charge of the examination,supervision, inspection, testing, che
24、cking and accepting, and performancechecking of the project design, the quality of the project, the equipmentand materials and the imported technology.After approval by both parties, the establishment, remuneration andthe expenses of the staff of the preparation and construction office shallbe cover
25、ed in the project budget.After having completed the project and finished the turning overprocedures, the preparation and construction office shall be dissolvedupon the approval of the board of directors.Article 35 Labor ManagementLabor contract covering the recruitment, employment, dismissal andresi
26、gnation, wages, labor insurance, welfare, rewards, penalties and othermatters concerning the staff and workers of the joint venture companyshall be drawn up between the joint venture company and the trade union ofthe joint venture company as a whole, or the individual employees in thejoint venture c
27、ompany as a whole or individual employees in accordancewith the Regulations of the Peoples Republic of China on Labor Managementin Joint Ventures Using Chinese and Foreign Investment and itslmplementing Rules.The labor contracts shall, after being signed, be filed with the locallabor management depa
28、rtment.The appointment of high-ranking administrative personnel recommendedby both parties, their salaries, social insurance, welfare and thestandard of travelling expenses etc. shall be decided by the meeting ofthe board of directors.Chapter 14 Taxes, Finance and AuditThe joint venture company shal
29、l pay taxes in accordance with theprovisions of Chinese laws and other relative regulations.Staff members and workers of the joint venture company shall payindividual income tax according to the Individual Income Tax Law of thePeoplefs Republic of China.Allocations for reserve funds, expansion funds
30、 of the joint venturecompany and welfare funds and bonuses for staff and workers shall be setaside in accordance with the provisions of the Joint Venture Law. Theannual proportion of allocations shall be decided by the board ofdirectors according to the business situation of the joint venturecompany
31、.The fiscal year of the joint venture company shall be from January Ito December 31. All vouchers, receipts, statistic statements and reportsshall be written in Chinese.(Note: A foreign language can be used concurrently with mutualconsent).Financial checking and examination of the joint venture comp
32、any shallbe conducted by an auditor registered in China and reports shall besubmitted to the board of directors and the general manager.In case Party B considers it necessary to employ a foreign auditorregistered in another country to undertake annual financial checking andexamination, Party A shall
33、 give its consent. All the expenses thereofshall be borne by Party B.In the first three months of each fiscal year, the manager shall prepare the previous years balance sheet, profit and loss statement andproposal regarding the disposal of profits, and submit them to the boardof directors for examin
34、ation and approval.Chapter 15 Duration of the Joint VentureArticle 48The duration of the joint venture company is years. Theestablishment date ofthe joint venture company shall be the date on whichthe business license of the joint venture company is issued.An application for the extension of the dur
35、ation, proposed by oneparty and unanimously approved by the board of directors, shall besubmitted to the Ministry of Foreign Trade and Economic Cooperation (orthe examination and approval authority entrusted by it) six months priorto the expiry date of the joint venture.Chapter 16 The Disposal of As
36、sets after the Expiration of the DurationArticle 49Upon the expiration of the duration, or termination before the date ofexpiration of the joint venture, liquidation shall be carried outaccording to the relevant laws. The liquidated assets shall be distributedin accordance with the proportion of inv
37、estment contributed by Party A andParty B.Chapter 17 InsuranceArticle 50Insurance policies of the joint venture company on various kinds ofrisks shall be underwritten with the Peoples Republic of China. Types,value and duration of insurance shall be decided by the board of directorsin accordance wit
38、h the provisions of the Peoples Insurance Company ofChina.Chapter 18 The Amendment, Alteration and Termination of the Con- tractThe amendment of the contract or other appendices shall come intoforce only after a written agreement has been signed by Party A and PartyB and approved by the original exa
39、mination and approval authority.In case of inability to fulfil the contract or to continue operationdue to heavy losses in successive years as a result of force majeure, theduration of the joint venture and the contract shall be terminated beforethe time of expiration after being unanimously agreed
40、upon by the board ofdirectors and approved by the original examination and approval authority.Should the joint venture company be unable to continue its operationor achieve its business purpose due to the fact that one of thecontracting parties fails to fulfil the obligations prescribed by thecontra
41、ct and articles of association, or seriously violates the provisionsof the contract and articles of association, that party shall be deemed tohave unilaterally terminated the contract. The other party shall have theright to terminate the contract in accordance with the provisions of thecontract afte
42、r approval by the original examination and approvalauthority, and to claim damages. In case Party A and Party B of the jointventure company agree to continue the operation, the party who fails tofulfil its obligations shall be liable for the economic losses causedthereby to the joint venture company
43、.Chapter 19 Liability for Breach of Contractshould either Party A or Party B fail to pay on schedule thecontributions in accordance with the provisions defined in Chapter 5 ofthis contract, the party in breach shall pay to the other party %of the contribution starting from the first month after exce
44、eding the timelimit. Should the party in breach fail to pay after 3 months,%of the contribution shall be paid to the other party, who shall have theright to terminate the contract and to claim damages from the party inbreach in accordance with the provisions of Article 53 of the contract.Should all
45、or part of the contract and its appendices be unable to befulfilled owing to the fault of one party, the party in breach shall bearthe liability therefor. Should it be the fault of both parties, they shallbear their respective liabilities according to the actual situation.In order to guarantee the p
46、erformance of the contract and itsappendices, both Party A and Party B shall provide each other with bankguarantees for performance of the contract.Article 54 Force MajeureShould either of the parties to the contract be prevented fromexecuting the contract by force majeure, such as earthquake, typho
47、on,flood, fire, war or other unforeseen events, and their occurrence andconsequences are unpreventable and unavoidable, the prevented party shallnotify the other party by telegram without any delay, and within 15 daysthereafter provide detailed information of the events and a valid documentfor evide
48、nce issued by the relevant public notary organization explainingthe reason of its inability to execute or delay the execution of all orpart of the contract. Both parties shall, through consultations, decidewhether to terminate the contract or to exempt part of the obligations forimplementation of th
49、e contract or whether to delay the execution of thecontract according to the effects of the events on the performance of thecontract.Article 55 Applicable LawArticle 58The formation, validity, interpretation, execution and settlement ofdisputes in respect of, this contract shall be governed by the relevantlaws of the Peoples Republic of China.Chapter 22 Settleme