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1、中外合资经营合同（中英文）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F：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0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
2、 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。第六十条本合同于 年 月 日由双方指定的授权代表在中国签署。中国一公司代表国公司代表THE CONTRACT FOR SINO-FOREIGN EQUITY
3、JOINT VENTUREChapter 1 General ProvisionsIn accordance with the Law of the People s Republic of China on Joint Ventures Using Chinese and Foreign Investment (the Joint Venture Law) and other relevant Chinese laws and regulations,Company andCompany, in accordance withthe principle of equality and mut
4、ual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in of the Peoples Republic of China.Chapter 2 Parties of the Joint VentureArticle 1Parties to this contract are as follows: Company ( hereinafter referred to as Party A), registered with in C
5、hina, and its legal address is at(street) (district) (city) China.Legal representative: Name:Position:Nationali ty:Company (hereinafter referred to as Party B), registered with.Its legal address at .Legal representative: Name:Position:Nationality:(Note: Tn case there are more than two investors, the
6、y will be cal led Party C, D in proper order).Chapter 3 Establishment of the Joint Venture CompanyIn accordance with the Joint Venture Law and other relevant Chinese laws and regulations, both parties of the joint venture agree to set up jointventure limited liability company ( hereinafter referred
7、to as the joint venture company).The name of the joint venture company is Limited Liability Company.The name in foreign language is .The legal address of the joint venture company is at street _(city) province.All activities of the joint venture company shall be governed by the laws, decrees and per
8、tinent rules and regulations of the Peop1e s Repub 1ic of China.The Organization form of the joint venture company is a limited liability company. Each party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The profits, risks and l
9、osses of the joint venture company shall be shared by the parties in proportion to their contributions to the registered capital.Chapter 4 The Purpose, Scope and Scale of Production and BusinessThe goals of the parties to the joint venture are to enhance economic co-operation technical exchanges, to
10、 improve the product quality, develop new products, and gain a competitive position in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each investor.
11、 (Note: This article shall be written according to the specific situations in the contract).The productive and business scope of the joint venture company is to produce products; provide maintenance service after the sale of the products; study and develop new products.(Note: It shall be written in
12、the contract according to the specific conditions). Article 8The production scale of the joint venture company is as fol lows:1. The production capacity after the joint venture is put into operation is2. The production scale may be increased up towith the developmentof the production and operation.
13、The product varieties may be developed into(Note: It shall be written according to the specific situeition).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 upon by both parties).
14、Article 10Investment contributed by the parties is Renminbi , which wi11 be the registered capital of the joint venture company. Of which: Party A shall payYuan, accounting for%; Party B shall payYuan,accounting for %.Article 11Both Party A and Party B will contribute the following as their investme
15、nt: Party A: cash Yuan machines and equipment Yuan premisesYuan the right to the use of the site Yuan industrial propertyYuan others Yuan, Yuan in all.Party B: cash Yuan machines and equipment Yuan industrialpropertyYuan others Yuan,Yuan in all.(Note: When contributing capital goods or industrial pr
16、operty as investment, PartyA and Party B shall conclude a separate contract to be a part of this main contract). Article 12The registered capital of the joint venture company shal1 be paid in installments by Party A and Party B according to their respective proportion of their investment. Each insta
17、llment shall be as follows:(Note: it shall be written according to the concrete conditions). Article 13In case any party to the joint venture intends to assign al 1 or part of his investment subscribed to a third party, consent shal1 be obtained from the other party to the joint venture, and approva
18、l from the examination and approval authori ty is required. When one party to the joint venture assigns all or part of his investment, the other party has preemptive right.Chapter 6 Responsibilities of Each Party to the Joint VentureArticle 14Party A and Party B shall be respectively responsible for
19、 the following matters: Responsibilities of Party A: Handling of applications for approval, registration, business 1 icense and other matters concerning the establ ishment of the joint venture company from relevant departments in charge of China; Processing the applicat ion for the right to the use
20、of a site to the authority in charge of the land; Organizing the design and construction of the premises and other engineering facilities of the joint venture company; Providing cash, machinery and equipment and premises in accordance with the provisions of Article 11; Assisting Party B to process i
21、mport customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese terri tory; Assisting the joint venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transport
22、ation and communication facilities etc. ; Assisting the joint venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc. ; Assisting the joint venture in recruiting Chinese management personnel, technical personnel, workers and other personn
23、el needed; Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures; Responsible for handling other matters entrusted by the joint venture company.Responsibilities of Party B: Providing cash, machinery and equipment, industrial property in a
24、ccordance with the provisions of Article 11, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port; Handling the matters entrusted by the joint venture company, such as selecting and purchasing machinery and equipment outside Chin
25、a, etc. ; Providing necessary technical personnel for instal1ing, testing and trial production of the equipment as well as the technical personnel for production and inspecting; Training the technical personnel and workers of the joint venture company; In case Party B is the licensor, it shall be re
26、sponsible for the stable production of qualified products of the joint venture company in the light of design capacity within the specified period; Responsible for other matters entrusted by the joi nt venture company.(note: It shall be written according to the specific situation).Chapter 7 Transfer
27、 of TechnologyArticle 15Both Party A and Party B agree that a technology transfer agreement shall be signed between the joint venture company and Party B (or a third party) so as to obtain advanced production technology needed for realizing the production and operation purpose and the production sca
28、le specified in Chapter 4 of the contract, including product design, manufacturing technology, means of test ing, materials prescription, standard of quality and the training of personnel etc.(Note: It shal1 be written in the contract according to the concrete conditions). Article 16Party B offers t
29、he following guarantees on the transfer of technology:(Note: Article applies only when Party B is responsible for transferring technology to the joint venture company).1. Party B guarantees that the overall technology such as the designing, manufacturing technology, technological process, tests and
30、inspection of products (Note: The name of the products shall be written) provided to the joint venture company must be integrated, precise and reliable. It is to meet the requirement of the joint venture s operation purpose, and be able to obtain the standard of production quality and production cap
31、acity specified in the contract;2. Party B guarantees that the technology specified in this contract and the technology transfer agreement shall be fully transferred to the joint venture company, and pledges that the provided technology should be truly advanced among the same type of technology prod
32、uced by Party B, the model, specification and quality of the equipment are excellent and it is to meet the requirement of technological operation and practical usage;3. Party B shal 1 work out a detai led 1 ist of the provided technology and technological service at various stages as specified in th
33、e technology transfer agreement to be an appendix to the contract, and guarantee its performance;4. The drawings, technological conditions and other detailed information are part of the transferred technology and shall be provided on time;5. During the term of the technology transfer agreement, Part
34、y B shall provide the joint venture company with any improvements in the technology and the improved information and technological materials in time, and shal I not charge separate fees;6. Party B shall guarantee that the technical personnel and the workers in the joint venture company can master al
35、l the technology transferred within the period specified in the technology transfer agreement.In case Party B fails to provide equipment and technology in accordance with the provisions of this contract and the technology transfer agreement or in case any deceiving or concealing actions are found, P
36、arty B shal1 be responsible for compensating the direct losses to the joint venture company.The technology transfer fee shall be paid in royalties. The royalty rate shall be % of the net sales value of the products. The term for royalty paymentis the same as the term for the technology transfer agre
37、ement specified in Article 19 of this contract.The term for the technology transfer agreement signed by the joint venture company and Party B is years. After the expiration of the technology transfer agreement, the joint venture company shall have the right to use, research and develop the imported
38、technology continuously.(Note: The term for a technology transfer agreement is generally no longer than 10 years, and it shall be approved by the Ministry of Foreign Trade and Economic Cooperation or other examination and approval authorities entrusted by the Ministry of Foreign Trade and Economic C
39、ooperation).Article 8 Selling of ProductsThe products of joint venture company will be sold both on the Chinese and the overseas market, the export portion accounts for%, % for thedomestic market.(Note: An annual percentage and amount for outside and domestic selling will be written out according to
40、 practical situations, in normal conditions, the amount for export shal 1 at least meet the needs of foreign exchange expenses of the joint venture company).Products may be sold on overseas markets through the following channels: The joint venture company may directly sell its products on the intern
41、ational market, accounting for%. The joint venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for%, The joint venture company may entrust Party B to sell its products, accounting for %. Artic
42、le 22The joint venture s products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive sales, or maybe sold by the joint venture company directly.In order to provide maintenance service to the products sold both in China or abroad, th
43、e joint venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department. Article 24The trade mark of the joint venture s products is .Article 23 The Board of DirectorsThe date of registration of the joint venture co
44、mpany shal1 be the date of the establishment of the board of directors of the joint venture company.The board of directors is composed ofdirectors, of whichshallbe appointed by Party A, by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of
45、 office for the directors, chairman and vice-chairman is four years, their term of office may be renewed if continuously appointed by the relevant party.The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues (Note: The main contents shall
46、 be listed in the light of Article 36 of the Implementing Regulations for the Joint Venture Law) concerning the joint venture company. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required.(No
47、te: It shall be explicitly set out in the contract).The chairman of the board is the legal representative of the joint venture company.Should the chairman be unable to exercise his responsibi1ities for any reason, he shall authorize the vice- chairman or any other directors to represent the joint ve
48、nture company temporarily.The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Mi
49、nutes of the meetings shall be placed on file.Chapter 10 Business Management OfficeThe joint venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party , deputy general managers, by Party ; by Party . The genera