THE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Chapter 1 General Provisions
In accordance with the Law of the Peoples Republic of China on Joint Ventures Using Chinese and Foreign Investment (the ""Joint Venture Law"") and other relevant Chinese laws and regulations, __________Company and___________ Company, in accordance with the principle of equality and mutual 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 Venture
Article 1
Parties to this contract are as 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 referred to as Party B), registered with __________. Its legal address at ___________.
Legal representative: Name:
Position:
Nationality:
(Note: In case there are more than two investors, they will be called Party C,D...in proper order).
Chapter 3 Establishment of the Joint Venture Company
Article 2
In accordance with the Joint Venture Law and other relevant Chinese laws and regulations, both parties of the joint venture agree to set up_____________joint venture limited liability company ( hereinafter referred to as the joint venture company).
Article 3
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.
Article 4
All activities of the joint venture company shall be governed by the laws, decrees and pertinent rules and regulations of the Peoples Republic of China.
Article 5
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 losses 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 Business
Article 6
The goals of the parties to the joint venture are to enhance economic co-operation technical exchanges, to 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. (Note: This article shall be written according to the specific situations in the contract).
Article 7
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 the contract according to the specific conditions).
Article 8
The production scale of the joint venture company is as follows:
1. The production capacity after the joint venture is put into operation is __________.
2. The production scale may be increased up to ____________ with the development of the production and operation. The product varieties may be developed into ___________.
(Note: It shall be written according to the specific situation).
Chapter 5 Total Amount of Investment and the Registered Capital
Article 9
The total amount of investment of the joint venture company is RMB___________ (or a foreign currency agreed upon by both parties).
Article 10
Investment contributed by the parties is Renminbi __________, which will be the registered capital of the joint venture company.
Of which: Party A shall pay ____________ Yuan, accounting for__________%; Party B shall pay ___________Yuan, accounting for__________%.
Article 11
Both Party A and Party B will contribute the following as their investment:
Party A: cash __________Yuan
machines and equipment __________Yuan
premises __________Yuan
the right to the use of the site __________Yuan
industrial property __________Yuan
others __________ Yuan, __________ Yuan in all.
Party B: cash __________Yuan
machines and equipment __________Yuan
industrial property __________Yuan
others __________Yuan, __________Yuan in all.
(Note: When contributing capital goods or industrial property as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract).
Article 12
The registered capital of the joint venture company shall be paid in___________ installments by Party A and Party B according to their respective proportion of their investment.
Each installment shall be as follows:
(Note: it shall be written according to the concrete conditions).
Article 13
In case any party to the joint venture intends to assign all or part of his investment subscribed to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority 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 Venture
Article 14
Party A and Party B shall be respectively responsible for the following matters:
Responsibilities of Party A:
Handling of applications for approval, registration, business license and other matters concerning the establishment of the joint venture company from relevant departments in charge of China;
Processing the application for the right to the use 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 import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory;
Assisting the joint venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation 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 personnel 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 accordance 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 China, etc.;
Providing necessary technical personnel for installing, 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 responsible 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 joint venture company.
(note: It shall be written according to the spe