成立合资公司合同英文范本

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中外合资经营公司合同 (中英文对照)

中外合资经营公司合同CONTRACT OF CHINESEFOREIGN EQUITY JOINT VENTURES1.1.1所依据的法规条文Applied Lawsand Regulations1. 依照《中外合资经营企业法》批准在中国境内设立的中外合资经营企业（以下简称合营企业）是中国的法人，受中国法律的管辖和保护。

1. Chinese-foreign equity joint ventures (hereinafter referred toas joint ventures) establishedwithin Chinese territory upon the approval in accordance with theLaw on Chinese-Foreign Equity Joint Ventures are Chinese legal persons, who shall be governed and protected by Chinese law.2. 在中国境内设立的合营企业，应当能够促进中国经济的发展和科学技术水平的提高，有利于社会主义现代化建设。

国家鼓励、允许、限制、或者禁止设立合营企业的行业，按照国家指导外商投资方向的规定及外商投资产业指导目录执行。

2. Joint ventures establishedwithin Chinese territory shall be able to promote the development of the economy and the enhancement of the science and technology of China and facilitate China’ssocialist modernization.Industries in which theestablishment of joint ventures is encouraged, permitted, restrictedor prohibited by the State shall be determined in accordance with provisions of the State in the Regulations on ForeignInvestment Guidelines and the Guideline Catalogue of Foreign Investment Industries.3. 在中国境内设立合营企业，必须经中华人民共和国对外贸易经济合作部（以下简称对外贸易合作部）审查批准。

中外合资经营合同格式(中英)5篇

中外合资经营合同格式(中英)5篇篇1中外合资经营合同格式(中英)合资经营合同合资经营合同范本本合资经营合同（以下简称“本合同”）由以下各方自愿签订：甲方：（中方合资方名称）地址：法定代表人：电话：传真：乙方：（外方合资方名称）地址：法定代表人：电话：传真：丙方：（合资企业名称）地址：法定代表人：电话：传真：为了规范双方合资经营的行为，保证各方合法权益，现甲、乙双方就合资公司设立、运营等事宜达成如下协议：第一条合资目的甲、乙双方为了共同开发市场，分享商业机会，提高经济效益，经友好协商一致，决定以【（填写公司名称）】为合资企业的名称，进行经营活动。

第二条经营范围合资企业的经营范围包括但不限于：1.（具体经营内容）2.（具体经营内容）3.（具体经营内容）......经营范围扩大或变更，应遵守相关法律法规的规定，并经甲、乙双方协商一致，并报相关部门备案。

第三条注册资本及股权比例1. 合资企业的注册资本为人民币【（填写具体数字）】万元，甲、乙双方分别出资【（填写具体数字）】万元。

2. 甲、乙双方的股权比例为【（填写具体数字）】∶【（填写具体数字）】。

3. 甲、乙双方应按照其出资比例享有合资企业的相应权益。

第四条经营管理机构1. 合资企业设董事会，董事会由甲、乙双方各自提名【（填写具体数字）】名成员组成，分别由甲、乙双方指派董事长。

2. 合资企业设总经理，由董事会聘任，董事长必须为总经理提名人。

3. 董事长和总经理分别负责合资企业的董事会和日常经营管理及决策。

第五条管理费用及利润分配1. 甲、乙双方应按照其出资比例分担合资企业的管理费用。

2. 合资企业经营盈利后，甲、乙双方按照其出资比例分享利润。

3. 合资企业亏损时，甲、乙双方应按照其出资比例分担亏损。

第六条合资企业财务管理1. 合资企业应建立健全的财务管理制度，负责人员应根据有关法律法规的规定进行财务管理。

2. 合资企业应每年定期开展审计年度报告，报相关部门备案。

有关中外合资经营合同格式附英文版7篇

有关中外合资经营合同格式附英文版7篇篇1本合同由以下双方签订：_____________(以下简称甲方) 和_____________(以下简称乙方)。

双方根据平等互利的原则，通过友好协商，就共同投资设立一家合资企业达成如下协议：一、合同双方二、合资企业名称及性质三、投资总额与注册资本四、出资方式及期限一、Terms and Conditions of Contract for Sino-Foreign Joint Venture (with English version attached)This contract is made by and between _________ (hereinafter referred to as Party A) and _________ (hereinafter referred to asParty B). On the principles of equality and mutual benefit through friendly consultations, both parties agree to jointly invest in the establishment of a joint venture company as follows:I. Parties to the ContractII. Name and Nature of the Joint Venture CompanyIII. Total Investment and Registered CapitalIV. Investment Methods and Time Limit篇2本合同由以下双方签订：甲方：【公司名称】（以下简称甲方）地址：【公司地址】法定代表人：【甲方法人姓名】国籍：【甲方法国籍】联系方式：【甲方联系方式】电子邮箱：【甲方邮箱地址】乙方：【公司名称】（以下简称乙方）地址：【公司地址】法定代表人：【乙方法人姓名】国籍：【乙方法国籍】联系方式：【乙方联系方式】电子邮箱：【乙方邮箱地址】鉴于甲乙双方共同决定设立一家中外合资经营的公司，在平等互利的基础上，经过友好协商，达成如下协议：一、合资公司的基本信息公司名称：【合资公司名称】公司地址：【合资公司地址】注册资本：【注册资本金额】经营范围：【公司经营范围】等事项达成了一致意见。

有关中外合资经营合同格式附英文版3篇

有关中外合资经营合同格式附英文版3篇篇1Joint venture refers to a business arrangement in which two or more parties agree to put their resources together to start a new enterprise. In the case of a joint venture between Chinese and foreign entities, a joint venture agreement must be established to outline the terms and conditions of the partnership.A typical joint venture agreement includes various provisions, such as the purpose of the joint venture, the contributions of each party, the management structure, profit distribution, dispute resolution mechanisms, and the duration of the joint venture. It is important for both parties to carefully negotiate and draft the joint venture agreement to ensure that their interests are protected and that the partnership operates smoothly.Below is a sample template of a joint venture agreement between a Chinese company (Party A) and a foreign company (Party B), with both English and Chinese versions provided for reference:Joint Venture AgreementThis Joint Venture Agreement (the "Agreement") is entered into on [date] by and between:Party A: [Chinese company name and address]Party B: [Foreign company name and address]1. PurposeThe Parties agree to establish a joint venture for the purpose of [describe the business activities of the joint venture].2. ContributionsParty A shall contribute [specify the assets, resources, and funds] to the joint venture, while Party B shall contribute [specify the assets, resources, and funds] to the joint venture.3. ManagementThe joint venture shall be managed by a Board of Directors consisting of [number] directors, with Party A appointing [number] directors and Party B appointing [number] directors. Any decisions of the Board of Directors shall require [percentage] approval.4. Profit DistributionProfits of the joint venture shall be distributed in proportion to each party's contribution to the joint venture.5. Dispute ResolutionAny disputes arising from this Agreement shall be resolved through [arbitration/litigation], in accordance with the laws of [jurisdiction].6. DurationThis Agreement shall commence on [date] and shall continue for a period of [number] years, unless terminated earlier by mutual agreement of the Parties.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.[Signature of Party A][Signature of Party B][Signature of Witness]篇2Joint Venture ContractThis Joint Venture Contract is entered into on this [date] day of [month], [year], by and between [Company A], a corporationorganized and existing under the laws of [country], with its principal place of business located at [address] (hereinafter referred to as "Company A"), and [Company B], a corporation organized and existing under the laws of [country], with its principal place of business located at [address] (hereinafter referred to as "Company B").WHEREAS, Company A and Company B desire to enter into a joint venture for the purpose of [describe the purpose of the joint venture];NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:1. Formation of Joint VentureThe parties hereby agree to form a joint venture (hereinafter referred to as the "Joint Venture") to engage in the business of [describe the business activities of the Joint Venture].2. Ownership InterestCompany A and Company B shall each own [percentage] of the Joint Venture and shall share profits and losses equally.3. Management of Joint VentureThe management of the Joint Venture shall be conducted by a Board of Directors comprised of [number] directors, with each party appointing [number] directors. The Board of Directors shall have the power to make decisions regarding the operation and management of the Joint Venture.4. Capital ContributionsCompany A shall contribute [amount] and Company B shall contribute [amount] to the capital of the Joint Venture. The parties agree to provide such additional capital as may be necessary for the operation of the Joint Venture.5. Term of Joint VentureThe term of the Joint Venture shall be [number] years, unless terminated earlier in accordance with the provisions of this Contract.6. Distribution of ProfitsProfits of the Joint Venture shall be distributed to Company A and Company B in proportion to their ownership interests.7. Termination of Joint VentureThe Joint Venture may be terminated upon the agreement of both parties or upon the occurrence of any of the followingevents: [list events that can lead to the termination of the Joint Venture].IN WITNESS WHEREOF, the parties hereto have executed this Joint Venture Contract as of the date first above written.[Company A]By: _____________________________Name: ___________________________Title: ____________________________[Company B]By: _____________________________Name: ___________________________Title: ____________________________This Joint Venture Contract is hereby approved and accepted as of the date first above written.*This is a sample Joint Venture Contract and should be reviewed and modified to suit the specific needs of the parties involved.篇3Chinese-foreign Joint Venture ContractThis Contract is entered into on [Date], by and between [Foreign Company] ("Foreign Party"), a company organized and existing under the laws of [Country], and [Chinese Company] ("Chinese Party"), a company organized and existing under the laws of the People's Republic of China.WHEREAS, the Foreign Party and Chinese Party wish to establish a joint venture (the "Joint Venture") for the purpose of engaging in the business of [Describe Nature of Business];NOW, THEREFORE, the parties hereto agree as follows:1. Establishment of the Joint Venture:a. The Foreign Party and Chinese Party hereby agree to establish a joint venture company in accordance with the laws of the People's Republic of China.b. The Joint Venture shall be known as [Joint Venture Company Name] and shall have its registered address at [Address].c. The Joint Venture shall have a total registered capital of [Amount] with the Foreign Party contributing [Amount] and the Chinese Party contributing [Amount].2. Management of the Joint Venture:a. The Board of Directors of the Joint Venture shall consist of [Number] directors, with [Number] appointed by the Foreign Party and [Number] appointed by the Chinese Party.b. The Chairman of the Board shall be appointed by the Foreign Party and the General Manager shall be appointed by the Chinese Party.3. Operation of the Joint Venture:a. The Joint Venture shall engage in the business of [Describe Nature of Business] in accordance with the laws of the People's Republic of China.b. The Foreign Party and Chinese Party shall each bear their respective responsibilities and liabilities in the operation of the Joint Venture.4. Financial Matters:a. The profits and losses of the Joint Venture shall be distributed between the Foreign Party and Chinese Party in proportion to their respective contributions to the registered capital.b. The financial statements of the Joint Venture shall be audited annually by a qualified accounting firm.5. Term and Termination:a. The term of this Contract shall be [Number] years, commencing on the date of registration of the Joint Venture.b. Either party may terminate this Contract upon [Number] days' written notice to the other party.IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.Foreign Party: [Signature][Name][Title]Chinese Party: [Signature][Name][Title]【中外合资经营合同格式（英文版）】本合同由[日期]签订，双方为[外国公司]（"外国方"），是根据[国家]法律组织并存在的公司，和[中国公司]（"中国方"）是根据中华人民共和国法律组织和存在的公司。

中外合资经营公司合同 (中英文对照)【范本模板】

中外合资经营公司合同CONTRACT OF CHINESE FOREIGN EQUITY JOINT VENTURES1.1.1所依据的法规条文Applied Laws and Regulations1. 依照《中外合资经营企业法》批准在中国境内设立的中外合资经营企业（以下简称合营企业)是中国的法人，受中国法律的管辖和保护。

1。

Chinese—foreign equity joint ventures (hereinafter referred to as joint ventures）established within Chinese territory upon the approval in accordance with the Law on Chinese—Foreign Equity Joint Ventures are Chinese legal persons，who shall be governed and protected by Chinese law。

2. 在中国境内设立的合营企业，应当能够促进中国经济的发展和科学技术水平的提高，有利于社会主义现代化建设。

国家鼓励、允许、限制、或者禁止设立合营企业的行业，按照国家指导外商投资方向的规定及外商投资产业指导目录执行。

2. Joint ventures established within Chinese territory shall be able to promote the development of the economy and the enhancement of the science and technology of China and facilitate China’s socialist modernization.Industries in which the establishment of joint ventures is encouraged, permitted，restricted or prohibited by the State shall be determined in accordance with provisions of the State in the Regulations on Foreign Investment Guidelines and the Guideline Catalogue of Foreign Investment Industries。

中外合资经营合同格式(中英)4篇

中外合资经营合同格式(中英)4篇篇1中外合资经营合同格式(中英)Contract for Sino-Foreign Equity Joint Venture中外合资经营合同Party A: XX 公司Party B: 外方公司名称Party A and Party B hereby agree to establish a Sino-Foreign Equity Joint Venture (EJV) in accordance with the Company Law of the People's Republic of China, the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures, relevant laws and regulations and the following terms and conditions:Party A 和Party B 按照中华人民共和国《公司法》、《中华人民共和国中外合资经营企业法》及有关法规和以下条款的规定，就建立中外合资经营企业达成协议。

1. Name of the Joint Venture 合资企业名称The name of the Joint Venture shall be [中方公司名称– Party A名称– Foreign Company名称Joint Venture] (hereinafter referred to as "the Joint Venture").合资企业的名称为【中方公司名称– Party A名称– Foreign Company名称Joint Venture】（以下简称“该合资企业”）。

2. Registered Address and Term of Operation 注册地址和营业期限The registered address of the Joint Venture shall be at [address]. The term of operation shall be [number] years, commencing from the date of issuance of the Business License.合资企业的注册地址为【地址】。

中外合资经营公司合同 (中英文对照)

中外合资经营公司合同CONTRACT OF CHINESE FOREIGN EQUITY JOINT VENTURES1.1.1所依据的法规条文Applied Laws and Regulations1. 依照《中外合资经营企业法》批准在中国境内设立的中外合资经营企业（以下简称合营企业）是中国的法人，受中国法律的管辖和保护。

1. Chinese-foreign equity joint ventures (hereinafter referred to as joint ventures) established within Chinese territory upon the approval in accordance with the Law on Chinese-Foreign Equity Joint Ventures are Chinese legal persons, who shall be governed and protected by Chinese law.2. 在中国境内设立的合营企业，应当能够促进中国经济的发展和科学技术水平的提高，有利于社会主义现代化建设。

国家鼓励、允许、限制、或者禁止设立合营企业的行业，按照国家指导外商投资方向的规定及外商投资产业指导目录执行。

2. Joint ventures established within Chinese territory shall be able to promote the development of the economy and the enhancement of the science and technology of China and facilitate China’s socialist modernization.Industries in which the establishment of joint ventures is encouraged, permitted, restricted or prohibited by the State shall be determined in accordance with provisions of the State in the Regulations on Foreign Investment Guidelines and the Guideline Catalogue of Foreign Investment Industries.3. 在中国境内设立合营企业，必须经中华人民共和国对外贸易经济合作部（以下简称对外贸易合作部）审查批准。

中外合资经营企业合同英文版

中外合资经营企业合同英文版Joint ventures between Chinese and foreign companies have become increasingly common in recent decades as China has opened up its economy to greater international investment and cooperation. These partnerships offer numerous benefits to both the Chinese and foreign entities involved, allowing them to leverage each other's strengths, share risks and resources, and expand their reach into new markets. However, drafting an effective and comprehensive joint venture contract is critical to the success of such arrangements.The joint venture contract serves as the legal foundation upon which the partnership is built, outlining the rights, responsibilities, and obligations of each party. It is essential that this document is carefully crafted to anticipate and address potential issues that may arise during the course of the venture. Key considerations in the joint venture contract include the purpose and scope of the partnership, the ownership structure and management responsibilities, the financial arrangements and profit-sharing mechanisms, the duration and termination conditions of the agreement, and the dispute resolution procedures.Defining the Purpose and ScopeThe joint venture contract should begin by clearly articulating the purpose and scope of the partnership. This includes specifying the business activities that will be undertaken, the target markets and customers, and the products or services that will be offered. It is important to ensure that the objectives of the joint venture are aligned with the strategic goals and core competencies of both the Chinese and foreign partners. Any limitations or restrictions on the activities of the joint venture should also be explicitly stated.Ownership Structure and ManagementThe ownership structure of the joint venture is a critical component of the contract, determining the degree of control and influence that each party will have. This may involve an equal 50-50 split, or a majority-minority arrangement where one partner holds a larger equity stake. The contract should detail the capital contributions of each party, as well as the process for making future capital injections or adjustments to the ownership percentages.The management structure of the joint venture is closely tied to the ownership model. The contract should outline the composition of the board of directors, the decision-making authority of the board, and the process for appointing and removing directors. It should also specify the roles and responsibilities of any executive managementpositions, such as the general manager, finance director, or operations manager. Provisions for deadlock resolution in the event of disagreements between the partners should also be included.Financial Arrangements and Profit-SharingThe joint venture contract must carefully delineate the financial arrangements between the Chinese and foreign partners. This includes detailing the initial capital investment, the procedures for funding ongoing operations and expansion, and the mechanisms for distributing profits. The contract should specify the accounting standards and reporting requirements that will be followed, as well as the rights of each party to access financial information and conduct audits.The profit-sharing model is a critical component of the financial provisions. This may involve a simple split of net profits based on the equity ownership percentages, or a more complex formula that takes into account factors such as capital contributions, technology transfers, or management expertise. The contract should also address the handling of losses, including the responsibilities of each party to cover deficits and the conditions under which the venture may be terminated due to financial underperformance.Duration and TerminationThe joint venture contract should specify the intended duration ofthe partnership, whether it is a fixed term or an open-ended arrangement. It should also outline the conditions under which the joint venture may be terminated, such as the expiration of the agreed term, a material breach of the contract by one party, or the inability of the partners to resolve a deadlock. The contract should detail the procedures for winding up the joint venture, including the distribution of assets, the settlement of liabilities, and the protection of intellectual property and confidential information.Dispute ResolutionGiven the inherent complexities and potential for conflicts in a joint venture, the contract must include robust provisions for dispute resolution. This may involve a tiered approach, starting with direct negotiation between the partners, progressing to mediation by a third-party neutral, and ultimately culminating in binding arbitration or litigation. The contract should specify the applicable laws and jurisdictions that will govern the dispute resolution process, as well as any requirements for the parties to attempt to resolve disputes in good faith before pursuing formal legal action.ConclusionDrafting a comprehensive and well-structured joint venture contract is essential to the success of partnerships between Chinese and foreign companies. By carefully addressing key issues such as the purpose and scope of the venture, the ownership and managementstructure, the financial arrangements, the duration and termination conditions, and the dispute resolution procedures, the contract can help to mitigate risks, align the interests of the partners, and establish a strong foundation for a mutually beneficial collaboration. As China continues to open its doors to international investment, the importance of these joint venture contracts will only continue to grow.。

纯英文版中外名企合作成立合资项目公司协议书-经典示范版

（纯英文版）中外名企合作成立合资项目公司协议书Chinese-Foreign Cooperative Joint VenturesChapter 1General ProvisionsIn accordance with the Law of the People's Republic of China on Chinese- Foreign Cooperative Joint Ventures and other relevant Chinese laws and regulations, XXX__Company and __XXX__Company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly set up a Cooperative venture in __XXX__ the People's Republic of China.Chapter 2Parties of the Cooperative VentureArticle 1Parties to this contract are as follows:Party A :XXXX Company (hereinafter referred to as Party A), registered with __XXX __in China, and its legal address is at XXX __(street)__ XXX(district)__XXX ___(city)___ XXX ___China.Legal representative: XXX Name: XXXPosition: XXX Nationality: XXXPartyB:YYYY ________________ Company (hereinafter referred to as Party B), registeredwith__ XXX __. Its legal address at XXX.Legal representative: YYYY Name: YYYYPosition: YYYY Nationality: YYYY(Note: In case there are more than two investors, they will be calledParty C, D... in proper order).Chapter 3 Establishment of the Cooperative Venture CompanyArticle 2In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up __ZZZ Cooperative venture limited liability company(hereinafter referred to as the Cooperative venture company).Article 3The name of the Cooperative venture company is ZZZ __ Limited Liability Company. The name in foreign language is _HHH_. The legal address of the joint venture company is at __SSS__street__SSS__(city)__SSS province.Article 4All activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People's Republic of China.Article 5The organization form of the Cooperative venture company is a limited liability company. The profits, risks and losses of the Cooperative venture company shall be shared by the parties according to the relevant provisions thereafter.Chapter 4 The Purpose, Scope and Scale of Production and Business Article 6 The goals of the parties to the Cooperative venture are to enhance economic cooperation technical exchanges, to improvethe 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 Cooperator. (Note: This article shall be written according to the specific situations in the contract).Article 7The productive and business scope of the Cooperative venture company is to produce __MMM__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 8The production scale of the Cooperative venture company is as follows:1.The production capacity after the Cooperative venture is put into operation is _NNN_.2.The production scale may be increased up to_ _NNN__ with the development of the production and operation. The product varieties maybe developed into _NNN.(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 Cooperative venture company is RMB XXX(or a foreign currency agreed upon by both parties).Article 10The registered capital of the joint venture company is RMB __XXX__. (Exclusive of the right to the use of the site or the right to the exploitation of the natural resources and premises contributed by Party A.)Article 11Party A and Party B will contribute the following to the cooperative venture:Party A: premises__XXX__m2 ;the right to the use of the site__XXX__m2Party B: cash _____________ X XX Yuan; machines and equipment XXX Yuan;industrialproperty __XXX ____________ Yuan ;others __XXX ________________ Yuan, __XXX ____________ Yuan in all. (Note: When contributing industrial property as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract).Article 12The right to the use of site contributed by Party A shall be for the use of the cooperative venture company within __ XXX __days after the approval of the contract.The cash contributed by Party B shall be paid in__ XXX __ installment.Each installment shall be as follows: (Note: it shall be written according to the concrete conditions).Article 13The machines and equipment contributed by Party B as investment shall meet the needs of the cooperative venture company, and shall be carried to the Chinese port_ XXX __ days before the completion of the premises construction.Chapter 6 Responsibilities of Each Party to the Joint VentureArticle 14Party 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 cooperative 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 designand construction of the premises and other engineering facilities of the cooperative venture company;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 cooperative venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;Assisting the cooperative venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.;Assisting the cooperative 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 cooperative venture company.Responsibilities of Party B:Providing cash, machinery and equipment, industrial property... in accordance with the provisions of Article 11 and Article 12, 13, 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 cooperative 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 cooperative venture company;In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the cooperative 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 specific situation).Chapter 7Distribution of Profits and Repayment for Party B's Investment Article 15 The cooperative venture company shall distribute its profits in accordance with the following procedure after paying the income tax _XXX_% as allocations for reserve funds,expansion funds,welfare funds and bonuses for staff and workers of the cooperative venture company__XXX__% as repayment for Party B's investment and XXX Years scheduled to pay back all Party B's Investment; __ _XXX% of theleft distributed to Party A and ________________ XXX% to Party B.Chapter 8Selling of ProductsArticle 16The products of cooperative venture company will be sold both on the Chinese and the overseas market, the export portion accounts for __ XXX __%, __ XXX __% for the domestic market. (Note: An annual percentage and amount for outside and domestic selling will be written out according to practical operations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company).Article 17Products may be sold on overseas markets through the following channels: The cooperative venture company may directly sell its products on the international market, accounting for __ XXX __%.The cooperative venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for __ XXX __%.The cooperative venture company may entrust Party B to sell its products, accounting for _ XXX _%.Article 18The cooperative 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 may be sold by the cooperative venture company directly.Article 19In order to provide maintenance service to the products sold both in China or abroad, the cooperative venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department.Chapter 9 The Board of DirectorsArticle 20The date of registration of the cooperative venture company shall be the date of the establishment of the board of directors of the cooperative venture company.Article 21The board of directors is composed of _ XXX _directors, of which _ XXX _shall be appointed by Party A, _ XXX _by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairmans four years, their term of office may be renewed if continuously appointed by the relevant party. Article 22The highest authority of the cooperative venture company shall be its board of directors. It shall decide all major issuesconcerning the cooperative venture company.Unanimous approval shall be required for any decisions concerning major issues. As forother matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract).Article 23The chairman of the board is the legal representative of the cooperative venture company. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice-chairman or any other directors to represent the joint venture company temporarily.Article 24The 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. Minutes of the meetings shall be placed on file.Article 25The meeting shall be valid only when more than two thirds of the total number of directors attend. In case of absence, the director shall entrust another person to attend and vote for him with a trust deed.Chapter 10 Business Management OfficeArticle 26The cooperative 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 __X, X_deputy general managers, _X__by Party __X; X__by Party X . The general manager and deputy general managers whose terms of office is __ XXX years shall be appointed by the board ofdirectors.Article 27The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the cooperative venture company. The deputy general managers shall assist the general manager in his work. Article 28The general manager shall report to the board of directors the operation conditions of the cooperative company everythree months, and make a financial report every six months.Article 29In case of graft or serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time.Chapter 11 Labor ManagementArticle 30Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture company as a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures. The labor contracts shall, after being signed, be filed with the local labor management department.Article 31The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board of directors.Chapter 12 Taxes, Finance and AuditArticle 32The cooperative venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.Article 33Staff members and workers of the cooperative venture company shall pay individual income tax according to the Individual Income Tax Law of the People's Republic of China.Article 34The fiscal year of the joint venture company shall be from January 1 to December 31, All vouchers, receipts, statistic statements and reports shall be written in Chinese. (Note: A foreign language can be used concurrently with mutual consent).Article 35Financial checking and examination of the cooperative venture company shall be conducted by an auditor registered in China and reports shall be submitted to the board of directors and the general manager. In case Party B considers it necessary to employ a foreign auditor registered in another country to undertake annual financial checking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B.Article 36In the first three months of each fiscal year, the manager shall prepare the previous year's balance sheet, profit and loss statement and proposal regarding the disposal of profits, and submit them to the board of directors for examination and approval.Chapter 13 Duration of the Cooperative VentureArticle 37The duration of the cooperative venture company is_XXX_years. The establishment date of the joint venture company shall be the date on which the business license of the cooperative venture company is issued. An application for the extension of the duration, proposed by one party and unanimously approved by the board of directors, shall be submitted to the Ministry of Foreign Trade and Economic Cooperation (or the examination and approval authority entrusted by it) six months prior to the expiry date of the joint venture.Chapter 14The Disposal of Assets after the Expiration of the Duration Article 38Upon the expiration of the duration, the assets shall belong to Party A.Chapter 15InsuranceArticle 39Insurance policies of the joint venture company on various kinds of risks shall be underwritten with the People's R印ublic of China. Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the People's Insurance Company of China.Chapter 16 The Amendment, Alteration and Termination of the Con- tract Article 40 The amendment of the contract or other appendices shall come into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority.Article 41In case of inability to fulfil the contract or to continue operation due to heavy losses in successive years as a result of force majeure, the duration of the cooperative venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority.Chapter 17 Liability for Breach of ContractArticle 42Should the cooperative venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfil the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority, and to claim damages. In case Party A and Party B of the cooperative venture company agree to continue the operation, the party who fails to fulfil its obligations shall be liable for the economic losses caused thereby to the joint venture company.Article 43Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract, the party inbreach shall pay to the other party _ XXX __Yuan, or _ XXX _% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after _ XXX __months, __ XXX __Yuan, o r _ XXX __% of the contribution shall be paid to the other party, who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 42 of the contract.Article 44Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability therefor. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation.Article 45In order to guarantee the performance of the contract and its appendices, both Party A and Party B shall provide each other with bank guarantees for performance of the contract within days after the contract comes into force.Chapter 18 Force MajeureArticle 46Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the obligations for implementation of the contractor whether to delay the execution of the contract according to the effects of the events on the performance of the contract.Chapter 19 Applicable LawArticle 47The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People's R印ublic of China.Chapter 20 Settlement of DisputesArticle 48Any disputes arising from the execution of, or in connection with, the contract shall be settled through friendly consultations between both parties. In case no settlement can be reached through consultations, the disputes shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties. Article 49During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute.Chapter 21 LanguageArticle 50The contract shall be written in Chinese and in.Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.Chapter 22 Effectiveness of the Contract and MiscellaneousArticle 51The appendices drawn up in accordance with the principles of this contract areintegral parts of this contract, including: the project agreement, the technology transfer agreement, the sales agreement etc. Article 52The contract and its appendices shall come into force commencing from the date of approval of the Ministry of Foreign Trade and Economic Cooperation of the People's R 印ublic of China (or its entrusted examination and approval authority). Article 53Should notices in connection with any party's rights and obligations be sent by either Party A or Party B by telegram or telex, etc., the Written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses.Article 54The contract is signed in XXX , China by the authorized representatives of both parties on X, 19 20XX.For Party B (Signature)Guangzhou,Guangdong,China For Party A(Signature)。

中外合资经营企业合同英文版

中外合资经营企业合同英文版**The Importance and Practice of the English Version of the Sino-Foreign Joint Venture Contract**In the globalized business landscape, the Sino-Foreign Joint Venture (SJV) has become a common and effective means for Chinese and foreign companies to collaborate,leveraging each other's strengths and accessing new markets.A fundamental document that governs the operations, rights, and obligations of both parties is the Sino-Foreign Joint Venture Contract. This contract, often required to bedrafted in both Chinese and English, serves as a binding agreement that ensures transparency, clarity, and legal compliance. The English version of this contract is particularly significant, given its international reach and the need for global business partners to understand and agree upon its terms.The importance of the English version of the SJVcontract cannot be overstated. Firstly, it is a requirement for many international business transactions, as itprovides a common language for parties from different cultural and legal backgrounds. Secondly, an accurate andprofessionally drafted English contract ensures that there are no misunderstandings or misinterpretations, which can lead to costly legal disputes. Lastly, an English contract acts as a marketing tool, attracting potential partners who value clarity and professionalism in their business dealings.When drafting the English version of the SJV contract, several key considerations must be made. Firstly, the contract should be tailored to the specific needs and objectives of the joint venture, taking into account the unique characteristics of both Chinese and foreign laws and regulations. Secondly, it should be clear, concise, and easy to understand, avoiding legal jargon and complex terminology. Lastly, the contract should be reviewed and approved by qualified legal professionals to ensure its legality and enforceability.In practice, the English version of the SJV contract plays a crucial role in facilitating successful collaborations between Chinese and foreign companies. It acts as a bridge between different legal systems and cultural backgrounds, enabling parties to negotiate andagree upon terms that are fair and beneficial for all. By investing in professional contract drafting services and ensuring that the contract is accurate, comprehensive, and legally sound, companies can minimize the risk of disputes and maximize the potential of their joint ventures.The enforceability of the English version of the SJV contract is also crucial. In the event of a dispute, having a contract that is legally binding and enforceable in both China and the foreign party's jurisdiction cansignificantly streamline the resolution process. This is especially important in cross-border collaborations, where differences in legal systems and legal cultures can lead to complex and time-consuming legal battles. By ensuring that the contract is properly drafted and complies with all relevant legal requirements, companies can avoid such pitfalls and focus on realizing the full potential of their joint ventures.In conclusion, the English version of the Sino-Foreign Joint Venture Contract is not just a document; it is a key enabler of successful cross-border collaborations. Its importance lies in its ability to bridge cultural and legalgaps, promote transparency and clarity, and ensure legal compliance. By investing in professional contract drafting services and ensuring that the contract is accurate, comprehensive, and enforceable, companies can build strong, lasting partnerships and unlock new opportunities forgrowth and success.**中外合资经营企业合同英文版的重要性与实践**在全球化的商业环境中，中外合资经营企业（SJV）已成为中外公司合作的一种常见而有效的方式，双方通过合作各自发挥优势，开拓新市场。

中外合资经营合同格式(中英)7篇

中外合资经营合同格式(中英)7篇篇1合同编号：【编号】甲方：【中方公司名称】，法定代表人：【法定代表人姓名】乙方：【外方公司名称】，法定代表人：【法定代表人姓名】鉴于甲乙双方同意根据平等互利的原则，经过友好协商，共同投资设立一家合资经营企业，特订立本合同。

本合同以中英文双语书写，两种文本具有同等法律效力。

本合同中的术语应遵守国际商法和行业规范，以下内容经双方协商并一致确认如下：一、合资公司的基本概况（一）公司名称：【合资公司名称】（二）公司注册地址：【详细地址】（三）法定代表人：【指定负责人姓名】（四）公司投资总额为【金额】元人民币，注册资本为【金额】元人民币。

甲乙方投入注册资本所占公司的出资比例如下：甲方占有比例为XX%，乙方占有比例为XX%。

各方需于公司成立之日起XX日内缴清各自出资额。

二、合资公司的经营范围和经营方式（一）经营范围：【详细经营范围】（二）经营方式：【自主经营或合作经营等】三、合作期限与终止合作期限：自本公司成立起至XX年止。

期满后根据公司经营状况和双方意愿再作商议。

终止合同需经过双方同意并书面确认。

合同终止后，应依法进行清算和结算。

清算完成后剩余财产按各方投资比例进行分配。

对于债务按双方约定的原则进行处理和清偿。

四、股东权利与义务篇2合同编号：【编号】甲方：【中方公司名称】，法定代表人：【法定代表人姓名】乙方：【外方公司名称】，法定代表人：【法定代表人姓名】鉴于甲乙双方共同达成合资经营意向，本着平等互利、合作共赢的原则，经过友好协商，特订立本合同：一、合同名称和目的合同名称：【合资经营项目名称】。

双方本着诚信原则，通过合作实现共同发展，互利共赢。

本合同明确双方合资经营的合作内容、权责利益及运作方式等条款。

本合同适用于中外合资经营活动的规范和约束。

二、合作内容及投资金额本次合作的具体内容：【详细列明合作项目及其主要内容】，投资金额共计【金额】。

甲方投入现金或实物出资额【金额】，乙方投入现金或实物出资额【金额】。

合资企业合同英文版

THE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTUREWhole Doc.Chapter 1 General ProvisionsIn accordance with the Law of the People's Republic of China on JointVentures 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 andmutual benefit and through friendly consultations, agree to jointly investto set up a joint venture enterprise in ________of the People's Republicof 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 China,and its legal address is at ___________;___________China.Legal representative:Nameosition:Nationality:__________Company (hereinafter referred to as Party B), registeredwith __________. Its legal address at ___________.Legal representative: Name osition:Nationality:;Note: In case there are more than two investors, they will be calledParty C,D...in proper order).Chapter 3 Establishment of the Joint Venture CompanyArticle 2In accordance with the Joint Venture Law and other relevant Chineselaws and regulations, both parties of the joint venture agree to set up_____________joint venture limited liability company ( hereinafterreferred to as the joint venture company).Article 3The name of the joint venture company is __________Limited LiabilityCompany.The name in foreign language is __________.The legal address of the joint venture company is at__________street___________(city)___________ province.Article 4All activities of the joint venture company shall be governed by thelaws, decrees and pertinent rules and regulations of the People's Republicof China.Article 5The 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 capital 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 BusinessArticle 6The goals of the parties to the joint venture are to enhanceeconomicco-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 ensuresatisfactory economic benefits for each investor.(Note: This article shall be written according to the specificsituations in the contract).Article 7The productive and business scope of the joint venture company is toproduce __________ products; provide maintenance service after the sale ofthe products; study and develop new products.(Note: It shall be written in the contract according to the specificconditions).Article 8The 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 the production 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 upon by bothparties).Article 10Investment contributed by the parties is Renminbi__________, whichwill be the registered capital of the joint venture company.Of which: Party A shall pay ____________ Yuan, accountingfor__________%; Party B shall pay ___________Yuan, accountingfor__________%.Article 11Both Party A and Party B will contribute thefollowing as theirinvestment arty A: cash __________Yuanmachines and equipment __________Yuanpremises __________Yuanthe right to the use of the site __________Yuanindustrial property __________Yuanothers __________ Yuan,__________ Yuan in all.Party B: cash __________Yuanmachines and equipment__________Yuanindustrial property __________Yuanothers __________Yuan,__________Yuan in all.(Note: When contributing capital goods or industrial property asinvestment, Party A and Party B shall conclude a separate contract to beapart of this main contract).Article 12The registered capital of the joint venture company shall be paid in___________ installments by Party A and Party B according to theirrespective proportion of their investment.Each installment shall be as follows:(Note: it shall be written according to the concreteconditions).Article 13In 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 is required.When one party to the joint venture assigns all or part of hisinvestment, 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 thefollowing matters:Responsibilities of Party A:Handling of applications for approval, registration, business licenseand other matters concerning the establishment of the joint venturecompany from relevant departments in charge ofChina&#59rocessing the application for the right to the use of a site to theauthority in charge of the land;Organizing the design and construction of the premises andotherengineering facilities of the joint venture company&#59roviding cash, machinery and equipment and premises ... in accordancewith the provisions of Article 11;Assisting Party B to process import customs declaration for themachinery and equipment contributed 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 company 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 personnelneeded;Assisting foreign workers and staff in applying for entry visas, worklicenses and handling their travel procedures;Responsible for handling other matters entrusted by the joint venturecompany.Responsibilities of PartyB:Providing cash, machinery and equipment, industrial property ... inaccordance withthe provisions of Article 11, and responsible for shippingcapital goods such as machinery and equipment etc. contributed asinvestment to a Chineseport;Handling the matters entrusted by the joint venture company, such asselecting and purchasing machinery and equipment outside China, etc.&#59 roviding necessary technical personnel for installing, testing andtrial production of the equipment as well as the technical personnel forproduction andinspecting;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 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).Chapter 7 Transfer of TechnologyArticle 15Both Party A and Party B agree that a technology transfer agreementshall be signed between 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, materials prescription, standard of qualityand the training of personnel etc.(Note: It shall be written in the contract according to the concreteconditions).Article 16Party B offers the following guarantees on the transfer of technology:(Note: Article applies only when Party B is responsible fortransferring technology 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, precise andreliable. It is to meet the requirement of the joint venture's operationpurpose, 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 shall be fully transferred to thejoint venture company, and pledges that the providedtechnology 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 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 detailedinformation 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, andshall 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.Article 17In case Party B fails to provide equipment and technology inaccordance 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.Article 18The technology transfer fee shall be paid in royalties. The royaltyrate shall 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.Article 19The term for the technology transfer agreement signed by the jointventure company and Party B is ___________ years. After the expiration ofthe technology transfer agreement, the joint venture 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 Economic Cooperation or other examination and approvalauthorities entrusted by the Ministry of Foreign Trade and EconomicCooperation).Chapter 8 Selling of ProductsArticle 20The products of joint venture company will be sold both on the Chineseand the overseas market, theexport 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 shall at least meet the needs of foreignexchange expenses of the joint venture company).Article 21Products 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 sales 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 ______________%.Article 22The joint venture's products to be sold in China may be handled by theChinese materials and commercial departments by means of agency orexclusive sales, or may be sold by the joint venture company directly.Article 23In 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 subject to the approval of therelevant Chinese department.Article 24The trade mark of the joint venture's products is __________.Chapter 9 The Board of DirectorsArticle 25The date of registration of the joint venture company shall be thedate of the establishment of the board of directors of the joint venturecompany.Article 26The board of directors is composed of __________directors, of which___________shall be appointed 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 appointed by the relevant party.Article 27The 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 venture company. Unanimousapproval shall be required for any decisions concerning major issues. Asfor other matters, approval by majority or a simple majority shallberequired.(Note: It shall be explicitly set out in the contract).Article28The 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.Article 29The board of directors shall convene at least one meeting every year.The meeting shall be called 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 OfficeArticle 30The joint venture company shall establish 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 of directors.Article 31The 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 management 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.Article 32In case of graft or serious dereliction of duty on the part of thegeneral manager and deputy general managers, the board of directors shallhave the power to dismiss them at any time.Chapter 11 Purchase of EquipmentArticle 33In 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 China where conditionsare the same.Article 34In 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 ConstructionArticle 35During the period of preparation and construction, a 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 deputy manager by Party ________.The manager and deputy manager shall be appointed by the board ofdirectors.Article 36The preparation and construction office is responsible for thefollowing concrete works: examining the designs of the project, signingthe project construction contract, organizing the purchase and inspectionof 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, etc., during the construction period of the project.Article 37A 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, checking and accepting, and performancechecking of the project design, the quality of the project, the equipmentand materials and the imported technology.Article 38After approval by both parties, the establishment, remuneration andthe expenses of the staff of the preparation and construction office shallbe covered in the project budget.Article39After having completed the project and finished the turning overprocedures, the preparation and construction office shall be dissolvedupon the approval of the board of directors.Chapter 13 Labor ManagementArticle 40Labor contract covering the recruitment, employment, dismissal andresignation, 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 thetrade ofthe joint venture company as a whole, or the individual employees in thejoint venture company as a whole or individual employees in accordancewith the Regulations of the People's Republic of China on Labor Managementin Joint Ventures Using Chinese and Foreign Investment and itsImplementing Rules.The labor contracts shall, after being signed, be filed with the locallabor managementdepartment.Article 41The 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 AuditArticle 42The joint venture company shall pay taxes in accordance with theprovisions of Chinese laws and other relative regulations.Article 43Staff members and workers of the joint venture company shall payindividual income tax according to the Individual Income Tax Law of thePeople's Republic of China.Article 44Allocations for reserve funds, expansion funds 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.Article 45The fiscal year of the joint venture company shall be from January 1to December 31. All vouchers, receipts, statistic statements and reportsshall be written inChinese.(Note: A foreign language can be used concurrently with mutualconsent).Article 46Financial checking and examination of the joint venture company 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 give its consent. All the expenses thereofshall be borne by Party B.Article 47In the first three months of each fiscal year, the manager shallprepare the previous year's balance sheet, profit and loss statement andproposal regarding the disposal of profits, and submit them to the boardof directors for examination and approval.Chapter 15 Duration of the Joint VentureArticle 48The duration of the joint venture company is ___________ years. Theestablishment date of the 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 duration, 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) sixmonths priorto the expiry date of the joint venture.Chapter 16 The Disposal of Assets 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 investment contributed by Party A andPartyB.Chapter 17 InsuranceArticle 50Insurance policies of the joint venture company on various kinds ofrisks shall be underwritten with the People's Republic of China. Types,value and duration of insurance shall be decided by the board of directorsin accordance with the provisions of the People's Insurance Company ofChina.Chapter 18 The Amendment, Alteration and Termination of the Con- tractArticle 51The 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 examination and approval authority.Article 52In 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 upon by the board ofdirectors and approved by the original examination and approval authority.Article 53Should 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 thecontract 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 after 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.Chapter 19 Liability for Breach of ContractArticle 54should 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 exceeding 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.Article 55Should all 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.Article 56In order to guarantee the performance of the contract and itsappendices, both Party A and Party B shall provide each other with bankguarantees for performance of the contract.Chapter 20 Force MajeureArticle 57Should either of the parties to the contract be prevented fromexecuting the contract by force majeure, such as earthquake, typhoon,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 evidence 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 the contract or whether to delay the execution of thecontract according to the effects of the events on the performance of thecontract.Chapter 21 Applicable LawArticle 58The formation, validity, interpretation, execution and settlement ofdisputes in respect of, this contract shall be governed by the relevantlaws of the People's Republic of China.Chapter 22 Settlement of DisputesArticle 59Any disputes arising from the execution of, or in connection with, thecontract shall be settled through friendly consultations between bothparties. In case no settlement can be reached through consultations, thedisputes shall be submitted to the Foreign Economic and Trade ArbitrationCommission of the China Council for the Promotion of International Tradefor arbitration in accordance with its rules of procedure. The arbitralaward is final and binding upon bothparties.OrAny disputes arising from the execution of, or in connection with thecontract shall be settled through friendly consultations between bothparties. In case no settlement can be reached through consultations, thedisputes shall be submitted to __________Arbitration Organization in__________for arbitration in accordance with its rules of procedure. Thearbitral award is final and binding upon both parties.OrAny disputes arising from the execution of, or in connection with thecontract shall be settled through friendly consultations between bothparties. In case no settlement can be settled through consultations, thedisputes shall be submitted forarbitration.Arbitration shall take place in the defendant's country.If in China, arbitration shall be conducted by the Foreign Economicand Trade Arbitration Commission of the China Council for the Promotion ofInternational Trade in accordance with its rules of procedure.If in ___________, the arbitration shall be conducted by ___________inaccordance with its rules of procedure.The arbitral award is final and binding upon both parties.(Note: When formulating contracts, only one of the above-mentionedprovisions can be used).Article 60During the arbitration, the contract shall be observed and enforced byboth parties except for the matters in dispute.Chapter 23 LanguageArticle 61The contract shall be written in Chinese and in ___________. Bothlanguage versions are equally authentic. In the event of any discrepancybetween the two aforementioned versions, the Chinese version shallprevail.Chapter 24 Effectiveness of the Contract and MiscellaneousArticle 62The appendices drawn up in accordance with the principles of thiscontract are integral parts of this contract, including: the projectagreement, the technology transfer agreement, the sales agreement etc.Article 63The contract and its appendices shall come into force commencing fromthe date of approval of the Ministry of Foreign Trade and EconomicCooperation of the People's Republic of China (or its entrustedexamination and approval authority).Article64Should notices in connection with any party's rights and obligationsbe sent by either Party A or Party B by telegram or telex, etc., thewritten letter notices shall be also required afterwards. The legaladdresses of Party A and Party B listed in this contract shall be theposting addresses.Article 65The contract is signed in。

英文合资协议合同范本

英文合资协议合同范本Joint Venture AgreementThis Joint Venture Agreement ("Agreement") is made and entered into on this __ day of _______, 20____, and between _______("Party A"), a pany organized and existing under the laws of _______ with its registered office at _______, and_______, ("Party B"), a pany organized and existing under the laws of _______ with its registered office at _______, (collectively, the "Parties").Recitals:WHEREAS, Party A and Party B wish to establish a joint venture pany ("Joint Venture") to engage in the business of _______, (the "Business");WHEREAS, Party A and Party B wish to set forth in this Agreement the terms and conditions under which they will collaborate and manage the Joint Venture;NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the Parties agree as follows:1. Formation of the Joint VentureThe Parties shall establish a joint venture pany in accordance with the laws of _______ ("Jurisdiction"). The Joint Venture shall be named _______.2. ContributionsParty A shall contribute _______, and Party B shall contribute _______, to the Joint Venture. The contributions shall be made in the form of _______, and shall be valued at _______.3. OwnershipThe ownership of the Joint Venture shall be divided between Party A and Party B as follows: Party A shall own _______% of the Joint Venture, and Party B shall own _______% of the Joint Venture.4. ManagementThe management of the Joint Venture shall be conducted a board of directors ("Board"), consisting of _______ members appointed Party A and _______ members appointed Party B. The Board shall have the authority to make all decisions regarding the operation and management of the Joint Venture.5. Profit and Loss AllocationThe profits and losses of the Joint Venture shall be allocated to Party A and Party B in proportion to their respective ownership interests.6. TermThis Agreement shall remn in effect for a term of _______, unless earlier terminated in accordance with the terms of this Agreement, or unless extended mutual written consent of the Parties.7. TerminationThis Agreement may be terminated either Party upon _______, provided that written notice of such termination is given to the other Party at least _______, prior to the effective date of termination.8. Governing LawThis Agreement shall be governed and construed in accordance with the laws of _______.9. Dispute ResolutionAny disputes arising out of or in connection with this Agreement shall be resolved arbitration in accordance with the rules of the International Chamber of Commerce.10. MiscellaneousThis Agreement may be amended or modified only a written instrument executed both Parties. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written._________________________ _________________________[Signature of Party A] [Signature of Party B]Name: ___________________ Name: __________________Title: ___________________ Title: __________________Date: ________________ Date: ________________Please ensure that you consult with a legal professional to tlor this agreement to your specific needs and to ensure pliance with the relevant laws and regulations.。

英文合资协议合同范本

英文合资协议合同范本THIS JOINT VENTURE AGREEMENT (the "Agreement") is entered into as of ___________ and between ___________ ("Party A") and ___________ ("Party B").WHEREAS, Party A and Party B desire to enter into a joint venture for the purpose of ___________;NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties hereto agree as follows:1. Formation of Joint Venture. The parties here agree to form a joint venture (the "Joint Venture") for the purpose of ___________.2. Capital Contributions. Each party shall contribute the following capital to the Joint Venture:Party A: $___________Party B: $___________3. Management. The management of the Joint Venture shall be conducted a management mittee consisting of ___________ representatives from each party.4. Profits and Losses. Profits and losses of the Joint Venture shall be distributed between the parties in proportion to their capital contributions.5. Term. The term of the Joint Venture shall be ___________ years, unless terminated earlier mutual agreement of the parties.6. Confidentiality. The parties agree to keep all information related to the Joint Venture confidential and not disclose it to any third party without the prior written consent of the other party.7. Governing Law. This Agreement shall be governed and construed in accordance with the laws of ___________.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.Party A: _______________________Party B: _______________________[Signatures]。

中外企业合资合同范本英文版

编号：_____________ 中外企业合资合同Party A：__________________________Party B：__________________________签订日期：_______年______月______日Party A ：Party B ：apter 1， General ProvisionsThis contract is made by and concluded between the Chinese Hubei Yangtze Mining Works Co. Ltd and the US Carcell Drilling Co.， Inc. in accordance with the “ Law of the People’s Republic of China on Joint V entures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations， adhering to the principle of equality and mutual benefit and through friendly consultations. Both parties agree to jointly invest to set up a joint venture enterprise in Wuhan， Hubei Province of the People’s Republic of China. The terms and conditions both parties agreed upon are as follows.Chapter 2 Parties to the Joint VentureArticle 1Parties to this contract are as follows: XXXXXXX (hereinafter referred to as Party A )， registered with the Business Administration of XXXX Province of the Peopl e’s Republic of China， Its legal address is at XXXXXXXX.Legal representative:Position:Nationality:XXXXXXXX ( hereinafter referred to as Party B )， registered with theFlorida State Business Administration of the USA. Its legal address is at XXXXXXX.Legal representative:Name:Position:Nationality:Chapter 3 Incorporation of the Joint Venture CompanyArticle 2In accordance with the “ Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations， both parties to the joint venture agree to set up a mining machinery joint venture limited liability company (hereinafter referred to as the venture company).Article 3The name of the joint venture is XXXXX Company.The name in English is XXXX Company.The legal address of the joint venture company is at Liberty Road，District of Wuchang ，Wuhan， China.Article 4All activities of the joint venture company shall be governed by the laws，decrees and pertinent rules and regulations of the People’s Republic of China.Article 5The 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 both parties to the joint venture in proportion to their contributions of the registered capital.Chapter 4 The Purpose， Scope and Scale of the Production and Business Article 6The purpose of the parties to the joint venture is in conformity with the wish of intensifying the economic cooperation and technical exchanges， to enhance business performance and ensure satisfactory benefits for each investor by improving the product quality， developing new products， and gaining competitive edge over the competition in the world market in quality and price through advanced and appropriate technology and scientific management.Article 7The productive and business scope of the joint venture company is to manufacture mining machineries， to provide maintenance service after the sale of the products， to research and develop new mining machinery. Article 8The production scale of the joint venture company are as follows:1. The production capacity is 50-ton dumpers eight thousand annually after the joint venture is put into operation.2. The production scale shall be increased up to ten thousand annually with the joint venture’s business expansion. The product varieties may be developed into 55-ton and 60-ton dumpers after the market study is conducted by the professionals of the both parties in due time.Chapter 5 The Amount of Investment and the Registered CapitalArticle 9The total amount of investment of the joint venture company is RMB two hundred million yuan only.Article 10Investment contributed by the parties is Chinese RMB yuan which will be the registered capital of the joint venture.Of which， Party A shall contribute one hundred and twenty million RMB，accounting for sixty percent; Party B shall contribute eighty million RMB yuan， accounting for forty percent.Article 11Both parties will contribute the following as their investment:Party A: Cash: forty million yuan;Machinery and equipment: fifteen million yuan;Premises: forty million yuan;Right to the use of the site: fifteen million yuan;Industrial property : five million yuan;Miscellaneous: five million yuan; totaling one hundred and twenty million yuan in all.Party B: Cash: fifty million yuan;Machinery and equipment: twenty million yuan;Industrial property: six million yuan;Miscellaneous: four million yuan， totaling eighty million yuan in all.Party B’s contribution shall be translated in accordance with the exchange rate between the US dollar and the Chinese RMB to be quoted on the date of the signing of this contract. The values of the assets other than cash shall come form the appraisal reports by recognized certified public accountants. Separate contracts shall be concluded with regard to the use of the industrial property rights contributed by the both parties as investment in the future joint venture company.Article 12The registered capital of the joint venture company shall be paid in four installments by both parties in proportion to the total of their investment.Each installments shall be in place on the same date， with percentage specified as follows:The first installment: sixty percent;The second installment: twenty percent;The third installment: ten percent;The fourth installment: ten percent.Article 13In case where any party to the joint venture intends to assign all or part of his investment to a third party， consent shall be obtained from the other party to the joint venture， and the approval from the examination and approval authority shall be required， too.Should one party to the joint venture assigns all or part of his investment， the other party shall have the first refusal.Chapter 6 Responsibilities of Each Parties to the Joint Venture Company Article 14Party A and Party B shall be respectively responsible for the following matters:Responsibilities of the Party A:Handling applications for approval， registration， business license and other matters concerning the incorporation of the joint venture company form relevant competent department in charge in China:Processing for applying the right to the use of a site to the authority in charge of 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 stipulations in Article 11;Assisting Party B for processing 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 access to such fundamental facilities as water， gas， electricity， roads，telecommunication， etc.;Assisting foreign employees in applying for the entry visa， work licenses and processing their traveling matters;Responsible for handling other matters entrusted by the joint venture company.Responsibilities of the Party BProviding cash， machinery and equipment， industrial property in accordance with the stipulations in Article 11， and responsible for shipping capital goods such as machines and equipment outside China，etc.;Training needed technical personnel for installing， testing and trial production of the equipment， as well as the technical personnel forproduction and inspection;Training the technical personnel and workers of the joint venture company;In case where Party B is the licenser， he should be responsible for the stable production of qualified products of the joint venture company in accordance with the designed capacity within the stipulated period; Responsible for other matters entrusted by the joint venture company. Chapter 7 Transfer of TechnologyArticle 15Both parties agree that a technology transfer agreement shall be entered into between the joint venture company and Party B ( or a third party ) so as to obtain advanced production technology needed for achieving the production and operation objectives and the production scale stipulated in Chapter 4 of the contract， including product design， technology of manufacturing， means of testing， material ingredient prescription，standard of quality and training of personnel， etc.Article 16Party B offers the following guarantees on the transfer of technology in manufacturing the diesel engine for the prospective mining dumpers.1. Party B guarantees that the overall technology such as the design，technology of manufacturing， technological process， testing and inspection of the products provided to the joint venture company must befull，precise and reliable to meet the requirement of the joint venture’s operation objectives and be able to attain the standard of production quality and production capacity stipulated in the contract;2. Party B guarantees that the technology stipulated in this contract and technology transfer agreement shall be fully transferred to the joint venture company， and pledge that the provided technology should be truly advanced among the same type of technology of Party B， the model，specifications and quality of the equipment are excellent;3. Party B shall work out a detailed list of the provided technology and technological services at various stages as stipulated in the technology transfer agreement to be an appendix to the contract， and furthermore， guarantee its performance;4. The drawings， technological specifications and other detailed information constitutes an integral part of the transferred technology，and shall be offered on time;5. Within the validity period of the technology transfer agreement，Party B shall provide the joint venture company with the improvement of the technology and technological materials in time， and shall not charge separate fees;6. Party B shall guarantee that the technological personnel and the workers in the joint venture company master all the technology transferred within the period stipulated in the technology transferagreement.Article 17In case where Party B fails to provide equipment and technology in accordance with the stipulations in this contract or in the technology transfer agreement or in case where any deceiving or concealing actions are discovered， Party B shall be responsible for compensating the direct losses to the joint venture company.Article 18The technology transfer fee shall be paid in royalties. The royalty rate shall be 3.5% of the net sales value of the products to be turned out. The term for royalty payment is the same as the term of the technology transfer agreement stipulated in Article 19 of this contract.Article 19The term of the technology transfer agreement between the joint venture company and Party B is eight years. Upon the expiration of the technology transfer agreement， the joint venture shall be in the position to use，research and develop the imported technology continuously.Chapter 8 Selling of ProductsArticle 20The products of the joint venture company will be sold both on the Chinese market and overseas markets， the export part accounting for 50%，50% for domestic market.Article 21Products may be sold on overseas markets through the following channels; The joint venture company may directly sell its products on the international market， which accounts for 60%.The joint venture company may sign sales contract with Chinese foreign trade companies， entrusting them to be the sales agencies or exclusive agencies， which accounts for 40%. The joint venture company may entrust Party B to sell its products， which accounts for 20%.Article 22The joint venture’s product to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive dealers， or may be sold by the joint venture company directly. Article 23In order to provide maintenance service to the products sold both in China and abroad， the joint venture company may set up sales branches for maintenance service both in China and abroad subject to the ratification by the relevant competent departments in charge.Article 24The trade mark of the joint venture’s product is “XX”.Chapter 9 The Board of DirectorsArticle 25The date of registration of the joint venture company shall be the dateof the establishment of the board of directors of the joint venture company.Article 26The board of directors is composed of eleven directors， of which seven shall be appointed by Party A， five by Party B. The chairman of the board shall be appointed by Party A， and vice-chairman by Party B. The term of office for directors， chairman， vice-chairman is four years， whose term of office may be renewed where continuously appointed by the relevant party.Article 27The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues ( Note: The main contents shall be listed in light of the Article 36 of the Regulations for Implementation of the Joint Venture Law ) concerning the joint venture company. Unanimous approval shall be required before any decisions are made concerning substantial issues. As for other matters， approval by majority or simple majority shall be required.Article 28Chairman of the board is the legal representative of the joint venture company. Should chairman be unable to exercise his power and responsibilities for some reasons， he would authorize a vice-chairman or any other directors to represent the joint venture company temporarily.Article 29The board of directors shall convene at least one meeting once a year. The meeting shall be called and presided over by chairman of the board. Chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be filed. ( To be continued in Text A )New Words， Phrases and Expressions Incorporation n 公司的成立adhere to v. 遵照，根据mutual a. 相互的friendly consultation . 友好协商parties to this contract . 合同的双方，各方as follows 如下be registered with 在 ... 注册hereinafter referred to as 以下简称为limited liability company 有限责任公司be governed by 受 ... 的约束decrees and pertinent rules and regulations n. 法令和相关的条令与条例Each party to the joint venture is liable to the joint venture within thelimit of the capital subscribed by it.合资企业的各方在自己认缴的资本范围内对合资企业承担责任。

合伙公司英文版合同

Chapter 1 General ProvisionsIn accordance with the Law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures and other relevant Chinese laws and regulations, party A and party B , in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly set up a western-style restaurant in Zhejiang province in China。

Chapter 2 Parties of the Cooperative VentureArticle 1Parties to this contract are as follows:Party A: Name: Position: Nationality:Telephone E-mailParty B: Name: Position: Nationality:Telephone E-mail Chapter 3 Establishment of the Cooperative Venture CompanyArticle 2 In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up The Blue-Luna Western-style food service Cooperative venture limited liability company(hereinafter referred to as the Cooperative venture company).Article 3The name of the Cooperative venture company is The Blue-Luna Western-style foodLimited Liability Company. The name in foreign language is蓝月亮西式餐饮服务有限公司. The legaladdress of the joint venture company is at 400#Liuhe street Hangzhou(city) Zhejiang province.Article 4 All activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People's Republic of China.Article 5 The organization form of the Cooperative venture company is a limited liability company. The profits, risks and losses of the Cooperative venture company shall be shared by the parties according to the relevant provisions thereafter.Chapter 4 The Purpose, Scope and Scale of Production and BusinessArticle 6 The goals of the parties to the Cooperative venture are to strengthen the capital strength,raise the service level,to provide the community a higher quality service of western-style food.Article 7 The productive and business scope of the Cooperative venture company is Article 7 the joint venture company production and business scope is:Provide special western food, coffee, drinki, teacookies.Provide additional services: books and newspapers free lending, wireless network free using.Research and development of special food: global food correspondents, try to provide the newest and hottest food over the world. Local researchers analyze the sent samples , the Chef of the restaurant will improve and push out .Article 8 The production scale of the Cooperative venture company is as follows:1. The service capacity after the Cooperative venture is put into operation is supplying 100 consumers at the same time2. The service scale may be increased up to supplying 100 consumers at the same time with the development of the production and operation. The service varieties may be added into Dessert, ice cream, buffet.Chapter 5 Total Amount of Investment and the Registered CapitalArticle 9The total amount of investment of the Cooperative venture company is RMB1000,000Article 10 The registered capital of the joint venture company is RMB 500,000.Article 11 Party A and Party B will contribute the following to the cooperative venture:Party A:Cash 250,000 ;machines and equipment 50.000Y uan;business shop one-year lease contract: 150,000Yuanin a total:450000Y uan.Party B:Cash150,00Yuan ;proprietary technology of manufacturing methods for special western-style food 100,000Y uan;one-year Party b slef-service as a restaurant master contract：100，000Yuanin a total:650,000Yuan.Article 12 The right to the use of site contributed by Party A shall be for the use of the cooperative venture company within 3 stages after the approval of the contract. The cash contributed by Party B shall be paid in installment. Each installment shall be as follows:The first stage: party a 150,000Yuan and party b 150,000Y uan (paid in 30 days);The second stage: party a 50,000Yuan and party b 50,000Yuan (paid in 60 days);The second stage: party at 50,000Yuan and party b 50,000Y uan (paid in90 days).Article 13 when part a or part b, transfer all or part of its capital contribution to the third party, must be approved by the other party agreed to,and tell the approval authority for approval. When a party transfer all or part of its capital contribution, the other party has a preemptive right under the same conditions.Chapter 6 Responsibilities of Each Party to the Joint VentureArticle 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 cooperative venture company from relevant departments in charge in 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 cooperative venture company;Assisting the cooperative venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.; Responsible for handling other matters entrusted by the cooperativeventure company.Responsibilities of Party B:Providing cash, machinery and equipment, industrial property... in accordance with the provisions of Article 11 and Article 12, 13, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port;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 cooperative venture company;Responsible for other matters entrusted by the joint venture company.Chapter 7 Labour ManagementArticle 15 Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture companyas a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures. The labor contracts shall, after being signed, be filed with the local labor management department.Article 16 The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by both directors。

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