中外合资合同范本(中英文)

合集下载

中外合资经营合同范本中英文

2. The non-breaching Party shall also have the right to claim damages for any losses suffered as a direct result of the breach, in addition to the penalty.
3. The Parties agree that the breaching Party shall be exempted from liability if the breach is due to force majeure, provided that the affected Party promptly notifies the other Party in writing of the occurrence of such event and its impact on the performance of the Contract.
4. In case of a breach, the non-breaching Party shall have the right to issue a notice of breach to the breaching Party, demanding the cure of the breach within a reasonable period.
c. Party B shall be responsible for obtaining and maintaining all necessary licenses, permits, and qualifications required to perform the services or provide the subject matter.

中外合资企业股东协议中英文对照5篇

中外合资企业股东协议中英文对照5篇全文共5篇示例，供读者参考篇1Joint Venture Shareholders Agreement中外合资企业股东协议This Shareholders Agreement (the “Agreement”) is made and entered into as of [date], by and between [Chinese shareholder], a company duly incorporated and validly existing under the laws of the People’s Republic of China (“Chinese Shareholder”), and [f oreign shareholder], a company duly incorporated and validly existing under the laws of [country] (“Foreign Shareholder”).本股东协议（以下简称“协议”）由中方股东[中方股东名称]（以下简称“中方股东”）和外方股东[外方股东名称]（以下简称“外方股东”）于[date]签署并生效。

Recitals鉴于以下事实：1. Chinese Shareholder and Foreign Shareholder have agreed to establish a joint venture company in China for the purpose of [purpose of joint venture].中方股东和外方股东已就在中国设立一家合资企业的目的为【合资企业目的】而达成了协议。

2. In order to regulate their rights and obligations as shareholders in the joint venture company, the parties have decided to enter into this Agreement.为了规范双方在合资企业中作为股东的权利和义务，双方决定签署本协议。

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。

中外合资企业股东协议中英文对照6篇

中外合资企业股东协议中英文对照6篇篇1本协议于XXXX年XX月XX日在_____(地点)由以下双方签订：甲方：_________（中国公司/个人）乙方：_________（外国公司/个人）鉴于甲乙双方共同决定合资成立一家新的公司，双方根据中华人民共和国有关中外合资企业的法律法规，本着平等互利的原则，经过友好协商，就共同出资设立合资公司的相关事宜达成一致意见，特签订本协议。

一、公司基本情况合资公司的名称为：________有限公司公司注册地为：___________________公司的组织形式为有限责任公司。

公司的经营范围为：_____________________等。

公司的投资总额为：____万美元。

注册资本为____万美元。

甲、乙双方按照比例出资。

具体投资金额及比例如下：甲方投资____万美元，占注册资本的XX%；乙方投资____万美元，占注册资本的XX%。

甲乙双方按照协议规定的期限缴清各自的出资额。

公司的经营期限为XX年，自营业执照签发之日起计算。

二、股东权利和义务甲乙双方应按照公司章程规定的条款享有股东权利并承担股东义务。

包括但不限于：利润分配权、公司管理权、选举和被选举权等权利以及承担缴纳出资额的义务等。

股东应遵守公司章程的规定，不得擅自转让股权或对公司事务进行干涉。

三、董事会和管理层公司设立董事会，由XX名董事组成，其中甲方委派XX名董事，乙方委派XX名董事。

董事长由____方担任，副董事长由____方担任。

董事会负责制定公司的发展战略、决策重要事项等。

公司管理层由总经理和副总经理组成，总经理由____方担任，副总经理由____方担任。

管理层的职责是执行董事会的决策，负责公司日常管理工作。

甲乙双方应根据公司实际情况选派合适的代表担任相应职务。

各方代表的任期、薪酬和福利等事宜在公司章程中规定。

在合作期间，应团结协作，密切配合，共同实现公司的经营目标和发展战略。

甲乙双方同意遵守董事会和管理层的决策和规定，并承担相应责任和义务。

中外合作经营合同格式(中英文)5篇

中外合作经营合同格式（中英文）5篇篇1Sino-Foreign Joint Venture Operation ContractThis agreement is made and entered into on this [insert date], by and between [Chinese Company], a company organized and existing under the laws of the People's Republic of China, with its principal office located at [insert address], hereinafter referred to as the "Chinese Company", and [Foreign Company], a company organized and existing under the laws of [insert country], with its principal office located at [insert address], hereinafter referred to as the "Foreign Company".WHEREAS, the Parties wish to establish a joint venture to operate a [describe business activity] in the People's Republic of China.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follows:1. Establishment of Joint VentureThe Parties agree to establish a joint venture company under the name of [Joint Venture Company], with its registered capital of [insert amount] to be contributed by the Parties in the following proportions: Chinese Company [insert percentage] and Foreign Company [insert percentage].2. Business ScopeThe business scope of the Joint Venture Company shall include [describe business activities]. The operation of the Joint Venture Company shall be guided by the laws of the People's Republic of China and any other applicable regulations.3. ManagementThe management of the Joint Venture Company shall be conducted by a Board of Directors consisting of [insert number] directors, with [insert number] to be appointed by the Chinese Company and [insert number] to be appointed by the Foreign Company.4. Financial MattersThe financial matters of the Joint Venture Company shall be handled in accordance with the provisions set forth in this agreement. The Parties agree to share profits and losses inproportion to their respective contributions to the registered capital.5. Dispute ResolutionAny dispute arising out of or in connection with this agreement shall be settled through friendly consultation between the Parties. If the Parties fail to resolve the dispute amicably, the matter shall be submitted to arbitration in accordance with the rules of the [appropriate arbitration institution].IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be duly executed on the date and year first above written.[Chinese Company]By: __________________________[Foreign Company]By: __________________________This Sino-Foreign Joint Venture Operation Contract is hereby approved and ratified by the relevant authorities of both Parties.Date: __________________________[Government Authority of Chinese Company]By: __________________________[Government Authority of Foreign Company]By: __________________________This agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, correspondence, understandings, and agreements between the Parties relating to such subject matter.IN WITNESS WHEREOF, the Parties hereto have executed this agreement as of the date and year first above written.[Chinese Company]By: __________________________[Foreign Company]By: __________________________This document represents a legal and binding contract between the Parties, each of whom has read and understood the terms and conditions contained herein.[Chinese Company]By: __________________________[Foreign Company]By: __________________________This Sino-Foreign Joint Venture Operation Contract shall become effective upon the signing by all Parties.Signed and sealed by the Parties on the date and year first above written.[Seal of Chinese Company][Seal of Foreign Company]篇2Joint Venture ContractThis Joint Venture Contract is made and entered into on [date], by and between [Party A], a company organized and existing under the laws of [Country A], and having its principal place of business at [address], [City], [Country A], hereinafter referred to as the "Chinese Party", and [Party B], a company organized and existing under the laws of [Country B], and having its principal place of business at [address], [City], [Country B], hereinafter referred to as the "Foreign Party".WHEREAS, the Parties desire to engage in a joint venture for the purpose of [purpose of the joint venture];NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the Parties agree as follows:1. Formation of Joint VentureThe Parties shall form a joint venture (the "Venture") to be named [Name of Joint Venture]. The Venture shall be organized as a [describe the type of entity] under the laws of [Country A]. The respective ownership interests of the Parties shall be [X%] for the Chinese Party and [Y%] for the Foreign Party.2. Principal Place of BusinessThe principal place of business of the Venture shall be located at [address], [City], [Country A], but the Venture may establish such other branch offices or facilities as may be deemed necessary or desirable.3. Business PurposeThe purpose of the Venture shall be to [describe the business purpose of the Joint Venture], including but not limited to [specific business activities].4. Capital ContributionThe Chinese Party shall contribute [amount] as its capital contribution to the Venture, and the Foreign Party shall contribute [amount] as its capital contribution. Each Party's capital contribution shall be paid within [number] days of the execution of this Contract.5. Management and OperationThe Venture shall be managed by a Board of Directors consisting of [X] directors appointed by the Chinese Party and [Y] directors appointed by the Foreign Party. The Board shall meet on a quarterly basis to oversee the operations and make strategic decisions for the Venture.6. Distribution of Profits and LossesAll profits and losses of the Venture shall be allocated in proportion to the ownership interests of the Parties. Any distributions of profits shall be made on a quarterly basis.7. Term and TerminationThis Contract shall have a term of [number] years, commencing on the date of execution. The Contract may be terminated by mutual agreement of the Parties or upon the occurrence of certain events as set forth herein.8. Governing LawThis Contract shall be governed by and construed in accordance with the laws of [Country A].IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the date first above written.[Signature of Chinese Party] [Signature of Foreign Party][Name of Signatory] [Name of Signatory][Title of Signatory] [Title of Signatory][Date][Date]Please note that this Joint Venture Contract is for reference purposes only and should be tailored to the specific needs and circumstances of the Parties involved. It is advisable to seek legal counsel before entering into any joint venture agreement.篇3Cooperative Operation Contract Format (Chinese-English)Contract Title: Cooperative Operation Contract Contracting Parties:Party A: [Name of Chinese Company]Address: [Address of Chinese Company]Legal Representative: [Name of Legal Representative] Contact Person: [Name of Contact Person] Telephone: [Telephone Number]Email: [Email Address]Party B: [Name of Foreign Company]Address: [Address of Foreign Company]Legal Representative: [Name of Legal Representative] Contact Person: [Name of Contact Person] Telephone: [Telephone Number]Email: [Email Address]Date of Contract: [Date]1. Purpose of Cooperation:Party A and Party B agree to enter into this cooperative operation contract for the purpose of jointly operating a business venture in [Country/Location].2. Scope of Cooperation:2.1 Party A shall be responsible for providing [Specific Responsibilities of Party A].2.2 Party B shall be responsible for providing [Specific Responsibilities of Party B].2.3 Both parties shall collaborate on [Specific Tasks to be Collaborated on].3. Investment:3.1 Party A shall invest [Amount] in the business venture.3.2 Party B shall invest [Amount] in the business venture.3.3 The investment shall be used for [Purpose of Investment].4. Profit Sharing:4.1 The profits and losses of the business venture shall be shared between Party A and Party B in the ratio of [Ratio].4.2 Profit sharing shall be conducted on a [Frequency] basis.5. Term of Contract:5.1 This contract shall be valid for a period of [Number] years.5.2 The contract may be renewed by mutual agreement of both parties.6. Termination:6.1 Either party may terminate this contract with [Number] days' written notice.6.2 In the event of termination, both parties agree to settle any outstanding financial obligations.7. Dispute Resolution:Any disputes arising from this contract shall be resolved through amicable negotiations between the parties. If an amicable resolution cannot be reached, the parties agree to submit the dispute to arbitration.8. Confidentiality:Both parties agree to maintain the confidentiality of any information shared during the course of their cooperation and not to disclose it to any third parties.9. Governing Law:This contract shall be governed by the laws of[Country/Location].10. Signatures:This contract shall be signed by the legal representatives of Party A and Party B on the date mentioned above.In witness whereof, the parties have executed this contract on the date first mentioned above.Party A: _______________________ (Seal)Party B: _______________________ (Seal)篇4Sino-Foreign Joint Venture AgreementThis Agreement is made and entered into on this ___ day of ____, 20__, by and between [Chinese Company Name], a company duly organized and existing under the laws of the People's Republic of China, with its principal place of business at [address], hereinafter referred to as the "Chinese Party", and [Foreign Company Name], a company duly organized and existing under the laws of [Foreign Country], with its principal place of business at [address], hereinafter referred to as the "Foreign Party."Whereas, the Chinese Party desires to enter into a joint venture with the Foreign Party for the purpose of establishing a business entity in China to engage in [describe the nature of the business], and the Foreign Party desires to participate in such joint venture;Now, therefore, the parties hereby agree as follows:1. Establishment of Joint VentureThe parties agree to establish a joint venture company under the name of [Joint Venture Company Name], which shall be registered in accordance with Chinese laws and regulations. The shareholding structure of the company shall be [percentage Chinese Party] owned by the Chinese Party and [percentage Foreign Party] owned by the Foreign Party.2. Business ScopeThe Joint Venture Company shall engage in the business of [describe the business activities of the company].3. Capital ContributionThe Chinese Party shall contribute [amount] as its capital contribution to the Joint Venture Company, while the Foreign Party shall contribute [amount] as its capital contribution. Thetotal registered capital of the Joint Venture Company shall be [total amount].4. ManagementThe management of the Joint Venture Company shall be handled by a board of directors, composed of [number] members, with [number] members appointed by the Chinese Party and [number] members appointed by the Foreign Party. The chairman of the board shall be appointed by the Foreign Party.5. Profit and Loss SharingThe profits and losses of the Joint Venture Company shall be shared by the parties in proportion to their respective shareholdings in the company.6. Term and TerminationThis agreement shall be effective as of the date first above written and shall continue in force for a term of [number] years. Either party may terminate this agreement by giving [number] months' written notice to the other party.In witness whereof, the parties hereto have executed this Agreement on the day and year first above written.Chinese Party:_______________[Name][Title]Foreign Party:_______________[Name][Title]篇5International Joint Venture AgreementThis Agreement is made and entered into as of [date], by and between [Foreign Company], a corporation organized and existing under the laws of [country], having its principal place of business at [address], and [Chinese Company], a corporation organize d and existing under the laws of the People’s Republic of China, having its principal place of business at [address].WHEREAS, the parties desire to form a joint venture to carry on a certain business in the People’s Republic of China; andWHEREAS, the parties desire to set forth the terms and conditions of their joint venture in this Agreement.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. Formation of Joint Venture. The parties hereby agree to form a joint venture (the “Joint Venture”) for the purpose of [describe purpose of Joint Venture]. The Joint Venture shall be incorporated under the laws of the People’s Republic of China as a Sino-foreign joint venture.2. Ownership and Capital Contribution. The parties agree that their ownership interests in the Joint Venture shall be as follows:- [Foreign Company] shall contribute [percentage] of the total capital of the Joint Venture;- [Chinese Company] shall contribute [percentage] of the total capital of the Joint Venture.3. Management. The management of the Joint Venture shall be vested in a board of directors, consisting of [number] directors. [Foreign Company] shall have the right to appoint[number] directors, and [Chinese Company] shall have the right to appoint [number] directors. Any decision of the board of directors shall require the affirmative vote of [percentage] of the directors.4. Distribution of Profits and Losses. The profits and losses of the Joint Venture shall be distributed among the parties in proportion to their ownership interests in the Joint Venture.5. Term and Termination. The term of this Agreement shall commence on the date hereof and continue for a period of [number] years, unless terminated earlier by mutual agreement of the parties. In the event of termination of this Agreement, the parties shall wind up the affairs of the Joint Venture in accordance with the provisions of this Agreement.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Foreign Company]By: ______________________Name: ____________________Title: _____________________ [Chinese Company] By: ______________________ Name: ____________________ Title: _____________________。

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。

英文版中外合作经营合同范本6篇

英文版中外合作经营合同范本6篇篇1Cooperative Operation ContractThis Cooperative Operation Contract (hereinafter referred to as the "Contract") is entered into by and between [foreign company name], a foreign company registered in [country], and [Chinese company name], a company registered in [country], on [date].1. PurposeThe purpose of this Contract is to establish a partnership between the two parties for the purpose of cooperative operation in [industry sector]. The parties agree to cooperate in the development, production, marketing, and distribution of [product/service].2. Scope of Cooperation2.1 The parties agree to jointly develop newproducts/services in the [industry sector] sector.2.2 The parties agree to share resources, technologies, and expertise to improve the quality and efficiency of their operations.2.3 The parties agree to jointly market and distribute products/services in both the local and international markets.2.4 The parties agree to cooperate in the management of their operations to ensure compliance with all relevant laws and regulations.3. Responsibilities of Parties3.1 [Foreign company name] shall be responsible for providing the necessary technologies, expertise, and resources for the development, production, and marketing ofproducts/services.3.2 [Chinese company name] shall be responsible for providing the necessary facilities, labor, and market channels for the successful operation of the partnership.3.3 Both parties agree to cooperate in the management and decision-making process of the partnership to ensure its success.4. Financial Arrangements4.1 The parties agree to share the profits and losses of the partnership in proportion to their respective contributions.4.2 All costs and expenses incurred in the operation of the partnership shall be shared equally between the parties.4.3 Any additional capital required for the operation of the partnership shall be contributed by the parties in proportion to their respective contributions.5. Term and Termination5.1 This Contract shall come into effect on the date of signing and shall remain in force for a period of [duration].5.2 Either party may terminate this Contract by giving [notice period] written notice to the other party.5.3 In the event of termination, the parties agree to cooperate in winding up the affairs of the partnership in an orderly manner.6. Confidentiality6.1 The parties agree to keep all information regarding the partnership confidential and not to disclose it to any third party without the consent of the other party.6.2 The parties agree to take all necessary steps to protect the intellectual property rights of the partnership.7. Dispute ResolutionThe parties agree to resolve any disputes arising out of this Contract through amicable negotiations. In the event that the parties are unable to reach a resolution, the matter shall be referred to arbitration in accordance with the laws of [country].8. Governing LawThis Contract shall be governed by and construed in accordance with the laws of [country].In witness whereof, the parties hereto have caused this Contract to be duly executed on the date first above written.[Foreign company name]Signature:_____________________[Chinese company name]Signature:_____________________篇2Cooperative Operating ContractThis Cooperative Operating Contract (“Contract”) is made and entered into on this _____ day of _____, 20__, between [Company Name], a company organized and existing under the laws of [Country], with its principal place of business at [Address], hereinafter referred to as “Company A”, and [Company Name], a company organized and existing under the laws of [Country], with its principal place of business at [Address], hereinafter referred to as “Company B”.WHEREAS, Company A and Company B desire to enter into a cooperative operating agreement to jointly operate a business in the field of [industry], andWHEREAS, both parties agree to abide by the terms and conditions set forth in this Contract;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:1. Purpose of AgreementCompany A and Company B agree to jointly operate a business in the field of [industry]. The specific activities to becarried out under this Contract include but are not limited to [list of activities and responsibilities].2. Term and TerminationThis Contract shall commence on the date first written above and shall continue until [termination date]. Either party may terminate this Contract upon [number] days' written notice to the other party.3. Operating Responsibilities3.1 Company A shall be responsible for [list of responsibilities and duties].3.2 Company B shall be responsible for [list of responsibilities and duties].3.3 Both parties shall share the profits and losses of the business in proportion to their respective contributions.4. Investment and FinancingEach party shall make an initial investment of [amount] to fund the operations of the business. Any additional financing required shall be agreed upon by both parties in writing.5. ConfidentialityBoth parties agree to keep all business information and trade secrets confidential and not disclose them to any third party without the prior written consent of the other party.6. Dispute ResolutionAny disputes arising out of or relating to this Contract shall be resolved through mediation by a neutral third party agreed upon by both parties.7. Governing LawThis Contract shall be governed by and construed in accordance with the laws of [Country].IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first written above.[Company A]__________________________Authorized Signature[Company B]__________________________Authorized SignatureThis document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Contract may be amended only in writing signed by both parties.篇3Foreign Cooperation Operating ContractThis agreement is made and entered into on the ____ day of ____, 20__, by and between ____ (hereinafter referred to as "Party A"), a company incorporated under the laws of ____ and having its principal place of business at ____ and ____ (hereinafter referred to as "Party B"), a company incorporated under the laws of ____ and having its principal place of business at ____.Whereas, Party A possesses experience, expertise, and market knowledge in the field of ____, and Party B desires to avail itself of the same in conducting business operations in the international market;Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:1. Formation of the Joint Venture1.1 Party A shall provide Party B with the necessary training, technical assistance, and know-how related to ____, as well as any other information or assistance that may be required for the successful operation of the business.1.2 Party B shall cooperate with Party A in diligently carrying out the agreed-upon business operations and goals, and shall conduct all business in accordance with the laws and regulations of the countries in which the business is to be carried out.2. Ownership and Management2.1 Party A shall own __% of the joint venture, and Party B shall own __% of the joint venture.2.2 The joint venture shall be managed by a board of directors consisting of ____ members appointed by Party A and ____ members appointed by Party B. The chairman of the board shall be appointed by Party A.3. Financial Arrangements3.1 Each party shall provide the necessary financial resources and capital contributions as agreed upon in the joint venture agreement.3.2 Party A shall be responsible for providing funds for the initial investment in the joint venture, while Party B shall contribute funds for operational expenses.4. Dispute Resolution4.1 In the event of any dispute arising from this agreement, the parties agree to engage in mediation and negotiation in good faith to resolve the dispute.4.2 If the dispute cannot be resolved through negotiation or mediation, the parties agree to submit the dispute to arbitration in accordance with the rules of the International Chamber of Commerce.5. Term and Termination5.1 This agreement shall remain in effect for a period of __ years from the date of execution, unless terminated earlier by mutual agreement of the parties.5.2 Either party may terminate this agreement by giving written notice to the other party of its intent to terminate at least __ days prior to the proposed termination date.In witness whereof, the parties hereto have caused this agreement to be executed by their duly authorized representatives as of the date first above written.Party A: ___________________Party B: ___________________Date: ____篇4International Joint Venture AgreementThis International Joint Venture Agreement ("Agreement") is entered into on [Date], by and between [Company], a company incorporated in [Country] ("Local Partner") and [Company], a company incorporated in [Country] ("Foreign Partner"), collectively referred to as the "Parties".WHEREAS, the Parties wish to enter into a joint venture arrangement to establish a business relationship in the [Industry] industry in [Country];NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:1. Formation of Joint VentureThe Parties shall establish a joint venture company under the laws of [Country], to be known as [Joint Venture Company]. The Parties shall each hold a [XX]% equity interest in the Joint Venture Company.2. Scope of BusinessThe Joint Venture Company shall engage in the [Description of Business] business in [Country] and any other business activity agreed upon by the Parties.3. ContributionsThe Local Partner shall contribute [Description of Contribution] as its capital contribution to the Joint Venture Company. The Foreign Partner shall contribute [Description of Contribution] as its capital contribution to the Joint Venture Company.4. ManagementThe management of the Joint Venture Company shall be conducted by a Board of Directors consisting of [Number] members, with each Party having the right to appoint an equal number of directors. The chairman of the Board shall be appointed by the Local Partner.5. Financial MattersAll profits and losses generated by the Joint Venture Company shall be shared in proportion to each Party's equity interest in the Joint Venture Company. The Parties shallcontribute additional capital to the Joint Venture Company in proportion to their respective equity interests if required.6. Transfer of SharesNeither Party shall transfer or dispose of its equity interest in the Joint Venture Company without the prior written consent of the other Party.7. TerminationThis Agreement shall remain in effect until the Joint Venture Company is dissolved in accordance with the provisions of the Joint Venture Company's articles of association.8. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Country].IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.[Local Partner][Name][Title][Foreign Partner][Name][Title]篇5Cooperative Operation ContractThis Cooperative Operation Contract ("Contract") is entered into on this 1st day of January 2022, by and between ABC Company, a corporation organized and existing under the laws of the United States of America, with its principal place of business at 123 Main Street, New York, NY 10001 ("ABC Company"), and XYZ Company, a corporation organized and existing under the laws of China, with its principal place of business at 456 Beijing Road, Beijing 100001 ("XYZ Company").WHEREAS, ABC Company and XYZ Company desire to enter into a cooperative operation in order to mutually benefit from each other's expertise, technology, and resources for the purpose of developing, manufacturing, and distributing certain products in the international market;NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:1. Scope of Cooperation1.1 ABC Company and XYZ Company shall collaborate on the development, manufacturing, and distribution of[product/service]. Both Parties shall contribute their expertise, technology, and resources towards achieving the goals of this cooperation.1.2 The Parties shall cooperate in accordance with the terms and conditions set forth in this Contract, as well as any additional agreements that may be entered into between the Parties.2. Obligations of ABC Company2.1 ABC Company shall provide XYZ Company with access to its proprietary technology, research, and development data related to [product/service].2.2 ABC Company shall provide XYZ Company with technical support and training as necessary for the development and manufacturing of [product/service].2.3 ABC Company shall be responsible for the marketing and distribution of [product/service] in the United States and other designated international markets.3. Obligations of XYZ Company3.1 XYZ Company shall provide ABC Company with access to its manufacturing facilities, equipment, and resources for the production of [product/service].3.2 XYZ Company shall manufacture [product/service] in accordance with the quality standards set forth by ABC Company.3.3 XYZ Company shall be responsible for the marketing and distribution of [product/service] in China and other designated international markets.4. Intellectual Property4.1 All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, related to the development, manufacturing, and distribution of [product/service] shall remain with the Party that owns such intellectual property rights.4.2 Any improvements or modifications made to the intellectual property of either Party during the course of this cooperation shall be jointly owned by both Parties.5. Confidentiality5.1 Both Parties agree to maintain the confidentiality of any proprietary information, trade secrets, and other confidentialinformation disclosed by either Party during the term of this Contract.5.2 The confidentiality obligations set forth in this Contract shall survive the termination of this Contract for a period of [number] years.6. Term and Termination6.1 This Contract shall commence on the effective date and shall continue for a period of [number] years unless terminated earlier by mutual agreement of the Parties.6.2 Either Party may terminate this Contract upon written notice to the other Party in the event of a material breach of any provision of this Contract by the other Party.7. Governing Law and Dispute Resolution7.1 This Contract shall be governed by and construed in accordance with the laws of the State of New York, USA.7.2 Any disputes arising out of or in connection with this Contract shall be resolved through amicable negotiations between the Parties. If the Parties are unable to reach a resolution, the dispute shall be submitted to arbitration in accordance with the rules of the American Arbitration Association.IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the date first above written.ABC Company: ________________________XYZ Company: ________________________Signature: _________________Print Name: ________________Title: ________________Signature: _________________Print Name: ________________Title: ________________This Contract is subject to the approval of the Board of Directors of each Party.篇6International Joint Venture AgreementThis Agreement is made and entered into as of [Date], by and between [Company Name], a corporation organized and existing under the laws of [Country], with its principal place of business located at [Address] (hereinafter referred to as "Company A"), and [Company Name], a corporation organizedand 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 to [Specify Purpose of Joint Venture];NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the parties agree as follows:1. Formation of Joint VentureThe parties shall establish a joint venture (the "Joint Venture") for the purpose of [Specify Purpose of Joint Venture]. The Joint Venture shall be operated as a separate legal entity, with Company A and Company B each owning a [Specify Percentage] interest in the Joint Venture.2. Management and ControlThe affairs of the Joint Venture shall be managed by a board of directors consisting of [Specify Number] directors, with each party entitled to appoint [Specify Number] directors to the board. The board shall have the powers and authority to manage and control the operations of the Joint Venture.3. Capital ContributionsCompany A agrees to contribute [Specify Amount] to the capital of the Joint Venture, while Company B agrees to contribute [Specify Amount]. The parties shall make their respective contributions in [Specify Currency] no later than [Date].4. Distribution of Profits and LossesThe profits and losses of the Joint Venture shall be allocated to Company A and Company B in proportion to their respective ownership interests. Any distributions of profits shall be made in accordance with the distribution policy to be adopted by the board of directors.5. DissolutionThe Joint Venture shall continue in existence until [Specify Duration], unless earlier dissolved in accordance with the terms of this Agreement. In the event of dissolution, the assets of the Joint Venture shall be distributed to the parties in proportion to their respective ownership interests after the satisfaction of all liabilities.6. ConfidentialityThe parties agree to keep confidential all information and materials relating to the Joint Venture, unless otherwise required by law or authorized in writing by the other party.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company Name A]By:_________________________Name:_______________________Title:______________________[Company Name B]By:_________________________Name:_______________________Title:______________________This Agreement serves as a binding contract between Company A and Company B for the establishment and operation of a joint venture. It outlines the rights, responsibilities, and obligations of each party, ensuring a clear and mutually beneficial partnership.。

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】。

中外合资经营合同(中英文)

中外合资经营合同（中英文）1500字中外合资经营合同一、合同双方甲方：中国公司（以下简称“中国公司”）地址：_____________法定代表人：_____________营业执照号码：_____________乙方：外国公司（以下简称“外国公司”）地址：_____________法定代表人：_____________注册号码：_____________二、合作内容1. 合资公司名称：本合同双方共同组建的合资公司名称为_____________，注册地点为_____________。

2. 合资比例：合资公司的注册资本总额为_____________人民币，甲方出资占比为_____________，乙方出资占比为_____________。

3. 业务范围：合资公司的业务范围包括但不限于_____________。

4. 项目投资额度：合资公司的项目投资额度为_____________，其中，甲方承担投资额度为_____________，乙方承担投资额度为_____________。

三、合资主要条款1. 注册资金：双方按照合资比例出资，以货币形式和实物形式投入注册资本。

2. 经营管理：合资公司的经营管理采取董事会决策制度，董事会成员由甲方和乙方共同决定。

董事会决议需要以双方出资比例达到三分之二的同意才能生效。

3. 利润分配：根据合资比例，甲方和乙方按照其出资额享有相应的利润分配权。

4. 亏损分摊：合资公司的亏损按照合资比例分摊，无合资比例分摊的部分由各方按照其出资额承担。

5. 合同期限：合资公司的合同期限为_____________年，自合资公司注册成立之日起计算。

6. 解散和清算：合资公司在以下情况下可以解散和进行清算：a. 董事会经过三分之二的一致同意决定解散；b. 合资公司在经营过程中遭遇不可抗力或其他无法继续经营的情况。

解散和清算的过程需根据中国法律进行，并按照合资比例进行资产分配。

四、法律适用及争议解决1. 本合同适用中国法律。

中外合作经营合同英文版5篇

中外合作经营合同英文版5篇篇1Sino-Foreign Cooperative Operation ContractThis Sino-Foreign Cooperative Operation Contract (hereinafter referred to as the "Contract") is made and entered into by Party A, a legal entity with business registration in China, and Party B, a legal entity duly organized under the laws of (specify country), who agree to jointly engage in a cooperative operation.Definitions and InterpretationTerms used in this Contract shall be defined in accordance with the laws of China, and any ambiguity shall be resolved in accordance with the principles of good faith and business ethics.Purpose and Scope of CooperationThe purpose of this Contract is to establish a cooperative partnership between the two parties for the purpose of (specify business activity or industry) in China. The scope of cooperation includes (list specifics: such as investment, joint operation, management, technology transfer, etc.).Terms and Conditions of Cooperation1. Investment: Party A shall contribute (specify amount) in cash/assets, while Party B shall contribute (specify amount) in cash/assets or technology/expertise.2. Management Structure: The cooperative enterprise shall establish a management committee consisting of representatives from both parties. Decisions shall be made by consensus.3. Operation and Profit Distribution: Operation shall be carried out under the joint responsibility of both parties. Profits shall be distributed in accordance with the agreed ratio or specified method.4. Term of Cooperation: The term of this cooperation shall be (specify duration), with an option for renewal upon mutual agreement.5. Termination: The Contract may be terminated under certain conditions specified in the Contract, such as breach of contract, expiration of term, or mutual agreement.Intellectual Property RightsAll intellectual property rights arising from the cooperative operation shall be owned by both parties in accordance with their respective contributions and agreed ownership structure.Confidentiality and Non-CompetitionBoth parties shall maintain confidentiality of sensitive information related to the cooperative operation and refrain from any activity that may harm the interests of the other party during and after the term of this Contract.Risk Management and LiabilitiesBoth parties shall jointly bear risks related to the cooperative operation and be liable for any losses incurred in accordance with their respective responsibilities and agreements.Law and JurisdictionThis Contract shall be governed by and interpreted in accordance with the laws of China. Any dispute arising from or in connection with this Contract shall be submitted to the court(s) located in (specify location) for resolution.Miscellaneous1. This Contract is made in both Chinese and English languages, with equal validity. In case of any discrepancies, the Chinese version shall prevail.2. Any amendment or supplement to this Contract shall be made in writing and approved by both parties.3. This Contract becomes effective upon signature by both parties and shall be registered with relevant authorities in China.Party A: _________________________Party B: _________________________Date: ________________Witness: ________________(Signature Blocks for Both Parties)(Notary's Signature if Registered) （盖章或签字）位置自行处理）请确保整体格式美观清晰，并符合中英文合同规范。

英文版中外合作经营合同范本3篇

英文版中外合作经营合同范本3篇篇1CONTRACT OF COOPERATION FOR BUSINESS OPERATION BETWEEN CHINESE AND FOREIGN PARTIES合同编号：_____________甲方（中方）：________________________ （以下简称“中方”）Party A (Chinese Party): ________________________ (hereinafter referred to as "the Chinese Party")乙方（外方）：________________________ （以下简称“外方”）Party B (Foreign Party): ________________________ (hereinafter referred to as "the Foreign Party")鉴于甲乙双方同意共同合作经营某项业务，在平等互利的基础上，经过友好协商，达成如下协议：WHEREAS Party A and Party B agree to jointly operate a business on the basis of equality and mutual benefit, andthrough friendly consultation, the parties hereby conclude the following agreement:一、合同目的与宗旨This Contract is made for the purpose of establishing a cooperative business operation between the two parties, aiming at mutual success and benefit through joint efforts.二、合作经营项目The cooperative business project is: ________________________ （具体项目描述）。

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篇全文共3篇示例，供读者参考篇1China has been promoting foreign investment and cooperation for several decades. The Chinese government encourages foreign companies to establish partnerships with Chinese companies through joint ventures. However, before entering into a joint venture, it is essential to have a well-drafted joint venture agreement that outlines the terms and conditions of the partnership.Here is a sample format of a joint venture agreement between a Chinese company and a foreign company:Joint Venture AgreementThis Joint Venture Agreement ("Agreement") is made and entered into on [Date], by and between [Chinese company name], a company organized and existing under the laws of the People’s Republic of China, with its registered office located at [Address], (hereinafter referred to as "Chinese Company") and [Foreign company name], a company organized and existingunder the laws of [Country], with its registered office located at [Address], (hereinafter referred to as "Foreign Company").1. Purpose of Joint Venture: The purpose of this joint venture is to [purpose of joint venture].2. Capital Contributions: Each party shall contribute [amount] to the joint venture as follows: Chinese Company [amount] and Foreign Company [amount].3. Ownership: The ownership of the joint venture shall be divided as follows: Chinese Company [%, Foreign Company %]. The profits and losses of the joint venture shall be distributed in accordance with the ownership percentages.4. Management: The management of the joint venture shall be handled by a board of directors consisting of [number] members, with Chinese Company appointing [number] members and Foreign Company appointing [number] members.5. Term: The term of this joint venture shall be [number] years, commencing on [Date] and ending on [Date]. The joint venture may be extended upon 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 prior written consent from the other party.7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.8. Dispute Resolution: Any dispute arising out of this Agreement shall be resolved through arbitration in [City], in accordance with the rules of the [Arbitration Institution].In witness whereof, the parties have executed this Agreement as of the date first above written.[Chinese Company Name]Signature: ____________________________Name: ____________________________Title: ____________________________[Foreign Company Name]Signature: ____________________________Name: ____________________________Title: ____________________________This is a basic format of a joint venture agreement between a Chinese company and a foreign company. It is important to consult legal counsel when drafting a joint venture agreement toensure that all legal requirements are met and that the interests of both parties are protected.篇2Joint venture is a widely-used business model that allows foreign companies to enter the Chinese market and take advantage of local expertise and resources. In order to establish a joint venture in China, a joint venture agreement must be signed between the Chinese and foreign partners. This agreement outlines the terms and conditions of the partnership, including the rights and responsibilities of each party, the share of profits and losses, and the duration of the partnership.Here is a typical format of a Chinese-foreign joint venture agreement, both in Chinese and English:中外合资经营合同Sino-Foreign Joint Venture Agreement本合资经营合同由以下合资方签订：This joint venture agreement is entered into by the following parties:甲方（中方）：________________________________Party A (Chinese party): ________________________________乙方（外方）：________________________________Party B (Foreign party): ________________________________经检阅双方申报的各项合资条件与依法核准的各项资金、占股、分红、技术、管理机构等一致，本合资合同正本一份、副本两份，并经本合资企业董事会讨论．予以通过。

中外合资企业股东协议中英文对照4篇

中外合资企业股东协议中英文对照4篇篇1Sino-Foreign Joint Venture Shareholders AgreementThis Shareholders Agreement (the "Agreement") is entered into on this _____ day of ____________, 20__, by and between:Party A: [Name of the Chinese Party], a company duly organized and existing under the laws of the People's Republic of China, with its registered address at [Address of the Chinese Party]; andParty B: [Name of the Foreign Party], a company duly organized and existing under the laws of [Country of the Foreign Party], with its registered address at [Address of the Foreign Party].Whereas, Party A and Party B wish to establish a joint venture in the form of a limited liability company for the purpose of [Purpose of the Joint Venture];Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:1. Establishment of Joint Venture1.1 The parties shall establish a joint venture company under the laws of the People's Republic of China, to be named [Name of Joint Venture Company] (the "Company").1.2 The registered capital of the Company shall be [Amount in USD], with Party A contributing [Percentage] of the total registered capital and Party B contributing [Percentage] of the total registered capital.2. Management2.1 The management of the Company shall be vested in a Board of Directors, composed of [Number] members, with Party A appointing [Number] members and Party B appointing [Number] members.2.2 The Chairman of the Board of Directors shall be appointed on a rotational basis, with Party A and Party B each taking turns to nominate the Chairman for a term of [Number] years.3. Transfer of Shares3.1 Neither Party A nor Party B shall transfer their shares in the Company to any third party without the prior written consent of the other party.3.2 In the event that either Party A or Party B wishes to transfer their shares in the Company, they shall first offer the shares to the other party at a price to be determined by an independent valuation.4. Distribution of Profits4.1 The profits of the Company shall be distributed to the shareholders in proportion to their respective shareholdings.4.2 Any dividends declared by the Company shall be paid to the shareholders within [Number] days of the declaration.5. Dispute Resolution5.1 Any disputes arising out of or in connection with this Agreement shall be settled amicably through consultation between the parties.5.2 In the event that the parties are unable to resolve the dispute through consultation, the dispute shall be submitted to arbitration in accordance with the rules of the [Arbitration Institution] in [City], [Country].6. Governing Law6.1 This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.6.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [City], [Country].In witness whereof, the parties have executed this Agreement as of the date first above written.Party A: ________________________________Party B: ________________________________[Signatures][Chinese Translation of the Agreement]篇2中外合资企业股东协议中英文对照Shareholder Agreement of Sino-Foreign Joint Venture Enterprise本协议由以下各方自愿签署，以规范和约束中外合资企业的股东关系。

1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。

THE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTUREChapter 1 General ProvisionsIn accordance with the Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign Investment (the "Joint Venture Law") and other relevant Chinese laws and regulations, __________Company and___________ Company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in ________of the People's Republic of China.Chapter 2 Parties of the Joint VentureArticle 1Parties to this contract are as follows:___________Company (hereinafter referred to as Party A), registered with__________ in China,and its legal address is at ___________ (street) __________ (district)___________ (city) ___________China.Legal representative:Name:Position:Nationality:__________Company (hereinafter referred to as Party B), registered with__________. Its legal address at ___________.Legal representative:Name: Position:Nationality:(Note: In case there are more than two investors, they will be calledParty C,D...in proper order).Chapter 3 Establishment of the Joint Venture CompanyArticle 2In accordance with the Joint Venture Law and other relevant Chinese laws and regulations, both parties of the joint venture agree to set up_____________joint venture limited liability company ( hereinafter referred to as the joint venture company).Article 3The name of the joint venture company is __________Limited Liability Company.The name in foreign language is __________.The legal address of the joint venture company is at__________street___________(city)___________ province.Article 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 the parties in proportion to their contributions to the registered capital.Chapter 4 The Purpose, Scope and Scale of Production and BusinessArticle 6The goals of the parties to the joint venture are to enhance economic co-operation technical exchanges, to improve the product quality, develop new products, and gain a competitive position in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each investor.(Note: This article shall be written according to the 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 specific conditions).Article 8The production scale of the joint venture company is as follows:1. The production capacity after the joint venture is put into operation is __________.2. The production scale may be increased up to ____________ with the development of the production and operation. The product varieties may be developed into ___________.(Note: It shall be written according to the specific situation).Chapter 5 Total Amount of Investment and the Registered CapitalArticle 9The total amount of investment of the joint venture company is RMB ___________ (or a foreign currency agreed upon by both parties).Article 10Investment contributed by the parties is Renminbi __________, which will be the registered capital of the joint venture company.Of which: Party A shall pay ____________ Yuan, accounting for __________%; Party B shall pay ___________Yuan, accounting for__________%.Article 11Both Party A and Party B will contribute the following as their investment: Party 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 as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract).Article 12The registered capital of the joint venture company shall be paid in ___________ installments by Party A and Party B according to their respective proportion of their investment.Each installment shall be as follows:(Note: it shall be written according to the concrete conditions).Article 13In case any party to the joint venture intends to assign all or part of his investment subscribed to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority is required. When one party to the joint venture assigns all or part of his investment, the other party has preemptive right.Chapter 6 Responsibilities of Each Party to the Joint 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 joint venture company from relevant departments in charge of China;Processing the application for the right to the use of a site to the authority in charge of the land;Organizing the design and construction of the premises and other engineering facilities of the joint venture company; Providing cash, machinery and equipment and premises ... in accordance with the provisions of Article 11;Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory;Assisting the joint venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;Assisting the joint venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.;Assisting the joint venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed;Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures;Responsible for handling other matters entrusted by the joint venture company.Responsibilities of Party B:Providing cash, machinery and equipment, industrial property ... in accordance with the provisions of Article 11, and responsible for shippingcapital goods such as machinery and equipment etc. contributed asinvestment to a Chinese port;Handling the matters entrusted by the joint venture company, such as selecting and purchasing machinery and equipment outside China, etc.; Providing necessary technical personnel for installing, testing andtrial production of the equipment as well as the technical personnel for production and inspecting;Training the technical personnel and workers of the joint venture company;In case Party B is the licensor, it shall be responsible for 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 third party) so as to obtain advanced production technology needed for realizing the production and operation purpose and the production scale specified in Chapter 4 of the contract, including product design, manufacturing technology, means of testing, materials prescription, standard of quality and the training of personnel etc.(Note: It shall be written in the contract according to the concrete conditions).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 and inspection of products (Note: The name of the products shall be written) provided to the joint venture company must be integrated, precise and reliable. It is to meet the requirement of the joint venture's operationpurpose, and be able to obtain the standard of production quality and production 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 the joint venture company, and pledges that the provided technology should be truly advanced among the same type of technology produced by Party B, the model, specification and quality of the equipment are excellent and it is to meet the requirement of technological operation and practical usage; 3. Party B shall work out a detailed list of the provided technologyand technological service at various stages as specified in the technology transfer agreement to be an appendix to the contract, and guarantee its performance;4. The drawings, technological conditions and other detailedinformation are part of the transferred technology and shall be provided on time;5. During the term of the technology transfer agreement, Party B shall provide the joint venture company with any improvements in the technology and 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 technology transferred within the period specified in the technology transfer agreement.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 are found, 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 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 of the technology transfer agreement, the joint venture company shall havethe right to use, research and develop the imported technology continuously.(Note: The term for a technology transfer agreement is generally nolonger than 10 years, and it shall be approved by the Ministry of Foreign Trade and Economic Cooperation or other examination and approval authorities entrusted by the Ministry of Foreign Trade and Economic Cooperation).Chapter 8 Selling of ProductsArticle 20The products of joint venture company will be sold both on the Chineseand the overseas market, the export portion accounts for __________%,__________% for the domestic market.(Note: An annual percentage and amount for outside and domesticselling will be written out according to practical situations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange 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 the international market, accounting for ___________%.The joint venture company may sign sales contracts with Chineseforeign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for __________%.The joint venture company may entrust Party B to sell its products, accounting for ______________%.Article 22The joint venture's products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive sales, or 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 for maintenance service both in China or abroad subject to the approval of the relevant Chinese department.Article 24The trade mark of the joint venture's products is __________.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 venture company.Article 26The board of directors is composed of __________directors, of which___________shall be appointed by Party A, _________by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman andvice-chairman is four years, their term of office may be renewed if continuously 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 contents shall be listed in the light of Article 36 of the Implementing Regulations for the Joint Venture Law) concerning the joint venture company. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required.(Note: It shall be explicitly set out in the contract).Article 28The chairman of the board is the legal representative of the jointventure 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 29The 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 proposalmade by more than one third of the total number of directors. Minutes of the 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 shall have a general manager, appointed by Party _______, _______ deputy general managers, _______by Party ______; _______by Party ________. The general manager 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 of the joint venture company. The deputy general managers shall assist the general manager in his work.Several department managers may be appointed by the management office, they shall be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy 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 shall have the power to dismiss them at any time.Chapter 11 Purchase of EquipmentArticle 33In its purchase of required raw materials, fuel, parts, means of transportation and articles for office use, etc., the joint venture company shall give first priority to purchase in China where conditions are the same.Article 34In case the joint venture company entrusts Party B to purchaseequipment on the overseas market, persons appointed by the Party A shall be invited to take part in the purchasing.Chapter 12 Preparation and ConstructionArticle 35During the period of preparation and construction, a preparation and construction office shall be set up under the board of directors. The preparation and construction office shall consist of _________ persons, among which ________ persons will be from Party A, _______ persons from Party B. The preparation and construction office shall have one manager recommended by Party _________, and one deputy manager by Party ________. The manager and deputy manager shall be appointed by the board of directors.Article 36The preparation and construction office is responsible for thefollowing concrete works: examining the designs of the project, signing the project construction contract, organizing the purchase and inspection of related equipment, materials, etc., working out the general schedule of project construction, compiling the expenditure plans, controlling project financial payments and final accounts of the project, drawing up managerial methods and keeping and filing documents, drawings, files and materials, etc., during the construction period of the project.Article 37A technical group with several technical personnel appointed by PartyA and PartyB shall be organized. The group, under the leadership of the preparation and construction office, is in charge of the examination, supervision, inspection, testing, checking and accepting, and performance checking of the project design, the quality of the project, the equipment and 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 shall be covered in the project budget.Article 39After having completed the project and finished the turning over procedures, the preparation and construction office shall be dissolved upon the approval of the board of directors.Chapter 13 Labor ManagementArticle 40Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the joint venture companyshall be drawn up between the joint venture company and the trade union of the joint venture company as a whole, or the individual employees in the joint venture company as a whole or individual employees in accordance with the Regulations of the People's Republic of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment and its Implementing Rules.The labor contracts shall, after being signed, be filed with the local labor management department.Article 41The appointment of high-ranking administrative personnel recommendedby 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 14 Taxes, Finance and AuditArticle 42The joint venture company shall pay taxes in accordance with the provisions 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 the People's Republic of China.Article 44Allocations for reserve funds, expansion funds of the joint venture company and welfare funds and bonuses for staff and workers shall be set aside in accordance with the provisions of the Joint Venture Law. The annual proportion of allocations shall be decided by the board ofdirectors according to the business situation of the joint venture company.Article 45The fiscal year of the joint venture company shall be from January 1to December 31. All vouchers, receipts, statistic statements and reports shall be written in Chinese.(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 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 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 and proposal regarding the disposal of profits, and submit them to the board of directors for examination and approval.Chapter 15 Duration of the Joint VentureArticle 48The duration of the joint venture company is ___________ years. The establishment date of the joint venture company shall be the date on which the 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 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 16 The Disposal of Assets after the Expiration of the DurationArticle 49Upon the expiration of the duration, or termination before the date of expiration of the joint venture, liquidation shall be carried out according to the relevant laws. The liquidated assets shall be distributed in accordance with the proportion of investment contributed by Party A andChapter 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 directors in accordance with the provisions of the People's Insurance Company of China.Chapter 18The 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 Party B 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, the duration of the joint 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.Article 53Should the joint venture company be unable to continue its operationor 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 joint 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 54should either Party A or Party B fail to pay on schedule thecontributions in accordance with the provisions defined in Chapter 5 of this contract, the party in breach shall pay to the other party _________% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to pay after 3 months, __________% 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 53 of the contract.Article 55Should 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 56In 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.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 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 contract or whether to delay the execution of the contract according to the effects of the events on the performance of the contract.Chapter 21 Applicable LawThe formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People's Republic of China.Chapter 22 Settlement of DisputesArticle 59Any 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.OrAny 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 __________Arbitration Organization in__________for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties.OrAny 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 settled through consultations, the disputes shall be submitted for arbitration.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 of International Trade in accordance with its rules of procedure.If in ___________, the arbitration shall be conducted by ___________in accordance with its rules of procedure.The arbitral award is final and binding upon both parties.(Note: When formulating contracts, only one of the above-mentioned provisions can be used).Article 60During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute.Chapter 23 Language。