8. THE CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTURE Whole Doc.
Chapter 1 General Provisions
In accordance with the Law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures and other relevant Chinese laws andregulations, _______________Company and _________Company, in accordancewith the principle of equality and mutual benefit and through friendlyconsultations, agree to jointly set up a Cooperative venture in _______the People's Republic of China.
Chapter 2 Parties of the Cooperative Venture
Parties to this contract are as follows: _________Company (hereinafterreferred to as Party A), registered with ______in China, and its legaladdress is at____________(street)_______(district)_____________(city)_____________China.
___________Company (hereinafter referred to as Party B), registeredwith_______. Its legal address at___________.
(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 Company
In accordance with the Cooperative Venture Law and other relevantChinese laws and regulations, both parties of the Cooperative ventureagree to set up ___________Cooperative venture limited liability company(hereinafter referred to as the Cooperative venture company).
The name of the Cooperative venture company is______________ LimitedLiability Company.
The name in foreign language is _________.
The legal address of the joint venture company is at__________street________(city)____________province.
All activities of the Cooperative venture company shall be governed bythe laws, decrees and pertinent rules and regulations of the People'sRepublic of China.
The organization form of the Cooperative venture company is a limitedliability company. The profits, risks and losses of the Cooperativeventure company shall be shared by the parties according to the relevantprovisions thereafter.
Chapter 4 The Purpose, Scope and Scale of Production and Business
The goals of the parties to the Cooperative venture are to enhanceeconomic cooperation technical exchanges, to improve the product quality,develop new products, and gain a competitive position in the world marketin quality and price by adopting advanced and appropriate technology andscientific management methods, so as to raise economic results and ensuresatisfactory economic benefits for each Cooperator.
(Note: This article shall be written according to the specificsituations in the contract).
The productive and business scope of the Cooperative venture companyis to produce ________products; provide maintenance service after the saleof the products; study and develop new products.
(Note: It shall be written in the contract according to the specificconditions).
The production scale of the Cooperative venture company is as follows:
1. The production capacity after the Cooperative 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 Capital
The total amount of investment of the Cooperative venture company isRMB____________(or a foreign currency agreed upon by both parties).
The registered capital of the joint venture company is RMB __________.(Exclusive of the right to the use of the site or the right to theexploitation of the natural resources and premises contributed by PartyA.)
Party A and Party B will contribute the following to the cooperativeventure:
Party A: premises__________m2
the right to the use of the site_________m2
Party B: cash ______________Yuan
machines and equipment ____________Yuan
industrial property __________Yuan
others _____________Yuan, ___________Yuan in all.
(Note: When contributing industrial property as investment, Party Aand Party B shall conclude a separate contract to be a part of this maincontract).
The right to the use of site contributed by Party A shall be for theuse of the cooperative venture company within _______________days afterthe approval of the contract.
The cash contributed by Party B shall be paid in_______________installment. Each installment shall be as follows:
(Note: it shall be written according to the concrete conditions).
The machines and equipment contributed by Party B as investment shallmeet the needs of the cooperative venture company, and shall be carried tothe Chinese port_________ days before the completion of the premisesconstruction.
Chapter 6 Responsibilities of Each Party to the Joint Venture
Party 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 cooperative venturecompany from relevant departments in charge of China;
Processing 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 and otherengineering facilities of the cooperative venture company;
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 cooperative venture company in purchasing or leasingequipment, materials, raw materials, articles for office use, means oftransportation and communication facilities etc.;
Assisting the cooperative venture company in contacting and settlingthe fundamental facilities such as water, electricity, transportationetc.;
Assisting the cooperative venture in recruiting Chinese managementpersonnel, technical personnel, workers and other personnel needed;Assisting foreign workers and staff in applying for entry visas, worklicenses and handling their travel procedures;
Responsible for handling other matters entrusted by the cooperativeventure company.
Responsibilities of Party B:
Providing cash, machinery and equipment, industrial property…… inaccordance with the provisions of Article 11 and Article 12, 13, andresponsible for shipping capital goods such as machinery and equipmentetc. 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 andtrial production of the equipment as well as the technical personnel forproduction and inspecting;
Training the technical personnel and workers of the cooperativeventure company;
In case Party B is the licensor, it shall be responsible for thestable production of qualified products of the cooperative venture companyin 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 7 Distribution of Profits and Repayment for Party B's Investment