1、对外加工贸易-中外合作经营合同范本(1)the contract for sino-foreign cooperative joint venturechapter 1 general provisionsin accordance with the law of the peoples republic of china on chinese-foreign cooperative joint ventures and other relevant chinese laws andregulations, _company and _company, in accordancewith th
2、e principle of equality and mutual benefit and through friendlyconsultations, agree to jointly set up a cooperative venture in _the peoples republic of china.chapter 2 parties of the cooperative venturearticle1 parties to this contract are as follows: _company (hereinafterreferred to as party a), re
3、gistered with _in china, and its legaladdress is at_(street)_(district)_(city)_china. legal representative: name: position: nationality: _company (hereinafter referred to as party b), registeredwith_. its legal address at_. legal representative: name: position: nationality: (note: in case there are
4、more than two investors, they will be calledparty c, d in proper order).chapter 3 establishment of the cooperative venture companyarticle 2 in accordance with the cooperative venture law and other relevantchinese laws and regulations, both parties of the cooperative ventureagree to set up _cooperati
5、ve venture limited liability company(hereinafter referred to as the cooperative venture company).article 3 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.article
6、4 all activities of the cooperative venture company shall be governed bythe laws, decrees and pertinent rules and regulations of the peoplesrepublic of china.article 5 the organization form of the cooperative venture company is a limitedliability company. the profits, risks and losses of the coopera
7、tiveventure company shall be shared by the parties according to the relevantprovisions thereafter. chapter 4 the purpose, scope and scale of production and businessarticle 6 the goals of the parties to the cooperative venture are to enhanceeconomic cooperation technical exchanges, to improve the pro
8、duct 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 artic
9、le shall be written according to the specificsituations in the contract).article 7 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
10、 contract according to the specificconditions).article 8 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 an
11、d operation. the product varieties may bedeveloped into _. (note: it shall be written according to the specific situation).chapter 5 total amount of investment and the registered capitalarticle 9 the total amount of investment of the cooperative venture company isrmb_(or a foreign currency agreed up
12、on by both parties).article 10 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.)article 11 party a and party b will contribute the following to the
13、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
14、a part of this maincontract).article 12 the right to the use of site contributed by party a shall be for theuse of the cooperative venture company within _days after the approval of the contract. the cash contributed by party b shall be paid in_installment. each installment shall be as follows: (not
15、e: it shall be written according to the concrete conditions).article 13 the machines and equipment contributed by party b as investment shallmeet the needs of the cooperative venture company, and shall be carried to the chinese port_ days before the completion of the premisesconstruction.chapter 6 r
16、esponsibilities of each party to the joint venturearticle 14 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 cooperat
17、ive 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 p
18、arty 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 us
19、e, 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
20、, 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 equi
21、pment, 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
22、 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 com
23、pany; 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 writte
24、n according to the specific situation).chapter 7 distribution of profits and repayment for party bs investmentarticle 15 the cooperative venture company shall distribute its profits inaccordance with the following procedure after paying the income tax: _% as allocations for reserve funds, expansion
25、funds,welfare funds and bonuses for staff and workers of the cooperative venturecompany; _% as repayment for party bs investment and_years scheduled to pay back all party bs investment; _% of the left distributed to party a and _% toparty b.chapter 8 selling of productsarticle 16 the products of coo
26、perative venture company will be sold both on thechinese and 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 operations, in normalconditions, the amou
27、nt for export shall at least meet the needs of foreignexchange expenses of the joint venture company).article 17 products may be sold on overseas markets through the followingchannels: the cooperative venture company may directly sell its products on theinternational market, accounting for _%. the c
28、ooperative venture company may sign sales contracts with chineseforeign trade companies, entrusting them to be the sales agencies orexclusive sales agencies, accounting for _%. the cooperative venture company may entrust party b to sell itsproducts, accounting for _%.article 18 the cooperative ventu
29、res products to be sold in china may be handledby the chinese materials and commercial departments by means of agency orexclusive sales, or may be sold by the cooperative venture companydirectly.article 19 in order to provide maintenance service to the products sold both inchina or abroad, the coope
30、rative venture company may set up sales branchesfor maintenance service both in china or abroad subject to the approval of the relevant chinese department.chapter 9 the board of directors.article 20 the date of registration of the cooperative venture company shall bethe date of the establishment of
31、the board of directors of the cooperativeventure company.article 21 the board of directors is composed of _directors, of which_shall be appointed by party a, _by party b. thechairman of the board shall be appointed by party a, and its vice-chairmanby party b. the term of office for the directors, chairman andvice-chairmans four years, their term of office may be renewed ifcontinuous
