the contract for sino-foreign cooperative joint venturewhole doc.
　　chapter 1 general provisionsin accordance with the law of the people's republic of china　on　chinese- foreign cooperative joint ventures and other　relevant　chinese　laws　and regulations, _______________company and　_________company,　in　accordance with the principle of equality and mutual　benefit　and　through　friendly consultations, agree to jointly set up a cooperative　venture　in　_______the people's republic of china.
　　chapter 2 parties of the cooperative 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),　registeredwith_______. 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 cooperative venture companyarticle 2in accordance with the cooperative　venture　law　and　other　relevant chinese laws and regulations, both　parties　of　the　cooperative　venture agree to set up ___________cooperative venture limited liability company(hereinafter referred to as the cooperative venture company).
　　article 3the name of the cooperative 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 cooperative venture company shall be governed by the laws, decrees and pertinent rules　and　regulations　of　the　people'srepublic of china.
　　article 5the 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 businessarticle 6the 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).
　　article 7the 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).
　　article 8the 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 capitalarticle 9the total amount of investment of the cooperative venture　company　isrmb____________(or a　foreign　currency　agreed　upon　by　both　parties).
　　article 10the 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 11party a and party b will contribute the following to　the　cooperativeventure:
　　party a: premises__________m2the right to the use of the site_________m2party b: cash ______________yuanmachines and equipment ____________yuanindustrial property __________yuanothers _____________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).
　　article 12the 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).
　　article 13the 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 venturearticle 14party a　and　party　b　shall　be　respectively　responsible　for　thefollowing matters:
　　responsibilities of party a:
　　handling of applications for approval, registration, business　licenseand other matters concerning the establishment of the 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 investmentarticle 15the cooperative　venture　company　shall　distribute　its　profits　inaccordance with the following procedure after paying the income tax _______% as　allocations　for reserve funds,expansion　funds,welfare funds and bonuses for staff and workers of the cooperative venture company__________%　as　repayment　 for　party　b's　investment　and ___________years scheduled to pay back all party b's investment; ____________% of the left distributed to party a and　___________%　to party b.
　　chapter 8 selling of productsarticle 16the products of cooperative 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 amount for export shall at least meet the needs of foreignexchange expenses of the joint venture company).
　　article 17products may　be　sold　on　overseas　markets　through　the　followingchannels:
　　the cooperative venture company may directly sell its products on　theinternational market, accounting for _________%.
　　the cooperative 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 18the cooperative venture's 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 19in order to provide maintenance service to the products sold　both　inchina or abroad, the cooperative venture company may set up sales branchesfor maintenance service both in china or abroad subject to the approval ofthe relevant chinese department.
　　chapter 9 the board of directorsarticle 20the date of registration of the cooperative venture company　shall　bethe date of the establishment of the board of directors of the cooperativeventure company.
　　article 21the 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　ifcontinuously appointed by the relevant party.
　　article 22the highest authority of the cooperative venture company shall be　itsboard of directors. it　shall　decide　all　major　issues　concerning　thecooperative venture company. unanimous approval shall be required for　anydecisions concerning major issues.　as　for　other　matters,　approval　bymajority or a simple majority shall be required.
　　(note: it shall be explicitly set out in the contract).
　　article 23the　chairman　of　the　board　is　the　legal　representative　of　thecooperative venture company. should the chairman be unable to exercise hisresponsibilities for any reason, he shall authorize the　vice-chairman　orany other directors to represent the joint　venture　company　temporarily.
　　article 24the board of directors shall convene at least one meeting every　year.
　　the meeting shall be called and presided　over　by　the　chairman　of　theboard. the chairman may convene an interim meeting　based　on　a　proposalmade by more than one third of the total number of directors.　minutes　ofthe meetings shall be placed on file.
　　article 25the meeting shall be valid only when more than two thirds of the totalnumber of directors attend. in case of absence, the director shall entrustanother person to attend and vote for him with a trust deed.
　　chapter 10 business management officearticle 26the cooperative venture company shall establish　a　management　officewhich shall be responsible for its daily management. the management officeshall have a general　manager,　appointed　by　party　_____,　______deputygeneral managers, _____by party　_____; _____by party ______. the　generalmanager and deputy general managers whose terms of　office　is　_____yearsshall be appointed by the board of directors.
　　article 27the responsibility　of　the　general　manager　is　to　carry　out　thedecisions of the board and organize and conduct the　daily　management　ofthe cooperative venture company. the deputy general managers shall　assistthe general manager in his work.
　　article 28the general manager　shall　report　to　the　board　of　directors　theoperation conditions of the cooperative company every　three　months,　andmake a financial report every six months.
　　article 29in case of graft or serious dereliction of duty on　the　part　of　thegeneral manager and deputy general managers, the board of directors　shallhave the power to dismiss them at any time.
　　chapter 11 labor managementarticle 30labor contract covering the　recruitment,　employment,　dismissal　andresignation, wages, labor insurance, welfare, rewards, penalties and othermatters concerning the　staff　and　workers　of　the　cooperative　venturecompany shall be drawn up between the cooperative venture company and　thetrade union of　the　cooperative　venture　company　as　a　whole,　or　theindividual employees in the cooperative venture　company　as　a　whole　orindividual employees in accordance with the law of the　people's　republicof china on chinese-foreign cooperative joint ventures.
　　the labor contracts shall, after being signed, be filed with the locallabor management department.
　　article 31the appointment of high-ranking administrative　personnel　recommendedby both　parties,　their　salaries,　social　insurance,　welfare　and　thestandard of travelling expenses etc. shall be decided by　the　meeting　ofthe board of directors.
　　chapter 12 taxes, finance and auditarticle 32the cooperative venture company shall pay taxes in accordance with theprovisions of chinese laws and other relative regulations.
　　article 33staff members and workers of the cooperative venture company shall payindividual income tax according to the individual income tax　law　of　thepeople's republic of china.
　　article 34the fiscal year of the joint venture company shall be from　january　1to december 31. all vouchers, receipts, statistic statements　and　reportsshall be written in chinese.
　　(note: a　foreign　language　can　be　used　concurrently　with　mutualconsent).
　　article 35financial checking and examination of the cooperative venture　companyshall be conducted by an auditor registered in china and reports shall　besubmitted to the board of directors and the general manager.
　　in case party b considers it necessary to　employ　a　foreign　auditorregistered in another country to undertake annual financial　checking　andexamination, party a shall give its　consent.　all　the　expenses　thereofshall be borne by party b.
　　article 36in the first three months of　each　fiscal　year,　the　manager　shallprepare the previous year's balance sheet, profit and loss　statement　andproposal regarding the disposal of profits, and submit them to　the　boardof directors for examination and approval.
　　chapter 13 duration of the cooperative venturearticle 37the duration of the cooperative venture company　is______　years.　theestablishment date of the joint venture company shall be the date on whichthe business license of the cooperative venture company is issued.
　　an application for the extension of　the　duration,　proposed　by　oneparty and unanimously　approved　by　the　board　of　directors,　shall　besubmitted to the ministry of foreign trade and　economic　cooperation　(orthe examination and approval authority entrusted by it) six　months　priorto the expiry date of the joint venture.
　　chapter 14 the　disposal of　assets after the　expiration　of　the durationarticle 38upon the expiration of the duration, the assets shall belong to partya.
　　chapter 15 insurancearticle 39insurance policies of the joint venture company on　various　kinds　ofrisks shall be underwritten with the people's republic　of　china.　types,value and duration of insurance shall be decided by the board of directorsin accordance with the provisions of the　people's　insurance　company　ofchina.
　　chapter 16 the　amendment, alteration and　termination of the con- tractarticle 40the amendment of the contract or　other　appendices　shall　come　intoforce only after a written agreement has been signed by party a and　partyb and approved by the original examination and approval authority.
　　article 41in case of inability to fulfil the contract or to　continue　operationdue to heavy losses in successive years as a result of force majeure,　theduration of the cooperative venture and the contract shall　be　terminatedbefore the time of expiration after being unanimously agreed upon　by　theboard of directors and approved by the original examination　and　approvalauthority.
　　chapter 17 liability for breach of contractarticle 42should the cooperative venture　company　be　unable　to　continue　itsoperation or achieve its business purpose due to the fact that one of　thecontracting parties fails to fulfil　the　obligations　prescribed　by　thecontract and articles of association, or seriously violates the provisionsof the contract and articles of association, that party shall be deemed tohave unilaterally terminated the contract. the other party shall have　theright to terminate the contract in accordance with the provisions　of　thecontract　after　approval　by　the　original　examination　 and　 approvalauthority, and to claim damages. in case　party　a　and　party　b　of　thecooperative venture company agree to continue the operation, the party whofails to fulfil its obligations shall be liable for　the　economic　lossescaused thereby to the joint venture company.
　　article 43should either party a or party b　fail　to　provide　on　schedule　thecontributions in accordance with the provisions defined in　chapter　5　ofthis　contract,　the　party　in　breach　shall　pay　to　the　other　party________yuan, or __________% of the contribution starting from　the　firstmonth after exceeding the time limit. should the party in breach　fail　toprovide　after　______months,　_________yuan,　 or　 _________%　 of　 thecontribution shall be paid to the other party, who shall have the right toterminate the contract and to claim damages from the party　in　breach　inaccordance with the provisions of article 42 of the contract.
　　article 44should all or part of the contract and its appendices be unable to　befulfilled owing to the fault of one party, the party in breach shall　bearthe liability therefor. should it be the fault of both parties, they shallbear their respective　liabilities　according　to　the　actual　situation.
　　article 45in order　to　guarantee　the　performance　of　the　contract　and　itsappendices, both party a and party b shall provide each　other　with　bankguarantees for performance of the contract within __________days after thecontract comes into force.
　　chapter 18 force majeurearticle 46should either of　the　parties　to　the　contract　be　prevented　fromexecuting the contract by force　majeure,　such　as　earthquake,　typhoon,flood, fire, war or other unforeseen　events,　and　their　occurrence　andconsequences are unpreventable and unavoidable, the prevented party　shallnotify the other party by telegram without any delay, and within　15　daysthereafter provide detailed information of the events and a valid documentfor evidence issued by the relevant public notary organization　explainingthe reason of its inability to execute or delay the execution　of　all　orpart of the contract. both parties shall,　through　consultations,　decidewhether to terminate the contract or to exempt part of the obligations forimplementation of the contract or whether to delay the　execution　of　thecontract according to the effects of the events on the performance of　thecontract.
　　chapter 19 applicable lawarticle 47the formation, validity, interpretation, execution and　settlement　ofdisputes in respect of, this contract shall be governed　by　the　relevantlaws of the people's republic of china.
　　chapter 20 settlement of disputesarticle 48any disputes arising from the execution of, or in connection with, thecontract shall be settled　through　friendly　consultations　between　bothparties. in case no settlement can be reached through　consultations,　thedisputes shall be submitted to the foreign economic and trade　arbitrationcommission of the china council for the promotion of　international　tradefor arbitration in accordance with its rules of　procedure.　the　arbitralaward is final and binding upon both parties.
　　article 49during the arbitration, the contract shall be observed and enforced byboth parties except for the matters in dispute.
　　chapter 21 languagearticle 50the contract shall be written in chinese　and　in　____________.　bothlanguage versions are equally authentic. in the event of　any　discrepancybetween　the　two　aforementioned　versions,　the　chinese　version　shallprevail.
　　chapter 22 effectiveness of the contract and miscellaneousarticle 51the appendices drawn up in accordance　with　the　principles　of　thiscontract are integral parts　of　this　contract,　including:　the　projectagreement, the technology transfer agreement,　the　sales　agreement　etc.
　　article 52the contract and its appendices shall come into force commencing　fromthe date of approval　of　the　ministry　of　foreign　trade　and　economiccooperation　of　the　people's　republic　of　china　(or　 its　 entrustedexamination and approval authority).
　　article 53should notices in connection with any party's rights　and　obligationsbe sent by either party a or party b　by　telegram　or　telex,　etc.,　thewritten letter notices　shall　be　also　required　afterwards.　the　legaladdresses of party a and party b listed in　this　contract　shall　be　theposting addresses.
　　article 54the　contract　is　signed　in　__________,　china　by　the　authorizedrepresentatives of both parties on _____, 19_______.
　　for party a　　　　　　　　　　　　　　 for party b(signature)　　　　　　　　　　　　　　 (signature)