中外合作经营合同格式(中英)_

ity,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 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 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 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

　　Article 9

　　The total amount of investment of the Cooperative venture company isRMB____________(or a foreign currency agreed upon 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 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).

　　Article 12

　　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).

　　Article 13

　　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

　　Article 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 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

　　Article 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 funds,welfare funds and bonuses for staff and workers of the cooperative venturecompany;

　　____________% 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 ___________% toParty B.

　　Chapter 8 Selling of Products

　　Article 16

　　The 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 acc

ording to practical operations, in normalconditions, the amount 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 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 18

　　The 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 19

　　In 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 Directors

　　Article 20

　　The date of registration of the cooperative venture company shall bethe date of the establishment of 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 ifcontinuously appointed by the relevant party.

　　Article 22

　　The 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 23

　　The 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 24

　　The 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 25

　　The 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 Office

　　Article 26

　　The cooperative venture company shall establish a ma

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