中外合资经营合同格式(中英)

hall give its consent. All the expenses thereofshall be borne by Party B.

　　Article 47

　　In 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 15 Duration of the Joint Venture

　　Article 48

　　The duration of the joint venture company is ___________ years. Theestablishment date of the joint venture company shall be the date on whichthe 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 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 16 The Disposal of Assets after the Expiration of the Duration

　　Article 49

　　Upon the expiration of the duration, or termination before the date ofexpiration of the joint venture, liquidation shall be carried outaccording to the relevant laws. The liquidated assets shall be distributedin accordance with the proportion of investment contributed by Party A andParty B.

　　Chapter 17 Insurance

　　Article 50

　　Insurance 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 18 The Amendment, Alteration and Termination of the Con- tract

　　Article 51

　　The 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 52

　　In 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 joint venture and the contract shall be terminated beforethe time of expiration after being unanimously agreed upon by the board ofdirectors and approved by the original examination and approval authority.

　　Article 53

　　Should the joint venture company be unable to continue its operationor 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 the jointventure company agree to continue the operation, the party who fails tofulfil its obligations shall be liable for the economic losses causedthereby to the joint venture company.

　　Chapter 19 Liability for Breach of Contract

　　Article 54

　　should either Party A or Party B fail to pay on schedule thecontributions in accordance with the provisions defined in Chapter 5 ofthis contract, the party in breach shall pay to the other party _________%of the contribution starting from the first month after exceeding the timelimit. Should the party in breach fail to pay after 3 months, __________%of the contribution shall be paid to the other party, who shall have theright to terminate the contract and to claim damages from the party inbreach in accordance with the provisions of Article 53 of the contract.

　　Article 55

　　Should 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 56

　　In 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.

　　Chapter 20 Force Majeure

　　Article 57

　　Should 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 21 Applicable Law

　　Article 58

　　The 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 22 Settlement of Disputes

　　Article 59

　　Any 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.

　　Or

　　Any 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 __________Arbitration Organization in__________for arbitration in accordance with its rules of procedure. Thearbitral award is final and binding upon both parties.

　　Or

　　Any 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 settled through consultations, thedisputes 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 ofInternational Trade in accordance with its rules of procedure.

　　If in ___________, the arbitration shall be conducted by ___________inaccordance with its rules of procedure.

　　The arbitral award is final and binding upon both parties.

　　(Note: When formulating contracts, only one of the above-mentionedprovisions can be used).

　　Article 60

　　During the arbitration, the contract shall be observed and enforced byboth parties except for the matters in dispute.

　　Chapter 23 Language

　　Article 61

　　The 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 24 Effectiveness of the Contract and Miscellaneous

　　Article 62

　　The 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 63

　　The 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 64

　　Should 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 65

　　The contract is signed in ___________, China by the authorizedrepresentatives of both parties on __________, __________.

　　For Party A                     For Party B

　　(Signature)                    (Signature)

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