1) general rules
2) The parties to the joint venture and the joint venture company
3) Total investment and registered capital
4) Business scope and scale of the joint venture company
5) The business premises of the joint venture company
6) Responsibilities of both parties to the joint venture
7) Technology transfer and confidentiality
8) Technical achievements, proprietary technology and patent management
9) Purchase and sales of the joint venture company
10) Board of Directors
1 1) management organization
12) labor management
13) financial and profit distribution
14) insurance
15) special agreement
16) dispute settlement
17) contract text
18) the validity of the contract and others.
Chapter I General Provisions
_ _ _ _ _ (hereinafter referred to as Party A) and _ _ _ _ _ _ _ (hereinafter referred to as Party B) have agreed to invest in People's Republic of China (PRC) through sincere and friendly negotiation in accordance with the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures, the Implementation Regulations of the Law of the People's Republic of China on Chinese-foreign Joint Ventures and other relevant laws and regulations of the China Municipal Government.
Both parties signed this contract in China on, and both parties shall abide by it.
Chapter II Parties to the Joint Venture and the Joint Venture Company
Article 1 Legal addresses and legal representatives of both parties to the contract:
Party A: _ _ _ _ _ _ _
Legal address: _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _
Title: _ _ _ _ _ _
Nationality: _ _ _ _ _ _
Party B: _ _ _ _ _ _
Legal address: _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _
Title: _ _ _ _ _ _
Nationality: _ _ _ _ _ _
Article 2 The name of the joint venture company is _ _ _ _ _. The English name is _ _ _ _ _.
The legal address of the joint venture company is _ _ _ _ _ _ _ _
Article 3 The business purpose of the joint venture company is to strengthen international economic cooperation and technical exchanges, provide high-quality technical and educational services for computer users in People's Republic of China (PRC) and _ _ _ _, and provide international market information and consulting services, so that all investors can get due profits.
Article 4 The joint venture company is People's Republic of China (PRC), a legal person in China. All activities of the joint venture company in People's Republic of China (PRC) must abide by the laws, decrees and relevant regulations of People's Republic of China (PRC) and be protected by the laws of People's Republic of China (PRC). The joint venture company shall also abide by the provisions of this contract and the articles of association.
Article 5 The organizational form of the joint venture company is a limited liability company.
Party A and Party B are only liable to the joint venture company with their respective subscribed capital contributions. Each party shall share profits, risks and losses in proportion to its contribution to the registered capital.
Article 6 The duration of the joint venture of the contract company is _ _ _ years, counting from the date of establishment. The date of establishment is the date when the business license is issued. With the unanimous consent of Party A and Party B and the approval of relevant departments in People's Republic of China (PRC), the joint venture term of the joint venture company may be extended. Both parties shall reach an agreement to extend the term of the joint venture at the latest six months before the expiration of the joint venture.
Article 7 The conclusion, validity, interpretation, performance and dispute settlement of this contract shall be governed by the laws of People's Republic of China (PRC).
Chapter III Total Investment and Registered Capital
Article 8 The total investment of the joint venture company shall be USD.
Article 9 The capital contribution of Party A and Party B is USD, which is the registered capital of the joint venture company.
Party A and Party B make contributions in the following proportions:
Party A:
_ _ _ _% of the registered capital.
Mode of contribution:
RMB cash equivalent to US dollars. The exchange rate of RMB one dollar is calculated according to the foreign exchange selling price announced by the State Administration of Foreign Exchange on the delivery date.
Party B:
_ _ _ _ _ _ _ accounts for _ _% of the registered capital.
Mode of contribution:
The cash is USD, including some equipment necessary for the operation of the joint venture company.
Article 10 The registered capital of the joint venture company shall be paid by Party A and Party B in two installments in proportion to their capital contributions. Down payment, * * * US dollars, and both parties pay US dollars. And shall be paid within _ _ days from the date of issuance of the business license of the joint venture company. The payment time of the second phase of capital contribution shall be decided by the board of directors of the joint venture company.
Article 11 The opening bank of the joint venture company shall be the Bank of China or other banks agreed by the Bank of China. The foreign exchange invested by Party A and Party B and the foreign exchange income of the joint venture company shall be deposited in the bank. Only when the board of directors decides to convert foreign exchange (in whole or in part) into RMB to pay the expenses of the joint venture company in China can foreign exchange deposits be converted into RMB.
Article 12 If either party fails to pay all or part of its capital contribution within the specified time, the interest on the part with insufficient capital contribution shall be paid to the joint venture company at the annual (365 days) interest rate, calculated on a daily basis and once a month. The exchange rate of RMB against USD is calculated according to the highest exchange rate during the overdue period.
Article 13 After both investors have paid their capital contributions, the joint venture company shall employ a conference teacher registered in China to verify and issue a capital verification report, issue a capital contribution certificate to both investors and report to the relevant departments in China.
Article 14 Any party who transfers or sells all or part of its capital contribution to a third party must obtain the consent of the other party to the joint venture and report it to the examination and approval authority for approval. Neither party can disagree with the transfer requested by the other party without reason.
Chapter IV Business Scope and Scale of the Joint Venture Company
Article 15 The business scope of the joint venture company is to provide the following services to computer users and future users in People's Republic of China (PRC) and China and _ _ _ _ _ _:
(1) Installing/Removing Computer Hardware and Installing Software
(2) improve the computer software and hardware and technical performance.
(3) Maintenance and warranty of computer hardware and software
(4) Computer and external equipment and renovation.
(5) Technical performance appraisal of computers and external devices.
(6) Computer software and hardware technical consulting services.
(7) Site planning of computer system
(8) Provide computer spare parts and standby machines.
(9) Vocational and technical education of computer software and hardware at college level.
(10) Computer price consultation service in international market
(1 1) served as the sales service of _ _ _ _ company in China and _ _ _ _.
(12) Processing nature of incoming materials and export of technical services and advanced technical services
(13) Develop computer system software and application software.
Article 16 Development of the Joint Venture Company:
The first stage: mainly providing services for computer users and future users in China.
The second stage: the establishment of computer technology vocational education institutions at the junior college level.
The third stage: the establishment of branches or branches.
Stage IV: Providing services to _ _ areas outside China.
Chapter v business premises of the joint venture company
Article 17 When the joint venture company is established in China, Party A will provide the places needed for production, operation, education and office on preferential terms, and the joint venture company will pay the rental fee on a monthly basis. The joint venture company signs a lease contract with Party A. The above-mentioned premises can also be built by the joint venture company itself, and Party A will provide the necessary land, water, electricity and other facilities on favorable terms.
Article 18 The land use fee for the use of the site by the joint venture company shall be borne by the joint venture company in accordance with the relevant regulations of the China Municipal Government.
Chapter VI Responsibilities of the Parties to the Joint Venture
Article 19 Responsibility of Party A
(1) Handle the registration, registration, and obtaining business licenses approved by the competent authorities of People's Republic of China (PRC).
(2) Assist the joint venture company to contact and implement the site, water, electricity and other materials required for the execution of this contract.
(3) Select managers, managers, technicians and other staff with considerable level and practical work experience, and take part in the work of the joint venture company after passing the examination.
(4) Assist in handling entry visas and other formalities for personnel dispatched by Party B to the Joint Venture Company. Provide convenience for work and living facilities.
(5) Assist the joint venture company in training its technicians and other staff in China, and the training expenses shall be paid by the joint venture company. Party A offers preferential terms.
(6) Assist the joint venture company to purchase or lease equipment, materials, office supplies, communication facilities, vehicles, fuel and transportation facilities in China.
(7) To provide information on the domestic market in China to the joint venture company and assist the joint venture company to develop sales channels in the domestic market in China.
(8) Assist the joint venture company to obtain foreign exchange required for business activities according to the provisions of this contract.
(9) Assist the joint venture company in handling possible tax reduction, tax refund and tax exemption procedures.
(10) Responsible for handling other related matters entrusted by the joint venture company.
Article 20 Responsibility of Party B
(1) Assist the joint venture company to find computer users in and outside People's Republic of China (PRC) according to the entrustment of the joint venture company. The profits obtained in the resale process shall be owned by the joint venture company, and Party B only charges handling fees or commissions. All commercial activities of Party B within the territory of China and the business scope of the joint venture company shall be conducted through the joint venture company.
(2) Providing spare parts and spare machines for computers and external equipment to the joint venture company at preferential prices; Test instruments and tools; As well as the software and other products needed by the joint venture company.
(3) According to the requirements of the joint venture company, Party B shall send excellent managers and technicians to participate in the operation and management of the joint venture company, and participate in the technical work of computer hardware installation, maintenance and software development or provide technical guidance in China or _ _. The joint venture company shall pay Party B and bear the daily expenses of the above-mentioned personnel.
(4) Assist the joint venture company to handle the entry visa formalities for the personnel of the joint venture company, and provide convenience for work, study and life.
(5) According to the training plan required by the joint venture company, accept the management personnel and technical personnel selected by the joint venture company for training on Party B's equipment and school. After training, you should be able to work independently according to what you have learned. The training fee is halved according to Party B's standard price. The joint venture company shall pay the training fees and the trainees' travel expenses and living expenses.
(6) Providing government permission for the joint venture company to sell or serve computer products outside People's Republic of China (PRC) and China. Provide know-how to install, manage, maintain and update computers and their systems to the joint venture company.
(7) Provide international market information to the joint venture company on a regular basis, and assist the joint venture company in exporting technical services and processing advanced technical services with supplied materials.
(8) Try to help the agents of the joint venture company to sell computer hardware and software services, and pay commissions to the joint venture company.
(9) To handle other relevant matters entrusted by the Joint Venture Company.
Chapter VII Technology Transfer and Confidentiality
Article 21 The joint venture company may sign a technology transfer agreement with Party A, Party B or any third party in order to obtain the advanced technology, patents and proprietary technology needed to realize the business purpose, business scope and scale stipulated in this contract, and the technology transfer between Party A or Party B and the joint venture company shall enjoy preferential conditions.
Article 22 The inventions, patents or know-how obtained by the joint venture company in the course of its operation belong to the joint venture company, and all relevant materials are kept by the joint venture company independently.
Article 23 The confidentiality of the patent right or proprietary technology obtained by the joint venture company through the technology transfer agreement shall be handled in accordance with the provisions of the relevant transfer agreement signed by both parties.
Article 24 Without the approval of the joint venture company, the parties to the joint venture shall not use the technical knowledge owned by the joint venture company. When any party to the joint venture wants to use the technical knowledge of the joint venture company, it must sign a technology transfer agreement with the joint venture company and fulfill the confidentiality provisions stipulated in the agreement, and the joint venture company will charge a technology transfer fee at a preferential price.
Article 25 The parties to a joint venture shall require their personnel stationed in the joint venture company to fulfill the obligation of keeping technical knowledge confidential.
Chapter VIII Technical Achievements, Proprietary Technology and Patent Management
Article 26 The development or improvement of inventions, software or know-how formed by employees, subcontractors and agents of the joint venture company during their work for the joint venture company shall be owned by the joint venture company. An application for a patent for invention related to this shall be filed in the name of the joint venture company.
Chapter IX Procurement and Sales of the Joint Venture Company
Article 27 The raw materials, equipment, spare parts, computers and external equipment required by the joint venture company shall be purchased in China first. The joint venture company shall strive to enjoy the same price as other units in China when purchasing in China, and pay in RMB. If the goods purchased in China market cannot meet the requirements of the joint venture company (including but not limited to price, quantity, quality, performance and availability), the joint venture company will purchase from Party B at preferential prices. However, if Party B's price is higher than the international market price, the joint venture company can purchase on its own in the international market. If the joint venture company intends to buy in the international market, it will inform Party B of the price and conditions.
Article 28 The sales, computer services and training of spare parts and any computer equipment, software, special tools and other products in the spare parts warehouse of the Joint Venture Company may be carried out by the Joint Venture Company and its branches in China or _ _ _ _ _ countries, or entrusted by both parties or a third party. This kind of activity should not only abide by the relevant laws and decrees of the China municipal government, but also refer to the relevant provisions of the _ _ _ _ _ government. Under competitive conditions, the prices of these products and services should ensure the profitability of the joint venture company. Sales of computer hardware and software not produced in China or produced by branches of the joint venture company will be conducted by the joint venture company as the agent of Party B. Relevant agreements shall be signed by Party B and the customer. Except for the resale and re-export of the joint venture company.
The joint venture company will receive a certain percentage of commission for hardware agency sales.
The commission will be paid to the joint venture company only after Party B receives the payment from the customer who can use it immediately, and the commission will be paid to the joint venture company in the same payment form as that received by Party B. ..
Chapter X Board of Directors
Article 29 The date of registration of the joint venture company shall be the date of establishment of the board of directors of the joint venture company. The board of directors is the highest authority of the joint venture company and decides all major issues of the joint venture company.
Article 30 The board of directors is composed of directors, of whom one is appointed by Party A and the other by Party B. The chairman is appointed by Party A and the vice chairman is appointed by Party B. The term of office of the board of directors is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 31 The chairman of the board of directors is the legal representative of the joint venture company. If the chairman is unable to perform his duties for some reason, he may temporarily authorize the vice chairman to be the representative.
Article 32 A director may entrust others as his authorized agent to exercise his rights at the board meeting. In this case, a power of attorney shall be submitted to the board of directors.
Article 33 The decisions of the board of directors shall be adopted by a majority of the directors present at the meeting or their authorized agents, but major issues shall be approved by all directors or their authorized agents, including (but not limited to):
(1) Revision of Articles of Association
(2) Disposal of abnormal situations, including establishment, cancellation and expansion of abnormal situations.
(3) increase or transfer of registered capital
(4) Date of contribution of the remaining contributions of both parties.
(V) Changes in business scope
(six) merger with other economic organizations.
(7) Profit distribution plan
(8) To appoint or dismiss the general manager, deputy general managers, chief engineers, chief accountants and independent auditors.
(9) Budget decision or final accounts approval
(10) Determination of price and sales conditions
(1 1) Signing of contracts exceeding $ _ _ _
(12) Establishment or revocation of branches or branches
(13) Borrowing more than _ _ _ dollars every quarter or _ _ _ dollars every year.
Article 34 The board of directors shall be convened once a year, which shall be convened and presided over by the chairman. The board of directors shall be convened within the first three months of the fiscal year of the joint venture company. When the chairman is unable to convene, the vice chairman shall convene and preside over it. If there are special circumstances, an interim meeting of the board of directors may be convened upon the proposal of the chairman or more than two thirds of the directors. The meeting of the board of directors is generally held at the legal address of the joint venture company, but it can be held elsewhere upon the decision of the board of directors.
Chapter II XI Management Organization
Article 35 The joint venture company shall set up an operation and management organization to be responsible for the daily operation and management of the joint venture company. The management organization shall have a general manager, who shall be recommended by both parties. The first general manager is recommended by Party A.. The first deputy general manager is recommended by Party A.. The management organization shall include a chief accountant. The above-mentioned personnel shall be appointed by the board of directors for a term of four years. With the approval of the board of directors, they may be re-elected.
Article 36 The responsibility of the general manager is to implement the resolutions of the board meeting and organize and lead the daily operation and management of the joint venture company. The deputy general manager assists the general manager in his work.
The management organization may have several department managers, who are respectively responsible for the work of each department of the joint venture company, handle matters assigned by the general manager and deputy general manager, and be responsible to the general manager and deputy general manager.
Article 37 If the general manager, deputy general manager and chief accountant are engaged in graft or serious dereliction of duty, they are unable or unwilling to perform their duties, or cannot run the joint venture company smoothly, they may be replaced at any time upon the decision of the board of directors.
Chapter XII Labor Management
Article 38 When recruiting employees, the joint venture company shall be hired after passing the examination. In the first year of the contract, the selection, assessment and employment of personnel shall be jointly conducted by the joint venture company and Party A and Party B. ..
Article 39 The recruitment, dismissal, resignation, wages and benefits, labor protection, labor insurance, labor discipline and other matters of the staff and workers of the joint venture company shall be implemented in accordance with the Regulations on Labor Management of People's Republic of China (PRC) and the Regulations on Labor Management of Chinese-foreign Joint Ventures and their implementation methods. The plan shall be formulated by the board of directors and stipulated in the labor contract signed by the joint venture company.
Article 40 The appointment, salary, social insurance, welfare and travel expenses of senior management recommended by Party A and Party B shall be decided by the board meeting.
Chapter XIII Finance and Profit Distribution
Article 41 The financial accounting system and foreign exchange management of the joint venture company shall be handled in accordance with the relevant laws and regulations of People's Republic of China (PRC). However, in order to make the joint venture company have enough foreign exchange, arrangements should be made.
Article 42 The joint venture company shall adopt the internationally accepted accrual basis and debit and credit bookkeeping method for bookkeeping. All vouchers, bookkeeping, receipts and payments, account books and statistical statements are written in Chinese and English. The RMB revenue and expenditure and the US dollar revenue and expenditure of the joint venture company shall be accounted for separately, with RMB as the unified accounting unit.
Article 43 The accounting system of the joint venture company adopts the calendar year system, starting from 1 month 1 day of the Gregorian calendar year to1February 3 1 day.
Article 44 The gross profit earned by the joint venture company shall be the distributable profit of the joint venture company after the company income tax is paid in accordance with the tax laws of People's Republic of China (PRC) and the state, after deducting the reserve fund, employee bonus and welfare fund and enterprise development fund. The distributable profits are distributed according to the investment ratio of both parties. The proportion of the above three funds shall be decided by the board of directors according to the operation of the joint venture company, and the proportion deducted from the reserve fund and employee welfare fund shall exceed _ _% of the gross profit, and the provisions of relevant laws and decrees of People's Republic of China (PRC) shall be observed.
Article 45 The distributable profits of the joint venture company shall be distributed in proportion to the capital contribution of each party, and the joint venture company shall have the priority to obtain foreign exchange. After the distribution is completed, the joint venture company will immediately remit it to the account banks of all parties. With the assistance of Party A, the joint venture company will settle the RMB portion of Party A's profits in the form of processing fees.
Article 46 The relevant taxes of the joint venture company shall be handled in accordance with the relevant tax laws of People's Republic of China (PRC). The joint venture company will try its best to obtain preferential treatment of tax reduction and exemption, that is, according to the current laws and regulations, the joint venture company will be exempted from income tax in the first year of profitable operation, and the income tax will be reduced or exempted in subsequent years. The joint venture company will also apply for various preferential treatment of tax reduction and exemption for the longest allowable period.
Article 47 The financial audit of the joint venture company shall employ an auditor registered in China to examine and audit all vouchers, bookkeeping, income and expenditure, account books, statistical statements and financial reports of the joint venture company, and report the results to the board of directors and the general manager. If Party A or Party B wants to hire other auditors of his own choice to examine the annual financial affairs, he has the right to do so, and the joint venture company will give full cooperation, and the expenses of other auditors hired shall be borne by Party A. However, the internal expenses of any such additional audit shall be borne by the joint venture company.
Chapter XIV Insurance
Article 48 All insurances of the joint venture company shall be covered by insurance companies in China. The scope, value and duration of insurance shall be discussed and decided by the board of directors. The insurance premium will be paid by the joint venture company.
Article 49 If the insurance of the joint venture company does not fall within the business scope of any insurance company in China, it may be insured by an insurance company outside China agreed by both parties. The scope, value and duration of insurance shall be discussed and decided by the board of directors.
Chapter XV Special Agreement
Article 50 If any clause of this contract is blocked or even unable to be implemented due to the change of relevant laws, decrees and policies of China or the _ _ _ _ government, one party concerned must immediately notify the other party and immediately hand over the above-mentioned relevant documents.
Article 51 When the above Article 50 occurs, both parties shall make corresponding amendments to this contract through consultation, so as to protect the investors of both parties from losses. If one party does not agree to the above changes, the other party has the right to terminate this contract according to Article 54, but it shall notify the other party in writing _ _ _ days in advance.
Article 52 If the joint venture company is unable to operate or it is difficult or impossible to perform this contract due to the influence of earthquake, typhoon, flood, fire, war and other unforeseeable force majeure accidents, the party suffering from the above-mentioned force majeure accidents shall immediately telegraph the accident to the other party, and shall provide the other party with the details of the accident and valid documents proving the influence or damage to the operation of the joint venture company within the shortest time. The certificate shall be issued by the notary office where the accident occurred. According to the damage or influence of the accident to the joint venture company, both parties shall decide through consultation whether to dissolve the joint venture company, partially exempt or suspend its business activities, or stop its business activities.
Article 53 If the joint venture company is unable to operate due to irresistible accidents or continuous losses, it may be submitted to the competent authority that originally approved this contract for approval after unanimous approval by the board of directors.
Article 54 Any party to the joint venture fails to perform the obligations stipulated in this contract or the Articles of Association, or seriously violates the provisions of this contract or the Articles of Association, so that the joint venture company cannot continue to operate or achieve the business objectives stipulated in this contract, which shall be regarded as a breach of contract. In addition to claiming compensation from the defaulting party, the other party to the joint venture has the right to terminate this contract according to the provisions of this contract. If both parties to the joint venture still agree to continue to operate, the breaching party shall compensate the economic losses of the joint venture company.
Article 55 If the joint venture company fails to extend its term of operation or terminate its dissolution before the expiration of its term of operation, the board of directors shall set up a liquidation committee and propose liquidation procedures. The property of the joint venture company will be liquidated according to the book balance at the time of liquidation. Cash should be paid in cash, and other properties including accounts receivable should be converted into cash at the highest price available in China or the international market at that time. After paying off the debts, the liquidation property shall be distributed to Party A and Party B according to the investment ratio of both parties. After the distribution is completed, the joint venture company will immediately remit it to the account banks of all parties.
Article 56 Upon termination of this contract, if the joint venture company still has assets or products in the sales area, both parties may purchase these assets or products according to the agreement of the joint venture company, but they shall not exceed the purchase price. These amounts should be recorded in the balance sheet.
Article 57 Upon the termination of this contract, it shall be handled in accordance with Articles 55 and 56 of this contract, and either party may have the priority to purchase the property allocated by the other party during liquidation.
Article 58 Any amendment to this contract and its annexes shall come into effect only after the parties to the joint venture sign a written agreement and report it to the competent department that originally approved this contract for approval.
Chapter XVI Settlement of Disputes
Article 59 Disputes and demands arising from the validity or extension of the contract, or disputes and demands related to the termination of the contract. It should be settled by the two parties concerned through sincere consultation and negotiation in an atmosphere of friendship and trust. If both parties fail to settle the dispute within _ _ _ days, the dispute shall be submitted to _ _ arbitration institution for arbitration in accordance with the arbitration rules in effect on the date of signing this agreement. The arbitration will be conducted by an arbitrator selected by the _ _ _ _ arbitration court. His decision will be final and binding on both parties. The whole arbitration process, including debate and summary, was held in _ _ _ _ _ _. The award of the arbitration court is considered final and binding on both parties. The expenses related to arbitration shall be borne by the losing party. Each party shall bear the expenses of its experts, witnesses and legal advisers.
Article 60 During the arbitration, this contract shall continue to be performed except for the disputed part under arbitration.
Chapter XVII Contract Text
Article 61 This contract is written in Chinese and English, both of which have the same legal effect.
Chapter XVIII Validity of Contract and Others
Article 62 This contract, including annexes, schedules, attached documents and appendices, shall come into effect only after being signed by authorized representatives of both parties and approved by relevant departments in China.
Article 63 The annex (omitted) of this contract is an integral part of this contract.
Article 64 After the termination of this contract, the prefix _ _ _ _ and _ _ _ shall not be used without the written permission of Party A..
Article 65 Both parties may send a notice to the other party by telex or telegram. However, if the notice involves the rights or obligations of both parties, it shall be notified in writing at the same time. Mail should be registered by prepaid airmail.
The legal addresses of both parties are mail receiving addresses.
Article 66 This contract was signed by the authorized representatives of Party A and Party B in Chinese and English in China on.
Party A (signature): _ _ _ _ _ _
Party B (signature): _ _ _ _ _ _