合资经营企业公司合同.docVIP

PAGE JOINT VENTURE CONTRACT between ? [PARTY A] and ? [PARTY B] for the Establishment of ? [NAME OF JV CO] ? _______________, 20__ ?__________________ Municipality, Peoples Republic of China TABLE OF CONTENTS Page No. TOC \o 1-1 \h \z 1. DEFINITIONS 1 2. PARTIES TO THE CONTRACT 4 3. REPRESENTATIONS AND WARRANTIES OF THE PARTIES 5 4. ESTABLISHMENT OF THE COMPANY 7 5. PURPOSES, SCOPE OF BUSINESS OF THE COMPANY 8 6. TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL 9 7. TRANSFER OF INTEREST 11 8. RESPONSIBILITIES OF THE PARTIES 14 9. LAND USE RIGHTS 15 10. BUILDING CONSTRUCTION 16 11. BOARD OF DIRECTORS 16 12. MANAGEMENT ORGANIZATION 20 13. LABOUR MANAGEMENT 22 14. ANNUAL OPERATING PLANS AND BUDGETS 23 15. TAXATION, THREE FUNDS AND PROFIT DISTRIBUTION 23 16. FINANCIAL AFFAIRS AND ACCOUNTING 25 17. BANK ACCOUNTS AND FOREIGN EXCHANGE 27 18. CONFIDENTIALITY 27 19. DURATION OF THE COMPANY 28 20. EARLY TERMINATION 28 21. LIQUIDATION AND DISSOLUTION 30 22. LIABILITY FOR BREACH OF CONTRACT 31 23. INSURANCE 32 24. FORCE MAJEURE 32 25. APPLICABLE LAW 33 26. DISPUTE RESOLUTION 33 27. MISCELLANEOUS 34 ANNEXES Annex 1 Articles of Association SCHEDULES Schedule 1 Site Map Schedule 2 Design and Layout Plan of Building Optional Attachments: Land Use Contract Premises Lease Contract Labour Contract PAGE 36 PRELIMINARY STATEMENT THIS JOINT VENTURE CONTRACT is entered into this ? [Date], in accordance with the Law of the Peoples Republic of China on Sino-Foreign Cooperative Joint Ventures and the Detailed Rules for the Implementation of the Law of the Peoples Republic of China on Sino-Foreign Cooperative Joint Ventures (hereinafter collectively referred to as the Joint Venture Law) and other relevant and officially promulgated Chinese laws and regulations between: ? [NAME OF PARTY A] (hereinafter referred to as Party A); AND ? [NAME OF PARTY B] (hereinafter referred to as