Establishment Of Sino Foreign Joint Venture Contract (Technical Service)

Catalog

1) general provisions

2) parties to joint venture and joint venture companies

3) total investment and registered capital

4) the scope and scale of operation of the joint venture company.

5) the place of operation of the joint venture company

6) responsibilities of both parties

7) technology pfer and secrecy

8) technological achievements, know-how and patent management

9) purchase and sale of joint venture company

10) board of directors

11) management organization

12) labor management

13) financial and profit distribution

14) insurance

15) special agreement

16) settlement of disputes

17) contract words

18) the entry into force of the contract and others.

general provisions

According to the law of the People's Republic of China on Sino foreign joint ventures and the regulations on the implementation of the Sino Foreign Joint Ventures Law of the People's Republic of China and other relevant provisions of the Chinese government (hereinafter referred to as the law), we have agreed to jointly invest in People's Republic of China (hereinafter referred to as China) to establish a joint venture, hereinafter referred to as the joint venture company (hereinafter referred to as Party B).

The two sides signed this contract in China for the month of the month of the month of the month of the year.

The second chapter: all parties to joint venture and joint venture companies.

Article 1 the legal addresses and legal representatives of the parties hereto:

A: Fang, Wei and Yu.

Legal address:

The legal representative: the position of the "king of justice".

Chinese Nationality: the Chinese people

Legal address:

The legal representative: the position of the "king of justice".

Chinese Nationality: the Chinese people

The second party is: the Chinese people.

Legal address:

Legal representative:

Duty: the right and wrong

Chinese Nationality: the Chinese people

The second name of the joint venture company is "".

English name.

The legal address of the joint venture company is:

The purpose of the third joint venture company is to strengthen international economic cooperation and technology exchange, and adopt advanced technology to provide high quality technology and education services to computer users in People's Republic of China and the region of the region, provide international market information and provide advisory services, and enable investors to earn their due profits.

The fourth joint venture company is a legal person of the People's Republic of China.

All activities of the joint venture company in People's Republic of China must abide by the laws, decrees and relevant regulations of the People's Republic of China, and shall be protected by the laws of People's Republic of China.

The joint venture company shall also abide by the provisions of this contract and its articles of association.

The fifth joint venture company's organizational form is limited liability company.

Party A and Party B shall only be responsible for the joint venture company with their respective capital contributions.

The parties share profits and risks and losses in proportion to their capital contributions in the registered capital.

The sixth joint venture company has a joint venture term of the year from the date of establishment.

The date of establishment is the date of issuance of the business license.

After the consent of both parties A and B have been approved by the relevant departments of People's Republic of China, the joint venture period of the joint venture company may be extended.

The two parties shall reach an agreement to extend the term of the joint venture within six months before the date of expiry of the joint venture.

Seventh the settlement, validity, interpretation, performance and dispute settlement of this contract shall be governed by the laws of the People's Republic of China.

The third chapter of total investment and registered capital

The total amount of investment of the eighth joint venture company is USD.

The capital contribution of the ninth parties to the joint venture is the capital of the joint venture.

The Party A and B are invested in the following proportions:

First party：

Accounts for% of the registered capital.

Accounts for% of the registered capital.

Mode of contribution:

It is converted into RMB in cash.

The price of one US dollar is calculated according to the foreign exchange selling price announced by the State Administration of foreign exchange on the date of delivery.

Party B:

The gross domestic product accounts for% of the registered capital.

Mode of contribution:

Cash in US dollars, including some equipment necessary for the operation of the joint venture company.

Tenth the registered capital of the joint venture company is divided into two phases according to its contribution ratio.

In the first phase, the US dollar will be paid, and each side will pay $10000.

And shall be paid within days after the date of issuance of the business license of the joint venture company.

The time of payment for the second phase is determined by the board of directors of the joint venture company.

The eleventh Bank of the joint venture company is the other bank agreed by the Bank of China or the Bank of China.

Party A and Party B's foreign exchange and the foreign exchange earnings of the joint venture company shall be deposited in the opening bank with foreign exchange.

Only when the Board decides to convert foreign exchange (all or part of its shares) into Renminbi to pay the expenses of the joint venture in China, then the foreign exchange deposit can be cashed to RMB.

Article twelfth if any party fails to pay all or part of the capital contribution in accordance with the stipulated time, the less funded part will pay interest to the joint venture company on a yearly basis (365 days).

The US dollar price ratio is calculated according to the highest parity price.

After the thirteenth parties have paid the amount of investment, the joint venture company shall employ the registered accountant in China to verify it, and issue a capital verification report, issue a capital contribution certificate to both parties, and report it to the relevant departments of China.

The fourteenth Party A and B shall pfer or sell all or part of their capital contribution to the third party, subject to the consent of the other side of the joint venture and submit it to the examining and approving organ for approval.

Neither party can disagree with the other party's request for pfer without reason.

The fourth chapter is about the scope and scale of the joint venture company.

The fifteenth business scope of the joint venture company is to provide the following services to the computer users and future users in the territory of People's Republic of China and in the area of:

(1) installation and removal of computer hardware and installation of software.

(2) improving the technical performance of computer hardware and software.

(3) maintenance and warranty of computer hardware and software.

(4) renovation and modification of computers and external equipment

(5) technical performance appraisal of computers and peripherals

(6) technical advisory services for computer hardware and software technology

(7) site planning of computer system

(8) supply computer spare parts and spare parts.

(9) college level computer hardware and software vocational and technical education.

(10) consulting services for computer prices in the international market

(11) the sales and marketing services of the company in China and in the area of

(12) export of skilled labor and advanced technical services for processing materials.

(13) developing computer system software and application software.

Sixteenth development of the joint venture company:

Phase I: providing services for computer users and future users in China.

The second stage: the establishment of a computer technology vocational education institution at the junior college level.

The third stage: establishing branches or branches.

The fourth stage: providing services for the overseas Chinese region.

The fifth chapter is the joint venture company's business premises.

The seventeenth joint venture company is set up in China. The production, business, education, office and other places needed are provided by Party A on favorable terms, and the joint venture company pays the rental fee on a monthly basis.

The joint venture company signs a lease contract with Party A.

The above premises can also be built by the joint venture company, and Party A can provide necessary land and water and electricity facilities with the preferential conditions that can be obtained.

The land use fee of the eighteenth sites used by the joint venture company shall be borne by the joint venture company in accordance with the relevant regulations of the Chinese government.

The sixth chapter is the responsibility of both parties.

Nineteenth Party A's responsibility

1. handle registration, registration and business license approval with the competent authorities of People's Republic of China.

2. to assist the joint venture company in contacting and implementing the premises, water, electricity and other materials necessary for the implementation of the contract.

3. managers, managers, technicians and other staff members who have fairly high level of practical experience will be selected to participate in the work of the joint venture company after passing the examination.

4. assist in the process of sending party B's entry visas to the staff of the joint venture company.

It also provides convenience for work and living facilities.

5. to assist the joint venture company in the training of the technical personnel and other staff members of the joint venture company in China, and the training fee shall be paid by the joint venture company, and Party A shall provide preferential conditions.

6. assisting the joint venture company to purchase or lease equipment, materials, office supplies, communications facilities, pportation, fuel and pportation facilities in China.

7. to provide information on China's domestic market to the joint venture company, and to assist the joint venture company in opening up an agent sales channel in China's domestic market.

8. assisting the joint venture company in handling foreign exchange formalities necessary for carrying out business activities according to the provisions of this contract.

9. assist the joint venture company in handling possible tax reduction, tax rebate and tax exemption procedures.

10. responsible for other matters entrusted by the joint venture company.

Twentieth Party B's responsibilities:

1. assist the joint venture company to search for computer users outside People's Republic of China based on the entrustment of the joint venture company.

The profit gained during the resale process is owned by the joint venture company, and Party B only charges commission or commission.

All business activities of Party B in China and in the area of the joint venture company shall be carried out through the joint venture company.

2. to provide the joint venture company with spare parts and spare parts for computers and peripherals, testing instruments and tools, and software, and other products needed for the operation of the joint venture company at preferential prices.

3. according to the requirements of the joint venture company, Party B shall appoint excellent managerial personnel and technical personnel to participate in the management of the joint venture company and participate in the technical work or technical guidance in the installation, maintenance and development of computer hardware, etc. in the areas of China or the region.

The joint venture company pays Party B and assumes the daily expenses of the afore-mentioned personnel.

4. to assist the joint venture company in handling the entry visa procedures of the joint venture company personnel and to provide convenience for work, study and living facilities.

5. according to the training plan required by the joint venture company, the management and technical personnel selected by the joint venture company shall be trained in the equipment and schools of Party B.

After training, they can work independently according to their contents.

The training fee will be reduced by half according to the standard price of Party B.

The joint venture company pays training fees and travel expenses and living expenses for trainees.

6. to provide the joint venture company with a permit to sell or service computer products outside People's Republic of China.

Provide the joint venture company with know-how for installation, management, maintenance and renovation of computers and their systems.

7. regularly provide international market information to the joint venture company, and assist the joint venture company in processing export of skilled labor and advanced technical services.

8. do our best to help the agent of the joint venture sell computer hardware and software services and pay commission to the joint venture company.

9. responsible for other matters entrusted by the joint venture company.

The seventh chapter is technology pfer and confidentiality.

Twenty-first the joint venture company may sign a technology pfer agreement with Party A or Party B or any third party so as to obtain advanced technology, patents and know-how (Know-how) needed for the purposes, scope of operation and scale required by this contract.

The twenty-second invention or patent or proprietary technology acquired by the joint venture company in the course of its operation is owned by the joint venture company, and all the relevant information is kept independently by the joint venture company.

Twenty-third the secrets of the professional rights or proprietary technologies acquired by the joint venture through the technology pfer agreement shall be handled according to the relevant pfer agreement signed by both parties.

Article twenty-fourth no party shall not use the technical knowledge possessed by the joint venture company without the approval of the joint venture company.

If any party of a joint venture wants to use the technical knowledge of the joint venture company, it shall sign a technology pfer agreement with the joint venture company and fulfill the confidentiality provisions stipulated in the agreement, and the joint venture company shall charge the technology pfer fee at the preferential price.

The twenty-fifth parties of the joint venture require each person who is assigned to work in the joint venture company to perform confidential duties on technical knowledge.

The eighth chapter is about technological achievements, know-how and patent management.

Twenty-sixth inventions, inventions or improvements made by the employees, subcontractors and agents of the joint venture in the course of working for the joint venture company shall be owned by the joint venture company.

The patent application relating to the invention is carried out in the name of the joint venture company.

The ninth chapter is the purchase and sale of the joint venture company.

Twenty-seventh the spare parts and spare parts of raw materials, equipment, computers and peripherals needed by the joint venture company shall be preferred to be purchased in China.

The purchase of the joint venture company in China shall be the same as that of other units in China, and shall be paid in Renminbi.

If the items purchased in the Chinese market can not meet the requirements of the joint venture company (including but not limited to price, quantity, quality, performance and usability), the joint venture company will purchase from Party B at a preferential price.

However, if Party B's price is higher than the international market price, the joint venture company may purchase it on its own in the international market.

If ready to purchase in the international market, the joint venture company will notify Party B the price and terms.

The sales and computer services and training of spare parts and any computer equipment, software, special tools and other products in the spare parts library of the twenty-eighth joint venture company may be carried out by the joint venture company and its branches in the territory of China or in the state of the country, or the agent of the joint venture or the third party shall be entrusted.

In addition to observing the relevant laws and decrees of the Chinese government, such activities should also refer to the relevant provisions of the government.

The price of these products and services should be guaranteed under the competitive conditions.

The sale of computer hardware and software that is not produced in China or is not produced by branches of the joint venture company shall be carried out in the capacity of Party B agent.

The agreement shall be signed between Party B and its clients.

Except for the re sale and re export of the joint venture company.

The joint venture company will receive a certain percentage of hardware commission sales commission.

The Commission shall only be paid to the joint venture company only if Party B receives the payment which can be used immediately. The Commission will be paid to the joint venture company in the same form of payment received by Party B.

The tenth chapter is the board of directors.

The date of registration of the twenty-ninth joint venture company is 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 the major issues of the joint venture company.

The thirtieth board is composed of directors, directors and directors.

The chairman shall be appointed by Party A and the vice chairman shall be appointed by Party B.

The term of office of the board of directors shall be maintained for years, and members of the board of directors shall continue to be appointed.

The thirty-first chairman is the legal representative of the joint venture company.

If the chairman fails to perform his duties, he may temporarily authorize the vice chairman to represent him.

The thirty-second directors may appoint another person to exercise his or her right as the full representative of his (her) when he opens the board of directors.

When this happens, the letter of attorney shall be delegated to the board of directors.

The thirty-third board of directors decides to pass the majority vote of the director or his plenary representative at the meeting, but the matter must be agreed by all directors or their full agent, including (but not limited to):

1. amendment of articles of Association

2. the disposition of abnormal situations, including the establishment, cancellation and extension of abnormal situations.

3. increase or pfer of registered capital

4. the date of investment for the rest of the two parties.

5. any changes in the scope of operation

6. merger with other economic organizations

7. profit distribution plan

8. the hiring and dismissal of general manager, deputy general manager, chief engineer, chief accountant and independent auditor.

9. approval of decisions or final accounts of budgets

10. decisions on price and terms of sale

11. contracts signed over US $

Establishment or cancellation of 12. branches or branches

13. quarterly borrowings exceed US dollars, or more than US $100 per year.

The thirty-fourth board of directors is convened once a year and is convened and presided over by the chairman.

The board of directors shall be held within the first three months of the fiscal year of the joint venture company.

When the chairman can not be convened, he is called and presided over by the vice chairman.

In case of exceptional circumstances, the chairman or 2/3 or more directors shall, if necessary, convene an interim meeting of the board of directors.

Board meetings are normally held at the legal address of the joint venture company, and may be held at other locations if the board of directors decides.

The eleventh chapter is the management organization.

The thirty-fifth joint venture company shall set up a management organization, which shall be responsible for the daily operation and management of the joint venture company.

A general manager is set up by the management organization, and is recommended jointly by both parties.

This general manager is recommended by Mr.

The first deputy general manager is recommended by Mr.

The management organization should include one chief accountant.

The above-mentioned persons shall be employed by the board of directors for a term of four years.

With the approval of the board of directors, it can be re elected.

The responsibility of the thirty-sixth general manager is to carry out resolutions of the board meeting and organize the daily operation and management of the joint venture company.

The assistant general manager assists the general manager in his work.

A management department may set up several department managers who are responsible for the work of each department of the joint venture company, handle matters assigned by the general manager and deputy general managers, and are responsible for the general manager and deputy general managers.

The thirty-seventh general manager, deputy general manager and chief accountant have malpractice or serious dereliction of duty. They cannot or will not perform their duties, or are unable to successfully operate the joint venture company.

The twelfth chapter labor management

The thirty-eighth recruits of the joint venture company shall be employed by the joint venture company after passing the examination.

In the first year of the contract, personnel selection, examination and recruitment shall be carried out jointly by the joint venture company and Party A and Party B.

Thirty-ninth matters concerning the recruitment, dismissal, resignation, wages and benefits, labor protection, labor insurance and labor discipline of staff and workers of the joint venture company shall be formulated by the board of directors according to the labor management regulations of the People's Republic of China joint venture and its implementation measures, and the labor contract shall be stipulated by the joint venture company.

The recruitment and salary, social insurance, welfare and travel expenses of senior management personnel recommended by fortieth Party A and B shall be discussed and decided by the board meeting.

The thirteenth chapter is financial and profit distribution.

Forty-first the financial accounting system and foreign exchange management of the joint venture company shall be handled according to the relevant laws and regulations of the People's Republic of China.

However, in order to make the joint venture company have sufficient foreign exchange, arrangements should be made.

The forty-second joint venture company adopts international common accrual basis and debit and credit bookkeeping method.

All credentials, bookkeeping, receipts and payments, account books, and statistical statements are used in both Chinese and English languages.

The renminbi receipts and payments of the joint venture company and the US dollar receipts and payments shall be accounted for separately.

The forty-third accounting system of the joint venture company adopts the calendar year system from the Gregorian calendar every year from January 1st to December 31st.

The gross profit of the forty-fourth joint venture company shall be deducted from the reserve fund, the employee award and welfare fund and the enterprise development fund after the payment of the company income tax according to the provisions of the People's Republic of China tax law.

The distributive profit is allocated according to the investment proportion of both parties.

The proportion of the three funds mentioned above is determined by the board of directors according to the operation of the joint venture company. The proportion of the reserve fund and the employee welfare fund should be more than the gross profit margin of the gross domestic product, and must comply with the relevant laws and decrees of the People's Republic of China.

The forty-fifth distributive profits of the joint venture company are allocated according to the investment proportion of each party.

After distribution, the joint venture company immediately remittance to the Bank of the parties.

The joint venture company will, with the assistance of the company, adopt the method of processing and processing fees to solve the RMB portion of the profits earned by the company.

Forty-sixth the relevant taxes of the joint venture company shall be handled according to the relevant tax law of the People's Republic of China.

The joint venture company will try to get preferential tax reduction and tax exemption. That is, according to the current law, the joint venture company will be exempt from income tax in the first year of profit making business, and the income tax will be reduced in the year after the year.

The joint venture company will also apply for the preferential treatment of tax reduction and tax-free services at the longest permitted period.

The forty-seventh financial audit of a joint venture company employs a Registered Auditor in China to examine and inspect all vouchers, bookkeeping, receipts and payments receipts, accounting books, statistical statements and financial reports of the joint venture company, and report the results to the board of directors and general managers.

If Party A or Party B wishes to hire other auditors of their own choosing to review the annual financial affairs, he has the right to carry out such a review, and the joint venture company will fully cooperate with the other auditors employed by the employer.

However, any internal cost of such additional audits shall be borne by the joint venture company.

The fourteenth chapter is insurance.

All forty-eighth insurance policies of the joint venture company are covered by insurance companies in China.

The risk, risk and duration of insurance shall be discussed and discussed by the board of directors.

The premium is paid by the joint venture company.

The forty-ninth insurance of a joint venture company may be insured by an insurance company outside China, if it is outside the scope of business of any Chinese insurance company.

The risk value and the time limit for insurance shall be discussed and decided by the board of directors.

The fifteenth chapter is special agreement.

Fiftieth, if the execution of any provision of this contract is blocked or even impossible due to the changes in the relevant laws, decrees and government of the Chinese government or the government of the Republic of China, the party concerned must immediately notify the other party and pmit the relevant documents immediately.

Fifty-first when the above fiftieth conditions occur, the two parties shall make corresponding amendments to the contract through negotiation so as to ensure that both parties do not suffer losses.

If one party does not agree to make the above changes, the other party shall have the right to terminate this contract in accordance with the provisions of the fifty-fourth clause.

Fifty-second, because of the impact of irresistible accidents, such as earthquakes, typhoons, floods, fires, wars, and other unforeseeable and unprevented or avoided consequences of the occurrence and consequences, the company can not operate or make the performance of this contract difficult or impossible. The party who is subjected to the above irresistible accident shall immediately notify the other party of the accident, and shall provide the other party with the details of the accident and the effective supporting documents for the operation or damage of the joint venture at the shortest possible time.

The document should be issued by the notary office in the area where the accident occurred.

According to the extent of the damage or impact of the accident on the joint venture company, the two sides will decide whether to dissolve the joint venture company, or to partially exempt or postpone the business activities of the joint venture company, or to stop the operation of the joint venture company.

The fifty-third reason is that the joint venture company is unable to operate because of irresistible accident, or if the joint venture company loses its deficit for a long time and fails to continue its operation, the joint venture company may be dissolved in advance by the board of directors and approved by the competent authority of the original contract.

Neither party of the fifty-fourth party shall be deemed to have breaching the contract or articles of association because it fails to perform its obligations under this contract or articles of association because of an irresistible accident. It is considered to be a breach of contract by the joint venture company, and the other party of the joint venture shall have the right to terminate this contract in accordance with the contract unless it has the right to claim compensation from the breach party.

If the two parties still agree to continue the operation, the defaulting party shall compensate the joint venture company for its economic losses.

Fifty-fifth article

When the period of operation is not extended and the business period is not extended or the dissolution is terminated in advance, a liquidation committee shall be constituted by the board of directors and a liquidation procedure shall be submitted.

The assets of the joint venture company will be liquidated according to the book balance at the time of liquidation.

Cash should be distributed in cash, and other assets, including accounts receivable, should be converted into cash according to the highest price available at that time in China or in the international market.

After paying off debts, the liquidation property is allocated to Party A and Party B according to the investment proportion of both parties.

After distribution, the joint venture company immediately remittance to the Bank of the parties.

Article fifty-sixth when the contract is terminated, if the joint venture company has assets or has products in the sales area, the parties may purchase these assets or products according to the consent of the joint venture company, but not exceeding the purchase price.

When making a balance sheet, these amounts should be credited.

Article fifty-seventh when the contract is terminated, according to the fifty-fifth and fifty-sixth clauses of the contract, any party may give priority to the property that the other party has acquired at the time of liquidation.

Article fifty-eighth any amendment to this contract and its appendages must be signed by the two parties in written agreement and submitted to the competent authority of the original contract for approval before it becomes effective.

The sixteenth chapter is the solution of disputes.

Fifty-ninth disputes and requirements arising from the validity or extension of the contract, or the disputes and requirements relating to the termination of the contract.

It should be resolved by sincere negotiations and negotiations between the two parties in a friendly and trust atmosphere.

If the two parties can not settle disputes within a day, they shall be referred to the arbitration tribunal for arbitration.

Arbitration will be conducted by arbitrators appointed by the Arbitration Commission.

His ruling will be final and binding on both parties.

The whole process of arbitration, including debates and summaries, is carried out in the words of the Chinese language.

The decision made by the court of arbitration is considered final and binding upon both parties.

The cost of arbitration shall be borne by the losing party.

Both sides bear the cost of their own experts, witnesses and counsel.

Article sixtieth in the process of arbitration, the contract shall continue to be performed except for the part of the dispute that is being arbitrated.

The seventeenth chapter

The sixty-first contract is written in Chinese and English, and the two languages have the same legal effect.

The eighteenth chapter is about the entry into force of contract and others.

The sixty-second contract, including annexes, schedules, ancillary documents and appendices, shall come into force only after the authorized representatives of both parties are signed and approved by the relevant Chinese authorities.

The sixty-third Annex (omitted) of this contract is an inalienable part of this contract.

Article sixty-fourth once the contract is concluded, the wording, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words, the words,

The sixty-fifth directions are sent to the other side by fax or telegram.

However, when the notice involves the rights or obligations of both parties, it shall also be notified in writing.

The mail should be registered by airmail postage paid.

The legal address of both parties is the address for the receipt of the mail.

The sixty-sixth contract is signed on behalf of the authorized representatives of Party A and Party B in China and English in the 19 year of the 19 month.