中外合作経営契約の手本

Chapter 1 General Provisions

　　In accordance with the Law of the People’’s Republic of China on Chinese-Foreign Cooperative Joint Ventures and other relevant Chinese laws andregulations, _______________Company and _________Company, in accordancewith the principle of equality and mutual benefit and through friendlyconsultations, agree to jointly set up a Cooperative venture in _______the People’’s Republic of China.

Chapter 2 Parties of the Cooperate Venturearticle

　　1 Parties to this contract are as follows: _________Company (hereinafterreferred to as Party A), registered with ______in China, and its legaladdress is at____________(street)_______(district)_____________(city)_____________China. Legal representative: Name: Position: Nationality: ___________Company (hereinafter referred to as Party B), registeredwith_______. Its legal address at___________. Legal representative: Name: Position: Nationality: (Note: In case there are more than two investors, they will be calledParty C, D... in proper order).

Chapter 3 Establishment of the Cooperative Venture Company

Artcle 2 In cocococococococococococodance with the Cooperaphe Venturure Law and other relevantChinese laws and reglatititins，both parties of the Cooperaphive e e e e e veveturerereage to set set uuuu u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaferred to as the Cooperative venture company)

　　Article 3 The name of the Cooperative venture company is______________ LimitedLiability Company. The name in foreign language is _________. The legal address of the joint venture company is at__________street________(city)____________province.

Artcle 4 All activities of the

sharll be_governed bythe laws，decrees and pertint rules and reglations of the the People’s Republic of China.

Artcle 5 The organization form of the Cooperaphive vevente company is a limiteddlibilililililimimimimimilililililitycompany.The profits，riks and losss of the Cooperaaaaaphphphpheveveventurpartecocompmpmppaneshshshshshshshshshshaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaashshshshshshshaaaaaaaaaapapapapapapapapapapapapapapapapapapapaparts.The.The.The of_Production and Business

　　Article 6 The goals of the parties to the Cooperative venture are to enhanceeconomic cooperation technical exchanges, to improve the product quality,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

)

Artcle 7 The productive and business s scope of the Cooperaveture(13)cocommpanyisto produce__u u products；provide mantnance service after the the produce produnet products products.proproproproproducts。ng to the specificcontions）

　　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

and the Registered Capital

Artcle 9 The total amount of investment of the Cooperative venture company_isRMB_____________(or a foreign currency agreed up by both parties)

Artcle 10 The register ed capital of the ject venture company is RMB_______________

　　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).