A Joint Venture Contract 合资企业合同（在线收听） |
A Joint Venture Contract JOINT VENTURE CONTRACT is made between THE AA CORPORATION, a legal person incorporated and duly existing under the laws of the People's Republic of China (hereinafter called "Party A") on the one part; and BB LIMITED, a company incorporated and duly existing under the laws of South Korea (hereinafter called "Party B") on the other part. WHEREAS: In pursuance of a Letter of Intent dated 23rd January 19.. and made between Party A and Party B (hereinafter collectively called the "Parties") in connection with their proposed cooperation in promoting and developing the foodstuffs industry in Guangdong Province and other areas in China, the Parties enter into this Contract under the principle of equality and mutual benefit and through negotiations of incorporate an equity joint venture to be known as CC CORPORATION LIMITED (hereinafter called the "Company") under the Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign Investment (hereinafter called the "JV Law") and other laws and regulations promulgated by the People's Republic of China in order to promote the development of the foodstuff industry in China and to introduce advanced technical equipment and scientific management in furtherance of such objectives. Clause 1. Names, Country / District of Registration and Legal Addresses of the Parties. (Omitted) Clause 2. Names, Professions and Nationalities of the Legal Representatives of the Parties. (Omitted) Clause 3. Name, Legal Address, Purpose and Scope of Business of the Company. 3.1 Name of the company in Chinese: 3.2 Name of the company in English: CC CORPORATION LIMITED. 3.3 Legal address of the company: No…, xx Road, 3.4 The Company is a limited liability company and a legal person under the laws of the People's Republic of China. All the activities of the Company shall comply with the laws, decrees and regulations promulgated by the People's Republic of China. All the lawful rights and interests of the Company are subject to the jurisdiction and protection of the laws of the People's Republic of China. 3.5 The principal purpose for which the Company is established is to maximize the rich food resources and materials in China for the development of the foodstuffs industry and to utilize the advanced technological and managerial experience of Party B in this area and to introduce advanced technology and equipment. Having South Korea and the international markets as targets, the products are primarily for export sales. In order to raise the competitive quality of foodstuffs of Guangdong Province in the international market, the sales network of Party B in South Korea and everywhere in the world should be fully utilized with the aim of achieving a successful fulfilment of such objectives and receiving satisfactory economic profits to the mutual benefit of the Parties. 3.6 The scope of business of the Company shall initially include, but not limited to, the following: a. Maximizing the rich food resources and materials in China and the advanced industrial and commercial management expertise of Party B to improve the technology in connection with the raising of the quality and quantity of the products of foodstuffs industry, and introducing first grade materials and species from overseas. b. Bringing in from South Korea and foreign countries through the Company advanced food processing techniques and equipment, and processing of meats, vegetables, fruits, sauces, seasonings, additives drinks, icecream, etc. The products shall be marketed in China and overseas and be supported by such business and operation facilities as packaging, cold-storage and transportation. c. Establishing factory premises for packaging and the manufacture of containers to supply to the Company and to market the same in China and overseas. d. With the approval of the department in charge of the Company establishing in South Korea and overseas sales centres and network for products. e. In accordance with the development of the Company and to facilitate its success in the competitive markets in China and overseas, establishing information, technical consultation and training centres in Guangdong Province to promote the development of the foodstuffs industry. f. Engaging in compensation trade or other similar commercial arrangements with other economic entities in Guangdong Province. g. Undertaking such other relevant lines of business within the foodstuffs industry, whether by operating independently or by means of investment in other joint ventures or economic entities, as in the opinion of the Board of Directors (as defined below) may consider incidental to or may be conveniently carried on in conjunction with any one or more of the above lines of business. Clause 4. Registered Capital of the Company. Investment Contributed by the Parties. Proportion of Investment and Form of Investment of the Parties. 4.1 The registered capital of the Company shall be Renminbi … yuan (RMB ￥×××, ×××, ×××). 4.2 Party A shall contribute 30% of the registered capital of the Company in the sum of Renminbi … yuan (RMB ￥×××,×××,×××), and Party B shall contribute 70% of the registered capital of the company in the sum of Renminbi … yuan (RMB ￥×××,×××,×××). Clause 5. Profit Distribution and Loss Sharing. 5.1 The Parties shall distribute profits and share losses in proportion to their respective percentage of investment. The Parties shall only be liable for the indebtedness of the Company to the extent of their contributions to its registered capital. 5.2 After the payment of income tax of the Company in accordance with Income Tax Law of the People's Republic of China Concerning Joint Ventures with Chinese and Foreign Investment and other relevant laws and regulations promulgated by the People's Republic of China, the annual profits of the Company shall be distributed in accordance with the following principles: a. the prior appropriation for reserve fund, expansion fund for the Company and bonus and welfare fund for its staff and workers in a proportion to be decided by the Board of Directors. Clause 6. Obligations of the Parties. 6.1 Party A and Party B shall use their best efforts to promote the business activities of the Company. 6.2 Without prejudice to the generality of Clause 6.1 the Parties agree to be primarily responsible for the following matters; (Party A:) a. registration of the Company and application for business licence; (Party B:) a. marketing of the products of the Company in South Korea and international markets; Clause 7. Composition, Responsibilities and Authority of the Board of Directors. 7.1 Upon the incorporation of the Company the Parties shall set up a board of directores ("Board of Directors"). The Board of Directors shall consist of eight (8) members, three (3) from Party A and five (5) from Party B. The chairman of the Board of Directors shall be appointed by Party A and the vicechairman shall be appointed by Party B. The term of office for the directors shall be four years and may be renewed with the consent of the Parties. If a director is to be replaced for any reason, the party which has appointed him shall arrange for the replacement and report to the examination and approval authority. 7.2 The Board of Directors shall be the highest authority of the Company. The members of the Board of Directors appointed by the parties shall discuss and decide all the important matters of the Company on the basis of equality and mutual benefit. Clause 8. Responsibilities, Authority and Method of Appointment of General Manager and Deputy General Manager. 8.1 The Company shall establish a management office which shall be responsible for the daily management of the Company. The management office shall have a general manager and a deputy manager. The general manager shall implement the management and operation policies and the decisions of the Board of Directors. During the period of recess of the Board of Directors, the general manager shall be responsible for the daily operation and management of the Company. Within the scope of authority vested in him by the Board of Directors, the general manager shall represent the Company in relation to third parties, have the right to appoint and dismiss his subordinates and exercise such other responsibilities and authority as entrusted by the Board of Directors. The deputy general manager shall assist the general manager in his work. The general manager shall consult the deputy general manager in handling important matters. 8.2 The general manager and the deputy general manager shall be appointed by the Board of Directors. Clause 9. Right to the Use of Site. 9.1 The Company shall apply to the department in charge of land for the right to use the site required for its operation and sign site use contract in its own name. Clause 10. Confidentiality Agreement. 10.1 Party A and Party B undertake not without the prior consent in writing of the other party to disclose or permit the disclosure of any confidential information or documents concerning the business of the Company, which are obtained as a result of this Contract or the implementation hereof, to any person or economic organization not otherwise authorized to receive such information and documents. 10.2 Party A and Party B agree that the Company shall implement a system for the safe custody of the confidential information and documents referred to in sub-clause 10.1 above and that it shall use its best endeavours to take all reasonable steps to minimize the risk of disclosure of such information and documents by its staff, workers and others except insofar as such disclosure is expressly permitted by the Parties. 10.3 In the event that either Party A or Party B becomes aware of any infringement of the patent, trade mark, copyright, other intellectual property of the Company or any other such matter, the party first becoming aware of the matter shall inform the same to the Company with all the relevant information in its possession and the Parties shall consult together as to the action to be taken (if any). 10.4 The Company shall take such actions or steps as either Party A or Party B deems necessary and appropriate to protect its intellectual property rights. Clause 11. Operation Plans. (Omitted) Clause 12. Foreign Exchange Control. 12.1 All matters concerning foreign exchange of the Company shall be handled according to the Provisional Regulations for Exchange Control of the People's Republic of China and the Rules for the Implementation of Exchange Control Regulations Relating to Enterprises with Overseas Chinese Capital, Enterprises with Foreign Capital and Chinese-Foreign Joint Ventures and other relevant laws and regulations promulgated by the People's Republic of China. 12.2 With the business licence issued by the Guangdong Administrative Bureau for Industry and Commerce, the Company shall open a foreign exchange deposit account and a Renminbi deposit account with the Bank of China, Guangdong Branch or with any other bank approved by the State General Administration of Exchange Control. 12.3 All foreign exchange receipts of the Company shall be deposited in the foreign exchange deposit account and all foreign exchange payment shall be made from the foreign exchange deposit account. 12.4 The Company shall keep a balance between its foreign exchange receipts and payments. Any imbalance of foreign exchange receipts and payments of the Company shall be resolved by Party A with its foreign exchange receipts. 12.5 In order to maintain a balance between its foreign exchange receipts and payment, the Company shall be permitted to purchase finished products or raw materials China with its Renminbi profits and export such raw materials or their finished products or final commodities after treatment in the production link or processing overseas for foreign exchange. 12.6 Party B's share of Renminbi profits from the Company may be converted into foreign exchange at the official rate quoted by the State General Administration of Exchange Control and thereafter remitted abroad through the Bank of China according to the foreign exchange control regulations after the payment of all taxes due. 12.7 The Company shall obtain approval from the State General Administration of Exchange Control or its branch office to open a foreign exchange deposit account with a bank outside China or with one in South Korea, and report its foreign exchange receipts and payments and provide bank statements to the State General Administration of Exchange Control or its branch office. 12.8 The Company may apply to the Bank of China for foreign exchange loans and Renminbi loans according to its business requirements and following the Provisional Regulations for Providing Loans by the Bank of China to Chinese-Foreign Joint Ventures. The Company may also borrow foreign exchange as capital from banks outside China or from those in South Korea, provided that it shall file a report to the State General Administration of Exchange Control or its branch office. 12.9 Staff members of foreign nationality and those from South Korea employed by the Company may apply to the Bank of China for remitting all their wages and other legitimate earnings abroad after meeting their tax obligations and other financial requirements in the People's Republic of China. Clause 13. Finance, Accounting and Tax. (Omitted) Clause 14. Labour Management, Wages and Salaries, Welfare Benefits and Labour Insurance. (Omitted) Clause 15. Insurance. (Omitted) Clause 16. Term of Operation of the Company. The term of operation of the Company shall be ten (10) years commencing from the date of issue of the business licence of the Company. Should the Parties wish to extend the term of operation, they shall authorise their respective representatives to sign an application for such extension one year prior to the expiration of the said term. The application shall be submitted to the examination and approval authority for approval six (6) months prior to the expiration of the said term. Upon approval of such extension, the Company shall go through the registration procedures to effect the necessary changes. Clause 17. Liabilities Arising from Breach of Contract. 17.1 Should either of the Parties fail to fulfil its obligations under this Contract, the defaulting party shall compensate the other party for all its economic losses resulting therefrom. 17.2 During the term of operation of the Company, neither Party A nor Party B shall be entitled to announce unilaterally the cancellation or termination of this Contract. Clause 18. Methods and Procedures for Settling Disputes between the Parties. 18.1 In the event of disputes arising from the interpretation of implementation of this Contract between the Parties, Party A and Party B shall use their best endeavours to settle such disputes through the Board of Directors by means of amicable consultation. 18.2 If the Board of the Directors cannot settle such disputes within ninety (90) days after receipt of the written request of either party to resolve the same, such dispute shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its arbitration rules. The decision of such arbitration authority shall be final and binding on the Parties. Clause 19. Text of Contract. 19.1 This Contract is written in both the Chinese and English languages which shall have the same validity. The Parties shall each retain a copy of the Chinese version and copy of the English version of this Contract. 19.2 Any amendment or suppliment to this Contract shall be agreed upon by the Parties in writing and approved by the examination and approval authority before it becomes effective and such amendment or supplement shall be of the same validity as this Contract. Clause 20. Validity of Contract. This Contract shall come into force after it has been approved by the examination and approval authority of China. Clause 21. Governing Law of Contract. The formation, validity, interpretation and implementation of this Contract and the settlement of disputes arising therefrom shall be governed by the laws, decrees and regulations promulgated by the People's Republic of China. AA Corporation BB Limited Dated this 20th day of May 19.. in Shenzhen Notes 1. legal person 法人 2. incorporate v. 组成为法定组织；（美）组成为有限公司 3. in pursuance of 依……，按……；履行，推行 4. letter of intent 意向书 5. Law of the People's Republic of China on Joint Venture Using Chinese and Foreign Investment 中华人民共和国中外合资经营企业法#p#副标题#e# 6. promulgate v. 颁布，公布 7. furtherance n. 促进，推动 8. liability n. 责任义务；（复数）债务，负债 10. lawful adj. 合法的 11. jurisdiction n. 管辖（权），裁判权，司法（权） 12. maximize (也可拼写为 maximise) v. 增加到最大限度，充分利用（或重视等） 13. sales network 销售网点 14. species n. （单复同）物种；种类 15. seasoning n. 调味品 16. additive n. 添加剂 17. sales centre 销售中心 18. training centre 培训中心 19. entity n. 实体 20. board of directors 董事会 21. in conjunction with 与……共同，结合 22. contribute v. 捐助，贡献；促成 23. median n. 中间，中间介，中位数 24. selling and buying exchange rates 外汇的银行卖价和买价外汇的银行买卖牌价分别简称为 selling rate 和 buying rate. 25. State General Administration of Exchange Control 国家外汇管理总局 26. share v. 分担，共有 27. indebtedness n. 负债；受惠，感激 28. to extent (so … extent) 达到……程度或地步，在……程度上 29. Income Tax Law of the People's Republic of China Concerning Joint Ventures with Chinese and Foreign Investment 中华人民共和国中外合资经营企业所得税法 30. appropriation n. 拨款；占用，盗用 31. expansion fund 发展基金 32. bonus n. 奖金（按贡献大小发给）；红利（按人头发给） 33. welfare fund 福利基金 34. calendar year 日历年（度） 35. prejudice n. 偏见 36. business licence 营业执照 37. confer v. 磋商，授予 38. deposit account 存款帐户 39. customs declaration 报关单 40. appliance n. 用具 41. apparatus n. 器械 42. entry and exit permits 出入境通行证 43. trend n. 趋势，倾向 44. delegate v. 委派（某人）为代表；授（权），把（某事）委托给（某人） 45. set up ph.v. 建立 46. term of office 任职期 47. consent n. 同意 48. implement v. 执行 49. recess n. 休会 50. vest v. 授予（权力或权利） 51. in (or: with) relation to 有关，涉及 52. dismiss v. 免职，解雇，开除 53. subordinate n. 下级职员，属下，部下 54. exercise v. 行使（权力等） 55. site use contract 场地使用合同 56. confidentiality n. 机密性 57. disclose v. 透露，泄露（秘密等） 58. custody n. 保管，监护 59. sub-clause n. （合同等条款的）子目 61. insofar as 在……的范围或限度内 62. infringement n. 侵犯 63. patent n. 专利（权），专利证 64. trade mark (= trademark n.) 商标 65. copyright n. 版权 66. intellectual property 知识产权 67. appropriate adj. 适当的 68. Provisional Regulations for Exchange Control of the People's Republic of China. 中华人民共和国外汇管理暂行条例 69. Rules for the Implementation of Exchange Control Regulations Relating to Enterprises with Overseas Chinese Capital, Enterprises with Foreign Capital and Chinese Foreign Joint Ventures 对侨资企业、外资企业、中外合资企业外汇管理施行细则 70. Guangdong Administrative Bureau for Industry and Commerce 广东工商行政管理局 71. foreign exchange receipts 外汇收入 72. foreign exchange payments 外汇支出 73. balance n. 平衡；（收支）差额，余额，尾数 74. imbalance n. 不平衡 75. resolve v. 解决 76. final commodity 最终商品；制成品 77. treatment n. （生产过程中的）处理 78. production link 生产环节 79. convert v. 变换，兑换 80. bank statement 银行报告单，银行结单 81. Provisional Regulations for Providing Loans by the Bank of China to Chinese-Foreign Joint Ventures 中国银行办理中外合资经营企业贷款暂行办法 82. file v. 呈请把……备案；提出（申请等）；把……归档 83. wages and salaries 工资 85. labour insurance 劳动保险 86. term 经营期限即合营期限 87. go through ph.v. 办理 88. default v. n. 违约，不履行 89. unilaterally adv. 单方面地 90. interpretation n. （条文或词句的）解释 91. supplement n.v. 补充 92. come into force 开始生效 93. governing law 适用的法律 Exercises 1. Translate the following articles from the "China's Law on Joint Ventures" into Chinese: Article 8: A joint venture shall open an account with the Bank of China or a bank approved by the Bank of China. Article 9: The production and business programmes of a joint venture shall be filed with the authorities concerned and shall be implemented through business contracts. Article 10: The net profit which a foreign participant receives as his share after executing his obligations under the pertinent laws and agreements and contracts, the funds he receives at the time when the joint venture terminates or winds up its operations, and his other funds may be remitted abroad through the Bank of China in accordance with the foreign exchange regulations and in the currency or currencies specified in the contracts concerning the joint venture. 2. Translate the following sentences into English: (1) 我们许多外国朋友都表示愿意在中国投资搞合资工程项目。 |
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