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中外合作经营合同

　　the contract for sino-foreign cooperative joint

venture

　　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 cooperative 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)_____________(ci

ty)_____________china. legal representative: name:

position: nationality: ___________company (hereinafter

referred to as party b), registeredwith_______. its legal

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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

　　article 2 in accordance with the cooperative venture

law and other relevantchinese laws and regulations, both

parties of the cooperative ventureagree to set up

___________cooperative venture limited liability

company(hereinafter referred 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.

　　article 4 all activities of the cooperative venture

company shall be governed bythe laws, decrees and pertinent

rules and regulations of the

people’’srepublic of china.

　　article 5 the organization form of the cooperative

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venture company is a limitedliability company. the profits,

risks and losses of the cooperativeventure company shall

be shared by the parties according to the

relevantprovisions thereafter. chapter 4 the purpose,

scope and scale 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

contract).

　　article 7 the productive and business scope of the

cooperative venture companyis to produce ________products;

provide maintenance service after the saleof the products;

study and develop new products. (note: it shall be written

in the contract according to the specificconditions).

　　article 8 the production scale of the cooperative

venture company is as follows: 1. the production capacity

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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 amount of investment and the

registered capital

　　article 9 the total amount of investment of the

cooperative venture company isrmb____________(or a

foreign currency agreed upon by both parties).

　　article 10 the registered capital of the joint

venture company is rmb __________.(exclusive of the right

to the use of the site or the right to theexploitation of

the natural resources and premises contributed by partya.)

　　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

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investment, party aand party b shall conclude a separate

contract to be a part of this maincontract).