Free Mp3 Ringtones

[Eldenqikn]

Chapter I General Provisions

Chinese companies and _____ _____ _____ State Company, the consultations, agree to jointly invest in the People's Republic of
joint venture enterprise, conclude this contract.
Chapter joint venture partners


the first joint venture parties to the contract the parties are as follows:
1.1. >.
Legal address:
Legal representative:
1.2.
Legal address:
Legal representative:
1.3. Parties that they are according to Chinese law or law of the country legally established _____ effective legal persons, the conclusion of the joint venture contract with
and performance of this contract, all the necessary legal rights obligations.
Chapter joint venture is

second Chinese joint venture in accordance with law and other relevant laws and regulations, both parties agreed that China __
___ _____ City, Province, to establish joint venture.
third joint venture, the Chinese name for the _______
The English name of the joint venture _______
Official Site :_______
Article corporate joint venture in China by Chinese laws, regulations and relevant rules and regulations (hereinafter referred to as Article
the legal form of joint venture limited liability company [link widoczny dla zalogowanych], joint venture, limited liability of its total assets [link widoczny dla zalogowanych], double
parties responsibility to their respective registered capital contribution limit. The profits of the joint venture by the two sides of the ratio of registered capital contribution shared by the two-
side.
Chapter IV The purpose of the production and business scope and scale of


the sixth entry in the joint venture is to strengthen economic cooperation and technological exchanges, in the provisions of Article VII of the business activities, ... ... (written under the circumstances of a
) [link widoczny dla zalogowanych], the joint venture satisfied with the economic benefits.
the joint venture is the production and business scope of (slightly)
Article VIII of the joint venture production scale (omitted)

Chapter total investment and registered capital

Article IX total investment of the joint venture's total investment
amount ________ yuan. Article

joint venture company with registered capital of the registered capital of _____ yuan, of which:
Party _____ yuan [link widoczny dla zalogowanych], accounting for _____%;
B _____ yuan exchange expenses (Such as Party in a foreign currency investment, in accordance with the payment the day of the Chinese State Administration of Foreign Exchange announced
the foreign exchange rate into RMB)
both Article XI of the investment will be the following:
11.1. Party: Cash _____ _____ dollars per

plant machinery and equipment per
_____ _____ per
site use fee per
Industrial Property _____ _____ Other _____ dollars total per
11.2. B: Cash _____ _____ dollars per
machinery and equipment per

Industrial Property _____ _____ Other _____ dollars per
Article XII total registered capital of a joint venture by the A, B _____ proportion to their contribution of payment, the amount of each payment
as follows: (abbreviated)
consent shall be obtained
total investment and registered capital of the difference between the bank loan. Party to the joint venture in which domestic banks borrow or
its channels. A, B according to the registered capital in the joint venture responsible for the proportion of their loan guarantee.
If the joint venture board of directors that, in addition to the provisions of Article XI of both investment and the loan, the joint venture
business needs working capital and other funds [link widoczny dla zalogowanych], both sides should be in their respective proportion of the registered capital of joint venture company for the above loan guarantee
.
If you can not get loans as described above, the Board will contract in each of the parties in the joint venture in proportion to the capital with two other co-
collected funds. The other parties to the contract unless expressly agreed in writing, no obligation of any party to further increase the registered capital of a third-party add
borrowing money to guarantee the joint venture. However, if the joint venture company, the profit-like
good condition, both parties agreed in principle to re-appropriate increase in registered capital, ie a sound business development and financing of the original
equity accumulated reserve fund is used. Article XIV

capital transfer, and unless the consent of the other party approved by the approving authority, the contract either party shall not be subscribed capital stock
all or part of the transfer to third parties.
If one side of its subscribed capital stock transferred to a third party in whole or in part, the other party has the right of first refusal
, It shall be transferred to third parties in harsh conditions. Hereby that the other party, if they do not exercise the right of first refusal
, that is, agreed to the transfer. Article XV
without collateral and guarantee
Board agreed that either party shall not be subscribed all or part of the capital stock used as collateral, nor
be used as collateral.
Chapter joint responsibility of both

XVI A and Party B shall each be responsible for the following matters:
16.1 Responsibilities of Party A (as the case writing, there are:)
- funded by the provisions of Chapter V and assist in arranging financing;
- a joint venture for the establishment to the competent Chinese authorities for approval, registration, business license and other things
should be;
- apply to the land department in charge of the procedures for obtaining land use right;
- to assist the joint venture factory buildings and other engineering facilities design and construction;
- to assist with Party B as investment and imports of machinery and equipment to provide customs clearance and transportation in China;
- to assist the joint venture to get water, electricity, transportation and other infrastructure;
- a joint venture company to apply all possible assistance enjoy tariff and tax relief and other benefits or preferential treatment;
- a joint venture to help recruit Chinese management personnel [link widoczny dla zalogowanych], technicians, workers and other personnel needed;
- to help foreign employees required entry visas, work permits and travel procedures, etc.;
- responsible for handling other matters entrusted by the joint venture.
16.2 Responsibilities of Party B:
- funded by the provisions of Chapter V and to assist in arranging financing;
- commissioned for the joint venture outside China to buy machinery and equipment, materials and other related matters;
- provide necessary equipment installation, commissioning and trial production technology, production and testing of technical personnel;
- joint venture training technical personnel and workers;
- If Party B is the transfer of technology , it shall be responsible for the joint venture within the prescribed time limit according to the designed capacity to produce qualified products Health
;
- responsible for handling other matters entrusted by the joint venture.
Chapter VII of the transfer of technology

Article XVII licensing and technology transfer and joint venture agreement
__ company's
Chapter VIII of the use of the trademark and product sales

eighteenth and the joint venture company for the use of __ __ trademarks sign a have the same trademark-related issues should be in accordance with the
or joint venture company's products use trademarks ________。 Article XIX
products joint venture in China and abroad on the market, the export part of the marketing part of the total _____%, exchange expenses in

Diershitiao domestic product by the joint venture company in China goods sector, the business sector underwriting or consignment, or by the Chinese foreign exchange expenses
company underwriting the Article
a product may be sold to foreign countries through the following channels:
by the joint venture sales outside of China directly to the exchange expenses By the joint venture with China's foreign trade sales contract entered into sales
, commissioned its affiliates, or Chinese foreign trade companies underwriting the exchange expenses The joint venture will entrust to sell the exchange expenses

Chapter Board of Directors

twenty-two date of registration of the joint venture, joint venture board of directors for the date of the establishment.
Board consists of twenty-three _____ directors, of which _____ were appointed by Party B will designate
_____ name. Chairman appointed by the Party, vice-chairman appointed by the Party. Director, Chairman and Vice Chairman term 4
years, the delegate can be appointed to continue re-election.
twenty four board of directors is the highest authority of the joint venture, decided to venture on all major issues:
1. Modify the constitution of the joint venture;
2. Termination or dissolution of the joint venture;
3. Combined with other economic organizations;
4. Increase the registered capital of the joint venture;
5. Adoption [link widoczny dla zalogowanych], change or terminate the collective labor contracts, wages system and collective welfare programs;
6. Dividends;
7. Approval of annual financial statements, ... ... (omitted)
twenty-five all the resolutions of the board majority vote of all directors is required before it is passed, but the twenty-four items listed in paragraph __
___ be consistent with all the directors , approval by. Chairman of the twenty-six
is the legal representative of the joint venture. If the chairman is unable to exercise their functions, should be authorized in writing
vice agent.
twenty-seventh meeting of the board of directors held at least once a year, convened and chaired by the chairman of the meeting. By one-third of directors on the
The chairman may convene an interim meeting. Minutes placed on file.
any director if they can not attend the meeting should be written in the form of commission meetings and to appoint a proxy to attend the exercise of the right to vote
. If you do not attend the meeting the board of directors commissioned to attend the meeting should be regarded as abstention.
Chapter Business Management Office

the twenty-eighth the joint venture company set up a management office, responsible for daily management of the company. The management office
general manager, who shall be recommending _____ [link widoczny dla zalogowanych], deputy general manager of _____ people _____ persons recommended by the Party,
B recommendation _____ people. President, vice president appointed by the Board for a term _____ years.
the twenty-ninth is the duty of the general manager of the resolutions of the Executive Board meetings, organizing the daily joint venture led by
business management. Assist the work.
third ten president, vice president of graft or serious dereliction of duty by the board of directors resolutions of the meeting can be dismissed at any time
.
procurement of equipment and materials of Chapter XI

第三十一条 joint venture on production of necessary equipment, instruments and other materials owned by the purchasing joint venture.
the joint venture is required for the thirty-second of raw materials, fuel, spare parts, vehicles, etc., under the same condition,
to make the first purchase in China.
XII Labor Management

thirty-third joint venture is the recruitment of workers, penalties, termination, duration of contract, wages, labor insurance, welfare benefits and other matters
, in accordance with the to conclude a labor contract. Labor contracts, with the local labor management department.
第三 fourteen foreign workers detailed provisions relating to labor matters in the annex.
XIII union

第三 fifteen tasks of trade unions: (abbreviated)
- protection of the law of the democratic rights of workers and material interests;
- Assist in the joint venture arrangements and the rational use of welfare funds;
- participate in the mediation between employees and the joint venture disputes; and so on.
第三 sixteen workers trade union representatives have the right to reward, punishment, dismissal, wages, welfare, labor protection and labor insurance and other issues
, in consultation with management.
第三 seventeen Chinese laws and regulations under the relevant provisions of the joint venture shall be made available to the monthly all staff at the company's total real wages
_____% workers as trade union funds.
Chapter XIV tax, financial and auditing

thirty-eighth the joint venture company in China according to relevant laws and regulations [link widoczny dla zalogowanych], pay taxes.
thirty-ninth the joint venture shall be employees of the company to pay personal income tax in China.
fourth ten joint venture company in accordance with the
第四十一条 joint venture company of the same fiscal year and calendar year, from January 1 each year until Dec. 31 only
, all vouchers, receipts, reports, books, Chinese or both agree to a foreign language.
forty the joint venture company's financial books once a year by an accounting firm registered in China to audit
, the expense of the joint venture company. The right to their respective parties to the contract cost to assign auditors to audit their own accounts of the joint venture.
第四 thirteen first three months of each fiscal year [link widoczny dla zalogowanych], the manager shall prepare previous year's balance sheet and profit loss account and profit
distribution plan, submitted to the Board meeting for review.
Chapter XV of the Insurance

forty-fourth in the joint venture is to protect the company does not operate during disasters due to various losses [link widoczny dla zalogowanych], Paul
insurance should the Chinese people company is issued. Insurance risks, insured value and duration of such a decision by the board of directors. The joint venture insurance premiums occurred
company.
Chapter XVI and the normal duration of the joint venture terminated

forty-fifth time limit for the joint venture is _____ years. Joint venture is the implementation date for the joint venture company's business license is issued
.
proposal by one party, the Board unanimously adopted the meeting, a joint venture expires in the 6 months before the original examination and approval to apply for funding to extend cooperation
period.
forty-sixth the expiration or early termination of the joint venture is a joint venture shall be the applicable law and the articles of association under the relevant provisions of the
liquidation.
XVII contract modification, change and termination

第四 seventeen pairs of contract and its annexes any modification, subject to the parties signed the agreement in writing and approved by
after the original examination and approval authority to enter into force.
第四 eighteen due to force majeure, resulting in inability to perform the contract, or the joint venture losses in successive years following the
unable to continue operations, the Board of Directors unanimously approved by the original examination and approval authority may terminate the contract.
第四 nineteen because one party does not fulfill the contract and articles of association obligations, or serious breach of contract and articles of association [link widoczny dla zalogowanych],
create a joint venture can not operate or can not achieve the business purposes stipulated in the contract, be deemed to have unilaterally terminated the contract , other than
the right to claim damages and the right to contract and report the original examination and approval authority to terminate the contract.
Chapter XVIII breach of contract

fifth ten If any party fails to timely payment provisions of Article XII of the amount of registered capital, each month in arrears shall be the party
to pay the equivalent contribution _____% of the liquidated damages. If not submitted 3 months past due, in addition to the cumulative contribution of _____%
pay as liquidated damages, but who shall have the right under this contract, the provisions of Article terminate the contract and demand the breaching party damages
.
第五十一条 one party breach the contract and its annexes can not perform or can not be completely fulfilled, by the party liable for breach of default
; in the case of both breach of contract, according to the actual situation, the two parties shall bear their respective negative breach of contract.
XIX Force Majeure

第五 twelve as earthquakes, typhoons, floods, fires, war and other unforeseen consequences of its occurrence and can not prevent or avoid
force majeure, resulting in a direct impact on the performance of the contract or can not fulfill the conditions as agreed when the force majeure event
party shall immediately notify the other cable, and within 15 days thereafter provide the details and the contract can not
performance, or part unable to perform, or delay the execution of a valid reason for supporting documents, the documents should be notarized
force majeure issued by the region. Impact on the performance of the contract according to their degree of consultation by the parties to decide whether to lift
contract or to exempt part of the responsibility to fulfill the contract, or delay the execution of the contract.
Chapter Applicable Law

第 fifty-three the contract, its validity [link widoczny dla zalogowanych], interpretation, performance by the Chinese laws. Specific issues in a
been enacted without the applicable laws of China [link widoczny dla zalogowanych], you can reference to international customary practice.
Chapter XXI Settlement of Disputes

第 fifty-four arising from the execution of the contract or in connection with all disputes relating to this contract, the Parties shall, through friendly co-
Business address, if the consultation does not resolve,
shall be submitted to Council for the Promotion of International Trade Beijing Foreign Economic and Trade Arbitration Commission for arbitration in accordance with its rules of procedure for arbitration provisional
.
or, shall be submitted to __ __ __ State arbitration under the arbitration procedures of the arbitration body for arbitration.
or arbitration in the defendant country.
arbitration award is final and binding on both parties.
fifth amended [link widoczny dla zalogowanych], in the arbitration process, in addition to some of the disputes to arbitration, this contract shall continue to perform
.
Chapter XXII CONTRACT

fifty-sixth to the Contract and _____ in Chinese languages [link widoczny dla zalogowanych], both texts being equally authentic.
The two aforementioned event of any discrepancy, the Chinese version shall prevail.
XXIII contract takes effect, and other

accordance with Article Fifty-seventh of the principles of the contract entered into the following ancillary agreements, including: the technology transfer agreement proposed
, the sales agreement ... ..., are an integral part of this contract.
fifty-eighth to the Contract and its annex, People's Republic of examination and approval authority from the date of entry into force.
fifty-ninth send notifications between the parties, such as by telegram, telex, involving all parties rights and obligations should be followed by a written letter to
notice. Notices shall address the legal address of the recipient.
sixth this is a contract in January _____ _____ _____ day of authorized representatives from both sides of China in
_____ signed.
China __ __ State __ Company on behalf of the company on behalf of

7. THE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTURE

Whole Doc.

Chapter 1 General Provisions

In accordance with the Law of the People's Republic of China on Joint
Ventures Using Chinese and Foreign Investment (the and
___________ Company, in accordance with the principle of equality and
mutual benefit and through friendly consultations [link widoczny dla zalogowanych], agree to jointly invest
to set up a joint venture enterprise in ________of the People's Republic
of China.

Chapter 2 Parties of the Joint Venture

Article 1
Parties to this contract are as follows: ___________Company (
hereinafter referred to as Party A) [link widoczny dla zalogowanych], registered with __________ in China,
and its legal address is at ___________ (street) __________ (district)
___________ (city) ___________China.
Legal representative: Name:
Position:
Nationality:
__________Company (hereinafter referred to as Party B), registered
with __________. Its legal address at ___________.
Legal representative: Name:
Position:
Nationality:
(Note: In case there are more than two investors, they will be called
Party C, D. .. in proper order).



Chapter 3 Establishment of the Joint Venture Company
Article 2
In accordance with the Joint Venture Law and other relevant Chinese
laws and regulations, both parties of the joint venture agree to set up
_____________joint venture limited liability company (hereinafter
referred to as the joint venture company).
Article 3
The name of the joint venture company is __________Limited Liability
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 joint venture company shall be governed by the
laws, decrees and pertinent rules and regulations of the People's Republic
of China.
Article 5
The Organization form of the joint venture company is a limited
liability company. Each party to the joint venture company is liable to
the joint venture company within the limit of the capital subscribed by
it. The profits, risks and losses of the joint venture company shall be
shared by the parties in proportion to their contributions to the
registered capital.

Chapter 4 The Purpose, Scope and Scale of Production and Business

Article 6
The goals of the parties to the joint venture are to enhance economic
co-operation technical exchanges, to improve the product quality, develop
new products [link widoczny dla zalogowanych], and gain a competitive position in the world market in
quality and price by adopting advanced and appropriate technology and
scientific management methods [link widoczny dla zalogowanych], so as to raise economic results and ensure
satisfactory economic benefits for each investor.
(Note: This article shall be written according to the specific
situations in the contract).
Article 7
The productive and business scope of the joint venture company is to
produce __________ products; provide maintenance service after the sale of
the products; study and develop new products.
(Note: It shall be written in the contract according to the specific
conditions).
Article 8
The production scale of the joint venture company is as follows:
1. The production capacity after the joint venture is put into
operation is __________.
2. The production scale may be increased up to ____________ with the
development of the production and operation. The product varieties may be
developed 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 joint venture company is RMB
___________ (or a foreign currency agreed upon by both parties).
Article 10
Investment contributed by the parties is Renminbi __________, which
will be the registered capital of the joint venture company.
Of which: Party A shall pay ____________ Yuan [link widoczny dla zalogowanych], accounting for
__________%; Party B shall pay ___________Yuan, accounting for
__________%.
Article 11
Both Party A and Party B will contribute the following as their
investment:
Party A: cash __________Yuan
machines and equipment __________Yuan
premises __________Yuan
the right to the use of the site __________Yuan
industrial property __________Yuan
others __________ Yuan [link widoczny dla zalogowanych], __________ Yuan in all.
Party B: cash __________Yuan
machines and equipment __________Yuan
industrial property __________Yuan
others __________Yuan [link widoczny dla zalogowanych], __________Yuan in all.
(Note: When contributing capital goods or industrial property as
investment, Party A and Party B shall conclude a separate contract to be a
part of this main contract).
Article 12
The registered capital of the joint venture company shall be paid in
___________ installments by Party A and Party B according to their
respective proportion of their investment.
Each installment shall be as follows:
(Note: it shall be written according to the concrete conditions).
Article 13
In case any party to the joint venture intends to assign all or part
of his investment subscribed to a third party, consent shall be obtained
from the other party to the joint venture, and approval from the
examination and approval authority is required.
When one party to the joint venture assigns all or part of his
investment, the other party has preemptive right.

Chapter 6 Responsibilities of Each Party to the Joint Venture

Article 14
Party A and Party B shall be respectively responsible for the
following matters:
Responsibilities of Party A:
Handling of applications for approval, registration, business license
and other matters concerning the establishment of the joint venture
company from relevant departments in charge of China;
Processing the application for the right to the use of a site to the
authority in charge of the land;
Organizing the design and construction of the premises and other
engineering facilities of the joint venture company;
Providing cash [link widoczny dla zalogowanych], machinery and equipment and premises ... in accordance
with the provisions of Article 11;
Assisting Party B to process import customs declaration for the
machinery and equipment contributed by Party B as investment and arranging
the transportation within the Chinese territory;
Assisting the joint venture company in purchasing or leasing
equipment [link widoczny dla zalogowanych], materials, raw materials, articles for office use, means of
transportation and communication facilities etc.;
Assisting the joint venture company in contacting and settling the
fundamental facilities such as water , electricity, transportation etc.;
Assisting the joint venture in recruiting Chinese management
personnel, technical personnel, workers and other personnel needed;
Assisting foreign workers and staff in applying for entry visas, work
licenses and handling their travel procedures;
Responsible for handling other matters entrusted by the joint venture
company.
Responsibilities of Party B:
Providing cash, machinery and equipment, industrial property ... in
accordance with the provisions of Article 11, and responsible for shipping
capital goods such as machinery and equipment etc. contributed as
investment to a Chinese port;
Handling the matters entrusted by the joint venture company [link widoczny dla zalogowanych], such as
selecting and purchasing machinery and equipment outside China, etc.;
Providing necessary technical personnel for installing [link widoczny dla zalogowanych], testing and
trial production of the equipment as well as the technical personnel for
production and inspecting ;
Training the technical personnel and workers of the joint venture
company;
In case Party B is the licensor, it shall be responsible for the
stable production of qualified products of the joint venture company in
the light of design capacity within the specified period;
Responsible for other matters entrusted by the joint venture company.
(note: It shall be written according to the specific situation).

Chapter 7 Transfer of Technology

Article 15
Both Party A and Party B agree that a technology transfer agreement
shall be signed between the joint venture company and Party B (or a third
party) so as to obtain advanced production technology needed for realizing
the production and operation purpose and the production scale specified in
Chapter 4 of the contract, including product design, manufacturing
technology [link widoczny dla zalogowanych], means of testing, materials prescription, standard of quality
and the training of personnel etc.
(Note: It shall be written in the contract according to the concrete
conditions).
Article 16
Party B offers the following guarantees on the transfer of technology:
(Note: Article applies only when Party B is responsible for
transferring technology to the joint venture company).
1. Party B guarantees that the overall technology such as the
designing, manufacturing technology, technological process, tests and
inspection of products (Note: The name of the products shall be written)
provided to the joint venture company must be integrated, precise and
reliable. It is to meet the requirement of the joint venture's operation
purpose [link widoczny dla zalogowanych], and be able to obtain the standard of production quality and
production capacity specified in the contract;
2. Party B guarantees that the technology specified in this contract
and the technology transfer agreement shall be fully transferred to the
joint venture company, and pledges that the provided technology should be
truly advanced among the same type of technology produced by Party B, the
model, specification and quality of the equipment are excellent and it is
to meet the requirement of technological operation and practical usage;
3. Party B shall work out a detailed list of the provided technology
and technological service at various stages as specified in the technology
transfer agreement to be an appendix to the contract, and guarantee its
performance;
4. The drawings, technological conditions and other detailed
information are part of the transferred technology and shall be provided
on time;
5. During the term of the technology transfer agreement, Party B shall
provide the joint venture company with any improvements in the technology
and the improved information and technological materials in time, and
shall not charge separate fees;
6. Party B shall guarantee that the technical personnel and the
workers in the joint venture company can master all the technology
transferred within the period specified in the technology transfer
agreement.
Article 17
In case Party B fails to provide equipment and technology in
accordance with the provisions of this contract and the technology
transfer agreement or in case any deceiving or concealing actions are
found, Party B shall be responsible for compensating the direct losses to
the joint venture company.
Article 18
The technology transfer fee shall be paid in royalties. The royalty
rate shall be ___________% of the net sales value of the products.
The term for royalty payment is the same as the term for the
technology transfer agreement specified in Article 19 of this contract.
Article 19
The term for the technology transfer agreement signed by the joint
venture company and Party B is ___________ years. After the expiration of
the technology transfer agreement, the joint venture company shall have
the right to use, research and develop the imported technology
continuously.
(Note: The term for a technology transfer agreement is generally no
longer than 10 years, and it shall be approved by the Ministry of Foreign
Trade and Economic Cooperation or other examination and approval
authorities entrusted by the Ministry of Foreign Trade and Economic
Cooperation).

Chapter 8 Selling of Products
Article 20
The products of joint venture company will be sold both on the Chinese
and the overseas market, the export portion accounts for __________%,
__________% for the domestic market.
(Note: An annual percentage and amount for outside and domestic
selling will be written out according to practical situations, in normal
conditions, the amount for export shall at least meet the needs of foreign
exchange expenses of the joint venture company).
Article 21
Products may be sold on overseas markets through the following
channels:
The joint venture company may directly sell its products on the
international market [link widoczny dla zalogowanych],