Industrial property:_________RMB
Others:_________RMB
(Note: When contributing 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 right to the use of site contributed by Party A shall be for the use of the cooperative venture company within__________________days after the approval of the contract.
The cash contributed by Party B shall be paid in_______________installment. Each installment shall be_________.
Article 13
The machines and equipment contributed by Party B as investment shall meet the needs of the cooperative venture company, and shall be carried to the Chinese port_________days before the completion of the premises construction.
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:
(1) Handling of applications for approval, registration, business license and other matters concerning the establishment of the cooperative venture company from relevant departments in charge of China;
(2) Processing the application for the right to the use of a site to the authority in charge of the land;
(3) Organizing the design and construction of the premises and other engineering facilities of the cooperative venture company;
(4) 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;
(5) Assisting the cooperative venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;
(6) Assisting the cooperative venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.；
(7) Assisting the cooperative venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed;
(8) Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures;
(9) Responsible for handling other matters entrusted by the cooperative venture company.
Responsibilities of Party B:
(1) Providing cash, machinery and equipment, industrial property in accordance with the provisions of Article 11 and Article 12, 13, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port;
(2) Handling the matters entrusted by the cooperative venture company, such as selecting and purchasing machinery and equipment outside China, etc.;
(3) Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting;
(4) Training the technical personnel and workers of the cooperative venture company;
(5) In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the cooperative venture company in the light of design capacity within the specified period;
(6) Responsible for other matters entrusted by the joint venture company.
Chapter 7 Distribution of Profits and Repayment for Party Bs Investment
Article 15
The cooperative venture company shall distribute its profits in accordance with the following procedure after paying the income tax:
(1)_______________% as allocations for reserve funds, expansion funds, welfare funds and bonuses for staff and workers of the cooperative venture company;
(2)_______________% as repayment for Party Bs Investment and_____Years scheduled to pay back all Party Bs Investment;
(3)_______________% of the left distributed to Party A and_____% to Party B.
Chapter 8 Selling of Products
Article 16
The products of cooperative venture company will be sold on both 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 operations. In normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company).
Article 17
Products may be sold on overseas markets through the following channels:
(1) The cooperative venture company may directly sell its products on the international market, accounting for_________%.
(2) The cooperative venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for_________%.
(3) The cooperative venture company may entrust Party B to sell its products, accounting for_________%.
Article 18
The cooperative ventures products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive sales, or may be sold by the cooperative venture company directly.
Chapter 9 The Board of Directors
Article 19
The date of registration of the cooperative venture company shall be the date of the establishment of the board of directors of the cooperative venture company.
Article 20
The board of directors is composed of_______________directors, of which_______________shall be appointed by Party A,_______________by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B.
The term of office for the directors, chairman and vice-chairman is four years, their term of office may be renewed if continuously appointed by the relevant party.
