英文版合资公司协议 Joint Venture Agreement - HPCEC
2024年jointventure合同：中外合资企业合作协议
专业合同封面COUNTRACT COVER20XXP ERSONAL甲方：XXX乙方：XXX2024年joint venture 合同：中外合资企业合作协议本合同目录一览1. 合作原则1.1 合营目的1.2 合营原则1.3 遵守法律法规2. 合营双方2.1 合营各方名称和住所2.2 合营各方出资2.3 合营各方权利和义务3. 合营企业的组织和经营管理3.1 组织结构3.2 董事会组成和职权3.3 经营管理机构3.4 决策程序4. 合营企业的生产和经营范围4.1 合营企业主要产品4.2 合营企业经营范围4.3 合营企业业务拓展5. 技术合作和知识产权5.1 技术引进和转让5.2 技术合作方式5.3 知识产权保护6. 财务和会计6.1 财务管理制度6.2 会计核算原则6.3 财务报告和审计7. 利润分配和亏损负担7.1 利润分配原则7.2 亏损负担原则7.3 税收承担8. 合同的变更和解除8.1 合同变更条件8.2 合同解除条件8.3 合同变更和解除的程序9. 争议解决9.1 争议解决方式9.2 仲裁程序9.3 司法解决10. 合同的生效、终止和延长10.1 合同生效条件10.2 合同终止条件10.3 合同延长条件11. 合同的适用法律11.1 合同的签订、履行、解释及争议解决均适用中华人民共和国法律12. 其他12.1 合同的附件12.2 合同的修改和补充12.3 合同的失效13. 合同的签署13.1 合营各方代表签署13.2 签署日期和地点14. 合同的副本14.1 合营各方各执一份14.2 报相关部门备案第一部分：合同如下：第一条合作原则1.1 合营目的1.2 合营原则合营各方遵循投资合作、风险共担、利益共享、合作共赢的原则，共同开展合营企业的生产经营活动。
1.3 遵守法律法规合营各方必须遵守中华人民共和国的法律、法规和政策，严格按照合营合同和章程的规定进行经营活动。
第二条合营双方2.1 合营各方名称和住所合营各方名称：甲方：（名称）乙方：（名称）合营各方住所：甲方：（住所）乙方：（住所）2.2 合营各方出资合营各方按照出资比例，共同出资设立合营企业，并按照出资额承担相应的责任和风险。
合作投资协议翻译版
JOINT VENTURE INVESTMENT AGREEMENTThis Joint Venture Agreement is made and entered on 25 August 2018 in consideration of the mutual covenant, promises and undertakings delineated herein, and other good valuable consideration by the parties herein below agreeing to venture and develop worthwhile Global Projects.本合资协议于2018年8月25日根据本协议所界定的公契，承诺及担保而制定及订立，下文各方同意承担风险投资及发展有价值的全球项目。
Between, a Company duly constituted in(Hereinafter called the Party A) as represented byPosition: holder of Passport No:And(Hereinafter called the Party B) as represented by,Position: President , holder of Passport No:WHEREASA.PARTY B was formed to establish a professionally managed project fundingorganization to facilitate the development and execution of worthwhile projects predominantly in China and/or globally that wish to implement a pro-growth, pro-poor, pro-employment economic program.乙方的成立是为了建立一个专业管理的项目筹资组织，以促进主要在中国和/或全球实施有利增长，扶贫，促进就业经济等有价值项目的发展和实施。
合资企业英文合同范本
合资企业英文合同范本[Your Company Name][Your Address][City, State, Zip Code][E Address][Phone Number][Date]_______________ ("_______________")[Recipient's Company Name][Recipient's Address][City, State, Zip Code]Subject: Joint Venture AgreementDear [Recipient's Name],We are pleased to present this Joint Venture Agreement ("Agreement") between [Your Company Name] ("_______________") and [Recipient's Company Name] ("_______________") (collectively referred to as the "Parties"). The purpose of this Agreement is to establish a joint venture for the purpose of [briefly describe the purpose of the joint venture, e.g., conducting business operations, developing a product, etc.].1. DEFINITIONSIn this Agreement, the following terms shall have the meanings ascribed to them below:1.1 "_______________" means [define term].1.2 "_______________" means [define term].1.3 "_______________" means [define term].2. JV COMPANY2.1 Formation of JV Company. The Parties agree to form a joint venture pany, to be known as [JV Company Name] ("JV Company"), which shall be a [type of legal entity, e.g., corporation, limited liability pany, etc.] incorporated in [country/state of incorporation].2.2 Share Capital. The share capital of the JV Company shall be [amount] divided into [number] shares of a par value of [amount] each.2.3 Shareholders. The Parties agree to subscribe for and hold the shares of the JV Company in the following proportions:[List the shares subscribed each Party and the corresponding percentage of ownership].2.4 Management and Control. The management and control of the JV Company shall be vested in a Board of Directors ("Board") consisting of [number] members, to be appointed the Parties as follows:[List the appointment terms and voting rights of the Board members].3. CONTRIBUTIONS AND FUNDING3.1 Contributions. Each Party shall contribute to the JV Company the following amounts or assets:[List the contributions of each Party, including the type and value of assets or funds].3.2 Funding. The Parties agree to provide additional funding to the JV Company as may be required from time to time, in accordance with the decisions of the Board.4. ROLES AND RESPONSIBILITIES4.1 Responsibilities of _______________. _______________ shall be responsible for [describe specific responsibilities of _______________].4.2 Responsibilities of _______________. _______________ shall be responsible for [describe specific responsibilities of _______________].5. PROFIT AND LOSS ALLOCATION5.1 Profit and Loss Distribution. The profits and losses of the JV Company shall be allocated among the Parties in the following proportions: [List the profit and loss allocation percentages for each Party].5.2 Taxation. The Parties shall be responsible for their respective tax liabilities arising from their contributions, distributions, and other transactions with the JV Company.6. TERM AND TERMINATION6.1 Term. This Agreement shall mence on the date hereof and shall continue for a term of [duration], unless earlier terminated in accordance with this Agreement.6.2 Termination. This Agreement may be terminated either Party upon written notice to the other Party in the event of:[List termination events, e.g., breach of this Agreement, bankruptcy of a Party, etc.].7. DISPUTE RESOLUTION7.1 Dispute Resolution. Any disputes arising out of or in connection with this Agreement shall be resolved arbitration in accordance with the rules of the [arbitration institution].8. GOVERNING LAW8.1 Governing Law. This Agreement shall be governed and construed in accordance with the laws of [jurisdiction].9. ENTIRE AGREEMENT9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.IN WITNESS WHEREOF, the Parties have executed this Joint Venture Agreement as of the date first above written.。
中外合资企业股东协议中英文对照5篇
中外合资企业股东协议中英文对照5篇全文共5篇示例，供读者参考篇1Joint Venture Shareholders Agreement中外合资企业股东协议This Shareholders Agreement (the “Agreement”) is made and entered into as of [date], by and between [Chinese shareholder], a company duly incorporated and validly existing under the laws of the People’s Republic of China (“Chinese Shareholder”), and [f oreign shareholder], a company duly incorporated and validly existing under the laws of [country] (“Foreign Shareholder”).本股东协议（以下简称“协议”）由中方股东[中方股东名称]（以下简称“中方股东”）和外方股东[外方股东名称]（以下简称“外方股东”）于[date]签署并生效。
Recitals鉴于以下事实：1. Chinese Shareholder and Foreign Shareholder have agreed to establish a joint venture company in China for the purpose of [purpose of joint venture].中方股东和外方股东已就在中国设立一家合资企业的目的为【合资企业目的】而达成了协议。
2. In order to regulate their rights and obligations as shareholders in the joint venture company, the parties have decided to enter into this Agreement.为了规范双方在合资企业中作为股东的权利和义务，双方决定签署本协议。
合资协议合同范本 英文
合资协议合同范本英文Joint Venture Agreement.Article 1: Purpose, Form and Duration of the Joint Venture.The purpose of the Joint Venture Company (hereinafter referred to as "the Company") is to engage in [specific business activities]. The Company shall be established in the form of a limited liability company and its duration shall be [specify duration or indefinite].Article 2: Registered Capital and Contribution of the Parties.1. The registered capital of the Company shall be [amount in currency] divided into [number] equal shares, with each share valued at [amount per share in currency].2. Party A shall contribute [amount and type ofcontribution] to the registered capital, representing [percentage] of the total registered capital. Party B shall contribute [amount and type of contribution], representing [percentage] of the total registered capital.3. The contributions shall be made in cash or in kind and shall be fully paid-up within [timeframe] upon the establishment of the Company.Article 3: Management Structure of the Joint Venture.1. The Company shall have a Board of Directors consisting of [number] directors, with [number] directors appointed by Party A and [number] directors appointed by Party B.2. The Board of Directors shall be responsible for making major decisions on the Company's operations, including but not limited to investment plans, budget approval, and appointment of the General Manager.3. The General Manager shall be appointed by the Boardof Directors and shall be responsible for the daily management of the Company.Article 4: Profit Distribution and Risk Sharing.1. The profits and losses of the Company shall be distributed and shared by the Parties in proportion to their respective contributions to the registered capital.2. The Company shall distribute its profits in accordance with its articles of association and applicable laws and regulations.Article 5: Obligations and Responsibilities of the Parties.1. Both Parties shall fulfill their obligations and responsibilities stipulated in this Agreement and the articles of association of the Company.2. Party A shall [list specific obligations and responsibilities of Party A].3. Party B shall [list specific obligations and responsibilities of Party B].Article 6: Termination and Dissolution of the Joint Venture.1. The Joint Venture may be terminated upon the expiration of its duration or by mutual agreement between the Parties.2. The Joint Venture may also be dissolved in accordance with the provisions stipulated in its articles of association and applicable laws and regulations.3. Upon the termination or dissolution of the Joint Venture, the Parties shall proceed with the liquidation of the Company in accordance with the laws and regulations of [relevant jurisdiction].Article 7: Applicable Law and Dispute Resolution.1. This Agreement shall be governed by the laws of [relevant jurisdiction].2. Any disputes arising from or in connection with this Agreement shall be settled through friendly negotiations between the Parties. If no settlement can be reached, the dispute shall be submitted to [specify arbitration institution] for arbitration in accordance with its arbitration rules. The arbitration award shall be final and binding upon both Parties.Article 8: Miscellaneous.1. This Agreement shall constitute the entire agreement between the Parties relating to the establishment and operation of the Joint Venture and shall supersede any previous agreements or understandings between them.2. This Agreement may be amended or supplemented by mutual agreement between the Parties. Any such amendment or supplement shall form an integral part of this Agreement.3. This Agreement shall be executed in [number] originals, with each Party holding [number] original. All originals shall have equal legal effect.IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.FOR AND ON BEHALF OF PARTY A:Name: _________________。
合资协议书(中英文)
合资协议书（中英文）来合资协议书（中英文）合资协议书JOINT VENTURE AGREEMENTEntered into between恒信集团HENGXIN GROUP与 ANDZENTRIC INC与ANDJET GLORY ASIA GROUP LIMITEDAs of the day of 15 October, 2010本合资协议签订于2010年 10月15 日JOINT VENTURE AGREEMENT made and entered into as of 15 October, 2010;合作三方为：恒信集团，该公司董事长沈小龙-声明:本公司是依照中国法律注册成立的公司，公司总部位于中国吉林市重庆路天胜2区A号楼。
（下称“中方公司简称”恒信”）BETWEEN:Hengxin Group a company incorporated under the laws of China, having its head office in Building A, the 2nd District of Tiansheng, Chongqing Rd., Jilin city, People’s Republic of China, herein represented by Shen Xiaolong its President.(hereinafter referred to as “Hengxin”)以及Zentric INC.，该公司的执行总裁Jeff Mak声明：本公司是依照美国法律注册成立的上市公司，公司总部位于加拿大安大略省密西加市Southdown路802号单位 C2，邮编：L5J 2Y4。
（下称“Zentric”）AND:Zentric INC., a Public corporation incorporated under the laws of the United States of America , having its Principle Executive Head Office at Unit C2, 802 Southdown Road, Mississauga, Province of Ontario L5J 2Y4, Canada, herein represented by Jeff Mak as Chief ExecutiveOfficer/President.(hereinafter referred to as “Zentric”)以及捷荣亚州集团有限公司 , 该公司的董事长Tsang Chi Lam公司是依照香港法律注册有限公司,地址位于香港九龙尖沙咀柯士甸道122号丽斯中心11楼A室(hereinafter referred to as “捷荣“ )AND: Jet Glory Asia Group Limited, incorporated under the law of Hong Kongherein represented by Tsang Chi Lam as presidentLocation at: Suite A , 11/F, Ritz Plaza,122 Austin Road, Tsimshatsui, Kowloon, Hong Kong(hereinafter referred to as “Jet Glory “)恒信，Zentric和捷荣合称时为三方，单独称时为“一方”。
纯英文版中外名企合作成立合资项目公司协议书-经典示范版
（纯英文版）中外名企合作成立合资项目公司协议书Chinese-Foreign Cooperative Joint VenturesChapter 1General ProvisionsIn accordance with the Law of the People's Republic of China on Chinese- Foreign Cooperative Joint Ventures and other relevant Chinese laws and regulations, XXX__Company and __XXX__Company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly set up a Cooperative venture in __XXX__ the People's Republic of China.Chapter 2Parties of the Cooperative VentureArticle 1Parties to this contract are as follows:Party A :XXXX Company (hereinafter referred to as Party A), registered with __XXX __in China, and its legal address is at XXX __(street)__ XXX(district)__XXX ___(city)___ XXX ___China.Legal representative: XXX Name: XXXPosition: XXX Nationality: XXXPartyB:YYYY ________________ Company (hereinafter referred to as Party B), registeredwith__ XXX __. Its legal address at XXX.Legal representative: YYYY Name: YYYYPosition: YYYY Nationality: YYYY(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 CompanyArticle 2In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up __ZZZ Cooperative venture limited liability company(hereinafter referred to as the Cooperative venture company).Article 3The name of the Cooperative venture company is ZZZ __ Limited Liability Company. The name in foreign language is _HHH_. The legal address of the joint venture company is at __SSS__street__SSS__(city)__SSS province.Article 4All activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People's Republic of China.Article 5The organization form of the Cooperative venture company is a limited liability company. The profits, risks and losses of the Cooperative venture company shall be shared by the parties according to the relevant provisions 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 enhance economic cooperation technical exchanges, to improvethe product quality, develop new products, and gain a competitive position in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each Cooperator. (Note: This article shall be written according to the specific situations in the contract).Article 7The productive and business scope of the Cooperative venture company is to produce __MMM__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 8The production scale of the Cooperative venture company is as follows:1.The production capacity after the Cooperative venture is put into operation is _NNN_.2.The production scale may be increased up to_ _NNN__ with the development of the production and operation. The product varieties maybe developed into _NNN.(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 is RMB XXX(or a foreign currency agreed upon by both parties).Article 10The registered capital of the joint venture company is RMB __XXX__. (Exclusive of the right to the use of the site or the right to the exploitation of the natural resources and premises contributed by Party A.)Article 11Party A and Party B will contribute the following to the cooperative venture:Party A: premises__XXX__m2 ;the right to the use of the site__XXX__m2Party B: cash _____________ X XX Yuan; machines and equipment XXX Yuan;industrialproperty __XXX ____________ Yuan ;others __XXX ________________ Yuan, __XXX ____________ Yuan in all. (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 12The right to the use of site contributed by Party A shall be for the use of the cooperative venture company within __ XXX __days after the approval of the contract.The cash contributed by Party B shall be paid in__ XXX __ installment.Each installment shall be as follows: (Note: it shall be written according to the concrete conditions).Article 13The 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_ XXX __ days before the completion of the premises construction.Chapter 6 Responsibilities of Each Party to the Joint VentureArticle 14Party 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 cooperative 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 designand construction of the premises and other engineering facilities of the cooperative venture company;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 cooperative venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;Assisting the cooperative venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.;Assisting the cooperative 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 cooperative venture company.Responsibilities of Party B: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;Handling the matters entrusted by the cooperative venture company, such as selecting and purchasing machinery and equipment outside China, etc.;Providing necessary technical personnel for installing, 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 cooperative venture company;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;Responsible for other matters entrusted by the joint venture company. (note: It shall be written according to the specific situation).Chapter 7Distribution of Profits and Repayment for Party B's Investment Article 15 The cooperative venture company shall distribute its profits in accordance with the following procedure after paying the income tax _XXX_% as allocations for reserve funds,expansion funds,welfare funds and bonuses for staff and workers of the cooperative venture company__XXX__% as repayment for Party B's investment and XXX Years scheduled to pay back all Party B's Investment; __ _XXX% of theleft distributed to Party A and ________________ XXX% to Party B.Chapter 8Selling of ProductsArticle 16The products of cooperative venture company will be sold both on the Chinese and the overseas market, the export portion accounts for __ XXX __%, __ XXX __% 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 17Products may be sold on overseas markets through the following channels: The cooperative venture company may directly sell its products on the international market, accounting for __ XXX __%.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 __ XXX __%.The cooperative venture company may entrust Party B to sell its products, accounting for _ XXX _%.Article 18The cooperative venture's 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.Article 19In order to provide maintenance service to the products sold both in China or abroad, the cooperative venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department.Chapter 9 The Board of DirectorsArticle 20The 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 21The board of directors is composed of _ XXX _directors, of which _ XXX _shall be appointed by Party A, _ XXX _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-chairmans four years, their term of office may be renewed if continuously appointed by the relevant party. Article 22The highest authority of the cooperative venture company shall be its board of directors. It shall decide all major issuesconcerning the cooperative venture company.Unanimous approval shall be required for any decisions concerning major issues. As forother matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract).Article 23The chairman of the board is the legal representative of the cooperative venture company. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice-chairman or any other directors to represent the joint venture company temporarily.Article 24The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file.Article 25The meeting shall be valid only when more than two thirds of the total number of directors attend. In case of absence, the director shall entrust another person to attend and vote for him with a trust deed.Chapter 10 Business Management OfficeArticle 26The cooperative venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party __X, X_deputy general managers, _X__by Party __X; X__by Party X . The general manager and deputy general managers whose terms of office is __ XXX years shall be appointed by the board ofdirectors.Article 27The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the cooperative venture company. The deputy general managers shall assist the general manager in his work. Article 28The general manager shall report to the board of directors the operation conditions of the cooperative company everythree months, and make a financial report every six months.Article 29In case of graft or serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time.Chapter 11 Labor ManagementArticle 30Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture company as a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures. The labor contracts shall, after being signed, be filed with the local labor management department.Article 31The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board of directors.Chapter 12 Taxes, Finance and AuditArticle 32The cooperative venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.Article 33Staff members and workers of the cooperative venture company shall pay individual income tax according to the Individual Income Tax Law of the People's Republic of China.Article 34The fiscal year of the joint venture company shall be from January 1 to December 31, All vouchers, receipts, statistic statements and reports shall be written in Chinese. (Note: A foreign language can be used concurrently with mutual consent).Article 35Financial checking and examination of the cooperative venture company shall be conducted by an auditor registered in China and reports shall be submitted to the board of directors and the general manager. In case Party B considers it necessary to employ a foreign auditor registered in another country to undertake annual financial checking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B.Article 36In the first three months of each fiscal year, the manager shall prepare the previous year's balance sheet, profit and loss statement and proposal regarding the disposal of profits, and submit them to the board of directors for examination and approval.Chapter 13 Duration of the Cooperative VentureArticle 37The duration of the cooperative venture company is_XXX_years. The establishment date of the joint venture company shall be the date on which the business license of the cooperative venture company is issued. An application for the extension of the duration, proposed by one party and unanimously approved by the board of directors, shall be submitted to the Ministry of Foreign Trade and Economic Cooperation (or the examination and approval authority entrusted by it) six months prior to the expiry date of the joint venture.Chapter 14The Disposal of Assets after the Expiration of the Duration Article 38Upon the expiration of the duration, the assets shall belong to Party A.Chapter 15InsuranceArticle 39Insurance policies of the joint venture company on various kinds of risks shall be underwritten with the People's R印ublic of China. Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the People's Insurance Company of China.Chapter 16 The Amendment, Alteration and Termination of the Con- tract Article 40 The amendment of the contract or other appendices shall come into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority.Article 41In case of inability to fulfil the contract or to continue operation due to heavy losses in successive years as a result of force majeure, the duration of the cooperative venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority.Chapter 17 Liability for Breach of ContractArticle 42Should the cooperative venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfil the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority, and to claim damages. In case Party A and Party B of the cooperative venture company agree to continue the operation, the party who fails to fulfil its obligations shall be liable for the economic losses caused thereby to the joint venture company.Article 43Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract, the party inbreach shall pay to the other party _ XXX __Yuan, or _ XXX _% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after _ XXX __months, __ XXX __Yuan, o r _ XXX __% of the contribution shall be paid to the other party, who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 42 of the contract.Article 44Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability therefor. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation.Article 45In order to guarantee the performance of the contract and its appendices, both Party A and Party B shall provide each other with bank guarantees for performance of the contract within days after the contract comes into force.Chapter 18 Force MajeureArticle 46Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the obligations for implementation of the contractor whether to delay the execution of the contract according to the effects of the events on the performance of the contract.Chapter 19 Applicable LawArticle 47The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People's R印ublic of China.Chapter 20 Settlement of DisputesArticle 48Any disputes arising from the execution of, or in connection with, the contract shall be settled through friendly consultations between both parties. In case no settlement can be reached through consultations, the disputes 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 rules of procedure. The arbitral award is final and binding upon both parties. Article 49During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute.Chapter 21 LanguageArticle 50The contract shall be written in Chinese and in.Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.Chapter 22 Effectiveness of the Contract and MiscellaneousArticle 51The appendices drawn up in accordance with the principles of this contract areintegral parts of this contract, including: the project agreement, the technology transfer agreement, the sales agreement etc. Article 52The contract and its appendices shall come into force commencing from the date of approval of the Ministry of Foreign Trade and Economic Cooperation of the People's R 印ublic of China (or its entrusted examination and approval authority). Article 53Should notices in connection with any party's rights and obligations be sent by either Party A or Party B by telegram or telex, etc., the Written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses.Article 54The contract is signed in XXX , China by the authorized representatives of both parties on X, 19 20XX.For Party B (Signature)Guangzhou,Guangdong,China For Party A(Signature)。
英文版合资协议
英文版合资协议目标该文档旨在制定一份英文版合资协议，明确参与合资的各方的权利和责任，确保双方的利益得到保护和维护。
合资协议内容1. 合资主体该合资协议由以下各方组成：- [公司A名称]，注册地址[公司A注册地址]- [公司B名称]，注册地址[公司B注册地址]2. 合资目的双方同意通过合资来共同经营一个新公司，旨在实现以下目标：- [目标1]- [目标2]- [目标3]3. 注册资本根据合资协议，双方同意共同投资注册资本，具体金额为：[注册资本金额]，双方按照以下比例进行出资：- [公司A]出资[出资金额]，占注册资本比例[比例]- [公司B]出资[出资金额]，占注册资本比例[比例]4. 公司运营合资公司的运营将遵守以下原则：- 公司治理结构由董事会和管理层共同组成- 董事会由双方共同提名的董事组成- 管理层由双方共同提名的高级管理人员组成- 合资公司的经营决策由董事会和管理层共同决定，双方有平等的发言权和投票权5. 盈利分配根据合资协议，盈利将按照以下方式进行分配：- 分配给[公司A]的盈利比例为[比例]- 分配给[公司B]的盈利比例为[比例]6. 合资协议期限合资协议的期限为[期限]，双方同意在合资协议到期前进行必要的续约协商。
7. 终止协议合资协议可以在以下情况下终止：- 双方一致同意终止合资关系- 发生严重违约行为- 根据法律法规的规定8. 争议解决在合资合作过程中，如有任何争议，双方同意通过友好协商解决。
如无法通过协商解决，争议将提交至[仲裁委员会名称]进行仲裁。
合资协议生效本合资协议自双方签署之日起生效，有效期至合资协议期限届满或终止。
双方确认已充分阅读、理解并同意以上合资协议内容。
签署方：[公司A名称] [公司B名称]日期：日期：。
中英文合资合作经营协议书
甲方：乙方：合资经营协议 2015年4月合资经营协议书第一章总则有限公司（以下简称甲方）与公司（以下简称乙方），依据国家有关法律、法规，本着平等互利的原则和友好合作的精神，通过协议，一致同意组建合资公司。
第二章合资双方第一条本合同及合资公司各方为：（一）甲方：是一家依照国家法律成立并存在的公司，在工商行政管理局注册登记。
法定地址：电话号码：传真号码：法人代表：职务：（二）乙方：公司是一家依照国家法律成立并存在的公司，在工商行政管理局注册登记。
法定地址：电话号码：传真号码：法人代表：职务：第二条甲乙双方均应严格遵守本合同的各项条款，履行本合同的各项义务，并享有本合同的利益。
第三章成立合资经营公司第三条甲乙双方根据国家有关法律、法规，一致同意合资成立分销合作企业（简称合资 1公司）第四条合作公司名称为：公司。
第五条合资公司的注册法定地址为：。
第六条合资公司组织形式为有限责任公司，是具有法人地位的经济实体。
在肯尼亚国家法律、法规和合资公司合同章程规定的范围内，实行自主经营、独立核算、自负盈亏，独立承担经济责任，合资公司的一切权益和财产归合资公司所有，甲乙双方以各自提供的合资条件承担风险、亏损和责任。
甲乙双方按合资规定的利益分配比例分享利润。
第五条初始阶段合资公司注册于肯尼亚，为甲方和乙方的海外销售平台公司，后续视业务的发展情况也可以在其他非洲国家横向拓展并注册其他合资公司。
合资公司业务中的所有供应链环节的费用（包括国内采购、内陆拖车、出口报关、国际海运、目的岗清关及目的港内陆拖车至仓库环节，目的地仓储，售后服务）由乙方负责，合资公司在海外当地的行政／销售环节的运营费用由甲方负责，合资公司的财务由甲方和乙方共同监督管理。
第四章合作公司宗旨、经营范围和合作项目第七条合资公司的宗旨（一）运用甲方在的经营管理能力及营销资源，实现乙方供应货物在非洲市场的快速销售及资金变现。
（二）借助乙方的强大后台供应链整合能力，提升合作平台在非洲市场的市场及品牌影响力。
公司合资合同范本英文
公司合资合同范本英文Joint Venture AgreementThis Joint Venture Agreement (this "Agreement") is made and entered into as of [Effective Date], and between [Company A], a pany incorporated under the laws of [Company A’s Jurisdiction of Incorporation] with its princip al place of business at [Company A’s Address], and [Company B], a pany incorporated under the laws of [Company B’s Jurisdiction of Incorporation] with its principal place of business at [Company B’s Address].WHEREAS, [Company A] and [Company B] are desirous of entering into a joint venture to engage in the business of [Joint Venture Business], on the terms and conditions hereinafter set forth;NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, and for other good and valuable consideration, the receipt and sufficiency of which are here acknowledged, the parties hereto agree as follows:Article 1 DefinitionsIn this Agreement, the following terms shall have the following meanings:1. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, or is controlled , or is under mon control with, such Person. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, contract or otherwise.2. "Business" means the business of engaging in the [Joint Venture Business].3. "Joint Venture" means the joint venture formed the Parties hereto in accordance with the terms and conditions of this Agreement.4. "Joint Venture Company" means the Company incorporated as a result of the formation of the Joint Venture in accordance with the relevant provisions of this Agreement.5. "Knowledge" means all information, including but not limited to technical, business, financial, and marketing information, whether in written, oral, or other form, that is known or reasonably should be known a Party hereto.6. "Person" means any individual, corporation, partnership, limited liability pany, trust, unincorporated organization, or other legal or mercial entity.7. "Representatives" means, with respect to a Person, such Person's directors, officers, employees, agents, advisors, and representatives.Article 2 Establishment of the Joint Venture1. The Parties hereto here establish the Joint Venture, which shall be a limited liability pany organized and existing under the laws of the [Jurisdiction of Incorporation] and shall have all the powers and privileges and be subject to all the obligations and restrictions imposed such laws.2. The principal place of business of the Joint Venture shall be located at [Joint Venture’s Address], or at such other place as may be determined the Joint Venture Company from time to time.3. The term of the Joint Venture shall mence on the date hereof and shall continue until the earlier of the liquidation and dissolution of the Joint Venture Company or the expiration of the term of this Agreement, unless sooner terminated in accordance with the provisions of this Agreement.Article 3 Capitalization of the Joint Venture1. The authorized capital of the Joint Venture Company shall be [Authorized Capital] divided into [Number of Shares] shares, each share having a par value of [Par Value].2. [Company A] shall contribute cash and other assets having a fr market value of [Contribution A] to the Joint Venture in exchange for [Number of SharesA] of the Joint Venture Company's shares.3. [Company B] shall contribute cash and other assets having a fr market value of [Contribution B] to the Joint Venture in exchange for [Number of Shares B] of the Joint Venture Company's shares.4. The contributions of the Parties hereto shall be made within [Contribution Deadline] of the date hereof, and shall be delivered to the Joint Venture Company in accordance with the procedures set forth in this Agreement.Article 4 Management of the Joint Venture1. The management of the Joint Venture shall be vested in the Joint Venture Company, which shall have all the powers and authority necessary to carry on the Business.2. The Joint Venture Company shall be managed a board of directors, which shall consist of [Number of Directors] directors, as determined the Joint Venture Company from time to time. The Parties hereto shall each appoint [Number of Directors A] and [Number of Directors B] directors to the board of directors, respectively. The directors shall hold office until their successors are duly elected and qualified.3. The board of directors shall have the power to adopt, amend, and repeal the -laws of the Joint Venture Company, to appoint and remove officers of the Joint Venture Company, to determine the salaries and pensation of the officers of the Joint Venture Company, to approve the annual budget and financial statements of the Joint Venture Company, and to transact all other matters necessary or appropriate for the conduct of the Business.4. The board of directors shall meet regularly at least once a year, and may also meet at such other times as may be called the chrman of the board or a majority of the directors. A majority of the directors present at a meeting shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the directors present at a meeting shall be the act of the board of directors.5. The officers of the Joint Venture Company shall be appointed the board of directors and shall have such powers and duties as may be determined the board of directors. The officers of the Joint Venture Company shall include a president, a chief executive officer, a chief financial officer, and such other officers as may be appointed from time to time.Article 5 Accounting and Financial Reporting1. The Joint Venture Company shall mntn accurate and plete books and records of its financial transactions and shall prepare financial statements in accordance with generally accepted accounting principles.2. The Joint Venture Company shall prepare consolidated financial statements as of the end of each fiscal year, which shall include the financial statements of the Joint Venture Company and its subsidiaries.3. The financial statements of the Joint Venture Company shall be audited an independent public accountant selected the board of directors.4. The Joint Venture Company shall make avlable to each Party hereto upon request copies of its financial statements and other financial information.Article 6 Distribution of Profits and Losses1. The profits and losses of the Joint Venture Company shall be allocated among the Parties hereto in accordance with their respective ownership interests in the Joint Venture Company.2. The Joint Venture Company shall make distributions to the Parties hereto out of its avlable funds in accordance with their respective allocations of profits and losses.Article 7 Tax Matters1. The Joint Venture Company shall file all tax returns and reports required law and shall pay all taxes, fees, and other obligations imposed on it.2. The Parties hereto shall cooperate with each other and with the Joint Venture Company to ensure that the Joint Venture Company is treated as a disregarded entity for tax purposes to the maximum extent permitted law.3. The Parties hereto shall indemnify and hold harmless the Joint Venture Company and its officers, directors, and employees from and agnst any and all clms, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to any tax liability of the Joint Venture Company or its subsidiaries.Article 8 Intellectual Property1. All intellectual property rights developed or acquired the Joint Venture Company during the term of this Agreement shall be owned the Joint Venture Company.2. The Parties hereto shall cooperate with each other and with the Joint Venture Company to protect and enforce the intellectual property rights of the Joint Venture Company.3. The Parties hereto shall have the right to use the intellectual property rights of the Joint Venture Company in the conduct of their respective businesses, subject to the terms and conditions of this Agreement and any applicable licenses granted the Joint Venture Company.Article 9 Confidentiality1. The Parties hereto shall hold in confidence and not disclose to any third party any information obtned in connection with this Agreement or the Joint Venture, except as may be required law or the order of a court or other governmental authority, or as may be necessary to carry out the purposes of this Agreement.2. The obligations of confidentiality set forth in this Article shall survive the termination of this Agreement.Article 10 Termination and Dissolution1. This Agreement may be terminated mutual agreement of the Parties hereto.2. This Agreement may be terminated upon the occurrence of any of the following events:The Joint Venture Company is dissolved in accordance with the provisions of this Agreement;The Joint Venture Company is wound up and liquidated in accordance with the provisions of this Agreement;The Joint Venture Company ceases to carry on the Business;The Joint Venture Company bees insolvent or unable to pay its debts as they bee due;A receiver or similar officer is appointed for all or substantially all of the assets of the Joint Venture Company;An order is made or decree is entered a court of petent jurisdiction for the winding up or liquidation of the Joint Venture Company.3. In the event of the termination or dissolution of the Joint Venture Company, the Parties hereto shall cooperate with each other and with the Joint Venture Company to wind up the affrs of the Joint Venture Company and to distribute the assets of the Joint Venture Company in accordance with the provisions of this Agreement.Article 11 Governing LawThis Agreement shall be governed and construed in accordance with the laws of the [Jurisdiction], without regard to its conflict of laws principles.Article 12 Dispute Resolution1. Any dispute, controversy, or clm arising out of or in connection with this Agreement, including the existence, validity, interpretation, performance, termination, or breach thereof, shall be settled arbitration in accordance with the rules of the [Arbitration Institution] one or more arbitrators appointed in accordance with such rules. The place of arbitration shall be [Arbitration Location], and the language of the arbitration shall be [Arbitration Language].2. The award of the arbitration shall be final and binding upon the Parties hereto, and may be entered in any court having jurisdiction thereof.3. The Parties hereto agree to submit to the jurisdiction of the courts of the [Jurisdiction] for the purposes of enforcement of any award made in arbitration hereunder.Article 13 Amendment and Wver1. This Agreement may be amended or modified only a written instrument signed all of the Parties hereto.2. No flure or delay any Party hereto in exercising any right, power, or remedy under this Agreement shall operate as a wver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.Article 14 SeverabilityIf any provision of this Agreement is held a court of petent jurisdiction to be invalid or unenforceable, such provision shall be severed from this Agreement, and the remnder of this Agreement shall remn in full force and effect.Article 15 Entire AgreementThis Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties hereto with respect to such subject matter.Article 16 CounterpartsThis Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.Article 17 NoticesAll notices, requests, demands, and other munications hereunder shall be in writing and shall be delivered personal delivery, facsimile transmission, or registered or certified , postage prepd, return receipt requested, addressed to the Parties hereto as follows:1. If to [Company A], at: [Company A’s Address]2. If to [Company B], at: [Company B’s Address]or to such other address as may be designated a Party hereto in a notice given to the other Parties in accordance with this Section. Such notices shall be deemed given upon receipt.Article 18 HeadingsThe headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.Article 19 Applicable LawThis Agreement shall be governed and construed in accordance with the laws of the [Jurisdiction], without regard to its conflict of laws principles.Article 20 SurvivalThe provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive the termination or expiration of this Agreement.IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.[Company A]By: /s/ [Name]Name: [Name]Title: [Title][Company B]By: /s/ [Name]Name: [Name]Title: [Title]。