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)_____________(city)_____________china.

legal representative: name: position: nationality: ___________company

(hereinafter referred to as party b), registeredwith_______. its

legal 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 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 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 investment, party aand party b shall conclude

a separate contract to be a part of this maincontract).