经理选读：中外合作经营合同范本(1)

Article 12 The right to the use of site contributed by Party A shall be for theuse of the cooperative venture company within _______________days afterthe approval of the contract. The cash contributed by Party B shall be paid in_______________installment. Each installment shall be as follows: (Note: it shall be written according to the concrete conditions).

Article 13 The machines and equipment contributed by Party B as investment shallmeet the needs of the cooperative venture company, and shall be carried tothe Chinese port_________ days before the completion of the premisesconstruction.

Chapter 6 Responsibilities of Each Party to the Joint Venture

Article 14 Party A and Party B shall be respectively responsible for thefollowing matters:

Responsibilities of Party A: Handling of applications for approval, registration, business licenseand other matters concerning the establishment of the cooperative venturecompany from relevant departments in charge of China; Processing the application for the right to the use of a site to theauthority in charge of the land; Organizing the design and construction of the premises and otherengineering facilities of the cooperative venture company; Assisting Party B to process import customs declaration for themachinery and equipment contributed by Party B as investment and arrangingthe transportation within the Chinese territory; Assisting the cooperative venture company in purchasing or leasingequipment, materials, raw materials, articles for office use, means oftransportation and communication facilities etc.; Assisting the cooperative venture company in contacting and settlingthe fundamental facilities such as water, electricity, transportationetc.; Assisting the cooperative venture in recruiting Chinese managementpersonnel, technical personnel, workers and other personnel needed; Assisting foreign workers and staff in applying for entry visas, worklicenses and handling their travel procedures; Responsible for handling other matters entrusted by the cooperativeventure company.

Responsibilities of Party B: Providing cash, machinery and equipment, industrial property... inaccordance with the provisions of Article 11 and Article 12, 13, andresponsible for shipping capital goods such as machinery and equipmentetc. 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 andtrial production of the equipment as well as the technical personnel forproduction and inspecting; Training the technical personnel and workers of the cooperativeventure company; In case Party B is the licensor, it shall be responsible for thestable production of qualified products of the cooperative venture companyin 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 Distribution of Profits and Repayment for Party B’’s Investment

Article 15 The cooperative venture company shall distribute its profits inaccordance with the following procedure after paying the income tax: ____________% as allocations for reserve funds, expansion funds,welfare funds and bonuses for staff and workers of the cooperative venturecompany; ____________% as repayment for Party B’’s Investment and___________Years scheduled to pay back all Party B’’s Investment; ____________% of the left distributed to Party A and ___________% toParty B.

Chapter 8 Selling of Products

Article 16 The products of cooperative venture company will be sold both on theChinese and the overseas market, the export portion accounts for____________%, ____________% for the domestic market. (Note: An annual percentage and amount for outside and domesticselling will be written out according to practical operations, in normalconditions, the amount for export shall at least meet the needs of foreignexchange expenses of the joint venture company).