What Is Joint Venture Capital?

Joint ventures are an effective way to enter new markets quickly and cost-effectively. A common form of joint venture is a cooperation between a large multinational company and a company in the country where it operates to make it easier to penetrate the country's market.

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Joint venture

Also known as

Example of joint venture contract:

Party A: _____________________

Party B: _____________________

Party C: _____________________

Party A relies on China's ______________ as its technical support and has abundant advantages in technical resources and human resources.

Party B is a __________________ enterprise, with rich corporate management experience, market development capabilities, and strong financial strength.

Party C has mastered _________________________ technology. This technology is in a leading position in the international (domestic) market. The technology is mature and has a good market prospect.

After full feasibility demonstration and investigation, the three parties have agreed to industrialize the ____________ technology and form a joint venture company _____________ (hereinafter referred to as the joint venture company). To this end, the parties to the agreement have entered into this agreement in accordance with the provisions of the Company Law of the People's Republic of China, the Contract Law of the People's Republic of China, and other relevant laws and regulations, and in accordance with the principles of equality, mutual benefit, and friendly negotiation.

I. Nature and business scope of the company

1. The nature of the joint venture is: ___________________

2. The company is registered at: _____________________ Company domicile: __________________

3 The business purpose of the joint venture is to adopt advanced and applicable technologies, optimize the combination of capital, technology, management, and marketing resources, improve market competitiveness, and enable all parties to the investment to obtain satisfactory economic and social benefits.

4 The business scope of the joint venture is: _______________________________________________

Registered capital and subscription

1. The registered capital of the joint venture company is __________ ten thousand yuan.

2. The form and amount of capital contribution by Party A, Party B and Party C are as follows:

(1) Party A invested __________ ten thousand yuan in monetary funds, and _______% of the equity in the joint venture company. (Or __________ technical evaluation price ______ ten thousand yuan invested in the company, accounting for _______% equity of the joint venture company. According to relevant national policies and regulations, reward C Party ________%)

(2) Party B invests __________ ten thousand yuan in monetary funds, and ________% of the equity in the joint venture company.

(3) Party C has invested __________ ten thousand yuan in monetary funds, and has ________% equity in the joint venture company.

(Or Party C's equity awarded by Party B in the joint venture company's __________ equity)

3 Within 15 days after the signing of this agreement, the three parties A, B, and C shall complete the capital contribution, and be verified by a registered accounting firm in China and issue a capital verification report (investment of intangible assets shall be established, evaluated, and confirmed).

4 After the company is established, the company issues a "capital investment certificate" to the parties.

Third, the statement, promise and guarantee terms

1. Comply with the company's articles of association;

2. Subscribing the capital contribution according to the amount of capital subscription and the method of capital subscription;

3 Representatives of each party shall strictly observe the company's commercial and technical secrets, and shall not engage in other operations with other companies or units in the same or similar business activities of the company in any way, and shall not transfer and disclose technology projects related to the company to other parties.

4 Ensure that the capital contribution is in place in time and in full, and actively assist the company in the business registration and other matters.

5. Receive dividends and other forms of distribution of benefits in accordance with the proportion of equity held by them;

6. Exercise voting rights in accordance with the proportion of its equity held;

7. Supervise the company's business behavior, put forward suggestions or inquiries;

8. Transfer, gift or pledge the equity held by them in accordance with the laws, administrative regulations and the articles of association of the company;

9. When the company terminates or liquidates, it participates in the distribution of the company's remaining property in proportion to the equity held by the company;

10 Other rights and obligations conferred by laws, administrative regulations and the company's articles of association.

Parties A, B, and C promise that they will cooperate and support when Party A intends to integrate and develop related industries.

Fourth, the transfer of equity

1. Directors, supervisors, managers, and other senior management personnel who transfer their equity of the company during their tenure and within six months after leaving the company must obtain the consent of the company's board of directors.

2. When a shareholder transfers all or part of the equity to a person other than the shareholder, the consent of a majority of all shareholders must be obtained. Shareholders who do not agree to the transfer must purchase the equity.

3 When a shareholder transfers equity to a person other than a shareholder, other shareholders have the right of first refusal under the same conditions.

4 Shareholders' mutual transfer of their shareholdings must be approved by the board of directors.

V. Prohibited Acts

1. It is forbidden for any shareholder to carry out activities that harm the company's interests in the name of an individual or the company; otherwise, his activities will benefit from the company's ownership and the losses will be compensated in accordance with relevant laws.

2. All shareholders are prohibited from operating and participating in businesses that compete with the company.

3 Shareholders who invest in technology are prohibited from investing their technology in third parties.

4 It is forbidden for technical shareholders to set up a company privately or in partnership with others to carry out the same or similar business as the company's business.

5. It is forbidden for technology shareholders to hold companies against their technology secrets and technological advantages.

6. If the shareholder violates the above clauses, he shall be compensated according to the actual losses of the company. In serious cases, the proportion of equity held by the board of directors can be reduced in accordance with relevant laws and regulations to make up for the losses of other shareholders.

Related party transactions

The company shall standardize all the related party transactions involved, and report the related party transactions to the company's board of directors before signing the related party transaction contracts, and the related contracts can only be signed after obtaining the unanimous consent of the directors of the company's board of directors. When the board of directors discusses related party transactions, the related parties must avoid it.

Board of Directors

1. The company's board of directors consists of ______ directors and is elected by the shareholders' meeting. HKUST recommends ______ director candidates, ____________ company recommends ______ director candidates, __________ company recommends _______ director candidates.

2. The company has a chairman and one vice chairman. The chairman is appointed by __________, and the vice chairman is appointed by __________ company and ________ company each

3 The board exercises the following powers:

(1) Responsible for convening and reporting to the shareholders' meeting;

(2) Implement the resolutions of the shareholders meeting;

(3) Decide on the company's business plan and investment plan;

(4) Formulate the company's annual financial budget plan and final accounts plan;

(5) Formulate the company's profit distribution plan and make up the loss plan;

(6) Formulate plans for the company to increase or decrease its registered capital, issue bonds or other securities, and go public;

(7) Formulate major acquisition, merger, division and dissolution plans of the company;

(8) Decide the company's venture capital, asset mortgage and other guarantees within the scope authorized by the shareholders' meeting;

(9) Hire or dismiss the company manager and the secretary of the board of directors; according to the nomination of the manager, hire or dismiss the company's deputy manager, financial officer and other senior management personnel, and determine their remuneration matters and rewards and punishments;

(10) Formulate the amendment plan of the company's articles of association;

(11) Listen to the work report of the company manager and check the manager's work;

(12) Laws, regulations or the company's articles of association, and other functions and powers conferred by shareholders' meetings.

4 The company's board of directors shall explain to the shareholders' general meeting the audit report issued by the certified public accountant on the company's financial report.

5. The board of directors formulates the rules of procedure of the board of directors to ensure the work efficiency and scientific decision-making of the board of directors.

6. The board of directors shall determine the investment authority made by the general manager to use the company's assets and establish strict review and decision-making procedures; major investment projects shall organize experts and professionals from relevant departments to review and report to the shareholders' meeting for approval.

Supervisory Board

1. The company has a board of supervisors. The board of supervisors consists of _______ supervisors, Party A recommends _______, Party B recommends _______, Party C recommends _______, and a supervisor of the board of supervisors is recommended by _____. When the convener of the board of supervisors fails to perform his functions and powers, the convener shall designate a supervisor to perform his functions and powers.

(The company does not have a supervisory committee, and there are _______ supervisors, recommended by _______.)

2. The supervisory board exercises the following powers:

(1) Check the company's finances;

(2) Supervising directors, managers and other senior management personnel in violation of laws, regulations or articles of association when performing company duties;

(3) When the actions of directors, managers, and other senior management personnel harm the company's interests, they are required to rectify them and report to the shareholders' meeting or relevant state authorities when necessary;

(4) It is proposed to convene an extraordinary shareholder meeting;

(5) attend the board meeting;

(6) Other functions and powers stipulated in the company's articles of association or granted by the shareholders' meeting.

Nine, business management institutions

1. The company has set up an operation management organization, which is responsible for the daily operation and management of the company. The operation and management organization has one general manager and one deputy general manager _______. The general manager is assigned by the ________ company, the deputy general manager is assigned by the ____________ company and ___________ company, and Party A appoints the financial controller. The general manager and deputy general manager are appointed by the board of directors for a term of three years.

2. The general manager is responsible to the board of directors and exercises the following functions and powers in accordance with the provisions of the Company Law and the articles of association:

(1) Preside over the company's production and operation management and organize the implementation of board resolutions;

(2) the company's annual plan and investment plan;

(3) to draw up plans for the establishment of the company's internal management institutions;

(4) to draw up the company's basic management system;

(5) Formulating specific regulations of the company;

(6) asking the board of directors to appoint or dismiss the company's deputy manager and chief financial officer;

(7) hiring or dismissing management personnel other than those that should be hired or dismissed by the board of directors;

(8) The company's articles of association or other powers conferred by the board of directors.

3 The deputy general manager assists the general manager.

4 General managers, deputy general managers and other senior management personnel who engage in malpractices or serious misconduct may be removed at any time upon resolution of the board of directors.

10. Taxation, Finance, Auditing, and Labor Management

1. The company pays various taxes in accordance with relevant laws and regulations.

2. The company's fiscal year starts on January 1 and ends on December 31.

3 The company shall establish a financial system in accordance with the relevant financial accounting system of the People's Republic of China.

4 The company shall prepare monthly financial statements within ten days of the end of each month in the fiscal year and distribute copies of the financial statements to all shareholders and directors. The company shall prepare the annual financial statements within 30 days after the end of the fiscal year, and distribute copies of the financial statements to all shareholders and directors. The annual financial statements need to be audited by certified accounting firms and proved to be true and correct. In the first three months of each fiscal year, the general manager organizes the financial department to prepare the balance sheet, profit and loss calculation and profit distribution plan for the previous year, and submits it to the board meeting for review.

5. Each shareholder has the right to dispatch the accounting company's operating accounts and records within three months of the end of each financial year of the company. The expenses required are the responsibility of each shareholder.

6. Recruitment, recruitment, dismissal, wages, living benefits and rewards of company employees shall be formulated in accordance with relevant labor management regulations of the state and its implementation methods, which shall be studied and formulated by the board of directors, and shall be stipulated by the company collectively or separately. After the labor contract is concluded, it is reported to the local labor management department for the record.

11. Liability for breach of contract

1. Fund Provider: When any shareholder fails to submit the capital contribution in a timely manner and in accordance with the contract, the defaulting party shall pay 5% of the amount of capital payable payable from the first month of the overdue. % Of liquidated damages to the party that keeps the contract. If it has not been submitted within 3 months, in addition to the cumulative payment of 15% of the liquidated damages, the observant party shall have the right to request the termination of the contract and the defaulting party to compensate for the loss.

2. Technology Provider: During the duration of the contract, if any party discovers that the technology provider has violated this contract, other shareholders have the right to request that the breach be stopped immediately. The defaulting party shall pay 15% of its share capital as liquidated damages for breach of contract. square.

3 If one party's fault causes the contract to fail to perform or cannot be fully performed, the fault party shall bear the liability for breach of contract; in the case of multi-party fault, the fault parties shall bear their respective liabilities for breach of contract according to the actual situation.

Twelve, applicable law

The conclusion, validity, interpretation, performance and dispute settlement of this contract are governed by the laws of the People's Republic of China.

13. Resolution of Disputes

All disputes arising out of or related to the implementation of this contract shall be settled through friendly negotiations between the two parties; if the negotiation cannot be resolved, it shall be resolved in accordance with relevant laws, and each shareholder may bring a lawsuit (or apply for arbitration) to the court in its place .

Fourteen, other

1. The three parties, Party A, Party B and Party C, all agreed that when the company's capital increase and share expansion, if Party A's equity is less than 25%, the "China University of Science and Technology" title cannot be continued. When the state has regulations on the names of enterprises and colleges, the regulations shall prevail.

2. The three parties A, B and C all agreed to cancel the company if the company suffered losses for consecutive years or failed to pay the minimum dividend for three years.

3 The agreement takes effect on the date when the parties sign it and affix the official seal of the legal entity.

4 This agreement is in ______ copies, each party in the agreement holds one copy, _________ copies are used for relevant procedures, and each copy has the same legal effect. ^[2]