英文合同范本

Supplementary Materials for Second Semester MBA

English of Wuhan University By Prof. Gui Guoping

2010-12-25

Chapter 12

Advanced International Business Contract

Text A A Contract for Incorporation of a Dumper-making

Sino-US Joint Venture (first half)

Chapter 1, General Provisions

This contract is made by and concluded between the Chinese Hubei Yangtze Mining Works Co. Ltd and the US Carcell Drilling Co., Inc. in accordance with the “ Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations, adhering to the principle of equality and mutual benefit and through friendly consultations. Both parties agree to jointly invest to set up a joint venture enterprise in Wuhan, Hubei Province of the People’s Republic of China. The terms and conditions both parties agreed

upon are as follows.

Chapter 2 Parties to the Joint Venture Article 1

Parties to this contract are as follows: the Chinese Hubei Yangtze Mining Works Co., Ltd (hereinafter referred to as Party A ), registered with the Business Administration of Wuhan, Hubei Province of the People’s Republic of China, Its legal address is at Liberty Road, District of Wuchang ,Wuhan, China. Legal representative: Name: Xuhua

Position: President of the board of directors Nationality: the People’s Republic of China

The US Carcell Drilling Co., Inc. ( hereinafter referred to as Party B ), registered with the Florida State Business Administration of the USA. Its legal address is at the 10th, Avenue of West Palm Beach, State of Florida, of the USA. Legal representative:

Name: Adam Smith

Position: President of the board of directors

Nationality: the USA

Chapter 3 Incorporation of the Joint Venture Company Article 2

In accordance with the “ Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations, both parties to the joint venture agree to set up a mining machinery joint venture limited liability company (hereinafter referred to as the venture company). Article 3

The name of the joint venture is Nancell Mining Machinery Joint Venture Limited Liability Company. The name in English is Nancell Mining Machinery Joint venture Limited Liability Company.

The legal address of the joint venture company is at Liberty Road, District of Wuchang ,Wuhan, China.

Article 4

All activities of the joint venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People’s Republic of China. Article 5

The organization form of the joint venture company is a limited liability company. Each party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The profits, risks and losses of the joint venture company shall be shared by both parties to the joint venture in proportion to their contributions of the registered capital.

Chapter 4 The Purpose, Scope and Scale of the Production and Business Article 6

The purpose of the parties to the joint venture is in conformity with the wish of intensifying the economic cooperation and technical exchanges, to enhance business performance and ensure satisfactory benefits for each investor by improving the product quality, developing new products, and gaining competitive