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1 The establishment of a joint ventureChinese-foreign equity joint ventures (hereinafter referred toas joint ventures) established within Chinese territory uponthe approval in accordance with the Law on Chinese-ForeignEquity Joint Ventures are Chinese legal persons, who shallbe governed and protected by Chinese law.Joint ventures established within Chinese territory shall beable to promote the development of the economy and theenhancement of the science and technology of China andfacilitate Chinas socialist modernization.Industries in which the establishment of joint ventures isencouraged, permitted, restricted or prohibited by the Stateshall be determined in accordance with provisions of theState in the Regulations on Foreign Investment Guidelinesand the Guideline Catalogue of Foreign InvestmentIndustries.The establishment of a joint venture within Chinese territoryshall be subject to the examination and approval by theMinistry of Foreign Trade and Economic Cooperation of thePeoples Republic of China (MOFTEC).Upon approval, MOFTEC shall issue a certificate of approvalthereof. www.docin.com 2 The State Council shall delegate to the peoplesgovernments of the provinces, autonomous regions andmunicipalities directly under the Central Government or therelevant departments under the State Council the power toexamine and approve joint ventures which meet the followingconditions:The total investment of a joint venture is within the amountlimited by the authority as granted by the State Council forexamination and approval of investment, and the source ofcapital of the Chinese party has been ascertainedandNo additional allocation of raw materials by the State isrequired and the national balance in respect of fuel, power,transportation, foreign trade export quota is not affected.Joint ventures established in accordance with provisions ofthe proceeding paragraphs shall be reported to MOFTEC forrecord.MOFTEC and the peoples governments of provinces,autonomous regions, municipalities directly under theCentral Government authorized by the State Council or therelevant departments under the State Council shallhereinafter be referred to as the examination and approvalauthority. www.docin.com 3 When applying for establishing a joint venture, the Chineseand foreign partners shall jointly submit the followingdocuments to the examination and approval authority:1 (1) an application for the establishment of the joint venture;2(2) the feasibility study report jointly prepared by the partiesto the joint venture3(3) the joint venture agreement, contract and articles ofassociation executed by the duly authorized representativesof the parties to the joint venture4(4) list of the candidates for the chairman, vice-chairman anddirectors of the joint venture nominated by the parties to thejoint ventureand5(5) other documents specified by the examination andapproval authority.234The documents listed in the proceeding paragraphs must bewritten in Chinese, among them, documents (2), (3) and (4)may be written simultaneously in a foreign language agreedupon by the parties to the joint venture.Documents written in both languages shall be equallyauthentic.If anything inappropriate is found in the documentssubmitted, the examination and approval authority shall www.docin.com 4 require that it be amended within the specified time.3The examination and approval authority shall, within threemonths of the receipt of all the documents stipulated inArticle 5 of these regulations, decide whether to approve ornot to approve such documents.1The applicant shall, within one month of the receipt of thecertificate of approval, go through the registration procedureswith the administrative authority of industry and commerce inaccordance with the relevant stipulations of the State.The date on which the business license of a joint venture isissued shall be the date of the establishment of the jointventure.In accordance with the Law of the Peoples Republic ofChina on Chinese-Foreign Equity Joint Ventures and otherrelevant Chinese laws and regulations, Shanghai Sun Co.,Ltd (hereinafter referred to as Party A) and Warren Inc(hereinafter referred to as Party B), adhering to theprinciples of equality and mutual benefit, and through friendlyconsultations, agree to jointly establish an equity jointventure company (the JV company) in Shanghai, thePeoples Republic of China (China), and hereby enter intothis Equity Joint Venture Contract (Contract). www.docin.com 5 -ShanghaiSun-Warren Co., Ltd.The name of the JV company is - inChinese, and Shanghai Sun-Warren Co., Ltd. in English.1705The legal address of the JV Company is 1705 Dong Yi Road,Shanghai, China./60/If either party ceases to be a party of the JV Company at anytime during the Joint Venture Term, and if at such time anyword in any language and/or logo which is the same as orsimilar to the corporate name and/or logo of that partyappears in any part of the name and/or logo of the JVCompany, the other party shall procure that the JV Companyshall forthwith change its name to exclude such word and/orlogo from the corporate name within sixty (60) days of thatparty ceasing to be a party to the JV Company, and shallprocure that the all stationary, written materials andpublications containing any reference to such corporatename and/or logo shall be forthwith destroyed.The JV Company shall be a limited liability company; It shallbe liable to the full extent of its assets.The liability of each party to the JV Company shall be limitedto the amount it has contributed to the registered capital ofthe JV Company pursuant to this Contract. www.docin.com 6 Unless otherwise agreed by the parties, neither party shallhave any liability to the JV Company in excess of suchamount.Neither of the party shall be jointly and severally liable to anythird party for the JV Companys liabilities and obligations. The JV Company shall be a limited liability company.Each partys liability to the Company shall be limited to theamount of capital contribution subscribed by it.The parties shall share the profits and bear the risks andlosses in proportion to their respective contribution to theregistered capital of the JV Company.JV Company is a legal person in China who shall begoverned and protected by Chinese law.All its activities shall comply with the provisions of Chineselaws and regulations.In accordance with the Law of the Peoples Republic ofChina on Foreign Investment Enterprises and itsimplementation rules and other relevant laws and regulationsof China, the Parties to this Contract agree to jointly operatea wholly foreign-owned enterprise in Shanghai, China.The company shall be a legal person in China, which is bynature a wholly foreign-owned enterprise; It shall be www.docin.com 7 governed and protected by Chinese law.it shall comply with the provisions of the laws and regulationsof China in all its activities.It shall be entitled to all preferential treatment accorded bythe State and the local governments to wholly foreign-ownedenterprises. www.docin.com
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