JOINT VENTURE
In recent times, the concept of International Trade has become much broader in meaning. It may be defined as International Business Activities, which include economic and technical cooperation, labour service abroad, and multinational operations, etc.
China is now on her way to achieving modernization. Besides self reliance and the tapping of all potentials as her principle, she needs to absorb advanced technology and foreign investment to help speed up her socialist construction. Joint venture is one of the measures suitable to China's needs.
As a matter of fact, joint venture is not totally new to China. In the 1950s, China and the Soviet Union formed joint venture enterprises for exploring non ferrous metals
in China's north-west area. Later, China formed shipping lines with Poland and Tanza- nia. Even to this day, the shipping lines are still in operation. The establishment of
joint venture enterprises enables China to study advanced scientific management, to im- prove product quality so as to make China's export commodities competitive in the over- seas markets.
According to the United Nations Industry Development Organizatlon, joint venture means an enterprise jointly established and run by investors of different nationalities for
the purpose of gaining profit. Basically, there are two types of joint ventures : namely Equity Joint V enture and Contractual Joint V enture. In China, however, in addition to
the foregoing two types, Joint Exploration is also within the category of joint venture,
such as the exploration of China's offshore oil.
1) Equity Joint V enture
This type of joint venture may be run in China or overseas or in Hongkong and Macao. Both Chinese and foreign partners provide capital and share risks as well as
profits and losses.
2) Contractual Joint V enture
The usual practice of this type of joint venture is that foreign partners provide funds, equipment and technologies, while Chinese partners provide land, factory premises, labour and management.
3) Joint Exploration of China's Offshore Oil
China's petroleum corporation is prepared to enter into joint venture with foreign counterparts for joint exploration of China's offshore oil resources on the principle of equality and mutual benefit.
As permitted by Chinese laws and regulations, joint venture entrepreneurs can in- dependently carry out their activities in production and management. The Chinese gov- ernment supports the normal operation of such joint ventures, and gives protection to
their legal rights.
With a view to expanding international economic cooperation and technological ex- change, the People's Republic of China promulgated China's Joint V enture Law on July 8, 1979, and later in August of the same year made an announcement that China would accept equity joint ventures with foreigners, overseas Chinese and compatriots in Hongkong and Macao. In April 1988, the Chinese government again promulgated the
Law on Contractual Joint V enture, thus paving a flexible way for foreign entrepreneurs
to make investment in China.
To facilitate contacts between Chinese and foreign entrepreneurs, China Interna tional Trust and Investment Corporation (CITIC) was established on October 4, 1979. This corporation operates under the direct leadership of the State Council of the PRC. Its function is to organize joint ventures. Through the medium of CIT1C some foreign investors have signed joint venture agreements with several Chinese enterprises. Foreign firms or enterprises interested in forming joint venture with Chinese partners may con- tact CITIC for negotiation. Of course, direct contact with Chinese partners is also wel~ come. Joint venture agreements are subject to approval by the examination and approval authorities, such as the Foreign Investment Commission (FIC) or its authorized organi- zations.
Specimen Letters
Letter-1
THE GLOBAL CONSTRUCTION SUPPLIES COMPANY , Ohio, USA
China International Trust and Investment Corp.
Beijing, China
Dear Sirs
Joint V enture
We are pleased to learn that China is 'encouraging joint ventures with foreign firms and that favourable terms will be given to those who are enthusiastic about promoting economic and technical cooperation with China.
We are the leading manufacturers of Road Marks in the U. S. For the past t5 years since ]978, we have concluded a few successful transactions with China National Metals and Minerals Impart and Export Corporation and are happy to say that our relations with them are quite satisfactory.
Perhaps you are aware nowadays highways and freeways are being built one after another in many countries. This seems to be a new trend of communications in the world today. To ensure public safety, Road Marks are widely used and set on
roads because they reflect the light of car lamps within 50 metres, so that drivers can see the roadways clearly in the dark. So far as we know, China is concentrating her efforts on modernizing her infrastructure: many highways are under construction
thus opening up broad prospects for China's economic development. It is with this
view in mind that we write to approach you in the hope that you will introduce to us any Chinese partners who are interested in forming joint ventures with us in the manufacture of the said products in China either for domestic use or for export.
It is understood that joint venture involves complicated legal procedures as well as arrangements relating to the percentage of contributions distribution of dividends and management, etc. , of which we should like to hear full details from
you so that we may go further into the matter.
We are deeply impressed with the rapid development of China's economy and hope that our participation7 in forming a joint venture enterprise with Chinese partners will mean a 8mall contribution to China's socialist construction. We look forward to your early reply.
Y ours truly
THE GLOBAL CONSTRUCTION SUPPLIES CO.
Letter-2
CHINA INTERNA TIONAL TRUST & INVESTMENT CORP. BEIJING, CHINA
The Global Construction Supplies Co.
Ohio
U.S.A.
Dear Sirs
Thank you for your letter of September 20, expressing your desire to form a joint venture enterprise in Chino to manufacture road marks.
We have referred your letter to the Bureau of Communications in Shanghai for
their consideration and also requested them to introduce as soon as possible any
Chinese partners who ore interested to participate in the joint venture.
China's open policy is o long-term principle based on the vital interest of the Chinese people. Since 1978, measures for the promotion of economy hove been
token. In July 1978, the Chinese government promulgated8 the law on equity joint ventures, which aroused world attraction. Since then China has concluded a lot of
joint venture agreements or contracts with overseas entrepreneurs In April 1988, the Chinese government again promulgated the law on contractual joint ventures, thus
paving a flexible way for foreign entrepreneurs to make investment in Chino. We
enclose copies of the two lows for your study.
The procedures for applying for permission to form a joint venture enterprise are
as follows
1. The Chinese and foreign partners, hereinafter called participants to the venture, shall first of all enter into an agreement or contract, prescribing therein the amount and means of investment, conditions for cooperation and articles of association: etc. Such on agreement or contract duly signed by both participants
shall be deemed os an important document to be submitted together with an
application to the department in charge of foreign economic relations and trade under
the State Council or to the department of local government authorized by the State
Council for examination and approval.
2. The examination and approval authorities shall, within 45 days from the date
of receiving the application, decide whether or not to grant approval.
3. If and when the application for the establishment of a joint venture enterprise
is approved, the participants to the venture shall, within 30 days of receiving the certificate of approval, register with the administration for Industry and Commerce
and obtain a business license. The joint venture enterprise shall also, within 30 days
of its establishment, carry out tax registration with the tax authorities. When all the
above-mentioned procedures have been completed, the joint venture enterprise can
start operation.
As for the percentage of contributions and distribution of dividend, please see
the enclosed copies of the laws. We shall appreciate your informing us which type of
joint venture you would like to form, equity joint venture or contractual joint venture.
Y our early reply is awaited.
Y ours sincerely
THE INTERNA TIONAL TRUST ~ INVESTMENT CORP.
Letter-3
THE GLOBAL CONSTURUCTION SUPPLIES COMPANY, Ohio, USA
China International Trust & Investment Corp.
Beijing, China
Dear Sirs
Joint V enture
We appreciate your prompt response to our letter of September 20. As regards
the amount of investment and the form of our contribution as inquired about in your
letter under reply, we wish to say that we plan to invest five million US dollars, of
which 40% in cash, 40~ in capital goods", and the rest 20~ in technologies. We
hope the Chinese participants will also invest equal amount as their shore of contribution.
We have studied the laws of the PRC on joint ventures and decided to incorporate ourselves into a joint venture company with Chinese participants on the basis of the
law promulgated by your government on July 8, 1979 and later amended in April
1990.
According to the relevant law, the investment contributed by a Chinese parti-
cipant may include the right to the use of a site provided for the joint venture
company during the period of its operation. Seeing that~2 Shanghai is known to the
world as a metropolis', which offers better services for communication,
transportation and banking, we. suggest the site be located in the suburbs of
Shanghai, where, to the best of our knowledge, conditions are favourable for a joint venture company such as ours.
As there are a lot of pending matters relating to the conclusion of an agreement,
it seems advisable that we send representatives to China for a face-to-face
discussion with you or the Chinese participant instead of lengthy correspondence.
Please mention the time and date you think convenient for the interview. We look
forward to hearing from you soon.
Y ours sincerely
THE GLOBAL CONSTRUCTION SUPPLIES CO.
Letter-4
CHINA INTERNA TIONAL TRUST & INVESTMENT CORP, BEIJING, CHINA
The Global Construction Supplies Co.
Ohio
U.S.A.
Dear Sirs
Y our letter of October 12 has been received and noted carefully. We are pleased
to inform you that the Shanghai Building Materials Import & Export Corporation has
shown interest in your proposal to form a joint venture company in China for producing
road marks.
The said corporation is a well-known, old-established and highly reputable firm
with more than 40 years' experience in the manufacture of building materials. The
manager, Mr. S. R Chang, on learning of your plan, expressed his wish to have a
detailed discussion with your representatives in Shanghai. The appropriate time for
the interview will be mid-November if it is convenient to you.
Y ou may be aware that the joint V enture law of the PRC places no upper limit on
the share of the registered capital of a joint venture contributed by a foreigner, this
being a special treatment aiming at introducing more foreign funds. Of course, the
profits, risks and losses of a joint venture shall be shared by the participants to the
venture in proportion to their contribution to the registered capital. AS for the amount
and form of investment of the Chinese participant as well as the location of the site for
the joint venture company, we suggest that they should be discussed and decided
during the interview on the principle of the joint venture law of the PRC.
We have instructed the staff of our Shanghai Office to welcome your representatives and make arrangements for their meeting with the Chinese participants--the Shanghai Building Materials Import and Export Corporation, We
sincerely hope that our recommendation will serve as a bridge between you and the
Chinese participant and that a satisfactory agreement will be concluded soon.
Y ours truly
THE INTERNA TIONAL TRUST &. INVESTMENT CORP.
Lerrer-5
THE GLOBAL CONSTRUCTION SHPPLIES COMPANY, Ohio, USA
Shanghai Building Materials Import
Export Corp,
Shanghai,China
Dear Sirs
Our representatives, upon their return from Shanghai, made a report concerning
their discussions with your senior cadres on forming a joint venture company,
expounding their deep impression on the rapid growth of China's economy and the
favourable environment for making investment in China.
We are very grateful for the many kindness and hospitality extended to our representatives by your cadres and the staff of China International Trust & Investment Corporation, Their indefatigable efforts created {3 harmonious atmosphere for
negotiation,
We have studied the draft agreement handed over by our representatives and
found that the terms stipulated therein are acceptable, However, for the sake of
formality, we have to hold a board meeting at our end to thoroughly discuss the
matter in question so as to reach a unanimous understanding among the board
members, and, after that, we will send our authorized representatives to Shanghai to
see the site, and, if everything turns out satisfactorily, we will sign a formal
agreement with you.
There is no denying the fact that China is advancing with vigorous strides in
many respects, and it is anticipated that she will take the lead in the development of economy in the Pacific Rim.
We attach great significance to your cooperation and hope that the prospective
joint venture company will yield fruitful results. We will keep you further informed as
soon as our board meeting is over. With very best wishes,
Y ours sincerely
THE GLOBAL CONSTRUCTION SUPPLIES CO.
Letter-6
SHANGHAI BUILDING MA TERIALS MPORT & EXPORT CORP.
The Global Construction Supplies Co.
Ohio,U.S.A.
Dear Sirs
Joint V enture
We have had several discussions on joint venture with your representatives in Shanghai and have eventually entered into an agreement; which was signed and
witnessed by CITIC on December 14.
The project site, as agreed upon, is located near Highway 3]8 in Qingpu County,
50 km from the city proper. The existing factory premises were built five years ago.
They are in perfect condition and can be fully utilized. We also have some machines
and equipment, which hove been evaluated and regarded as part of our
contribution. For detailed particulars, please see the enclosed copies of the joint
venture agreement.
We hove submitted the agreement together with an application to the examination and approval authorities and are making preparations for trimming the
site so that when the application is approved, we can start constructing the new
factory forthwith, Our preliminary actions are to set up an administration office, get
in touch with the competent deportment of the local government for importing
equipment and technologies from your side and arrange accommodations for
technicians, who will come to stay in Qingpu. We shall therefore appreciate your
informing us how many technicians will come and when they are expected to arrive.
The spirit shown in our previous discussions is symbolic" of our future agreeable cooperation, which ensures success that our joint venture company is bound to
achieve. As for your director's visit to Shanghai, please be informed that we welcome
him with open arms.
Y ours sincerely
The Global Construction Supplies Co.
Exercises
1 . Answer the following questions
1. When was China International Trust and Investment Corporation (CITIC) es-
tablished and what is its function?
2. Why does a socialist country like China need to adopt joint ventures in foreign
trade?
3. What are the main types of joint venture now in operation in our country? Give
an explanation for each of them.
4. What principle should we observe in discussing a joint venture with a foreign
country?
5. Can a foreign firm have direct contact with Chinese partners to sign a joint ven-
ture agreement? Which organization is to approve such an agreement?
IL. Letter writing:
1. Australian Textile Mills, Sydney, Australia, wrote to CIT1C expressing their
interest in joint venture with a Chinese partner in the manufacture of textiles.
However, they have little knowledge of the procedures, so they have asked for
more information. Write a letter for CITIC giving them a brief account of the
joint venture based on China's Joint V enture Law..
2. The United Hardware Co. , Ltd. , Sheffield Lane, Luton, England, and CNIEC
were about to reach an agreement on forming a joint venture in wood screw
manufacture, but there existed a discrepancy in opinion between the two parties
on the outlet of the finished products The foreign company wished to have the
products sold in China while the Chinese partner wanted the products to be sold
abroad. Through repeated negotiations, a compromise was reached, i. e.
50% for domestic sales and 50% for export. Write a letter on behalf of CN1EC
to the United Hardware Co. , Ltd. , confirming the above arrangement and in-
forming them that the draft agreement is being made out and will be sent to
them as soon as it is completed.
Joint Venture Contract
No. 95123
This Contract is made on the . . . day of .... 2000...
between
Shanghai Building Materials Import & Export Corporation organized under the laws of the People's Republic of China, having its principal office at .... Shanghai, the
People's Republic of China (hereinafter called Party A) of the First part
and
The Global Construction Supplies Company organized under the laws of the USA, hav- ing its principal office at ... Ohio, U. S. A. (hereinafter called Party B) of the Second Part.
Recitals
WHEREAS Party A desires to use Party B's technology and trademark to manufacture and sell Road Marks in China and overseas markets;
WHEREAS Party B desires to co-operate with Party A to manufacture and sell Road Marks in China and overseas markets, and
WHEREAS both parties consider these objectives can best be achieved by the formation of a joint venture company under the relevant laws, rules and regulations of the People's Republic of China
NOW THEREFORE, in consideration of the premises and the covenants described here-
inafter, Party A and Party B agree as follows:
Article 1 EST ABLISHMENT OF THE JOINT VENTURE COMPANY
1.1 In accordance with the Law of the People's Republic of China on Joint V enture
Using Chinese and Foreign Investment and other relevant Chinese laws and regu-
lations, both parties agree to set up a joint venture limited liability company
(hereinafter called the joint venture company).
1.2 The Chinese name of the joint venture company, as agreed upon, is 高速公路建材供应公司1.3 The English name of the joint venture company, as agreed upon, is Superhighway
Construction Supplies Company (abbreviated as SCSC).
1.4 The principal office of SCSC and its registered address is ... Shanghai, the People's Republic of China.
1.5The organization form of the joint venture company is 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 the parties in proportion to their contri-
butions of the registered capital.
1.6 The expenses of incorporation shall be shared equally between Party A and Party B.
1.7 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 2 PURPOSE. SCOPE AND SCALE OF PRODUCTION AND BUSINESS
2,. 1 The purpose of the parties to the joint venture is in conformity with the wish of enhancing the economic cooperation and technical exchanges, improving the prod-
uct quality, developing new products, and gaining competitive position in the
world market in quality and price by adopting advanced and appropriate technology
and scientific management so as to raise economic results and ensure satisfactory
economic benefits.
2. 2 The productive and business scope of the joint venture company is to manufacture
Road Marks, provide instructions and directions for construction, collect quality
data from practical use for research and improvement.
2. 3 The production capacity in the first 12 months after the joint venture company put
into operation is...
In the second 12 months when the component parts are produced by the joint ven-
ture company itself, the production capacity is...
With the development of production and successful operation, the variety of prod
uct may be increased to... kinds.
Article 3 REGISTERED CAPIT AL
3. 1 The registered capital of the joint venture company is Renminbi... Y uan (equiva-
lent to US $ --), which will be contributed by Party A and Party B equally.
Party A's contribution
Cash .................... Y uan
Land use right ........... Y uan
Premises ................. Y uan (to be evaluated by joint group)
Machines and equipment... Y uan (ditto)
Others .................. Y uan (ditto)
Total ................... Y uan (accounting for 50~ of the registered capital)
Party B's contribution
Cash .................... Y uan (to be converted from US dollars according to the exchange rate in effect on the date this Contract becomes effective)
Technology (including technical
data, know-how and trademark) Y uan (to be evaluated by joint group)
Component parts supplied in the
first 12 months ............ Y uan (ditto)
Total ..................... Y uan (accounting for 50% of the registered capital)
3.2 The total investment shall be fully made within 12 calendar months commencing
from the date on which the business license is issued to and obtained by the joint
venture company. To facilitate construction of the factory premises, an initial in-
vestment is to be made in cash by Party A and Party B each amounting to Renmin-
bi ... Y uan, which shall he paid within one month after the incorporation of the
joint venture company (i. e. after the business license is issued and obtained).
The balance of the investment including the evaluation of property and the right to
the use of land, etc. shall be fulfilled within the aforementioned 12 calendar
months.
$. 3 In case any party to the joint venture intends to assign all or part of its investment subscribed to a third party, consent shall be obtained from the other party to the
joint venture, and approval from the examination and approval authorities is re-
quired. When one party to the joint venture assigns all or part of its investment,
the other party shall have the preemptive right to purchase.
Article 4 BOARD OF DIRECTORS
4.1 The date of registration of the joint venture company shall be the date of the es-
tablishment of the board of directors of the joint venture company.
4.2 The board of directors are composed of six directors, of which three shall be ap
pointed hy Party A; three by Party B. The chairman of the board shall be ap
pointed by Party A, and its vice chairman by Party B. The term of office for the
dlrectors, chairman and vice chairman is four years. Their terms of office may be
renewed if continuously appointed by the relevant party.
4.3 The highest authority of the joint venture company shall be its board of directors.
It shall decide all major issues concerning the joint venture company. Unanimous
approval shall be required before any decisions are made on major issues. As for other matters, approval by majority or a simple majority shall be required.
4. 4 The chairman of the board is the legal representative of the joint venture company.
Should the chairman be unable to exercise his responsibilities for some rea-
sons, he shall authorize the vice chairman or any other directors to represent the
joint venture company temporarily.
4. 5 The board of directors shall convene at least one meeting every year. The meeting
shall be called and presided over by the chairman of the board. The chairman may
convene an interim meeting based on a proposal made by one third of the total
members of directors Minutes of meeting shall be placed on file.
Article 5 BUSINESS MANAGEMENT OFFICE
5. 1 The joint venture company shall establish a management office which shall be re-
sponslble for its daily management. It shall have a general manager, appointed by
Party A, and a deputy general manager, appointed by Party B. Their terms of office
are four years.
5. 2 The responsibility of the general manager is to carry out the decisions of the board
of directors and organize and conduct the routine work of the joint venture company.
The deputy general manager shall assist the general manager in his work.
5.3 In case of graft or serious dereliction of duty on the part of the general manager
and/or the deputy general manager, the board of directors shall have the power to
dismiss them at any time.
Article 6 RESPONSIBILITIES OF PARTIES
Responsibilities of Party A
6.1 to apply for and obtain the business licence, to make tax registration and obtain all
possible tax reductions and exemptions according to the laws of the People's Re
public of China.
6. 2 to organize construction of the factory premises, to install machinery &equipment,
to settle the fundamental facilities, such as water, electricity, communication and
transportation etc.
6. 3 to obtain necessary entry visas for foreign staff and workers and provide conve
nience for their traveling on business in China
6.4 to recruit Chinese staff, engineers, technicians, workers and translators;
6.5 to apply to the Bank of China or any other banks approved by the State Adminis
tratlon of Exchange Control for the opening of foreign currency and Renminbi
accounts
Responsibilities of Party B
6. 6 to expedite shipment of machinery, equipment and component parts, to provide
technology and send technical personnel for installing, testing and inspecting;
6.7 to train Chinese technical personnel and workers at Party B's plants and/or other
locations agreeable to both parties according to the training programs duly agreed
upon.
6.8 to solve problems concerning technology, operation and management, which may
arise in the course of production.
6.9 to collect appropriate scientific and technological information as well as economic
and legal information that may be of use to the normal operation of the joint ven-
ture company.
Article 7 PURCHASE OF NEEDFUL MATERIALS
7. 1 In purchase of required raw materials, fuel, parts, means of transportation and
articles for office use, the joint venture company shall give first priority to pur
chase in China where conditions are the same.
7. 2 In case the joint venture company entrusts Party B to make purchases on overseas
markets, persons appointed by Party A shall be invited to take part in the pur-
chasing.
Article 8 SALE OF PRODUCTS
8.1 The products of the joint venture company shall be sold both on Chinese market
and on overseas market. The export part accounts for 50%, whereas the other
50% is for domestic market. Party B shall be responsible for the sale of the prod-
ucts abroad.
8. 2 The joint venture company may directly sell its products on the international mar-
ket. It may also sign sales contracts with Chinese or foreign trade companies, en-
trusting them to be its sales agents.
8.3 The joint venture company may set up sales branches both in China and abroad
subject to the approval of the relevant Chinese Department. The function of the
sales branches, besides sales, is to collect users' comments on product quality and
give instructions for the correct use of the products.
Article 9 LABOUR MANAGEMENT
9.1 Labour contracts covering employment, dismissal and resignation of the staff and
workers of the joint venture company, and their production tasks, wages, awards
and punishment, holidays and paid leaves of absence, labour insurance and wel-
fare benefits, labour protection, labour discipline and other matters shall be signed between the joint venture company and the Trade Union of the company as
a whole, or between the company and its staff and workers on an individual basis
in accordance with the "Regulations of the People's Republic of China on Labour
Management in Chinese-Foreign Joint V entures".
9.2 The labour contract duly signed shall be filed with the local labour management
authorities.
9. 3 The appointment of high-ranking administrative personnel recommended by both
parties, their salaries, social insurance, welfare and the standard of travelling ex-
penses, etc. shall be decided by the board of directors.
Article 10 T AXES, FINANCE AND AUDIT
10.1 The joint venture company shall pay taxes in accordance with the stipulations of
Chinese laws and other relevant regulations.
10. 2 Staff and workers of the joint venture company shall pay individual income tax
according to the "Individual Income Tax Law of the People's Republic of China. ' 10. 3 The joint venture company shall establish its accounting system in accordance
with the relevant regulations for financial accounting in China.
10. 4 The fiscal year of the joint venture company shall be from January 1 to December
31. All vouches, receipts, statistic statements and reports, account books shall
be written in Chinese. English may be used concurrently with mutual consent. 10. 5 Financial checking and examination of the joint venture company shall be con-
ducted by an auditor registered in China. Reports shall be submitted to the board
of directors and the general manager.
10. 6 The manager of the joint venture company shall, within 30 days after the end of
its fiscal year, prepare an annual financial statement to be submitted to the board
of directors for examination and approval. The financial statement shall include a
balance sheet, profit and loss statement audited and certified as true and correct
by an auditor registered in China.
Article 11 DURA TION OF THE JOINT VENTURE
The duration of the joint venture company is TEN years commencing from the
date on which the business licence of the joint venture company is issued. It may
be extended for FIVE years upon mutual consent. The application for the exten-
sion of the duration shall be submitted to the examination and approval authority
SIX months prior to the expiry date of the joint venture company.
Article 12 TERMINATION AND LIQUIDATION
12. I In case of inability to fulfil the contract or to continue operation due to heavy
losses in successive years as a result of force majeure, the duration of the joint
-venture contract shall be terminated before its expiration after unanimously
agreed upon by the board of directors and approved by the original examination
and approval authority.
]2.2 Should the joint venture company be unable to continue its operation or achieve the business purposes stipulated in the contract on account of the fact that one of
the contracting parties fails to fulfil its obligation or seriously violates the stipu-
lations of the contract and articles of association, the other party shall have the
right to terminate the contract. The termination shall be approved by the origi-
nal examination and approval authority.
12.3 Liquidation and the distribution of the liquidated assets shall be carried out in ac-
cordance with the contract stipulations and the relevant laws and regulations of
the People's Republic of China.
Article 13 ASSIGNMENT
Assignment may be made if it is agreed upon by both parties as stipulated in Art.
3. 3. However, it (the assignment) shall neither interrupt the normal operation
nor affect the organization structure of the joint venture company during the pro
cess of assignment.
Article 14 INSURANCE
During the term of this contract the joint venture company shall effect insurance
against various risks preferably with the People's Insurance Company of China,
which handles claims promptly and equitably.
Article 15 FORCE MAJEURE
Should either party be prevented from executing the contract owing to an event of
force majeure, such as earthquake, typhoon, flood, fire, explosion, war, insur-
rection, epidemic and quarantine restriction, the prevented party shall immedi-
ately notify the other party by telex or fax, and within 15 days thereafter provide
a certificate issued by the relevant government authorities confirming such force
majeure and explaining the reason for its inability to execute or delay the execu-
tion of all or part of this contract. Both parties shall therefore, through friendly
consultations, decide whether to terminate the contract before its expiration or to
delay executing all or part of this contract or to exempt part of the contract obli-
gations for implementation according to the effects of the event. If decision is
made to continue the contract, the time for execution shall be extended by a period
equal to the period of the delay caused by such force majeure.
Article 16 AMENDMENT AND ALTERATION
Amendments to and alteration of this contract or its appendices shall become ef-
fective only after a written agreement signed by both parties and approved by the
original exam/nation and approval authority.
Article 17 SETTLEMENT OF DISPUTES
Any disputes arising from the execution of, or in connection with the contract
shall be settled through friendly consultations between the two parties. In case
such consultations fail to settle the disputes, then the disputes shall be submit
ted for arbitration. In China, the arbitration shall be conducted by the Foreign
Economic and Trade Arbitration Commission of the China Council for the Promo
tion of International Trade in accordance with its rules of procedure, or the arbi
tratlon shall take place in a third country agreed upon by both parties in accor-
dance with the rules of procedure of that country.
Article 18 APPLICABLE LA W
The formation of this contract, its validity, interpretation, execution and settle-
ment of disputes shall be governed by the relevant laws and regulations of the
People's Republic of China,
Article 19 LANGUAGE
The contract shall be written in Chinese version and in English version. Both
versions are equally authentic. In the event of any discrepancy between the two
aforementioned versions, the Chinese version shall prevail.
IN WITNESS WHEREOF, the parties have executed this contract in qua druplicate by their duly authorized representatives as of the date first above writ-
ten.
Shanghai Building Materials The Global Construction Import & Export Corp, Supplies Company Director Director
The Law of the People's Republic of China on Joint V entures Using Chinese And Foreign Investment
Article I With a view to expanding international economic co-operation and tech- nological exchange, the People's Republic of China permits foreign companies, enter-
prises, other economic entities or individuals (hereinafter referred to as "foreign partici- pants") to incorporate themselves, within the territory of the People's Republic of China
, into joint ventures with Chinese companies, enterprises or other economic entities (hereinafter referred to as "Chinese participants") on the principle of equality and mutu-
al. benefit and subject to authorization by the Chinese government.
Article 2 The Chinese government protects, by the legislation in force, the re- sources invested by a foreign participant in a joint venture and the profits due him pur
suant to the agreements, contracts and articles of association authorized by the Chinese government as well as his other lawful rights and interests.
All the activities of a joint venture shall be governed by the laws, decrees and perti-
nent rules and regulations of the People's Republic of China.
The state shall not nationalize or requisition any joint venture. Under special cir- cumstances, when public interest requires, joint ventures may be requisitioned in accor-
dance with legal procedures and appropriate compensation shall be made.
Article 3 All parties of a joint venture shall submit their agreements and con- tracts, and articles of association to the state department concerned with foreign eco
nomic relations and trade (hereinafter referred to as examining and approving authorities). The examining and approving authorities shall decide whether to approve
or disapprove the joint venture within three months. Once approved, the joint venture
shall register with the concerned department of the General Administration for Industry
and Commerce, and open business after receiving its business licence.
Article 4 A joint venture shall take the form of a limited liability company.
In the registered capital of a joint venture, the proportion of the investment con-
tributed by the foreign participant(s) shall in general not be less than 25 percent.
The profits, risks and losses of a joint venture shall be shared by the parties to the
venture in proportion to their contributions to the registered capital.
The transfer of one party's share in the registered capital shall be effected only with
the consent of the other parties to the joint venture.
Article 5 Each party to a joint venture may contribute cash, capital goods, indus-
trial property rights, etc., as its investment in the joint venture.
The technology or equipment contributed by any foreign participant as investment
shall be truly advanced and appropriate to China's needs. In cases of losses caused by
deception through the intentional provision of outdated equipment or technology, com- pensation shall be paid for the losses.
The investment contributed by a Chinese participant may include the right to the
use of a site provided for the joint venture during the period of its operation. In case
such a contribution does not constitute a part of the investment from the Chinese partici-
pant, the joint venture shall pay the Chinese government for its use.
The various contributions referred to in the present article shall be specified in the
contracts concerning the joint venture or in its articles of association, and the value of
each contribution (excluding that of the site) shall be ascertained by the parties to the
joint venture through joint assessment.
Article 6 A joint venture shall have a board of directors, the size and composition
of which shall be stipulated in the contract and articles of association after consultation between the parties to the venture; the directors shall be appointed and replaced by the relevant parties. The chairman and vice-chairman or vice chairmen shall be chosen
through consultation by the parties to the venture or elected by the board of directors. If
the Chinese side or the foreign side assumes the office of the chairman, the other side
shall assume the office(s) of the vice-chairman or vice-chairmen. The board of directors
shall decide on important problems concerning the joint venture on the principle of
equality and mutual benefit.
The board of directors is empowered to discuss and take action on, pursuant to the provisions of the articles of association of the joint venture, all fundamental issues con- cerning the joint venture, namely, expansion projects; production and business pro- grammes, the budget, distribution of profits, plans concerning manpower and pay
scales, the termination of business, the appointment or hiring of the president, the vice- president(s), the chief engineer, the treasurer and the auditors as well as their func-
tions and powers and their remuneration, etc.
The president and vice-president(s) (or the general manager and assistant general manager(s) in a factory) shall be chosen from the various parties to the joint venture.
Procedures covering the employment and discharge of the workers and staff mem- bers of a joint venture shall be stipulated according to law in the agreement or contract concluded between the parties to the joint venture.
Article 7 The net profit of a joint venture shall be distributed between the parties
to the joint venture in proportion to their respective shares in the registered capital after
the payment of a joint venture income tax on its gross profit pursuant to the tax laws of
the People's Republic of China and after the deductions therefrom as stipulated in the
articles of association of the joint venture for the reserve funds, the bonus and welfare
funds for the workers and staff members and the expansion funds of the joint venture.
A joint venture may, in accordance with provisions of the relevant laws and admin- istrative rules and regulations of the state on taxation, enjoy preferential treatment for reduction of, or exemption from, taxes.
A foreign participant who reinvests any part of his share of the net profit within Chinese territory may apply for the restitution of a part of the income taxes paid.
Article 8 A joint venture shall, on the strength of its business licence, open a for- eign exchange account with a bank or any other financial institution which is permitted
by the state agency for foreign exchange control to handle foreign exchange transac-
tions.
A joint venture shall conduct its foreign exchange transactions in accordance with
the Foreign Exchange Regulations of the People's Republic of China.
A joint venture may, in its business operations, obtain funds from foreign banks directly.
The insurance appropriate to a joint venture shall be furnished by Chinese insuranc e companies.
Article 9 The production and business programmes of a joint venture shall be filed with the authorities concerned and shall be implemented through business contracts.
In its purchase of required raw and semi-processed materials, fuels, auxiliary equipment, etc. , a joint venture should give first priority to Chinese sources, but may
also acquire them directly from the world market with its own foreign exchange funds.
A joint venture is encouraged to market its products outside China. It may dis- tribute its export products on foreign markets through direct channels or its associated agencies or China’s foreign trade establishments. Its products may also be distributed on
the Chinese market.
Wherever necessary, joint ventures may set up affiliated agencies outside China.
Article 10 The net profit which a foreign participant receives as his share after ex- ecuting his obligations under the pertinent laws, agreements and contracts, the funds he receives at the time when the joint venture terminates or winds up its operations, and
his other funds may be remitted abroad in accordance with the foreign exchange regula- tions and in the currency or currencies specified in the contracts concerning the joint ven- ture.
A foreign participant shall receive inducements for depositing in the Bank of China any part of foreign exchange which he is entitled to remit abroad.
Article I1 The wages and other legal income of the foreign employees of a joint venture shall be taxed according to the Law on Personal Income Tax of the People's Re- public of China before they are remitted abroad according to the state regulations on for eign exchanges.
Article 12 Based on various lines of business and circumstances, the issue of oper ation periods of joint ventures may he handled differently. Joint ventures engaged in a certain line of business shall specify in the contracts their operation periods, while joint ventures engaged in another line of business may choose whether or not to specify their operation periods. In the case of a joint venture with its operation period specified, if the parties to the venture agree to extend the operation period, the venture may file an ap- plication to the examining and approving authorities six months before the expiration of
the operation period. The examining and approving authorities shall, within one month
of receipt of the application, decide whether to approve or disapprove it.
Article 13 If there occur heavy losses, failure of a party to perform its obligations under the contract and the articles of association or force majeure, etc., the joint ven-
ture may terminate the contract through consultation and agreement by the parties, and subject to approval by the examining and approving authorities and to registration with
the concerned department of the General Administration for Industry and Commerce. In cases of losses caused by a breach of contract, the financial responsibility shall be borne
by the party that has breached the contract.
Article 14 Disputes arising between the parties to a joint venture which the board of directors fails to settle through consultation may be settled through conciliation or ar- bitration by an arbitrating body of China or through arbitration by an arbitrating body agreed upon by the parties.
Article l5 The present law comes into force on the date of promulgation. The power of amendment is vested in the National People's Congress.
Sole Agency Agreement
This agreement is entered into between the parties concerned on the basis o1 eauality and mutual benefit to develop business on terms and conditions mutually agreed
upon as follows
1. The Parties Concerned:
Supplier: China National Import & Export Corporation
27 Chungshan Road, E. I.
Shanghai, China
Cable Address :"CNIEC' SHANGHAI
Telex 33678 CNIEC CN
(Hereinafter called Party A)
Agent: M/S. Taylor Industries Ltd.
1070 William St. , Box 450,
V ancouver B. C. , Canada V5N 5K6
Cable Address "TA YIND" V ANCOUVER
Telex 04-54433 TA YLOR VCR
(Hereinafter called Party B)
Party A hereby appoints Party B to act as its Sole Agent to sell the commodity men-
tioned below.
2. Commodity and Quantity
Bronze plated Iron Square Hinges with screws.
It is mutually agreed that Party B shall undertake the sales of the aforesaid commodity for not less than 500,000 pairs in the duration of the agreement
3. T erritory:
CANADA
4. Validity and Agreement
This agreement when duly signed by the parties concerned shall remain in force for
12 calendar months to be effective from November 1st, 1994 to October 31st, 1995, and
it will be extended for another 12 months upon its expiration unless notice is given to the contrary.
5. Confirmation of Order
Party B shall submit offers to other parties completely in accordance with the speci- fications and trade terms given by Party A and is not allowed to make any alteration
without Party A's permission. The commission on each transaction is to be fixed
through mutual consultation and paid to Party B after full payment of the transaction
has been received by Party A. Every transaction concluded is binding only after it is
confirmed by Party A in writing.
6. Reports and Market Conditions
Party B shall have the obligation to forward once every three months to Party A detailed reports on current market conditions and of consumer's comments, and if there is any special change in the market, Party B shall also report timely to Party A its full particulars in w riting.
7. Payment
Payment is to be made by confirmed, irrevocable letter of credit, without recourse, available by draft at sight upon presentation of shipping documents to the negotiation
bank in ... The letter of credit for each order, whether opened by the agent or by the
customer, shall reach Party A ... days before the date of shipment.
8. Other T erms &Conditions
a) During the validity of this agreement, Party A shall not make offers of the said
goods to any party in the above-mentioned territory other than Party B, and Party B
shall guarantee not to undertake the agency of, or to handle the sale of, the same kind
of goods for any other countries.
b) Party B must be responsible for placing orders and arranging Ls/C to be opened
in favour of Party A for at least 250,000 pairs for the first six months and 250,000 pairs
for the second six months of the duration of this agreement. Should Party B fail to pass
on orders to Party A for a minimum quantity of 250,000 pairs for the first six months,
Party A shall have the right to sell the same goods to any other buyers.
c) It is understood that this sole agency agreement does not involve the transactions
concluded in the following ways
1/. Transactions concluded by Party A in the name of its government on one side with the government of Party B on the other.
2/. Transactions concluded between Party A and any other buyers in Canada for goods to be re-exported to other countries.
d) When a transaction is confirmed by Party A. Party B is held responsible for its
fulfilment.
! e) Party A has the right to revise or change the selling prices in accordance with
the prevailing market conditions and shall notify Party B of the change in time.
f) During the validity of this agreement, if either of the two parties is found to have
infringed the stipulations of the agreement, the other party has the right to terminate this agreement by giving notice in writing to the infringing party.
Party A (Supplier) Party B (Agent)
Chin8 National Import & Export Taylor Industries Ltd.
Corporation V ancouver B. C.
Canada
Compensation T rade Agreement
This agreement is made on the ... day of ... 2000.
between
Shing Hua Gum Products Mfg. Co. , Shanghai, China (hereinafter called Party A) of
the First Part
and
Swiss Industrial Products Suppliers Ltd. , Zurich, Switzerland (hereinafter called Party
B) of the Second Part, whereby the two parties, through friendly negotiation, agree to
conclude the following compensation trade agreement on the terms and conditions set
forth below:
1. Party A agrees to import from Party B a complete set of GM-92 machine to re
vamp its production, the details of which are shown in Appendix No. 1.
2. Party B agrees to sell a complete set of GM 92 machine to Party A as per details shown in Appendix No. 1. Party B guarantees that the machine supplied for sale is
brand new and in perfect condition. If any defect occurs in the performance of the ma- chine, Party A shall have the right to file a claim against Party B for any loss or losses sustained by Party A.
3. As agreed upon by both parties, the total cost of the machine including freight, insurance, installation and testing is US $ 900,000. --, namely
Machine including components .................................... US $ 84,0,000. --
Freight including inland transportation, etc ..................... US $ 42,100. --
Insurance covering all risks ~. war .................................... US $ 5,400. --
Installation & testing ................................................... US $12,500. --
US $ 900,000. –(total )
If freight, insurance and/or installation charges etc. exceed the above-mentioned fig-
ures, the exceeding amount shall be for Party B's account. In other words, the total
amount of purchase is US $ 900,000. , and the machine is to be delivered to the facto-
ry premise designated by Party A and properly installed.
4. Party A shall supply Party B for export with the products produced with the im- ported machine or, if necessary, with the products produced or provided by other sup
pliers to offset the total cost of the imported machine.
5. Party B agrees that the cost of the machine shall be repaid by Party A with the products produced with the imported machine or with products provided by other suppli-
ers on condition that such products meet with Party B's requirements.
6. As agreed upon by both parties, repayment of the cost of the imported machine shall be fulfilled in two years commencing from the day on which testing proves that the machine is in perfect working condition and a testing certificate is issued by the compe-
tent authorities.
7. Upon receipt of the testing certificate, Party A shall pay Party B a down pay-
ment of US $100,000. -- through the Bank of China, Shanghai and at the same time re- quests the said bank to issue a letter of guarantee in favour of Party B ensuring punctual delivery of the buyback products to offset the outstanding amount of the cost of the im- ported machine as prescribed in Artic le 5 of this agreement.
8. Repayments shall be made by quarterly instalments, namely, US $100,000. --
each quarter, and for the sake of convenience, reciprocal letters of credit are to be
opened simultaneously by Party A and Party B with their own bank one month prior to
the estimated date of shipment of the buyback products.
9. Party B guarantees to place orders with Party A every three months for the buy- back products amounting to US $100,000. -(approximately). For orders received and booked, Party A shall send sales contracts in duplicate to Party B. The duplicate copies
of the sales contracts shall be counter-signed by Party B and returned to Party A for
file. It is agreed that in executing orders Party A shall give priority to the orders re-
ceived from Party B.
10. In case Party B fails to place orders to the amount stipulated in Article 9 of this
agreement, the short amount shall be carried forward to the next quarter to be fulfilled
by Party B.
11. In case Party B fails to open the reciprocal L/C for the orders placed, Party A
shall have the right to sell the products to any other buyer and debit Party B's account
with the storage charges and losses arising from Party B's non-fulfillment of its obliga-
tion as set forth in Artic le 9 of this agreement.
12. In case Party B places orders exceeding the amount required for quarterly re payment, Party A, if possible, shall accept and execute the order; however,
a) if the exceeding amount is small, it shall be carried forward to the following
quarter to offset the amount of repayment,
b) if the exceeding amount is large, it shall be regarded as the amount of a separate transaction, for which Party B is requested to open a covering L/C.
13. Should Party A be unable to supply the buyback products during the regulated
period of three months, Party B shall have the right to ask the Bank of China to make
the necessary repayment under the letter of guarantee by giving details of evidence
showing Party A’s inability to perform its obligation.
14. Payments by Party A for the imported machine and payments by Party B for
the buyback products shall be accounted for separately and offset each other. At the end
of the 4th quarter, i. e. after a period of 12 calendar months, Party A shall provide a
statement of accounts, which is to be checked and verified by a registered auditor.
Should any differences appear in the two accounts, Party A and Party B shall conduct negotiations and make a plan to balance the accounts.
15. Should either party be prevented from performing any of its obligations under
this agreement owing to an event of force majeure, the time for performance under this agreement shall be extended. The period to be extended shall be discussed and decided between and by the two parties. The prevented party shall notify the other party by
telex or telephone as soon as an event of force majeure occurs. It shall also provide a certificate from the relevant government authorities confirming such force majeure and
stating the reason of its inability to perform its obligations.
16. After the imported machine has been installed and put to use, Party B shall
send technicians at its own expense to train Party A's workers to operate and maintain
the machine. The time required as agreed upon by both parties is three months. Party A
in return for Party B’s after-sales service shall offer free accommodations for Party B's personnel during their stay in Shanghai.
17. Any differences in opinion and/or disputes in connection with this agreement
or the execution thereof shall be settled amicably through friendly negotiation.
18. This agreement is written in Chinese and English versions. Both versions are equally authentic. In the event of any discrepancy between the two aforesaid versions,
the Chinese version shall prevail. IN WITNESS WHEREOF, the parties have executed
this agreement in quadruplicate by their duly authorized representatives as of the date
first above written.
Party A Party B
Shing Hua Gum Produe~s Mfg. Co. Swiss Industrial Products Shanghai, China Suppliers Ltd. Zurich, Switzerland
A012·00097（通卡） 绝密★启用前 2019年4月高等教育自学考试全国统一命题考试 外贸英语写作 （课程代码00097） 注意事项： 1.本试卷分为两部分，第一部分为选择题，第二部分为非选择题。 2.应考者必须按试题顺序在答题卡（纸）指定位置上作答，答在试卷上无效。 3.涂写部分、画图部分必须使用2B铅笔，书写部分必须使用黑色字迹签字笔。 第一部分选择题 一、单项选择题：本大题共20小题，每小题1分，共20分。在每小题列出的备选项中只有一项是最符合题目要求的，请将其选出。 1.He is more talented and active than in our department. A.anyone B.anyone else C.else anyone D.anybody 2.Most people considerto be responsible citizens. A.themselves B.himself C.they D.their 3.If you write checks，your service charges will decline. A.less B.least C.fewest D.fewer 4.Because of air pollution being greatly reduced，this city is still . A.lived in as a good place B.lived as a good place C.a good place to live in D.a good place which to live 5.Of all the books mentioned in the booklist，none available ecently. A.is B.has heen C.are D.have
●信函1 建立业务关系 1. 告诉对方从什么渠道得知对方的信息。 Owe..to… 承蒙ABC公司的介绍，我方得知了贵公司的名称与地址。 We owe your name and address to ABC company. Transfer sth. To sb.传递…到.. Pass on sth. To sb. Thanks for ABC company who have passed on your name and address to us. 除了别人告知，还可以从信函、网站等方面直接了解到 从你方信函中，我们了解到贵方欲求购… From your letter of …, we know that you’d like to purchase… 从你方10月5号的信函中，我们了解到贵方欲求购1000双皮手套。 From your letter of 5th,October, We know that you’d like to purchase 1000 sets of leather gloves. 2、表达自己写该信的目的 与您接洽，为的是与贵方能建立业务关系。 We are approaching you with a view to establishing business relations with you Enter into/ establish/ build up direct/ friendly/ pleasant/ good business relations with sb. Promote business relationship促进业务关系 Strengthen/enhance business relationship 加强业务关系 We would like to enter into business relationship on the basis of equality, mutual benefit.我们愿在平等互利的基础上与你建立业务关系. 3. 我方的经营范围 We wish to inform you that(兹告你方) we specialize in… Please be informed/advised that…兹通知你方 Specialize/trade/handle/deal in leather bags经营皮包 Trade in VS trade with 我方是中国最大的工艺品出口商 我方是从网站上得知贵公司欲采购10000件工艺品 我们现已与美国和欧洲的多个商户建立了良好的业务关系。 附上产品目录和价格单，希望收到对方的询盘。 Dear sirs, From the internet, we know that you are purchasing 10000 sets of arts and crafts. We are approaching you with a view to establishing business relations with you. Because we are the main exporters of arts and crafts in China, and we have many partners both in America and Europe Union. Enclosed please find our latest catalogue and price list. We look forward to your favorable reply. ●信函2 enquiry询盘 初次询盘信一般包含以下内容：
本文档来源于实惠网外贸论坛(https://www.doczj.com/doc/908647807.html,)你也可以加入外贸交流QQ群：你95545465交流外贸心得 免费外贸b2b平台-实惠网（https://www.doczj.com/doc/908647807.html,）注册轻松获得美金，机不可失。 外贸英语写作试题 Ⅰ.Translate the following: 1.From English into Chinese: CIP IMF Customs Invoice Counter Sample Voyage Charter Gross for Net Repayment Guarantee Optional port Futures Trading 2.Form Chinese into English: 1、银行汇票 2、互购 3、外汇储备 4、知识产权 5、备用信用证 Ⅱ.Choose the best answer:
1.We should be pleased to send you a sample our own expense. A.at B.in C.against D.of 2.Good harvest this year has made it possible for us to supply walnuts last year’s prices. A.at B.in C.against D.on 3.Any alteration in design would mean re-setting our machines, and the cost of this would be prohibitive you could place an order for more than 5,000. A.until B.with C.unless D.when 4.After studying our prices and our liberal terms, you will understand why we are working capacity to meet the demand. A.on B.to C.for D.of 5.Thank you for your remittance of US $ 2,150.00 the 70% freight due under Invoice No.22B/9 6. A.of paying B.pay for C.for payment for D.in payment of 6.It will be appreciated you could effect shipment in two equal lots by direct steamer you receive our L/C. A.when,wnen B.if,as soon as C.when,shich D.will,soon 7. “virtual shops” may lack see-and-feel sampling, the phenomenal growth of catalogue shopping, TV-and-phone marketing and phone-banking in recent years is proof that see-and-feel is not the only way to sell. A.While B.If that C.When D.Which 8. the goods were examined by a public surveyor upon arrival at your port,we cannot but accept your claims as tendered. A.If B.Despite C.Though D.Since 9.The discount of 5% agreed on was granted only no balance was outstanding from previous account. A.on condition B.on condition that C.that D.depends on 10.We can assure you that these suitings are very popular in the Far-East Markets, we have had some experience.
11----------------精选公文范文----------------1 外贸英语函电书写格式要求 各位读友大家好，此文档由网络收集而来，欢迎您下载，谢谢 篇一：外贸英语函电写作技巧 外贸英语函电写作技巧 英文信函的信头也称信端，其内容包括发件公司的名称、标志、通信地址、电话号码、传真号、电子邮箱等。书写信头的目的是为了方便收件人了解信函来自何处，并为回复提供联系方式。 很多公司都会印制带信头的信纸。一般来说，人们喜欢将简单的信头放在信纸上端居中，将复杂的信头放在信纸的右侧或上下两端。在使用这种信纸打印信函时，一定要注意为信头留出足够的空间。 对于私人商务信函，如求职信等，
22----------------精选公文范文----------------2 信头通常写在信纸的右上方。 如果信函的长度超过两页，那么从第2页开始就不再需要信头了，只需写上页码、收件人姓名及日期。 英文地址的书写和中文地址的书写有很大区别，应遵循从小到大的原则。特别值得注意的是，地址中的标点符号需正确使用。当前的习惯做法是，行末一般不加标点符号，但行中间该加标点的地方，还是不应省略。门牌号码与街道名称之间不加标点，但是在城市与国家名称之间必须用逗号分开。 英文商务信函中称呼的书写有讲究 在英文信函书写中称呼是对收信人的尊称语。一般位于信内地址下方空一行；有Attention时也一样，位于Attention下面空一行。称呼后面一般用逗号（英式），也可以用冒号（美式）。 如果信是写给公司的，并没有直接
33----------------精选公文范文----------------3 的联系人，称呼应为：“Dear Sirs,”（英式）或“Gentlemen:”（美式）。在不能确定收信人性别的情况下，还可以使用To Whom It May Concern或Dear Madam or Sir。不过这两种称呼应尽量避免使用，因为人们觉得它们不能显示足够的友好。在写信给特定的组织时，更愿意使用Dear Member,Dear Customer,和Dear Human Resources Manager这样的称呼。 如果知道收件人的姓名，就应该直接把姓名用入称呼里。 1．商务信函一般用Dear Miss Brown，Dear 。Dear纯属公务上往来的客气形式。 2．写给亲人、亲戚和关系密切的朋友时，用Dear或Mydear再加上表示亲属关系的称呼或直称其名。例如：My dear father，Dear Tom等。
外贸英语写作：进出口类商业书信写作范文外贸英语写作：进出口类商业书信写作范文 Inquiries regarding our new product, the Deer Mountain Bike, have been coming in from all parts of the world. Reports from users confirm what we knew before it was put on the market - that it is the best mountain bike available. Enclosed is our brochure. Yours faithfully 2. 提出询价 Dear Sirs, Jun.1, 2001 We received your promotional letter and brochure today. We believe that your would do well here in the U.S.A. Kindly send us further details of your prices and terms of sale. We ask you to make every effort to quote at competitive prices in order to secure our business. We look forward to hearing from you soon.. Truly 3. 迅速提供报价 Gentlemen, June 4, 2001 Thank you for your inquiry of June the 1st concerning the Deer Mountain Bike. It gives us great pleasure to send along the technical information on the model together with the catalog and price list. After studying the prices and terms of trade, you will understand why we are working to capacity to meet the demand. We look forward to the opportunity of being of service of you. 4. 如何讨价还价 Gentlemen, June 8, 2001 We have received your price lists and have studied it carefully. However, the price level in your quotation is too high for this market, If you are prepared to grant us a discount of 10% for a quantity of
全国2007年7月高等教育自学考试 外贸英语写作试题 课程代码：00097 请将答案填在答题纸相应位置上 Part One: Questions 1-20 Directions: There are 20 sentences in this part. For each sentence there are four choices marked A, B, C and D. Choose the ONE that best completes the sentence. （在下列各题中选择一个最佳答案填空。）20% 1. Customers are understandably angry ______ the delay. A. with B. for C. at D. toward 2. Unless data can be assembled ______, we will lose business to our competitors. A. quicker B. more quickly C. more quick D. much quickly 3. ______ first class was questioned by the auditor. A. His traveling B. He traveling C. His travel D. He travel 4. Y esterday the manager, along with the office secretary and accountant, ______ invited to the conference . A. was B. were C. is D. are 5. Our staff agreed that ______ stand must be unified. A. their B. our C. it’s D. its 6. A serious disagreement between the management and ______ caused ______ dismissal. A. he...him B. he (i) C. him...he D. him (i) 7. Members debated the ______ of decentralization. A. pro and con B. pro’s and con’s C. pros and cons D. pro-and-con 8. ______ you have probably seen in our advertisements in fashion magazines, our products appeal to a wide age group. A. As B. Like C. Since D. Because 9. Send this form to ______ requests it. A. whomever B. whoever C. whom D. who 10. This agreement is applicable to transactions in ______ direction between the two parties.
外贸英语函电写作4大原则 刚接触外贸的小白都立志要好好学外贸英语，但具体落实下来还是发现自己不会写外贸英语函电。他们发出了一连串的疑问：外贸英语类信函有什么特点呢？写这类信函的时候有没有什么标准？我们该把握一个什么样的度呢？看到大家这么手足无措，今天就和大家聊聊写外贸英语信函时应该把握的4个原则。 一、多一词不如少一词 外贸英语函电写作的首要原则是简洁。我们都知道国际贸易的竞争是十分激烈的，所以一封简洁明了的信函可以给读信的人节省很多时间。要做到简洁，可以从3个方面入手。第一，省去那些繁琐的客套话，直接开门见山，直奔主题。如：Could you make us an offer for your newest motors?第二，应该使用简单的句子结构,多用单词少用词组和定语从句，如：We require TV which is of the new type就显得啰嗦了，可以直接写成We require new type TV。第三，适当使用缩略语。外贸英语中有许多既定的专业缩略语，如D/P(付款交单),F.O.B(离岸价),L/C(信用证)等等，要尽量掌握。 二、失之毫厘差之千里 准确性是外贸英语函电写作的另一个要求。由于中西方的文化差异加上思维方式的不同，外贸活动中的交流极易产生误解，所以外贸英语函电措辞的准确性就显得尤为重要。而且外贸英语函电还具有一定的法律效力。为了确保准确性，在选词的时候尽量用含义相对单
一的词，不要用含义太丰富的词。另外，外贸函电专业术语较多，尽量按照惯例来使用这些词。 三、话可不能乱说 这一点要求我们除了词汇、语法上需要准确无误外,还要注意表达恰当、得体。首先是要尊重双方的文化差异，毕竟大家的政治、经济环境、传统习俗、商业价值观、消费心理等都迥然不同。因此我们在表达的时候要小心，防止触犯了对方的文化禁忌。其次是要对写作的对象有一定的了解。除了注意对方的文化背景外,还有留意其他方面,千万不要碰到对方的“雷区”。 四、礼多人不怪 礼貌也是商务英语函电写作中需要注意的一个细节。生意往来向来讲究以和为贵，所以即使是有分歧，礼貌的交流也能为今后的合作打下基础。要做到礼貌，我们需要把握两点：一是信函中尽量少用否定句，因为否定往往会给人消极被动的感觉。二是可以多使用祈使句和疑问句，其中疑问句是首选。疑问的方式客气、委婉，给对方留有余地，让对方有被尊重的感觉。 以上就是诚商新视界小编想要跟大家分享的外贸英语信函写作原则。本着这4个原则，希望大家都能写出出色的外贸英语函电。 文章来源：诚商新视界
2018年10月高等教育自学考试全国统一命题考试 外贸英语写作试卷 (课程代码00097) 一、单项选择题：本大题共20小题，每小题l分。共20分。在每小题列出的备选项中只有一项是最符合题目要求的，请将其选出. 1.Proposals submitted by were considered. A.her and me B.her and I C.she and I D.she and me 2.Mr.Steward is the one we have selected as supervisor. A.whoever B.which C.whom D.who 3.The training section of this company consists ten staff. A.of B.in C.for D.with 4.The news I heard from my family quite good. A.being B.was C.were D.are 5.Did you go on many ski trips this year? No, . A.not much B.quite less C.very little D.very few 6.Around the world, there may be a million earthquakes in a single year. A.as many as B.so many as C.as much as D.so much as 7. the car seems to be his main hobby. A.Wash B.Washing C.Washed D.To wash 8.Andrew does the work than Paul. A.more slowly B.more slow C.slower D.much slow 9. you take your medicine. you will feel. A.The sooner...better B.Sooner...the better C.Sooner...better D.The sooner...the better 10.George knew he could improve the way of marketing. A.how that B.which C.how D.how to 11.All the report should be complete, concise, and . A.accurate B.accuracy C.writing accurately D.written accurate 12.You can get the loan you offer good security. A.unless B.if C.but D.and 13.Mr.Baron is anxious the big project. A.of winning B.winning C.win D.to win 14.I know he spends as much time reading books as . A.exercises B.doing exercises C.do exercises D.does exercises 15.You were supposed to stay in your seats, keep your eyes on your work, to
常用外贸英语函电书信写作 外贸函电是建立对外贸易关系和外贸往来的重要手段。外贸函电不同于普通信函，有其语言、内容、态度、格式方面的文体独特特点，也要学习跨文化交际常识。接下来为大家整理了常用外贸英语函电书信写作，希望对你有帮助哦! 1.请求建立商业关系 Rogers Chemical Supply Co. 10E.22Street Omaha8,Neb Gentlemen: We have obtained your name and address from Aristo Shoes, Milan , and we are writing to enquire whether you would be willing to establish business relations with us. We have been importers of shoes for many years. At present, We are interested in extending our, range and would appreciate your catalogues and quotations.If your prices are competitive we would expect to transact a significant volume of business. We look forward to your early reply. Very truly yours 自米兰职权里斯托鞋类公司取得贵公司和地址，特此修函，祈能发展关系。多年来，本公司经营鞋类进口生意，现欲扩展业务范围。盼能惠赐商品目录和报价表。如价格公道，本公司必大额订购。烦请早日赐复。此致 2.回复对方建立商业关系的请求
绝密★考试结束前 全国2020年10月高等教育自学考试 外贸英语写作试题 课程代码:00097 1.请考生按规定用笔将所有试题的答案涂二写在答题纸上三 2.答题前,考生务必将自己的考试课程名称二姓名二准考证号用黑色字迹的签字笔或钢笔填写在答题纸规定的位置上三 选择题部分 注意事项: 每小题选出答案后,用2B铅笔把答题纸上对应题目的答案标号涂黑三如需改动,用橡皮擦干净后,再选涂其他答案标号三不能答在试题卷上三 一二单项选择题:本大题共20小题,每小题1分,共20分三在每小题列出的备选项中只有一项是最符合题目要求的,请将其选出三 1. I had a very good weekend at my uncle’s.” Oh,really? ” A.That will do. B.Cheer up! C.It’s a pleasure. D.Glad to hear that. 2.We can give you a lift to the post office.We are going that way . A.nearly B.either C.anyway D.however 3.Bob made a mistake but I don’t hold against him.We all make mistakes. A.one B.it C.this D.that 4.Put your seat belt on.The plane will be in a few minutes. A.taking off B.taking away C.taking up D.taking down 5.John thought I was blaming him, in fact,I was blaming myself. A.as B.whether C.unless D.while 6. Do you hear someone knocking at the door?” Yes,I did.I heard him three times.” A.knocking B.knocked C.being knocking D.knock 7.Peter,John and Tom each . A.say they came first B.says they came first C.says he came first D.say came first
《外贸英语实务》课程教学改革方案 一、课程性质和任务 （一）课程性质 《外贸英语实务》课程是我院国际贸易、报关与国际货运和商务英语专业的一门专业核心课程，该课程以《大学英语》和《国际贸易实务》为先修课程，是在掌握英语语言能力的基础上开设的一门理论性与实践性并重的课程，注重理论与实践相结合，既要结合对外贸易业务各个环节的知识，又要训练和培养有关外贸业务环节的语言表达能力，培养学生阅读、翻译及撰写各种规范的外贸英语信函以及国际商务英语谈判的基本技能，使学生初步具备国际商务谈判的能力，是一门实践性、操作性很强的专业必修课。 （二）课程任务 外贸函电作为国际商务往来经常使用的联系方式，是开展对外经济贸易业务和有关商务活动的重要工具。熟练运用外贸英语函电的基本知识，也是外贸工作人员必须具备的专业技能。因此，本课程的主要任务是让学生在熟练掌握国际贸易实务相关知识和具有一定英语水平的基础上，培养学生对所学外贸英语函电知识的实际运用能力，掌握外贸英语信函的格式与结构、专业英语术语、常用业务词汇以及有关业务的英语表达方式和句型结构的能力，通过大量的技能训练把基础英语技能与外贸英语知识有机地结合起来，使学生不但具备撰写国际商务英语书信的能力，而且还具备填制合同、审证、改证及填制各种外贸单据的能力，通过技能训练加深学生对国际贸易业务环节的理解，培养学生的阅读、翻译和草拟函电的基本知识和技能，使学生能用英语处理进出口业务往来函电、签订合同和制作单证，提高其商务英语运用的技能，为今后从事外贸工作打下坚实的基础。 （三）课程改革思路 （1）课程改革理念 本课程充分体现了现代课堂教学要以人为本的教育理念，不仅要让学生学会知识，还要使学生具备优秀的实践操作能力和独立解决分析问题能力。课程改革重点在于建立起卓有成效的教、学、做三者和谐统一的体系，既要在教学方法上探索适合学生的教学方法（如引进情境、案例教学法）又要建立起科学合理的评价体系，能够确保新型的教学方法确实能够提高学生学习效率。教、学、做三者要实现卓有成效的结合，而不能为了某一方面求“新”而导致整体发展不平衡，学生达不到既定的学习目的。 （2）课程改革思路 《外贸英语实务》课程强调英语基础知识和国际贸易专业知识的结合，学生在充分利用自己所掌握的英语写作的基本语言特点和方法融入具体的业务活动中。学生通过一个学期的学习，可以充分掌握外贸函电英文写作的特点和方法，在巩固英语知识的同时，也丰富了国际贸易专业知识。并能够做到理论与实践相结合，充分利用所学的外贸函电的知识体系来指导实际的贸易工作。 《外贸英语实务》课程的教学目标在于通过本课程的学习，在学生充分利用已经掌握的
第一讲词(words) 一）名词的特殊用法 1、集体名词★ (1)作为整体使用时，集体名词视为单数，谓语动词相应用单数： team, army, audience, class, club, committee, company, crowd, couple, family, group, staff, government, union (2)强调个体成员时，集体名词视为复数，谓语动词相应用复数。 2、不可数名词：物质名词（paper, water, bread, milk），抽象名词（happiness, quality, information）， 专有名词（人名，地名，时间名，报刊名）。 (1)一般无单/复数形式，前面不用加a/an，谓语动词用单数。 如knowledge知识，information信息，furniture家具，equipment设备，advice建议。 (2)不过特定情况下也可作可数名词使用，但意义发生改变： ①当抽象名词前后有修饰语表示“某一种”或“某一方面”的概念时，其前可加a/an。A refrigerator is a luxury here. ②物质名词用于表示“各种不同品种”时，转化成可数名词。This is a store selling many different teas. ③某些物质名词或抽象名词用作复数时，词义往往起变化。 Paper(纸)------a paper (报纸，文件，论文) power(权利，电力)-----a power (大国，强国) Experience(经验)----experiences（各种经历）beauty(美丽)-------a beauty（美女） 3、复数形式★ (1)合成名词的复数形式 ①以不可数名词结尾时，无复数形式，如homework, moonlight。 ②以可数名词结尾时，遵循结尾的可数名词的变化规则。 ③“可数名词＋介词(短语)”时，在中心名词后加-ｓ， 如mothers-in-law岳母，editors in chief总编辑，board of directors董事会。 ④“动词/动词-ed形式＋副词”时，在词尾加-s，如grown-ups成人，trade-ins折扣物，show-offs炫耀。 ⑤“动词-ing形式＋副词”时，在动词-ing形式后加-s，如comings-in收入。 ⑥含man或woman的合成名词变复数时，前后两个名词均需变为复数， 如woman teacher—women teachers女教师，man cook---men cooks 男厨师。 (2)缩略词的复数形式 ①多数缩略词后直接加-s，特别是由大写字母组成的， 如CPA--CPAs (certified public accountant 注册会计师)；IOU--IOUs (I owe you 欠条) ②由小写字母组成并在每个字母后带“.”，在其后加-s或-’s，如c.o.f.s或c.o.d.’s (cash on delivery)交货付款 只在最后一个字母后带“.”，在“.”前加-s，如gals. (gallon加仑) ③表示度量衡单位的，往往不加-s，如in. (inch英寸)，ml. (mile英里)，oz. (ounce盎司) ④有的单/复数都可作为复数形式，如Ib.或Ibs. (pound磅)，yd或yds (码) (3)数字、符号、单个字母的复数形式 ①数字、符号、单个字母变为复数形式时，在其后加-s或-’s。1950---1950’s或1950s ②其他词类名词化后充当名词使用时，其复数形式加-s或-es。Pros and cons优缺点；yeses and noes。 二）动词的特殊用法 1、特殊系动词★ (1)系动词+形容词/介词短语，形成S＋V＋C（主语＋动词＋主补或表语）句式，用来描述主语特征或状况 (2)系动词除be以外，简单归为几类： ①表示“感官、好像”的动词，如：feel感觉，smell闻，appear看起来，seem似乎 ②表示“变化、成为”的动词，如：become成为，turn转变成为，come变成，grow变成 ③表示“保持某一状态”的动词，如：keep保持，remain保持，stay坚持，stand维持不变，continue继续 (3)有些动词也可用作行为动词（如grow），必须用副词来修饰它们 注意：“系动词＋形容词”“行为动词＋副词”(行为动词=实义动词) 2、动词与主语的一致★ (1)主语是单数时时动词必须是单数形式；主语是复数时动词必须是复数形式。
外贸英语函电书写格式要求 各位读友大家好，此文档由网络收集而来，欢迎您下载，谢谢 篇一：外贸英语函电写作技巧 外贸英语函电写作技巧 英文信函的信头也称信端，其内容包括发件公司的名称、标志、通信地址、电话号码、传真号、电子邮箱等。书写信头的目的是为了方便收件人了解信函来自何处，并为回复提供联系方式。 很多公司都会印制带信头的信纸。一般来说，人们喜欢将简单的信头放在信纸上端居中，将复杂的信头放在信纸的右侧或上下两端。在使用这种信纸打印信函时，一定要注意为信头留出足够的空间。 对于私人商务信函，如求职信等，信头通常写在信纸的右上方。 如果信函的长度超过两页，那么从第2页开始就不再需要信头了，只需写
上页码、收件人姓名及日期。 英文地址的书写和中文地址的书写有很大区别，应遵循从小到大的原则。特别值得注意的是，地址中的标点符号需正确使用。当前的习惯做法是，行末一般不加标点符号，但行中间该加标点的地方，还是不应省略。门牌号码与街道名称之间不加标点，但是在城市与国家名称之间必须用逗号分开。 英文商务信函中称呼的书写有讲究 在英文信函书写中称呼是对收信人的尊称语。一般位于信内地址下方空一行；有Attention时也一样，位于Attention 下面空一行。称呼后面一般用逗号（英式），也可以用冒号（美式）。 如果信是写给公司的，并没有直接的联系人，称呼应为：“Dear Sirs,”（英式）或“Gentlemen:”（美式）。在不能确定收信人性别的情况下，还可以使用To Whom It May Concern或Dear Madam or Sir。不过这两种称呼应尽量避免使用，因为人们觉得它们不能显示足够的友
绝密 考试结束前 全国2014年10月高等教育自学考试 外贸英语写作试题 课程代码:00097 请考生按规定用笔将所有试题的答案涂二写在答题纸上三 选择题部分 注意事项: 1.答题前,考生务必将自己的考试课程名称二姓名二准考证号用黑色字迹的签字笔或钢笔填写在答题纸规定的位置上三 2.每小题选出答案后,用2B铅笔把答题纸上对应题目的答案标号涂黑三如需改动,用橡皮擦干净后,再选涂其他答案标号三不能答在试题卷上三 P a r tO n e:Q u e s t i o n s1-20 D i r e c t i o n s:T h e r e a r e20s e n t e n c e s i n t h i s p a r t.F o r e a c h s e n t e n c e t h e r e a r e f o u r c h o i c e sm a r k e d A,B,Ca n dD.C h o o s e t h eO N Et h a t b e s t c o m p l e t e s t h e s e n t e n c e.(在下列各题中选择一个最佳答案填空三)20% 1.T h e c a p a c i t y s a v i n g s i s i m p o r t a n t t oA s i a. A.t o r a i s e B.r a i s i n g C.t o r i s e D.r i s i n g 2.C o m p l e x e q u i p m e n tr e q u i r e s o p e r a t o r s w h o a r es p e c i a l i s t s;w e m u s tt r a i n o p e r a t o r s t ob e c o m e s p e c i a l i s t s. A.h o w e v e r B.m o r e o v e r C.n e v e r t h e l e s s D.t h u s 3.P l e a s e p l a c e y o u r o r d e r i mm e d i a t e l y,y o uw i l l n o t b e e l i g i b l e f o r t h e d i s c o u n t. A.b u t B.a n d C.o r D.s o 4.T h e a d v e r t i s i n g m a n a g e rw r o t e t h eb r o c h u r e,h a d i t t o c u s t o m e r s. A.p r i n t i n g a n dm a i l i n g B.p r i n t e d a n dm a i l e d C.p r i n t e d a n dm a i l i n g D.p r i n t i n g a n dm a i l e d 5. t h e c o r r e s p o n d e n c e,A n d y f o u n d t h e l o s t d o c u m e n t. A.H e f i l l i n g B.T o f i l e C.F i l i n g D.F i l e d 6.T h e c o n t r a c tw i l l b e a w a r d e d t o s u b m i t s t h e l o w e s t b i d. A.w h o m B.w h o e v e r C.w h i c h e v e r D.w h o m e v e r
参考答案（二） --,1. B 2. A 3. C 4. A 5. D 6. A 7. C 8. C 9. C 10. B 11. B 12. A 13. D 14. B 15. D16. A 17. D 18. A 19. B 20. B 二、21. established→been established 22. informations→information 23. receive→receiving 24. Whether→if 25. on→under 26. the receipt→receipt 27. having been recommended→having recommended 28. are enclosed→enclose 29. appreciation→appreciations 30. prospect→p, rospective 三、31. We hope the samples will reach you in good time and look forward to your order. 32. We should like to place considerable large orders with you if the prices you quote are very competitive. 33. Please inform us of your telex number so that we will be able to reply to your query at Once. 34. We have shipped 100 minicomputers you badly need per SS "MORNING STAR, " 35. We offer these goods subject to their being unsold on receipt of your order. 36. Any such claim must be accompanied by a chemical analysis report for our consideration. 37. Please let us know if you do not receive our shipment after the goods are dispatched. 38. The time of shipment is within one year after our receipt of your first payment. 39. We have received a directive to hold all shipments although I do not know why. 40. It is my purpose of the visit to find out the possible measures to be taken to improve business. 四,41. form, 42. question. 43. is? 44. Congratulations！ 45. August. 46. office. 47. return? 48. question. 49. p. m. 50. $ 700. 五,51. To: Percy Hamburg, Marketing Manager