第一幕秘书：Hello, I’m the secretary of the Beijing Automobile Co. What can I do for you?律师2：I’m a lawyer from the East China Jiao Tong University law firm. My name is X X. This is my partner X X, we had made a appiontment with your General Manager yesterday. We must have a talk with your General Manager （总经理）now.秘书：Ok, this way please, follow me!旁白：Five minutes latter, outside of the General Manager’s office.秘书：Mr wang, these are the East China Jiao Tong University law firm’s lawyers. (秘书下)总经理：Oh, I know. Thanks for your coming. Nice to meet you.律师1、律师2（合）：Nice to meet you , too.总经理：Have a seat and let’s get right to it.(让我们开门见山直奔主题) 律师1、律师2：Okay, shoot.总经理：Now, let me introduce you the basic situation. We’d like to set up a Chinese-foreign joint venture with Michigan Automobile Co. We want to have control of the joint venture management and we will provide 20 million USD in capital, plus land, plant and equipment.律师1: I understand, so you need us to draft a joint venture agreement. Ok, we need to sign a power of attorney. （我们需要签一份委托书)总经理：Ok, I need you go with us during talks. If you see a urgent problem, whisper it to me or hand me a note, otherwise, wait until we’re on break or after the negotiation.律师1：Sure, I can live with that. Anything else?总经理：Not really, just that all your comments should be told me at the first time.I get the final say on whether it gets into the meeting.律师2：If you forget something I see as important, I’m going to inform you in writing.总经理：No problem.律师1：It’s my pleasure to cooperate with you, but we’d better to talk about the attorney fees.总经理：Ok, we will pay you according to the standard of attorney fees. If Michigan Co. and we can reach agreement we’d like to pay you another 10,000 yuan .律师2：Wish a wonderful cooperation !旁白：Meanwhile ,the representatives of Michigan Co. interview the lawyers from the American law firm.The second scene: the representatives and lawyers from both sides make the negotiation which is held to negotiate about the joint venture and todraft a letter of intent.第二幕中国的董事长和经理：Nice to meet you.美国的董事长和经理：Nice to meet you too .中国的董事：Last cooperation with your company is very wonderful .After the feasibility study ,our Co. is interested in forming a joint venture to assemble and sell automobiles using your company’s engines.美国的董事：Chinese market is attractive. We’d like to cooperate with you , too.美国的经理：In order to make the negotiation quickly and efficiently ,I suggest introduce the basic situation of companies respectively. Please allow me to introduce our Co. firstly, Our company has 2350 workers including engineers and technical workers 300, has 400 million USD fixed assets .It produces a powerful efficient 4-cylinder automobile engine of its own design.中国的经理：Our company has 40000 workers including engineers and technical workers 48,has fixed assets 450 million yuan .美国的董事：How about your production process?中国的经理：Our factory’s production process is on the first class in China even in the Southeast Asia .Our detection means is excellent and the industrial equipments are advanced as well.美国的经理：How many automobiles does your company manufacture every year?中国的经理：More than 1 million.美国的董事：Ok ,we are satisfied with your company.中国的董事：I’m very pleased. We believe we should have control of the joint venture management because our company provide 20 million USD in capital plus land，plant and equipment.美国的董事：No, I don’t agree with you. We must have control of the joint venture management. After all, we provide 40 million USD in capital plus patents know-how and other technology. Suppose you don’t have patents, you couldn’t manufacture. What’s more, from the last feasibility study which has shown that there is great demand for such engines in China, it can bring you great profits.中国的董事：I’m for your opinion, but you couldn’t ignore we have the excellent production process and cheap labor. If you don’t want to cooperate with us, that is to say, you choose other companies in China or Asia, you should make sure whether they can put your patents and technology into practice. While we can meet your requirement. Of course, you also can choose Japan or Korea, but you need to know where is themarket – it’s China and even Southeast Asia. I believe it can be a large number of transportation expenses. In addition, they don’t have cheap labor either. The last but not the least, we are familiar with the market in China and Southeast Asia. Our company’s condition is unique and perfect.中国的经理：About patents ,we will ask the asset appraisal company to evaluate.美国的董事：Wait a minute.旁白：At the moment, the chairman whispers to his lawyer.美国律师1：According to the Law of the People’s Republic of Chinese-Foreign Quity Joint Ventures. The proportion of the investment contributed by the foreign joint ventures shall generally not be less than 25% of the registered capital of a joint venture. The parties to the venture shall share the risks and losses in proportion to their respective contributions to the registered capital. No assignment of the registered capital of a joint venture shall be made without the consent of the other parties to the venture. Y ou need to think twice.旁白：After a hot discussion.美国的董事：Um, We decide that you have control of the joint venture management, but we should take 48% share. Ok?中国的董事：Ok, we reach the agreement.中国的经理：Now the most important thing has decided. How about the equipments and materials?美国的经理：Our Co. wants to import some equipments and materials from the United States.中国的经理：I think the cost is too high. Our company wants to use Chinese equipments and materials as much as possible.美国的经理：It’s known to all, American equipments are more advanced. Moreover, equipments are vital to manufacture products.中国的经理：But the materials in China are cheaper than American. In addition, the Chinese-foreign joint venture will set up in Beijing. It’s more convenient and cheaper to transport.美国的董事：Okay, considering all the sides, we had better import equipments from the United States while materials must buy from China. How about your viewpoint?中国的董事：No problem.中国的律师1：Y ou should consider the first capital to start the operation of the joint venture.中国的董事：It’ll need 50 million USD in capital to start the operation of the joint venture .Based on the share, we need due 26 million USD andyou will due the left.美国董事：We will due the capital in a week.美国律师2：Y ou ought to determine how soon do you transfer the property.中国经理：In 15 days.美国的经理：Ok! The exciting moment is coming, we should pick a name for our company. Do you have some good idea?中国董事：Changsheng Automobile Chinese-Foreign joint venture.美国董事：Good !美国律师2：The joint venture agreement contract and articles of association signed by the parties to the venture shall be submitted to the competent authorities of foreign economic relations and trade.中国经理：Don’t worry, our lawyer will accomplish it.旁白：After the negotiation, a letter of intent has been draft .After the negotiation attended by the lawyers from both sides, the two sides reach agreement. A ceremony for signing the contract have been held.——原创Thank you !。