中华人民共和国中外合作经营企业法实施细则 RULES FOR THE IMPLEMENTATION OF THE LAW OF THE PEOPLES REPUBLIC OF CHINA ON CHI

e transfer.

　　Chapter V Organizational Structure

　　Article 24 The contractual joint venture shall establish a board of directors or a joint management committee. The board of directors or the joint management committee is the authoritative organization of the contractual joint venture， deciding the major

issues of the contractual joint venture according to the provisions of the articles of association of the contractual joint venture.

　　Article 25 The board of directors or the joint management committee shall be composed of not less than three members， and their distribution shall be determined through consultation by the Chinese and foreign parties with reference to the investment or conditions for cooperation contributed by each party.

　　Article 26 The members of the board of directors or the joint management committee shall be appointed or dismissed by the Chinese and the foreign party respectively. The method of the selection of the chairman and vice-chairman of the board of directors or the director and vice-director of the joint management committee shall be stipulated in the articles of association of the contractual joint venture. Where the Chinese or the foreign party assumes the chairmanship of the board of directors or the directorship of the joint management committee， the other party shall assume the vice-chairmanship or the vice-directorship.

　　Article 27 The term of office of the members of the board of directors or the joint management committee shall be specified in the articles of association of the contractual joint venture； however， each term may not be longer than three years. At the expiration of a director's or a committee member's term， he may serve another term if re-appointed.

　　Article 28 Meetings of the board of directors or the joint management committee shall be convened at least once a year and shall be convened and presided over by the chairman or the director. When the chairman or the director is unable to perform his duties due to special reasons， the vice-chairman， the vice-director or another board or committee member as designated by the chairman or the director shall convene and presided over the meeting. A meeting of the board of directors or the joint management committee may be convened upon proposal made by one-third or more of the directors or committee members.

　　Meetings of the board of directors or the joint management committee may be held only if two-thirds or more of the directors or committee members are present. Directors or committee members who are unable to attend the meetings of the board of directors or the joint management committee shall entrust a representative in writing to attend and to vote. A resolution made at a meeting of the board of directors or joint management committee requires the approval of half or more of all the directors or committee members before it passes. A director or a committee member who does not attend the meeting of the board of directors or the joint management committee without any just cause， and does not entrust are presentative to attend on his behalf is deemed to have been present at the meeting of the board of directors or joint management committee and to have abstained from voting.

　　All directors or committee members shall be notified ten days before a meeting of the board of directors or joint management committee is convened.

　　The meetings of the board of directors or the joint management committee may use means of communication to pass a resolution.

　　Article 29 A resolution on the following matters must be adopted unanimously by all directors or committee members attending the meeting of the board of the directors or the joint management committee：

　　（1） An amendment of the articles of association of the contractual joint venture；

　　（2） An increase or decrease in the registered capital of the contractual joint venture；

　　（3） The dissolution of the contractual joint venture；

　　（4） The mortgage of the assets of the contractual joint venture；

　　（5） A merger， division or change in the corporate form of the contractual joint venture；

　　（6） Other matters agreed by the parties to the contractual joint venture which must be a

dopted unanimously by all directors or committee members present at the meeting of the board of the directors or joint management committee.

　　Article 30 Except as otherwise stipulated in these Rules， the methods of discussion and voting procedures used in the meetings of the board of directors or the joint management committee shall be stipulated in the articles of association of the contractual joint venture.

　　Article 31 The chairman or the director is the legal representative of the contractual joint venture. In cases when the chairman or the director is unable to perform his duties due to special reasons， he must authorize the vice-chairman， the vice-director or another director or committee member to represent the contractual joint venture in its external relations.

　　Article 32 The contractual joint venture shall have one general manager who shall be responsible for the day-to-day operation and management of the contractual joint venture and shall be responsible to the board of directors or the joint management committee.

　　The general manager of the contractual joint venture shall be appointed and dismissed by the board of directors or the joint management committee.

　　Article 33 The general manager and the other high-ranking managers may be either Chinese or foreign citizens.

　　Directors or committee members， as appointed by the board of directors or the joint management committee， may concurrently hold the position of general manager or other high-ranking managers of the contractual joint venture.

　　Article 34 When the general manager or other high-ranking managers are not competent at their jobs， neglect their duties seriously or engage in fraudulent practices or embezzlement， they may be dismissed through a resolution adopted by the board of directors or the joint management committee； in cases where damage is done to the contractual joint venture， the liability for the damages shall be awarded in accordance with law.

　　Article 35 When a contractual joint venture， after its establishment， entrusts a third party with its operation and management， unanimous consent must be obtained from the board of the directors or the joint management committee， and a contract entrusting the operation and management shall be signed with the person thus entrusted.

　　The contractual joint venture shall submit such documents as the resolution of the board of directors or joint management committee， the signed contract entrusting the operation and management and the credit certificate of the person thus entrusted to the examination and approval authority for approval. The examination and approval authority shall decide whether or not to grant approval within 30 days of receiving the relevant documents.

　　Chapter VI Buying Goods and Materials and Selling Products

　　Article 36 The contractual joint venture shall formulate its own plans regarding production and operation in accordance with the scope of the business and the scale of operation and production approved.

　　Government departments may not force contractual joint ventures to carry out plans regarding production and operation determined by a government department.

　　Article 37 The contractual joint venture may decide by itself whether to buy the machinery， equipment， raw materials， fuel， components， auxiliary equipment， means of transportation and office appliances etc. used by the contractual joint venture （hereinafter referred to as goods and materials） inside or outside the Chinese territory.

　　Article 38 The state shall encourage the contractual joint venture to sell its products on the international market. The contractual joint venture may sell its products on the international market by itself， or may entrust foreign sales organizations or foreign trade companies in China to sell its products on a commission basis or distribute its products.

　　The sale pri

ce of the products of the contractual joint venture shall be determined by the contractual joint venture in accordance with law.

　　Article 39 The machinery， equipment， components and other materials imported by the foreign party as investment and the machinery， equipment， components and other materials imported by the contractual joint venture as required for the purposes of production and operation using funds which are part of the total invested amount are exempt from import duty and circulation tax during the process of importation. The tax-free goods and materials mentioned above， after being approved to be resold within Chinese territory or used as domestic sales， shall be taxed or the overdue tax upon them shall be paid.

　　Article 40 The contractual joint venture may not export products at a price which is clearly lower than a reasonable price for the same type of product on the international market， nor may the contractual joint venture import goods and materials at a price which is clearly higher than that of the same type of product on international market.

　　Article 41 The contractual joint venture shall sell its products in accordance with the agreement as approved in the contract of the contractual joint venture.

　　Article 42 Where the commodities imported or exported by the contractual joint venture are those which are controlled by import or export permits or quotas， the application procedures must be handled in accordance with the relevant state p

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