中外合资企业章程（英）

　　ARTICLES OF ASSOCIATION FOR________LIMITED LIABILTY COMPANY

　　INDEX

　　Chapter 1 General Provision

　　Chapter 2 The Purpose l Scope and Scale of the Business

　　Chapter 3 Total Amount of Investment and the Registered Capital

　　Chapter 4 The Board of Directors

　　Chapter 5 Business Management Office

　　Chapter 6 Finance and Accounting

　　Chapter 7 Profit Sharing

　　Chapter 8 Staff and Workers

　　Chapter 9 The Trade Union Organization

　　Chapter 10 Duration， Termination and Liquidation of the Jint Venture Company

　　Chapter 11 Rules and Regulations

　　Chapter 12 Applicable Law

　　Chapter 13 Supplementary Articles

　　Chapter 1 General Provision

　　Article 1

　　In accordance with the "Law of the People's Republic of China on joint Venture Using

　　Chinese and Foreign Investment" and the contract signed on in_________ ，china， by， ×Co.（hereinafter referred to as Party A）. and ×××Co.， Ltd. （hereinafar referred to as Party A）， to set up a joint venture， ×× Limited Liability Company （hereinafter referred to as joint venture company）， the Articles of Association hereby is formulated.

　　Article 2

　　The names of the joint venture company shall be ××Limited Liability Company

　　Its abbreviation is

　　The Legal address of the joint venture company is at

　　Article 3

　　The names and legal addresses of each parties are as follows:

　　Party A: × Co. ， China， and its legal address is

　　party B: ××× Co.， Ltd， and its legal address is

　　Article 4

　　The organization form of joint venture company is a limited liability company. The liabilities of each party to the joint venture company just limits to its contributed capital， which stipulated in the Articles of Association or in the revised afterwards. The profits， risks and losses of the joint venture company shall be shared by the parties in proportion to their contributions of the registered capital.

　　Article 5

　　The joint venture company has the status of a legal person and is subject to the jurisdiction and protection of Chinese laws concerned. All activities of the joint venture company shall be governed by the laws. decrees and pertinent rules and regulations of the People's Republis of China.

　　Chapter 2 The Purpose， Scope and Scale of the Business

　　Article 6

　　The prupose of the parties to the joint venture is in conformity with the wish of enhancing the economic cooperation and technical exchanges， to raise economic results and ensure satisfactory economic benefits for each investor by improving the product quality， devloping new products， and gaining competitive position in the world market in quality and price through advanced and appropriate technology and scientific management.

　　Article 7

　　Business scope of the joint venture company is

　　Article 8

　　The production scale of the joint venture company are at follows:

　　Article 9

　　The produets of the joint venture company will be sold on Chinese market and overseas market and after-sale services will be provided by themslves. In order to pursuing the success and development of the joint venture company， the joint venture company shall give the top priority on export of the prodacts and earning foreign currency.

　　Chapter 3 Total Amount of Investment and the Registered Capital

　　Article 10

　　The total amount of investment of the joint venture company is V. S. Dollars. The regis tered capital for the joint venture company is V. S. Do

llars.

　　Article 11

　　Both parties shall contribute the

　　capital as sollows:

　　Party A shall pay accounts for %

　　includes:l）

　　2）

　　Party B shall pay accounts for %

　　includes:1） Factory site and others: us Dollars;

　　2） Eauipment: us Dollars

　　Article 12

　　The amount of the investment in Article 10 shall be paid by Party A and Party B according to the time limit stipulated in the contract.

　　Article 13

　　After the payment of investment by the parties to the joint venture， a Chinese registered accountant invited by the joint venture company shall verify it and provide a certificate for contributed investment. Thereafter the joint venture company shall issue an investment certificate to confirm the date and amount of the contribution.

　　ArticIe14

　　Within the term of the joint venture， the joint venture company shall not reduce its registered capital. Neither party shall be allowed to mortgage any part of the investment to the third party.

　　Article 15

　　Any increase， assignment of the registered capital of the joint venture company shall be approved by the board of directors and submitted to the original examining and approving au-thority for approval. The registration procedures for changes shall be dealt with at the original registration and administration office.

　　Chapter 4 The Board of Directors

　　Article 16

　　The joint venture company shall establish the board of directors which is the highest au-thority of the joint venture company.

　　Article 17

　　The board of directors shall decide all major issues concerning the joint venture compa-ny.As for the following issues. unamious approval shall be required:

　　l）amending the Articles of Association of the joint venture company ;

　　2）discussing and deciding the termination and dissolution of the joint venture company;

　　3）deciding the merger， affiliation and consolidation of the joint venture company with other economic organization;

　　4）deciding the increase and assignment of the registered capital;

　　5）deciding to set up branches;

　　6）ratifying the project of development on medium term and long term;

　　7）deciding an annual management strategy and plan;

　　8）ratifying fiscal budget， fiscal report and accounting statement;

　　9）deciding the plan on annual profits sharing;

　　l0）inviting and dismissing the general manager and the deputy general managers;

　　11）settling the disputes between each party to the joint venture and joint venture company.

　　As for other matters， approval by more than_________ directors shall be required. such as;

　　1）deciding the top line of annual circulating capital and issues on purchasing， leasing and mortgage of assets in the joint venture company;

　　2）approving. the labor contracts and other important regulations of the joint venture company;

　　3）examining and approving the annual business report submitted by the general manager;

　　4）inviting and dismissing the senior adminiatrative personnal who shall be recommended by general manager， and deciding their salary and welfare;

　　5）deciding the system of salary and welfare for staff and workers in joint venture company in accordance with the relevant regulations of China;

　　6）defining and adjusting the stracture of the joint venture company

　　7）deciding the proportion of allocation for reserve funds， expension funds and bonuses from the taxed profits of joint venture company;

　　8）deciding the types and scope of insurances for joint venture company

　　9）deciding the scope of authorized power for the general manager;

　　10）deciding the plan on living houses and other welfare for staff and workers of joint venture company;

　　11）deciding other matters whi

ch shall made decision by the board of directors.

　　Article 18

　　The board of directors shall consist of directors. of which directors shall be appointed by Party A， by Party B. The term of office for the directors is four years and may be renewed.

　　When appointing and replacing directors， a written notice shall be submitted to the board and the other party.

　　Article 19

　　The board of directors shall convene at least one meeting every year. The chairman may convene an interim meeting based on a proposal made by more than _______（including ）directors. The board meeting will be held in principle in ________.

　　Article 20

　　The chairman shall give each director a written notice thirty （30） days before the date of the board meeting. The notice shall cover the agenda， time and place of the. Should the directors be unable to attend the board meeting meeting， he may present aproxy in written

　　form to the board.

　　In case the director neither attends nor entrusts others to attend the meeting， he will be regarded as abstention.

　　Article 22

　　The board meeting requires a quorum of over three quarter of the total number of directors. When the quorum is less than three quqrter， the decisions adopted by the board meeting are invalid. Detailed written records shall be made for each board meeting and signed by all the attended directors or by the attended proxy. The record shall be made in Chinese and in English， and shall be filed with the company.

　　Chapter 5 Business Management Office

　　Article 22

　　The joint venture company shall establish a management office which shall be responsibl

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