中外合资企业章程（英）

e for its daily management. The management office shall have one general manager， deputy general managers. They shall be invited by the board of directors whose term of office is four years and may be renewed by the board of directors.

　　Article 23

　　The system of job responsibility of the general manager under the board of directors is adopted by the joint venture company. The general manager shall be responsible to the board of directors directly， carry out the decisions of the board of directors and organize the daily works on production， technology and management of joint venture company.

　　Article 24

　　At the invitation of the board of directors， the chairlnan， vicechairman of directors of the board may concurrently be the general manager， deputy general manager and general manager assistant of the joint venture company.

　　Article 25

　　The general manager or deputy general managers shall not hold positions concurrently as general manager or deputy general manager of other economic organizations on commercial competition with their own joint venture company without the approval of the board of directors. Article 26

　　The general manager， deputy general managers and other senior administrative personnel who ask for resignation shall submit their written reports to the board of dircetors in advance. In case any one of the above-mentioned persons conduct graft or serious dereliction of duty， they may be dismissed at any time upon the decision of the borad.

　　Chapter 6 finance and Accounting

　　Article 27

　　The finance and accounting of the joint venture company shall be handled in accordance with the "Stipulations of the Finance and Accounting System of the Joint Venture Using Chinese and Foreign Investment" which formulated by the Ministry of Finance of the People's Republic of China.

　　Article 28

　　The fiscal year of the joint venture company shall be calendar year from January 1 to December 31. All vouchers， receipts， accounting statiments and reports， accounting books shall be written in Chinese and English.

　　Article 29

　　The joint venture company adopts Renminbi （RMB） as its accounts keeping unit. The conversion of RMB into othe

r currency shall be in accordance with the exchange rate of the converting day published by the State Administration of Foreign Exchange Control of the People's Republic of China.

　　Article 30

　　The joint venture company shall open accounts in RMB and foreign currency with the Band of China or other banks which agreed by the Bank of China.

　　Article 3l

　　The accounting of the joint venture company shall adopt the internationally used accrual basis and debit and credit accouting system in their work.

　　Article 32

　　The accounting books of the joint venture company shall include the following contents:

　　（1）all amount of income and payment and payment in cash of the joint venture company;

　　（2）situations concerning sale and purchasing the materials of the joint venture company;

　　（3）situations concerning registered capital and debt of the joint venture company;

　　（4）situations concerning and assignment of the registered capital.

　　Article 33

　　In the first three months of each fiscal year， the manager shall prepare the profits year's balance sheet， profit and loss statement and proposal regarding the disposal of profits which should be examined and signed by the auditor， then submit them to the board of directors.

　　Article 34

　　Parties of the joint venture company have the right to invite an auditor to undertake annual financial check and examination at his own expense. The joint venture company shall provide convenience for the checking and examination.

　　Article 35

　　The depreciation period for the fixed assets of the joint venture company shall be decided by the board of eircetors in accoudance with the "The Income Tax Law of the People's R-public of Chian for Foreign Investment Enterprises and Foreign Enterprises"

　　Article 36

　　All matters concerning foreign exchange shall be handled in accordance with the "Provisional Regulations for Exchange Control of the People's Republic of China" and other pertaining regulations.

　　Chapter 7 Profit Sharing

　　Article 37

　　The joint venture company shall allocate reserve funds， expansion funds and bonuses welfare funds for staff and workers after payment of taxes. The proportion of allocation shall be decided by the board of directors.

　　Article 38

　　After paying the taxes in accoudance wiht law and drawing the various funds， the profits in net will be distributed according to the proprtion of each party's investment in the registered capital.

　　Article 39

　　The joint venture company shall distribute its profits once a year. The profit distribution plan and amount of profit distributed to each party shall be published within the first three months following each fiscal year.

　　Chapter 8 Staff and Workers

　　Article 41

　　The employment， recruitment， dismissal and resigntion of the staff and workers of the joint venture company and their salary， welfare， labor insurance， labor protection， labor discipline and other matters shall be handled according to the "Regulations of the People's Re-public of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment" and its implementation rules， and relevant regulations issued by ×× province （City）.

　　Article 42

　　The joint venture company has the right to take disciplinary actions， such as warning， demerit recording and salary reducing against those staff and workers who violate the rules and regulations of the joint venture company and labor disciplines. Those with serious cases

　　may be dismissed. Discharging of workers shall be filed with the local labor and personnel department.

　　Article 43

　　The salary treatment of the staff and workers shall be set by the board of directors ac-cording to the specific situation of ________， and the joint venture company， with r

eference to the regulations issued by the Bureau of Labor of _________， and shall be specified in detail in the labor contract. The salary of the staff and workers shall be increased correspondently with the development of production and the progress of the worker's ability and technology. The pensions of the staff and workers who retired from the joint venture company shall be paid ac-cording to the specific regulations issued by the Bureau of Labor of __________.

　　Article 44

　　The matters concerning the welfare funds， bonuses， labor protection and labor insurance， etc， shall be stipulated respectively in various rules by the joint venture company in ac-cordace with relevant regulations of the Pepole's Republic of China and________ ， to ensure that the staff and workers go in for production and work under normal condition.

　　Chapter 9 The Trade Union Organization

　　Article 45

　　The staff and workers of joint venture company have the right to establish tade union organization and carry out activities in accordance with the stipulation of the "Trade Union Law of the people's Republic of China".

　　Article 46

　　The trade union in the joint venture company is the representative of the interests of the staff and workers. The tasks of the trade union are: to protect the democratic rights and ma-terial interests of the staff and workers pursuant to the law; to assist the joint venture company to arrange and make rational use of welfare funds and bonuses; to organize political， professional， scientific and technical studies， to carry out literary， art and sports activities; and to educate staff and workers to observe labor discipline and strive to fulfil the economic tasks of the joint venture company.

　　Article 47

　　The persons in charge of the trade union of the joint venture company has the right to attend as nonvoting members and to report the opinions and demands of staff and workers to meetings of the board of directors held to discuss issues such as development plans， production and managing activities of the joint venture company.

　　Article 48

　　The trade union shall take part in the mediation of disputes arising between the staff and workers and the joint venture company.

　　Article 49

　　The joint venture company shall allot an amount of money totally 2% of all the salaries of the staff and workers of the joint venture company as trade union's funds which shall be used by the trade union in accordance with the "Managerial Rules for the Traed Union Funds" formulated by the All China Federation of Trade Union.

　　Chapter 10 Duration， Termination and Liquidation of the Joint Venture

　　Article 50

　　The duration of the joint venture company is ___________ years. The establishment of the joint venture company shall start from the date on which the business license of the joint venture company is issued.

　　An application for the extension of the duration. proposed by one party and unamiously approved by the board of directors， shall be submitted to the original examining and approving authority 6 months prior to the expiry date of the joint venture.

　　Article 51

　　With the agreement between both parties on the termination which should be pursuing the best benefits for the parties， the joint venture will be terminated. In this case， the decision for the termination shall be made by the board meeting 90 days before the

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