中外合资企业章程（英）

date of termination of the joint venture， and be submitted to the original examining and approving authority.

　　Article52

　　When the following situations happened， either party have right to terminate the joint venture:

　　1）expiration of the duration of the joint venture company;

　　2）inability to continue operations due to heavy losses;

　　3）inability to continue operations due to heavy losses caused by the Force Majeure;

　　4

）inability to continue operations due to the failure of the party to fulfil its obligations prescribed in the contract and the Articles of Association;

　　5）failure to obtain the desired objectives of the operation and noprospects for the future development of the joint venture company.

　　Article 53

　　Upon the expiration of the duration or termination of the joint venture company， the board of directors shall work out proceduers and principles for the liquidation， nominate candidates for the liquidation committee for liqidating the assets of the joint ventrue company.

　　Article 54

　　The task of the liquidation committee are: to conduct through check of the property of the joint venture company， its claims and indebtedness; to work out the statement of assets and liabilities and list of property; to formulate a liquidation plan. All these shall be earried out upon the approval of the board of directors.

　　Article 55

　　The remaning property after the clearance of debts of the joint venture company shall be earried out upon the approval of the board of directors.

　　Article 56

　　On completion of the liquidation， the joint venture company shall submit a liquidation report to the original examining and approving authority， go through the formalities for nullifying its registration in the original registration office and hand in its business license， at the same time， make an anouncement to the public.

　　Article 57

　　After winding up of the joint venture company， its accounting books shall be left in the care of Party A.

　　Chapter 11 Regulations

　　Article 58

　　Following are the rules and regulations formulated by the board of directors of the joint venture company:

　　1） Management regulations， including the powers and functions of the managerial branches and its working rules and procedures;

　　2）Rules for the staff and workers;

　　3）System of labor and salary;

　　4）System of work attendance record， promotion and awards and penalty for the staff and workers;

　　5）Detailed rules of staff and worker's welfare;

　　6）Financial system;

　　7）Liquidation procedures upon the dissolution of the joint venture company;

　　8）Other necessary rules and regulations.

　　Chapter l2 Applicable Law

　　Article 59

　　The formation of this contract， its validity， interpretation， execution and settlement of the disputes shall be governed by the relevant laws of the People's Republic of china.

　　Chapter 13 Supplementary Articles

　　Article 60

　　The amendment to the Articles of Association shall be unanimously agreed and decided by the board of directors and submitted to the original examining and approving authority for approval.

　　Article 61

　　The contract shall be written in chinese and in English. Both languages are equally au- thentic. In events of any discrepancy between the two aforementioned versions， the Chinece version shall prevail.

　　Article 62

　　The Articles of Association shall come into effect upon the approval by People's Repablic China. The same applies ×× Economic Relation and Trade Commisston， in the events of amendments.

　　Article 63

　　The Articles of Association is signed in province （city） China by the authorized representatives of both parties on.

　　Party A Party

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