中外合资经营合同格式(中英)_

10 years, and it shall be approved by the Ministry of ForeignTrade and Economic Cooperation or other examination and approvalauthorities entrusted by the Ministry of Foreign Trade and EconomicCooperation).

　　Chapter 8 Selling of Products

　　Article 20

　　The products of joint venture company will be sold both on the Chineseand the overseas market, the export portion accounts for __________%,__________% for the domestic market.

　　(Note: An annual percentage and amount for outside and domesticselling will be written out according to practical situations, in normalconditi

ons, the amount for export shall at least meet the needs of foreignexchange expenses of the joint venture company).

　　Article 21

　　Products may be sold on overseas markets through the followingchannels:

　　The joint venture company may directly sell its products on theinternational market, accounting for ___________%.

　　The joint venture company may sign sales contracts with Chineseforeign trade companies, entrusting them to be the sales agencies orexclusive sales agencies, accounting for __________%.

　　The joint venture company may entrust Party B to sell its products,accounting for ______________%.

　　Article 22

　　The joint venture's products to be sold in China may be handled by theChinese materials and commercial departments by means of agency orexclusive sales, or may be sold by the joint venture company directly.

　　Article 23

　　In order to provide maintenance service to the products sold both inChina or abroad, the joint venture company may set up sales branches formaintenance service both in China or abroad subject to the approval of therelevant Chinese department.

　　Article 24

　　The trade mark of the joint venture's products is __________.

　　Chapter 9 The Board of Directors

　　Article 25

　　The date of registration of the joint venture company shall be thedate of the establishment of the board of directors of the joint venturecompany.

　　Article 26

　　The board of directors is composed of __________directors, of which___________shall be appointed by Party A, _________by Party B. Thechairman of the board shall be appointed by Party A, and its vice-chairmanby Party B. The term of office for the directors, chairman andvice-chairman is four years, their term of office may be renewed ifcontinuously appointed by the relevant party.

　　Article 27

　　The highest authority of the joint venture company shall be its boardof directors. It shall decide all major issues (Note: The main contentsshall be listed in the light of Article 36 of the Implementing Regulationsfor the Joint Venture Law) concerning the joint venture company. Unanimousapproval shall be required for any decisions concerning major issues. Asfor other matters, approval by majority or a simple majority shall berequired.

　　(Note: It shall be explicitly set out in the contract).

　　Article 28

　　The chairman of the board is the legal representative of the jointventure company. Should the chairman be unable to exercise hisresponsibilities for any reason, he shall authorize the vice- chairman orany other directors to represent the joint venture company temporarily.

　　Article 29

　　The board of directors shall convene at least one meeting every year.The meeting shall be called and presided over by the chairman of theboard. The chairman may convene an interim meeting based on a proposalmade by more than one third of the total number of directors. Minutes ofthe meetings shall be placed on file.

　　Chapter 10 Business Management Office

　　Article 30

　　The joint venture company shall establish a management office whichshall be responsible for its daily management. The management office shallhave a general manager, appointed by Party _______, _______ deputy generalmanagers, _______by Party ______; _______by Party ________. The generalmanager and deputy general managers whose terms of office is ________years shall be appointed by the board of directors.

　　Article 31

　　The responsibility of the general manager is to carry out thedecisions of the board and organize and conduct the daily management ofthe joint venture company. The deputy general managers shall assist thegeneral manager in his work.

　　Several department managers may be appointed by the management office,they shall be responsible for the work in various departmentsrespectively, handle the matters han

ded over by the general manager anddeputy general managers and shall be responsible to them.

　　Article 32

　　In case of graft or serious dereliction of duty on the part of thegeneral manager and deputy general managers, the board of directors shallhave the power to dismiss them at any time.

　　Chapter 11 Purchase of Equipment

　　Article 33

　　In its purchase of required raw materials, fuel, parts, means oftransportation and articles for office use, etc., the joint venturecompany shall give first priority to purchase in China where conditionsare the same.

　　Article 34

　　In case the joint venture company entrusts Party B to purchaseequipment on the overseas market, persons appointed by the Party A shallbe invited to take part in the purchasing.

　　Chapter 12 Preparation and Construction

　　Article 35

　　During the period of preparation and construction, a preparation andconstruction office shall be set up under the board of directors. Thepreparation and construction office shall consist of _________ persons,among which ________ persons will be from Party A, _______ persons fromParty B. The preparation and construction office shall have one managerrecommended by Party _________, and one deputy manager by Party ________.The manager and deputy manager shall be appointed by the board ofdirectors.

　　Article 36

　　The preparation and construction office is responsible for thefollowing concrete works: examining the designs of the project, signingthe project construction contract, organizing the purchase and inspectionof related equipment, materials, etc., working out the general schedule ofproject construction, compiling the expenditure plans, controlling projectfinancial payments and final accounts of the project, drawing upmanagerial methods and keeping and filing documents, drawings, files andmaterials, etc., during the construction period of the project.

　　Article 37

　　A technical group with several technical personnel appointed by PartyA and Party B shall be organized. The group, under the leadership of thepreparation and construction office, is in charge of the examination,supervision, inspection, testing, checking and accepting, and performancechecking of the project design, the quality of the project, the equipmentand materials and the imported technology.

　　Article 38

　　After approval by both parties, the establishment, remuneration andthe expenses of the staff of the preparation and construction office shallbe covered in the project budget.

　　Article 39

　　After having completed the project and finished the turning overprocedures, the preparation and construction office shall be dissolvedupon the approval of the board of directors.

　　Chapter 13 Labor Management

　　Article 40

　　Labor contract covering the recruitment, employment, dismissal andresignation, wages, labor insurance, welfare, rewards, penalties and othermatters concerning the staff and workers of the joint venture companyshall be drawn up between the joint venture company and the trade union ofthe joint venture company as a whole, or the individual employees in thejoint venture company as a whole or individual employees in accordancewith the Regulations of the People's Republic of China on Labor Managementin Joint Ventures Using Chinese and Foreign Investment and itsImplementing Rules.

　　The labor contracts shall, after being signed, be filed with the locallabor management department.

　　Article 41

　　The appointment of high-ranking administrative personnel recommendedby both parties, their salaries, social insurance, welfare and thestandard of travelling expenses etc. shall be decided by the meeting ofthe board of directors.

　　Chapter 14 Taxes, Finance and Audit

　　Article 42

　　The joint venture company shall pay taxes in accordance with theprovisions of Chinese la

ws and other relative regulations.

　　Article 43

　　Staff members and workers of the joint venture company shall payindividual income tax according to the Individual Income Tax Law of thePeople's Republic of China.

　　Article 44

　　Allocations for reserve funds, expansion funds of the joint venturecompany and welfare funds and bonuses for staff and workers shall be setaside in accordance with the provisions of the Joint Venture Law. Theannual proportion of allocations shall be decided by the board ofdirectors according to the business situation of the joint venturecompany.

　　Article 45

　　The fiscal year of the joint venture company shall be from January 1to December 31. All vouchers, receipts, statistic statements and reportsshall be written in Chinese.

　　(Note: A foreign language can be used concurrently with mutualconsent).

　　Article 46

　　Financial checking and examination of the joint venture company shallbe conducted by an auditor registered in China and reports shall besubmitted to the board of directors and the general manager.In case Party B considers it necessary to employ a

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