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1、Articles of Association for Joint Ventures Using Chinese and Foreign Inv estme ntChapter 1Gen eral Provisi onsof the People Republic of China on JointArticle 1In accordanee with the LawVen tures Using Chin ese and Foreig n In vestme nt and the con tract sig ned byParty A) to Party B)andoncompa ny(he
2、re in afterreferred tocompa ny(here in afterreferred the articles of associati on hereby is formulated.Article 2The name of the joint venture company shall be Limited LiabilityCompa ny.Its n ame in foreig n Ian guage is.The legal address of the joint ven ture compa ny is at.Article 3The names and le
3、gal addresses of the parties to the joint venture are asfollows:Party A:.Legal address:Party B:.Legal address:Article 4The joint venture company is a limited liability company.Article 5The joint venture company has the status of a legal person in China and is subject to the jurisdiction and protecti
4、on of Chinas laws concerned. All its activities shall be gover ned by Chin ese laws, decrees and other pert inent rules and regulati ons.Chapter 2 Purpose , Scope of Bus in ess and Scale of Producti onArticle 6The purpose of the joint venture company is to produce and sell products and to reach high
5、er level on the principle of equality for obta ining satisfactory econo mic ben efits for the parties to the joi nt ven ture compa ny.Article 7The bus in ess scope of the joint ven ture compa ny is to desig n, manu facture and sell products and provide after-sale service.Article 8The scale of produc
6、ti on of the joi nt ven ture compa ny is as follows:Yearly product ion:Ground space:Staff and workers:Article 9The joint venture company may sell its products on the Chinese domestic market and on the international market, its selling proportion is as follows: % for export ,% for the domestic market
7、.Chapter 3 The Total Amount of In vestme nt and the Registered CapitalArticle 10The total amount of inv estme nt of the joi nt ven ture compa ny is USD. Itsregistered capital is USD.Article 11The inv estme nt con tributed by each party is as follows:Party A: Inv estme nt subscribed is USD,acco unts
8、for% ofthe registered capital.Party B: In vestme nt subscribed is USD , acco unts for% of the registered capital.Article 12The parties to the joint venture shall pay in all the investment subscribed accord ing to the time limit stipulated in the con tract.Article 13After the investment is paid by th
9、e parties to the joint venture , a Chinese registered accountant invited by the joint venture company shall verify it and provide a certificate of verification. According to this certificate, the joint venture shall issue an investment certificate which includes the following items: name of the joi
10、nt ven ture ; date of the establishme nt of the joi nt ven ture; n ames of the parties and the investment contributed; date of the contribution of the inv estme nt, and the date of issua nee of the inv estme nt certificate.Article 14Within the term of the joi nt ven ture, the joi nt ven ture compa n
11、y shall not reduceits registered capital.Article 15Any in crease of the registered capital of the joi nt ven ture compa ny shall be approved by the board of directors and submitted to the orig inal exam in ati on and approval authority for approval.Article 16Should one party assig n all or part of i
12、ts inv estme nt subscribed, consent shall be obtained from the other party of the joint venture. When one party assigns its investment, the other party has preemptive right.Article 17Chapter 4 The Board of DirectorsArticle 18The joint venture shall establish the board of directors which is the highe
13、st authority of the joint ven ture compa ny.Article 19The board of directors shall decide all major issues concerning the joint ven ture compa ny .Its fun cti ons and powers are as follows:-deciding and approving the important reports submitted by the general man ager (for in sta nee: producti on pl
14、a n, annual bus in ess report, fun ds, loa ns, loans, etc);-approving annual financial report, budget of receipts and expenditures, distribution plan of annual profits;-adopt ing major rules and regulati ons of the compa ny;-decid ing to set up bran ches;-ame nding the articles of associati on of th
15、e compa ny;-discuss ing and decidi ng the term in ati on of producti on, term in ati on of the compa ny or mergi ng with ano ther econo mic orga ni zati on;-decid ing the en gageme nt of high-ra nk officials such as the gen eral man ager, chief engin eer, treasurer, auditor etc;-being in charge of e
16、xpiration of the company and the liquidation matters upon the expirati on of the joint ven ture compa ny;-other major issues which shall be decided by the board of directors.Article 20The board of directors shall con sist ofdirectors, of whichShall be appo in ted by Party A andby Party B. The term o
17、f officefor the directors is four years and may be ren ewed.Article 21Chairma n of the board shall be appo in ted by Partyand vice chairma nof the board by Party. Their term of office is four years.Article 22When appointing and replacing directors, a written notice shall be submitted to the board.Ar
18、ticle 23The board of directors shall convene meet in g(s) every year. Aninterim meeting of the board of directors may be held based on a proposal made by more than one third of the total number of directors.Article 24The board meeting will be held in principle on the location of the company.Article
19、25The board meeti ng shall be called and presided by the chairma n. Should the chairma n beabse nt, the vice chairma n shall call and preside over the boardmeeti ng.Article 26The chairman shall give each director a written notice 30 days before the date of the board meeting. The notice shall cover t
20、he agenda, time and place of the meeti ng.Article 27Should the directors be unable to attend the board meeting , he may present a proxy in written form to the board. In case the director neither attends nor en trusts others to atte nd the meeti ng, he will be regarded as abste ntio n.Article 28The b
21、oard meeting requires a quorum of over two-thirds of the total number of directors. When the quorum is less tha n two-thirds, the decisi ons adopted by the board meeti ng are in valid.Article 29Detailed written records shall be made for each board meeting and signed by all the attended directors or
22、by the attended proxy. The record shall be made in Chinese and shall be filed with the company.Article 30The following issue shall be unanimously agreed upon by the board of directors:Article 31The follow ing issues shall be passed by over two-thirds of the total nu mber of directors or by over half
23、 of the total nu mber.Chapter 5Bus in ess Man ageme nt Orga ni zati onArticle 32The joint venture company shall establish a management organization. It con sists of producti on, tech no logy, marketi ng, finance and admi nistratio n office etc.Article 33The joint ven ture compa ny shall have one gen
24、 eral man ager anddeputygen eral man ager(s) who are en gaged by the board of directors.Article 34The gen eral man ager is directly resp on sible to the board of directors. He shall carry out the decisi ons of the board of directors, orga nize and con duct the daily producti on, tech no logy and ope
25、rati on and man agers. The deputy gen eral man agers shall assist the gen eral man ager in his work and act as the age nt of the general manager during his absenee and exercise the function of the gen eral man ager.Article 35Decision on the major issues concerning the daily work of the joint venture
26、 company shall be signed jointly by the general manager and deputy general man agers, the n the decisi ons shall come in to effect. Issues which n eed co-signatures shall be specifically stipulated by the board of directors.Article 36The term of office for the gen eral man ager and deputy gen eral m
27、an ager shallbe four years, and may be renewed by the invitation of the board of directors.Article 37At the invitation of the board of directors, the chairman, vice-chairman or directors of the board may concurrently be the general manager, deputy general managers or other high-ranking personnel of
28、the joint venture compa ny.Article 38Article 39The general manager or deputy general managers shall not hold posts concurrently as general manager or deputy general managers of other econo mic orga ni zati ons in commercial competiti on with their own joint ven ture compa ny.In case any of the man a
29、gers con duct graft or serious derelicti on of duty, they may be dismissed at any time upon the decision of the board. Those who violate the crim in al law shall be un der crim inal sanction.Chapter 6Finance and Acco untingArticle 40The finance and accounting of the joint venture company shall be ha
30、ndled in accorda nee with the Stipulatio ns of the Finance and Acco un ti ng System of the Joint Ventures. Using Chinese and Foreign Investment formulated by the Ministry of Finance of the Peoples Republic of China.Article 41The fiscal years of the joint venture company shall coincide with the calen
31、dar year, i.e. from January 1 to December 31 on the Gregoria n cale ndar.Article 42All vouchers account books, statistic statements and reports of the joint ven ture compa ny shall be writte n in Chin ese.Article 43The joint venture company adopts RMB as its accounts keeping unit. The conversion of
32、RMB into other currency shall be in accordanee with the exchange rate of the converting day published by the state Administration of Exchange Control of the Peoples Republic of ChinaArticle 44The joi nt ven ture compa ny shall ope n acco unts in RMB and foreig n curre ncy with the Bank of China or o
33、ther banks agreed by the Peoples Bank of China.Article 45The acco un ti ng of the joint ven ture compa ny shall adopt the intern ati on ally use accrual basis and debit and credit acco un ti ng system in their work.Article 46The following items shall be covered in the financial accounts books:1. The
34、 amount of overall cash receipts and expense of the joint venture compa ny;2. All material purchas ing and selli ng of the joint ven ture compa ny;3. The time of payment, increase and assignment of the registered capital of the joint ven ture compa ny.Article 47The joint venture company shall work o
35、ut the statement of assets and liabilities and losses and gains acco unts of the past year in the first three mon ths of each fiscal year, and submit to the board meet ing for approval after exam ined and signed by the auditor.Article 48Parties to the joint venture have the right to invite an audito
36、r to undertake annual finan cial check and exam in ati on at his own expe nse. The joint ven ture compa ny shallprovide convenience for the check ing and exam in ati on.Article 49The depreciati on period for the fixed assets of the joint ven ture compa ny shall be decided by the board of directors i
37、n accordanee with the Rules for the Impleme ntatio n of the In come Tax Law of the Peoples Republic of Chi na Concerning Joint Ven tures with Chin ese and Foreig n Inv estme nt.Article 50All matters concerning foreig n excha nge shall be han dled in accorda nee with the Provisional Regulations for E
38、xchange Control of the Peoples Republic of Chin a, and other perta ining regulati ons as well as the stipulatio ns of the joint ven ture con tract.Chapter 7 Profits Shari ngArticle 51The joint ven ture compa ny shall draw reserve fun ds, expa nsion funds and bonuses welfare funds for staff and worke
39、rs after payment of taxes. The proporti on of allocati on is decided by the board of directors.Article 52After pay ing the taxes in accorda nee with law and draw ing the various fun ds, the remaining profits will be distributed according to the proportion of each partys investment in the registered
40、capital.Article 53The joint venture company shall distribute its profits. The profit distribution plan and the amount of profit distributed to each party shall be published within the first three mon ths follow ing each fiscal year.Article 54The joi nt ven ture compa ny shall distribute profits uni
41、ess the losses of previous fiscal year have been made up. Remaining profit from previous years can be distributed together with that of the curre nt year.Chapter 8 Staff and WorkersArticle 55The employment, recruitment, dismissal and resignation of the staff and workers of the joi nt ven ture compa
42、ny and their salary, welfare ben efits, labor in sura nee, labor discipli ne and other matters shall be han dled accord ing to the Regulations of the Peoples Republic of China on Labor Management in Joint Ven tures Using Chin ese and Foreig n In vestme nt anditsimpleme ntati on rules.Article 56The r
43、equired staff and workers to be recruited by the joi nt ven ture compa ny will be recomme nded by the local labor departme nt or the joint ven ture will do so through public selectio n exam in ati ons and employ those who are qualified with the consent of the labor departme nt.Article 57The joi nt v
44、en ture compa ny has the right to take discipli nary action s, record a demerit and reduce salary against those staff members 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
45、be filed with the labor and personnel department in the locality.Article 58The salary treatment of the staff and workers shall be set by the board of directors accordi ng to the specific situati on of the joi nt ven ture, with refere nee to pertaining stipulation of China, and shall be specified in
46、detail in the labor con tract.The salary of the staff and workers shall be in creased corresp ondin gly with the developme nt of product ion and the raisi ng of the ability and tech no logy of the staff and workers.Article 59Matters concerning the welfare fun ds, bonu ses, labor protect ion and labo
47、r in sura neeetc. Shall be stipulated respectively in various rules by the joint venture compa ny, to en sure that the staff and workers go in for producti onandwork un der no rmal con diti ons.Chapter 9 The Trade Union Orga ni zati onArticle 60The staff and workers of the joi nt ven ture compa ny h
48、ave the right to establish trade union organization and carry out activities in accordanee with the stipulati ons of the Trade Union Law of the Peoples Republic of Chin a.Article 61The trade union in the joi nt ven ture compa ny is represe ntative of the in terest of the staff and workers. The tasks of the trade union are: to protect the democratic rights and material in terest of the staff and workers pursua nt to the law; to assist the joint venture company to