英文版的合資公司章程

1、Articles of Association for Joint Ventures Using Chinese and Foreign Inv estme nt Chapter 1Gen eral Provisi ons of the People Republic of China on Joint Article 1 In accordanee with the Law Ven tures Using Chin ese and Foreig n In vestme nt and the con tract sig ned by Party A) to Party B) and on co

2、mpa ny(here in afterreferred to compa ny(here in afterreferred the articles of associati on hereby is formulated. Article 2 The name of the joint venture company shall be Limited Liability Compa ny. Its n ame in foreig n Ian guage is. The legal address of the joint ven ture compa ny is at. Article 3

3、 The names and legal addresses of the parties to the joint venture are as follows: Party A:. Legal address: Party B:. Legal address: Article 4 The joint venture company is a limited liability company. Article 5 The joint venture company has the status of a legal person in China and is subject to the

4、 jurisdiction and protection 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 on Article 6 The purpose of the joint venture company is to produce and se

5、ll products and to reach higher 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 7 The bus in ess scope of the joint ven ture compa ny is to desig n, manu facture and sell products and provide after-sale servi

6、ce. Article 8 The scale of producti on of the joi nt ven ture compa ny is as follows: Yearly product ion: Ground space: Staff and workers: Article 9 The joint venture company may sell its products on the Chinese domestic market and on the international market, its selling proportion is as follows: %

7、 for export ,% for the domestic market. Chapter 3 The Total Amount of In vestme nt and the Registered Capital Article 10 The total amount of inv estme nt of the joi nt ven ture compa ny is USD. Its registered capital is USD. Article 11 The inv estme nt con tributed by each party is as follows: Party

8、 A: Inv estme nt subscribed is USD,acco unts for% of the registered capital. Party B: In vestme nt subscribed is USD , acco unts for % of the registered capital. Article 12 The parties to the joint venture shall pay in all the investment subscribed accord ing to the time limit stipulated in the con

9、tract. Article 13 After the investment is paid by the 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

10、which includes the following items: name of the joi 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 14 Within the te

11、rm of the joi nt ven ture, the joi nt ven ture compa ny shall not reduce its registered capital. Article 15 Any 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 app

12、roval. Article 16 Should one party assig n all or part of its 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 17 Chapter 4 The Board of Directors Article 18 The joint ve

13、nture shall establish the board of directors which is the highest authority of the joint ven ture compa ny. Article 19 The 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

14、 submitted by the general man ager (for in sta nee: producti on pla 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

15、ing to set up bran ches; -ame nding the articles of associati on of the 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

16、 man ager, chief engin eer, treasurer, auditor etc; -being in charge of expiration 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 20 The board of directors shall con sist of

17、directors, of which Shall be appo in ted by Party A andby Party B. The term of office for the directors is four years and may be ren ewed. Article 21 Chairma n of the board shall be appo in ted by Partyand vice chairma n of the board by Party. Their term of office is four years. Article 22 When appo

18、inting and replacing directors, a written notice shall be submitted to the board. Article 23 The board of directors shall convene meet in g(s) every year. An interim 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. Articl

19、e 24 The board meeting will be held in principle on the location of the company. Article 25 The 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 board meeti ng. Article 26 The chairman shall give each dir

20、ector a written notice 30 days before the date of the board meeting. The notice shall cover the agenda, time and place of the meeti ng. Article 27 Should 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 no

21、r en trusts others to atte nd the meeti ng, he will be regarded as abste ntio n. Article 28 The board 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 29 Detaile

22、d 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 shall be filed with the company. Article 30 The following issue shall be unanimously agreed upon by the board of directors: Article 31 The

23、 follow ing issues shall be passed by over two-thirds of the total nu mber of directors or by over half of the total nu mber. Chapter 5Bus in ess Man ageme nt Orga ni zati on Article 32 The joint venture company shall establish a management organization. It con sists of producti on, tech no logy, ma

24、rketi ng, finance and admi nistratio n office etc. Article 33 The joint ven ture compa ny shall have one gen eral man ager anddeputy gen eral man ager(s) who are en gaged by the board of directors. Article 34 The gen eral man ager is directly resp on sible to the board of directors. He shall carry o

25、ut the decisi ons of the board of directors, orga nize and con duct the daily producti on, tech no logy and operati 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

26、 of the gen eral man ager. Article 35 Decision on the major issues concerning the daily work of the joint venture 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

27、stipulated by the board of directors. Article 36 The term of office for the gen eral man ager and deputy gen eral man ager shall be four years, and may be renewed by the invitation of the board of directors. Article 37 At the invitation of the board of directors, the chairman, vice-chairman or direc

28、tors of the board may concurrently be the general manager, deputy general managers or other high-ranking personnel of the joint venture compa ny. Article 38 Article 39 The general manager or deputy general managers shall not hold posts concurrently as general manager or deputy general managers of ot

29、her econo mic orga ni zati ons in commercial competiti on with their own joint ven ture compa ny. In case any of the man agers 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 i

30、nal sanction. Chapter 6Finance and Acco unting Article 40 The finance and accounting of the joint venture company shall be handled 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 F

31、inance of the Peoples Republic of China. Article 41 The fiscal years of the joint venture company shall coincide with the calendar year, i.e. from January 1 to December 31 on the Gregoria n cale ndar. Article 42 All vouchers account books, statistic statements and reports of the joint ven ture compa

32、 ny shall be writte n in Chin ese. Article 43 The joint venture company adopts RMB as its accounts keeping unit. The conversion of 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 Repu

33、blic of China Article 44 The joi nt ven ture compa ny shall ope n acco unts in RMB and foreig n curre ncy with the Bank of China or other banks agreed by the Peoples Bank of China. Article 45 The acco un ti ng of the joint ven ture compa ny shall adopt the intern ati on ally use accrual basis and de

34、bit and credit acco un ti ng system in their work. Article 46 The following items shall be covered in the financial accounts books: 1. The 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 o

35、f payment, increase and assignment of the registered capital of the joint ven ture compa ny. Article 47 The joint venture company shall work out 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 b

36、oard meet ing for approval after exam ined and signed by the auditor. Article 48 Parties to the joint venture have the right to invite an auditor to undertake annual finan cial check and exam in ati on at his own expe nse. The joint ven ture compa ny shall provide convenience for the check ing and e

37、xam in ati on. Article 49 The depreciati on period for the fixed assets of the joint ven ture compa ny shall be decided by the board of directors in 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 an

38、d Foreig n Inv estme nt. Article 50 All matters concerning foreig n excha nge shall be han dled in accorda nee with the Provisional Regulations for Exchange 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. Cha

39、pter 7 Profits Shari ng Article 51 The joint ven ture compa ny shall draw reserve fun ds, expa nsion funds and bonuses welfare funds for staff and workers after payment of taxes. The proporti on of allocati on is decided by the board of directors. Article 52 After pay ing the taxes in accorda nee wi

40、th 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 capital. Article 53 The joint venture company shall distribute its profits. The profit distribution plan and the amount of profit distributed to e

41、ach party shall be published within the first three mon ths follow ing each fiscal year. Article 54 The joi nt ven ture compa ny shall distribute profits uni ess the losses of previous fiscal year have been made up. Remaining profit from previous years can be distributed together with that of the cu

42、rre nt year. Chapter 8 Staff and Workers Article 55 The employment, recruitment, dismissal and resignation of the staff and workers of the joi nt ven ture compa 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 Regulati

43、ons of the Peoples Republic of China on Labor Management in Joint Ven tures Using Chin ese and Foreig n In vestme nt andits impleme ntati on rules. Article 56 The required 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 joi

44、nt 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 57 The joi nt ven ture compa ny has the right to take discipli nary action s, record a demerit and reduce salary against those staff members and work

45、ers 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 labor and personnel department in the locality. Article 58 The salary treatment of the staff and workers shall be se

46、t 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 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 pr

47、oduct ion and the raisi ng of the ability and tech no logy of the staff and workers. Article 59 Matters concerning the welfare fun ds, bonu ses, labor protect ion and labor in sura nee etc. Shall be stipulated respectively in various rules by the joint venture compa ny, to en sure that the staff and

48、 workers go in for producti onand work un der no rmal con diti ons. Chapter 9 The Trade Union Orga ni zati on Article 60 The staff and workers of the joi nt ven ture compa ny have the right to establish trade union organization and carry out activities in accordanee with the stipulati ons of the Tra

49、de Union Law of the Peoples Republic of Chin a. Article 61 The 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

50、 law; to assist the joint venture company to arrange and make rational use of welfare funds and bonu ses; to orga nize political , professi on al, scie ntific and technical studies, carry out literary, art and sports activities; and to educate staff and workers to observes labor discipline and striv

51、e to fulfil the economic tasks of the joint ven ture compa ny. Article 62 The trade union of the joi nt ven ture compa ny will sig n labor con tracts with the joint venture company on behalf of the staff and workers, and supervise the impleme ntati on of the con tracts. Article 63 Pers ons in charge

52、 of the trade union of the joint ven ture compa ny has the right to atte nd as nonv oti ng members and to report the opinions and dema nds of staff and workers to meeti ngs of the board of directors held to discuss issues such as development plan, production and operational activities of joint ven t

53、ure. Article 64 The joint ven ture compa ny shall allot an amount of money totali ng 2% of the salaries of the staff and workers of the joi nt ven ture compa ny as trade un io ns fun ds, which shall be used by the trade union in accorda nee with the Ma nagerial Rules for the Trade Union Fun ds formu

54、lated by the All China Federati on of Trade Unions. Chapter 10Duratio n, Termin ati on and Liquidati on Article 65 The durati on of the joint ven ture compa ny shall be years, beg inning from the day whe n bus in ess lice nse is issued. Article 66 An application for the extension of duration shall,

55、proposed by both parties and approved at the board meet ing, be submitted to the orig inal exam in ati on and approval authority six mon ths prior to the expiry date of the joi nt ven ture. Only upon the approval may the duration be extended, and the joint venture company shall go through registrati

56、on formalities for the alteration at the orig inal registrati on office. Article 67 The joi nt ven ture may be termi nated before its expirati on in case the parties to the joi nt ven ture agree unanim ously that the term in ati on of the joi nt ven ture is for the best in terests of the parties. To

57、 termi nate the joi nt ven ture before the term expires shall be decided by the board of directors through a plenary meeting, and it shall be submitted to the orig inal exam in ati on and approval authority for approval. Article 68 Either party shall have the right to terminate the joint venture in

58、case one of the follow ing situati ons occurs: Article 69 Upon the expirati on or term in ati on or term in ati on of the joi nt ven ture before its term en ds, the board of directors shall work out procedures and prin ciples for the liquidati on, nomin ate can didates for the liquidati on committee

59、, and set up the liquidation committee for liquidating the joint venture companys assets. Article 70 The tasks of the liquidati on committee are: to con duct through check of the property of the joint ven ture compa ny, its claim and in debted ness; to work out the statement of assets and liabilities and list of property; to formulate a liquidatio n pla n. All these shall be carried out upon the approval of the board