Responsible for other matters entrusted by the joint venture company.
(note: It shall be written according to the specific situation).
【章名】 Chapter 7 Distribution of Profits and Repayment for Party B's Investment
Article 15
The cooperative venture company shall distribute its profits in
accordance with the following procedure after paying the income tax:
____________% as allocations for reserve funds, expansion funds,
welfare funds and bonuses for staff and workers of the cooperative venture
company;
____________% as repayment for Party B's Investment and
___________Years scheduled to pay back all Party B's Investment;
____________% of the left distributed to Party A and ___________% to
Party B.
【章名】 Chapter 8 Selling of Products
Article 16
The products of cooperative venture company will be sold both on the
Chinese and the overseas market, the export portion accounts for
____________%, ____________% for the domestic market.
(Note: An annual percentage and amount for outside and domestic
selling will be written out according to practical operations, in normal
conditions, the amount for export shall at least meet the needs of foreign
exchange expenses of the joint venture company).
Article 17
Products may be sold on overseas markets through the following
channels:
The cooperative venture company may directly sell its products on the
international market, accounting for _________%.
The cooperative venture company may sign sales contracts with Chinese
foreign trade companies, entrusting them to be the sales agencies or
exclusive sales agencies, accounting for __________%.
The cooperative venture company may entrust Party B to sell its
products, accounting for ________%.
Article 18
The cooperative venture's products to be sold in China may be handled
by the Chinese materials and commercial departments by means of agency or
exclusive sales, or may be sold by the cooperative venture company
directly.
Article 19
In order to provide maintenance service to the products sold both in
China or abroad, the cooperative venture company may set up sales branches
for maintenance service both in China or abroad subject to the approval of
the relevant Chinese de
【章名】 Chapter 9 The Board of Directors
Article 20
The date of registration of the cooperative venture company shall be
the date of the establishment of the board of directors of the cooperative
venture company.
Article 21
The board of directors is composed of ____________directors, of which
___________shall be appointed by Party A, ____________by Party B. The
chairman of the board shall be appointed by Party A, and its vice-chairman
by Party B. The term of office for the directors, chairman and
vice-chairmans four years, their term of office may be renewed if
continuously appointed by the relevant party.
Article 22
The highest authority of the cooperative venture company shall be its
board of directors. It shall decide all major issues concerning the
cooperative venture company. Unanimous approval shall be required for any
decisions concerning major issues. As for other matters, approval by
majority or a simple majority shall be required.
(Note: It shall be explicitly set out in the contract).
Article 23
The chairman of the board is the legal representative of the
cooperative venture company. Should the chairman be unable to exercise his
responsibilities for any reason, he shall authorize the vice-chairman or
any other directors to represent the joint venture company temporarily.
Article 24
The board of directors shall convene at least one meeting every year.
The meeting shall be called and presided over by the chairman of the
board. The chairman may convene an interim meeting based on a proposal
made by more than one third of the total number of directors. Minutes of
the meetings shall be placed on file.
Article 25
The meeting shall be valid only when more than two thirds of the total
number of directors attend. In case of absence, the director shall entrust
another person to attend and vote for him with a trust deed.
【章名】 Chapter 10 Business Management Office
Article 26
The cooperative venture company shall establish a management office
which shall be responsible for its daily management. The management office
shall have a general manager, appointed by Party _____, ______deputy
general managers, _____by Party _____; _____by Party ______. The general
manager and deputy general managers whose terms of office is _____years
shall be appointed by the board of directors.
Article 27
The responsibility o
decisions of the board and organize and conduct the daily management of
the cooperative venture company. The deputy general managers shall assist
the general manager in his work.
Article 28
The general manager shall report to the board of directors the
operation conditions of the cooperative company every three months, and
make a financial report every six months.
Article 29
In case of graft or serious dereliction of duty on the part of the
general manager and deputy general managers, the board of directors shall
have the power to dismiss them at any time.
【章名】 Chapter 11 Labor Management
Article 30
Labor contract covering the recruitment, employment, dismissal and
resignation, wages, labor insurance, welfare, rewards, penalties and other
matters concerning the staff and workers of the cooperative venture
company shall be drawn up between the cooperative venture company and the
trade union of the cooperative venture company as a whole, or the
individual employees in the cooperative venture company as a whole or
individual employees in accordance with the law of the People's Republic
of China on Chinese-Foreign Cooperative Joint Ventures.
The labor contracts shall, after being signed, be filed with the local
labor management department.
Article 31
The appointment of high-ranking administrative personnel recommended
by both parties, their salaries, social insurance, welfare and the
standard of travelling expenses etc. shall be decided by the meeting of
the board of directors.
【章名】 Chapter 12 Taxes, Finance and Audit
，中外合作经营合同