【正文】 易部（或其委托的審批機構）提出申請 批準。） 第十章 董 事 會 第十九條 合作公司設董事會。董事長由甲方委派，副董事長＿＿＿＿＿＿＿＿名，由 乙方委派。經三分之一以上的董事提議，董事 長可召開董事會臨時會議。 第二十四條 董事長是合作公司的法定代表。總經理由＿＿方推薦；副總經理由＿＿方推薦 ＿＿人，另一方推薦＿＿人，均由董事會聘請，任期＿＿年。 第二十八條 總經理、副總經理及其他管理人員有營私舞弊或嚴重失職行為時，經董事 會會議作出決議，給予應得的處分直至解聘，對公司造成的經濟損失，應負賠償責任。 第十三章 財務會計和審計 第三十一條 合作公司設總會計師和總出納員各一人，負責公司總的會計工作；廠部、 商場和維修服務部分別建立帳目，每個部門分別設會計師和出納員各一個，負責各個部門的 財務會計工作。 第三十三條 合作公司設審計師一人，由甲方推薦，董事會聘請。投保辦法、投保險別、 保險價值、保期等均按中國人民保險公司的規(guī)定由合作公司董事會決定。如甲、乙方同意繼 續(xù)經營，違約方仍應賠償履約一方的經濟損失。 第四十一條 為保證本合同及其附件的履行，甲、乙方在合同生效后＿＿天內相互提供 履約的銀行擔保書。 第十八章 爭議的解決 第四十三條 凡因執(zhí)行本合同所發(fā)生的或與本合同有關的一切爭議，雙方應首先通過友 好協(xié)商解決，如果協(xié)商不能解決，應提請中國國際貿易促進委員會對外經濟貿易仲裁委員會 仲裁。上述兩種文本如解 釋有矛盾，以中文本為準。合同中所列的甲、乙雙方的法 定地址，即為甲、乙方的收件地址。 provide maintenance service after the sale of the products。 Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory。 Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures。 Training the technical personnel and workers of the cooperative venture pany。 ____________% of the left distributed to Party A and ___________% to Party B. Chapter 8 Selling of Products Article 16 The products of cooperative venture pany 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 pany). Article 17 Products may be sold on overseas markets through the following channels: The cooperative venture pany may directly sell its products on the international market, accounting for _________%. The cooperative venture pany may sign sales contracts with Chinese foreign trade panies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for __________%. The cooperative venture pany 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 mercial departments by means of agency or exclusive sales, or may be sold by the cooperative venture pany directly. Article 19 In order to provide maintenance service to the products sold both in China or abroad, the cooperative venture pany may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department. Chapter 9 The Board of Directors Article 20 The date of registration of the cooperative venture pany shall be the date of the establishment of the board of directors of the cooperative venture pany. Article 21 The board of directors is posed 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 vicechairman by Party B. The term of office for the directors, chairman and vicechairmans 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 pany shall be its board of directors. It shall decide all major issues concerning the cooperative venture pany. 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 pany. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vicechairman or any other directors to represent the joint venture pany 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. Chapter 10 Business Management Office Article 26 The cooperative venture pany 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 _____。 Responsible for other matters entrusted by the joint venture pany. (note: It shall be written according to the specific situation). Chapter 7 Distribution of Profits and Repayment for Party B’s Investment Article 15 The cooperative venture pany shall distribute its profits in accordance with the following procedure after paying the ine tax: ____________% as allocations for reserve funds, expansion funds, welfare funds and bonuses for staff and workers of the cooperative venture pany。 Handling the matters entrusted by the cooperative venture pany, such as selecting and purchasing machinery and equipment outside China, etc.。 Assisting the cooperative venture pany in contacting and settli