【正文】 ＿＿％。 第二十三條 董事會由＿＿＿＿＿名董事組成，其中甲方委派＿＿＿＿＿名，乙方委派 ＿＿＿＿＿名。 第二十六條 董事長是合資公司的法定代表。會議紀要歸合資公司存檔。經營管理機構設總經理一人，由＿＿＿＿＿方推薦，副總經理＿＿＿＿＿人，由甲方推薦＿＿＿＿＿人， 乙方推薦＿＿＿＿＿人。 第三十條 總經理、副總經理有營私舞弊或嚴重失職的，經董事會會議決議可隨時撤換 。勞動合同訂立后，報當?shù)貏趧庸芾聿块T備案。 第三十七條 根據(jù)中國法律和法規(guī)的有關規(guī)定，合資公司應每月依法撥交按公司全部職 工實際工資總額的＿＿＿＿＿％作為工會經費。 第四十一條 合資公司的會計年度與公歷年相同，從每年１月１日起至１２月３１日止 ，一切記帳憑證、單據(jù)、報表、帳簿，用中文或雙方同意的一種外文書寫。 第十五章 保險 第四十四條 合資公司在經營期內為保護公司不因各類災害而受損失，應向中國人民保 險公司投保。合資公司的成立日期為合資公司營業(yè)執(zhí) 照簽發(fā)之日。 第四十八條 由于不可抗力，致使合同無法履行，或是由于合資公司連年虧損，無力繼續(xù)經營，經董事會一致通過，并報原審批機構批準，可以提前終止合同。 第五十一條 由于一方違約，造成本合同及其附件不能履行或不能完全履行時，由違約方承擔違約責任；如屬雙方違約，根據(jù)實際情況，由雙方分別承擔各自應負的違約責任。在某一具體問題上如果沒有業(yè)已頒布的中國法律可適用，則可參考國際慣例辦理。 仲裁裁決是終局的，對雙方都有約束力。 第二十三章 合同生效及其它 第五十七條 按照本合同規(guī)定的各項原則訂立的如下附屬協(xié)議文件，包括：技術轉讓協(xié)議、銷售協(xié)議……，均為本合同的組成部分。 第六十條 本合同于＿＿＿＿＿年＿＿＿＿＿月＿＿＿＿＿日由雙方指定的授權代表在中國＿＿＿＿＿簽署。 Party B shall pay ___________Yuan, accounting for __________%. Article 11 Both Party A and Party B will contribute the following as their investment: Party A: cash __________Yuan machines and equipment __________Yuan premises __________Yuan the right to the use of the site __________Yuan industrial property __________Yuan others __________ Yuan, __________ Yuan in all. Party B: cash __________Yuan machines and equipment __________Yuan industrial property __________Yuan others __________Yuan, __________Yuan in all. (Note: When contributing capital goods or industrial property as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract). Article 12 The registered capital of the joint venture pany shall be paid in ___________ installments by Party A and Party B according to their respective proportion of their investment. Each installment shall be as follows: (Note: it shall be written according to the concrete conditions). Article 13 In case any party to the joint venture intends to assign all or part of his investment subscribed to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority is required. When one party to the joint venture assigns all or part of his investment, the other party has preemptive right. Chapter 6 Responsibilities of Each Party to the Joint Venture Article 14 Party A and Party B shall be respectively responsible for the following matters: Responsibilities of Party A: Handling of applications for approval, registration, business license and other matters concerning the establishment of the joint venture pany from relevant departments in charge of China。 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 joint venture pany。 3. Party B shall work out a detailed list of the provided technology and technological service at various stages as specified in the technology transfer agreement to be an appendix to the contract, and guarantee its performance。 _______by Party ________. The general manager 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 the decisions of the board and organize and conduct the daily management of the joint venture pany. The deputy general managers shall assist the general manager in his work. Several department managers may be appointed by the management office, they shall be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy general managers and shall be responsible to them. Article 32 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. Chapter 11 Purchase of Equipment Article 33 In its purchase of required raw materials, fuel, parts, means of transportation and articles for office use, etc., the joint venture pany shall give first priority to purchase in China where conditions are the same. 中國最大資料庫Article 34 In case the joint venture pany entrusts Party B to purchase equipment on the overseas market, persons appointed by the Party A shall be invited to take part in the purchasing. Chapter 12 Preparation and Construction Article 35 During the period of preparation and construction, a preparation and construction office shall be set up under the board of directors. The preparation and construction office shall consist of _________ persons, among which ________ persons will be from Party A, _______ persons from Party B. The preparation and construction office shall have one manager remended by Party _________, and one deputy manager by Party ________. The manager and deputy manager shall be appointed by the board of directors. Article 36 The preparation and construction office is responsible for the following concrete works: examining the designs of the project, signing the project construction contract, organizing the purchase and inspection of related equipment, materials, etc., working out the general schedule of project construction, piling the expenditure plans, controlling project financial payments and final accounts of the project, drawing up managerial methods and keeping and filing documents, drawings, files and materials, etc., during the construction period of the project. Article 37 A technical group with several technical personnel appointed by Party A and Party B shall be organized. The group, under the leadership of the preparation and construction office, is in charge of the examination, supervision, inspection, testing, checking and accepting, and performance checking of the project design, the quality of the project, the equipment and materials and the