【正文】 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 thefollowing matters:　　Responsibilities of Party A:　　Handling of applications for approval, registration, business licenseand other matters concerning the establishment of the joint venturepany from relevant departments in charge of China?！　ssisting Party B to process import customs declaration for themachinery and equipment contributed by Party B as investment and arrangingthe transportation within the Chinese territory?！　ssisting foreign workers and staff in applying for entry visas, worklicenses and handling their travel procedures?！　raining the technical personnel and workers of the joint venturepany?！　?. Party B guarantees that the technology specified in this contractand the technology transfer agreement shall be fully transferred to thejoint venture pany, and pledges that the provided technology should betruly advanced among the same type of technology produced by Party B, themodel, specification and quality of the equipment are excellent and it isto meet the requirement of technological operation and practical usage?！　?. Party B shall guarantee that the technical personnel and theworkers in the joint venture pany can master all the technologytransferred within the period specified in the technology transferagreement.　　Article 17　　In case Party B fails to provide equipment and technology inaccordance with the provisions of this contract and the technologytransfer agreement or in case any deceiving or concealing actions arefound, Party B shall be responsible for pensating the direct losses tothe joint venture pany.　　Article 18　　The technology transfer fee shall be paid in royalties. The royaltyrate shall be ___________% of the net sales value of the term for royalty payment is the same as the term for thetechnology transfer agreement specified in Article 19 of this contract.　　Article 19　　The term for the technology transfer agreement signed by the jointventure pany and Party B is ___________ years. After the expiration ofthe technology transfer agreement, the joint venture pany shall havethe right to use, research and develop the imported technologycontinuously.　　(Note: The term for a technology transfer agreement is generally nolonger than 10 years, and it shall be approved by the Ministry of ForeignTrade and Economic Cooperation or other examination and approvalauthorities entrusted by the Ministry of Foreign Trade and EconomicCooperation).　　Chapter 8 Selling of Products　　Article 20　　The products of joint venture pany will be sold both on the Chineseand the overseas market, the export portion accounts for __________%,__________% for the domestic market.　　(Note: An annual percentage and amount for outside and domesticselling will be written out according to practical situations, in normalconditions, the amount for export shall at least meet the needs of foreignexchange expenses of the joint venture pany).　　Article 21　　Products may be sold on overseas markets through the followingchannels:　　The joint venture pany may directly sell its products on theinternational market, accounting for ___________%.　　The joint venture pany may sign sales contracts with Chineseforeign trade panies, entrusting them to be the sales agencies orexclusive sales agencies, accounting for __________%.　　The joint venture pany may entrust Party B to sell its products,accounting for ______________%.　　Article 22　　The joint venture39。s Republic of China on Labor Managementin Joint Ventures Using Chinese and Foreign Investment and itsImplementing Rules.　　The labor contracts shall, after being signed, be filed with the locallabor management department.　　Article 41　　The appointment of highranking administrative personnel remendedby both parties, their salaries, social insurance, welfare and thestandard of travelling expenses etc. shall be decided by the meeting ofthe board of directors.　　Chapter 14 Taxes, Finance and Audit　　Article 42　　The joint venture pany shall pay taxes in accordance with theprovisions of Chinese laws and other relative regulations.　　Article 43　　Staff members and workers of the joint venture pany shall payindividual ine tax according to the Individual Ine Tax Law of thePeople39。s Insurance Company ofChina.　　Chapter 18 The Amendment, Alteration and Termination of the Con tract　　Article 51　　The amendment of the contract or other appendices shall e intoforce only after a written agreement has been signed by Party A and PartyB and approved by the original examination and approval authority.　　Article 52　　In case of inability to fulfil the contract or to continue operationdue to heavy losses in successive years as a result of force majeure, theduration of the joint venture and the contract shall be terminated beforethe time of expiration after being unanimously agreed upon by the board ofdirectors and approved by the original examination and approval authority.　　Article 53　　Should the joint venture pany be unable to continue its operationor achieve its business purpose due to the fact that one of thecontracting parties fails to fulfil the obligations prescribed by thecontract and articles of association, or seriously violates the provisionsof the contract and articles of association, that party shall be deemed tohave unilaterally terminated the contract. The other party shall have theright to terminate the contract in accordance with the provisions of thecontract after approval by the original examination and approvalauthority, and to claim damages. In case Party A and Party B of the jointventure pany agree to continue the operation, the party who fails tofulfil its obligations shall be liable for the economic losses causedthereby to the joint venture pany.　　Chapter 19 Liability for Breach of Contract　　Article 54　　should either Party A or Party