【正文】 十八條 清算費(fèi)用從企業(yè)現(xiàn)存財(cái)產(chǎn)中優(yōu)先支付。第五十三條 若投資方?jīng)Q定延長經(jīng)營期限，應(yīng)在合營期滿前并至少提前六個(gè)月，向原審批機(jī)關(guān)提出書面申請。它的任務(wù)是：依法維護(hù)職工的合法權(quán)益；協(xié)助公司合理安排和使用職工福利、獎(jiǎng)勵(lì)基金；組織職工學(xué)習(xí)政治、科學(xué)技術(shù)和業(yè)務(wù)知識，開展文藝、體育活動；教育職工遵守勞動紀(jì)律，努力完成公司的各項(xiàng)經(jīng)濟(jì)任務(wù)。第八章 職 工第四十一條 公司職工的招收、招聘、辭退、辭職、福利、勞動保護(hù)、勞動紀(jì)律等事宜，按照中國有關(guān)勞動和社會保障的規(guī)定辦理。公司的財(cái)會審計(jì)聘請?jiān)谥袊缘臅?jì)師審查、稽核，并將審查結(jié)果報(bào)告董事會。公司采用國際通用的權(quán)責(zé)發(fā)生制和借貸記帳法記帳。第二十六條　總經(jīng)理、副總經(jīng)理以及其他所有經(jīng)理均應(yīng)認(rèn)真履行其職責(zé)，不得兼任其他公司的經(jīng)理或其他形式的雇員。對其他事宜，可采取簡單多數(shù)通過決定。第十七條 董事長是本公司的法定代表人。公司在收取驗(yàn)資報(bào)告之日起三十日內(nèi)向出資方出具出資證明書，并報(bào)原審批機(jī)關(guān)及工商行政管理部門備案。本公司自產(chǎn)的產(chǎn)品可由董事會或董事會授權(quán)經(jīng)營層自行決定在中國境內(nèi)或境外銷售。為此，特制定本章程。3. labor and wage system。s Republic of China on Foreign Capital Enterprises and other relevant laws and regulations of China.Article 39The remaining profits after payment of pany ine tax and allocation of various funds in accordance with the stipulations of Article 38 shall be distributed to the investing party according to the decision of the Board of Directors.Article 40The profits of the Company shall be distributed annually and no profits shall be distributed should the losses in the previous years not be covered. The undistributed profits in the past fiscal years can be distributed together with the distributable profits in the current fiscal year.Chapter 8 Labor ManagementArticle 41Such issues of the Company as recruitment, employment, dismissal, resignation, welfare, labor protection and labor discipline shall be handled in accordance with relevant stipulations of China on labor and social insurance. The Company shall not employ child labor.Article 42The Company shall enter into labor contract with the employees and shall file with the local labor administration authority.Article 43The Company has the power to impose punishment such as disciplinary warning, demerit recording, wage reduction and even dismissal in case of grave misconduct on the staff members and workers violating the rules, regulations and labor discipline of the Company. Dismissal of staff member or worker shall be filed with the local labor administration authority.Article 44The wages and remuneration of the staff members and workers of the Company shall be decided by the Board of Directors in accordance with relevant stipulations in China and according to the situation of the Company and shall be specifically stipulated in the labor contract.Chapter 9 Trade UnionArticle 45The staff members and workers of the Company have the right to set up grassroots trade union organization and carry out trade union activities in accordance with the provisions of Trade Union Law of the People39。s Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 13Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and merce.Article 14The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and merce.Chapter 4 Board of DirectorsArticle 15The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.Article 16The Board of Directors is posed of _____directors, with one chairperson and ____ vicechairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vicechairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and merce. Article 17The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vicechairperson or any other director to exercise rights and fulfill obligations.Article 18The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 19The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.Article 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meetin