【正文】 pts, statistic statements and reportsshall be written in Chinese.　　(Note: A foreign language can be used concurrently with mutualconsent).　　Article 46　　Financial checking and examination of the joint venture pany shallbe conducted by an auditor registered in China and reports shall besubmitted to the board of directors and the general case Party B considers it necessary to employ a foreign auditorregistered in another country to undertake annual financial checking andexamination, Party A shall give its consent. All the expenses thereofshall be borne by Party B.　　Article 47　　In the first three months of each fiscal year, the manager shallprepare the previous year39。 _______by Party ________. The generalmanager 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 thedecisions of the board and organize and conduct the daily management ofthe joint venture pany. The deputy general managers shall assist thegeneral manager in his work.　　Several department managers may be appointed by the management office,they shall be responsible for the work in various departmentsrespectively, handle the matters handed over by the general manager anddeputy general managers and shall be responsible to them.　　Article 32　　In case of graft or serious dereliction of duty on the part of thegeneral manager and deputy general managers, the board of directors shallhave 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 oftransportation and articles for office use, etc., the joint venturepany shall give first priority to purchase in China where conditionsare the same.　　Article 34　　In case the joint venture pany entrusts Party B to purchaseequipment on the overseas market, persons appointed by the Party A shallbe invited to take part in the purchasing.　　Chapter 12 Preparation and Construction　　Article 35　　During the period of preparation and construction, a preparation andconstruction office shall be set up under the board of directors. Thepreparation and construction office shall consist of _________ persons,among which ________ persons will be from Party A, _______ persons fromParty B. The preparation and construction office shall have one managerremended by Party _________, and one deputy manager by Party manager and deputy manager shall be appointed by the board ofdirectors.　　Article 36　　The preparation and construction office is responsible for thefollowing concrete works: examining the designs of the project, signingthe project construction contract, organizing the purchase and inspectionof related equipment, materials, etc., working out the general schedule ofproject construction, piling the expenditure plans, controlling projectfinancial payments and final accounts of the project, drawing upmanagerial methods and keeping and filing documents, drawings, files andmaterials, etc., during the construction period of the project.　　Article 37　　A technical group with several technical personnel appointed by PartyA and Party B shall be organized. The group, under the leadership of thepreparation and construction office, is in charge of the examination,supervision, inspection, testing, checking and accepting, and performancechecking of the project design, the quality of the project, the equipmentand materials and the imported technology.　　Article 38　　After approval by both parties, the establishment, remuneration andthe expenses of the staff of the preparation and construction office shallbe covered in the project budget.　　Article 39　　After having pleted the project and finished the turning overprocedures, the preparation and construction office shall be dissolvedupon the approval of the board of directors.　　Chapter 13 Labor Management　　Article 40　　Labor contract covering the recruitment, employment, dismissal andresignation, wages, labor insurance, welfare, rewards, penalties and othermatters concerning the staff and workers of the joint venture panyshall be drawn up between the joint venture pany and the trade union ofthe joint venture pany as a whole, or the individual employees in thejoint venture pany as a whole or individual employees in accordancewith the Regulations of the People39。s operationpurpose, and be able to obtain the standard of production quality andproduction capacity specified in the contract?！　ssisting the joint venture in recruiting Chinese managementpersonnel, technical personnel, workers and other personnel needed。 study and develop new products.　　(Note: It shall be written in the contract according to the specificconditions).　　Article 8　　The production scale of the joint venture pany is as follows:　　1. The production capacity after the joint venture is put intooperation is __________.　　2. The production scale may be increased up to ____________ with thedevelopment of the production and operation. The product varieties may bedeveloped into ___________.　　(Note: It shall be written according to the specific situation).　　Chapter 5 Total Amount of Investment and the Registered Capital　　Article 9　　The total amount of investment of the joint venture pany is RMB___________ (or a foreign currency agreed upon by both parties).　　Article 10　　Investment contributed by the parties is Renminbi __________, whichwill be the registered capital of the joint venture pany.　　Of which: Party A shall pay ____________ Yuan, accounting for__________%?！　〉谖迨艞l 雙方發(fā)送通知，如用電報、電傳時、凡涉及各方權(quán)利、義務(wù)的，應(yīng)隨之以書面信件通知。或，應(yīng)提交＿＿國＿＿地＿＿仲裁機構(gòu)根據(jù)該仲裁機構(gòu)的仲裁程序進(jìn)行仲裁?！　〉谑苏?違 約 責(zé) 任　　第五十條 如果任何一方未及時繳納第十二條規(guī)定的注冊資本金額，則每拖欠一個月該方即應(yīng)支付相當(dāng)于出資額＿＿＿＿＿％的違約賠償金。發(fā)生的保險費由合資公司承擔(dān)?！　〉谌艞l 合資公司職工應(yīng)按中國的稅法支付個人所得稅。第三十二條 合資公司所需原材料、燃料、零部件、運輸工具等，在條件相同情況下，盡先在中國購買?！　∪绻录炔怀鱿瘯h也不委托他人參加會議，應(yīng)視作棄權(quán)。董事、董事長和副董事長任期４年，經(jīng)委派方繼續(xù)委派可以連任?！　〉谑艞l 合資公司的產(chǎn)品，在中國境內(nèi)外市場上銷售，外銷部分占＿＿＿＿＿％，內(nèi)銷部分占＿