【正文】 appointed by the board of directors. Article 31 The responsibility of the general manager is to carry out the decisions of the board and anize 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. 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, anizing 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 anized. 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 imported technology. Article 38 After approval by both parties, the establishment, remuneration and the expenses of the staff of the preparation and construction office shall be covered in the project budget. Article 39 After having pleted the project and finished the turning over procedures, the preparation and construction office shall be dissolved upon the approval of the board of directors. Chapter 13 Labor Management Article 40 Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the joint venture pany shall be drawn up between the joint venture pany and the trade union of the joint venture pany as a whole, or the individual employees in the joint venture pany as a whole or individual employees in accordance with the Regulations of the People39。 5. During the term of the technology transfer agreement, Party B shall provide the joint venture pany with any improvements in the technology and the improved information and technological materials in time, and shall not charge separate fees。 Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting。 Providing cash, machinery and equipment and premises ... in accordance with the provisions of Article 11。s Republic of China on Joint Ventures Using Chinese and Foreign Investment (the Joint Venture Law) and other relevant Chinese laws and regulations, __________Company and ___________ Company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in ________of the People39。 第二十二章 合 同 文 字 第五十六條 本合同用中文和＿＿＿＿＿文寫成，兩種文字具有同等效力。按其對履行合同影響的程度，由雙方協(xié)商決定是否解除 合同，或者部分免除履行合同的責任，或者延期履行合同。 第四十六條 合資期滿或提前終止合資，應按可適用法律和公司章程所規(guī)定的有關條款 進行清算。合同各方有權各自承擔費用自行指定審計師審計合資公司的帳目。 第十三章 工 會 第三十五條 工會的任務為：（略） ——保護法律規(guī)定的職工的民主權利和物質利益； ——協(xié)助合資公司安排和合理使用福利基金； ——參加調解職工與合資公司之間發(fā)生的爭議；等。 第二十九條 總經理的職責是執(zhí)行董事會會議 的各項決議，組織領導合資公司的日常經 營管理工作。 第二十七條 董事會會議每年至少召開一次，由董事長召集并主持會議。由合資公司委托乙方銷售 的占＿＿＿＿＿％。 １６．２ 乙方責任： ——按第五章規(guī)定出資并協(xié)助安排資金籌措； ——辦理合資公司委托在中國境外選購機械設備、材料等有關事宜； ——提供需要的設備安裝、調試以及試生產技術人員、生產和檢驗技術人員； ——培訓合資公司的技術人員和工人； ——如乙方同時又是技術轉讓方，則應負責合資公司在規(guī)定期限內按設計能力穩(wěn)定地生 產合格產品； ——負責辦理合資公司委托的其它事宜。 如果不能按上述方式獲得借款，董事會將按合同雙方各自在合資公司中的資本比例向合 同雙方另外征集資金。合資公司的利潤按雙方對注冊資本出資的比例由雙 方分享。外貿英語口語 :中外合資經營合同格式 (中英文 ) 中外合資經營合同格式 第一章 總 則 中國＿＿＿＿＿公司和＿＿＿＿＿國＿＿＿＿＿公司，根據(jù)《中華人民共和國中外合資