【正文】 anking managerial personnel。 and13. the language(s) used in the contract and the conditions on which the contract es into force.The annex to a joint venture contract shall carry the same effect as the contract itself.Article 12 Chinese laws shall apply to the conclusion, validity, interpretation and performance of a joint venture contract, as well as to the settlement of disputes.Article 13 The Articles of association of a joint venture shall include the following main particulars:1. the name of the joint venture and its legal address。 and9. procedures for amendment of the Articles of association.Article 14 The agreement, contract and Articles of association of a joint venture shall e into force upon approval by the examination and approval authorities. The same applies to amendments thereto.Article 15 The examination and approval authorities and the registration authority are responsible for supervising and checking the execution of the joint venture contract and Articles of association.Chapter III Form of Organization and Registered CapitalArticle 16 A joint venture shall be a limited liability pany. The liability of each party to the joint venture is limited to the amount of capital contribution subscribed by it.Article 17 The total amount of capital contribution (including loans) of a joint venture refers to the sum of basic construction funds and the liquidity funds for production required to be invested in conformity with the joint venture39。4. merger or division of the joint venture. Resolutions on other matters may be made according to the rules of procedure stated in the Articles of association of the joint venture.Article 34 The chairman of the board is the legal representative of the joint venture. Should the chairman be unable to perform his duties, he shall authorize the vicechairman of the board or a director to represent the joint venture.Article 35 A joint venture shall establish its business management organization, which shall be responsible for its daytoday management and operation. The business management organization shall have a general manager and several deputy general managers who assist the general manager in his work.Article 36 The general manager shall carry out the various decisions of the board meeting and organize and conduct the daytoday management and operation of the joint venture. Within the authority given by the board, the general manager shall, externally, represent the joint venture, and internally, have the right to appoint and dismiss his subordinates and exercise other powers as granted by the board.Article 37 The general manager and deputy general managers shall be engaged by the board of directors of the joint venture. These positions may be held either by Chinese or foreign citizens.At the invitation of the board of directors, the chairman, vicechairman or other directors of the board may concurrently be the general manager, deputy general managers or other highranking managerial personnel of the joint venture.In handling major issues, the general manager shall consult with the deputy general managers. The general manager or deputy general managers shall not hold posts concurrently as the general manager or deputy general managers of another economic organization. They shall not join other economic organizations in mercial petition with their own joint venture.Article 38 Where the general manager, a deputy general manager or other highranking managerial personnel conducts an act of graft or serious dereliction of duty, the board of directors may adopt a resolution to dismiss him at any time.Article 39 Establishment of branches (including sales offices) outside China or in regions of Hong Kong or Macao is subject to approval of the MOFERT.Chapter VI Introduction of TechnologyArticle 40 For the purpose of these Regulations, introduction of technology refers to the acquisition of necessary technologies by the joint venture by means of technology transfers from a third party or a party to the joint venture.Article 41 The technology to be introduced by the joint venture shall be appropriate and advanced and enable the venture39。s Republic of China and Chinese regulations concerning the statistical system for the utilization of foreign capital.Chapter IX TaxesArticle 59 Joint ventures shall pay taxes according to the stipulations of relevant laws of the People39。s governments of the province, autonomous region or municipality directly under the Central Government where they locate, pay a percentage of the joint venture39。 or2. capable of notably saving raw materials, fuel or power.Article 26 The foreign party to a joint venture who makes its capital contributions in the form of industrial property or proprietary technology shall deliver documentation relating thereto, including photocopies of the patent or trademark registration certificates, statements of validity, technical features and practical value thereof, the basis for calculating the value as well as the agreement signed with the Chinese party to the joint venture on the value thereof, as annexes to the contract.Article 27 The machinery, equipment or other materials, industrial property or proprietary technology contributed by the foreign party to the joint venture shall be reported to the examination and approval authorities for further approval.Article 28 Each party to the joint venture shall make its capital contribution in full and within the time limit stipulated in the joint venture contract. If a party delays in making its capital contribution or fails to make its contribution in full, it shall pay interest on such default or pensate for the losses pursuant to the provisions of the contract.Article 29 The capital contribution made by each party to a joint venture shall be verified by a certified public accountant registered in China, who shall issue a capital verification repo