【正文】 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。由合資公司委托乙方銷售 的占＿＿＿＿＿％。 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。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。按其對履行合同影響的程度，由雙方協商決定是否解除 合同，或者部分免除履行合同的責任，或者延期履行合同。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。 Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting。 _______by Party ________. The general manager 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 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。 Assisting the joint venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed。 第五十九條 雙方發(fā)送通知，如用電報、電傳時、凡涉及各方權利、義務的， 應隨之以 書面信件通知。 第十八章 違 約 責 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 方即應支付相當于出資額＿＿＿＿＿％的違約賠償金。 第三十九條 合資公司職工應按中國的稅法支付個人所得稅。如果董事既不出席會議也不委托他人參加會議，應視作棄權。 第十九條 合資公司的產品，在中國境內外市場上銷售，外銷部分占＿＿＿＿＿％，內 銷 部分占＿＿＿＿＿％。（如乙方以外幣出資，按照繳款當日的中國國家 外匯管理局公布的外匯牌價折算成人民幣） 第十一條 雙方將以下列作為出資： １１．１．甲方：現金＿＿＿＿＿元 機械設備＿＿＿＿＿元 廠房＿＿＿＿＿元 工地使用費＿＿＿＿＿元 工業(yè)產權＿＿＿＿＿元 其它＿＿＿＿＿元 共＿＿＿＿＿元 １１．２．乙方：現金＿＿＿＿＿元 機械設備＿＿＿＿＿元 工業(yè)產權＿＿＿＿＿元 其它＿＿＿＿＿元 共＿＿＿＿＿元 第十二條 合資公司注冊資本由甲、乙方按其出資比例分＿＿＿＿＿期繳付，每期繳付 的數額如下：（略） 第十三條 貸 款 總投資和注冊資本之間的差額向銀行貸款。 第三章 合資公司的成立 第二條 按照中國的合資企業(yè)法和其它有關法律和法規(guī)，合同雙方同意在中國境內＿＿ ＿＿＿省＿＿＿＿＿市建立合資公司。另一方特此表示，如果自己不行使優(yōu)先受讓 權，即為同意上述轉讓。 第二十四條