【導(dǎo)讀】_______________,20__. PageNo.[Date]forthe. establishmentof?[NAMEOFPARTYA],a?[typeofenterprise]registeredwiththe?addressat?"[NAME

　　

【正文】 nel shall be nominated as follows: one (1) Marketing and Sales Manager by Party A as well as one (1) Finance Manager by Party B. (b) Each Party agrees to cause the Directors appointed by it to approve all persons nominated to Management Personnel positions。 provided, however, that each Party may veto the nomination of any candidate for a Management Personnel position if such candidate fails to meet the criteria ascribed to the position for which the candidate is nominated as may be provided in these Articles of Association or otherwise determined by the General Manager and the vetoing Party provides reasonable evidence of such failure. Each individual serving in the capacity of Management Personnel shall hold office for a term of ? _____ ( ) years, and each shall be eligible for consecutive terms of office if renominated by the original nominating Party. If it bees necessary, due to dismissal or resignation, to replace the individual serving in the capacity of Management 12 Personnel, the Party that originally nominated such individual shall nominate a replacement to serve the remainder of the relevant term. Responsibilities of the General Manager The duties of the General Manager shall consist of carrying out the decisions of the Board of Directors and anizing and directing the daytoday operations and management of the Company and shall have the authorities and responsibilities set forth below: (a) Implementation of the decisions of the Board。 (b) Formulation of rules and regulations for the operation and management of the Company and the division of labour and responsibilities and functions of various managerial departments, and to implement such systems after approval of the same by the Board。 (c) Supervision of the Management Personnel。 (d) Developing and implementing strategies with respect to marketing, sales, and pricing 。 (e) Responsible for determining the qualification and number of Working Personnel of the Company and the formulation of personnel training programs。 (f) Entering into a Labour Contract with each Working Personnel and determining the pensation, wages, subsidies, benefits, insurance, allowances, rewards and other pensation matters with respect to each Working Personnel。 (g) Giving warnings, recording demerits, deducting wages, dismissing or otherwise removing any Working Personnel。 (h) Responsibility for external relations and representing the Company in executing mercial documents with third parties and signing other corporate documents on behalf of the Company within the scope of authority as the Board of Directors may delegate in Board resolutions。 (i) Representing the Company in connection with the prosecution or defence of any lawsuits or arbitration proceedings。 13 (j) Submission of reports to the Board with respect to appropriate operational matters, including but not limited to longterm business and production plans, annual operating plans and budgets, financial plans and budgets。 and (k) handling other matters within the authority delegated by the Board and subject to the limitations imposed by the Board. Annual Plan and Budget The General Manager shall also be responsible for the preparation of the annual operating plans and budgets of the Company. The operating plan and budget for the next fiscal year shall be submitted to the Board of Directors for examination and approval prior to November 1 of each year and shall include detailed plans and projections regarding: (a) marketing and sales with respect to the lease, presale and sale of units in the Building。 and (b) estimated revenues, expenditures and profits of the Company. The Board of Directors shall plete its examination and approval of each annual operating plan and budget for the next fiscal year prior to the end of December 31 of each year. The General Manager shall be responsible for the implementation of the annual operating plan and budget as approved by the Board. Responsibilities of the Deputy General Manager The Deputy General Manager shall from time to time when requested by the General Manager temporarily assume the responsibilities of the General Manager for daytoday operations of the Company. The Deputy General Manager shall also manage such other functions and departments of the Company as proposed by the General Manager and approved by the Board from time to time. The Deputy General Manager will report to the General Manager. Responsibilities of the Finance Manager The Finance Manager, under the supervision of the General Manager, shall be responsible for the financial management of the Company which shall include, without limitation, the following responsibilities: 14 (a) management of fiscal affairs of the Company。 (b) establishment and management of the accounting systems and procedures of the Company。 (c) maintenance of accounting books and records of the Company。 (d) management of insurance matters for the Company。 and (e) submission of financial reports to the General Manager and the Board of Directors as and when required. Concurrent Positions All Management Personnel are forbidden from concurrently serving or working in any other pany, unit, entity or anization whatsoever unless approved by the Board. 6. LABOUR MANAGEMENT Enterprise Autonomy The Company shall have all possible autonomy under the laws and regulations of the PRC concerning the recruitment, employment, pensation, designation of welfare benefits, procurement of labour insurance, promotion, discipline and dismissal of Working Personnel. The labour policies of the Company shall be determined in accordance with applicable PRC labour laws and regulations and the relevant regulations of ? ________ Province and ? ________ Municipality on labour management in foreign investment enterprises. Employment The qual