【導(dǎo)讀】華人民共和國(guó)共同投資舉辦合資經(jīng)營(yíng)企業(yè)，特訂立本合同。的企業(yè)法人，在＿＿＿＿＿注冊(cè)，持有編號(hào)為＿＿＿＿＿的營(yíng)業(yè)執(zhí)照。締結(jié)本合資合同并履行本合同義務(wù)所需的全部法人權(quán)限。＿＿＿省＿＿＿＿＿市建立合資公司。法律”）的管轄和保護(hù)，在遵守中國(guó)法律的前提下，從事其一切活動(dòng)。方的責(zé)任以各自對(duì)注冊(cè)資本的出資為限。合資公司的利潤(rùn)按雙方對(duì)注冊(cè)資本出資的比例由雙。（如乙方以外幣出資，按照繳款當(dāng)日的中國(guó)國(guó)家?？偼顿Y和注冊(cè)資本之間的差額向銀行貸款。甲、乙方按在合資公司注冊(cè)資本的比例各自負(fù)責(zé)貸款擔(dān)保。同雙方另外征集資金。除非合同雙方另以書面形式明確表示同意，任何一方都沒(méi)有義務(wù)再增。加注冊(cè)資本成為第三方借貸給合資公司的款項(xiàng)作擔(dān)保。權(quán)，即為同意上述轉(zhuǎn)讓。售合同，委托其代銷，或由中國(guó)外貿(mào)公司包銷的占＿＿＿＿＿％。第二十二條合資公司注冊(cè)登記之日，為合資公司董事會(huì)成立之日。２．終止或解散合資公司；

　　

【正文】 ations for the Joint Venture Law) concerning the joint venture pany. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract). Article 28 The chairman of the board is the legal representative of the joint venture pany. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice chairman or any other directors to represent the joint venture pany temporarily. Article 29 The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file. Chapter 10 Business Management Office Article 30 The joint venture pany shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party _______, _______ deputy general managers, _______by Party ______。 _______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。s Republic of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment and its Implementing Rules. The labor contracts shall, after being signed, be filed with the local labor management department. Article 41 The appointment of highranking administrative personnel remended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board o