【導(dǎo)讀】第一條根據(jù)《中華人民共和國中外合資企業(yè)法》，和中國×公司與×國×××公司）合資經(jīng)營合同，特制訂本合營公司章和。第四條合營公司的組織形式為有限責(zé)任公司。甲乙方僅以現(xiàn)行或日后修改的本章程規(guī)定的各自認(rèn)繳的出資額對合營公司承擔(dān)責(zé)任。在上述前提下，各方。按其認(rèn)繳的出資額在注冊資本中的比例分享利潤和分擔(dān)風(fēng)險(xiǎn)及虧損。第五條合營公司為中國法人，受中國法律管轄和保護(hù)，其一切活動必遵守中國的法律、法令和有關(guān)條例規(guī)定。合營公司將出口銷售和取得外匯收入放在優(yōu)先地位，以保證合營公司的成功。第十三條甲、乙方繳付出資額后，經(jīng)合營公司聘請?jiān)谥袊缘臅?jì)師驗(yàn)資，具驗(yàn)資報(bào)告后，由合營公司據(jù)此發(fā)給甲、乙各方出資證明書，確認(rèn)種自的。出資日期及金額。第十四條合營期內(nèi)，合營公司不得減少注冊資本數(shù)額。第四十條合營公司上一個(gè)會計(jì)年度虧損未彌補(bǔ)前不得分配利潤。

　　

【正文】 on of the joint venture pany has the right to attend as nonvoting members and to report the opinions and demands of staff and workers to meetings of the board of directors held to discuss issues such as development plans， production and managing activities of the joint venture pany. Article 48 The trade union shall take part in the mediation of disputes arising between the staff and workers and the joint venture pany. Article 49 The joint venture pany shall allot an amount of money totally 2% of all the salaries of the staff and workers of the joint venture pany as trade union39。39。s funds which shall be used by the trade union in accordance with the Managerial Rules for the Traed Union Funds formulated by the All China Federation of Trade Union. Chapter 10 Duration， Termination and Liquidation of the Joint Venture Article 50 The duration of the joint venture pany is ___________ years. The establishment of the joint venture pany shall start from the date on which the business license of the joint venture pany is issued. An application for the extension of the duration. proposed by one party and unamiously approved by the board of directors， shall be submitted to the original examining and approving authority 6 months prior to the expiry date of the joint venture. Article 51 With the agreement between both parties on the termination which should be pursuing the best benefits for the parties， the joint venture will be terminated. In this case， the decision for the termination shall be made by the board meeting 90 days before the date of termination of the joint venture， and be submitted to the original examining and approving authority. Article52 When the following situations happened， either party have right to terminate the joint venture: 1)expiration of the duration of the joint venture pany。 2)inability to continue operations due to heavy losses。 3)inability to continue operations due to heavy losses caused by the Force Majeure。 4)inability to continue operations due to the failure of the party to fulfil its obligations prescribed in the contract and the Articles of Association。 5)failure to obtain the desired objectives of the operation and noprospects for the future development of the joint venture pany. Article 53 Upon the expiration of the duration or termination of the joint venture pany， the board of directors shall work out proceduers and principles for the liquidation， nominate candidates for the liquidation mittee for liqidating the assets of the joint ventrue pany. Article 54 The task of the liquidation mittee are: to conduct through check of the property of the joint venture pany， its claims and indebtedness。 to work out the statement of assets and liabilities and list of property。 to formulate a liquidation plan. All these shall be earried out upon the approval of the board of directors. Article 55 The remaning property after the clearance of debts of the joint venture pany shall be earried out upon the approval of the board of directors. Article 56 On pletion of the liquidation， the joint venture pany shall submit a liquidation report to the original examining and approving authority， go through the formalities for nullifying its registration in the original registration office and hand in its business license， at the same time， make an anouncement to the public. Article 57 After winding up of the joint venture pany， its accounting books shall be left in the care of Party A. Chapter 11 Regulations Article 58 Following are the rules and regulations formulated by the board of directors of the joint venture pany: 1) Management regulations， including the powers and functions of the managerial branches and its working rules and procedures。 2)Rules for the staff and workers。 3)System of labor and salary。 4)System of work attendance record， promotion and awards and penalty for the staff and workers。 5)Detailed rules of staff and worker39。39。s welfare。 6)Financial system。 7)Liquidation procedures upon the dissolution of the joint venture pany。 8)Other necessary rules and regulations. Chapter l2 Applicable Law Article 59 The formation of this contract， its validity， interpretation， execution and settlement of the disputes shall be governed by the relevant laws of the People39。39。s Republic of china. Chapter 13 Supplementary Articles Article 60 The amendment to the Articles of Association shall be unanimously agreed and decided by the board of directors and submitted to the original examining and approving authority for approval. Article 61 The contract shall be written in chinese and in English. Both languages are equally au thentic. In events of any discrepancy between the two aforementioned versions， the Chinece version shall prevail. Article 62 The Articles of Association shall e into effect upon the approval by People39。39。s Repablic China. The same applies Economic Relation and Trade Commisston， in the events of amendments. Article 63 The Articles of Association is signed in province (city) China by the authorized representatives of both parties on this day of . Party A Party B