【導(dǎo)讀】同投資舉辦合作經(jīng)營(yíng)企業(yè)，特訂立本合同。第五條合作公司的組織形式為有限責(zé)任公司。甲、乙方以各自認(rèn)。繳的出資額對(duì)合作公司的債務(wù)承擔(dān)責(zé)任。比例分享利潤(rùn)和分擔(dān)風(fēng)險(xiǎn)及虧損。及銷售；對(duì)國(guó)內(nèi)外銷售市場(chǎng)的開發(fā)與維護(hù)；水產(chǎn)養(yǎng)殖；水產(chǎn)品收購(gòu)自用;研究與發(fā)展新產(chǎn)品，多樣化經(jīng)營(yíng)。第九條合作公司注冊(cè)資本為30萬美元。萬美元，占60％，乙方12萬美元，占40％。經(jīng)另一方同意，并報(bào)原審批機(jī)構(gòu)批準(zhǔn)。向中國(guó)有關(guān)主管部門申請(qǐng)批準(zhǔn)、登記注冊(cè)、領(lǐng)取營(yíng)業(yè)執(zhí)照等事宜；向有關(guān)部門辦理合作公司申請(qǐng)取土地使用權(quán)的有關(guān)手續(xù)；協(xié)助合作公司招聘當(dāng)?shù)刂袊?guó)籍職員；協(xié)助合作公司辦理外籍工作人員所需的入境簽證和旅行手續(xù);按照第九、十條規(guī)定出資;中國(guó)境內(nèi)外設(shè)立分支機(jī)構(gòu)。對(duì)其他事宜，可采取多數(shù)通過的方式作出決定。長(zhǎng)在征得副董事長(zhǎng)同意后，也可臨時(shí)召開董事會(huì)會(huì)議。監(jiān)事的任期每屆為3年。高級(jí)管理人員予以糾正；職責(zé)的情況下，召集和主持董事會(huì)會(huì)議；的調(diào)整作出決定；

　　

【正文】 f insurance shall be decided by the board of directors in accordance with the provisions of the People39。s Insurance Company of China. Chapter 17 The Amendment, Alteration and Termination of the Contract 26 Article 40 The amendment of the contract or other appendices shall e into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority. Article 41 In case of inability to fulfil the contract or to continue operation due to heavy losses in successive years as a result of force majeure, the duration of the cooperative venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority. Article 42 Should the cooperative venture pany be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfil the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority, and to claim damages. In case Party A and Party B of the cooperative venture pany agree to continue the operation, the 27 party who fails to fulfil its obligations shall be liable for the economic losses caused thereby to the joint venture pany. Chapter 18 Liability for Breach of Contract Article 43 Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract, the party in breach shall pay to the other party 1% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after 3 months, 3% of the contribution shall be paid to the other party, who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 42 of the contract. Article 44 Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability therefor. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation. Chapter 19 Force Majeure Article 45 Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, 28 flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary anization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the obligations for implementation of the contract or whether to delay the execution of the contract according to the effects of the events on the performance of the contract. Chapter 20 Applicable Law Article 46 The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People39。s Republic of China. Chapter 21 Settlement of Disputes Article 47 Any disputes arising from the execution of, or in connection with, the contract shall be settled through friendly consultations between both parties. In case no settlement can be 29 reached through consultations, the disputes shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade in Beijing for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties. Article 48 During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute. Chapter 22 Language Article 49 The contract shall be written in Chinese . Chapter 23 Effectiveness of the Contract and Miscellaneous Article 50 The appendices drawn up in accordance with the principles of this contract are integral parts of this contract. Article 51 The contract and its appendices shall e into force mencing from the date of approval Article 52 Should notices in connection with any party39。s rights and obligations be sent by either Party A or Party B by telegram or telex, etc., the Written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses. 30 Article 53 The contract is signed in __________, by the authorized representatives of both parties on _____. For Party A For Party B (Signature) (Signature)