【導(dǎo)讀】在中華人民共和國共同投資舉辦合資經(jīng)營企業(yè)，特訂立本合同。第二章合資雙方第一條合。國”）組織和存在的企業(yè)法人，在中國注冊(cè)，持有編號(hào)為＿＿＿＿＿的營業(yè)執(zhí)照。同并履行本合同義務(wù)所需的全部法人權(quán)限。的管轄和保護(hù)，在遵守中國的前提下，從事其一切活動(dòng)。合資公司的利潤按雙方對(duì)注冊(cè)資本出資的比例由雙方分享。需要流動(dòng)資金和其它資金，雙方應(yīng)按各自在合資公司注冊(cè)資本的比例為上述借款作擔(dān)保。第十四條資本轉(zhuǎn)讓除非得到另一方的同意并經(jīng)審批機(jī)關(guān)批準(zhǔn)，合同任。第六章合資雙方的責(zé)任第十六條甲、乙方應(yīng)各自負(fù)責(zé)完成以?！獏f(xié)助辦理乙方作為出資而提供的機(jī)械設(shè)備的進(jìn)口報(bào)關(guān)手續(xù)和在中國境內(nèi)的運(yùn)輸；第十九條合資公司的產(chǎn)品，在中國境內(nèi)外市場(chǎng)上銷售，國物資部門、商業(yè)部門包銷或代銷，或由中國外貿(mào)公司包銷的占＿＿＿＿＿％。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；十六條董事長是合資公司的法定代表。

　　

【正文】 ts 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 wArticle 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 of directors. Chapter 14 Taxes, Finance and Audit Article 42 The joint venture pany shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations. Article 43 Staff members and workers of the joint venture pany shall pay individual ine tax according to the Individual Ine Tax Law of the People s Republic of China. Article 44 Allocations for reserve funds, expansion funds of the joint venture pany and welfare funds and bonuses for staff and workers shall be set aside in accordance with the provisions of the Joint Venture Law. The annual proportion of allocations shall be decided by the board of directors according to the business situation of the joint venture pany. Article 45 The fiscal year of the joint venture pany shall be from January 1 to December 31. All vouchers, receipts, statistic statements and reports shall be written in Chinese. (Note: A foreign language can be used concurrently with mutual consent). Article 46 Financial checking and examination of the joint venture pany shall be conducted by an auditor registered in China and reports shall be submitted to the board of directors and the general manager. In case Party B considers it necessary to employ a foreign auditor registered in another country to undertake annual financial checking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B. Article 47 In the first three months of each fiscal year, the manager shall prepare the previous year s balance sheet, profit and loss statement and proposal regarding the disposal of profits, and submit them to the board of directors for examination and approval. Chapter 15 Duration of the Joint Venture Article 48 The duration of the joint venture pany is ___________ years. The establishment date of the joint venture pany shall be 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 unanimously approved by the board of directors, shall be submitted to the Ministry of Foreign Trade and Economic Cooperation (or the examination and approval authority entrusted by it) six months prior to the expiry date of the joint venture. Chapter 16 The Disposal of Assets after the Expiration of the Duration Article 49 Upon the expiration of the duration, or termination before the date of expiration of the joint venture, liquidation shall be carried out according to the relevant laws. The liquidated assets shall be distributed in accordance with the proportion of investment contributed by Party A and Party B. Chapter 17 Insurance Article 50 Insurance policies of the joint venture pany on various kinds of risks shall be underwritten with the People s Republic of China. Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the People s Insurance Company of China. Chapter 18 The Amendment, Alteration and Termination of the Con tract Article 51 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 52 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 joint 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 53 Should the joint 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 damage