【正文】 ____________% of the left distributed to Party A and ___________% to Party B. Chapter 8 Selling of Products Article 16 The products of cooperative venture pany will be sold both on the Chinese and the overseas market, the export portion accounts for ____________%, ____________% for the domestic market. (Note: An annual percentage and amount for outside and domestic selling will be written out according to practical operations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture pany). Article 17 Products may be sold on overseas markets through the following channels: The cooperative venture pany may directly sell its products on the international market, accounting for _________%. The cooperative venture pany may sign sales contracts with Chinese foreign trade panies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for __________%. The cooperative venture pany may entrust Party B to sell its products, accounting for ________%. Article 18 The cooperative venture’s products to be sold in China may be handled by the Chinese materials and mercial departments by means of agency or exclusive sales, or may be sold by the cooperative venture pany directly. Article 19 In order to provide maintenance service to the products sold both in China or abroad, the cooperative venture pany may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department. Chapter 9 The Board of Directors Article 20 The date of registration of the cooperative venture pany shall be the date of the establishment of the board of directors of the cooperative venture pany. Article 21 The board of directors is posed of ____________directors, of which ___________shall be appointed by Party A, ____________by Party B. The chairman of the board shall be appointed by Party A, and its vicechairman by Party B. The term of office for the directors, chairman and vicechairmans four years, their term of office may be renewed if continuously appointed by the relevant party. Article 22 The highest authority of the cooperative venture pany shall be its board of directors. It shall decide all major issues concerning the cooperative 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 23 The chairman of the board is the legal representative of the cooperative venture pany. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vicechairman or any other directors to represent the joint venture pany temporarily. Article 24 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. Article 25 The meeting shall be valid only when more than two thirds of the total number of directors attend. In case of absence, the director shall entrust another person to attend and vote for him with a trust deed. Chapter 10 Business Management Office Article 26 The cooperative 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 _____。 Responsible for other matters entrusted by the joint venture pany. (note: It shall be written according to the specific situation). Chapter 7 Distribution of Profits and Repayment for Party B’s Investment Article 15 The cooperative venture pany shall distribute its profits in accordance with the following procedure after paying the ine tax: ____________% as allocations for reserve funds, expansion funds, welfare funds and bonuses for staff and workers of the cooperative venture pany。 Training the technical personnel and workers of the cooperative venture pany。 Handling the matters entrusted by the cooperative venture pany, such as selecting and purchasing machinery and equipment outside China, etc.。 Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures。 Assisting the cooperative venture pany in contacting and settling the fundamental facilities such as water, electricity, transportation etc.。 Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory。 Processing the application for the right to the use of a site to the authority in charge of the land。 provide maintenance service after the sale of the products。 第五十條 本合同于一九＿＿年＿＿月＿＿日由甲、乙雙方的授權(quán)代表在中國＿＿?。?＿市簽字。合同中所列的甲、乙雙方的法 定地址，即為甲、乙方的收件地址。 第四十七條 本合同及其附屬文件，均須經(jīng)中國對(duì)外經(jīng)濟(jì)貿(mào)易部（或其委托的審批機(jī)關(guān) ）批準(zhǔn)，并自批準(zhǔn)之日起生效。上述兩種文本如解 釋有矛盾，以中文本為準(zhǔn)。 第四十四條 本合同的訂立、效力、解釋、履行和爭(zhēng)議的解決均受中華人民共和國法律 的保護(hù)和管轄。 第十八章 爭(zhēng)議的解決 第四十三條 凡因執(zhí)行本合同所發(fā)生的或與本合同有關(guān)的一切爭(zhēng)議，雙方應(yīng)首先通過友 好協(xié)商解決，如果協(xié)商不能解決，應(yīng)提請(qǐng)中國國際貿(mào)易促進(jìn)委員會(huì)對(duì)外經(jīng)濟(jì)貿(mào)易仲裁委員會(huì) 仲裁。此項(xiàng)證明文件應(yīng)由事故發(fā)生地區(qū)的公證機(jī)構(gòu)出具。 第四十一條 為保證本合同及其附件的履行，甲、乙方在合同生效后＿＿天內(nèi)相互提供 履約的銀行擔(dān)保書。（注：或按出資額的百分比計(jì)算）如逾期＿＿個(gè)月仍未提供，除累計(jì)繳付違約 金外，守約一方有權(quán)按照本合同第三十八條規(guī)定終止合同，并要求違約方賠償損失。如甲、乙方同意繼 續(xù)經(jīng)營，違約方仍應(yīng)賠償履約一方的經(jīng)濟(jì)損失。 第三十七條 在合同有效期內(nèi)由于本合同第四十二條規(guī)定的不可抗力，造