【正文】 ____________ of the left distributed to Party A and ___________ to Party B. apter 8 Selling of Products Article 16 The products of cooperative venture pany will be sold both on the inese 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 exange expenses of the joint venture pany). Article 17 Products may be sold on overseas markets through the following annels: The cooperative venture pany may directly sell its products on the international market, accounting for _________. The cooperative venture pany may sign sales contracts with inese 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 ina may be handled by the inese 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 ina or abroad, the cooperative venture pany may set sales branes for maintenance service both in ina or abroad subject to the approval of the relevant inese department. apter 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 whi ___________shall be appointed by Party A, ____________by Party B. The airman of the board shall be appointed by Party A, and its viceairman by Party B. The term of office for the directors, airman and viceairmans 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 airman of the board is the legal representative of the cooperative venture pany. Should the airman be unable to exercise his responsibilities for any reason, he shall authorize the viceairman or any other directors to represent the joint venture pany orarily. Article 24 The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the airman of the board. The airman 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. apter 10 Business Management Office Article 26 The cooperative venture pany shall establish a management office whi 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). apter 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 tenical personnel and workers of the cooperative venture pany。 Handling the matters entrusted by the cooperative venture pany, su as selecting and purasing mainery and equipment outside ina, 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 su as water, electricity, transportation etc.。 Assisting Party B to process import customs declaration for the mainery and equipment contributed by Party B as investment and arranging the transportation within the inese territory。 Processing the application for the right to the use of a site to the authority in arge 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(guó)＿＿＿ ＿簽字。合同中所列的甲、乙雙方的法 定即為甲、乙方的收件。 第四十七條 本合同及其附屬均須經(jīng)中國(guó)對(duì)外經(jīng)濟(jì)貿(mào)易部或其委托的審批 〕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)議的解決均受法律 的保護(hù)和轄。 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)商解決假設(shè)協(xié)商不能解決應(yīng)提請(qǐng)中國(guó)國(guó)際貿(mào)易促進(jìn)會(huì)對(duì)外經(jīng)濟(jì)貿(mào)易仲裁會(huì) 仲裁。此項(xiàng)證明應(yīng)由事故發(fā)生地區(qū)的機(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)互相提供 履約的銀行擔(dān)保書。注：或按出資額的百分比計(jì)算〕如逾＿＿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