【正文】 公司工會(huì)參加調(diào)解如工和合營(yíng)公司之間發(fā)生的爭(zhēng)議。合營(yíng)公司工會(huì)按照中華全國(guó)總工會(huì)制定的《工會(huì)經(jīng)費(fèi)管理辦法》使用工會(huì)經(jīng)費(fèi)。自營(yíng)業(yè)執(zhí)照簽發(fā)之日起計(jì)算。第五十一條 甲，乙方如一致認(rèn)為終止合營(yíng)符合各方最大利益時(shí)，可提前終止合營(yíng)。第五十二條 發(fā)生下列情況這一時(shí)，甲、乙任何一方有權(quán)依法終止合營(yíng)。第五十三條 合營(yíng)期滿或提前終止合營(yíng)時(shí)，董事會(huì)應(yīng)提出清算程序、原則和清算委員會(huì)人選，組成清算委員會(huì)，對(duì)合營(yíng)公司財(cái)產(chǎn)進(jìn)行清算。第五十五條 清算委員會(huì)對(duì)合營(yíng)公司的債務(wù)全部清償后，其剩余的財(cái)產(chǎn)按甲、乙方在注冊(cè)資本中的出資比例進(jìn)行分配。第五十七條 合營(yíng)公司結(jié)業(yè)后，其各種帳冊(cè)，由甲方保存。第十二章 適用法律第五十九條 本章程的訂立、效力、解釋、履行均受中華人民共和國(guó)法律的管轄。必須經(jīng)董事會(huì)會(huì)議一致通過決議，并報(bào)原審批機(jī)構(gòu)批準(zhǔn)。上述兩種文本如有不符，以中文本為準(zhǔn)。第六十三條 本章程于一九年月日由甲、乙雙方的授權(quán)代表在中國(guó)北京簽字。s Republic of China on joint Venture UsingChinese and Foreign Investment and the contract signed on in_________ ，china， by， Co.(hereinafter referred to as Party A). and Co.， Ltd. (hereinafar referred to as Party A)， to set up a joint venture， Limited Liability Company (hereinafter referred to as joint venture pany)， the Articles of Association hereby is formulated.Article 2The names of the joint venture pany shall be Limited Liability Company Its abbreviation isThe Legal address of the joint venture pany is atArticle 3The names and legal addresses of each parties are as follows:Party A: Co. ， China， and its legal address isparty B: Co.， Ltd， and its legal address isarticle 4The organization form of joint venture pany is a limited liability pany. The liabilities of each party to the joint venture pany just limits to its contributed capital， which stipulated in the Articles of Association or in the revised afterwards. The profits， risks and losses of the joint venture pany shall be shared by the parties in proportion to their contributions of the registered capital.Article 5The joint venture pany has the status of a legal person and is subject to the jurisdiction and protection of Chinese laws concerned. All activities of the joint venture pany shall be governed by the laws. decrees and pertinent rules and regulations of the People39。2) Eauipment: us Dollars Article 12 The amount of the investment in Article 10 shall be paid by Party A and Party B according to the time limit stipulated in the contract. Article 13After the payment of investment by the parties to the joint venture， a Chinese registered accountant invited by the joint venture pany shall verify it and provide a certificate for contributed investment. Thereafter the joint venture pany shall issue an investment certificate to confirm the date and amount of the contribution.ArticIe14Within the term of the joint venture， the joint venture pany shall not reduce its registered capital. Neither party shall be allowed to mortgage any part of the investment to the third party.Article 15Any increase， assignment of the registered capital of the joint venture pany shall be approved by the board of directors and submitted to the original examining and approving authority for approval. The registration procedures for changes shall be dealt with at the original registration and administration office.Chapter 4 The Board of DirectorsArticle 16The joint venture pany shall establish the board of directors which is the highest authority of the joint venture pany.Article 17The board of directors shall decide all major issues concerning the joint venture for the following issues. unamious approval shall be required:l)amending the Articles of Association of the joint venture pany 。3)deciding the merger， affiliation and consolidation of the joint venture pany with other economic organization。5)deciding to set up branches。7)deciding an annual management strategy and plan。 9)deciding the plan on annual profits sharing。11)settling the disputes between each party to the joint venture and joint venture pany.As for other matters， approval by more than_________ directors shall be required. such as。2)approving. the labor contracts and other important regulations of the joint venture pany。4)inviting and dismissing the senior adminiatrative personnal who shall be remended by general manager， and deciding their salary and welfare。6)defining and adjusting the stracture of the joint venture pany7)deciding the proportion of allocation for reserve funds， expension funds and bonuses from the taxed profits of joint venture pany。 10)deciding the plan on living houses and other welfare for staff and workers of joint venture pany。s Republic of China.Article 28 The fiscal year of the joint venture pany shall be calendar year from January 1 to December 31. All vouchers， receipts， accounting statiments and reports， accounting books shall be written in Chinese and English.Article 29The joint venture pany adopts Renminbi (RMB) as its accounts keeping unit. The conversion of RMB into other currency shall be in accordance with the exchange rate of the converting day published by the State Administration of Foreign Exchange Control of the People39。(2)situations concerning sale and purchasing the materials of the joint venture pany。(4)situations concerning and assignment of the registered capital.Article 33In the first three months of each fiscal year， the manager shall prepare the profits year39。s Rpublic of Chian for Foreign Investment Enterprises and Foreign EnterprisesArticle 36All matters concerning foreign e