【正文】 　8. THE CONTRACT FOR SINOFOREIGN COOPERATIVE JOINT VENTURE　　Whole Doc.　　Chapter 1 General Provisions　　In accordance with the Law of the People39。s Republic of China.　　Chapter 2 Parties of the Cooperative Venture　　Article 1　　Parties to this contract are as follows: _________Company (hereinafterreferred to as Party A), registered with ______in China, and its legaladdress is at____________(street)_______(district)_____________(city)_____________China.　　Legal representative:　　Name:　　Position:　　Nationality:　　___________Company (hereinafter referred to as Party B), registeredwith_______. Its legal address at___________.　　Legal representative:　　Name:　　Position:　　Nationality:　　(Note: In case there are more than two investors, they will be calledParty C, D…… in proper order).　　Chapter 3 Establishment of the Cooperative Venture Company　　Article 2　　In accordance with the Cooperative Venture Law and other relevantChinese laws and regulations, both parties of the Cooperative ventureagree to set up ___________Cooperative venture limited liability pany(hereinafter referred to as the Cooperative venture pany).　　Article 3　　The name of the Cooperative venture pany is______________ LimitedLiability Company.　　The name in foreign language is _________.　　The legal address of the joint venture pany is at__________street________(city)____________province.　　Article 4　　All activities of the Cooperative venture pany shall be governed bythe laws, decrees and pertinent rules and regulations of the People39。 provide maintenance service after the saleof the products?！　rocessing the application for the right to the use of a site to theauthority in charge of the land?！　ssisting Party B to process import customs declaration for themachinery and equipment contributed by Party B as investment and arrangingthe transportation within the Chinese territory?！　ssisting the cooperative venture pany in contacting and settlingthe fundamental facilities such as water, electricity, transportationetc.。Assisting foreign workers and staff in applying for entry visas, worklicenses and handling their travel procedures?！　andling the matters entrusted by the cooperative venture pany,such as selecting and purchasing machinery and equipment outside China,etc.?！　raining the technical personnel and workers of the cooperativeventure pany?！　esponsible 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 B39?！　___________% as repayment for Party B39。s Investment。s products to be sold in China may be handledby the Chinese materials and mercial departments by means of agency orexclusive sales, or may be sold by the cooperative venture panydirectly.　　Article 19　　In order to provide maintenance service to the products sold both inChina or abroad, the cooperative venture pany may set up sales branchesfor maintenance service both in China or abroad subject to the approval ofthe relevant Chinese department.　　Chapter 9 The Board of Directors　　Article 20　　The date of registration of the cooperative venture pany shall bethe date of the establishment of the board of directors of the cooperativeventure pany.　　Article 21　　The board of directors is posed of ____________directors, of which___________shall be appointed by Party A, ____________by Party B. Thechairman of the board shall be appointed by Party A, and its vicechairmanby Party B. The term of office for the directors, chairman andvicechairmans four years, their term of office may be renewed ifcontinuously appointed by the relevant party.　　Article 22　　The highest authority of the cooperative venture pany shall be itsboard of directors. It shall decide all major issues concerning thecooperative venture pany. Unanimous approval shall be required for anydecisions concerning major issues. As for other matters, approval bymajority 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 thecooperative venture pany. Should the chairman be unable to exercise hisresponsibilities for any reason, he shall authorize the vicechairman orany other directors to represent the joint venture pany temporarily.　　Article 24　　The board of directors shall convene at least one meeting every meeting shall be called and presided over by the chairman of theboard. The chairman may convene an interim meeting based on a proposalmade by more than one third of the total number of directors. Minutes ofthe meetings shall be placed on file.　　Article 25　　The meeting shall be valid only when more than two thirds of the totalnumber of directors attend. In case of absence, the director shall entrustanother 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 officewhich shall be responsible for its daily management. The management officeshall have a general manager, appointed by Party _____, ______deputygeneral managers, _____by Party _____。s Republicof China on ChineseForeign Cooperative Joint Ventures.　　The labor contracts shall, after being signed, be filed with the locallabor management department.　　Article 31　　The appointment of highranking administrative personnel remendedby both parties, their salaries, social insurance