【正文】 xchange shall be handled in accordance with the Provisional Regulations for Exchange Control of the People39。s investment in the registered capital.Article 39The joint venture pany shall distribute its profits once a year. The profit distribution plan and amount of profit distributed to each party shall be published within the first three months following each fiscal year.Chapter 8 Staff and WorkersArticle 41The employment， recruitment， dismissal and resigntion of the staff and workers of the joint venture pany and their salary， welfare， labor insurance， labor protection， labor discipline and other matters shall be handled according to the Regulations of the People39。s ability and technology. The pensions of the staff and workers who retired from the joint venture pany shall be paid according to the specific regulations issued by the Bureau of Labor of __________.Article 44The matters concerning the welfare funds， bonuses， labor protection and labor insurance， etc， shall be stipulated respectively in various rules by the joint venture pany in accordace with relevant regulations of the Pepole39。s Republic of China.Article 46 The trade union in the joint venture pany is the representative of the interests of the staff and workers. The tasks of the trade union are: to protect the democratic rights and material interests of the staff and workers pursuant to the law。 to organize political， professional， scientific and technical studies， to carry out literary， art and sports activities。s funds which shall be used by the trade union in accordance with the Managerial Rules for the Traed Union Funds formulated by the All China Federation of Trade Union.Chapter 10 Duration， Termination and Liquidation of the Joint VentureArticle 50The duration of the joint venture pany is ___________ years. The establishment of the joint venture pany shall start from 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 unamiously approved by the board of directors， shall be submitted to the original examining and approving authority 6 months prior to the expiry date of the joint venture.Article 51 With the agreement between both parties on the termination which should be pursuing the best benefits for the parties， the joint venture will be terminated. In this case， the decision for the termination shall be made by the board meeting 90 days before the date of termination of the joint venture， and be submitted to the original examining and approving authority.Article52When the following situations happened， either party have right to terminate the joint venture:1)expiration of the duration of the joint venture pany。3)inability to continue operations due to heavy losses caused by the Force Majeure。5)failure to obtain the desired objectives of the operation and noprospects for the future development of the joint venture pany.Article 53Upon the expiration of the duration or termination of the joint venture pany， the board of directors shall work out proceduers and principles for the liquidation， nominate candidates for the liquidation mittee for liqidating the assets of the joint ventrue pany.Article 54The task of the liquidation mittee are: to conduct through check of the property of the joint venture pany， its claims and indebtedness。 to formulate a liquidation plan. All these shall be earried out upon the approval of the board of directors.Article 55The remaning property after the clearance of debts of the joint venture pany shall be earried out upon the approval of the board of directors.Article 56On pletion of the liquidation， the joint venture pany shall submit a liquidation report to the original examining and approving authority， go through the formalities for nullifying its registration in the original registration office and hand in its business license， at the same time， make an anouncement to the public.Article 57After winding up of the joint venture pany， its accounting books shall be left in the care of Party A.Chapter 11 RegulationsArticle 58 Following are the rules and regulations formulated by the board of directors of the joint venture pany:1) Management regulations， including the powers and functions of the managerial branches and its working rules and procedures。3)System of labor and salary。5)Detailed rules of staff and worker39。6)Financial system。8)Other necessary rules and regulations.Chapter l2 Applicable Law Article 59The formation of this contract， its validity， interpretation， execution and settlement of the disputes shall be governed by the relevant laws of the People39。s Repablic China. The same applies Economic Relation and Trade Commisston， in the events of amendments.Article 63The Articles of Association is signed in province (city) China by the authorized representatives of both parties on.Party A Party Bon behalf of Co. on behalf of Co.Signature: Signature:Position: Position:13 /