第六十二条 本章程须经中华人民共和国对外经济贸易委员会批准才能行效。
第六十三条 本章程于一九××年×月×日由甲、乙双方的授权代表在中国北京签字。
中国×公司 ×国×××公司
代表签字： 代表签字：
职务： 职务：
年 月 日
英文文本
ARTICLES OF ASSOCIATION FOR________LIMITED LIABILTY COMPANY
INDEX
Chapter 1 General Provision
Chapter 2 The Purpose l Scope and Scale of the Business
Chapter 3 Total Amount of Investment and the Registered Capital
Chapter 4 The Board of Directors
Chapter 5 Business Management Office
Chapter 6 Finance and Accounting
Chapter 7 Profit Sharing
Chapter 8 Staff and Workers
Chapter 9 The Trade Union Organization
Chapter 10 Duration， Termination and Liquidation of the Jint Venture Company
Chapter 11 Rules and Regulations
Chapter 12 Applicable Law
Chapter 13 Supplementary Articles
Chapter 1 General Provision
Article 1
In accordance with the "Law of the People's Republic of China on joint Venture Using
Chinese 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
company)， the Articles of Association hereby is formulated.
Article 2
The names of the joint venture company shall be ××Limited Liability Company
Its abbreviation is
The Legal address of the joint venture company is at
Article 3
The names and legal addresses of each parties are as follows:
Party A: × Co. ， China， and its legal address is
party B: ××× Co.， Ltd， and its legal address is
article 4
The organization form of joint venture company is a limited liability company. The liabilities of each party to the joint venture company 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 company shall be shared by the parties in proportion to their contributions of the registered capital.
Article 5
The joint venture company 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 company shall be governed by the laws. decrees and pertinent rules and regulations of the People's Republis of China.
Chapter 2 The Purpose， Scope and Scale of the Business
Article 6
The prupose of the parties to the joint venture is in conformity with the wish of enhancing the economic cooperation and technical exchanges， to raise economic results and ensure satisfactory economic benefits for each investor by improving the product quality， devloping new products， and gaining competitive position in the world market in quality and price through advanced and appropriate technology and scientific management.
Article 7
Business scope of the joint venture company is
Article 8
The production scale of the joint venture company are at follows:
Article 9
The produets of the joint venture company will be sold on Chinese market and overseas market and after-sale services will be provided by themslves. In order to pursuing the success and development of the joint venture company， the joint venture company shall give the top priority on export of the prodacts and earning foreign currency.
Chapter 3 Total Amount of Investment and the Registered Capital
Article 10
The total amount of investment of the joint venture company is V. S. Dollars. The regis tered capital for the joint venture company is V. S. Dollars.
Article 11
Both parties shall contribute the
capital as sollows:
Party A shall pay accounts for %
includes:l)
2)
Party B shall pay accounts for %
includes:1) Factory site and others: us Dollars;
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 13
After the payment of investment by the parties to the joint venture， a Chinese registered accountant invited by the joint venture company shall verify it and provide a certificate for contributed investment. Thereafter the joint venture company shall issue an investment certificate to confirm the date and amount of the contribution.
ArticIe14
Within the term of the joint venture， the joint venture company shall not reduce its registered capital. Neither party shall be allowed to mortgage any part of the investment to the third party.
Article 15
Any increase， assignment of the registered capital of the joint venture company shall be approved by the board of directors and submitted to the original examining and approving au-thority for approval. The registration procedures for changes shall be dealt with at the original registration and administration office.
Chapter 4 The Board of Directors
Article 16
The joint venture company shall establish the board of directors which is the highest au-thority of the joint venture company.
Article 17
The board of directors shall decide all major issues concerning the joint venture compa-ny.As for the following issues. unamious approval shall be required:
l)amending the Articles of Association of the joint venture company ;
2)discussing and deciding the termination and dissolution of the joint venture company;
3)deciding the merger， affiliation and consolidation of the joint venture company with other economic organization;
4)deciding the increase and assignment of the registered capital;
5)deciding to set up branches;
6)ratifying the project of development on medium term and long term;
7)deciding an annual management strategy and plan;
8)ratifying fiscal budget， fiscal report and accounting statement;
9)deciding the plan on annual profits sharing;
l0)inviting and dismissing the general manager and the deputy general managers;
11)settling the disputes between each party to the joint venture and joint venture company.
As for other matters， approval by more than_________ directors shall be required. such as;
1)deciding the top line of annual circulating capital and issues on purchasing， leasing and mortgage of assets in the joint venture company;
2)approving. the labor contracts and other important regulations of the joint venture company;
3)examining and approving the annual business report submitted by the general manager;
4)inviting and dismissing the senior adminiatrative personnal who shall be recommended by general manager， and deciding their salary and welfare;
5)deciding the system of salary and welfare for staff and workers in joint venture company in accordance with the relevant regulations of China;
6)defining and adjusting the stracture of the joint venture company
7)deciding the proportion of allocation for reserve funds， expension funds and bonuses from the taxed profits of joint venture company;
8)deciding the types and scope of insurances for joint venture company
9)deciding the scope of authorized power for the general manager;
10)deciding the plan on living houses and other welfare for staff and workers of joint venture company;
11)deciding other matters which shall made decision by the board of directors.
Article 18
The board of directors shall consist of directors. of which directors shall be appointed by Party A， by Party B. The term of office for the directors is four years and may be renewed.
When appointing and replacing directors， a written notice shall be submitted to the board and the other party.
Article 19
The board of directors shall convene at least one meeting every year. The chairman may convene an interim meeting based on a proposal made by more than _______(including )directors. The board meeting will be held in principle in ________.
Article 20
The chairman shall give each director a written notice thirty (30) days before the date of the board meeting. The notice shall cover the agenda， time and place of the. Should the directors be unable to attend the board meeting meeting， he may present aproxy in written
form to the board.
In case the director neither attends nor entrusts others to attend the meeting， he will be regarded as abstention.
Article 22
The board meeting requires a quorum of over three quarter of the total number of directors. When the quorum is less than three quqrter， the decisions adopted by the board meeting are invalid. Detailed written records shall be made for each board meeting and signed by all the attended directors or by the attended proxy. The record shall be made in Chinese and in English， and shall be filed with the company.
Chapter 5 Business Management Office
Article 22
The joint venture company shall establish a management office which shall be responsible for its daily management. The management office shall have one general manager， deputy general managers. They shall be invited by the board of directors whose term of office is four years and may be renewed by the board of directors.
Article 23
The system of job responsibility of the general manager under the board of directors is adopted by the joint venture company. The general manager shall be responsible to the board of directors directly， carry out the decisions of the board of direct
