19、sociation hereby is formulated.Article 2The names of the joint venture company shall bexx Limited Liability CompanyIts abbreviation isThe Legal address of the joint venture company is atArticle 3The names and legal addresses of each parties are as follows:Party A: x Co.，China，and its legal addre 。

20、ss is party B: xxx Co.，Ltd，and its legal address is article 4The organization form of joint venture company is a limited liability company. The liabilities of each party tothe joint venture company just limits to its contributed capital ，which stipulated in the Articles of Associationor in the r 。

21、evised 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 5The joint venture company has the status of a legal person and is subject to the jurisdiction and protection ofChinese。

22、laws concerned. All activities of the joint venture company shall be governed by the laws. decrees and pertinent rules and regulations of the Peoples Republis of China.Chapter 2 The Purpose，Scope and Scale of the BusinessArticle 6The prupose of the parties to the joint venture is in conformity wit 。

23、h the wish of enhancing the economic cooperation and technical exchanges，to raise economic results and ensure satisfactory economic benefits for each investorby improving the product quality ，devloping new products，and gaining competitive position in the world market in quality and price through 。

24、 advanced and appropriate technology and scientific management.Article 7Business scope of the joint venture company isArticle 8The production scale of the joint venture company are at follows:Article 9servicestheThe produets of the joint venture company will be sold on Chinese market and overseas ma 。

25、rket and after-sale will be provided by themslves. In order to pursuing the success and development of the joint venture company 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 CapitalArt 。

26、icle 10The 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 11Both parties shall contribute the capital as sollows:Party A shall pay accounts for % includes:l)2)Party B shall pay accounts for % in 。

27、cludes:1) Factory site and others: us Dollars;
2) Eauipment: us DollarsArticle 12The 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 Chin 。

28、ese 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.ArticIe14Within the term of the joint ven 。

29、ture，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 15Any increase，assignment of the registered capital of the joint venture company shall be approved by the board of directors an 。

30、d 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 DirectorsArticle 16The joint venture company shall establish the board of directors w 。

31、hich is the highest au-thority of the joint venture company.Article 17The 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) d 。

32、iscussing and deciding the termination and dissolution of the joint venture company;
3) deciding the merger，affiliationand 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)。

33、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 genera 。

34、l 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 th 。

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标题：中外合资企业|中外合资企业章程( 四 )