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1、 Articles of Association for Joint Ventures Using Chinese and Foreign Investment Chapter 1 General ProvisionsArticle 1In accordance with the Law of the Peoples Republic of China on Joint Ventures Using Chinese and Foreign Investment and the contract signed by _company (hereinafter referred to Party
2、A) and _company (hereinafter referred to Party B) on the articles of association hereby is formulated.Article 2The name of the joint venture company shall be _Limited Liability Company.Its name in foreign language is _.The legal address of the joint venture company is at _.Article 3The names and leg
3、al addresses of the parties to the joint venture are as follows:Party A: _.Legal address:Party B: _.Legal address:Article 4The joint venture company is a limited liability company.Article 5The joint venture company has the status of a legal person in China and is subject to the jurisdiction and prot
4、ection of Chinas laws concerned. All its activities shall be governed by Chinese laws, decrees and other pertinent rules and regulations. Chapter 2 Purpose , Scope of Business and Scale of ProductionArticle 6The purpose of the joint venture company is to produce and sell _products and to reach highe
5、r level on the principle of equality for obtaining satisfactory economic benefits for the parties to the joint venture company. .Article 7The business scope of the joint venture company is to design, manufacture and sell products and provide after-sale service.Article 8The scale of production of the
6、 joint venture company is as follows:Yearly production:Ground space:Staff and workers:Article 9The joint venture company may sell its products on the Chinese domestic market and on the international market, its selling proportion is as follows:_% for export , _% for the domestic market. Chapter 3 Th
7、e Total Amount of Investment and the Registered CapitalArticle 10The total amount of investment of the joint venture company is USD_. Its registered capital is USD_.Article 11The investment contributed by each party is as follows: Party A: Investment subscribed is USD _ ,accounts for _% of the regis
8、tered capital.Party B: Investment subscribed is USD _, accounts for _% of the registered capital.Article 12The parties to the joint venture shall pay in all the investment subscribed according to the time limit stipulated in the contract.Article 13After the investment is paid by the parties to the j
9、oint venture , a Chinese registered accountant invited by the joint venture company shall verify it and provide a certificate of verification. According to this certificate, the joint venture shall issue an investment certificate which includes the following items: name of the joint venture ; date o
10、f the establishment of the joint venture; names of the parties and the investment contributed; date of the contribution of the investment, and the date of issuance of the investment certificate.Article 14Within the term of the joint venture, the joint venture company shall not reduce its registered
11、capital.Article 15Any increase of the registered capital of the joint venture company shall be approved by the board of directors and submitted to the original examination and approval authority for approval. Article 16Should one party assign all or part of its investment subscribed, consent shall b
12、e obtained from the other party of the joint venture. When one party assigns its investment, the other party has preemptive right.Article 17 Chapter 4 The Board of DirectorsArticle 18The joint venture shall establish the board of directors which is the highest authority of the joint venture company.
13、Article 19The board of directors shall decide all major issues concerning the joint venture company . Its functions and powers are as follows:-deciding and approving the important reports submitted by the general manager (for instance: production plan, annual business report, funds, loans, loans, et
14、c);- approving annual financial report, budget of receipts and expenditures, distribution plan of annual profits;- adopting major rules and regulations of the company;- deciding to set up branches;- amending the articles of association of the company;- discussing and deciding the termination of prod
15、uction, termination of the company or merging with another economic organization;- deciding the engagement of high-rank officials such as the general manager, chief engineer, treasurer, auditor etc;- being in charge of expiration of the company and the liquidation matters upon the expiration of the joint venture company;-
