manager and other senior management.
The directors of the first board of directors are :
Chairman (1): ### (appointed by the Party A) Vice Chairman (1): ###### (appointed by the Party B) Director (4): ###### (appointed by the Party A)
####### (appointed by the Party A) ######## (appointed by the Party B) ##########(appointed by the Party B)
Article 18 The highest authority of the cooperative venture company shall be its board of directors . It shall decide all major issues concerning the cooperative venture company.
Unanimous approval shall be required for the following decisions concerning major issues:
1. The amendment of the Contract and the Articles of Association 2. The termination or dissolution of the cooperative venture company 3. The increase, reduction or assignment of the registered capital of the Company
4. Merge with other economic organizations
As for other matters, approval by majority shall be required
Article 19 The chairman of the board is the legal representative of the cooperative venture company. The chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice-chairman to represent the cooperative venture company .
Article 20 The board of directors shall convene Twice meetings every year, normally be on June and December .The meeting shall be called and presided over by the chairman of the board. Following the agreement with the Vice Chairman , the chairman may convene an interim meeting . The chairman be unable to call and preside for any reason, the vice-chairman to preside it .Minutes of the meetings shall be placed on file.
The Chairman shall give each director notice at least three weeks in advance of each regular Board meeting , specifying the date, the time ,the place，and the proposed draft resolutions of the Board meeting.
Chapter 9 The Supervisors and the Supervisory Board
Article 21 There is 1 Supervisor in the cooperative venture company, The term of the Supervisor is three years, the term may be renewed. The directors and other senior management shall not act as the Supervisor
Article 22 and 23 Duties and Responsibilities of the Supervisor: The relevant provisions about the supervisors in THE COMPANY LAW OF THE PEOPLE'S REPUBLIC OF CHINA Chapter 10 Business Management Office
Article 24 The cooperative venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party B; a deputy general managers, appointed by Party A. The terms of the
general manager and the deputy general managers are 3 years . Article 25 Duties and Responsibilities of the general manager: 1. Carry out the Contract, the Articles of Association and the decisions of the board meeting.
2.. Appoint the department managers as appropriate to be responsible for the work of their respective departments. ,and record them to the Board.
3. Decide the operational structure 4. Report its work to the board regularly
5. Do the decision on the procurement of the raw materials and the spare parts, the product sales and the lending. 6. Do the decision on the sales price of the products.
7. Do the business contact with the important business units, negotiate and
sign the documents
8. Preside the daily meetings, carry out the decisions of the meetings 9. Solve the issues with the department managers
10. Under the authority by the Board, attend to the arbitration and the conciliation meetings, or authorize somebody to attend to the arbitration and the conciliation meetings.
11. The final decision on the action of the employee 12.. Other matters shall be responsible by the general manager Duties and Responsibilities of the deputy general manager:
1. Assist the General Manager in the performance of his responsibilities..
2. Responsible for the daily management when the General Manager
go out
3. Participate in the business negotiations as the representative of the cooperative venture company.
4. deal with the other issues about its job
5. Other tasks shall be responsible by the deputy general manager The department managers shall report to and work under the supervision and direction of the General Manager and the deputy general manager.
Article 26 The general manager and the deputy general manager shall perform their respective duties on full time, shall not hold posts concurrently as general manager or deputy general manager in any other economic entity without Unanimous approval from all directors.. In case of graft or serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time.
Chapter 11 Purchase of Equipment
Article 27 In the purchase of the required raw materials, the fuel, the parts, the means of transportation and the articles for office use, etc., the cooperative venture company shall give first priority to purchase in China where the conditions are the same.
Article 28 The right of purchase is belong to the Cooperative Venture Company. Purchase equipment on the overseas market, subject to the requirements of Relevant Laws Chapter 12 Labor Management
Article 29 Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture company as a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law of the People's Republic of China on
Chinese-Foreign Cooperative Joint Ventures. The labor contracts shall be filed with the local labor management department after being signed. Article 30 The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board of directors.
Chapter 13 Taxes, Finance and Audit
Article 31 The cooperative venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.
Article 32 Staff members and workers of the cooperative venture company shall pay individual income tax according to the Individual Income Tax Law of the People's Republic of China.
中外合作公司合同书（英文版）
