Article 33 Allocations for reserve funds, expansion funds of the cooperative venture company and welfare funds and bonuses for staff and workers shall be set aside in accordance with the provisions of the Joint Venture Law. The annual proportion of allocations shall be decided by the board of directors according to the business situation of the cooperative venture company.
The after-tax net profit of the Company (after the deduction of the allocations to the funds mentioned in clause above) shall be distributed to the Parties in proportion to their respective interests in the registered capital.
Article 34 The fiscal year of the cooperative venture company shall be from January 1 to December 31. All vouchers, receipts, statistic statements and reports shall be written in Chinese. Article 35 Financial checking and examination of the cooperative venture company shall be conducted by an auditor registered in China and reports shall be submitted to the board of directors and the general manager. In case Party B considers it necessary to employ a foreign auditor registered in another country to undertake annual financial checking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B.
Article 36 In the first three months of each fiscal year, the manager shall prepare the previous year's balance sheet, profit
and loss statement and proposal regarding the disposal of profits, and submit them to the board of directors for examination and approval.
Chapter 14 Duration of the Cooperative Venture
Article 37 The duration of the cooperative venture company is 30 years. The establishment date of the joint venture company shall be the date on which the business license of the cooperative venture company is issued.
An application for the extension of the duration, proposed by one party and unanimously approved by the other party, six months prior to the expiry date of the joint venture.
Chapter 15 The Disposal of Assets after the Expiration of the Duration Article 38 Upon the date of expiration of the joint venture,liquidation shall be carried out according to the relevant laws.. The liquidated assets shall be distributed in accordance with the proportion of investment contributed by Party A and Party B.
Chapter 16 Insurance
Article 39 Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the People's Insurance Company of China.
Chapter 17 The Amendment, Alteration and Termination of
the Contract
Article 40 The amendment of the contract or other appendices shall come into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority.
Article 41 In case of inability to fulfil the contract or to continue operation due to heavy losses in successive years as a result of force majeure, the duration of the cooperative venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority.
Article 42 Should the cooperative venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfil the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority, and to
claim damages. In case Party A and Party B of the cooperative venture company agree to continue the operation, the party who fails to fulfil its obligations shall be liable for the economic losses caused thereby to the joint venture company. Chapter 18 Liability for Breach of Contract
Article 43 Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract, the party in breach shall pay to the other party 1% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after 3 months, 3% of the contribution shall be paid to the other party, who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 42 of the contract.
Article 44 Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability therefor. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation. Chapter 19 Force Majeure
Article 45 Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the obligations for implementation of the contract or whether to delay the execution of the contract according to the effects of the events on the performance of the contract.
Chapter 20 Applicable Law
Article 46 The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People's Republic of China.
Chapter 21 Settlement of Disputes
Article 47 Any disputes arising from the execution of, or in connection with, the contract shall be settled through friendly
中外合作公司合同书（英文版）
