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English英语译成Chinese汉语: U.S.-Chinese Joint Venture - Articles of Association General field: 法律/专利 Detailed field: 法律：合同
原文文本 - English英语 ARTICLES OF ASSOCIATION FOR [ ]
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 Joint Venture Company
Chapter 11 Rules and Regulations
Chapter 12 Applicable Law
Chapter 13 Supplementary Articles
In accordance with the "Law of the People's Republic of China on Joint Venture Using Chinese and Foreign Investment" and the agreement signed on [ ] in [ ], China，by [ ] (hereinafter referred to as “Party A”), and [ ] (hereinafter referred to as “Party B”)，to set up a cooperative joint venture，[ ] (a Limited Liability Company) (hereinafter referred to as “Joint Venture Company”)，the Articles of Association hereby is formulated.
(a) Capital expenditures of the Company not expressly authorized in the Business Plan, or entering into any contracts where the cumulative value is in excess of RMB [ ] million.
The Tax Advisor shall be replaced only in accordance with unanimous consent of the Board.
By the Establishment Date, the Parties shall also agree to the Company's first Business Plan (the "Business Plan") that covers the [ ] (#) full fiscal years following the establishment of the Company. The Parties shall ensure that the directors appointed by each Party unanimously approve the Company's first Business Plan as it relates to the first fiscal year of the Company. The Company shall follow Chapter 10 of the JV Contract each year as it applies to approval of an annual business plan. Any excess expenses charged to the company and not in the approved business plan, will be charged to that party’s profit percentage, and not included as a company expense. Both parties shall also have the right to enter into a joint development agreement with the company to fairly compensate each party for services performed throughout the planning and construction terms. Any such development agreement shall be a company expense, have equal monthly payment terms, and shall be based upon a percentage of total project costs not to exceed [ ]%.
The joint venture company shall allocate reserve funds，expansion funds and bonuses welfare funds for staff and workers after payment of taxes. The proportion of allocation shall be decided by the board of directors, but shall not exceed [ ]% of annual after-tax net profits.
After paying the taxes in accordance with law and allocating reserve funds，the remaining [ ]% profits in net will be distributed according to the proportion of each party's ownership percentage.
The joint venture company shall distribute its profits once a year. The profit distribution plan and amount of profit distributed to each party shall be published within the first three months following each fiscal year.
The joint venture company shall comply with all laws necessary for continued registration, approval, and reporting under Sino-Foreign Joint Venture law, including but not limited to, all required tax registrations, verification reports, VAT compliance, or any other required government forms or approvals to insure profits can be distributed each year without delay.
Foreign employees of the Company shall comply with and be subject to relevant Chinese labor laws. All employees shall have proper experience for their position, designated duties for the benefit of only the Joint Venture and no other company, and be paid a fair and reasonable salary for the work performed.
The salary treatment of the staff and workers shall be set by the board of directors according to the specific situation of the joint venture company, with reference to the regulations issued by the Bureau of Labor，and shall be specified in detail in the labor contract. The salary of the staff and workers shall be set and increased correspondently with the development of production and the progress of the worker's ability and technology. The pensions of the staff and workers who retired from the joint venture company shall be paid according to the specific regulations issued by the Bureau of Labor.
The matters concerning the welfare funds, bonuses，labor protection and labor insurance，etc，shall be stipulated respectively in various rules by the joint venture company in accordance with relevant regulations of the People's Republic of China， to ensure that the staff and workers go in for production and work under normal condition.
The staff and workers of Joint Venture Company have the right to establish trade union organization and carry out activities in accordance with the stipulation of the "Trade Union Law of the people's Republic of China".
The trade union in the joint venture company is the representative of the interests of the staff and workers. The tasks of the trade union are: to protect the democratic rights and material interests of the staff and workers pursuant to the law; to assist the joint venture company to arrange and make rational use of welfare funds and bonuses; to organize political，professional，scientific and technical studies，to carry out literary，art and sports activities; and to educate staff and workers to observe labor discipline and strive to fulfill the economic tasks of the joint venture company.
The persons in charge of the trade union of the joint venture company has the right to attend as nonvoting members and to report the opinions and demands of staff and workers to meetings of the board of directors held to discuss issues such as development plans，production and managing activities of the joint venture company.
The trade union shall take part in the mediation of disputes arising between the staff and workers and the joint venture company.
The joint venture company may allot an amount of money totally no more than [ ]% of all the salaries of the staff and workers of the joint venture company as trade union's funds which shall be used by the trade union in accordance with the "Managerial Rules for the Trade Union Funds" formulated by the All China Federation of Trade Union. Any such amount will be included as part of the [ ]% reserve funds described in Article 37.
On completion of the liquidation，the joint venture company shall submit a liquidation report to the original examining and approving authority， go through the formalities for nullifying its registration in the original registration office and hand in its business license，at the same time，make an announcement to the public.
After winding up of the Joint Venture Company，its accounting books shall be left in the care of Party A.
Following are the rules and regulations that will be formulated by the board of directors of the joint venture company:
1) Management regulations, including the powers and functions of the managerial employees and its working rules and procedures;
2) Rules for the staff and workers;
3) System of labor and salary;
4) System of work attendance record，promotion and awards and penalty for the staff and workers;
5) Detailed rules of staff and worker's welfare;
6) Financial system and reporting requirements;
7) Liquidation procedures upon the dissolution of the joint venture company;
8) Other necessary rules and regulations.
Any amendment to the Articles of Association shall be unanimously agreed and decided by the board of directors and submitted to the original examining and approving authority for approval.
The Articles of Association are signed by the authorized representatives of both parties on ________________, 2014.
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