中外合资经营合同(中英文)(6)

　　Article 23

　　In order to provide maintenance service to the products sold both in China or abroad， the joint venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department.

　　Article 24

　　The trade mark of the joint venture s products is __________.

　　Chapter 9 The Board of Directors

　　Article 25

　　The date of registration of the joint venture company shall be the date of the establishment of the board of directors of the joint venture company.

　　Article 26

　　The board of directors is composed of __________directors， of which ___________shall be appointed by Party A， _________by Party B. The chairman of the board shall be appointed by Party A， and its vice-chairman by Party B. The term of office for the directors， chairman and vice-chairman is four years， their term of office may be renewed if continuously appointed by the relevant party.

　　Article 27

　　The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues (Note： The main contents shall be listed in the light of Article 36 of the Implementing Regulations for the Joint Venture Law) concerning the joint venture company. Unanimous approval shall be required for any decisions concerning major issues. As for other matters， approval by majority or a simple majority shall be required.

　　(Note： It shall be explicitly set out in the contract).

　　Article 28

　　The chairman of the board is the legal representative of the joint venture company. Should the chairman be unable to exercise his responsibilities for any reason， he shall authorize the vice- chairman or any other directors to represent the joint venture company temporarily.

　　Article 29

　　The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file.

　　Chapter 10 Business Management Office

　　Article 30

　　The joint 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 _______， _______ deputy general managers， _______by Party ______; _______by Party ________. The general manager and deputy general managers whose terms of office is ________ years shall be appointed by the board of directors.

　　Article 31

　　The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the joint venture company. The deputy general managers shall assist the general manager in his work. Several department managers may be appointed by the management office， they shall be responsible for the work in various departments respectively， handle the matters handed over by the general manager and deputy general managers and shall be responsible to them.

　　Article 32

　　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 33

　　In its purchase of required raw materials， fuel， parts， means of transportation and articles for office use， etc.， the joint venture company shall give first priority to purchase in China where conditions are the same.

　　Article 34

　　In case the joint venture company entrusts Party B to purchase equipment on the overseas market， persons appointed by the Party A shall be invited to take part in the purchasing.

　　Chapter 12 Preparation and Construction

　　Article 35

　　During the period of preparation and construction， a preparation and construction office shall be set up under the board of directors. The preparation and construction office shall consist of _________ persons， among which ________ persons will be from Party A， _______ persons from Party B. The preparation and construction office shall have one manager recommended by Party _________， and one deputy manager by Party ________. The manager and deputy manager shall be appointed by the board of directors.

　　Article 36

　　The preparation and construction office is responsible for the following concrete works： examining the designs of the project， signing the project construction contract， organizing the purchase and inspection of related equipment， materials， etc.， working out the general schedule of project construction， compiling the expenditure plans， controlling project financial payments and final accounts of the project， drawing up managerial methods and keeping and filing documents， drawings， files and materials， etc.， during the construction period of the project. …… 此处隐藏：2800字，全部文档内容请下载后查看。喜欢就下载吧 ……