第一章 总则

Chapter 1 General Provision

第二章 宗旨、经营范围

Chapter 2 The Purpose l Scope and Scale of the Business

第三章 投资总额和注册资本

Chapter 3 Total Amount of Investment and the Registered Capital

第四章 董事会

Chapter 4 The Board of Directors

第五章 经营管理机构

Chapter 5 Business Management Office

第六章 财务会计

Chapter 6 Finance and Accounting

第七章 利润分配

Chapter 7 Profit Sharing

第八章 职工

Chapter 8 Staff and Workers

第九章 工会组织

Chapter 9 The Trade Union Organization

第十章 期限、终止、清算

Chapter 10 Duration, Termination and Liquidation of the Jint Venture Company

第十一章 规章制度

Chapter 11 Rules and Regulations

第十二章 适用法律

Chapter 12 Applicable Law

第十三章 附则

Chapter 13 Supplementary Articles

第一章 总则

Chapter 1 General Provision

第一条 根据《中华人民共和国中外合资企业法》,和中国×公司(以下简称甲方)与×国×××公司)合资经营合同,


Article 1 In accordance with the”Law of the People’s Republic of China on joint Venture Using Chinese and Foreign

Investment” and the contract signed on in_________ ,china, by, ×Co. (hereinafter referred to as Party A). and ×××Co.,

Ltd. (hereinafar referred to as Party A), to set up a joint venture, ×× Limited Liability Company (hereinafter referred to as

joint venture company), the Articles of Association hereby is formulated。

第二条 合营公司中文名称为:××有限公司

Article 2 The names of the joint venture company shall be ××Limited Liability Company。


Its abbreviation is ______________。


The Legal address of the joint venture company is at

第三条 甲、乙双方的名称、法定地址为:

Article 3 The names and legal addresses of each parties are as follows:____________


Party A: × Co. , China, and its legal address is


party B: ××× Co., Ltd, and its legal address is

第四条 合营公司的组织形式为有限责任公司。

Article 4 The organization form of joint venture company is a limited liability company。


The liabilities of each party to the joint venture company just limits to its contributed capital, which stipulated in the

Articles of Association or in the revised afterwards。


The profits, risks and losses of the joint venture company shall be shared by the parties in proportion to their

contributions of the registered capital。

第五条 合营公司为中国法人,受中国法律管辖和保护,其一切活动必遵守中国的法律、法令和有关条例规定。

Article 5 The joint venture company has the status of a legal person and is subject to the jurisdiction and protection of

Chinese laws concerned. All activities of the joint venture company shall be governed by the laws, decrees and pertinent

rules and regulations of the People’s Republic of China。

第二章 宗旨、经营范围

Chapter 2 The Purpose,Scope and Scale of the Business




Article 6 The prupose of the parties to the joint venture is in conformity with the wish of enhancing the economic

cooperation and technical exchanges, to raise economic results and ensure satisfactory economic benefits for each

investor by improving the product quality, devloping new products, and gaining competitive position in the world market

in quality and price through advanced and appropriate technology and scientific management。

第七条 合营公司经营范围为:

Article 7 Business scope of the joint venture company is

第八条 合营公司生产规模为:

Article 8 The production scale of the joint venture company are at follows:

第九条 合营公司向国内、外市场自行销售其产品,并开展有关的其他服务。

Article 9 The products of the joint venture company will be sold on Chinese market and overseas market and after-sale

services will be provided by themselves。


In order to pursuing the success and development of the joint venture company, the joint venture company shall give the

top priority on export of the products and earning foreign currency。

第三章 投资总额和注册资本

Chapter 3 Total Amount of Investment and the Registered Capital

第十条 合营公司的投资总额为____美元

Article 10 The total amount of investment of the joint venture company is V. S. Dollars。


The registered capital for the joint venture company is V. S. Dollars。


Party A shall pay accounts fo____% ______ includes:____________


1) Factory site and others: us Dollars;


2) Equipment: us Dollars


Party B shall pay accounts fo____% _____ includes:

第十二条 甲、乙方应按合同规定的期限缴清各自的出资额。

Article 12 The amount of the investment in Article 10 shall be paid by Party A and Party B according to the time limit

stipulated in the contract。

第十三条 甲、乙方缴付出资额后,经合营公司聘请在中国注册的会计师验资,具验资报告后,由合营公司据此发


Article 13 After the payment of investment by the parties to the joint venture, a Chinese registered accountant invited by

the joint venture company shall verify it and provide a certificate for contributed investment. Thereafter the joint venture

company shall issue an investment certificate to confirm the date and amount of the contribution。

第十四条 合营期内,合营公司不得减少注册资本数额。

ArticIe14 Within the term of the joint venture, the joint venture company shall not reduce its registered capital。


Neither party shall be allowed to mortgage any part of the investment to the third party。

第十五条 合营公司注册资本的增加、转让,应由董事会一致通过后,并报原审批机权批准,向原登记机构办理变


Article 15 Any increase, assignment of the registered capital of the joint venture company shall be approved by the board

of directors and submitted to the original examining and approving authority for approval. The registration procedures for

changes shall be dealt with at the original registration and administration office。

第四章 董事会

Chapter 4 The Board of Directors

第十六条 合营公司设董事会。董事会是合营公司的最高权力机构。

Article 16 The joint venture company shall establish the board of directors which is the highest authority of the joint

venture company。

第十七条 董事会决定合营公司的一切重大事宜,下列事宜,董事会应一致通过方可作出决定:

Article 17 The board of directors shall decide all major issues concerning the joint venture company for the following issues,

unanimous approval shall be required:


l)amending the Articles of Association of the joint venture company


2)discussing and deciding the termination and dissolution of the joint venture company;


3)deciding the merger, affiliation and consolidation of the joint venture company with other economic organization;


4)deciding the increase and assignment of the registered capital;


5)deciding to set up branches;


6)ratifying the project of development on medium term and long term;


7)deciding an annual management strategy and plan;


8)ratifying fiscal budget, fiscal report and accounting statement;


9)deciding the plan on annual profits sharing;


l0)inviting and dismissing the general manager and the deputy general managers;


11)settling the disputes between each party to the joint venture and joint venture company。


As for other matters, approval by more than_________ directors shall be required. such as;


1)deciding the top line of annual circulating capital and issues on purchasing, leasing and mortgage of assets in the joint

venture company;


2)approving. the labor contracts and other important regulations of the joint venture company;


3)examining and approving the annual business report submitted by the general manager;


4)inviting and dismissing the senior administrative personnel who shall be recommended by general manager, and

deciding their salary and welfare;


5)deciding the system of salary and welfare for staff and workers in joint venture company in accordance with the relevant

regulations of China;


6)defining and adjusting the structure of the joint venture company


7)deciding the proportion of allocation for reserve funds, pension funds and bonuses from the taxed profits of joint

venture company;


8)deciding the types and scope of insurances for joint venture company


9)deciding the scope of authorized power for the general manager;


10)deciding the plan on living houses and other welfare for staff and workers of joint venture company;


11)deciding other matters which shall made decision by the board of directors。

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