中外合资企业章程(附英文)

ARTICLES OF ASSOCIATIONof[] CO., LTD.【】August 2008TABLE OF CONTENTSPRELIMINARY STATEMENT (4)ARTICLE 1PARTIES TO THE JV COMPANY (4)1.1P ARTIES (4)ARTICLE 2DEFINITIONS (4)2.1D EFINITIONS (4)ARTICLE 3ESTABLISHMENT AND LEGAL FORM OF THE JV COMPANY (5)3.1E STABLISHMENT OF THE JV C OMPANY (5)3.2N AME AND A DDRESS OF THE JV C OMPANY (5)3.3L EGAL F ORM (6)3.4L AWS AND D ECREES (6)ARTICLE 4PURPOSE AND SCOPE OF BUSINESS (6)4.1P URPOSE OF THE JV C OMPANY (6)4.2S COPE OF B USINESS OF THE JV C OMPANY (6)ARTICLE 5TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL (6)5.1T OTAL I NVESTMENT (6)5.2R EGISTERED C APITAL (6)5.3C APITAL CONTRIBUTION (6)5.4C APITAL V ERIFICATION (7)5.5I NCREASE OR A DJUSTMENT OF T OTAL I NVESTMENT AND/OR R EGISTERED C APITAL (7)5.6A SSIGNMENT OF E QUITY I NTERESTS (7)5.7E NCUMBRANCE ON E QUITY R IGHTS (8)5.8F INANCING (8)ARTICLE 6BOARD OF DIRECTORS (9)6.1F ORMATION OF THE B OARD OF D IRECTORS (9)6.2I NDEMNIFICATION OF D IRECTORS (10)6.3M EETINGS OF THE B OARD (10)6.4P OWERS OF THE B OARD (11)6.5W RITTEN R ESOLUTIONS (12)ARTICLE 7MANAGEMENT ORGANIZATION (13)7.1M ANAGEMENT O RGANIZATION (13)7.2A PPOINTMENT AND R EPLACEMENT OF S ENIOR M ANAGEMENT P ERSONNEL (13)7.3S COPE OF S ENIOR M ANAGEMENT A UTHORITY AND P ERFORMANCE OF D UTIES (13)7.4M ANAGEMENT S TRUCTURE (14)ARTICLE 8SUPERVISOR (14)8.1S UPERVISOR (14)8.2T ERM OF O FFICE (14)8.3Q UALIFICATIONS (14)8.4P OWERS OF THE S UPERVISOR (14)ARTICLE 9LABOUR MANAGEMENT (15)9.1G OVERNING P RINCIPLE (15)9.2E MPLOYMENT E XAMINATION AND R ECRUITMENT (15)9.3C ONFORMITY WITH L ABOUR P ROTECTION (15)9.4T RADE U NION (15)ARTICLE 10FINANCIAL AFFAIRS AND ACCOUNTING (15)10.1A CCOUNTING S YSTEM (15)10.2F INANCIAL Y EAR (16)10.3A UDITORS (16)10.4B ANK A CCOUNTS AND F OREIGN E XCHANGE C ONTROL (16)ARTICLE 11DISTRIBUTION OF PROFITS (16)11.1D ISTRIBUTION OF P ROFITS (17)ARTICLE 12TAXATION AND INSURANCE (17)12.1I NCOME T AX AND O THER T AX (17)12.2I NSURANCE (17)ARTICLE 13DURATION OF THE JV COMPANY (17)13.1D URATION OF THE JV C OMPANY (17)13.2E XTENSION OF THE D URATION (18)ARTICLE 14MERGER, DIVISION, BANKRUPTCY, TERMINATION AND LIQUIDATION (18)14.1M ERGER OR D IVISION (18)14.2B ANKRUPTCY OR I NSOLVENCY (18)14.3T ERMINATION AND D ISSOLUTION (18)14.4L IQUIDATION (19)ARTICLE 15FORCE MAJEURE (19)15.1F ORCE M AJEURE (19)ARTICLE 16SETTLEMENT OF DISPUTES (20)16.1A RBITRATION (20)16.2E FFECT OF A RBITRATION A WARD (20)16.3C OSTS (20)16.4C ONTINUING R IGHTS AND O BLIGATION (20)ARTICLE 17APPLICABLE LAW (20)17.1A PPLICABLE L AW (20)ARTICLE 18MISCELLANEOUS PROVISIONS (21)18.1A MENDMENT (21)18.2S EVERABILITY (21)18.3L ANGUAGE (21)18.4E FFECTIVENESS (21)ARTICLES OF ASSOCIATION OF【】PRELIMINARY STATEMENTThese Articles of Association (hereinafter referred to as this “AOA”) of Pingnan County Wangkeng Hydropower Co., Ltd. (the “JV Company”) is formulated in accordance with the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures and the implementation regulations issued thereunder (collectively, the “Equity Joint Venture Law”), the Company Law of the People’s Republic of China(the “Company Law”)and other relevant laws and regulations of the People’s Republic of China (the “PRC”) and the Equity Joint Venture Contract for the Establishment of 【】Co., Ltd. entered into on the【】day of August 2008, by and between 【】and 【】in Fuzhou City, PRC.ARTICLE 1PARTIES TO THE JV COMPANY1.1Parties(1)Party A:【】,a company registered and established in accordance with the laws of theCayman Islands, with its registered address at 【】, the authorized representative is 【】,whose position is Chairman and nationality is the United States of America;(2)Party B: 【】, a PRC citizen with the PRC ID card number 【】.ARTICLE 2DEFINITIONS2.1DefinitionsUnless otherwise provided herein, the following terms used in this AOA shall have the meanings set forth below:“Affiliate”means, with respect to any entity, any other entity, which, directly or indirectly, is controlled by, under common control with, or in control of, such entity; the term “control” shall mean ownership of not less than fifty percent (50%) of the voting stock or registered capital, or the power to appoint or elect a majority of the directors or to direct the management of an entity.“Approval Authorities”means the governmental departments, authorized under the laws and regulations of the PRC regarding the examination and approval of foreign investment projects, which have the power to examine and approve the Joint Venture Contract and this AOA.“Joint Venture Contract”means the Equity Joint Venture Contract for the Establishment of Pingnan County Wangkeng Hydropower Co., Ltd. entered into on the 【】day of August 2008, by and between Party A and Party B in Fuzhou City, PRC.“Board of Directors” or “Board” means the Board of Directors of the JV Company from time to time as referred to in this AOA.“Business License”means the business license of the JV Company issued by the State Administration for Industry and Commerce or, if authorized, the relevant competent local Administration for Industry and Commerce.“Effective Date” means the effective date of this AOA, which shall be the first date upon which the Joint Venture Contract and this AOA are approved by the relevant competent Approval Authorities."Encumber" means to, directly or indirectly, pledge, mortgage, grant a security interest, or otherwise encumber, or enter into any contract, any voting trust or other agreement or arrangement therefor, and "Encumbrance" shall have correlative meanings.“Equity Interests” means, in respect of any Party, its capital contribution to the JV Company in accordance with the terms of the Joint Venture Contract and this AOA and all rights in relation to the JV Company accruing to and/or enjoyed by such Party as a result of such capital contribution including, without limitation, voting rights and rights to profits.“JV Company”means the Sino-foreign equity joint venture company to be established by the Parties under the terms of the Joint Venture Contract, this AOA and the laws of the PRC，namely, 【】Co., Ltd.“Liquidation Committee” has the meaning ascribed to it in Article 14 hereof.“Senior Management Personnel” means the JV Company’s General Manager, Deputy General Managers, Chief Accountant and any other management personnel who report directly to the General Manager.“Parties” means, collectively, Party A and Party B; “Party” means any one of them.“PRC”means the People’s Republic of China, for the purposes of this AOA only, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.“RMB” or “Renminbi” means the legal currency of the PRC.“Third Party” means any other natural person, legal person or other organization or entity other than the Parties hereto.“Three Funds” means the JV Company’s reserve fund, expansion fund and employee bonus and welfare fund constituted in accordance with and subject to the applicable regulations governing equity joint ventures in the PRC.ARTICLE 3ESTABLISHMENT AND LEGAL FORM OF THE JV COMPANY3.1Establishment of the JV CompanyThe Parties hereby agree to establish and operate the JV Company as a Sino-foreign equity joint venture enterprise in accordance with the Equity Joint Venture Law and other relevant PRC laws and regulations and the provisions of the Joint Venture Contract and this AOA.3.2Name and Address of the JV Company(1)The name of the JV Company shall be “【】” in Chinese and “【】” in English.(2)The address of the JV Company shall be 【】.3.3Legal FormThe JV Company shall be a limited liability company with independent legal status. The liability of each of the Parties for the debts and obligations of the JV Company shall be limited to its respective contribution to the registered capital, and shall be subject to the conditions, set out in accordance with relevant provisions of the Joint Venture Contract and this AOA. The profit, risks and losses of the JV Company shall be shared by the Parties in proportion to their contributions to the registered capital. The JV Company shall assume liabilities with all of its assets3.4Laws and DecreesThe activities of the JV Company shall be governed by the laws, decrees and relevant regulations of the PRC, and its legitimate rights and interests shall be protected by such laws, decrees and relevant regulations.ARTICLE 4PURPOSE AND SCOPE OF BUSINESS4.1Purpose of the JV CompanyThe purpose of establishing the JV Company is to enhance economic co-operation and technical exchanges, by adopting advanced and applicable technology and scientific management methods, so as to improve economic results and ensure satisfactory economic benefits for each investor. 4.2Scope of Business of the JV CompanyThe scope of business of the JV Company shall be: development, operation and management of hydropower generation.ARTICLE 5TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL5.1Total InvestmentThe total investment of the JV Company shall be RMB【】.5.2Registered CapitalThe total amount of the JV Company’s registered capital shall be RMB 【】.5.3Capital contribution(1)The subscribed capital contribution of each Party shall be an aggregate amount asfollows:Party A: shall contribute in cash in the amount of RMB 【】representing ninety percent(90%) of the registered capital of the JV Company;Party B: shall contribute in cash in the amount of RMB【】representing ten percent(10%) of the registered capital of the JV Company.(2)Party A and Party B shall pay its subscribed capital contribution in accordance withrelevant provisions of the Joint Venture Contract.(3)Neither Party shall be obliged to contribute if it becomes apparent that the other Party willnot be able to contribute.5.4Capital VerificationA Chinese registered accounting firm, engagement of which has been approved by the Board ofDirectors, shall promptly verify each Party’s payment of its contribution and issue a capital verification report to the JV Company within sixty (60) days of the date of each such contribution.The JV Company shall issue a contribution certificate to each Party in the form prescribed by the Equity Joint Venture Law, signed by the Chairman of the Board and sealed with the JV Company's stamp, within thirty (30) days of the date of receipt of the relevant capital verification report, and, if required, copies thereof shall be submitted to the Approval Authorities and any other relevant authorities for the record.5.5Increase or Adjustment of Total Investment and/or Registered CapitalAny increase or adjustment of the total investment and/or registered capital of the JV Company shall be subject to the written agreement of each Party, the unanimous approval of each Director and the approval of the Approval Authorities. The Parties shall cooperate in endeavoring to obtain all approvals that may be required for any such increase or adjustment. Upon receipt of the required approval for any such increase or adjustment, the JV Company shall promptly register the changes with the relevant Administration for Industry and Commerce.5.6Assignment of Equity Interests(1)Neither of the Parties shall transfer or assign all or any part of its Equity Interests in the JVCompany to any Third Party without (i) written approvals of the Approval Authorities and (ii)the transferee executing and delivering a legally binding document in a form reasonablysatisfactory to the other Parties under which it agrees to be bound by the terms and conditionsof the Joint Venture Contract as though it had been a Party.(2)Where a Party intends to transfer or assign all or any part of its Equity Interests to any ThirdParty, that Party shall first offer to sell to the other Party, and the other Party shall have apre-emptive right to purchase such Equity Interests at the same price and on the same terms andconditions as the intended transfer or assignment to any Third Party.(3)Each such offer shall be made by a notice specifying the price and terms and conditions and theEquity Interests which are on offer. The notice shall invite the recipient to state in writingwithin a period of ten (10) days whether it is willing to purchase any Equity Interests and, if so,the maximum amount of the Equity Interests on offer.(4)At the expiration of the time stipulated by the offer pursuant to Article 5.6(3), the Party whointends to transfer or assign all or any part of its Equity Interests shall, subject to the writtenapprovals of the Approval Authorities, transfer or assign its Equity Interests to or amongst theother Parties who have notified their willingness to take any of the Equity Interests offered.Subject to applicable PRC laws and regulations, any Equity Interests not purchased by the otherParty may, at the discretion of the Party which made the offer to the other Party, be transferredor assigned to any Third Party at the price and on the terms and conditions not less favorablethan those offered to the other Party.(5)Subject to Article 5.6 (1), any Party may transfer all or any part of its Equity Interests in the JVCompany to any of its Affili ates who in turn may further transfer to any other of that Party’sAffiliates without proceeding in accordance with Article 5.6(2), (3) and (4).(6)Upon any transfer under Article 5.6, each Party agrees promptly to take all actions and to signall documents, and to procure its appointees on the Board of Directors to take promptly allactions and sign all documents, including, without limitation, to pass Board resolutionsapproving such transfer and any amendments to the Joint Venture Contract and this AOA, thatare required to effect such transfer of the Equity Interests in the JV Company pursuant to PRClaws. Any such proposed transfer shall be submitted to the Approval Authorities for approvaland, following receipt of such approval, the JV Company shall carry out the requisiteprocedures for the amendment of its registration with the relevant Administration for Industryand Commerce.5.7Encumbrance on Equity RightsNeither of the Parties shall, without the written consent of the other Party, encumber all or any part of its Equity Interests.5.8Financing(1)Should additional funding be required by the JV Company, the following methods in order ofpriority shall be adopted:1)Financing from banks and financial institutions;2)Loans from the Parties (“Shareholders’ Loans”); or3)Increase of the registered capital of the JV Company.(2)The Parties shall jointly co-operate and undertake to exercise their best endeavors to securefinancing for the JV Company from banks and other financial institutions (“ExternalFinancing”) on the best available commercial terms. External Financing for the JV Companyshall be procured using the JV Company’s assets as security, if necessary, and, whereverpossible, without any additional security or guarantee being provided by the Parties.(3)In the event that any support from the Parties (whether by way of loans, security, guarantees,indemnities, warranties or other undertakings) (“Financial Support”) is required to be givenby the Parties in respect of the JV Company, to finance or to secure any financing for the JVCompany, the Parties shall provide Financial Support in proportion to their respectiveprevailing shareholding percentages and on a several basis. In the event that any Party providesless than its respective proportion of Financial Support and such portion of Financial Support isprovided or borne by another Party (the “Responsible Party”):(a) the first Party shall, in respect of such portion of Financial Support provided or borne bythe Responsible Party (“Additional Financial Support”), indemnify the ResponsibleParty in full for any losses, liabilities, costs (including without limitation, legal costs on afull indemnity basis), charges, expenses, actions, proceedings, claims and demandsincurred by the Responsible Party as a result thereof; and(b) in the event that the Additional Financial Support by the Responsible Party is in the formof Shareholders’ Loan, then, subject to all applicable PRC laws, regulations and necessaryapprovals of PRC governmental authorities, notwithstanding anything provided in theJoint Venture Contract and this AOA, the Responsible Party shall be entitled, at its soleand absolute discretion and at any time upon request, to additional equity interests in theregistered capital of the JV Company based on proportion to Shareholders’ Loancontributed by the Responsible Party and through the conversion of the AdditionalFinancial Support from loan to additional equity interests and without the payment of anyadditional consideration or price for such additional equity interests.(4)All Shareholders’ Loans shall, unless otherwise agreed to by both Parties or provided by anyPRC laws or regulations, be on the following terms:-(a) bearing interest at a rate mutually agreed by the Parties and in compliance with allapplicable PRC laws and regulations and applicable equally to both Parties;(b) unless otherwise agreed by the providers of the JV Company’s External Financing, besubordinated to all External Financing; and(c) shall not be assignable w ithout the JV Company’s prior written consent other than inconnection with the transfer of Equity Interests and for the purposes of assigning suchloan to the transferee.(5) In the event that the Parties agree that each shall borrow funds from banks or financialinstitutions in order to furnish Shareholders’ Loans to the JV Company and that such financingshall be procured using any security, subject to all relevant PRC laws and regulations, it shallbe a condition of such agreement that the lenders of each Party shall be entitled to such securityon a pari passu basis, in proportion to the prevailing shareholding percentage of that Party.ARTICLE 6BOARD OF DIRECTORS6.1Formation of the Board of Directors(1)The Board of Directors shall be the highest authority of the JV Company. The date ofissuance of the Business License shall be deemed to be the date of establishment of the Boardof Directors.(2)The Board of Directors shall comprise five (5) Directors, four (4) of whom shall be appointedby Party A, one (1) of whom shall be appointed by Party B. The Chairman of the Board ofDirectors shall be appointed by Party A who shall serve as the legal representative of the JVCompany.(3)Each Director shall be appointed for a term of four (4) years, provided that the Party, which hasappointed a Director, may remove that Director and appoint a replacement at any time. ADirector may serve consecutive terms if reappointed by the Party that originally appointed him.If a seat on the Board of Directors is vacated by the retirement, resignation, removal, disabilityor death of a Director, the Party that originally appointed such Director shall appoint asuccessor to serve out such Director's term.(4)Directors shall serve without any remuneration. The reasonable expenses incurred by theDirectors for the performance of their duties as Directors shall be reimbursed by the JVCompany following approval by the Board of Directors. The content mentioned above shall notprohibit the JV Company pay salaries to Directors who are in the capacity of SeniorManagement Personnel or employees of the JV Company.(5)Any appointment, removal or replacement of a Director appointed by a Party shall be made inwriting and signed by the duly authorized officer of the appointing Party. To appoint or removea Director, or to designate or change the Chairman, the relevant Party shall notify the otherParty in writing. The appointment and removal of a Director, and the designation and change ofthe Chairman, shall become effective upon receipt of such notice by the JV Company at itsregistered address or at the date of appointment, removal or replacement specified in the notice,whichever is the later. Any such appointment, removal, designation or change shall be filedwith the relevant Administration for Industry and Commerce to the extent required by PRC law.Neither Party shall have the right to object to the appointment of a Director by the other Party.6.2Indemnification of DirectorsThe JV Company shall indemnify each Director against any claim or liability arising from performing his obligations as a Director, provided that such claim or liability is not a result of any misconduct or violation of criminal law.6.3Meetings of the Board(1)The first meeting of the Board of Directors shall be held within sixty (60) days of the date ofissuance of the Business License. Thereafter, the Board of Directors shall hold at least one (1)meeting at the registered address of JV Company in each calendar year. Upon the writtenrequest of one-third or more of the Directors of the JV Company specifying the matters to bediscussed, the Chairman of the Board shall within thirty (30) days of receipt thereof convene ameeting of the Board of Directors.(2)The Chairman of the Board shall give written notice, including the time and place of themeeting and the agenda, to each of the Directors at least ten (10) days or such other shorterperiod as may be mutually agreed by the Directors prior to any meeting of the Board. Nodecision shall be taken on any matter at a Board Meeting unless notice of such matter shallhave been given in the manner aforesaid or waiver of such notice has been given in respect ofsuch matter by all of the members of the Board. The Chairman of the Board shall determine theagenda for Board meetings and shall be responsible for convening and presiding over suchmeetings. If the Chairman of the Board fails to attend a Board meeting, a Director jointlyelected by half of all Directors of the Board shall convene and preside over the meeting.The meeting of the Board may be held at the registered address of the JV Company or suchother place as the majority of Directors may agree in writing or through audio-visualconference or other methods of simultaneous communication by electronic, telegraphic or otherforms by which all persons participating in the meeting are able to hear and be heard at alltimes by all other participants without the need for a Director to be in the physical presence ofthe other Directors provided always that any Director participating in such simultaneouscommunication declares at the outset of the meeting that he acknowledges that participation inthe simultaneous communication constitutes his presence in the meeting. The Directorsparticipating in such simultaneous communication shall be counted in the quorum for suchmeeting and subject to there being a requisite quorum at all times during such meeting, allresolutions agreed by the Directors in such meeting shall be deemed to be as effective as aresolution passed at a meeting in person of the Directors duly convened and held. A Directormay disconnect or cease to participate in the meeting if he makes known to all other Directorsparticipating that he is ceasing to participate in the meeting and such Director shall,notwithstanding such disconnection, be counted in the quorum for such part of the meeting.The minutes of such meeting shall be circulated to all Directors who attended such a meetingfor comments not later than fourteen (14) days after the conclusion of such meeting, andsubject as aforesaid, the minutes of such meeting after incorporating comments (if any) fromthe Directors, signed by the Chairman shall be conclusive evidence of any resolution of anymeeting conducted in the manner as aforesaid. A meeting conducted by the aforesaid means isdeemed to be held at the place agreed upon by the Directors attending the meeting providedthat at least one (1) Director participating in the meeting was at that place for the duration ofthe meeting.(3)The Parties shall urge their respective nominees to the Board of Directors to attend all meetingseither in person or by proxy. Four (4) Directors present in person or by proxy shall constitutea quorum for all meetings of the Board of Directors. No business shall be transacted at anymeeting of the Directors unless a quorum is present and the proposed transaction is approvedby majority of votes by the Directors present at the meeting.(4) A Director may at any time appoint any person (including another Director) to be his alternateand to remove or replace such alternate Director. All appointments, removals and replacementsof alternate Directors made by any Director shall be in writing under the hand of the Directormaking the same and shall take effect from the date of its receipt at the registered office of theJV Company or on the date of appointment, removal or replacement specified in the notice,whichever is the later. An alternate Director may not represent more than one Director and analternate Director shall be entitled at Board meetings to one (1) vote for the Director herepresents. In the case where the alternate Director is also a Director, he is entitled to his ownvote in addition to his vote as alternate Director.(5)The Board of Directors shall keep complete and accurate minutes (in English and Chinese) ofall Board meetings which shall be signed by the Directors present. The draft minutes of eachBoard meeting shall be distributed after the relevant meeting to all Directors present at suchmeeting. Any suggested revision or supplement of the draft minutes shall be delivered inwriting to the Chairman of the Board of Directors. The Chairman of the Board shall finalizethe minutes and distribute a copy to each Director and each Party. If the Chairman cannotreach consensus in respect of any part of the minutes, he shall finalize the rest of the minutesand distribute them in accordance with this paragraph and the relevant part which has not beenagreed shall be the first item on the agenda at the Board’s next meeting. The JV Companyshall keep the minutes of the Board meetings which shall be available upon request of anyParty or its authorized representatives.6.4Powers of the BoardThe Parties hereby irrevocably agree that as the Directors are nominees of the respective Parties, the Directors shall be entitled to report all matters concerning the JV Company, including but not limited to, matters discussed at any Board meeting, to the respective Party, and that the Directors may take advice and obtain instructions from the respective Parties. In addition, the Parties acknowledge that where any Director is appointed by any Party under a right conferred by the Joint Venture Contract, this AOA and any PRC laws and/or regulations, that Director, in performing any of his duties or exercising any power, right or discretion as a Director, shall be entitled to have regard to and represent the interests of the respective appointing Party, and to act on the wishes of such appointing Party except in any particular case where no honest and reasonable director may hold the view that in so doing the Director was acting bona fide in the best interests of the JV Company.Subject to the following, the Board of Directors shall have the power to determine all major decisions pertaining to the JV Company.(1)The unanimous approval of all the Directors present in person or by his alternate at a dulyconvened meeting of the Board of Directors shall be required for each of the following matters:1)any increase or decrease of the JV Company's registered capital;2)any amendment to the Articles of Association;3)the termination or dissolution of the JV Company; and4)the merger or spin-off of the JV Company.(2)The following matters shall require the approval of a simple majority of the Directors present inperson or by his alternate at a duly convened meeting of the Board of Directors:。

中外合资企业章程（附英文）目录第一章总则第二章宗旨、经营范围第三章投资总额和注册资本第四章董事会第五章经营管理机构第六章财务会计第七章利润分配第八章职工第九章工会组织第十章期限、终止、清算第十一章规章制度第十二章适用法律第十三章附则ARTICLES OF ASSOCIATION FOR________LIMITED LIABILTY COMPANYINDEXChapter 1 General ProvisionChapter 2 The Purpose l Scope and Scale of the Business Chapter 3 Total Amount of Investment and the Registered CapitalChapter 4 The Board of DirectorsChapter 5 Business Management OfficeChapter 6 Finance and AccountingChapter 7 Profit SharingChapter 8 Staff and WorkersChapter 9 The Trade Union OrganizationChapter 10 Duration，Termination and Liquidation of the Jint Venture CompanyChapter 11 Rules and RegulationsChapter 12 Applicable LawChapter 13 Supplementary Articles第一章总则第一条根据《中华人民共和国中外合资企业法》、《中华人民共和国合同法》和《中华人民共和国公司法》，中国吉林省旅游投资开发有限公司（以下简称甲方）与×国×××公司）合资经营合同，特制订本合营公司章程。

第二条合营公司中文名称为：××有限公司英文名称为：缩写为：合营公司的法定地址为：第三条甲、乙双方的名称、法定地址为：甲方：中国吉林省旅游投资开发有限公司公司法定地址为中国吉林省长春市松江路51号。

中外合资企业章程（附英文）目录第一章总则第二章宗旨、经营范围第三章投资总额和注册资本第四章董事会第五章经营管理机构第六章财务会计第七章利润分配第八章职工第九章工会组织第十章期限、终止、清算第十一章规章制度第十二章适用法律第十三章附则ARTICLES OF ASSOCIATION FOR _______ L IMITED LIABILTY COMPAN YINDEXChapter 2 The Purpose l Scope and Scale of the Busin ess Chapter 3 Total Amount of Inv estme nt and the Registered CapitalChapter 4 The Board of DirectorsChapter 5 Busin ess Man ageme nt OfficeChapter 6 Finance and Acco untingChapter 7 Profit Shari ngChapter 8 Staff and WorkersChapter 9 The Trade Un io n Orga ni zati onChapter 10 Duratio n , Termin ati on and Liquidatio n of the Jint Ven ture Compa nyChapter 11 Rules and Regulati onsChapter 12 Applicable LawChapter 13 Suppleme ntary Articles第一章总则第一条根据《中华人民共和国中外合资企业法》、《中华人民共和国合同法》和《中华人民共和国公司法》，中国吉林省旅游投资开发有限公司（以下简称甲方）与X国XXX公司）合资经营合同，特制订本合营公司章程。

第二条合营公司中文名称为：XX有限公司英文名称为：缩写为：合营公司的法定地址为：第三条甲、乙双方的名称、法定地址为：甲方：中国吉林省旅游投资开发有限公司公司法定地址为中国吉林省长春市松江路51号。

中外合资企业章程中英对照版1. 名称中文名称：[企业中文名称]英文名称：[企业英文名称]2. 经营范围企业的经营范围包括但不限于：[经营范围]3. 法定代表人企业的法定代表人为：[法定代表人姓名]4. 董事会4.1 董事会的组成和职权本企业的董事会由[董事会成员人数]名董事组成，其中[中方成员数量]名为中方董事，[外方成员数量]名为外方董事。

董事会的主要职权包括但不限于：制定企业的战略规划、审议企业的运营情况和财务报表、任免企业的高级管理人员、制定企业的内部管理制度等。

4.2 董事会的会议董事会每[会议频率]召开一次会议，由董事长或副董事长召集，并提前[提前通知期限]以书面形式通知所有董事。

董事会的会议决议应当符合[会议决策规则]。

4.3 董事会的选举和任期董事会的中方董事由中方股东选举产生，任期为[中方董事任期]；董事会的外方董事由外方股东选举产生，任期为[外方董事任期]。

4.4 董事会的董事长和副董事长董事会选举产生一名董事长和一至两名副董事长。

董事长由董事会全体董事选举产生。

副董事长由董事长提名，董事会全体董事表决产生。

董事长和副董事长任期与董事相同。

5. 管理层5.1 总经理企业设有总经理一名，由董事会任命、解聘和监督，负责企业的日常管理工作和决策实施。

5.2 副总经理企业根据需要设立副总经理，由董事会任命、解聘和监督，协助总经理管理企业日常工作。

5.3 职工代表会企业成立职工代表会，由全体职工选举产生，代表职工的利益，参与各项企业重大决策。

6. 贡献中方股东在本企业中的出资总额为[中方出资总额]，占总注册资本的[中方占股比例]%；外方股东在本企业中的出资总额为[外方出资总额]，占总注册资本的[外方占股比例]%。

7. 税收和利润分配本企业在中华人民共和国境内取得的利润，按照中华人民共和国法律规定的税收政策执行；本企业利润分配按照中外合资企业投资协议相关规定执行。

8. 其他未尽事宜依据中华人民共和国法律、行政法规和有关规定执行。

中外合资企业章程中英对照版甲方： _______________________乙方： _______________________签订日期： ___ 年_____ 月 ___ 日目录第一章总则第二章宗旨、经营范围第三章投资总额和注册资本第四章董事会第五章经营管理机构第六章财务会计第七章利润分配第八章职工第九章工会组织第十章期限、终止、清算第十一章规章制度第十二章适用法律第十三章附则Articles of Association for Chinese-Foreign EquityJoint VenturesINDEXChapter 1 General ProvisionChapter 2 The Purpose l Scope and Scale of the Business Chapter 3 Total Amount of Investment and the Registered CapitalChapter 4 The Board of DirectorsChapter 5 Business Management OfficeChapter 6 Finance and AccountingChapter 7 Profit SharingChapter 8 Staff and WorkersChapter 9 The Trade Union OrganizationChapter 10 Duration ，Termination and Liquidation ofthe Jint Venture CompanyChapter 11 Rules and RegulationsChapter 12 Applicable LawChapter 13 Supplementary Articles第一章总则第一条根据《中华人民共和国中外合资企业法》，和中国X 公司（以下简称甲方）与X国XXX公司）合资经营合同，特制订本合营公司章和。

中外合资经营企业公司章程（英文版）The Article Of Association of Guangdong XXX company of limited libiability(drafted by lawyer LuYu)Chapter 1 General PrinciplesArticle 1 The article is formulated according to the provisions ofchina-foreign cooperative enterprises law of people's republic ofchina(hereinafter refered to as cooperative enterprises law), Company Law of the People's Republic of China(hereinafter refered to as company law) and other relevant laws and administrative regulations.Article 2 Where the Article Of Association conflicts with the provisions stipulated by the state laws and regulations, such provisions shall apply. Article 3 The Type of Business is limitied liability company jointly invested by investors from mainland of China and Hong Kong, Macao and Taiwan province.Chapter 2 the title and the domicile of the companyArticle 4 The title of the company is Guangdong XX company of limited libiability(hereinafter refered to as the company) .Article 5 The domicle of the company shall beChapter 3 Business scopeArticle 6 The business scope of the company is limited in ………. Chapter 4 The total investment and the registered capitalArticle 7 The total investment of the company is ……HK dollars and the registered capital is …HK dollars.Chapter 5 the name (or title) of the company and the registered place Article8 The two collaborators of the company are:(1) The……company (hereinafter referred to as party A) registered in china with a legal representative named ……, and which is domiciledin ………with a business license numbered ………(2) The……company (hereinafter referred to as party B ) registered in Hongkong with a authorized signatory named ……, and which is domiciled in ………with a business license numbered ……… Chapter 6 The Type Of Investment Or Conditions for Cooperation and the corresponding time limitArticle 9 The type of investment or Conditions for Cooperation and the corresponding time limit shall be:(1) The party A shall be responsible for going through the formalities of transportation permit for the vehicles and corresponding responsibilities.(2) The party B makes its captical contributions by contributing RMB XXX yuan in currency and by contributing non-currency property as material objects which takes up XX percent and XX percent of the total registerd capital respectively. The said captical contributions shall be Fully paid once in six months after the establishment of the company. Article10 The conversion between the foreign currency conducted as theregistered captal and RMB or between different kinds of foreign currency shall be accounted according to the middle price of the exchange rate, made known to the public by the central bank, of the day on which the investment is made.Article 11 The Chinese and foreign partners shall perform the obligations of making a full contribution and providing cooperation conditions as scheduled according to the provisions of the laws and regulations and the agreements of the contract. Where either of the parties fails to perform the contributive obligations the Administration Bureau for Industry and Commerce shall set a restricted duration for them to perform and the examination and approval authorities shall handle and punish it where it fails to ferform during the restricted period in accordance with relevant regulations of the state.Chapter seven Equity TransferArticle 12 The permit and the approval shall be obtained from the other party and the examination and approval authorities before where the transfer will occur between the parties and between one party of the cooperators and a third party and such transfer shall go through a formality of change registration.Chapter 9 Organizational StructureArticle 13 The cooperative company shall has a board of directors which is the organ of power making decisions on the major issues in accordanceof the article of association of the company.Article 14 The board of directors shall be composed of three persons, two of them shall be appointed or replaced by party A and the other one by party B. Each service term for a director may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term.Article 15 The meeting of the board of directors shall be convened at least once a year and the meeting shall be convened and presided over by the chairman of the board, where the chairman can not perform the duties for special cause the chairman shall appoint a vice chairman or one of the other members of the board to convene and preside over the meeting. The meeting may be convened upon proposal made by directors presenting more than one-third of directors of the board.The meeting of the board of directors can be held only when more than two-thirds of the directors attend. And an authorized man shall be entrusted in writing form by the absent director to attend and vote as the representative of him. Any decision made by the meeting requires affirmative votes by more than half of all the directors. Where a director who neither attends nor entrusts a delegate to attend the meeting shall be deemed as having attended the meeting and waived his right of voting in resolving.A notice shall be made to all the directors ten days before the meeting isconvened.The meeting of the board of directors may make decisions by means of communication.Article 16 Any of the following resolutions may be adopted only when a affirmative votes is made by all of the directors presenting the meeting.(1) to adopt resolutions on amending the articles of association of the company;(2) to adopt resolutions on the increase or reduction of the registered capital of the company;(3) to adopt resolutions on dissolving the company;(4) to adopt resolutions on setting a mortgage on the assets of the company;(5) to adopt resolutions on matters such as merger, division and transformation of the company;(6) to adopt resolutions on other matters agreed by the parties.Article 17 The board of the directors has one chairman delegated by party A and has two vice chairman delegated by party B. Each service term for them may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term.The chairman of the board shall be the legal representative of the company.Article 18 The company has a general manager who is in charge of the daily affairs of the company operation and management and shall report to the board of directors. The general manager shall be appointed and dismissed by the board.Appointed by the board of directors the directors may hold a concurrent post as the general manager or other senior officer.The board of the directors may adopt a resolution on dismissing the general manager and other senior officers if they are unfit for the job, conduct malpractices or neglect their duties. And they shall bear legal liabilities according to the law where any loss is caused thus.Article 19 The company has no board of supervisors but has two supervisors, delegated by party B, whose service term may not exceed 3 years but they may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term. Here the directors, senior officers or the finance manager may not hold a concurrent post as a supervisor.Article 20 The supervisors shall exercise the following functions and powers:(1) to check the company fiance;(2) to supervise the conducts of implementation of the company office of the directors and the senior officers, and to put forward the proposal of removal where a director or a senior officer breaches the law,administrative regulations or the articles of association.(3) to ask the directors or senior officers to rectify their conducts where the conducts of the directors or senior officers cause damage to the company.(4) to bring an action against the directors or senior officers according to the provisions of the article 152 of the company law;The supervisors may sit in the meeting of the board of directors and may bring up a interpellation or a proposal to the resolutions adopted by the booard of the directors.Article 21 The qualifications for the position of directors, supervisors and senior officers shall meet the requirements stipulated(provided) by the company law.Chapter 8 The Share Of The Incomes, Products, Risks And Losses Article 22 The style of the cooperative enterprise shall be a company if it meets the qualifications of a Chinese legal person. The parties of the cooperation shall be liable for the company’s d ebts to the extent of their respective investment or the cooperative conditions except as otherwise agreed by the contract.Article 23 The share of the parties of the incomes, products, risks and losses shall be ………………………………….And the party B shall pay the party A, on the basis of the number of the vehicles obtaining the entrance permission, a fixed profit per vehiclemonthly.Chapter 9 The duration, dissolving and liquidationArticle 24 The duration of the cooperation shall be XXX years which shall be counting from the date when the business license issued.Article 23 If both of the parties agree to extend the duration of cooperation, an application shall be submitted to the examination and approval authority 180 days in advance before the expiration of the contract after the a resolution to the matter has been adopted by the board of directors.Article 25 The cooperative company may be dissolved for any one of the following reasons:(1) the term of cooperation expires;(2) the cooperative company suffers serious losses in operation or incursa big loss for force majeure and thus makes it difficult to continue the operation;(3) it is difficult for the cooperative company to continue the operation for one or more parties fail to perform the obligations provided by the contract or the articles of association;(4) any other causes for dissolution prescribed by the cooperative contract or the articles of association has occurred;(5) or the cooperative company has been ordered to terminate for the reason of breach of the laws or administrative regulations.Article 26 A liquidation procedures shall be carried out when the term of the cooperative company expires or when it is dissolved in advance. The assets of the cooperative company shall be distributed by the cooperative parties according to the agreements of the contract.An application for company de-registration shall be submitted to the administrative agency for industry and commerce where the cooperative company expires or dissolves in advance.Chapter 10 Supplementary ProvisionsArticle 27 The matters such as………………………, herein not referred to, shall under the govern of the laws and administrative regulations of the people’s republic of China.Party A (signature and seal):Date:Party B (signature and seal):Date:。

文件编号：TP-AR-L8972The Civil Subjects Establish, Change And Terminate Their Corresponding Civil Legal Relations, And Then Determine Their Respective Rights And Obligations. The Terms Are Binding On The Parties And Need To Abide By Them.（示范文本）甲方：_______________乙方：_______________签署时间：_______________中外合资企业章程中英对照版正式样本中外合资企业章程中英对照版正式样本使用注意：该合同资料可用在各个民事主体之间设立、变更、终止其对应的民事法律关系而订立，进而确定各自的权利和义务，条款对当事人具有约束力需各自遵守。

材料内容可根据实际情况作相应修改，请在使用时认真阅读。

中外合资企业章程中英对照Articles of Association for Chinese-Foreign Equity Joint Ventures目录第一章总则第二章宗旨、经营范围第三章投资总额和注册资本第四章董事会第五章经营管理机构第六章财务会计第七章利润分配第八章职工第九章工会组织第十章期限、终止、清算第十一章规章制度第十二章适用法律第十三章附则Articles of Association for Chinese-Foreign Equity Joint VenturesINDEXChapter 1 General ProvisionChapter 2 The Purpose l Scope and Scale of the BusinessChapter 3 Total Amount of Investment and the Registered CapitalChapter 4 The Board of DirectorsChapter 5 Business Management OfficeChapter 6 Finance and AccountingChapter 7 Profit SharingChapter 8 Staff and WorkersChapter 9 The Trade Union OrganizationChapter 10 Duration，Termination and Liq uidation of the Jint Venture Company Chapter 11 Rules and RegulationsChapter 12 Applicable LawChapter 13 Supplementary Articles第一章总则第一条根据《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，特制订本合营公司章和。

中外合资企业章程中英对照版以下是为您推荐的《中外合资企业章程中英对照版》,所属合同书样本类文章,欢迎阅读参考！中外合资企业章程中英对照版第1篇一、总则第一条根据（所在国家）合资经营法,_________国_________公司（以下简称甲方）与中国_______________公司（以下简称乙方）于_________年_________月_________日在_________签订的建立合资经营的_________公司（以下简称合营公司）合同,制定本公司章程。

第二条合营公司名称为：合营公司的法定地址为：第三条甲、乙双方的名称、住所地为：甲方：乙方：第四条合营公司为__________________公司。

第五条合营公司为_________（所在国）国法人,受_________（所在国）法律管辖和保护,其一切活动必须遵守_________（所在国）的法律、法令和有关规定。

第六条合营公司经营范围为：第七条合营公司经营规模为：第八条合营公司产品在_________（所在国）国内及国外市场销售。

国内外销售比例和数量：二、投资总额和注册资本第九条合营公司的投资总额为_________美元,折合人民币元。

合营公司的注册资本为_________美元,折合人民币_________元。

第十条甲、乙双方出资如下（出资方式）：甲方：认缴出资额为_________美元,折合人民币_________元。

占注册资本_________％。

乙方：认缴出资额为_________美元,折合人民币_________元。

占注册资本_________％。

甲方以_________作为出资。

乙方以_________作为出资。

第十一条甲、乙双方应按合同规定的期限缴清各自出资额。

第十二条甲、乙双方缴付出资额后,经合营公司聘请的_________（所在国）公认会计师验资并出具验资报告后,由合营公司聘请的_________（所在国）公认会计师验资并出具验资报告后,由合营公司的董事长和会计师据以签发出资证明书给出资方。

YOUR LOGO中外合资企业章程中英对照版After The Contract Is Signed, There Will Be Legal Reliance And Binding On All Parties. And During The Period Of Cooperation, There Are Laws To Follow And Evidence To Find专业合同范本系列，下载即可用中外合资企业章程中英对照版使用说明：当事人在信任或者不信任的状态下,使用合同文本签订完毕，就有了法律依靠,对当事人多方皆有约束力。

且在履行合作期间,有法可依,有据可寻，材料内容可根据实际情况作相应修改，请在使用时认真阅读。

中外合资企业章程中英对照Articles of Association for Chinese-Foreign Equity Joint Ventures目录第一章总则第二章宗旨、经营范围第三章投资总额和注册资本第四章董事会第五章经营管理机构第六章财务会计第七章利润分配第八章职工第九章工会组织第十章期限、终止、清算第十一章规章制度第十二章适用法律第十三章附则Articles of Association for Chinese-Foreign Equity Joint VenturesINDEXChapter 1 General ProvisionChapter 2 The Purpose l Scope and Scale of the BusinessChapter 3 Total Amount of Investment and the Re gistered CapitalChapter 4 The Board of DirectorsChapter 5 Business Management OfficeChapter 6 Finance and AccountingChapter 7 Profit SharingChapter 8 Staff and WorkersChapter 9 The Trade Union OrganizationChapter 10 Duration，Termination and Liquidation of the Jint Venture CompanyChapter 11 Rules and RegulationsChapter 12 Applicable LawChapter 13 Supplementary Articles第一章总则第一条根据《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，特制订本合营公司章和。

HT-2018-0103 合同编号: 中外合资企业章程中英对照版_____年___月___日_____________制定签订地点__________广义合同指所有法律部门中确定权利、义务关系的协议，狭义合同是指一切民事合同。

合同是当事人或当事双方之间设立、变更、终止民事关系的协议，其中依法成立的合同，受法律保护。

《中华人民共和国合同法》第2条规定：合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。

目录第一章总则第二章宗旨、经营范围第三章投资总额和注册资本第四章董事会第五章经营管理机构第六章财务会计第七章利润分配第八章职工第九章工会组织第十章期限、终止、清算第十一章规章制度第十二章适用法律第十三章附则ArticlesofAssociationforChinese-ForeignEquityJointVenturesINDEXChapter1GeneralProvisionChapter2ThePurposelScopeandScaleoftheBusinessChapter3TotalAmountofInvestmentandtheRegisteredCapitalChapter4TheBoardofDirectorsChapter5BusinessManagementOfficeChapter6FinanceandAccountingChapter7ProfitSharingChapter8StaffandWorkersChapter9TheTradeUnionOrganizationChapter10Duration，TerminationandLiquidationoftheJintVentureCompany Chapter11RulesandRegulationsChapter12ApplicableLawChapter13SupplementaryArticles第一章总则第一条根据《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，特制订本合营公司章和。