Sino-foreign cooperative company charter

Chapter I General Provisions

Article 1 China ______ company and _______ country ___ company, according to the relevant laws and regulations of the People's Republic of China and the contract signed by the two parties in the _______ limited liability company signed in the ________________________________________________________________________________________________________________________________________ This charter.

Article 2 The name of this cooperative company is _______ limited liability company. The foreign name is ______. The legal address of the company is: China ____ Province ____ City _____ District _____ Road _____.

Article 3 The legal and legal addresses of Party A and Party B are:

Party A: China ______ company, China _____ province ___ city _____ road _____ number;

Party B: ______ country _______ company; _____ country _____ city _____ road _____ number.

Article 4 The cooperative company is a limited liability company. The cooperative company is provided by Party A with cooperation conditions such as land use rights, resource development rights, and buildings; Party B provides cooperation conditions such as funds, equipment, and technology. The parties do not convert the investment ratio, determine the profit sharing methods according to the cooperation conditions provided to the company, and bear the risks. The cooperative company implements unified management, independent operation, and unified accounting; when the cooperation period expires, the company's property is not owned by Party A.



Article 5 A cooperative company is a Chinese legal person and is subject to the laws and regulations of Chinese law. All its activities must abide by Chinese laws and regulations.

Chapter II Purpose, Business Scope and Scale

Article 6 The purpose of the cooperative company is to adopt internationally advanced technology and scientific management methods to produce products that have sales and competitiveness in the international market, so that both parties can obtain satisfactory economic benefits.

Article 7 The production and business scope of a cooperative company is: design, manufacture and sale of ________ products, and repair services for the products after sale.

Article 8 The scale of production and operation of a cooperative company is: the production capacity after commissioning is ________; to ____ years, it can be increased to the annual output ____, and the variety will develop to ___.

Chapter III Total Investment and Registered Capital

Article 9 The total investment of the cooperative company is RMB ______ million.

The registered capital of the company is RMB ______ million.

Article 10 The conditions of cooperation provided by Party A and Party B are as follows:

Party A: Provide land use rights with a total area of ​​___square meters, and be responsible for paying land acquisition fees and land use fees;

Plant area ___ square meters;
Shopping area ___ square meters;
The service area is ___ square meters.

Party B: The total investment is _________ million, of which:
Cash ____________ million;
Machine equipment and transportation vehicles ______ million yuan;
Industrial property rights ______ million yuan;
Other ___ million.

Article 11 Party A and Party B shall provide conditions for cooperation in accordance with the time limit stipulated in the contract.

Article 12 The cooperative company shall, within ____ months after the cooperation conditions are provided by both Party A and Party B, hire a Chinese registered accountant to verify the capital, and the company shall issue a capital certificate according to the capital verification report of the accountant.

Article 13 A cooperative company shall not reduce its registered capital during the period of cooperation. If you need to increase your registered capital, you must obtain the consent of both parties and report to the Ministry of Foreign Trade and Economic Cooperation for approval.

Article 14 The transfer of all or part of the conditions of cooperation by either party must be approved by the other party and approved by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China. When Party B transfers all or part of its capital contribution, Party A has the right of first refusal under the same conditions. The land use rights and buildings provided by Party A can only be transferred to Chinese enterprises.

Chapter IV Board of Directors

Article 15 The board of directors is the highest authority of the company.

Article 16 The board of directors shall be composed of the directors ___, in which: Party A shall assign ___ name, and Party B shall assign ___ name. The directors are appointed for a term of four years and are eligible for re-election.

The board of directors shall have one chairman, and Party A shall be the chairman; one vice chairman shall be the party.

Article 17 The chairman of the board of directors is the legal representative of the company, responsible for convening and presiding over the board meeting. During the intersessional period, the board of directors will handle the company's major problems without violating the resolutions of the board of directors. If the chairman is temporarily unable to perform his duties for any reason, he may entrust the vice chairman or other directors to perform on his behalf.

Article 18 The board of directors determines all major issues of the company, and its main functions are as follows:

Formulate and revise the company's articles of association;
Decide on the company's capital increase, transfer, merger, suspension and dissolution;
Decide on the company's development planning, institutional setup and staffing;
Approving the company's annual production plan, product sales and operations plan;
Approval of annual financial statements, revenue and expenditure budgets, final accounts and after-tax profit use and distribution plans;
Determine the employment and treatment of the company's general manager, deputy general manager, chief engineer, chief accountant, auditor and other senior staff;
Determine employee wages and rewards and punishments;
Through the company's important rules and regulations;
Other important matters that should be decided by the board of directors.

Article 19 Whenever a party replaces a candidate for a director, it shall notify the board of directors in writing.

Article 20 The regular meeting of the board of directors shall be held at least once a year. After more than one third of the board of directors proposes, an extraordinary meeting of the board of directors may be convened.

A meeting of the board of directors shall be dispatched 10 days in advance to announce the meeting time, agenda and location.

Board meetings, which should be attended by more than two-thirds of the directors. When a director is unable to attend for any reason, he may entrust an agent to attend and vote in writing.

Article 21 The following matters shall be unanimously approved by the Board of Directors:

Article 22 The following matters shall be passed by more than two-thirds of the directors of the meeting:

Article 23 Each meeting of the board of directors shall appoint a special person to make detailed written records. The directors or agents present at the meeting shall sign the minutes of the meeting. The minutes of the meeting shall be kept in archive and kept by the board of directors, and no one may alter or destroy it during the period of the cooperative operation.

Chapter V Management and Management Organization

Article 24 The operation and management organization of a cooperative company shall have production, technology, labor, finance, administration and other departments.

Article 25 A cooperative company shall have one general manager and § deputy general manager. The first general manager is recommended by the ____ party, and the deputy general manager is recommended by the ____ party, all of which are employed by the board of directors.

Article 26 The general manager shall be directly responsible to the board of directors, implement the resolutions of the board of directors, organize and lead the daily production, technical and operational management of the company, and within the scope authorized by the board of directors, represent the company externally and employ subordinate managers internally. The deputy general manager assists the general manager in the work. When the general manager is absent, the agent exercises the power of the general manager.

Article 27 The decision on important issues in the daily work of the company shall be signed by the general manager and the deputy general manager in addition to the resolutions of the board of directors.

Article 28 The term of office of the general manager and deputy general manager is ____ years. After the board of directors continues to employ, he may be re-elected.

The vice chairman and directors are employed by the board of directors and may concurrently serve as general manager, deputy general manager and other senior staff of the company. However, the deputy general manager may not concurrently serve as the general manager or deputy general manager of other economic organizations, and may not participate in the commercial competition of other economic organizations.

Article 29 The cooperative company shall have one chief engineer, chief accountant and auditor, and shall be employed by the board of directors.

The chief engineer, chief accountant and auditor work under the leadership of the general manager.

The chief accountant is responsible for leading the financial accounting work of the cooperative company, organizing the cooperative company to carry out comprehensive economic accounting and implementing the economic responsibility system.

The auditor is responsible for the company's financial audit work, reviewing and auditing the company's financial revenues and expenditures and accounting accounts, and submitting reports to the general manager and the board of directors.

Article 30 When the co-operative company's positive, deputy general manager, chief engineer, chief accountant, auditor and other senior staff request to resign, they shall submit a written report to the board of directors ___ months in advance.

If the above-mentioned personnel have committed malpractice or serious dereliction of duty, they may be dismissed at any time by resolution of the board of directors. If the company suffers economic losses due to dereliction of duty, it shall be responsible for compensation, and if it violates the criminal law, it shall be investigated for criminal responsibility according to law.

Chapter VI Financial Accounting

Article 31 The financial accounting of a cooperative company shall be handled in accordance with the relevant regulations of the People's Republic of China.

Article 32 The fiscal year of the cooperative company shall adopt a calendar year system, which shall be a fiscal year from January 1 to December 31.

Article 33 All vouchers, account books and statements of the cooperative company shall be written in Chinese.

Article 34 The cooperative company adopts RMB as the accounting standard currency. The conversion of the Renminbi to other currencies shall be calculated based on the exchange rate announced by the State Administration of Foreign Exchange of China on the date of actual occurrence.

Article 35 A cooperative company shall open RMB and foreign currency accounts at the Bank of China _____ branch.

Article 36 The financial department of a cooperative company shall prepare a balance sheet and profit and loss calculation book for the previous year within three months after the end of each fiscal year. After being audited and signed by the auditor, it shall be submitted to the board of directors for approval.

Article 37 The depreciation method for fixed assets of a cooperative company shall be handled in accordance with the provisions of the “Implementation Rules of the Income Tax Law of the Chinese-Foreign Joint Venture of the People's Republic of China”.

Article 38 The parties to a cooperative company have the right to hire an auditor at their own expense to inspect the books and other accounting documents of the cooperative company. The company shall provide convenience when checking.

Article 39 All foreign exchange matters of the company shall be handled in accordance with the Interim Regulations on Foreign Exchange Administration of the People's Republic of China and the relevant provisions of the special zone.

Chapter VII Sales of Products and Purchase of Materials

Article 40 The products of the cooperative company are mainly exported. After applying to the municipal government for approval, it can be sold domestically __%.



Article 41 The price of products sold by cooperative companies to foreign markets and Hong Kong and Macao markets shall be determined by the board of directors according to the market conditions within a certain period of time. Above the minimum price, the general manager and the deputy general manager can jointly determine the actual sales price. If the product is sold below the minimum price, it must be reported to the board of directors or the board of directors for approval.

Article 42 The machinery and equipment, raw materials, fuels, supporting parts, transportation tools and office supplies required by the cooperative company shall be freely purchased on the principle of need and application, but under the same conditions, they shall be purchased in China as far as possible. .

Article 43 The cooperative company shall formulate an acceptance system for the purchase of materials by the board of directors, and all parties to the cooperation and management personnel at all levels shall strictly implement them.

Chapter VIII Repayment of Party B's Investment and Profit Distribution

Article 44 The cooperative company plans to repay the investment principal of Party B within ___ years after the project is put into production with ___% of the company's annual distributable profits.

Article 45 The profits of a cooperative company after paying income tax shall be used and distributed in the following order and proportion:

Extract ____% as the company's reserve fund, employee incentive and welfare fund, and development fund;
Repay Party B's investment in accordance with the provisions of the preceding article;
The rest is allocated according to Party A ___% and Party B ___%.

Chapter IX employees

Article 46 The employment, dismissal, resignation, wages, welfare, labor insurance, labor protection, labor discipline and other matters of the employees of a cooperative company shall be handled in accordance with the relevant provisions of the Law of the People's Republic of China on Chinese-Foreign Contractual Joint Ventures.

Article 47 The employees required to be employed by a cooperative company may be introduced by the labor service company after being approved by the local labor department, or may be publicly recruited by the company itself, but must pass the assessment and be selected for employment.

Article 48 A cooperative company shall have the right to warn, record, or reduce wages for employees who violate the rules and regulations of the cooperative company and labor discipline. If the circumstances are serious, they may be dismissed. The decision to dismiss the employee shall be reported to the local labor department for review and filing.

Article 49 The wages and salaries of employees shall be determined by the board of directors in accordance with the relevant provisions and in accordance with the specific circumstances of the cooperative company, and shall be specified in the labor contract.

With the development of the production and operation of the cooperative company, the improvement of the staff's business ability and technical level, it is necessary to gradually increase the wages of the employees.

Chapter 10 Trade Union Organization

Article 50 A cooperative company shall, in accordance with the Trade Union Law of the People's Republic of China, support employees in establishing trade union organizations and conducting trade union activities.

Article 51 The trade union of a cooperative company is the representative of the interests of the employees. Its main tasks are: safeguarding the democratic rights and material interests of the employees according to law; guiding the employees to sign individual labor contracts with the company, or signing collective labor contracts with the employees on behalf of the employees, assisting The company arranges and rationally uses employee benefits and reward funds; organizes employees to study politics, business and scientific and technical knowledge, conducts literature and sports activities; unites education staff to abide by labor production disciplines and various rules and regulations; supervises the execution of labor contracts, and strives to complete the company Various economic tasks.

Chapter XI Term, Termination and Dissolution

Article 52 The term of cooperation of the company shall be ____ years, counting from the date of issuance of the business license.

Article 53 Any party who considers it necessary to propose a request for extension of the term of cooperation shall, by mutual agreement, make a special resolution by the meeting of the board of directors and, before the expiration of the cooperation period of six months, the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China The written application shall, after approval, go through the registration formalities with the State Administration for Industry and Commerce.

Article 54. If both Party A and Party B agree that the early termination of the cooperative operation contract is in the best interests of the parties, they may terminate early.

To terminate the cooperation contract in advance, a special resolution must be made at the meeting of the board of directors and reported to the Ministry of Foreign Economic Relations and Trade for approval.

Article 55 After the expiration of the cooperation period of the cooperative company, the asset register shall be prepared under the condition of maintaining normal production and operation, and all the procedures for the transfer of the company's assets to Party A shall be handled.

Article 12 Rules and Regulations

Article 56 The cooperative company shall formulate the following rules and regulations according to actual needs:

Management system, including the functions and working procedures of the various management departments;
Staff code;
Labor wage system;
Staff attendance, upgrade and reward system;
Employee welfare system;
Financial system;
Purchase of materials and sales of product systems;
Other necessary rules and regulations.

Chapter XIII Supplementary Provisions

Article 57 The amendments to the Articles of Association must be resolved by the board of directors meeting and submitted to the original examination and approval authority for examination and approval.

Article 58 These articles of association are written in Chinese and ___, both of which have the same effect. However, when there are contradictions between the two texts, the Chinese text shall prevail.

Article 59 The Articles of Association shall come into effect with the approval of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of

Party A: _______ Company Party B: _______ Company
Representative: _________ Representative: _________
19__year__month__day
In China _____ Province _____ City ______