Sino-foreign joint venture company charter (2)

Sino-foreign joint venture business charter

This is the charter reference format for the proposed Sino-foreign joint venture. The joint venture shall complete, or add or subtract or rewrite the relevant provisions in accordance with the specific requirements and conditions of the joint venture's contract and the operation and management of the joint venture.

Sino-foreign joint venture business charter reference format:

Sino-foreign joint venture business charter

Chapter I General Provisions

Article 1 According to the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures, China __Company and __Country__ Company signed a joint venture ____ limited liability company contract signed in China _______________________________________________________________________________________________________________________________

The second joint venture company name is ____ limited liability company.

The foreign name is:
The legal address of the joint venture company is: __省__市__路__号.

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

Party A: China __Company
__省__市__路__号.

Party B: __国__ Company
__country__.

Article 4 The joint venture company is a limited liability company.

Article 5 The joint venture company is a Chinese legal person and is subject to and protected by Chinese law. All activities must comply with Chinese laws, decrees and relevant regulations.

Chapter II Purpose, Business Scope

Article 6 The purpose of the joint venture company is to use advanced technology to produce and sell __products to achieve the __ level and obtain the satisfactory economic benefits of both parties.

Article 7 The business scope of the joint venture company is: design, manufacture and sale of __ products and maintenance services for the __ products after sale.

Article 8 The production scale of the joint venture company is:

__year__
__year__
__year__

Article 9 A joint venture company sells its products to domestic and foreign markets, and its sales ratio is as follows:

__year: exports accounted for __%;
Sales in China accounted for __%.
__year: exports accounted for __%;
Sales in China accounted for __%.



Chapter III Total Investment and Registered Capital

Article 10 The total investment of the joint venture company is RMB __ yuan.
The registered capital of the joint venture company is RMB __ yuan.

Article 11 Party A and Party B contribute as follows:

Party A: The amount of the capital contribution is RMB __ yuan, accounting for __% of the registered capital.

Of which: cash __ yuan;
Mechanical equipment __ yuan;
Factory __ yuan;
Land use rights __ yuan;
Industrial property rights__ yuan;
Other __ yuan.

Party B: The amount of capital contribution is RMB __ yuan, accounting for __% of the registered capital.

Of which: cash __ yuan;
Mechanical equipment __ yuan;
Industrial property rights__ yuan;
Other __ yuan.

Article 12 Party A and Party B shall pay their respective capital contributions in accordance with the time limit stipulated in the contract.

Article 13 After Party A and Party B have paid the amount of capital, the joint venture company will hire an accountant registered in China to verify the capital. After issuing the capital verification report, the joint venture company will issue a capital certificate accordingly. The main contents of the capital contribution certificate are: the name of the joint venture company, the date of establishment, the name of the joint venturer and the amount of capital contribution, the date of capital contribution, and the date of issuance of the certificate of capital.

Article 14 During the joint venture period, the joint venture company shall not reduce the amount of registered capital.

Article 15 Any party that transfers its capital contribution, in whole or in part, shall be subject to the consent of the other party. When one party transfers, the other party has the right of first refusal.

Article 16 The increase or transfer of the registered capital of the joint venture contract shall be unanimously approved by the board of directors and submitted to the original examination and approval authority for approval to go through the formalities for registration of changes with the original registration authority.

Chapter IV Board of Directors

Article 17 A joint venture company shall have a board of directors, which is the highest authority of the joint venture company.

Article 18 The board of directors decides on all major matters of the joint venture company, and its powers are as follows:

- Decide and approve the important report submitted by the general manager;

-- Approve the annual financial statements, revenue and expenditure budget, and annual profit distribution plan;
-- Pass the company's important rules and regulations;
- Decided to establish a branch;
-- Modify company regulations;
- Discussing the decision to suspend, terminate or merge with another economic organization;
-- Responsible for the liquidation of the joint venture company upon termination and expiration;
-- Other major issues that should be decided by the board of directors.

Article 19 The board of directors shall be composed of __ directors, of 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.

Article 20 The chairman of the board of directors shall be determined by both parties A and B or elected by the board of directors.

Article 21 Party A and Party B shall notify the Board of Directors in writing when appointing and replacing director candidates.

Article 22 The regular meeting of the board of directors shall be held __ times a year. With the proposal of more than one-third of the directors, an extraordinary meeting of directors may be convened.

Article 23 The board meeting shall be held in principle at the company's location.

Article 24 The board meeting shall be convened and presided over by the chairman of the board of directors. When the chairman is absent, the vice chairman shall convene and preside over it.

Article 25 The chairman of the board of directors shall notify the directors in writing 30 days before the meeting of the board of directors, stating the contents, time and place of the meeting.

Article 26 If a director is unable to attend a meeting of the board of directors for any reason, he may entrust an agent to attend the board of directors in writing.

Article 27 The quorum for attending a board meeting shall be two-thirds of all directors. If not more than two-thirds of the number of people, the resolution passed shall be invalid.

Article 28 Each meeting of the board of directors shall be recorded in detail and signed by all the attending directors. When the agent attends, the agent shall sign it.

Article 29 The following matters shall be unanimously approved by the board of directors.


Article 30 The following matters shall be passed by more than two-thirds of the directors or more than half of the directors of the board of directors.


Chapter V Management and Management Organization

Article 31 A joint venture company shall have an operation and management organization with production, technology, sales, finance, and administration departments.

Article 32 The joint venture company shall have one general manager and the deputy general manager __ person, and the deputy general manager shall be employed by the board of directors.

Article 33 The general manager shall be directly responsible to the board of directors, implement the decisions of the board of directors, and organize and lead the daily production, technology and operation management of the joint venture company. The deputy general manager assists the general manager in his work. When the general manager is absent, the agent exercises the duties of the general manager.

Article 34 The decision on important issues in the daily work of the joint venture company shall be signed by the general manager and the deputy general manager before it can take effect. Matters requiring joint signing shall be specified by the board of directors.

Article 35 The term of office of the general manager and deputy general manager is __year. Can be re-elected after being hired by the board

Article 36 The chairman or vice-chairman and directors who are employed by the board of directors may concurrently serve as general manager, deputy general manager and other senior staff of the joint venture company.

Article 37 The general manager or deputy general manager shall not concurrently serve as the general manager or deputy general manager of other economic organizations, and shall not participate in the commercial competition of the joint venture company by other economic organizations.

Article 38 The joint venture company shall have one chief engineer, chief accountant and auditor, and shall be employed by the board of directors.

Article 39 The chief engineer, chief accountant and auditor shall be led by the general manager.

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

The auditor is responsible for the financial audit work of the joint venture company, reviewing the financial revenue and expenditure and accounting accounts of the audited company, and submitting reports to the general manager and to the board of directors.

Article 40 When the general manager, 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 in advance.

Anyone who has committed malpractice or serious dereliction of duty may be dismissed at any time upon resolution of the board of directors. If the criminal law is violated, criminal responsibility shall be investigated according to law.

Chapter VI Financial Accounting

Article 41 The financial accounting of a joint venture company shall be handled in accordance with the provisions of the financial accounting system for Sino-foreign joint ventures formulated by the Ministry of Finance of the People's Republic of China.

Article 42 The fiscal year of the joint venture company shall adopt a calendar year system, which shall be a fiscal year from January 1 to December 31.

Article 43 All vouchers, account books and statements of the joint venture company shall be written in Chinese.

Article 44 The joint venture company adopts RMB as the standard currency for bookkeeping. The conversion of RMB to other currencies shall be calculated based on the exchange rate announced by the State Administration of Foreign Exchange of the People's Republic of China on the date of actual occurrence.

Article 45 The joint venture company opens RMB and foreign currency accounts with other banks approved by Bank of China or Bank of China.

Article 46 The joint venture company shall adopt the internationally accepted accrual system and the debit and credit account bookkeeping method.

Article 47 The following contents shall be recorded on the financial accounting books of the joint venture company:

1. The cash income and expenditure of the joint venture company;
2. The sale and purchase of all materials of the joint venture company;
3. The registered capital and liabilities of the joint venture company;
4. The time, increase and transfer of the registered capital of the joint venture company.

Article 48 The financial department of a joint venture company shall prepare a balance sheet and a profit and loss calculation statement for the previous fiscal year in the first three months of each fiscal year. After being audited and signed by the auditor, it shall be submitted to the board of directors for approval.

Article 49 The parties to the joint venture have the right to hire an auditor at their own expense to inspect the books of the joint venture company. The joint venture company should provide convenience when checking.

Article 50 The joint venture company shall, in accordance with the provisions of the “Rules for the Implementation of the Tax Law of Chinese-Foreign Joint Ventures of the People's Republic of China”, determine the depreciation period of its fixed assets by the board of directors.

Article 51 All foreign exchange matters of a joint venture company shall be handled in accordance with the Provisional Regulations on Foreign Exchange Administration of the People's Republic of China and relevant regulations and the provisions of the joint venture contract.

Chapter VII Profit Distribution

Article 52 A joint venture company shall withdraw reserve funds, enterprise development funds, employee incentives and welfare funds from the profits after paying income tax. The proportion of extraction is determined by the board of directors.

Article 53 The profit of a joint venture company after paying income tax according to law and withdrawing funds shall be distributed according to the proportion of capital contributed by Party A and Party B in the registered capital.

Article 54 A joint venture company distributes profits once a year. Within three months after each fiscal year, the profit distribution plan and the amount of profit to be divided by each party shall be promulgated.

Article 55 The joint venture company shall not make up the profit before the previous fiscal year's loss. Undistributed profits in the previous fiscal year can be incorporated into the profit distribution of the current fiscal year.

Chapter VIII employees

Article 56 The recruitment, recruitment, dismissal, resignation, wages, welfare, labor insurance, labor protection, labor discipline, etc. of the employees of the joint venture company shall be handled in accordance with the "Labor Regulations of the Chinese-Foreign Joint Venture Enterprises of the People's Republic of China" and its implementation measures. .

Article 57 The employees required by the joint venture company may be recommended by the local labor department or, after the approval of the labor department, be jointly recruited by the joint venture company, but all shall pass the examination and be selected for employment.

Article 58 The joint venture company has the right to give warnings, demerits, and salary cuts to employees who violate the rules and regulations of the joint venture company and labor discipline. If the circumstances are serious, they may be dismissed. Dismissed employees must report to the local labor and personnel department for the record.

Article 59 The wages and salaries of employees shall be determined by the board of directors in accordance with the relevant provisions of the PRC and in accordance with the specific circumstances of the joint venture company, and shall be specified in the labor contract.

With the development of production, the joint venture company will improve the staff's business ability and technical level, and appropriately raise the wages of employees.

Article 60 The welfare, bonus, labor protection and labor insurance of the employees shall be stipulated in the various systems by the joint venture company to ensure that the employees are engaged in production and work under normal conditions.

Chapter IX Trade Union Organization

Article 61 The employees of a joint venture company have the right to establish trade union organizations and carry out trade union activities in accordance with the provisions of the Trade Union Law of the People's Republic of China.

Article 62 The trade union of the joint venture company is the representative of the interests of the employees. Its tasks are: safeguarding the democratic power and material interests of the employees according to law; assisting the joint venture company in arranging and rationally using welfare and reward funds; organizing employees to study politics, business, science, Technical knowledge, carry out arts and sports, sports activities; educate employees to abide by labor discipline, and strive to complete the various economic tasks of the joint venture company.

Article 63 The trade union representative of the joint venture company shall sign the labor contract on behalf of the employees and the joint venture company, and supervise the execution of the contract.

Article 64 The person in charge of the labor union of the joint venture company shall have the right to attend the board meeting on the development planning, production and operation activities of the joint venture company, and reflect the opinions and requirements of the employees.

Article 65 The trade union of the joint venture company participates in the dispute between the mediation employee and the joint venture company.

Article 66 The joint venture company shall pay the labor union funds monthly according to 2% of the total actual wages of the employees of the joint venture company. The labor unions of the joint venture company use the labor union funds in accordance with the Measures for the Administration of Labor Union Funds formulated by the All-China Federation of Trade Unions.

Chapter 10 Term, Termination, Liquidation

Article 67 The term of the joint venture shall be __ years. Calculated from the date of issuance of the business license.

Article 68 If Party A and Party B unanimously agree to extend the term of the joint venture, the board of directors shall make a resolution at the meeting of the board of directors, and the original examination and approval institution shall submit a written application within six months before the expiration of the joint venture period, and may be extended after approval and handle the change to the original registration authority. Registration procedures.

Article 69 If Party A and Party B agree that the termination of the joint venture is in the best interests of the parties, the joint venture may be terminated in advance. The joint venture company terminates the joint venture in advance, and the board of directors is required to convene a plenary meeting to make a decision and submit it to the original approval authority for approval.

Article 70 When one of the following circumstances occurs, either Party A or Party B has the right to terminate the joint venture in accordance with the law.



Article 71 When the joint venture expires or the joint venture is terminated early, the board of directors shall propose liquidation procedures, principles and candidates for the liquidation committee to form a liquidation committee to liquidate the assets of the joint venture company.

Article 72 The task of the liquidation committee is to conduct a comprehensive inventory of the property, creditor's rights and debts of the joint venture company, prepare a balance sheet and a property catalogue, and formulate a liquidation plan, which shall be submitted to the board of directors for approval.

Article 73 During the liquidation period, the liquidation committee shall sue or respond to the law on behalf of the company.

Article 74 The liquidation expenses and the remuneration of the members of the liquidation committee shall be paid preferentially from the existing assets of the joint venture company.

Article 75 The liquidation committee shall allocate the remaining assets of the joint venture company after the settlement of the debts of the joint venture company according to the proportion of the capital contribution of Party A and Party B in the registered capital.

Article 76 After the liquidation is over, the joint venture company shall submit a report to the examination and approval authority, go through the registration formalities with the original registration agency, return the business license, and make an announcement at the same time.

Article 77 After the completion of the joint venture company, its various books shall be stored by Party A.

Chapter XI Rules and Regulations

Article 78 The rules and regulations formulated by the board of directors of a joint venture company are:

1. Management system, including the functions and working procedures of the various management departments;
2. Staff rules;
3. Labor wage system;
4. Staff attendance, upgrade and reward and punishment system;
5. Employee welfare system;
6. Financial system;
7. The liquidation program when the company is dissolved;
8. Other necessary rules and regulations.

Chapter 12 Supplementary Provisions

Article 79 The amendments to the Articles of Association must be unanimously approved by the board of directors and reported to the original examination and approval authority for approval.

Article 80 These articles of association are written in Chinese and __ texts, and both texts are equally authentic. If there is any discrepancy between the above two texts, the Chinese text shall prevail.

Article 81 The Articles of Association shall be subject to the approval of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China.

Article 82 The Articles of Association shall be signed by the authorized representatives of Party A and Party B in China on the date of IX×××××.

China __Company Representative × Country __ Company Representative