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Regulations for the Implementation of the Law of t
双击自动滚屏 文章来源:网上转载   发布者:admin   发布时间:2001-7-28   阅读:10134

 

    Article  16.  Articles  of  association shall include the
following main items:
(1) The name of the joint venture and its legal address;
(2) The purpose, business scope and duration of the joint venture;
 (3)  The  names, countries of registration and legal addresses of
parties to the  joint  venture,  and  the names, professions and
nationalities of the legal representatives thereof;
 (4) The total amount of investment, registered capital of the joint
venture, each  party's investment proportion, stipulations concerning
the assignment of  investment, the ratio of profit distribution and
losses to be borne by parties to the joint venture;
 (5)  The composition of the board of directors, its responsibilities,
powers and  rules  of  procedure,  the  term  of  office of the
directors, and the responsibilities of its chairman and vice-chairman;
 (6)  The  setting up of management organizations, rules for handling
routine affairs,  the  responsibilities  of  the general manager,
deputy  general  manager  and  other  high-ranking  management
personnel, and the method of their appointment and dismissal;
(7) Principles governing finance, accounting and auditing;
(8) Dissolution and liquidation;
(9) Procedures for amendment of the articles of association.
   Article 17. The agreement, contract and articles of association
shall come  into  force after being approved by the examination
and approval authority. The same applies in the event of amendments.
    Article  18. The examination and approval authority and the
registration  and  administration  office  are  responsible for
supervising and inspecting the execution of the joint venture contracts
and articles of association.
CHAPTER III FORM OF ORGANIZATION AND REGISTERED CAPITAL
   Article 19. A joint venture is a limited liability company.
 Each  party  to  the joint venture is liable to the joint venture
within the limit of the capital subscribed by it.
   Article 20. The total amount of investment (including loans) of a
joint venture  refers to the sum of capital construction funds and the
circulating funds  needed for the joint venture's production scale as
stipulated in the contract and the articles of association of the joint
venture.
    Article  21.  The  registered  capital  shall  generally be
presented in total  amount  of  investment  registered  at  the
registration  and administration  office for the establishment of the
joint venture. It should be  the  total  amount  of  investment
subscribed by parties to the joint venture.
 The  registered capital shall generally be presented in Renminbi, or
may be in a foreign currency agreed upon by the parties to the joint
venture.
    Article  22. A joint venture shall not reduce its registered
capital during the term of the joint venture.
    Article 23. If one party to the joint venture intends to assign
all or part  of  his  investment  subscribed to a third party,
consent shall be obtained from the other party to the joint venture,
and approval from the examination and approval authority is required.
 When  one  party assigns all or part of his investment to a third
party, the other party has pre-emptive right.
 When  one  party  assigns  his  investment subscribed to a third
party, the conditions  given shall not be more favourable than those
given to the other party to the joint venture.
 No  assignment shall be made effective should there be any violation
of the above stipulations.
    Article  24.  Any increase, assignment or other disposal
of  the registered  capital of a joint venture shall be approved by a
meeting of the board  of  directors  and submitted to the original
examination  and  approval  authority  for  approval. Registration
procedures for changes shall be dealt with at the original registration
and administration office.
CHAPTER IV WAYS OF CONTRIBUTING INVESTMENT
    Article  25. Each participant to a joint venture may contribute
cash  or  buildings,  premises,  equipment  or  other  materials,
industrial property, know-how,  right  to  the  use of a site as
investment, the value of which shall  be  ascertained.  If  the
investment  is  in  the form of buildings, premises, equipment or
other materials, industrial property or known-how, the prices shall
be ascertained through consultation by the parties to the joint
venture  on the basis of fairness and reasonableness, or evaluated by
the third party agreed upon by parties to the joint venture.
    Article  26. The foreign currency contributed by the foreign
participant shall  be  converted  into Renminbi according to the
exchange rate announced by  the  State General Administration of
Foreign  Exchange  Control  of the 

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