合资经营企业章程范本英文

合资经营企业章程范本英文内容摘要：

hority] in a form consistent with applicable government regulations and acceptable to both Parties, the Land Use Certificate has been issued in the name of the Company in a form consistent with applicable government regulations and acceptable to both Parties, and an environmental assessment pursuant to Article (b) has been pleted to the reasonable satisfaction of both Parties。 (c) the Business License of the Company is in full force and effect。 and (d) the form and substance of the approvals received in connection with or in accordance with this Contract and the documents referred to in this Article are acceptable to each Party. () Investment Certificates Within  ________ (___) days after the Parties have made their initial capital contributions, the Company shall engage an accountant registered in China to verify such contributions. Upon the issuance of a verification report by such accountant, the Company shall issue to each contributing Party an interim investment certificate signed by the Chairman evidencing that the contribution was made. The Company may issue such interim investment certificates from time to time as each Party makes further capital contributions and the same have been verified by the accountant within  ________ (___) days after each contribution. Within  _________ (___) days after the entire registered capital of the Company has been contributed by the Parties, the Company shall request that an accountant registered in China verify each Party39。 s total contributions and issue a final certificate of verification. Upon receipt of the final certificate of verification from the accountant, the Company shall promptly issue a final investment certificate to each Party setting forth the aggregate amount of such Party39。 s contribution(s). Concurrently with the issuance of such final investment certificate, such Party shall surrender to the Company for cancellation all of the interim investment certificates previously issued to such Party. Such final investment certificate shall be signed by the Chairman and the ViceChairman. Increase or Reduction of Registered Capital 7 Any increase or reduction in the registered capital of the Company shall be approved by the Board of Directors and submitted to the appropriate examination and approval authorities for approval. Upon receipt of such approval, the Company shall register the increase or reduction in the registered capital with the appropriate administration for industry and merce. NonEncumbrance Neither Party may encumber its share of the registered capital or its Interest without the prior written consent of the other Party, not to be unreasonably withheld. Transfer of Interest Neither Party shall be entitled to sell or otherwise transfer its Interest before the Minimum Commitment Period and, thereafter, neither Party may assign, sell or otherwise dispose of all or part of its Interest in the Company to any third party except as provided in Articles and of the Joint Venture Contract. 4. BOARD OF DIRECTORS Establishment The Board of Directors of the Company shall be established by the Parties and shall hold its first meeting within  __________ ( ) days of the Establishment Date. Composition and Term The Board of Directors shall be posed of seven (7) Directors, of whom two (2) shall be appointed by Party A and five (5) by Party B. Unless the Parties otherwise agree in writing, the Chairman shall be appointed by Party B and the Vice Chairman by Party A. Each individual serving in the capacity of Director, Chairman or Vice Chairman shall hold office for a term of four (4) years, and each shall be eligible for consecutive terms of office upon reappointment by the original appointing Party. Any vacancy created in the Board of Directors shall be filled by the Party which originally appointed the absent Director causing the vacancy. Any Party may at any time remove for any reason any or all of the individuals appointed by such Party as a Director and appoint in lieu thereof another individual or individuals to serve the remainder of the relevant term(s). Legal Representative 8 The Chairman of the Board shall be the legal representative of the Company and shall act only in accordance with the specific decisions, resolutions and instructions of the Board. Whenever the Chairman is unable to discharge his duties, he shall authorize the Vice Chairman or another Director to represent the Company. Each Director, in his capacity as a Director, shall serve in a nonexecutive role. Authority The Board of Directors shall be the highest authority of the Company and shall make decisions on all major and important matters of the Company. Personal Liability of Directors A Director, including the Chairman and Vice Chairman shall not have personal liability for action he undertakes on behalf of the Company within the scope of authority of the Joint Venture Contract, the Articles of Association or the Board resolutions unless his or her action: (a) is outside the scope of the approval or authorization given to him by these Articles of Association or the Board of Directors’ resolution。 or (b) is in breach of Articles 59 to 63 of the Company Law of PRC。 or (c) is in breach of the laws and regulations of the PRC at the time. Any Director, including the Chairman and Vice Chairman, acting in violation of these Articles of Association or Board of Director’s resolutions shall indemnify and hold harmless the Company against all losses caused to or liabilities and expenses incurred by the Company. The Company shall, to the extent permitted by law, indemnify any Director for damages or losses incurred in good faith by such Director in the performance of his or her obligations. Unanimous Approval Resolutions of the Board of Directors involving the following。