Chapter 10 Business Management Office
Article 30
The joint venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party _______, _______ deputy general managers, _______by Party ______; _______by Party ________. The general manager and deputy general managers whose terms of office is ________ years shall be appointed by the board of directors.
Article 31
The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the joint venture company. The deputy general managers shall assist the general manager in his work. Several department managers may be appointed by the management office, they shall be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy general managers and shall be responsible to them.
Article 32
In case of graft or serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time.
Chapter 11 Purchase of Equipment
Article 33
In its purchase of required raw materials, fuel, parts, means of transportation and articles for office use, etc., the joint venture company shall give first priority to purchase in China where conditions are the same.
Article 34
In case the joint venture company entrusts Party B to purchase equipment on the overseas market, persons appointed by the Party A shall be invited to take part in the purchasing.
Chapter 12 Preparation and Construction
Article 35
During the period of preparation and construction, a preparation and construction office shall be set up under the board of directors. The preparation and construction office shall consist of _________ persons, among which ________ persons will be from Party A, _______ persons from Party B. The preparation and construction office shall have one manager recommended by Party _________, and one deputy manager by Party ________. The manager and deputy manager shall be appointed by the board of directors.
Article 36
The preparation and construction office is responsible for the following concrete works: examining the designs of the project, signing the project construction contract, organizing the purchase and inspection of related equipment, materials, etc., working out the general schedule of project construction, compiling the expenditure plans, controlling project financial payments and final accounts of the project, drawing up managerial methods and keeping and filing documents, drawings, files and materials, etc., during the construction period of the project.
Article 37
A technical group with several technical personnel appointed by Party A and Party B shall be organized. The group, under the leadership of the preparation and construction office, is in charge of the examination, supervision, inspection, testing, checking and accepting, and performance checking of the project design, the quality of the project, the equipment and materials and the imported technology.
Article 38
After approval by both parties, the establishment, remuneration and the expenses of the staff of the preparation and construction office shall be covered in the project budget. Article 39 After having completed the project and finished the turning over procedures, the preparation and construction office shall be dissolved upon the approval of the board of directors.
Chapter 13 Labor Management
Article 40
Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the joint venture company shall be drawn up between the joint venture company and the trade union of the joint venture company as a whole, or the individual employees in the joint venture company as a whole or individual employees in accordance with the Regulations of the People s Republic of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment and its Implementing Rules. The labor contracts shall, after being signed, be filed with the local labor management department.
Article 41
The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board of directors.
Chapter 14 Taxes, Finance and Audit
Article 42
The joint venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.
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