中美合资企业公司章程英文翻译版本

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1、SINO-U.S. XXXXXX NON-FERROUS METAL CO., LTD.JOINT VENTURE CHARTER中美合资AAAAAA有色金属合资章程华译网翻译公司提供中英文翻译版本请注意：这个是英文译文，中文版原文文件请见另外一个文件：中美合资有色金属章程中文版.doc。该英文译文是10多年前翻译的，目前我们公司增加了外籍校对环节，而且译者资历要求也提高了，所以目前的翻译水平要远高于十年前的这个水平。这里发布的中英文文件仅作为语料素材供参考，不能作为正式英文译文模板等使用。正式文件需要另外请我们翻译。文献来源：华译网翻译公司官方网站华译网翻译公司提供专业学术资料、法律资料、商

2、务资料和技术资料翻译效劳,本文件我们为某中美合资有色翻译的局部技术文件和商务文件摘录内容，供参考，欢送惠顾。Chapter 1 General ProvisionsArticle 1 In accordance with the Law of the Peoples Republic of China on Joint Ventures Using Chinese and Foreign Investment，Sino-foreign FFFFFFF XXXXXX Industry Co., Ltd. (hereinafter referred to as Party A) and US AA

3、AAAAA International Co., Ltd. signed the cooperative contract to operate Sino-U.S. XXXXXX Non-ferrous Metal Co., Ltd. (hereinafter referred to as Joint Venture Contract ) in Sichuan Province, Peoples Republic of China on Oct. 8, 2002, and hereby established this charter.Article 2 Name of the joint v

4、enture company (in English): Sino-U.S. XXXXXX Non-ferrous Metal Co., Ltd.Legal address of the joint venture company: No.4 Building 4 BBBBBB Garden, FFFFFFF, Peoples Republic of ChinaArticle 3 The names and the legal address of Party A and Party B are as follows:Party A: Sino-foreign FFFFFFF XXXXXX I

5、ndustry Co., Ltd.Legal address: Building 4 Communications Department, E Mountain Town, Pu Jiang CountyParty B: US AAAAAAA International Co., Ltd.Legal address: XXXXXX, the United StatesArticle 4The joint venture company is a limited liability company.Article 5 The joint venture company is a legal pe

6、rson in the Peoples Republic of China and is subject to the jurisdiction of Chinese laws and enjoys protection thereof. All its legal activity shall obey the laws, decrees and pertinent rules and regulations of the Peoples Republic of China.Chapter 2 The Purpose and Business ScopeArticle 6The goals

7、of the joint venture company is that, Party A and Party B distribute funds together in proportion to the joint venture company, raise capital and build new operation mechanism. In accordance with the Law of the Peoples Republic of China on Joint Ventures Using Chinese and Foreign Investment，we estab

8、lished the charter.Article 7The business scope of the joint venture company is colored metal reconnaissance, exploration, selection, smelting and import-and-export selling.Article 8The business size of the joint venture company is as follows:From October 8, 2002 to October 8, 2022, we develop colore

9、d metal reconnaissance, exploration, selection, smelting and import-and-export selling in southeast area. Total investment amounts to USD 120 million. In accordance with the approved amount by State Administration of Foreign Exchange PRC we receive money on time.Article 9 The export proportion of th

10、e high-tech product that the joint venture company develops (depending on the situation of respective production) Chapter 3 Total Investment and Registered CapitalArticle 10 The total investment that the joint venture company invested into the program of colored metal reconnaissance, exploration, se

11、lection and smelting is USD 120 million. The registered capital of the joint venture company is USD 29,880,000.Article 11 Both Party A and Party B will contribute the following as their investment: A. Party A shall pay USD 7,470,000, or RMB 61,630,000, accounting for 25%.B. Party B shall pay USD 22,

12、410,000, or RMB 184,883,000, accounting for 75%.Article 12 The registered capital of the joint venture company shall be paid in their installments by Party A and Party B according to their respective proportion of their investment before the term limit written in the contract.Article 13 After Party

13、A and Party B contribute the fund, and the accountant employed by the joint venture company verifies the capital and shows verification report, the joint venture company hereby shows capital contribution certificate. The main content of the capital contribution certificate is the name of the joint v

14、enture company, the establishment date, the name of cooperator and the amount of contributions, the contribution date and the date of showing the capital contribution.Article 14During the period of the joint venture, the joint venture company shall not reduce the amount of contributions.Article 15Ag

15、reed by both Party A and Party B and approved by original examination and approval authority, the joint venture company can add registered capital.Article 16 In case any party to the joint venture intends to assign all or part of his investment, consent shall be obtained from the other party to the

16、joint venture. When one party to the joint venture assigns all or part of his investment, the other party has preemptive right.Article 17 The joint venture company can add or assign his investment, after being unanimous agreed by the board of directors and being approved by the original examination

17、and approval authority. The joint venture company shall go to the registration authority to handle registration alternation procedure.Chapter 4 The Board of DirectorsArticle 18The joint venture company shall set up the board of directors. The board of directors shall be the highest authority of the

18、joint venture company.Article 19The board of directors shall decide all major issues concerning the joint venture company. Its main duty is as follows:The chairman of the board decides and approves the reports advanced by the general manager:(For example, production plan, annual operation report, fu

19、nd, loan and etc.)The chairman of the board shall approve annual financial report, income and expenses budget, and annual profits disposal plan;The board of directors shall approve important regulations concerning the company;The board of directors shall decide the establishment of branches;The boar

20、d of directors shall discuss and decide production suspension and merger of the joint venture company with other economic organization;The chairman of the board shall employ advanced employees, such as general manager, general engineer, general accountant and auditor;The executive director is respon

21、sible for settlement in case of suspension and expiration of the joint venture company;The board of directors shall decide other important issues.Article 20The board of directors is composed of 7 directors, of which 5 directors shall be appointed by Party A, and 2 directors by Party B. The term of o

22、ffice for the directors is four years; their term of office may be renewed.Article 21The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B.Article 22 In case that Party A and Party B appoint and change the directors, Party A and Party B shall inform the board of d

23、irectors in written form.Article 23The regular meeting of the board of directors shall hold four times every year. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 24The meeting of the board of directors shall in pri

24、nciple be held in the company locus.Article 25The meeting of the board of directors shall be called and presided over by the chairman of the board. Should the chairman be absent, the meeting of the board of directors shall be called and presided over by the vice-chairman of the board.Article 26The c

25、hairman of the board shall inform all other directors of the content, time and place of the meeting 30 days before the openness of the meeting.Article 27In case that any director cannot participate the meeting of the board of directors for certain reasons, the director shall authorize a deputy to pa

26、rticipate the meeting. Should the deputy be absent at the meeting, the director gives up the right.Article 28 The legal number of directors in the meeting of the board of directors shall be two third of the total number of directors. Should the proportion be less than two third, the decision approve

27、d in the meeting is of no effect.Article 29 In every meeting of the directors, minutes of the meetings shall be record, and shall be signed by all the attended directors. Should the deputy be at the meeting, the deputy makes signature. The minutes shall be written in Chinese. The minutes shall be pl

28、aced on file. Article 30The board of directors shall unanimously approve the issues as follow:Chairman of the Board: XXXVice Chairman of the Board: XXXXExecutive Chairman of the Board, General Manager and Legal Representative: XXXXVice-chairman of the Board and Deputy General Manager: XXXXVice-chair

29、man of the Board and Deputy General Manager: XXXXFinancial Manager: XXXXChief Financial Officer: XXXXCommitteeman: XXXXArticle 31 The board of directors shall unanimously approve the issues as follow:We carry out Article 14 of Chapter 6 of the contract.Chapter 5 Business Management OfficeArticle 32T

30、he business management office of the joint venture company shall establish production, technology, labor, finance and executive departments. (Note: This article shall be written according to the specific situations in the contract).Article 33The joint venture company shall have a general manager and

31、 four deputy general managers. Both the general manager and deputy general managers shall be appointed by the board of directors. The first general manager shall be appointed by Party A. The first deputy general managers shall be appointed by Party B.Article 34The responsibility of the general manag

32、er is to carry out all the decisions of the board, and organize and conduct the daily production, technology and management of the joint venture company. The deputy general managers shall assist the general manager in his work. When the general manager is absent, the deputy managers shall deputize t

33、he responsibility of the general managers. Article 35The major decision in the daily work of the joint venture company shall be signed by both the general manager and the deputy managers, and then can come into effect. The issues that shall be signed by both the general manager and the deputy manage

34、rs are decided by the board of directors in detail.Article 36The term of office of the general manager and the deputy managers is 4 years. Their term of office may be renewed if continuously appointed by the board of directors.Article 37The chairman, vice chairman and directors can pluralistically b

35、e general manager, deputy general manager and other advanced employee of the joint venture company, if appointed by the board of directors.Article 38The general manager and the deputy general manager cannot pluralistically be appointed as general manager and deputy general manager of other economic

36、organizations. They cannot participate in commercial competitive activities of other economic organizations to deal with our joint venture company.Article 39The board of directors appoints one general engineer, one general account and one auditor in the joint venture company.Article 40The general en

37、gineer, the general account and the auditor shall be directed by the general manager.The general accountant is responsible for conducting financial affairs and accounting of the joint venture company, organizing cooperative company to carry out full-direction economic calculation and employing econo

38、mic responsibility mechanism.Article 41The general manager, deputy general manager, general engineer, auditor and other advanced employee shall put forward written report to the board of directors in advance if applying for resignation.In case of graft or serious dereliction of duty on the part of t

39、he above-mentioned persons, the board of directors shall have the power to dismiss them at any time.Chapter 6 Financial Affairs and AccountingArticle 42The joint venture company shall conduct financial affairs and accounting in accordance with the Financial Affairs and Accounting System Regulations

40、of the Sino-foreign Joint Venture Company made by the Ministry of Finance PRC.Article 43 The fiscal year of a joint venture shall coincide with the calendar year, i.e. from January 1 to December 31 on the Gregorian calendar. Article 44 All vouchers, account books, statistic statements and reports pr

41、epared by the joint venture company shall be written in Chinese.Article 45The joint venture company shall adopt Renminbi as the standard accounting currency. Converting between Renminbi and other currencies, the company shall calculate according to the exchange rate published by the State Administra

42、tion of Foreign Exchange PRC on the date when the account takes place.Article 46The joint venture company may open foreign exchange deposit accounts and Renminbi deposit accounts with the Bank of China or any other banks approved by the State Administration of Foreign Exchange PRC.Article 47The join

43、t venture company shall record the contents as follows in the account books:1. Cash income and expenses of the joint venture company 2. Sale and purchase of goods of the joint venture company 3. Registered capital and debt of the joint venture company 4. Distribution date of registered capital and c

44、apital addition and assignationArticle 48In the first three months of each fiscal year, the finance department of the joint venture company shall prepare the previous years balance sheet and profit and loss statement, and submit them to the board of directors for approval after audited and signed by

45、 the auditor.Article 49Any party has the right to employ another auditor to undertake annual financial checking and examination and all the expenses thereof shall be borne by the party. The other party shall give its consent. Article 50In accordance with the Implement Rules of Income Taxation Law of

46、 the Company with Foreign Capital and Foreign Company, the board of directors decides the term of deduction of the fixed asset.Article 51All matters concerning foreign exchange for joint ventures shall be handled according to the Interim Regulations on Foreign Exchange Control of the Peoples Republi

47、c of China, relevant regulations and the provisions in joint venture contract.Chapter 7 Profits DistributionArticle 52The joint venture company allocates from the after tax profits for reserve funds, expansion funds of the joint venture company, bonuses and welfare funds for staff and workers. The p

48、roportion of allocations is to be decided by the board of directors. Article 53 The profit, after the joint venture company pays income tax in accordance with the laws and allocate every fund, shall be distributed between party A and party B in proportion to their contributions to the registered cap

49、ital. Exceptional regulations are available upon the unanimous agreement of the board of directors.Article 54 Profit of the joint venture company is distributed annually. Within three months after every fiscal year profit allocation scheme and profit allocation amount of each party shall be declared

50、.Article 55 Profit shall not be distributed on in case that loss of the joint venture company in last fiscal year is not totally compensated. The undistributed profit shall be incorporated into the disposal of profit of this fiscal year.Chapter 8 Staff and workersArticle 56 The employment, dismissal

51、, resignation, salary, welfare, labor insurance, labor protection and labor discipline and other matters concerned in the joint venture company shall be disposed in accordance with the Regulations of the Peoples Republic of China on Labor Management in Joint Ventures Company Using Chinese and Foreig

52、n Investment and its Implementing Rules.Article 57The employees needed by the joint venture company can either be recommended by the Labor Department or be recruited publicly by the joint venture company, which shall be ratified by the Labor Department, choosing the better among those passing the te

53、st.Article 58 The joint venture company have the authorities to give punishment such as warning, gig, and salary cut-down to those who violate the rules and regulations of the company and labor discipline, and have the authorities to dismiss those who behave badly enough. Punishment or dismissal sha

54、ll be submitted to and registered in the Labor Department.Article 59 Salary conditions shall be decided by the board of directors, in accordance with the specific institutions of the joint venture company, referring to relevant national regulations, and shall be stated in the labor contract. As the

55、development of the joint venture company, the improvement of technology level and business capacities, wages can be lifted appropriately.Article 60 Matters concerning welfare, bonus, labor protection and labor insurance of The joint venture company shall be stipulated respectively in each rules and

56、regulations in order to insure employees to produce and work on normal conditions. Chapter 9 Labor UnionArticle 61Employees in the joint venture company have rights to set up Labor Union and develop union activities according to the Regulations of the Peoples Republic of China Law on Labor Union.Art

57、icle 62Labor Union is the representative of employees interests, of which task is to vindicate employees substantial behalves and democratic rights; assist the joint venture company to arrange and rationally employ welfare and encouragement fund; organize employees to study politics, operation, scie

58、nce and technology knowledge as well as literature and sport activities; educate employees to observe the labor discipline and make effort to fulfill every economical task.Article 63 Labor union of the joint venture company being representative of employees signed contract with the joint venture com

59、pany and supervise the implement of the contract.Article 64 Officer of labor union of the joint venture company has the authorities to attend meetings of directors about development plan, manufacture and management, and other problems to reflect employees attitude and ideas.Article 65 Labor union of

60、 the joint venture company shall take part in intermediating the disputes between the joint venture company and employees.Article 66 The joint venture company shall allot an amount of money totaling 2 percent of all the salaries of the joint ventures staff and workers as labor union funds, which the

61、 labor union of the joint venture shall use according to the Administration Rule for labor Union Funds formulated by the PRC Federation of labor Unions.Chapter 10 Duration, Termination, and Liquidation Article 67 The duration of joint venture is twenty years, calculating from the signature day of bu

62、siness license.Article 68 On condition that party A and party B both agree on extending the duration of joint venture, an written application, approved by the board of directors, shall be submitted to the original examination and approval authority six months prior to the expiry date of the joint ve

63、nture. The extension takes effect only after the application is ratified, and this alteration shall be checked in the original registered organization.Article 69 In case that both party A and party B assume the termination as accordant with the most behaves of both sides, the duration of the joint v

64、enture and the contract shall be terminated before the time of expiration, after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority. Article 70 Either party has rights to terminate the joint venture in case of the following things

65、occur.Article 71 On expiration or termination ahead of time occuring, the board of directors shall propose liquidation procedure, principle, and members to build up the liquidation committee to liquidate the property of the joint venture.Article 72 The task of the liquidation committee shall be to roundly check the property,credit and debt, to wo