经理选读：中外合作经营合同范本(1)

Article 17 Products may be sold on overseas markets through the followingchannels: The cooperative venture company may directly sell its products on theinternational market, accounting for _________%. The cooperative venture company may sign sales contracts with Chineseforeign trade companies, entrusting them to be the sales agencies orexclusive sales agencies, accounting for __________%. The cooperative venture company may entrust Party B to sell itsproducts, accounting for ________%.

Article 18 The cooperative venture’’s products to be sold in China may be handledby the Chinese materials and commercial departments by means of agency orexclusive sales, or may be sold by the cooperative venture companydirectly.

Article 19 In order to provide maintenance service to the products sold both inChina or abroad, the cooperative venture company may set up sales branchesfor maintenance service both in China or abroad subject to the approval ofthe relevant Chinese department.

Chapter 9 The Board of Directors.

Article 20 The date of registration of the cooperative venture company shall bethe date of the establishment of the board of directors of the cooperativeventure company.

Article 21 The board of directors is composed of ____________directors, of which___________shall be appointed by Party A, ____________by Party B. Thechairman of the board shall be appointed by Party A, and its vice-chairmanby Party B. The term of office for the directors, chairman andvice-chairmans four years, their term of office may be renewed ifcontinuously appointed by the relevant party.

Article 22 The highest authority of the cooperative venture company shall be itsboard of directors. It shall decide all major issues concerning thecooperative venture company. Unanimous approval shall be required for anydecisions concerning major issues. As for other matters, approval bymajority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract).

Article 23 The chairman of the board is the legal representative of thecooperative venture company. Should the chairman be unable to exercise hisresponsibilities for any reason, he shall authorize the vice-chairman orany other directors to represent the joint venture company temporarily.

Article 24 The board of directors shall convene at least one meeting every year.The meeting shall be called and presided over by the chairman of theboard. The chairman may convene an interim meeting based on a proposalmade by more than one third of the total number of directors. Minutes ofthe meetings shall be placed on file.

Article 25 The meeting shall be valid only when more than two thirds of the totalnumber of directors attend. In case of absence, the director shall entrustanother person to attend and vote for him with a trust deed.

Chapter 10 Business Management Office.

Article 26 The cooperative venture company shall establish a management officewhich shall be responsible for its daily management. The management officeshall have a general manager, appointed by Party _____, ______deputygeneral managers, _____by Party _____; _____by Party ______. The generalmanager and deputy general managers whose terms of office is _____yearsshall be appointed by the board of directors.

Article 27 The responsibility of the general manager is to carry out thedecisions of the board and organize and conduct the daily management ofthe cooperative venture company. The deputy general managers shall assistthe general manager in his work.

Article 28 The general manager shall report to the board of directors theoperation conditions of the cooperative company every three months, andmake a financial report every six months.

Article 29 In case of graft or serious dereliction of duty on the part of thegeneral manager and deputy general managers, the board of directors shallhave the power to dismiss them at any time.