Article 10 If any one party to Sino-foreign co-operation wishes to assign, in full or in part, its rights and liabilities as prescribed in the co-operative enterprise contract, the agreement of the other party shall be obtained and the matter shall be reported to the examining and approving organ for approval.
Article 11 A co-operative enterprise shall conduct business management activities in accordance with the approved co-operative enterprise contract and articles of association and its right of autonomy in the area of business management shall not be interfered with.
Article 12 A co-operative enterprise shall set up a board of directors, or a joint management body, to make decisions on major issues involving the co-operative enterprise in accordance with the provisions of the co-operative enterprise contract or articles of association. One party of the Chinese and foreign partners shall appoint a person to hold the position of chairman of the board of directors or head of the joint management body and a person appointed by the other party shall hold the position of deputy chairman of the board of directors or deputy head. The board of directors or the joint management body may decide on the appointment or engagement of a general manager to conduct the daily business management of the co-operative enterprise. The general manager shall be responsible to the board of directors or the joint management body.
After the establishment of a co-operative enterprise, if a party other than the Chinese and foreign partners is engaged to manage the business, the unanimous agreement of the members of the board of directors or the joint management body must be obtained. The matter shall be reported to the examining and approving organ for approval and the change shall be registered with the administration for industry and commerce.
Article 13 Matters such as the recruitment and dismissal of employees, remuneration, welfare benefits, labor protection and labor insurance shall be stipulated in contracts signed in accordance with the law.
Article 14 Co-operative enterprise employees shall abide by the law in
Establishing a trade union organization for the promotion of trade union activities and the protection of their legal rights and interests.
A co-operative enterprise shall provide its enterprise trade union with the necessary facilities for its activities.
Article 15 A co-operative enterprise shall establish books of account within the territory of the People's Republich of China, shall submit accounting statements in accordance with regulations and shall accept supervision by the financial and taxation organs.
If a co-operative enterprise violates the provisions of the previous paragraph and does not establish books of account within the Chinese territory, the taxation organ may issue a fine and the administration for industry and commerce may order the closure of operations or may revoke the business license of the co-operative enterprise.
Article 16 A co-operative enterprise shall present its business license and open a foreign exchange account with a bank or other financial institution authorized by an organ of the State Administration of Exchange Control to engage in foreign exchange dealings.
The foreign exchange dealings of a co-operative enterprise shall be handled in accordance with the relevant State provisions on exchange control.
Article 17 A co-operative enterprise may obtain a loan from a financial institution within Chinese territory or from overseas.
Any loan and the loan guarantee raised by a Chinese or foreign partner for investment or for a contractual provision shall be arranged by the respective party.
Article 18 The various kinds of insurance required by a co-operative enterprise shall be furnished by an insurance organization within Chinese territory. I
Article 19 Aco-operative enterprise may, withinit s approved scope of operations, import goods and materials it requires and export the resulting manufactured products. Aco-operative enterprise may, within its approved scope of operations and in accordance with the principle of fairness and reasonableness, purchase raw materials, fuel and other requirements from both domestic and international markets.
Article 20 A co-operative enterprise may also enjoy favorable treatment in the form of a reduction of or exemption from tax payments, following its payment of taxes due in accordance with the relevant State regulations. |
