, the administrativeauthorities for industry and commerce shall set another time limit for thefulfillment of such obligations; if such obligations are still notfulfilled by the new time limit, the matter shall be handled by theexamination and approval authority and the administrative authorities forindustry and commerce according to relevant state provisions.The investments or conditions for cooperation provided by the Chinese andforeign parties shall be verified by an accountant registered in China orthe relevant authorities, who shall provide a certificate afterverification.Article 10If a Chinese or foreign party wishes to make an assignment of all or partof its rights and obligations prescribed in the contractual joint venturecontract, it must obtain the consent of the other party or parties andreport to the examination and approval authority for approval.
Article 11A contractual joint venture shall conduct its operational and managerialactivities in accordance with the approved contract and articles ofassociation for the contractual joint venture. The right of a contractualjoint venture to make its own operational and managerial decisions shallnot be interfered with.Article 12A contractual joint venture shall establish a board of directors or ajoint managerial institution which shall, according to the contract or thearticles of association for the contractual joint venture, decide on themajor issues concerning the venture. If the Chinese or foreign partyassumes the chairmanship of the board of directors or the directorship ofthe joint managerial institution, the other party shall assume the vice-chairmanship of the board or the deputy directorship of the jointmanagerial institution. The board of directors or the joint managerialinstitution may decide on the appointment or employment of a generalmanager, who shall take charge of the daily operation and management ofthe contractual joint venture. The general manager shall be accountable tothe board of directors or the joint managerial institution. If acontractual joint venture, after its establishment, chooses to entrust athird party with its operation and management, it must obtain theunanimous consent of the board of directors or the joint managerialinstitution, report to the examination and approval authority forapproval, and register the change with the administrative authorities forindustry and commerce.Article 13The employment, dismissal, remuneration, welfare, labour protection andlabour insurance, etc. of the staff members and workers of a contractualjoint venture shall be specified in contracts concluded in accordance withlaw.Article 14The staff and workers of a contractual joint venture shall, in accordancewith law, establish their trade union organization to carry out tradeunion activities and protect their lawful rights and interests.A contractual joint venture shall provide the necessary conditions for theventure's trade union to carry out its activities.Article 15A contractual joint venture must establish its account books within theterritory of China, file its accounting statements according to relevantprovisions and accept supervision by the financial and tax authorities.If a contractual joint venture, in violation of the provisions prescribedin the preceding paragraph, does not establish its account books withinthe territory of China, the financial and tax authorities may impose afine on it, and the administrative authorities for industry and commercemay order it to suspend its business operations or may revoke its businesslicense.
Article 16A contractual joint venture shall, by presenting its business license,open a foreign exchange account with a bank or any other financialinstitution which is permitted by the exchange control authorities of thestate to conduct transactions in foreign exchange. A contractual jointventure shall handle its foreign exchange transactions in accordance withthe provisions of the state on foreign exchange control.Article 17A contractual joint venture may obtain loans from financial institutionswithin the territory of China and may also obtain loans outside theterritory of China. Loans to be used by the Chinese and foreign partiesas investment or conditions for cooperation, and their guarantees, shallbe provided by each party on its own.Article 18The various kinds of insurance coverage of a contractual joint ventureshall be furnished by insurance institutions within the territory ofChina.Article 19A contractual joint venture may, within its approved scope of operation,import materials it needs and export products it produces. A contractualjoint venture may purchase, on both the domestic market and the worldmarket, the raw and processed materials, fuels, etc. within its approvedscope of operation.Article 20A contractual joint venture shall achieve on its own the balance of itsforeign exchange receipts and expenditures. If a contractual joint ventureis unable to achieve the balance of its foreign exchange receipts andexpenditures on its own, it may, in accordance with state provisions,apply to the relevant authorities for assistance.Article 21A contractual joint venture shall, in accordance with state provisions ontax, pay taxes and may enjoy the preferential treatment of tax reductionor exemption.
Article 22The Chinese and foreign parties shall share earnings or products,undertake risks and losses in accordance with the agreements prescribed inthe contractual joint venture contract.If, upon the expiration of the period of a venture's operation, all thefixed assets of the contractual joint venture, as agreed upon by theChinese and foreign parties in the contractual joint venture contract, areto belong to the Chinese party, the Chinese and foreign parties mayprescribe in the contractual joint venture contract the ways for theforeign party to recover its investment ahead of time during the period ofthe venture's operation. If the foreign party, as agreed upon in thecontractual joint venture contract, is to recover its investment prior tothe payment of income tax, it must apply to the financial and taxauthorities, which shall examine and approve the application in accordancewith state provisions concerning taxes.If, according to the provisions of the preceding paragraph, the foreignparty is to recover its investment ahead of time during the period of theventure's operation, the Chinese and foreign parties shall, as stipulatedby the relevant laws and agreed in the contractual joint venture contract,be liable for the debts of the venture.Article 23After the foreign party has fulfilled its obligations under the law andthe contractual joint venture contract, the profits it receives as itsshare, its other legitimate income and the funds it receives as its shareupon the termination of the venture, may be remitted abroad according tolaw.The wages, salaries or other legitimate income earned by the foreign staffand workers of contractual joint ventures, after the payment of theindividual income tax according to law, may be remitted abroad.
Article 24Upon the expiration or termination in advance of the term of a contractualjoint venture, its assets, claims and debts shall be liquidated accordingto legal procedures. The Chinese and foreign parties shall, in accordancewith the agreement specified in the contractual joint venture contract,determine the ownership of the venture's property. A contractual jointventure shall, upon the expiration or termination in advance of its term,cancel its registration with the administrative authorities for industryand commerce and the tax authorities.Article 25The period of operation of a contractual joint venture shall be determinedthrough consultation by the Chinese and foreign parties and shall beclearly specified in the contractual joint venture contract. If theChinese and foreign parties agree to extend the period of operation, theyshall apply to the examination and approval authori