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Detailed Rules for the Implementation of the Law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures
(Approved by the State Council of the People's Republic of China on August 7, 1995 and Promulgated by the Ministry of Foreign Trade and Economic Cooperation on September 4, 1995)

Chapter I - General Provisions

Article 1

Article 2

Article 3

Article 4

Article 5

Chapter II - The Establishment of a Cooperative Joint Venture

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Chapter III - Form of Organization and Registered Capital

Article 14

Article 15

Article 16

Chapter IV - Investment and Cooperation Conditions

Article 17

Article 18

Article 19

Article 20

Article 21

Article 22

Article 23

Chapter V - Organizational Structure

Article 24

Article 25

Article 26

Article 27

Article 28

Article 29

Article 30

Article 31

Article 32

Article 33

Article 34

Article 35

Chapter VI - Purchase of Materials and Marketing of Products

Article 36

Article 37

Article 38

Article 39

Article 40

Article 41

Article 42

Chapter VII - Distribution of Income and Recovery of Investment

Article 43

Article 44

Article 45

Article 46

Chapter VIII - Duration and Dissolution

Article 47

Article 48

Article 49

Chapter IX - Special Provisions on Cooperative Joint Ventures without Legal Person Status

Article 50

Article 51

Article 52

Article 53

Article 54

Chapter X - Supplementary Provisions

Article 55

Article 56

Article 57

Article 58

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Manifest

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China - Detailed Rules for the Implementation Laws of China on Chinese-Foreign Cooperative Joint Ventures, 1995

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Detailed Rules for the Implementation of the Law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures
(Approved by the State Council of the People's Republic of China on August 7, 1995 and Promulgated by the Ministry of Foreign Trade and Economic Cooperation on September 4, 1995)

Chapter V - Organizational Structure

Article 28

Directors of the board or members on the joint management committee shall meet at least once a year, with the meeting convened and presided over by the chairman of the board or director of the committee. Where the chairman of the board or the director of the committee is unable to perform his/her duties out of special reasons, he/she may appoint a vice chairman of the board, deputy director of the committee, other directors or members to convene and preside over such meetings. Meetings of the board or committee may be convened on proposals made by more that one third of the total number of directors or members. Meetings of the board or committee can only be convened with the presence of more than two thirds of directors or members. Directors or members unable to participate in such meetings shall entrust, in written form, others to participate in such meetings and lodge votes on their behalf. Decisions made at the board or the committee meetings shall be adopted with the consents of more than half of the directors or members. Directors or members who neither participate in the said meetings nor entrust others to participate in the said meetings on their behalf without any reasonable excuse shall be regarded as having participated in the meetings of the board or the committee and having lodged abstention votes.

All directors or members shall be notified of the board or the committee meetings 10 days prior to their convocation.

Decisions may also be made by the board or the committee through correspondence.


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