The parties to the venture shall share the profits, risks and losses in proportion to their contributions to the registered capital.

合營者的注冊資本如果轉(zhuǎn)讓必須經(jīng)合營各方同意。

If any of the joint venturers wishes to assign its registered capital, it must obtain the consent of the other parties to the venture.

第五條合營企業(yè)各方可以現(xiàn)金、實物、工業(yè)產(chǎn)權(quán)等進(jìn)行投資。

Article 5 The parties to an equity joint venture may make their investment in cash, in kind or in industrial property rights, etc.

外國合營者作為投資的技術(shù)和設(shè)備，必須確實是適合我國需要的先進(jìn)技術(shù)和設(shè)備。

The technology and equipment contributed by a foreign joint venturer as its investment must be really advanced technology and equipment that suit China's needs.

如果有意以落后的技術(shù)和設(shè)備進(jìn)行欺騙，造成損失的，應(yīng)賠償損失。

In case of losses caused by a foreign joint venturer in its practicing deception through the intentional provision of outdated technology and equipment, it shall compensate for the losses.

中國合營者的投資可包括為合營企業(yè)經(jīng)營期間提供的場地使用權(quán)。

A Chinese joint venturer's investment may include the right to the use of a site provided for the equity joint venture during the period of its operation.

如果場地使用權(quán)未作為中國合營者投資的一部分，合營企業(yè)應(yīng)向中國政府繳納使用費(fèi)。

If the right to the use of the site is not taken as a part of the Chinese joint venturer's investment, the equity joint venture shall pay the Chinese Government for its use.

上述各項投資應(yīng)在合營企業(yè)的合同和章程中加以規(guī)定，其價格（場地除外）由合營各方評議商定。

The above-mentioned investments shall be specified in the contract and articles of association of the equity joint venture and their value (excluding that of the site) shall be assessed by all parties to the venture.

第六條合營企業(yè)設(shè)董事會，其人數(shù)組成由合營各方協(xié)商，在合同、章程中確定，并由合營各方委派和撤換。

Article 6 An equity joint venture shall have a board of directors; the number of the directors thereof from each party and composition of the board shall be stipulated in the contract and articles of association after consultation among the parties to the venture; such directors shall be appointed and replaced by the relevant parties.

董事長和副董事長由合營各方協(xié)商確定或由董事會選舉產(chǎn)生。

The chairman and the vice-chairman (vice-chairmen) shall be determined through consultation by the parties to the venture or elected by the board of directors.

中外合營者的一方擔(dān)任董事長的，由他方擔(dān)任副董事長。

If the Chinese side or the foreign side assumes the office of the chairman, the other side shall assume the office(s) of vice-chairman (vice-chairmen).

董事會根據(jù)平等互利的原則，決定合營企業(yè)的重大問題。

The board of directors shall decide on important problems concerning the joint venture on the principle of equality and mutual benefit.

董事會的職權(quán)是按合營企業(yè)章程規(guī)定，討論決定合營企業(yè)的一切重大問題:

The functions and powers of the board of directors are, as stipulated in the articles of association of the equity joint venture, to discuss and decide all major issues concerning the venture, namely,

企業(yè)發(fā)展規(guī)劃、生產(chǎn)經(jīng)營活動方案、收支預(yù)算、利潤分配、勞動工資計劃、停業(yè)，以及總經(jīng)理、副總經(jīng)理、總工程師、總會計師、審計師的任命或聘請及其職權(quán)和待遇等。

the venture's development plans, proposals for production and business operations, the budget for revenues and expenditure, the distribution of profits, the plans concerning manpower and wages, the termination of business, and the appointment or employment of the general manager, the vice-general manager(s), the chief engineer, the treasurer and the auditors, as well as the determination of their functions, powers and terms of employment, etc.

正副總經(jīng)理(或正副廠長)由合營各方分別擔(dān)任。

The offices of general manager and vice-general manager(s) (or factory manager and deputy manager(s)) shall be assumed by the respective parties to the venture.

合營企業(yè)職工的雇用、解雇，依法由合營各方的協(xié)議、合同規(guī)定。