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

合营者的注册资本如果转让必须经合营各方同意。

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

第五条合营企业各方可以现金、实物、工业产权等进行投资。

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

外国合营者作为投资的技术和设备，必须确实是适合我国需要的先进技术和设备。

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术和设备进行欺骗，造成损失的，应赔偿损失。

In case of losses caused by a foreign joint venturer in its practicing deception through the intentional provision of outdated technology and equipment, it shall compensate for the losses.

中国合营者的投资可包括为合营企业经营期间提供的场地使用权。

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.

如果场地使用权未作为中国合营者投资的一部分，合营企业应向中国政府缴纳使用费。

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.

上述各项投资应在合营企业的合同和章程中加以规定，其价格（场地除外）由合营各方评议商定。

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.

第六条合营企业设董事会，其人数组成由合营各方协商，在合同、章程中确定，并由合营各方委派和撤换。

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.

董事长和副董事长由合营各方协商确定或由董事会选举产生。

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.

中外合营者的一方担任董事长的，由他方担任副董事长。

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).

董事会根据平等互利的原则，决定合营企业的重大问题。

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

董事会的职权是按合营企业章程规定，讨论决定合营企业的一切重大问题:

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,

企业发展规划、生产经营活动方案、收支预算、利润分配、劳动工资计划、停业，以及总经理、副总经理、总工程师、总会计师、审计师的任命或聘请及其职权和待遇等。

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.

正副总经理(或正副厂长)由合营各方分别担任。

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.

合营企业职工的雇用、解雇，依法由合营各方的协议、合同规定。