4.2.1 合同条款
1. 合营公司实行董事会领导下的总经理负责制。合营公司设总经理一名，由甲方提名；副总经理一名，由己方提名。总经理、副总经理由董事会聘任，任期为三年，经董事会批准后可以连任。总经理直接对董事会负责，副总经理协助总经理工作。 1. The JV Company shall practice the general manager responsibility system under the leadership of the board of directors. The JV Company shall have a general manager, who shall be nominated by Party A, and a deputy general manager, who shall be nominated by Party B. The general manager, deputy general manager shall be appointed by the board of directors, for a term of three (3) years. Their term of office may be renewed with the approval by the board of directors. The general manager shall be directly responsible to the board of directors, and the deputy general manager shall assist the general manager in his work.
2. 经营管理机构内设若干部门，分别负责公司各部门的工作，办理总经理和副总经理交办的事项，并对总经理和副总经理负责。总经理有权根据劳动合同和中国有关法律规定，对公司部门经理及其以下各级职工的雇佣、解聘、升级、降职、调动等做出决定并予以执行。2. The business management organization shall comprise several departments, which shall take charge of various works of the company, handle the matters assigned by the general manager or deputy general manager and be responsible to the general manager and the deputy general manager. The general manager shall have the right to make and implement decisions on hiring, dismissal, promotion, demotion or transfer of the managers of the various departments and the staff and workers at lower levels in accordance with the labor contracts and the provisions of the relevant laws of China.
3. 总经理的主要职责是执行董事会的各项决定，组织领导日常生产、经营和管理，编制并向董事会提交年度计划和预算，包括财务预算，资本投资和处分、借款计划，价格水平、销售量、开支、收益、可分配利润和业务经营所需的其他项目的预测。此外，总经理还应行使下列权利和职责： （1）定期向董事会提交有关公司收入和支出的书面报告及改进建议； （2）制定公司经营管理的规章制度及各部门劳力、责任和职能的分配，并在董事会批准后予以落实； （3）制定人员培训计划，经董事会审查批准后执行； （4）处理对外关系，代表公司与第三方签订商业文件或其他公司文件； （5）在提起诉讼、抗辩或仲裁程序中担任公司的授权代表； （6）董事会委托的其他权利和职责（由公司规定）。 3. The main responsibilities of the general manager shall be to implement the various decisions of the board of directors, to organize and lead the day-to-day production, operation and management, and to prepare and submit to the board of directors the annual plan and budget, including the financial budget, and the plan for capital investments and dispositions, borrowings, and forecasts of price level, sales volumes, expenses, earnings, distributable profits and such other items as are required for business operations. In addition, the general manager shall exercise the following rights and duties: (1) submit periodic written reports to the board of directors on the incomes and expenditures of the company together with suggestions of improvement; (2) formulate rules and regulations for the operation and management of the Company and a plan for the division of labor, and responsibilities and functions of various departments, and implement same after they are approved by the board of directors; (3) formulate personnel training programs and implement such programs following their examination and approval by the board of directors; (4) handle external relations, and represent the Company in signing commercial documents and other corporate documents with third parties; (5) act as the authorized representative of the Company in connection with the institution or defense of any lawsuits or arbitration proceedings; and (6) exercise such other rights and duties as are entrusted by the board of directors (which shall be specified by the Company).
4. 公司设总会计师一名，负责领导公司的财务会计工作。总会计师应按照董事会要求和中国法律有关规定要求编制月度财务报告。 4. The Company shall have a chief accountant, who shall be responsible for directing the financial and accounting work of the Company. The chief accountant shall prepare monthly financial reports required by the board of directors and in compliance with the relevant provisions of Chinese laws.
5. 总经理、副总经理、总会计师或其他高级职员应维护公司的合法权益，未经董事会批准均不得在可能与公司形成竞争的任何经济组织中任职，或参与该等经济组织与公司的竞争。5. The general manager, deputy general manager, chief accountant or other officers shall protect the legitimate rights and interests of the Company. Without the approval by the board of directors, none of them may concurrently hold any position in any economic organization that is likely to compete against the Company, or joint it in competing against the Company.
6. 总经理、副总经理、总会计师或其他高级职员请求辞职时，应提前3个月向董事会提出书面报告。 以上人员由营私舞弊或者严重失职行为的，经董事会决议，可随时解聘。触犯刑律的，要依法追究刑事责任。 6. If the general manager, the deputy general manager, the chief accountant or any other officer wishes to resign from his office, he shall submit a prior written report to the board of directors three (3) months in advance. If any of the above personnel commits an act of graft or serious dereliction of duty, the board of directors may decide to dismiss him at any time. He who has violated the criminal law shall be prosecuted according to law.
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