公司章程---英文模板
公司章程_中英模板
[Company Name]Article 1: Name and Registered Office1.1 The name of the Company is [Company Name].1.2 The registered office of the Company is situated at [Registered Office Address].Article 2: Objects and Purposes2.1 The objects of the Company are [Specify the primary objectives and purposes of the Company, e.g., to carry on the business of [Business Description]].2.2 The Company shall have power to promote and support any charitable, educational, scientific, religious, or other objects and purposes which are beneficial to the community and consistent with its objects.Article 3: Share Capital3.1 The share capital of the Company shall be divided into [Number of Shares] shares of [Nominal Value] each, fully paid up on issue.3.2 The Company shall have the power to issue further shares of the same class as the existing shares from time to time.Article 4: Membership4.1 Membership of the Company shall be open to any individual or corporate body who agrees to the terms of the Articles of Association.4.2 The Directors shall have the power to admit new members and may refuse admission to any applicant if, in their absolute discretion, they consider it to be in the best interests of the Company.Article 5: Rights and Obligations of Members5.1 Members shall have the right to receive dividends and other distributions declared by the Directors.5.2 Members shall be entitled to attend General Meetings of the Company and to vote on matters submitted to the Members.5.3 Members shall comply with the provisions of the Articles of Association and any rules made by the Directors.Article 6: Directors6.1 The Directors of the Company shall be appointed by the Members in accordance with the provisions of the Articles of Association.6.2 The Directors shall act in the best interests of the Company and shall be subject to the direction and control of the Members.6.3 The Directors shall be indemnified by the Company against any liabilities, costs, or expenses incurred in or arising out of their duties as Directors.Article 7: Meetings7.1 General Meetings of the Company shall be held at such times and places as the Directors may determine.7.2 The Directors shall call an Annual General Meeting of the Company not later than [Number of Months] months after the end of the financial year.7.3 Special General Meetings may be called by the Directors or upon the requisition of [Number of Percentage] of the Members.Article 8: Financial Year8.1 The financial year of the Company shall commence on [Start Date] and end on [End Date].Article 9: Accounting and Auditing9.1 The Directors shall cause proper books of account to be kept at the registered office of the Company.9.2 The accounts of the Company shall be audited by an auditor appointed by the Members.Article 10: Amendments to the Articles of Association10.1 Any amendment to the Articles of Association shall be made by a Special Resolution passed at a General Meeting of the Company.Article 11: Dissolution11.1 The Company may be dissolved by Special Resolution passed at a General Meeting of the Members.11.2 Upon the dissolution of the Company, any surplus assets remaining after the satisfaction of all debts and liabilities shall be distributed to the Members in proportion to their shareholdings.---公司章程[公司名称]第一章：名称和注册办公地址1.1 本公司的名称为[公司名称]。
公司章程英文版
’Republic ofChina (hereinafter referred to as the ), relevant laws and other administrative regulations,these articles of association are formulated in order to protect company and shareholders’legal rightswhen corporate business license is issued.accordance with their subscribed capital contributions. Company undertakes its financial obligations with its all properties.(1) Axial excitation detection site engineering service.(2) Pipeline inspection and maintenance.(3) Pipeline integrity management.(4) Pipeline engineering projects.Investment Name of Shareholder Subscribed Capital ContributionRatioCorporate registered capital will be subscribed in two phases. Each Shareholders, funding in the form of currency, should deposit its capital adequately to the bank account opened by company; those who make non-monetary investment should have its properties evaluated and legally complete its transfer of property rights after all shareholders approval.Shareholders should subscribe their own sufficient capitalcontributions on schedule and obtain the certificate issued by legally authorized institution.Shareholders enjoy such rights as:(1) Acquire profits according to their real subscribed contributions; haveprivilege to make subscribed capital contributions based on their previousreal investment when new additional investment demanded by company.(2) Attend the shareholders' meetings or consign attorney to it; exercise theirvotes under the ratio of subscribed contributions(3) Enjoy preference to purchase stock equity transferred by other shareholders.(4) Make inspections over corporate business managements; bring forwardrelevant proposals and inquiries.shareholder ’sinvestment amount, time and forms are listed as follows:Second InvestmentAmount-- Name of Shareholder First InvestmentAmountTime Time Form Form -- --(5) Assign directors or supervisors.(6) Check financial accounts; look up and duplicate corporate statute, theshareholders' meeting minutes, the directorate conference resolutions, theconference resolutions of board of supervisors and accounting reports.(7) Share residual properties in accordance with subscribed contributions whencompany comes to an end.(8) Other rights by law, rules or company regulations.(1) Comply with laws, rules and corporate regulations. Shall not misapplyentitled rights to harm corporate and other shareholders' interests.(2) Make limited subscribed capital contributions on schedule.(3) Refuse to withdraw investment after company is established.(4) Other obligations and liabilities regulated in laws, rules and companyarticles of association.not primary stockholders before they successfully win more than 50% support from the board. Meanwhile, shareholders are supposed to inform the rest shareholders of relevant transfer in writing which should be regarded as approval if no responses from the other shareholders in 30 days from the date when they receive written informs. The rest shareholders should purchase the stock rights designed to transfer if others disagree with transfer, otherwise they are redeemed to agree with it. The rest shareholders have priority to purchase the stock equity approved for transfer under equal conditions. If more than two shareholders have ambitions for purchasing right, they may negotiate the percentage of purchase. In case of no consensus on proportion of transfer they can exercise their privileges based on the ratio of their subscribed contributions.' meeting, made up of all shareholders, performs as theauthorities of company and have the following duties：(1) Determine business policies and investment plans.(2) Vote and change directors and supervisors; decide the remunerationsconcerning directors and supervisors.(3) Deliberate directorate report.(4) Discuss supervisors ’ reports.(5) Consider the company’s proposed annual financial budget and finalprogram.(6) Discuss and approve profit distribution and program to cover deficit.(7) Make resolutions on increasing or decreasing registered capital.(8) Make resolutions on issuing debenture stock.(9) Make resolutions on company’s incorporation, separation, dissolution,liquidation or form change.(10) Amend articles of association.(11) Exercise other duties listed in laws, rules and company regulations.shareholders ’meeting themselves or entrust attorney to do so instead. If assigned to joining the meeting, attorneys should show the letter of authorization of shareholders to the rest.’ meeting shall be summonedand held by SRPT.contributions in the conference of shareholders ’ meeting.’ m eeting can be classified intoregular conference and interim conference The former shall be convened once a year and arranged in 6 months after last fiscal year comes to an end. The latter should beheld under the approval of over 1/10 shareholders who enjoy votes and more than 1/3 directors and supervisors.If the call for summoning conference has been made, it should come to all shareholders 15 days in advance. After the consensus of whole shareholders, notification time can be modified.’ meeting is summoned by directorate and held bychairman. If the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. Provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside at the meeting.Supposing the directorate cannot or do not exercise summoning shareholders ’meeting, over 1/10 shareholders who enjoy vote rights in the meeting can voluntarily summon the other shareholders and hold the conference’ meeting cannot come intoeffect without the approval from the shareholders who have more than 50% vote of the meeting. However, resolutions about amending articles of association, incorporation and separation, increasing or decreasing registered capital, or changing forms can be acceptable if advocated by shareholders who enjoy more than 2/3 vote rights in the meeting.assigned, 2 directors from. The term of office of director is restricted to 2 years and the directors can be re-elected when expiration arrives. In directorate there is one chairman assigned and one deputy chairman appointed.s’ meeting and entitledto following duties:(1) Summoning shareholders’ meeting and making work reports for shareholders’meeting.(2) Executing the resolutions of shareholders’ meeting.(3) Determining business programs and investment plans.(4) Drafting annual fiscal budget and final plans.(5) Drafting profit distribution and program to cover deficit.(6) Working out plans to increase or decrease registered capital and programsconcerning debenture stock issuance.(7) Making proposals on company’s incorporation, separation, dissolution,liquidation or form change.(8) Deciding internal management structures.(9) Deciding on employing or dismissing general manager and his remuneration;determining on employing or dismissing deputy general manager, financial officer and their salary according to the general manager’s nomination.(10) Drafting basic management rules.(11) Other authorities invested by company ’s regulations and shareholders ’meeting.chairman. If the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. Provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside the meeting.are summoned by the chairman who is supposed to inform all directors and supervisors in writing 10 days ahead of conference.more than 1/10 vote right in the meeting and more than 1/3 directors, general managers and supervisors have made relevant proposal. The chairman shall summon and preside at the directorate conference within 10 days when he receives the proposal.’s informing interim conference can bewritten letters, correspondences, telephones, faxes or emails. The time limit should be 5 days ahead of conference (exclusive of the day of conference). Yet, under someemergent conditions interim conference should be held as soon as possible. In such cases, telephone and other oral notification can be acceptable. The convener should make detailed specification about it later.’attendance. The directorate resolutions shall be voted for by more than half of the whole directors, under conditions of one person one vote.directorate. Those related to affiliated transactions shall not exercise their vote rights or vote on behalf of other directors during the examination. Summoning such conference can be acceptable if more than 50% unrelated directors attend it. The resolution should be admitted by over half of all unrelated directors. If less than 3 unrelated directors attend the conference, the affairs should be submitted to shareholders ’ meeting.for some reasons they fail to join the meeting, they can assign other directors to attend it. The letter of commitment shall cover attorney ’s name, the items entrusted, scope of authority, valid period, signature or stamp of principal. The directors entrusted can exercise director rights within the scope of authority. Failure to participate in directorate conference or entrust some representative to show up will be deemed waiver in the meeting.minutes with the signatures of directors attending the conference. Directorate minutes should be preserved as company archives for at least 10 years.obligations. If the board resolutions violate laws, rules, company articles of association or the resolutions of shareholders ’ meeting and result in great loss, the directors attending the conference shall take responsibility for compensation. However, if it can be proven that a director expressly objected to the resolution whenthe resolution was voted on, and that such objections were recorded in the minutes of the meeting, such director may be exonerated from liability.General manager, responsible to directorate, fulfils such duties as:(1) Take charge of production and business management, carry out directorateresolution.(2) Fulfill annual business program and investment plan.(3) Draft internal management structure plan(4) Draw up basic management regulations(5) Formulate concrete rules.(6) Nominate or dismiss deputy general manager and financial officer.(7) Decide on the nomination and dismissal of the officers except those decidedby directorate.(8) Enjoy other legal power authorized by directorate. Attend the directorateconference as non-vote delegate.supervisor ’s term of office is limited to 3 years and can be continued when expiration arrives. Directors and senior management are not permitted to serve as supervisors concurrently.(1) Inspect corporate finance.(2) Supervise the performance of directors and senior management. Makeremoval proposal to the directors and senior management who offend laws, rules, articles of association or the resolution of shareholders ’ meeting.(3) Rectify the deeds by directors and senior management that result in harms tocompany benefits.(4) Propose interim shareholders ’ meeting. Summon and preside shareholders ’meeting when directorate refuse to fulfill the duties listed in articles of association.(5) Bring forward proposal for shareholders ’ meeting.(6) Conduct prosecution to directors and senior management under provision 152.(7) Enjoy other powers authorized by articles of corporation. Supervisor ispermitted to attend the board conference as non-vote delegate and make inquiries or suggestions to the items listed in directorate resolution.Meanwhile, supervisor can commence an investigation related to any abnormal business management. When necessary, supervisor is allowed to employ a certified public accountant to assist his work with relevant chargescovered by company. The necessary expenses during his performance will beprovided by company.regulations authorized by financial department of State Council and establish financial accounting regulations, and should work out financial accounting report each fiscal year and have it legally verified and audited by public accounting firm. Financial accounting report should be delivered to each shareholder within 3 months at the end of each fiscal year.paid:(1) Cover previous deficit.(2) Collect 10% profit as statutory common reserve (company ’s reserve fund).Statutory reserve fund may be waived once the cumulative amount of fundstherein exceeds 50 percent of the company registered capital.(3) Collect 15% profit as discretionary reserves (company development fund).Extract 10% profit as innovation fund. Preserve 15% benefit as staff awardsand welfare fund. The proportion and usage of each reserves may beadjusted through consensus of shareholders ’ meeting subject to annualbusiness management.(4) Pay shareholders the dividend. Company shall share profit in accordancewith the proportion of subscribed contribution in registered capital afterpaying income tax and collecting reserves. In principle, the dividend shouldexceed 25% annual net profit.(1) Either Business period stipulated in articles of association expires, or other dissolution reasons defined by regulations occurs except for those surviving amendment by company.(2) The resolutions of shareholders ’ meeting to dissolution.(3) Dissolution due to merger or division.(4) Business license has been revoked under laws. Ordered to close down orwithdraw.(6) Other occurrences stipulated by laws and administrative rules.5 of former article, a liquidation group should be formed and start to work within 15days from the date of liquidation confirmation, draft liquidation report and submit it to shareholders ’meeting for confirmation after completing liquidation. They should also file liquidation report to registration authority, apply for cancellation of registration and claim termination of company.rules, the latter shall prevail.11‘more than ’ should be inclusive; ‘more than half ’should be exclusive.article of association.be submitted to registration authority.Legal Representative ：Legal Representative ：。
公司章程英文本
公司章程英文本1Articles of AssociationOfChongqing, ChinaDate: [ ],资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。
Table of ContentsArticle 1 - Name of Company (3)Article 2 - Name of Investor (3)Article 3- The Company (3)Article 4- Purpose and Scope of Business of the Company (5)Article 5- Total Amount of Investment and Registered Capital (5)Article 6- Encumbrance of Investment (7)Article 7- Board of Directors (7)Article 8- Management Organisation (15)Article 9- Labour Management (18)Article 10 -Trade Union (21)Article 11 - Taxes, Finance, Audit and Distribution of Profits (21)Article 12 -Bank Accounts and Foreign Exchange (24)Article 13 -Term (26)Article 14 -Early Termination (27)Article 15 -Liquidation (29)Article 16 - Insurance (32)Article 17 - Rules and Regulations (32)Article 18 -Miscellaneous (33)The prese nt articles are hereby formulated by . (here in after referred to as the ” Investor ” ) imscowrthathe Law of the People s Republic of China ( ” PRC ) on Wholly Fore-gOwned Enterprises and other applicable Chin ese laws and regulati ons, for the establishme nt of the wholly foreign- owned enterprise (the ”Company” ) in Chongqing, PRC.Article 1 - Name of Compa ny2Name of the Compa ny in En glish:Name of the Compa ny in Chin ese:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 2 - Name of Inv estorName of the Inv estor in En glish:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 3 - The Compa ny3.1 Legal PersonThe Compa ny shall be a legal pers on un der the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Compa ny shall comply with applicable PRC laws and regulati ons.3.2 Limited Liability Compa nyThe Company shall be a limited liability company under the laws of the PRC.The liability of the Inv estor for the losses, risks, liabilities and any other obligati ons whatsoever of the Compa ny shall be limited to the registered capital of the3Compa ny.3.3 Date of Establishme ntThe date of the establishme nt of the Compa ny shall be the date on which the Compa ny is issued its Busin ess Lice nse.3.4 Bran chesThe Compa ny may establish branch offices and subsidiaries any where in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreig n Trade and Econo mic Commissio n or its successor and any othergover nmen tal age ncies whose approval may be required by law with respect to the matters herein ( ” Exam in ati onand Approval Authority ” ).Article 4 - Purpose and Scope of Bus in ess of the Compa ny4.1 PurposeThe purpose of the Compa ny shall be to stre ngthe n econo mic cooperatio nand tech ni cal excha nge, to improve and promote retail services in Chongqing and other cities in China by adopting adva need and appropriate tech no logies and scie ntific man ageme nt methods and to bring satisfactory econo mic ben efits to the inv estor.44.2 Busin ess Scope(The bus in ess scope men tio ned above shall be subject to the approval of the related in dustrial and commercial authority.)Article 5 - Total Amount of Inv estme nt and Registered Capital5.1 Total Amount of Inv estme ntThe total amount of inv estme nt of the Compa ny shall be.5.2 Registered CapitalThe registered capital of the Compa ny shall be .5.3 Con tributi on to Registered CapitalInvestor ' s contribution to the registered capital of the Company shallbe in cash. The registered capital of the Compa ny shall be paid by the Investor in instalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) mon ths after the Date ofEstablishme nt. The bala nce of the registered capital shall be fully paid withthree (3) years after the Date of Establishme nt accord ing to releva nt Chin ese laws and regulatio ns.5.4 Inv estme nt Certificates5The Compa ny shall retain at its expe nse a certified public acco untantregistered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investmentcertificate to the Investor evidencing the contribution by the Investor on the basis of such report.5.5 Differen ces betwee n Total Amount of Inv estme nt and Registered CapitalThe differe nce betwee n the total amount of inv estme nt and registered capital of the Compa ny may, pursua nt to the decisi on of the Board in accorda ncewith the bus in ess n eeds of the Compa ny, be raised by the Compa ny through loa ns from domestic an d/or foreig n finan cialin stituti ons.5.6 Changes of Registered Capital and Total Amount of Inv estme ntAny cha nges in the registered capital an d/or total amount ofinv estme nt in the Compa ny shall be approved by a unanim ous vote ofall of the Board of Directors prese nt in pers on, by telepho ne or by proxy at aduly convened meeti ng of the Board and submitted, if required by law, to theExam in ati on and Approval Authority for approval. Upon receipt of suchapproval, the Compa ny shall register the changes in the registered capitaland/or total amount of inv estme nt with the origi nal departme nt of administratio n of in dustry and commerce.Article 6 - En cumbra nee of Inv estme nt6The Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanim ous approval of the Board of Directors and the carrying out procedure to change registration with the original registrati on body.Article 7 - Board of Directors7.1 Formati on of Board(a) The date of issua nee of the Compa ny ' s Busin ess Lice nse shallbe the date of the establishme nt of the Board of Directors(” Board ” ).(b) The Board of Directors shall be composed of three (3)Directors who shall be all appo in ted by the Inv estor. TheDirectors shall each have a term of office of four (4) years, and each shallbe eligible for con secutive terms of office upon reappo in tme nt by the Investor. Any vaca ncy created in the Board of Directors shall be immediatelyfilled by the Inv estor.The Inv estor may at any time remove with or without cause any Directorand appo int in lieu thereof any other pers on to serve the remainder of theremoved Director ' s term. TheInvestor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairma n of the Board shall be thelegal represe ntative of the Compa ny and shall have the power to represe7nt and act on behalf of the Compa ny. When ever the chairman is unableor fails to discharge his duties, the Director hav ing served the Ion gest onthe Board shall represe nt the Company and perform the chairman 'sduties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Compa ny andshall have the right to make decisi ons on all matters of the Compa ny.8资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。
公司章程---英文模板
“Translation of Articles of Incorporation of XXX Co. Ltd”Articles of IncorporationofXXX Co. LtdChapter 1 General ProvisionsArticle 1 This articles of incorporation is made in accordance with the Company Law of P. R.C and the Regulations of Shenzhen Special Economic Zone on Limited Company.Article 2 All activities of the company should comply with and be protected by national laws and rules.Article 3 The company is registered with Shenzhen Municipal Industrial and Commercial Administration.Business Name:Address:Article 4 Business scope: domestic trade, materials buy & sell (exclusive of the controlled goods ); import and export of goods; economic information consulting service.The business scope is subject to the approval of relevant government authority. The company shall conduct its business within its approved business scope.Article 5 To meet business needs, the company may make foreign investment, and set up branches and offices overseas.Article 6 The term of the company is 10 years, beginning from the date of its registration.Chapter 2 ShareholdersArticle 7 There are two shareholders, and their names and addresses are listed as follows: Name Address ID No.Article 8 Shareholders have the following rights:(1)elect or be elected as the executive director or supervisor;(2)call for shareholders’ meetings according to laws, rules and articles of incorporation;(3)supervise the company’s operating activities and daily management;(4)have access to the articles of incorporation of the company, the minutes ofshareholders’ meetings and financial documents, and put forward suggestions on thecompany’s operation;(5)gain dividend in proportion to their shares and have the preemptive rights for newshares;(6)share the company’s residual assets in proportion to their shares upon the dissolutionof the company;(7)file lawsuits against the company for compensations if the shareholders’ interests aredamaged by the company;Article 9 Shareholders are obligated to:(1) pay the subscribed contributions;(2) assume the responsibilities in proportion to their capital contributions;(3) not withdraw their capital contributions after the registration of the company;(4) abide by the Articles of Incorporation and not disclose the company’s trade secrets.(5) support the company’s management, put forward valuable suggestions and promote thedevelopment of the company.Article 10 After the establishment of the company, stock certificates should be issued to the shareholders, and should contain the following information:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the names and capital contributions of the shareholders;(5) the serial number and issuance date of the stock certificate.The stock certificate should be signed by the legal representative and stamped by the company.Article 11 The company shall maintain a record of shareholders which shall set forth the following information:(1) the names of shareholders;(2) addresses of shareholders;(3) the amounts of shareholders’ capital contributions;(4) the serial numbers of shareholders’ stock certificates.Chapter 3 Registered CapitalArticle 12 The company’s registered capital is RMB 500,000 Yuan. The capital contributions and shares of ownership of the shareholders are as follows:Name of Shareholders Capital Contributions Percentage of ownershipArticle 13 The shareholders shall make the investments in cash.Article 14 The shareholders shall make full payment of the subscribed capital contributions before the registration. Otherwise, they shall be held liable to the shareholders who have fully made capital contributions.Article 15 Shareholders may contribute in kind, and may do so upon completion of the procedures as required by relevant law and regulations.Article 16 The shareholders may transfer their shares in such a manner as allowed by laws.Chapter 4 Shareholders’ MeetingArticle 17 The shareholders’ meeting has the highest authority in the company.Article 18 The shareholders’ meeting has the following authorities:(1)decide the business policies and investment plans;(2)elect and remove the executive director, and decide his/her remuneration;(3)elect and remove the supervisors, and decide their remunerations;(4)review and approve the working reports of the executive directors;(5)review and approve the working reports of the supervisors;(6)review and approve the company’s annual budget and final accounts plan;(7)review and approve the company’s profit distribution plan and loss recovery plan;(8)make resolutions on the increase or reduction of registered capital;(9)make decisions to issue bonds;(10)make resolutions on the transfer of the shareholders’ shares;(11)make resolutions on the company's merger, division, dissolution, liquidation andchange of the corporate form;(12)amend the Articles of Incorporation.Article 19 The shareholders have the right to vote in the shareholders’ meetings.Increase or decrease of the registered capital, division,merger, dissolution, and change of the form of the company shall be approved by two-thirds of the voting shares.Article 20 The annual shareholders’meeting is held in December each year. An interim meeting can be held if agreed upon by one-fourth of the voting shares, or proposed by the executive directors or the supervisors.Article 21 The executive director calls and presides over the shareholders’meeting. If he/she can’t perform this duty because of some special reasons, a shareholder appointed by him/her can assume this responsibility.Article 22 All the shareholders shall be informed with written notice or other forms at least 15 days before the shareholders’ meeting. If a shareholder cannot attend the meeting with cause, a duly authorized proxy may represent the shareholder to be present.Generally, resolutions of the shareholders’ meetings are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Resolutions of the shareholders’ meetings on amendment to the Articles of Incorporation are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Article 23 The resolutions of the shareholders’ meeting should be reduced to writing, and all the shareholders attending the meeting should sign on the minutes.Chapter 5 The Executive DirectorArticle 24 The company shall not form Board of Directors, but instead an executive director to perform the duties of Board of Directors.Article 25 Elected by the shareholders’meeting, the executive director is the legal representative of the company. The term is three years.Article 26 The executive director is nominated by shareholders and elected by the shareholders’ meeting.Article 27 The executive director can be reelected. Prior to the expiration of the executive director’s term, the shareholders’ meeting may not remove him/her without cause.Article 28 Responsible to the shareholders, executive director has the following authorities and duties:(1)call the shareholders’ meeting and make working reports on the meeting;(2)carry out the resolutions of the shareholders’ meeting;(3)decide the company’s running and investment plans;(4)make the company’s annual financial plans and final account plans;(5)make the company’s profit distribution plans and loss recovery plans;(6)make plans on the increase or reduction of registered capital;(7)makes plans on the company's merger, division, dissolution, liquidation and thechange of the company’s type;(8)decide the formulation and structure of the company’s internal subdivisions;(9)decide to hire or fire a manager and his/ her remuneration, and according to themanager’s nomination, decide to hire or fire the deputy manager, the financial officerand their remuneration;(10)decide the company’s basic management system.Article 29 The executive director should submit the decisions to the shareholders’ meeting in written form.Chapter 6 Business Management OfficeArticle 30 The management office has one manager, and several management departments may be set up if necessary.The manager is hired or fired by the executive director, and the term of this position is three years. The manager’s job duties are listed as following:(1) Be responsible for the daily management and implement the resolutions of theshareholders’ meeting and decisions of the executive director;(2) organize the implementation of the company’s running plans and investment schemes;(3) plan the formulation of the company’s internal subdivisions;(4) map out the company’s basic management system;(5) make rules for the company’s internal management;(6) propose to hire or fire the deputy manager and financial officers;(7) hire or fire management staff other than those whose employment falls within theexecutive director’s duties;(8) perform other duties authorized by Articles of incorporation or the shareholders’meeting.Article 31 The executive director and manager are not allowed to put the company’s funds in their own personal bank accounts.The executive director and manager are not allowed to use the assets of the company as suretyship for any shareholder’s personal debt.Article 32 The executive director and manager can not run for themselves or others any similar activities with the company, or conduct any activities damaging the company’s interest. Any and all the income derived from the above activities shall belong to the company.Executive director and manager are now allowed to make transactions with the company unless approved by the Articles of Incorporation or the shareholders’ meeting.Executive director and manager shall be liable for any loss incurred by the company due to their violations of law, articles of incorporation, or other rules.Article 33 The executive director and manager shall have such qualifications as required of their relative positions by laws.In the case of graft or serious dereliction of duty on the part of the manager and other senior officers, the shareholders’ meeting shall have the authority to dismiss them at any time.Chapter 7 SupervisorsArticle 34 The company shall not form Board of Supervisors, but instead one supervisor to perform the duties of Board of Supervisors. Appointed by the shareholders’meeting, the supervisor’s term is three years. Prior to the expiration of the term, the shareholders’ meeting maynot remove him/her without cause. The executive director and financial officers can not concurrently hold the position of supervisor.The supervisor has the following duties:(1)check the financial status of the company;(2)Investigate the executive director and the manager to see if they have broken the law,rules and the company’s regulations;(3)ask the executive director and the manager to rectify themselves when their behaviordamage the company’s interests;(4)propose to convene an interim shareholders’ meeting.Chapter 8 Finance and AccountingArticle 35 The company should establish its financial and accounting system and pay tax as required by laws, regulations and other rules.Article 36 Financial and accounting reports should be completed at the end of every fiscal year.The financial and accounting reports shall contain the following information:(1)balance sheet;(2)profit and loss statement;(3)cash flow statement;(4)financial situation statement;(5)statement of profit distribution.Article 37 When the company distributes the annual after-tax profits , it shall allocate 10% of its profits to its statutory common reserve fund, 5% - 10% as its statutory welfare fund. Allocation to the company's statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the company's registered capital.If the statutory common reserve fund can’t be able to offset the company’s losses of the previous year, profits should be first allocated to make up the losses and then allocated to the statutory common reserve fund and welfare fund.After the allocations of the statutory common reserve fund and welfare fund, the rest of the profit shall be allocated among the shareholders in proportion to their shares.Article 38 The statutory common reserve is used to make up losses, expand the company’s production and operation, or be converted to the company’s increased capital.Article 39 The statutory welfare fund is used for the collective welfare of the company’s employees.Article 40 The company shall not set up any other accounting books than those required by laws.Article 41 No personal bank account shall be opened to deposit the company’s funds.Chapter 9 Dissolution and LiquidationArticle 42 The company’s merger or division shall be conducted in accordance with the laws and rules.Article 43 The company shall be dissolved upon the occurrence of statutory situations.Article 44 In the event of normal (non-compulsory) dissolution, a liquidation group shall be established by the shareholders’ meeting within 15 days.Article 45 After the establishment of the liquidation group, the company should stop all the activities other than those related to liquidation.Article 46 The liquidation group has the following duties:(1)liquidate the company’s assets, draw up the balance sheet and property list;(2)inform the creditors by notice or public announcement;(3)handle or liquidate the unfinished business;(4)pay off the tax owed;(5)settle the credits and debts;(6)dispose of the remaining assets after debts;(7)participate in civil lawsuits on behalf of the company.Article 47 The liquidation group should inform the creditors within 10 days after its establishment, and publish at least three announcements in newspaper within 60 days. The liquidation group should keep the creditors’ claims for record.Article 48 After the liquidation of the assets, drawing up the balance sheet and property list, the liquidation group should formulate a liquidation scheme and submit it to the shareholders’meeting.Article 49 The liquidated assets should be allocated in the following order: 1. the liquidation expenses; 2. the employees’ wages and labor insurance fees; 3. the tax owed; 4. the company’s debts.The remaining assets shall be allocated to the shareholders in proportion to their shares.Article 50 After the completion of the above work, the liquidation group will make a report which should be submitted to the shareholders’meeting or relevant authority, and cancellation filing should be made with Industrial and Commercial Administration. Public announcement of the company’s cancellation should be made timely.Article 51 The members of the liquidation group shall keep their fiduciary duties. They are not allowed not accept bribes or other illegal incomes by taking advantage of their duties, and possess the company’s properties illegally.If the company or its creditors suffer any loss due to the violation of their fiduciary duties, the violating members of the liquidation group should take any possible liability.Chapter 10 The Other ProvisionsArticle 52 This Articles of Incorporation should be amended if any item therein is changed or amended.The modification of the Article of Association shall conform to the Company Law and other rules and regulations.Articles 53 Amendments approved by the shareholders’meeting shall be filed with Industrial and Commercial Administration.Article 54 In the case of any items conflicting with laws and rules, the national laws and rules shall prevail.Article 55 Supplementary resolutions approved by the shareholders’ meeting are part of the Articles of Incorporation, and should be filed with Industrial and Commercial Administration.Article 56 The authority to interpret the Articles of Incorporation belongs to the shareholders’ meeting, and the Articles of Incorporation will take into effect upon the registration of the company with Industrial and Commercial Administration.Signatures or Seals of the Shareholders:Date:。
公司章程范文中英对照两篇
公司章程范文中英对照两篇篇一：公司章程范文(中英对照) ArticlesofAssociationforLimitedLiabilityCompany第一章总则Chapter1GeneralProvisions第一条本章程根据《中华人民共和国公司法》、《经济特区有限责任公司条例》和有关法律法规，制定本章程。
Article1ThesearticlesareformulatedinaccordancewiththeCompa nyLawoftheP.R.C.,theRegulationsofShenzhenSpecialEconomicZo neonLimitedLiabilityCompanies,andrelevantlawsandregulation s.第二条本公司（以下简称公司）的一切活动必须遵守国家的法律法规，并受国家法律法规的保护。
Article2Thecurrentbusiness(hereinafter“theCompany”)shallconductallactivitiesinaccordancewithst atelawsandregulations,andsubjecttotheprotectionthereof. 第三条公司在市工商行政管理局登记注册。
Article3TheCompanyisregisteredwithShenzhenIndustrialandCommercialAdministrationBureau.名称：Companyname:住所：Domicile:第四条公司经营范围为：投资兴办实业（具体项目另行申报）；汽车配件的销售，国产汽车（不含小轿车），国内商业、物质供销业（不含专营、专控、专卖商品）；旧机动车交易；汽车租赁；经济信息咨询（不含限制项目）；货物及技术进出口。
Article4BusinessscopeoftheCompany:industrialandcommerciali nvestments(specificprogramstobeseparatelyappliedfor);saleo fautoparts,domesticautomobiles(excludingpassengercars),dom esticproductandmaterialsupplyandmarketing(excludingfranchi sed,special-controlled,andmonopolizedproducts);tradingofus edmotorvehicles;autorentalservice;economicinformationconsu ltation(excludingrestrictedones);import&exportofgoodsandte chnologies.经营范围以登记机关核准登记的为准。
公司章程翻译模板中英文对照
……公司章程ARTICLES OF ASSOCIATIONof……CO., LIMITED……公司章程ARTICLES OF ASSOCIATION OF ……CO., LIMITED根据《中华人民共和国公司法》（以下简称《公司法》）及其他有关法律、行政法规的规定，特制定本章程。
In accordance with the PRC Company Law (hereinafter referred to as the "Company Law") and other relevant laws and regulations, these articles of association are hereby formulated.第一章公司名称和住所CHAPTER 1 The Name and Domicile of the Company第一条公司名称：Article 1The name of the Company is第二条公司住所：Article 2The domicile of the Company is第二章公司经营范围CHAPTER 2 Business Scope of the Company第三条公司经营范围：Article 3The business scope of the Company is (subject to approval in business license and the Administration for Industry and Commerce ) --------第三章公司注册资本CHAPTER 3 The Registered Capital of the Company第四条公司注册资本：人民币---万元。
公司增加、减少及转让注册资本，由股东做出决定。
公司减少注册资本，还应当自做出决定之日起十日内通知债权人，并于三十日内在报纸上至少公告一次，减资后的注册资本不得低于法律规定的最低限额。
公司章程英文版本
公司章程英文版本Company BylawsArticle 1: Name and Registered Office1.1 The name of the company shall be [Company Name].1.2 The registered office of the company is located at [Registered Office Address].Article 2: Objectives2.1 The objectives of the company are:2.1.1 To carry out business activities as permitted by law.2.1.2 To engage in any activities related to the main business as deemed necessary by the Board of Directors.2.1.3 To pursue investment opportunities that are in line with the company's goals.Article 3: Share Capital3.1 The total share capital of the company amounts to [Amount in Currency].3.2 The share capital is divided into [Number of Shares] shares with a nominal value of [Value in Currency] each.3.3 The shares may be in the form of registered or bearer securities as determined by the Board of Directors.Article 4: Shareholders4.1 Any individual or legal entity can become a shareholder of the company by subscribing to the share capital.4.2 The shareholders have the right to attend and vote at General Meetings.4.3 Shareholders may transfer their shares to third parties, subjectto any restrictions imposed by law or the company's Articles of Association.Article 5: Board of Directors5.1 The company shall be managed by a Board of Directors.5.2 The Board of Directors shall consist of [Number of Directors] directors.5.3 The directors shall be appointed by the General Meeting of Shareholders for a term of [Term Length].5.4 The Board of Directors shall have the power to make decisions concerning the management and operation of the company.5.5 The Board of Directors meetings shall be held at least [Frequency of Meetings], with written notice provided to all directors.Article 6: General Meetings and Shareholder Rights6.1 General Meetings of Shareholders shall be held at least once a year.6.2 Shareholders have the right to attend and vote at General Meetings.6.3 Decisions taken in General Meetings require a majority vote of shareholders present or represented.6.4 Shareholders have the right to examine the company's financial statements and other relevant documents.Article 7: Dividends and Reserves7.1 The company may distribute dividends to shareholders as determined by the Board of Directors.7.2 The company may allocate a portion of its profits to reserves for future investment or other purposes deemed necessary by theBoard of Directors.Article 8: Amendment of the Bylaws8.1 The Bylaws can be amended by a decision of the General Meeting of Shareholders.8.2 Amendments to the Bylaws require a majority vote of shareholders present or represented.8.3 Any amendment to the Bylaws shall be filed with the relevant authorities and become effective upon registration.Article 9: Dissolution and Liquidation9.1 The company may be dissolved by a decision of the General Meeting of Shareholders.9.2 In the event of dissolution, liquidation shall be carried out in accordance with applicable laws and regulations.Article 10: Governing Law and Dispute Resolution10.1 The company shall be governed by the laws and regulations of [Jurisdiction].10.2 Any disputes arising from or related to the company's activities shall be resolved through arbitration in accordance with [Arbitration Rules].These Bylaws were adopted by the General Meeting of Shareholders on [Date].。
公司章程英语模板
PreambleWHEREAS, the undersigned individuals (hereinafter referred to as “the Founders”) are desirous of organizing a corporation (hereinafter referred to as “the Corporation”) for the purpose of [describe the purpose of the Corporation, e.g., conducting business, providing services, etc.];WHEREAS, the Founders believe that the formation of such a Corporation will be in the best interests of the public and of the individuals and entities that may become shareholders and directors of the Corporation;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Founders agree as follows:Article I - Name and LocationSection 1. The name of the Corporation shall be [insert the name of the Corporation].Section 2. The principal place of business of the Corporation shall be [insert the address of the principal place of business].Article II - PurposeSection 1. The purpose of the Corporation shall be [describe the purpose of the Corporation, e.g., to engage in [list specific activities or industries]].Section 2. The Corporation shall have the power to do all things necessary or convenient to accomplish its purposes, including, but not limited to, the power to:a. Acquire, hold, and dispose of property;b. Enter into contracts;c. Borrow money and secure the same by mortgage or other liens;d. Sue and be sued in its own name;e. Make and amend bylaws;f. Do all things necessary to carry out its corporate purposes.Article III - IncorporationSection 1. The Corporation is incorporated under the laws of [insert the state or jurisdiction of incorporation].Section 2. The Corporation is organized as a [insert type of corporation, e.g., “for-profit,” “nonprofit,” “membership,” etc.] corporation.Article IV - MembershipSection 1. The Corporation shall be a membership corporation, and the membership shall consist of [describe the criteria for membership, e.g., shareholders, employees, etc.].Section 2. Membership in the Corporation shall be subject to [describe any requirements for membership, e.g., payment of dues, acceptance bythe Board of Directors, etc.].Section 3. Members shall have the right to vote on matters submitted to the membership for a vote, subject to the provisions of these bylaws.Article V - Board of DirectorsSection 1. The management and control of the Corporation shall be vested in a Board of Directors (hereinafter referred to as the “Board”) consisting of [insert the number of directors].Section 2. The Board shall have the power to make, alter, and repeal bylaws, to select and remove officers, to determine their duties, to appoint and remove agents, and to transact all business of the Corporation not otherwise directed by the membership.Section 3. The Board shall hold meetings at such times and places as may be determined by the Board.Article VI - OfficersSection 1. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be electedby the Board.Section 2. The duties of the officers shall be as follows:a. The President shall preside at all meetings of the Board and of the membership, shall execute all contracts and instruments in the name of the Corporation, and shall perform all other duties incident to the office.b. The Vice President shall act as President in the absence ordisability of the President.c. The Secretary shall keep the minutes of the meetings of the Board and of the membership, shall keep the seal of the Corporation, and shall perform all other duties incident to the office.d. The Treasurer shall have charge of the funds of the Corporation,shall keep full and accurate accounts of receipts and disbursements, and shall perform all。
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公司章程---英文模板“Translation of Articles of Incorporation of XXX Co. Ltd”Articles of IncorporationofXXX Co. LtdChapter 1 General ProvisionsArticle 1 This articles of incorporation is made in accordance with the Company Law of P. R.C and the Regulations of Shenzhen Special Economic Zone on Limited Company.Article 2 All activities of the company should comply with and be protected by national laws and rules.Article 3 The company is registered with Shenzhen Municipal Industrial and Commercial Administration.Business Name:Address:Article 4 Business scope: domestic trade, materials buy & sell (exclusive of the controlled goods ); import and export of goods; economic information consulting service.The business scope is subject to the approval of relevant government authority. The company shall conduct its business within its approved business scope.Article 5 To meet business needs, the company may make foreign investment, and set up branches and offices overseas.Article 6 The term of the company is 10 years, beginning from the date of its registration.Chapter 2 ShareholdersArticle 7 There are two shareholders, and their names and addresses are listed as follows:Name Address ID No.Article 8 Shareholders have the following rights:(1) elect or be elected as the executive director or supervisor;(2) call for shareholders’ meetings according to laws, rules and articles of incorporation;(3) supervise the company’s operating activities and daily management;(4) have access to the articles of incorporation of the company, the minutes ofshareholders’ meetings and financial documents, and put forward suggestions on thecompany’s operation;(5) gain dividend in proportion to their shares and have the preemptive rights for newshares;(6) share the company’s residual assets in proportion to their shares upon the dissolutionof the company;(7) file lawsuits against the company for compensations if the shareholders’ interests aredamaged by the company;Article 9 Shareholders are obligated to:(1) pay the subscribed contributions;1(2) assume the responsibilities in proportion to their capital contributions; (3) not withdraw their capital contributions after the registration of the company; (4) abide by the Articles of Incorporation and not disclose the company’s trade secrets.(5) support the company’s management, put forward valuable suggestions and promote thedevelopment of the company.Article 10 After the establishment of the company, stockcertificates should be issued to theshareholders, and should contain the following information:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the names and capital contributions of the shareholders;(5) the serial number and issuance date of the stock certificate.The stock certificate should be signed by the legal representative and stamped by the company.Article 11 The company shall maintain a record of shareholders which shall set forth thefollowing information:(1) the names of shareholders;(2) addresses of shareholders;(3) the amounts of shareholders’ capital contributions;(4) the serial numbers of shareholders’ stock certificates.Chapter 3 Registered CapitalArticle 12 The company’s registered capital is RMB 500,000 Yuan. The capitalcontributions and shares of ownership of the shareholders are as follows:Name of Shareholders Capital Contributions Percentage of ownership Article 13 The shareholders shall make the investments in cash.Article 14 The shareholders shall make full payment of the subscribed capital contributionsbefore the registration. Otherwise, they shall be held liable to the shareholders who have fullymade capital contributions.Article 15 Shareholders may contribute in kind, and may do so upon completion of theprocedures as required by relevant law and regulations.Article 16 The shareholders may transfer their shares in such a manner as allowed by laws.Chapter 4 Shareholders’ MeetingArticle 17 The shareholders’ m eeting has the highest authority inthe company.Article 18 The shareholders’ meeting has the following authorities:(1) decide the business policies and investment plans;(2) elect and remove the executive director, and decide his/her remuneration; (3) elect and remove the supervisors, and decide their remunerations; (4) review and approve the working reports of the executive directors; (5) review and approve the working reports of the supervisors;(6) review and approve the company’s annual budget and final accounts plan;2(7) review and approve the company’s profit distribution plan and loss recovery plan;(8) make resolutions on the increase or reduction of registered capital;(9) make decisions to issue bonds;(10) make resolutions on the tran sfer of the shareholders’ shares;(11) make resolutions on the company's merger, division, dissolution, liquidation andchange of the corporate form;(12) amend the Articles of Incorporation.Article 19 The shareholders have the right to vote in thesh areholders’ meetings.Increase or decrease of the registered capital, division,merger, dissolution, and change of the form of the company shall be approved by two-thirds of the voting shares.Article 20 The annual shareholders’ meeting is held in Decembe r each year. An interimmeeting can be held if agreed upon by one-fourth of the voting shares, or proposed by the executive directors or the supervisors.Article 21 The executive director calls and presides over the shareholders’ meeting. Ifhe/she can’t perform this duty because of some special reasons, a shareholder appointed by him/her can assume this responsibility.Article 22 All the shareholders shall be informed with writtennotice or other forms at least 15 days before the shareholders’ meeting. If a shareholder cannot attend the meeting with cause, a duly authorized proxy may represent the shareholder to be present.Generally, resolutions of the shareholders’ meetings are valid if approved by 50% or moreof all shareholders and two-thirds of the voting shares.Resolutions of the shareholders’ meetings on amendment to the Articles of Incorporation are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Article 23 The resolutions of the shareholders’ meetin g should be reduced to writing, andall the shareholders attending the meeting should sign on the minutes.Chapter 5 The Executive DirectorArticle 24 The company shall not form Board of Directors, butinstead an executive director to perform the duties of Board of Directors.Article 25 Elected by the shareholders’ meeting, the executive director is the legalrepresentative of the company. The term is three years.Article 26 The executive director is nominated by shareholders and elected by the shareh olders’ meeting.Article 27 The executive director can be reelected. Prior to the expiration of the executive director’s term, the shareholders’ meeting may not remove him/her without cause.Article 28 Responsible to the shareholders, executive director has the following authorities and duties:(1) call the shareholders’ meeting and make working reports on the meeting;(2) carry out the resolutions of the shareholders’ meeting;(3) decide the company’s running and investment plans;(4) make the compan y’s annual financial plans and final account plans;(5) make the company’s profit distribution plans and loss recovery plans;(6) make plans on the increase or reduction of registered capital;(7) makes plans on the company's merger, division, dissolution, liquidation and the3change of the company’s type;(8) decide the formulation and structure of the company’s internal subdivisions;(9) decide to hire or fire a manager and his/ her remuneration, and according to themanager’s nomination, decide to hire or fire the deputy manager, the financial officerand their remuneration;(10) decide the company’s basic management system.Article 29 The executive director should submit the decisions to the shareholders’ meetingin written form.Chapter 6 Business Management OfficeArticle 30 The management office has one manager, and several management departments may be set up if necessary.The manager is hired or fired by the executive director, and the term of this position is three years. The manager’s job duties are listed as following:(1) Be responsible for the daily management and implement the resolutions of theshareholders’ meeting and decisions of the executive director;(2) organize the implementation of the company’s running plans and investment schemes;(3) plan the formulation of the company’s internal subdivisions;(4) map out the company’s basic management system;(5) make rules for the company’s internal management;(6) propose to hire or fire the deputy manager and financial officers;(7) hire or fire management staff other than those whose employment falls within theexecutive director’s duties;(8) perform other duties authorized by Articles of incorporation or the shareholders’meeting.Article 31 The executive director and manager are not allowed to put the company’s fundsin their own personal bank accounts.The executive director and manager are not allowed to use the assets of the company as suretyship for any shareholder’s personal debt.Article 32 The executive director and manager can not run for themselves or others any similar activities with the company, or conduct any activities damaging the company’s interest.Any and all the income derived from the above activities shallbelong to the company.Executive director and manager are now allowed to make transactions with the company unless approved by the Articles of Incorporation or the shareholders’ meeting.Executive director and manager shall be liable for any loss incurred by the company due to their violations of law, articles of incorporation, or other rules.Article 33 The executive director and manager shall have such qualifications as required of their relative positions by laws.In the case of graft or serious dereliction of duty on the part ofthe ma nager and other senior officers, the shareholders’ meeting shall have the authority to dismiss them at any time.Chapter 7 SupervisorsArticle 34 The company shall not form Board of Supervisors, but instead one supervisor to perform the duties of Board of Supervisors. Appointed by the shareholders’ meeting, thesupervisor’s term is three years. Prior to the expiration of the term, the shareholders’ meeting may4not remove him/her without cause. The executive director andfinancial officers can not concurrently hold the position of supervisor.The supervisor has the following duties:(1) check the financial status of the company;(2) Investigate the executive director and the manager to see ifthey have broken the law,rules and the company’s regula tions;(3) ask the executive director and the manager to rectify themselves when their behaviordamage the company’s interests;(4) propose to convene an interim shareholders’ meeting.Chapter 8 Finance and AccountingArticle 35 The company should establish its financial and accounting system and pay tax as required by laws, regulations and other rules.Article 36 Financial and accounting reports should be completed atthe end of every fiscal year.The financial and accounting reports shall contain the following information:(1) balance sheet;(2) profit and loss statement;(3) cash flow statement;(4) financial situation statement;(5) statement of profit distribution.Article 37 When the company distributes the annual after-taxprofits , it shall allocate 10% of its profits to its statutory common reserve fund, 5% - 10% as its statutory welfare fund. Allocation to the company's statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the company's registered capital.If the statutory common reserve fund can’t be able to offset the company’s losses of theprevious year, profits should be first allocated to make up the losses and then allocated to the statutory common reserve fund and welfare fund.After the allocations of the statutory common reserve fund and welfare fund, the rest of the profit shall be allocated among the shareholders in proportion to their shares.Article 38 The statutory common reserve is used to make up losses, expand the company’sproduction and operation, or be converted to the company’s increased capital.Article 39 The statutory welfare fund is used for the collective welfare of the company’semployees.Article 40 The company shall not set up any other accounting books than those required by laws.Article 41 No personal bank account shall be opened to deposit the company’s funds.Chapter 9 Dissolution and LiquidationArticle 42 The company’s merger or division shall be conducted in accordance with the laws and rules.Article 43 The company shall be dissolved upon the occurrence of statutory situations.Article 44 In the event of normal (non-compulsory) dissolution, a liquidation group shall be established by the shareholders’ meeting within 15 days.5Article 45 After the establishment of the liquidation group, the company should stop all the activities other than those related to liquidation.Article 46 The liquidation group has the following duties:(1) liquidate the company’s assets, draw up the balance sheet and property list;(2) inform the creditors by notice or public announcement;(3) handle or liquidate the unfinished business;(4) pay off the tax owed;(5) settle the credits and debts;(6) dispose of the remaining assets after debts;(7) participate in civil lawsuits on behalf of the company.Article 47 The liquidation group should inform the creditors within 10 days after its establishment, and publish at least three announcements in newspaper within 60 days. The liquidation group should keep the creditor s’ claims for record.Article 48 After the liquidation of the assets, drawing up the balance sheet and property list, the liquidation group should formulate a liquidation scheme and submit it to the shareholders’meeting.Article 49 The liquidated assets should be allocated in thefollowing order: 1. the liquidation expenses; 2. the employees’ wages and labor insurance fees; 3. the tax owed; 4. thecompany’s debts.The remaining assets shall be allocated to the shareholders in proportion to their shares.Article 50 After the completion of the above work, the liquidation group will make a report which should be submitted to the shareholders’ meeting or relevant authority, and cancellationfiling should be made with Industrial and Commercial Administration. Public announcement of the company’s cancellation should be made timely.Article 51 The members of the liquidation group shall keep their fiduciary duties. They are not allowed not accept bribes or otherillegal incomes by taking advantage of their duties, and possess the company’s properties illegally.If the company or its creditors suffer any loss due to the violation of their fiduciary duties, the violating members of the liquidationgroup should take any possible liability.Chapter 10 The Other ProvisionsArticle 52 This Articles of Incorporation should be amended if any item therein is changed or amended.The modification of the Article of Association shall conform to the Company Law and other rules and regulations.Articles 53 Amendments ap proved by the shareholders’ meeting shall be filed withIndustrial and Commercial Administration.Article 54 In the case of any items conflicting with laws and rules, the national laws and rules shall prevail.Article 55 Supplementary resolutions approv ed by the shareholders’ meeting are part of theArticles of Incorporation, and should be filed with Industrial and Commercial Administration.Article 56 The authority to interpret the Articles of Incorporation belongs to the shareholders’ meeting, and th e Articles of Incorporation will take into effect upon the registration of the company with Industrial and Commercial Administration.6Signatures or Seals of the Shareholders:Date:7。