外资公司章程英文版word版本
外商投资企业章程范本（英文）
外商投资企业章程范本（英文）外商投资企业章程范本（英文）下面是小编给大家整理收集的关于外商投资企业章程范本(英文)，供大家阅读与参考。
外商投资企业章程范本(英文)CHAPTER 1 GENERAL PROVISIONSArticle 1In accordance with the Company Law of the People's Republic of China, Law of thePeople's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations，THE ABC LIMITED have decided to establish BEIJING ABC CO.LTD(hereinafter referred as “Company”), these Articles of Associatio n are hereby formulated by the Investor.Article 2Investor:ABC LIMITEDCertificate no.:Legal address:C.P.: 511430Article 3Name of the Company: BEIJING ABC CO.LTDLegal Address: _Article 4The Company shall be a limited liability company. The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 5The Company shall be a legal person under the laws of China. The activities of the Company shall be governed and protected by the relevant published laws, regulations, measures and rules of China and other applicable laws, and the interests of the Company and the Parties shall be protected by Chinese law. The Company is a self-financed and independent accounting economic entity and has the right to make its own decisions of the operation and management free from interference within the approved business scope.CHAPTER 2 PURPOSE, SCOPE OF BUSINESS, SCALE OF THE COMPANYArticle 6The purpose of the Company: With the nice wishes of strengthening economic cooperation and technological exchanges and the desire of the application of advanced technology and scientific management of the economy, the purpose of the company is to enhance economic efficiency, to make the shareholder be satisfied with the Company.Article 7The scope of business of the Company will be:(If any of the foregoing services concerns the management of quota permission,the products shall be subject to operation permit where applicable.)Article 8Scale of the Company: the Company will try to achieve an annual turnover of RMB .CHAPTER 3 INVESTMENT MANNER, TOTAL AMOUNT OF INVESTMEN AND TIMING OF THE CONTRIBUTIONArticle 9The total amount of investment of the Company shall be ,and the total amount of the registered capital of the Company shall be .All the registered capital shall be paid by the shareholder in cash (Foreign exchange rate between EUR and RMB is referred to the exchange rate announced the same day by the People's Bank of China).Timing of the registered capital contributions is as follow: The investor shall contribute its capital by installments. The first payment shall be percent ( %) of the registered capital and shall be paid within ( ) months from the date the business license issued. The remainder of the registered capital shall be contributed within two (2) years from the date the business license issued.Article 10In the event there are changes in the total amount of investment and the scale of the production of the Company the reduction of the registered capital is subject to the approval of the competent authority.CHAPTER 4 THE SHAREHOLDERArticle 11The company shall not have a shareholder meeting. Shareholder of the company is highest authority. The shareholder shall adopt the decisions in writing and keep them in the company after them being signed by the shareholder.Article 12The functions and powers of the shareholder shall include the following:(a) to decide on the business policy and investment plan of the company;(b) to elect and recall director and supervisor whose postsare not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of director and supervisor;(c) to examine and approve reports of executive director;(d) to examine and approve reports of the supervisor;(e) to examine and approve the annual financial budget plan and final accounts plan of the company;(f) to examine and approve plans for profit distribution of the company and plans for making up losses;(g) to adopt resolutions on the increase or reduction of the registered capital of the company;(h) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(i) to amend the articles of association of the company;Chapter 5 Executive DirectorArticle 13The company shall set up an executive director instead of a board of directors, who shall be appointed by shareholder. The term of office of the executive director shall be three (3) years, and he may serve consecutive terms when he is re-appointed by the shareholder.Article 14The executive director shall exercise the following functions and powers:(1) to be responsible to shareholder and to report its work to the shareholder;;(2) to implement the resolutions of the shareholder;(3) to decide on the business plans and investment plan of the company;(4) to formulate the annual financial budget plan and final accounts plan of the company;(5) to formulate plans for profit distribution and plans for making up losses of the company;(6) to formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) to formulate plans for the merger, division, transformation and dissolution of the company;(8) to decide on the establishment of the company's internal management organs;(9) to decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) to formulate the basic management system of the company.CHAPTER 6 SUPERVISORArticle 15The company shall set up one supervisor.The supervisor shall be appointed by the shareholder. Each term of the supervisor shall be 3 years. The supervisor may, after the expiry of their term of office, hold a consecutive term upon re-election.Article 16The supervisor of the Company may exercise the following powers:(a) to check the financial affairs of the company;(b) to supervise the duty-related acts of executive directorand senior managers, to put forward proposals on the removal of executive director or senior manager who violates any law, administrative regulation, the articles of association or any resolution of the shareholder;(c) to demand executive director or senior manager to make corrections if his act has injured the interests of the company;(d) to put forward proposals to the shareholder;(e) to initiate actions against executive director or senior managers in accordance with Article 152 of this Law.Article 17The supervisor may raise questions or suggestions about the matters to be decided by executive director.If the supervisor of the company finds that the company is running abnormally, he may make investigations. Where necessary, he may hire an accounting firm to help him with the relevant expenses being born by the company.Article 18The expenses necessary for the supervisor of the company to perform its duties shall be borne by the company.CHAPTER 7 MANAGEMENT OFFICE。
公司章程英文版（2）
公司章程英⽂版（2）公司章程范本英⽂版 Article 22 When a shareholders’ meeting is to be convened, a notice shall be served to all shareholders 15 days in advance. Any shareholder who cannot attend due to some reasons may appoint a representative to attend on his behalf. ⼀般情况下，经全体股东⼈数半数(含半数)以上，并且代表⼆分之⼀表决权的股东同意，股东会决议⽅为有效。
Generally, a resolution is deemed valid on a shareholders’ meeting when it is approved by 1/2 (or more) of all shareholders and by over 1/2 voting right. 修改公司章程，必须经过全体股东⼈数半数(含半数以上，并且代表三分之⼆以上表决权的股东同意，)股东会决议⽅为有效。
Any modification to these articles of association must not become valid until it is approved by 1/2 (or more) of all shareholders and by over 2/3 voting right at a shareholders’ meeting. 第⼆⼗三条股东会应当对所议事项的决定作成会议记录，出席会议的股东应当会议记录上签名。
Article 23 The shareholders’ meeting shall keep meeting minutes of decisions discussed, and shareholders attending the meeting shall sign on the meeting minutes. 第五章执⾏董事Article 5 Executive Director 第⼆⼗四条公司不设董事会，设执⾏董事⼀名，执⾏董事⾏使董事会权利。
外资企业有限公司章程(中英文稿)
有限公司章程ARTICLESOFASSOCIATION第一章总则ChapterOneGeneralPrinciples根据《中华人民共和国外资企业法》、《中华人民共和国公司法》及其他有关法律、法规规定，“【】集团公司“(“股东”)拟在北京市投资设立“【】（北京）有限公司”（“公司”），特制定本公司章程。
TheseArticlesofAssociationof【】(Beijing)Co.,Ltd.(hereinaft ercalledthe“Company”)areincorporatedby【】GroupCo.,Ltd.inacco rdancewiththe"LawsofthePeople'sRepublicofChinaonWhollyForeign-OwnedEnterprises"andthe“CompanyLawofthePeople'sRepublicofChin a”,andotherpertinentrulesandregulationsofthePeople'sRepublicof China(hereinaftercalled“PRC”).Article1公司名称：【】（北京）有限公司ThenameoftheCompanyinChineseis【】（北京）有限公司andinEngl ishis【】(Beijing)Co.,Ltd..第二条Article2公司注册地址：【】C座902室ThelegaladdressoftheCompanyisRoom902TowerC,【】.第三条Article3股东名称：【】集团公司ThenameoftheCompany'sShareholder(hereinaftercalledthe"Shar eholder")is【】GroupCo.,Ltd..股东国别：丹麦ThenationalityoftheShareholderisDenmark.股东法定地址：【】Sonderhoj14,DK-8260VibyJThelegaladdressoftheShareholderisSonderhoj14,DK-8260VibyJ,【】.股东法定代表：【】第四条ThelegalrepresentativefortheShareholderis【】.Article4公司的组织形式为有限责任公司。
公司章程英文范本模板
公司章程英文范本模板Article of Association of [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 located at [Registered Office Address].Article 2: Objectives2.1 The objectives of the Company are as follows:2.1.1 To engage in [primary business activity].2.1.2 To conduct any other business that is related or incidental to the primary business activity.2.2 The Company may establish branch offices, subsidiaries, or affiliated companies, both domestically and internationally, to further its objectives.Article 3: Share Capital3.1 The authorized share capital of the Company is [number of shares] shares, each with a par value of [par value currency].3.2 The shares may be issued in any form permitted by applicable law, including but not limited to ordinary shares, preferred shares, and non-voting shares.3.3 The shares may be transferred freely, subject to any restrictions imposed by applicable laws and regulations and the provisions of this Article.Article 4: Board of Directors4.1 The Company shall be governed by a Board of Directors consisting of [number] directors.4.2 The directors shall be elected by the shareholders at the Annual General Meeting and shall hold office for a term of [number] years, or until their successors are appointed.4.3 The Board of Directors shall have the power to manage and administer the affairs of the Company in accordance with applicable laws and regulations and the provisions of this Article.Article 5: Shareholders' Meetings5.1 The Company shall hold an Annual General Meeting of the shareholders within [number] months after the end of each financial year.5.2 Extraordinary General Meetings may be convened by theBoard of Directors or by shareholders holding at least [percentage]% of the voting rights.5.3 Shareholders' meetings shall be conducted in accordance with the procedures set forth in the Company's bylaws.Article 6: Amendments to the Articles of Association6.1 These Articles of Association may be amended by a resolution passed at a shareholders' meeting by at least [percentage]% of the voting rights.6.2 Any amendment to these Articles of Association shall be filed with the relevant authorities in accordance with applicable laws and regulations.Article 7: Dissolution7.1 The Company may be dissolved by a resolution passed at a shareholders' meeting by at least [percentage]% of the voting rights.7.2 In the event of dissolution, the assets of the Company shall be liquidated and distributed in accordance with applicable laws and regulations.Article 8: Governing Law8.1 These Articles of Association shall be governed by and construed in accordance with the laws of [jurisdiction].8.2 Any disputes arising out of or in connection with these Articles of Association shall be submitted to the exclusive jurisdiction of the courts of [jurisdiction].In witness whereof, the undersigned have executed these Articlesof Association as of [date].[Signatures of the founders/directors] [Names of the founders/directors] [Company Name][Date]。
【精品文档】公司章程英文翻译-易修改word版 (11页)
【精品文档】公司章程英文翻译-易修改word版本文部分内容来自网络，本司不为其真实性负责，如有异议或侵权请及时联系，本司将予以删除！== 本文为word格式，下载后可随意编辑修改！ ==公司章程英文翻译Memorandnm of Association of British American Tobacco p.l.c.英国英美烟草股份有限责任公司组织章程1.The Company’s Name is British American Tobacco p.l.c.第一条本公司名称为“英美烟草公司”。
(译注：P.L.C 为：public limited company公开有限公司，即股票上市公司)2. The Company’s Registered Office is Globe House, 4 Temple Place, London WC2R 2PG.第二条公司注册登记处为Globe House, 4 Temple Place, London WC2R 2PG3.The Company’s Objects are：第三条本公司宗旨是：(1)Without prejudice to the Objects hereinafter specified to carry On business as a General Commercial Company.1)在不损害以下规定之前提下开展一般商业公司的业务;(2)To carry on any other business which may seem to the Company to be capable of being conveniently or advantageously carried on in connection or conjunction with any business of the Company with a view directly or indirectly to enhancing the value of or to render profitable or more profitable any of the Company's property, assets or rights or expertise.。
外资公司章程(格式)
第一条根据《中华人民共和国外资企业法》和中国的其它法规，公司(以下简称投资者)在中国山东省市独资经营“烟台公司”(以下简称公司)，制定本公司章程。
第二条公司名称为：有限公司英文名称为： C0.， LTD.公司的法定地址为：山东省市街号第三条投资者的名称、法定地址、法人代表为：公司名称： (＊注，或者投资者名称： )地址：法人代表：第四条公司为有限责任公司，在中国成立，具有法人地位，受中国法律管辖和保护。
其一切活动必须遵守中国的法律、法规的规定。
第五条公司的宗旨为：引进国际先进的技术、管理经验，生产具有国际先进水平的产品，并不断提高产品质量，提高劳动生产率，增强产品竞争力，扩大出口，使投资者获得满意的经济效益。
第六条公司经营范围为：生产产品，并销售公司上述所列自产产品。
第七条公司生产规模为：年生产吨。
公司产品％外销，％内销。
第八条公司的投资总额为万美元。
注册资本为万美元。
(＊注，若有差额部份，应注明差额的筹措方式)第九条投资者出资如下：美元现汇：万美元；生产设备：万美元；国有限其它：万美元。
共计：万美元。
第十条公司的注册资本自公司营业执照签发之日起内一次(＊注，根据实际情况或者分期缴付)缴清。
第十一条公司缴付出资额后，经公司礼聘在中国注册的会计师验资，出具验资报告，领取出资证明书。
出资证明书主要内容是：公司名称、成立日期、投资者名称及出资额、出资日期，发给出资证明书日期等。
第十二条公司在经营期内不得减少注册资本。
因投资总额和生产经营规模等发生变化，确需减少的，须经审批机构批准。
第十三条公司注册资本的增加、转让，应由董事会会议一致通过，报原审批机构批准，并向原工商行政管理机构办理变更登记。
第十四条公司营业执照签发之日，为公司董事会成立之日。
第十五条董事会由名董事组成(＊注， 2 人以上， 13 人以下)，董事长一位，副董事长名，董事名。
第十六条董事任期为四年，经投资者继续委派，可以连任。
不论委派还是撤换董事，均应向登记部门备案。
独资章程英文版样本完整版
独资章程英文版样本 HUA system office room 【HUA16H-TTMS2A-HUAS8Q8-HUAH1688】外商独资企业章程(英文)Articles of Association for Solely Foreign-owned Enterprises(With Board of Directors)Chapter 1 General ProvisionsChapter 2 Objectives， Scope and Scale of Production and BusinessChapter 3 Total Investment Amount and the Registered CapitalChapter 4 Board of DirectorsChapter 5 Business Management OfficeChapter 6 Taxation, Finance and Foreign Exchange ManagementChapter 7 Distribution of ProfitsChapter 8 Labor ManagementChapter 9 Trade UnionChapter 10 InsuranceChapter 11 Duration, Dissolution and LiquidationChapter 12 Rules and RegulationsChapter 13 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In accordance with Law of the People’s Republic of China on Foreign-CapitalEnterprises and other relevant Chinese laws and regulations, __________Company ________Country intends to set up ____________________ Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, inTianjin Economic-Technological Development Area of the People’s Republic of China. For this purpose, these Articles of Association hereunder are worked out.Article 2The name of the Company in Chinese is ____________________.The name of the Company in English is _____________________.The legal address of the Company is at_______________________.Article 3The investing party is a legal person registered with _______ Country in accordance with the laws of ________ Country.The legal name of the investing party is _____________________________________;Its legal address is _____________________________________________________;Its legal representative: Name _________; Nationality __________; Position___________.Article 4The organization form of the Company is a limited liability company. The investing party is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all ofits assets.Article 5The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.hapter 2 Objectives， Scope and Scale of Production and BusinessArticle 6The objective of the Company is to produce _______ products, develop new products, and sharpen competitive edge in the world market in product quality and price by adopting advanced and applicable technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company is _______________________________________.Article 8The production scale of the Company after being put into operation is_____________.Article 9The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.Chapter 3 Total Investment Amount and the Registered CapitalArticle 10The amount of total investment of the Company is ______________; theregistered capital is ______________.Article 11The contribution methods of the Company are,cash _____________________;kind equivalent of ___________.Article 12The investing party shall contribute the registered capital with the following method: (Note: choose one of them)1. Paying off all the capital within six months upon the issuance of business license.2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the restpart shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People’s Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 13Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China toverify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.Article 14The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.Chapter 4 Board of DirectorsArticle 15The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.Article 16The Board of Directors is composed of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce.Article 17The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations.Article 18The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 19The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.Article 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waivehis/her right.Article 21Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues:1. modification of the Articles of Association of the Company;2. termination or dissolution of the Company;3. readjustment of registered capital of the Company;4. split of the Company or merger with other economic organizations.5. issues which, according to the Board of Directors, must be unanimously passed by all directors.Other issues can be passed by the decisions of simple majority.Article 22Each Board meeting shall have detailed minutes, which shall be signed by allthe directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.Chapter 5 Business Management OfficeArticle 23The Company exercises general manager responsibility system under theleadership of the Board of Directors, with ____ general managers and ____ deputy general managers to be engaged by the Board of Directors.Article 24The general manager is directly responsible to the Board of Directors andshall carry out the various decisions of the Board and organize and guide the overall production of the Company. The deputy general managers shall assistthe general manager in his/her work. The terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors.Article 25Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle thematters handed over by the general manager and deputy general managers and be responsible to them.Article 26The general manager, the deputy general managers and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies.In case of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers, they can be dismissed at any time upon the decision of the Board meeting.Article 27The departments of the Company and the setup of department structure shall be planned by the general manager and deputy general managers throughconsultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions other than senior managers shall be determined by the general manager and the deputy general managers through consultation.Article 28In case of malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the power to dismiss them at any time.Chapter 6 Taxation, Finance and Foreign Exchange ManagementArticle 29The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.。
【精品文档】公司章程中英文版-实用word文档（13页）
【精品文档】公司章程中英文版-实用word文档（13页）本文部分内容来自网络整理所得，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即予以删除！== 本文为word格式，下载后可方便编辑修改文字！ ==公司章程中英文版公司章程中英文版YESMIDA (HONG KONG) GROUP CO.,LIMITED也思密达(香港)集团有限公司章程First:--The name of the Company is "yesmida(HONG KONG)GROUP CO.,LIMITED一：本公司名称为 YESMIDA (HONG KONG)GROUP CO.,LIMITED也思密达(香港)集团有限公司Second:--The Registered Office of the Company will be situated in Hong Kong.二：本公司的注册办公地址位于香港。
Third:--The liability of the members is limited三：本公司成员的责任是有限的。
Fourth:--The Share Capital of the Company is HK$10,000.00 divided into 10,000 shares of HK$1.00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital,original or increased, with or without preference, priority or special privileges, or subject to any postponement of rights or to any conditions or restrictions and so that,unless the conditions of issue shall otherwise expressly declare,every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.四：本公司的股本为港币$10,000.00，分为10,000股每股面值港币1.00元，公司有权增加或减少上述股本及发行原本或经增加的股本的任何部份，不论该等股票是否附带优惠，优先权或特权，或是否受制于权利的延迟行使或任何条件或限制，以致(发行条件另有明文公布除外)，每次股票发行均须受制于上述所指权力，不论所发行的股票是否被公布为优先股票或其他股票。
美国公司章程_中英(3篇)
第1篇第一章总则第一条公司名称本公司的名称为 [公司名称]，以下简称“公司”。
第二条公司住所公司的住所设在美国 [州名]，具体地址为 [详细地址]。
第三条公司目的公司的宗旨是：[公司宗旨，例如：开展[行业名称]业务，提高[产品/服务]的质量，满足市场需求，创造社会效益和经济效益。
]第四条公司期限公司为永久性公司，除非根据美国法律和公司章程的规定，通过特别程序解散。
第二章股东第五条股东资格凡持有公司股份的股东，均为公司股东。
第六条股东权利股东享有以下权利：1. 参加股东大会，对公司事务进行投票；2. 获取公司年度报告、财务报告等文件；3. 享有公司分红；4. 依法转让、抵押或赠与股份；5. 要求公司召开股东大会；6. 依法解散公司。
第七条股东义务股东应履行以下义务：1. 遵守公司章程；2. 按时缴纳股款；3. 不得泄露公司机密；4. 不得损害公司利益；5. 不得滥用股东权利。
第三章股份第八条股份种类公司股份分为普通股和优先股。
第九条普通股1. 普通股股东享有公司章程规定的权利，承担公司章程规定的义务；2. 普通股股东在公司解散时，按其所持股份比例分配公司剩余财产。
第十条优先股1. 优先股股东享有优先分红权，在公司解散时，优先于普通股股东分配公司剩余财产；2. 优先股股东在公司股东大会上不享有表决权。
第四章股东大会第十一条股东大会召开1. 股东大会每年至少召开一次年度股东大会；2. 在下列情况下，应召开临时股东大会：a. 股东提议；b. 董事会提议；c. 监事会提议；d. 法律、法规规定。
第十二条股东大会职权1. 通过公司章程的修改；2. 选举和罢免董事、监事；3. 审议和批准董事会、监事会的工作报告；4. 审议和批准公司的年度财务报告；5. 决定公司的经营方针和投资计划；6. 决定公司的合并、分立、解散和清算；7. 修改公司章程；8. 法律、法规规定或公司章程规定的其他职权。
第五章董事会第十三条董事会组成董事会由 [董事人数] 名董事组成，其中 [董事人数] 名为独立董事。
公司章程英文本
Articles of AssociationOfChongqing, ChinaDate: [ ], 2005Table of ContentsThe present articles are hereby formulated by .(hereinafter referred to as the “Investor”) in accordance with the Law of the People’s Republic of China (“PRC”) on Wholly Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in Chongqing, PRC.Article 1 - Name of CompanyName of the Company in English:Name of the Company in Chinese:Legal Address:Legal Representative:Position:Nationality:Article 2 - Name of InvestorName of the Investor in English: .Legal Address:Legal Representative:Position:Nationality:Article 3 - The Company3.1 Legal PersonThe Company shall be a legal person under the laws of the PRC subject to theprotection and jurisdiction of PRC law. All of the activities of the Companyshall comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC. The liability of the Investor for the losses, risks, liabilities and any otherobligations whatsoever of the Company shall be limited to the registered capital of the Company.3.3 Date of EstablishmentThe date of the establishment of the Company shall be the date on which theCompany is issued its Business License.3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRCand abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any other governmentalagencies whose approval may be required by law with respect to the mattersherein (“Examination and Approval Authority”).Article 4 - Purpose and Scope of Business of the Company4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation andtechnical exchange, to improve and promote retail services in Chongqing andother cities in China by adopting advanced and appropriate technologies andscientific management methods and to bring satisfactory economic benefits to the investor.4.2Business Scope(The business scope mentioned above shall be subject to the approval of therelated industrial and commercial authority.)Article 5 - Total Amount of Investment and Registered Capital5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 Contribution to Registered CapitalInvestor’s contribution to the registered capital of the Company shall bein cash. The registered capital of the Company shall be paid by the Investor in instalments. Fifteen percent (15%) of the total amount of the registeredcapital shall be paid by the Investor within three (3) months after the Date of Establishment. The balance of the registered capital shall be fully paid with three (3) years after the Date of Establishment according to relevant Chineselaws and regulations.5.4 Investment CertificatesThe Company shall retain at its expense a certified public accountant registered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis of suchreport.5.5 Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital ofthe Company may, pursuant to the decision of the Board in accordance with thebusiness needs of the Company, be raised by the Company through loans fromdomestic and/or foreign financial institutions.5.6 Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly convened meeting of theBoard and submitted, if required by law, to the Examination and ApprovalAuthority for approval. Upon receipt of such approval, the Company shallregister the changes in the registered capital and/or total amount of investment with the original department of administration of industry and commerce.Article 6 - Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose ofall or any part of its registered capital in the Company upon the unanimousapproval of the Board of Directors and the carrying out procedure to changeregistration with the original registration body.Article 7 - Board of Directors7.1 Formation of Board(a) The date of issuance of the Company’s Business License shall be the dateof the establishment of the Board of Directors (“Board”).(b) The Board of Directors shall be composed of three (3) Directors who shallbe all appointed by the Investor. The Directors shall each have a term ofoffice of four (4) years, and each shall be eligible for consecutive termsof office upon reappointment by the Investor. Any vacancy created in theBoard of Directors shall be immediately filled by the Investor. TheInvestor may at any time remove with or without cause any Director andappoint in lieu thereof any other person to serve the remainder of theremoved Director’s term. The Investor will appoint the chairman of theboard from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legalrepresentative of the Company and shall have the power to represent andact on behalf of the Company. Whenever the chairman is unable or fails todischarge his duties, the Director having served the longest on the Boardshall represent the Company and perform the chairman’s duties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Company andshall have the right to make decisions on all matters of the Company.(b) Resolutions involving the following matters shall be adopted only by theunanimous affirmative vote of all Directors present in person, bytelephone or by proxy at a duly convened Board meeting:(i) amendment of the Articles of Association;(ii) increase or assignment of registered capital or the total amount of investment;(iii) merger of the Company with any other economic organisation; and(iv) termination, dissolution or liquidation of the Company, or filing for debtor relief or other related protection by or on behalf of theCompany under the Chinese bankruptcy laws or analogous laws orregulations.(c) Resolutions involving the following matters shall be subject to andadopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) issuance of any guarantees for the payment obligations of any personor entity or the making of any other financing arrangements, theamount of which is more than RMB 1 million;(ii) mortgage, pledge or granting of a security interest or other types of liens in any building, office space or other fixed assets orcapital equipment of the Company, the amount of which is more thanRMB 1 million;(iii)loan and/or borrowing, the amount of which is more than RMB 1 million;(iv)rental agreements, the amount of which is more than RMB 1 million;(v)investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB 1 million;(vi)addition of items to or change of the scope of business of the Company;(vii) establishment of branch offices and/or subsidiaries;(viii) change of the legal address of the Company;(ix) distribution and payment of the Company’s profits;(x) appointment, suspension and dismissal of the general manager, deputy general manager and chief financial officer, as well as each oftheir scope of authority;(xi) approval of remuneration and benefits of the general manager, deputygeneral manager and chief financial officer under Article 8.1(b);(xii) approval of equity investment with the amount more than RMB 1million by the Company ;(xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the enterprise expansion fund to beestablished under PRC law;(xiv) approval of the annual business plan and annual budget of theCompany;(xv) approval of the annual auditing report of the Company; and(xvi) other matters the Board considers subject to its approval.7.3 Meetings(a) The first Board meeting shall be held within sixty (60) days from the dateof the issuance of the Business License.(b) The Board shall meet at least once a year. Board meetings shall be heldat the legal address of the Company unless otherwise determined by theBoard of Directors. Two-thirds of all of the Directors shall constitute aquorum for any Board meeting. If at any properly convened meeting, noquorum is present, then the Board shall reconvene at the same time andplace one week later unless otherwise notified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings and shallbe responsible for convening and presiding over such meetings.(d) The chairman of the Board shall call an interim meeting of the Board undera request therefor from no fewer than one Director specifying the mattersto be discussed, and shall notify all Directors in writing the agenda andsubject of the meeting.(e) The chairman of the Board shall send written notice to all Directors atleast fourteen (14) days prior to any regular, seven (7) days in the caseof an interim meeting to be held, stating the agenda, time and place ofthe meeting. Such notice may, however, be waived by the unanimous consentof all Directors prior or at the meeting in person, by telephone or byproxy. If notice is not waived by the Directors, a Board meeting shall beconvened no less than fourteen (14) days and no more than twenty eight(28) days from the date of issuance of the notice in the case of a regularmeeting, and no less than seven (7) days and no more than fourteen (14)days from the date of issuance of the notice in the case of an interimmeeting.(f) Should a Director be unable to attend a Board meeting for any reason, hemay appoint a proxy in writing by mail or facsimile or hand-delivery to bepresent and to vote at the meeting on his behalf. A proxy may representone or more Directors. A proxy shall have the same rights and powers asthe Director who appointed him.(g) Board resolutions may also be passed through a written circular vote viamail or facsimile exchange. Such written resolutions shall be filed withthe minutes of the Board and shall have the same force and effect as avote taken by the Directors physically present at a meeting.(h) Board meetings may also be held by telephone or other electronic audiomeans such that everyone can hear each other at all times andparticipation by a Director or his proxy in a meeting by such means shallconstitute presence of such Director or his proxy in person at a meeting.(i) Directors shall serve as Directors without remuneration unless otherwiseapproved by the Board. All reasonable costs, including round-tripairplane tickets and reasonable accommodation incurred by any Director orhis proxy for attending a Board meeting and for performance of dutiesassigned by the Board, shall be reimbursed by the Company. Remunerationand other expenses of each Director unrelated to Company business shallnot be borne by the Company. If a Director also assumes a position as amanager or staff employee in the Company, he shall be compensated by theCompany according to that position.(j) Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the smooth conduct of Boardbusiness, the chairman or, in the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose ofany Board meeting. The duties of the secretary shall include taking minutes of the meeting, translating or arranging for the translation of documents, anddelivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Company’s head office.Article 8 - Management Organisation8.1 Management Organisation(a) The Board of Directors of the Company shall establish a managementorganisation, which shall be responsible to and under the leadership ofthe Board and in charge of the day-to-day operation and management of theCompany. Unless otherwise decided by the Board, the operation andmanagement organisation shall be made of one general manager, one deputygeneral manager and one chief financial officer (collectively, the“Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remunerationand benefits shall be approved by a majority affirmative vote of theDirectors present at a meeting of the Board in person, by telephone or byproxy.(c) The term of office for the Senior Corporate Officers shall be four years,which terms may be renewed.(d) If any of the Senior Corporate Officers shall resign, retire, becomeincapacitated, or is removed from office by the Board of Directors, theBoard shall appoint a replacement.(e) The Board of Directors may remove any Senior Corporate Officer at anytime, notwithstanding any employment or service contract between theCompany and such Senior Corporate Officer but without prejudice to theSenior Corporate Officer’s compensation for te rmination (if any).(f) The chairman of the Board of Directors and other Directors mayconcurrently serve as a Senior Corporate Officer as well as any otherofficer of the Company.8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision todetermine, qualify, and change in any way the power, responsibility andauthority of the Senior Corporate Officers. The Senior Corporate Officersshall implement the decisions of the Board of Directors without anycondition.(b) Subject to any qualifications and limitations as may be set by the Boardfrom time to time, the general manager shall be responsible for the dailymanagement and operation of the Company; the deputy general manager shall,under the leadership of the general manager, assist the general manager inthe daily management and operation of the Company; and the chief financialofficer shall, under the leadership of the general manager, be responsiblefor the financial and accounting matters of the Company.(c) The general manager shall prepare the annual business plan and budget foreach year for Board approval. Unless the Board shall decide otherwise,the general manager shall submit each year’s business plan and budget tothe Board for approval no later than two months prior to the commencementof the fiscal year.8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for thebenefit or interest of, any other person, company, unit, entity ororganisation or participate in any activities conducted by such person,company, entity, unit or organisation which may, directly or indirectly,conflict or compete with the interest or business of the Company or theInvestor Group in China, and for th e purposes of these Articles “InvestorGroup” means the group constituted by the Investor, its subsidiaries, itsholding companies, and subsidiaries of its holding companies.(b) All other management personnel of the Company shall be forbidden fromconcurrently serving for or working at any other company, unit, entity ororganisation whatsoever unless authorized by the general manager andapproved or ratified by the Board. Any personnel in violation of suchprohibition shall be subject to immediate dismissal by the general managerunless the Board shall decide otherwise.8.4 DismissalAny Senior Corporate Officer who misuses or abuses his position for personalends, engages in graft or bribery in connection with the Company’s business,acts in violation of any Board decisions or laws, acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause shall be dismissed by the Board of Directors without any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. Any other management personnel whoengage in such improper activities shall be immediately dismissed by the general manager.Article 9 - Labour Management9.1 Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreigninvestment enterprises and shall have complete authority over the hiring anddismissal of its employees. The recruitment, employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries,insurance, welfare benefits and other matters shall be handled in accordancewith the relevant PRC laws.9.2 Labour ContractThe Company shall conclude individual employment contracts with staff andworkers directly. The Company shall file such contracts with the LabourDepartment for the record.9.3 Labour PlanThe labour plan, including the number of employees of the Company and the jobdescriptions, shall be prepared and determined by the general manager. Theemployees of the Company shall be required to strictly observe the rules andregulations of the Company. The Company shall recruit and employ only suchnumber of employees as is necessary for its operations. Increase or decrease in the total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require the approval of the general manager.9.4 Labour and Personnel Policies(a) Matters such as employment, dismissal, resignation, wages, insurance,welfare benefits, reward and discipline of staff and workers of theCompany as well as title to and the right to apply for copyrightprotection, patent protection and other rights regarding inventions andworks of authorship in the course of employment shall be set by decisionof the Board and stipulated in the labour and personnel policies of theCompany and the labour contracts between the Company and the employees.(b) The initial labour and personnel policies of the Company shall be preparedby the general manager for approval by the Board. These policies shall beconsistent with applicable laws and regulations of China.(c) The general manager shall implement hiring policies whereby all PRCemployees of the Company shall be selected on the basis of examination andshall have the most competitive merits and qualifications. In thisregard, upon the receipt of necessary approvals, the Company may hirequalified personnel from any where within China and, if necessary, fromforeign countries.(d) The Company shall sign non-competition and confidentiality agreements withits employees in accordance with the principles herein.9.5 Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to the degree of seriousness of the case, give warnings,record demerits, deduct wages, dismiss or otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contract or the rules, regulations or labour discipline of the Company or applicable law.Article 10 - Trade UnionThe staff and workers of the Company may establish a trade union in accordance with the Law of the People’s Republic of China on Wholly Foreign-OwnedEnterprises and the Trade Union Law of the PRC. Activities of the trade union shall be conducted after normal working hours, shall not interfere with thenormal operations of the Company and shall conform with the relevantregulations. If a trade union is established by the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wagesreceived by the employees of the Company into the Company’s trade union fund for such trade union’s use in accordance w ith applicable laws of the PRC onthe management of trade union funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits11.1 Taxes(a) The Company shall pay taxes in accordance with relevant PRC laws andregulations. The Company shall apply for all preferential tax and customstreatment available under the PRC law.(b) The Company shall apply for all reductions of or exemptions from relevanttaxes, duties and other levies which are now available or will becomeavailable for such wholly foreign owned enterprises such as the Company orfor the Investor under any laws and regulations of the PRC.11.2 Finances(a) The financial and accounting affairs of the Company shall be handledconsistently with the financial and accounting affairs of the InvestorGroup to the extent not inconsistent with the Foreign InvestmentEnterprise Accounting System of the PRC and Financial Administration Rulesof Foreign Investment Enterprises of the PRC, which are formulated by theMinistry of Finance of the PRC. The Company shall pay all taxationaccording to relevant laws and regulations of the PRC.(b) The fiscal year of the Company shall start on January 1 of each calendaryear and end on December 31 of the same year. The last fiscal year of theCompany shall start on January 1 of the year of termination or expirationand end on the date of termination or expiration of the Company.(c) The Company shall adopt the internationally recognized accrual basis anddebit and credit accounting system. All accounting records, vouchers,books and statements of the Company shall be prepared and kept both inChinese and, if necessary, Korean as well. The Company shall use Renminbias the base bookkeeping currencies for its financial statements. Theannual, quarterly and monthly reports shall be approved and jointly signedby the general manager and the chief financial officer and shall beprepared and kept in both Chinese and Korean. The chief financial officershall be responsible for formulating the accounting and administrativemeasures regarding the Company’s financial affairs, which shall besubmitted to the Board for approval.11.3 AuditThe Company shall engage the accounting/auditing firm engaged by the InvestorGroup or otherwise selected by the Board to examine and verify the accounts and books of the Company within three (3) months following the end of each fiscalyear. The annual audit report issued by such firm shall be submitted to theBoard. The Company shall make available all of its accounting books and records to such auditor and provide convenience for the auditing.11.4 Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to be allocated into the Company’s rese rve fund, enterprise expansion fund, and the employee bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to andprescription of any limit for the aforesaid funds to be paid out of the after-tax net profits shall be determined by the Board in light of the business andfinancial conditions of the Company.11.5 Distribution of Profits(a) The Board of Directors may distribute the profits of the Company as andwhen they deem appropriate.(b) If the Company carries any loss from any previous year, the profits of thecurrent year shall first be used to cover such loss. No profits shall bedistributed or re-invested unless and until all deficits from any previousyears is fully made up. Any distributable profits retained by the Companyand carried over from any previous years that are not re-invested may bedistributed together with the distributable profits of the current year.Article 12 - Bank Accounts and Foreign Exchange12.1 AccountsThe Company shall open Renminbi deposit accounts and foreign exchange depositaccounts with financial institutions in China. The Company may also openforeign exchange deposit accounts with foreign financial institutions in foreign countries as designated by the Board of Directors upon approval by theExamination and Approval Authority, if required.12.2 Foreign Exchange(a) The Company shall handle its foreign exchange matters in accordance withapplicable PRC foreign exchange laws and regulations.(b) In order to balance the foreign exchange needs of the Company, the Companymay adopt any measure and engage in any activity permitted under Chineselaw.(c) The Company shall use its foreign exchange according to the followingpriority unless otherwise determined by the Board of Directors:(i) Payment of compensation to the Company’s expatriate staff;(ii) Payment for materials, equipment, and services the Company imports from abroad;(iii) Payment for any administrative expenses the Company incurs whichrequire foreign exchange payment;(iv) Payment of loan principal and interest and related obligationsrequiring foreign exchange payment;(v) Payment of profit and dividends to the Investor; and(vi) Payment to the Investor of proceeds from liquidation of assetspursuant to the provisions of Article 15.1.12.3 Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with theInvestor in order to achieve a balance of foreign exchange expenditures andincome.Article 13 - Term13.1 TermThe duration of the Company shall commence on the date of the issuance of theCompany’s Business License and continue for a period of thirty (30) years,unless ea rlier terminated or further extended as provided herein (“Term”).13.2 ExtensionAfter having been unanimously approved by the Board of Directors or as directed by the Investor, a written application for the extension of duration of the Term of the Company shall be filed to the Examination and Approval Authority six (6) months prior to the expiration date of the Term of the Company.Article 14 - Early Termination14.1 Events of TerminationUpon the occurrence of any of the following events, the Company shall beterminated or reorganized accordingly:(a) The Term of the Company expires and is not extended.(b) The Company has sustained heavy losses for five (5) consecutive years andthe Company is unable to achieve its business goals according to theInvestor’s discretion.(c) The total or partial operation of the Company is prevented by anyunforeseeable and unavoidable event or circumstances beyond the control ofthe Company including but not limited to, fire, storm, typhoon, flood,earthquake, explosion, war and serious strikes or work strikes or workstoppages for more than six (6) months.(d) Bankruptcy of the Company.(e) The Company is ordered to close in accordance with PRC laws, because ofserious violations of PRC laws and regulations and damages to the publicinterest.(f) The Investor decides to terminate the Company before the expiry of theTerm.(g) Other causes for termination stipulated herein.14.2 Examining and Approval AuthorityUnder any of the circumstances stipulated as items (b), (c), (d) and (f) ofArticle 14.1, the Company shall submit an application to the Examination andApproving Authority for approval to terminate the Company. The terminationdate of the Company shall be the date on which the termination approval wasgiven by the Examination and Approving Authority.14.3 NoticeIn case that the Company terminates in accordance with the provisionsspecified as items (a), (b), (c), (f) and (g) of Article 14.1, it shall,within fifteen (15) days after the termination date, make a publicannouncement and notify its creditors; and submit, fifteen (15) days afterthe date of the public announcement of termination, the procedures andprinciples of liquidation, and the candidates for the liquidation committeeto the Examination and Approving Authority for approval of liquidation.Article 15 - Liquidation15.1 Liquidation(a) Upon the scheduled expiration of Term (including any extension thereof) orthe earlier termination of the Company in accordance with Article 14 ofthese Articles of Association, the Board of Directors shall immediatelyadopt a unanimous resolution to liquidate the Company, formulateliquidation procedures, establish a liquidation committee and notify theExamination and Approval Authority and other related government agenciesthe liquidation of the Company.。
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
Wholly Foreign-Owned Enterprises Articles ofAssociationCHAPTER 1 GENERAL PROVISIONSArticle1Country (district) company (with country (district) company……)In accordance with the Company Law of the People's Republic of China, Law of the People's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations, with the principle of equality and mutual benefit, through amicable negotiations, consenting to set up the Wholly Foreign-Owned Enterprises in Beijing of the People's Republic of China.Article 2Investment parties forParty A: (Contents include name, the registered address, registered country names, legal representative, positions, nationality, etc.)Party B: (the same as above)Party C: [note: If there is Party C, Party D, and so on ,remark it like this.]If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: (Hereinafter referred to as the “company”)Registered Office Address:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company.The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company:Article8The projects which in the business scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: (includescurrency ).Article10The registered capital: (includes currency ).Included: Party A subscribed capital contribution: (includescurrency) , %of the registered capital. The way of funding is .Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .(It is applied to the conditions which have the shortfall between aggregate investment and registered capital.)The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China.Article11The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license.If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% of its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions.Article12Generally, the company in the business period does not reduce its registered capital. Article13(such as foreign investors joint venture)any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval. One party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders' committee/shareholdersArticle14(If the company has two or more shareholders)The company set up the shareholders' committee by all the shareholders.The shareholders' committee is the company's organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.(If the company is only one shareholder)The company has not set up the shareholders' committee;Shareholder is the company's organ of power,when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the executive director;(4) To examine and approve reports of the supervisor;(5) To examine and approve the annual financial budget plan and final accounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolutions on the increase or reduction of the registered capital of the company;(8)To the issuance of corporate bonds(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) To amend the articles of association of the company.(11) Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to file signature, stamp.(The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.)Article16The shareholders meeting shall be convened at least times every year.The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17(If it sets up a board of directors)The shareholders' meeting convened by the board of directors, and presided over by the chairman.The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.(If it doesn’t set up a board of directors)The shareholders' meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders' meeting of the responsibility,convened and presidedover by the supervisors;the supervisors don’t convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders' committee shall write the minutes of the meeting by the decisions, the shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/executive directorArticle18(If it sets up a board of directors)The company shall establish the board of directors,by members (3-13 persons). Each term for three years, included one chairman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board:(If it doesn’t set up a board of directors) The executive director produced by . The term expires, can be reappointed.Article19Board of directors/executive director shall be responsible to the shareholder, and exercise the following functions and powers:(1) To be responsible to shareholder and to report its work to the shareholder;;(2) To implement the resolutions of the shareholder;(3) To decide on the business plans and investment plan of the company;(4) To formulate the annual financial budget plan and final accounts plan of the company;(5) To formulate plans for profit distribution and plans for making up losses of the company;(6) To formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) To formulate plans for the merger, division, transformation and dissolution of the company;(8) To decide on the establishment of the company's internal management organs;(9) To decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) To formulate the basic management system of the company.(11)Others:(The following terms suitable for establishing the board of directors)The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.The procedure for the board of directors and voting procedures (Enterprise formulated according to law) .The board of directors shall write the minutes of the meeting by the decisions, the board of directors who attended the meeting would sign in the minutes of the meeting.CHAPTER 6 boards of supervisors/ supervisorsArticle20The company shall set up a board of supervisors (if shall set up a board of supervisors), in total members by . (More than 3 persons)Included shareholders: ; representatives . (The worker supervisors shall not be lower than the proportion of a third).Shareholders represent supervisors elect by the shareholders' meeting, or the shareholders appointed. The staff and workers' congress, worker’s congress or other forms finish the democratic election to produce the employee representatives.The board of supervisors shall have one chairman, and by more than half of all the supervisors election. The chairmen of the board of supervisors convene and preside over the meetings of the board of supervisors,the board of supervisors is unable to perform duties or does not perform his duties, the supervisor recommended by half or more common the supervisors shall convene and preside over the meetings of the board of supervisors.Supervisor’s period is three years. The term expires, can be reappointed.(If you don't choose to set up a board of supervisors)The company doesn’t set up the supervisors, produces supervisors, (1 or 2 persons) Elected by the shareholders' meeting.Supervisor’s period is three years. The term expires, can be reappointed.Article21The supervisor of the company shall exercise the following functions and powers:(1) To examine the financial affairs of the company;(2) to supervise the acts of the director and senior executives performing their functions, and to bring the proposal to dismiss those directors and senior executives violating the laws, administrative regulations, the articles of association of the company or the resolutions of the shareholder;(3) To demand directors and senior executives to make corrections if any of their acts is found to have damaged the interests of the company;(4)Propose to convene an interim shareholders' meeting, the board of directors fails to convene and preside over the shareholders' meeting duties convene and preside over the shareholders' meeting.(5)Put forward proposal to the shareholders' meeting(6)To bring a lawsuit against the directors or senior executives in accordance with the provisions of Article 152 of the company law of the people’s republic of China.(7) Others:Article 22Supervisors may attend the meetings of the board of directors and the board of directors to raise questions or Suggestions matters.(The following terms suitable for establishing the board of directors)The board of supervisors found the company operating condition is unusual, it can undertake survey; if it is necessary, they may hire an accounting firm to help their work, and the expenses to be borne by the company.Article23The board of supervisors shall held _ (at least once) the meeting.The supervisors may propose to convene temporary meetings of the board of supervisors.The resolution of the board of supervisors shall be subject to the more than half by supervisors.The board of supervisors shall write the minutes of the meeting by the decisions, the board of supervisors who attended the meeting would sign in the minutes of the meeting.Article24Supervisors perform their functions and powers of the necessary expenses shall be borne by the company.CHAPTER 7 Business Management OfficesArticle25Company management institutions and their functions and powers decided by the shareholders' meeting/shareholders/board/executive director.(The following terms suitable for establishing the manager)It is allowed to set up managers, the board of directors/executive director, who shall be hired or dismissed. The manager is accountable to the board of directors, perform the functions and powers.1. Presided over the company's production and operation management work, organize the implementation of the decision of the board of directors.2. Organize the implementation of the annual business plan and investment plan.3. Developing company internal management organization setup scheme.4. Developing company basic management system.5. Developing company specific regulations.6. Who shall be hired or dismissed the deputy manager, person in charge of finance.7. decided to hire or dismissed except the board of directors shall/executive director the responsible for management personnel.8. The board of directors/executive director and other functions and powers granted.CHAPTER 8 labor management and financial other systemArticle26The company follow the "Labor contract law of the People's Republic of China" and other relevant provisions of the laws and regulations,Deal with employees' employment, dismissal, resignation, wages and benefits, labor insurance, labor discipline and other matters.The company supports staff according to the labor law of the People's Republic of China ", "Chinese union articles of association" for setting up trade unions.Article27The company in accordance with the relevant laws and regulations to establish and execute finance, accounting, auditing, foreign exchange, statistics, insurance system.CHAPTER 9 Duration, Dissolution and LiquidationArticle28The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article29Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can be extended upon the approval of the examination and approval authority and completion of registration formalities in the original registration authority.Article30The company can decide to terminate the Company ahead of time due to the following reasons:1. Expiration of the operating period.2. Shareholders decided to do the dissolution.3.Merger or division of a company needs to dissolve4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests.5. The people's court in accordance with the company law of the provisions of article one hundred and eighty-three to dissolve it.6. Other reasons .Article31Upon the expiration or termination of the operating period of the Company, the company shall do the liquidation.CHAPTER 10 Supplementary ProvisionsArticle32Of this contract, its validity, dissolution, execution and settlement of the disputes shall apply to the law of the People's Republic of China.Article33These articles of association are written in Chinese.Article34The present Articles of Association will become valid only upon the approval of the examination and approval authority. The same applies to the amendment to these Articles of Association.Article35This Articles of Association is signed in .Article36The formation, validity, execution and interpretation of the present Articles of Association shall be governed by the relevant laws and regulations of the People's Republic of China. In case there is no applicable Chinese law for a specific issue, international practices shall be used as reference.The investor promised that to sign by the parties other business agreement and this article of association does not conflict, in conformity with PRC laws and regulations and the relevant provisions, and bear corresponding legal responsibility.Party A: (chop here) Party B: (chop here)Party C: ……Legal representative of the Company or its authorized representativeSignatureDate:(The company registration of changing in the articles of association or the record or modify, amends the articles of association still needs the company’s legal representative’s signature with the company stamp.)。