公司章程英文版

公司章程英文版

Articles of Association

Of

Chongqing, China

Date: [ ], 2005

Table of Contents

Article 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. 4

Article 5- Total Amount of Investment and Registered Capital 5

Article 6- Encumbrance of Investment 6

Article 7- Board of Directors. 6

Article 8- Management Organisation. 9

Article 9- Labour Management 11

Article 10 -Trade Union. 13

Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13

Article 12 -Bank Accounts and Foreign Exchange. 14

Article 13 -Term (15)

Article 14 -Early Termination. 16

Article 15 -Liquidation. 17

Article 16 - Insurance. 18

Article 17 - Rules and Regulations. 18

Article 18 -Miscellaneous. 19

The 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 Chon gqing, PRC.

Article 1 - Name of Company

Name of the Company in English:

Name of the Company in Chinese:

Legal Address:

Legal Representative:

Position:

Nationality:

Article 2 - Name of Investor

Name of the Investor in English: .

Legal Address:

Legal Representative:

Position:

Nationality:

Article 3 - The Company 3.1 Legal Person

The Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Company shall comply with applicable PRC laws and regulations.

3.2 Limited Liability Company

The 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 other obligations whatsoever of the Company shall be limited to the registered capital of the Company.

3.3 Date of Establishment

The date of the establishment of the Company shall be the date on which the Company is issued its Business License.

3.4 Branches

The Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Examination and Approval Authority”).

Article 4 - Purpose and Scope of Business of the Company

4.1 Purpose

The purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in Chongqing and other cities in China by adopting advanced and appropriate technologies and scientific management methods and to bring satisfactory economic benefits to the investor.

4.2 Business Scope

(The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.)

Article 5 - Total Amount of Investment and Registered Capital

5.1 Total Amount of Investment

The total amount of investment of the Company shall be.

5.2 Registered Capital

The registered capital of the Company shall be .

5.3 Contribution to Registered Capital

Investor’s contribution to the registered capital of the Company shall be in