ARTICLES OF ASSOCIATION OF ……CO., LIMITED
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.
CHAPTER 1 The Name and Domicile of the Company
The name of the Company is
The domicile of the Company is
CHAPTER 2 Business Scope of the Company
The business scope of the Company is (subject to approval in business license and the Administration for Industry and Commerce ) --------
CHAPTER 3 The Registered Capital of the Company
The registered capital of the Company is------ RMB. Resolutions on the increase, reduction or transfer of the Company′s registered capital shall be made by the shareholers. The Company may reduce its registered capital according to the regulations set in these Articles of Association. Where such reduction of capital occurs, the Company shall inform its creditors of the reduction of registered capital within ten (10) days following the date on which the reduction resolution is adopted, and make at least one announcement regarding the reduction in a newspaper within thirty (30) days. After the reduction, the registered capital of the Company shall not be less than the statutory minimum limit. It shall apply to the registration authority for a change in its registered capital.
CHAPTER 4 The Personal (or Corporate) Names of the Shareholders, Actually Paid Capital Contribution Amount, and the Types of Such Contribution
The personal (or corporate) names of the shareholders, actually paid capital contribution amount, and the types of such contribution are as follows:
The personal (or corporate) name of the shareholders:
The type of capital contribution: cash.
Capital contribution amount:------RMB.
When the Company is formed, the investment certification should be issued to each shareholder.
CHAPTER 5 The Rights and Obligations of the Shareholders
The shareholders of the Company shall enjoy the following rights:
(1) to decide on the business policies and investment plans of the Company;
(2) to appoint the director and the supervisor, and to decide on matters concerning the remuneration of the director and the supervisor;
(3) to review and approve reports of the board of directors;
(4) to review and approve reports of the supervisor;
(5) to review and approve the Company′s proposed annual financial budgets and final accounts;
(6) to review and approve the Company′s profit distribution plans and plans for making up losses;
(7) to pass resolutions on the increase or reduction of the Company′s registered capital;
(8) to pass resolutions on the issuance of corporate bonds;
(9) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the Company;
(10) to amend the Articles of Association of the Company;
(11) other rights entrusted to them by these Articles of Association of the Company.
The above resolutions made by the shareholders should be issued in writing and signed by the shareholders and served as a record in the Company.
The Shareholders shall perform the following obligations:
(1) to obey the Articles of Association;
(2) to render equity according to the shares they subscribed
(3) to collect operating funds and give necessary guarantee;
(4) to assume debts according to the shares they subscribed;
(5) not to retire shares after registered in the Company.
CHAPTER 6 The Company′s Organizational Structure, its Establishment and Power, and Procedures
The Company shall have a board of directors. The Board of Directors of the Company shall consist of -----directors, including---Chairman and------Vice Chairman. The tenure of the chairman of the Board is three years. A chairman may serve consecutive terms upon expiration of his term if re-appointed. The Chairman of the Board of Directors is the legal representative of the Company.
The Board of Directors shall be responsible to the shareholders, and shall exercise the following functions and powers:
(1) to be responsible for convening shareholders′ meetings and presenting reports to the shareholders′ meeting;
(2) to implement resolutions issued by the shareholders′ meeting;
(3) to consider and determine the Company′s business plans and investment plans;
(4) to prepare annual financial budget plans and final accounting plans in relation to the Company;
(5) to prepare profit distribution plans for the Company and plans for making up any losses suffered by the Company;
(6) to prepare plans for increasing or reducing the Company′s registered capital and for issuance of corporate bonds;
(7) to formulate plans for mergers, divisions, changes of corporate form or dissolution in relation to the Company;
(8) to determine the Company′s internal management structure;
(9) to determine the appointment or removal of the Company′s general manager as well as the remuneration of the general manager, and upon the general manager′s recommendation, determine the appointment or removal of deputy general manager(s), the officer in charge of finance of the Company and their remuneration;
(10) to formulate the Company′s basic management systems;
(11) to review major contracts concerning the Company, or shareholders; and
(12) other rights entrusted to them by these Articles of Association of the Company.
The company shall have ---general manager, and ----deputy general managers.
The general manager and deputy general manager shall be appointed and removed by the Board of Directors. The tenure of the general manager and deputy general manager is three years. The general manager and deputy general manager may serve consecutive terms upon expiration of his term if re-appointed.
The general manager shall be responsible to the Board of Directors, and shall exercise the following functions and powers:
(1) to be in charge of the management of the Company′s operational activities, and organize the implementation of the board′s resolutions;
(2) to prepare the plan for the Company′s management structure;
(3) to prepare the basic management system and formulate specific rules and regulations for the Company;
(4) to propose the appointment of the deputy general manager(s) and the officer in charge of finance of the Company, and appoint personnel of middle level and below;