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公司章程（英文版） 法律The Article Of Association of Guangdong XXX company of limited libiability (drafted by lawyer LuYu) Chapter 1 General Principles Article 1 The article is formulated according to the provisions of china-foreign cooperative enterprises law of people's republic of china(hereinafter refered to as cooperative enterprises law), Company Law of the People's Republic of China(hereinafter refered to as company law) and other relevant laws and administrative regulations. Article 2 Where the Article Of Association conflicts with the provisions stipulated by the state laws and regulations, such provisions shall apply. Article 3 The Type of Business is limitied liability company jointly invested by investors from mainland of China and Hong Kong, Macao and Taiwan province. Chapter 2 the title and the domicile of the company Article 4 The title of the company is Guangdong XX company of limited libiability(hereinafter refered to as the company) . Article 5 The domicle of the company shall be Chapter 3 Business scope Article 6 The business scope of the company is limited in ………. Chapter 4 The total investment and the registered capital Article 7 The total investment of the company is ……HK dollars and the registered capital is …HK dollars. Chapter 5 the name (or title) of the company and the registered place Article8 The two collaborators of the company are: (1) The……company (hereinafter referred to as party A) registered in china with a legal representative named ……, and which is domiciled in ………with a business license numbered ……… (2) The……company (hereinafter referred to as party B ) registered in Hongkong with a authorized signatory named ……, and which is domiciled in ………with a business license numbered ……… Chapter 6 The Type Of Investment Or Conditions for Cooperation and the corresponding time limit Article 9 The type of investment or Conditions for Cooperation and the corresponding time limit shall be: (1) The party A shall be responsible for going through the formalities of transportation permit for the vehicles and corresponding responsibilities. (2) The party B makes its captical contributions by contributing RMB XXX yuan in currency and by contributing non-currency property as material objects which takes up XX percent and XX percent of the total registerd capital respectively. The said captical contributions shall be Fully paid once in six months after the establishment of the company. Article10 The conversion between the foreign currency conducted as the registered captal and RMB or between different kinds of foreign currency shall be accounted according to the middle price of the exchange rate, made known to the public by the central bank, of the day on which the investment is made. Article 11 The Chinese and foreign partners shall perform the obligations of making a full contribution and providing cooperation conditions as scheduled according to the provisions of the laws and regulations and the agreements of the contract. Where either of the parties fails to perform the contributive obligations the Administration Bureau for Industry and Commerce shall set a restricted duration for them to perform and the examination and approval authorities shall handle and punish it where it fails to ferform during the restricted period in accordance with relevant regulations of the state. Chapter seven Equity Transfer Article 12 The permit and the approval shall be obtained from the other party and the examination and approval authorities before where the transfer will occur between the parties and between one party of the cooperators and a third party and such transfer shall go through a formality of change registration. Chapter 9 Organizational Structure Article 13 The cooperative company shall has a board of directors which is the organ of power making decisions on the major issues in accordance of the article of association of the company. Article 14 The board of directors shall be composed of three persons, two of them shall be appointed or replaced by party A and the other one by party B. Each service term for a director may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term. Article 15 The meeting of the board of directors shall be convened at least once a year and the meeting shall be convened and presided over by the chairman of the board, where the chairman can not perform the duties for special cause the chairman shall appoint a vice chairman or one of the other members of the board to convene and preside over the meeting. The meeting may be convened upon proposal made by directors presenting more than one-third of directors of the board. The meeting of the board of directors can be held only when more than two-thirds of the directors attend. And an authorized man shall be entrusted in writing form by the absent director to attend and vote as the representative of him. Any decision made by the meeting requires affirmative votes by more than half of all the directors. Where a director who neither attends nor entrusts a delegate to attend the meeting shall be deemed as having attended the meeting and waived his right of voting in resolving. A notice shall be made to all the directors ten days before the meeting is convened. The meeting of the board of directors may make decisions by means of communication. Article 16 Any of the following resolutions may be adopted only when a affirmative votes is made by all of the directors presenting the meeting. (1) to adopt resolutions on amending the articles of association of the company; (2) to adopt resolutions on the increase or reduction of the registered capital of the company; (3) to adopt resolutions on dissolving the company; (4) to adopt resolutions on setting a mortgage on the assets of the company; (5) to adopt resolutions on matters such as merger, division and transformation of the company; (6) to adopt resolutions on other matters agreed by the parties. Article 17 The board of the directors has one chairman delegated by party A and has two vice chairman delegated by party B. Each service term for them may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term. The chairman of the board shall be the legal representative of the company. Article 18 The company has a general manager who is in charge of the daily affairs of the company operation and management and shall report to the board of directors. The general manager shall be appointed and dismissed by the board. Appointed by the board of directors the directors may hold a concurrent post as the general manager or other senior officer. The board of the directors may adopt a resolution on dismissing the general manager and other senior officers if they are unfit for the job, conduct malpractices or neglect their duties. And they shall bear legal liabilities according to the law where any loss is caused thus. Article 19 The company has no board of supervisors but has two supervisors, delegated by party B, whose service term may not exceed 3 years but they may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term. Here the directors, senior officers or the finance manager may not hold a concurrent post as a supervisor. Article 20 The supervisors shall exercise the following functions and powers: (1) to check the company fiance; (2) to supervise the conducts of implementation of the company office of the directors and the senior officers, and to put forward the proposal of removal where a director or a senior officer breaches the law, administrative regulations or the articles of association. (3) to ask the directors or senior officers to rectify their conducts where the conducts of the directors or senior officers cause damage to the company. (4) to bring an action against the directors or senior officers according to the provisions of the article 152 of the company law; The supervisors may sit in the meeting of the board of directors and may bring up a interpellation or a proposal to the resolutions adopted by the booard of the directors. Article 21 The qualifications for the position of directors, supervisors and senior officers shall meet the requirements stipulated(provided) by the company law. Chapter 8 The Share Of The Incomes, Products, Risks And Losses Article 22 The style of the cooperative enterprise shall be a company if it meets the qualifications of a Chinese legal person. The parties of the cooperation shall be liable for the company’s debts to the extent of their respective investment or the cooperative conditions except as otherwise agreed by the contract. Article 23 The share of the parties of the incomes, products, risks and losses shall be …………………………………. And the party B shall pay the party A, on the basis of the number of the vehicles obtaining the entrance permission, a fixed profit per vehicle monthly. Chapter 9 The duration, dissolving and liquidation Article 24 The duration of the cooperation shall be XXX years which shall be counting from the date when the business license issued. Article 23 If both of the parties agree to extend the duration of cooperation, an application shall be submitted to the examination and approval authority 180 days in advance before the expiration of the contract after the a resolution to the matter has been adopted by the board of directors. Article 25 The cooperative company may be dissolved for any one of the following reasons: (1) the term of cooperation expires; (2) the cooperative company suffers serious losses in operation or incurs a big loss for force majeure and thus makes it difficult to continue the operation; (3) it is difficult for the cooperative company to continue the operation for one or more parties fail to perform the obligations provided by the contract or the articles of association; (4) any other causes for dissolution prescribed by the cooperative contract or the articles of association has occurred; (5) or the cooperative company has been ordered to terminate for the reason of breach of the laws or administrative regulations. Article 26 A liquidation procedures shall be carried out when the term of the cooperative company expires or when it is dissolved in advance. The assets of the cooperative company shall be distributed by the cooperative parties according to the agreements of the contract. An application for company de-registration shall be submitted to the administrative agency for industry and commerce where the cooperative company expires or dissolves in advance. Chapter 10 Supplementary Provisions Article 27 The matters such as………………………, herein not referred to, shall under the govern of the laws and administrative regulations of the people’s republic of China. Party A (signature and seal): Date: Party B (signature and seal): Date: