ARTICLES OF ASSOCIATIONLIMITED LIABILITY COMPANY.docx

1、ARTICLES OF ASSOCIATION LIMITED LIABILITY COMPANYARTICLES OF ASSOCIATIONTABLE OF CONTENTSCHAPTER 1GENERAL PROVISIONSArticle 1These Articles of Association are formulated in accordance with relevant Chinese laws and regulations, including the Company Law of the Peoples Republic of China (hereinafter

2、referred to as the “Company Law”).Article 2The name of the Company is Insert Companys Name in English and Insert Companys Name in Chinese.The name of the Company shall not be changed, except with the prior written consent of the Shareholders, or in case of termination of a third party licence permit

3、ting the Company to be known by such name, if any such licence has been concluded and is in effect.The domicile of the Company is Insert the location of the Companys principal office, Peoples Republic of China.Article 3The names and legal addresses of the Shareholders of the Company are: _ (herein r

4、eferred to as the “Shareholders”)Article 4The Company is a limited liability company, established and registered in accordance with the Company Law subject to the approval of the relevant governmental authorities. The Company is liable for its debts and obligations with all its assets. Each Sharehol

5、der of the Company is liable to the Company with their respective subscribed shares.Article 5The Company is a business legal person, and with its own independent property assets, the Company enjoys the title to its property assets. The Company is protected by the law for its legitimate rights and in

6、terests from infringement. The Company must abide by the law and administrative regulations in its business operations, comply with public and commercial ethics, act on good faith, and accept the supervision by the government and the public, and assume social responsibility. Article 6The Company may

7、 invest in other limited liability companies or joint stock limited companies in accordance with relevant laws and regulations. In any such event, the Company shall, to the extent of the capital contributions of the Company, be liable to, or in respect of the debts or obligations of, such other comp

8、any in accordance with the terms of such investment or the articles of incorporation of such other company.The Company shall not become a partner in any firm or an investor in any other commercial entity in circumstances whereby the Company may incur unlimited or joint liability for the debts or obl

9、igations of such firm or entity. CHAPTER 2PURPOSE, SCOPE AND SCALE OF BUSINESSArticle 1The purpose, scope and scale of business of the Company shall be Insert Details.Article 2To achieve its purpose, the Company is empowered to:1.Employ, remunerate and dismiss all types of qualified, skilled, semi-s

10、killed and unskilled staff, including technicians, engineers, accountants and administrators;2.Lease, hire, purchase or otherwise acquire factory and other premises;3.Lease, hire, purchase or otherwise acquire plant, equipment, tools, machinery, parts and raw materials;4.Acquire, hold and dispose of

11、 patents, copyrights, trademarks and other intellectual property rights;5.Open and operate current and deposit accounts, with the Bank of China and/or other banks within or outside the Peoples Republic of China as permitted according to relevant laws and regulations and to draw and deal with cheques

12、, bills of exchange, promissory notes and other negotiable instruments;6.Borrow money from the Bank of China and/or other banks or financial institutions within or outside the Peoples Republic of China and, in accordance with relevant laws and regulations, to secure and discharge any of the Companys

13、 debts in such manner as may be appropriate, including by the creation and issuance of debentures, loans and by other appropriate ways of financing;7. Insure the assets, business and staff of the Company;8.Purchase or otherwise acquire and undertake all or any part of the business, assets and liabil

14、ities of any other company, firm or entity carrying on business similar to that of the Company in accordance with relevant laws and regulations;9.Commence or become a party to any arbitration or court proceedings; and10.Establish branch offices in other parts of the Peoples Republic of China if the

15、Company deems this as necessary. Necessary approvals with respect to the above activities shall be obtained as required.CHAPTER 3 REGISTERED CAPITALArticle 1The registered capital of the Company shall be RMB Insert Amount, and the agreed percentage interests in, and contributions to, the Companys re

16、gistered capital of or by each of the Shareholders shall be: Name of Shareholder: Insert Number%, to be initially contributed on Insert Date in cash in the amount of RMB Insert Amount /to be contributed in kind, or intellectual property rights or land-use right tantamount to RMB Insert Amount, and t

17、he balance shall be contributed in full on Insert Date in cash in the amount of RMB Insert Amount /in kind, or intellectual property rights or land-use right tantamount to RMB Insert Amount. Name of Shareholder: Insert Number %, to be initially contributed on Insert Date in cash in the amount of RMB

18、 Insert Amount /to be contributed in kind, or intellectual property rights or land-use right tantamount to RMB Insert Amount, and the balance shall be contributed in full on Insert Date in cash in the amount of RMB Insert Amount /in kind, or intellectual property rights or land-use right tantamount

19、to RMB Insert Amount.Non-currency assets as capital contribution shall be valuated upon assessment. Each Shareholder, if so required, must obtain relevant approvals.Article 2After the Shareholders have paid their contributions to the Company, a PRC registered accountant shall be retained to verify w

20、hether or not the contributions have been received, and if so, shall provide a certificate of verification. After the total capital contributions of the Shareholders have been verified, all Shareholders shall appoint a proxy or jointly authorize an agent to submit application, Articles of Associatio

21、n of the Company, the certificate of capital verification and other documents to the local branch of the State Administration of Industry and Commerce for registration and the business licence. After obtaining such licence, the Company shall issue Capital Contribution Certificates to each of the Sha

22、reholders, which will include the following items: (i) name of the Company; (ii) date of the establishment of the Company; (iii) the total registered capital of the Company; (iv) name of the Shareholder and the amount and date of payment of the contribution to the registered capital of the Company;

23、and (v) the series number and date of issuance of the Capital Contribution Certificate. The Capital Contribution Certificates shall be sealed with the Companys chop.Article 3The Company shall establish a Register of Shareholders setting out the following:1.The Shareholders names and domiciles;2.The

24、capital contributions made by each Shareholder; and3.The series numbers of the Capital Contribution Certificates.Shareholders recorded in the Register of Shareholders may claim to exercise the rights of the Shareholders in compliance with the Register of Shareholders.The Company should have the name

25、 and amount of capital contribution of the Shareholders filed with the company registration authority; amendment formalities shall be completed in case of any change to the registered items. Article 4Any Shareholder may transfer or assign to any other Shareholder all or any part of its interest in t

26、he registered capital of the Company. If a Shareholder wishes to transfer or assign such interest to any person who is not a Shareholder, the consent of more than half of all Shareholders must be obtained. If any Shareholder or Shareholders refuses or refuse to grant such consent, the refusing Share

27、holder(s) shall have the obligation, individually or, if more than one, jointly, to purchase the interest of which such Shareholder wishes to transfer or assign to a non-Shareholder. If such Shareholder or Shareholders will not purchase such interest, this Shareholder or these Shareholders shall be

28、deemed to have consented to the transfer or assignment to the non-Shareholder. For any ownership interest to be assigned upon approval by the Shareholders, other Shareholders shall have the right of first refusal under equal conditions; if more than one, the purchase proportion shall be agreed upon

29、through consultation, and failing that, the right of first refusal shall be exercised in proportion to their respective capital contributions. Any transfer or assignment of any interest in the registered capital of the Company shall be subject to the approval of relevant government authorities, if s

30、o required.Article 5After a Shareholder has transferred or assigned its ownership interest according to law, the Company shall destroy the Capital Contribution Certificate of the original Shareholder, and issue the Capital Contribution Certificate to the new Shareholder, and make corresponding amend

31、ment to the Articles of Association. Such amendment to the Articles of Association shall not require the approval of the Shareholders Meeting. The Company shall record in the Register of Shareholders the name or title, and domicile of the new Shareholder and the amount of the interest so transferred

32、 or assigned.CHAPTER 4RIGHTS AND OBLIGATIONS OF THE SHAREHOLDERSArticle 1Each of the Shareholders shall have the following rights:4.To participate in dividends or distributions of profits of the Company to the extent of its percentage interest in the registered capital of the Company;5.To have priority over non-Shareholders in subscribing for additional interests in the registered capital of the Company if the Company decides to increase the same;6.To attend and vote at Shareholders Meeting, or to app