Articles of Association

Articles of Associationof(Amended on April 11, 2013)ARTICLES OF ASSOCIATIONTHESE ARTICLES OF ASSOCIATION were made in Shanghai, the People’s Republic of China on 2nd of July, 2008 and amended in July 2012. The Shareholder hereby further amends these Articles of Association on 11th of April, 2013 due to the transfer of the equity interest in the Company.Chapter 1 General PrinciplesArticle 1 Name and Address of the Company1.The registered name of the Company in Chinese shall be:.2.The English name of the Company shall be: Shanghai [ ] MetallurgicalEquipment Manufacture Co., Ltd.3.The registered address of the Company shall be: [ ] Shanghai 201323, P.R.China.4.In accordance with its business needs, the Company may establish branches,subsidiaries, or representative offices inside and outside the PRC upon approval by the relevant governmental authorities.Article 2 Limited Liability CompanyThe form of organization of the Company shall be a limited liability company. Article 3 Legal PersonThe Company is a legal person of enterprise of the People’s Republic of China. The Company shall enjoy the right to entire property of the legal person formed by the investments of the Shareholder and shall possess civil rights and bear the civil liabilities in accordance with the law. And the company shall, with all its legal person assets, operate independently and be responsible for its own profits and losses according to the laws.Article 4 Laws and RegulationsThe Company shall be a legal person under the laws of China. The activities of the Company shall be governed and protected by the laws, regulations, and relevant rules of China.Article 5 Legally Binding InstrumentFrom their effective date, these Articles of Association shall become a legally binding document regulating the organization and acts of the Company, and the rights and obligations between the Company and the Shareholder.Chapter 2 Shareholder of the CompanyArticle 6 The ShareholderThe sole Shareholder of the Company is [ ] (h ereinafter referred to as “PWCN” or the “Shareholder”), a company that was organized under the laws of the People’s Republic of China and exists as a wholly foreign owned company, is registered at Beijing Administration for Industry and Commerce, China (Business license No.: 110000410140023), and its registered address is [ ], Beijing, China. Its legal representative is Mr. [ ].Chapter 3 Objects and Business Scope of the Company Article 7 ObjectsThe objects of the Company are to use advanced and suitable technology to manufacture the BLT® Bell Less Top Equipments (hereinafter referred to as “BLT”) and other related assembly products of BLT Equipment as well as other equipment for the metallurgical industry under PRC laws, and to achieve good economic results and a satisfactory return on investment for the Shareholder.Article 8 Scope of BusinessThe business scope of the Company shall be: design, manufacturing, fabrication, repair, erection, commissioning and sales of metallurgical equipment and general equipment; providing technical consultancy, development, training and services for the above equipments; import and export for goods and technology. (License has to be obtained for any goods that require administrative permits).Chapter 4 Registered CapitalArticle 9 Registered CapitalThe registered capital of the Company is RMB20 million (twenty million RMB). Article 10 Contribution to CapitalThe capital contribution of PWCN shall be RMB 20 million (twenty million RMB) in cash, which accounts for 100% of registered capital of the Company. The contribution to the registered capital has been paid up in full.Article 11 Investment CertificateT he Company shall issue an investment certificate affixed with the Company’s seal to PWCN within thirty (30) days of the date when the Shareholder approves these Articles of Association.Article 12 Increase or Reduction of Registered CapitalAny increase or reduction of the registered capital of the Company shall be approved by the Shareholder, and be filed with the governing SAIC for registration.Chapter 5 Authorities of the ShareholderArticle 13 Authorities of the Sole ShareholderThe sole Shareholder shall make decisions on all the major issues of the Company, including but not limited to the following matters:(1)to decide the Company’s operational policies and investment plan;(2)to appoint and remove the directors and supervisor and decide theirremuneration;(3)to review and approve reports of the board of directors;(4)to review and approve reports of the Supervisor;(5)to approve annual financial budget plans and final account plans of theCompany;(6)to approve profit distribution plans and loss recovery plans;(7)to decide the increase or reduction of registered capital of the Company;(8)to approve issuance of corporate bonds;(9)to approve merger, split, dissolution, liquidation, or change of Company’sorganizational form of the Company;(10)t o decide and approve the amendments to these Articles of Association of theCompany and other basic management policy of the Company;(11)t o decide admission lf a new shareholder into the Company;(12)t o decide any encumbrance on fixed assets or other property of the Companyand issuing of guarantees by or for the Company;(13)t o decide sale, acquisition, transfer of disposal of fixed assets or otherproperty of the Company with a value not less than 5% of registered capitalof the Company;(14)t o decide the establishment and termination of branches or subsidiaries;(15)a ny other issues that are deemed important by the Shareholder.Any decision made by the Shareholder shall be in writing and signed and chopped by the Shareholder. The Company shall keep all the Shareholder’s decisions for record.Chapter 6 Board of DirectorsArticle 14 Composition of Board of Directors1.The board of directors of the Company shall consist of 3 directors and one ofwhom shall serve as the Chairman of the board. All the directors, including the Chairman of the board will be appointed by the Shareholder. The Shareholder may at any time remove for any reason any or all of the individuals appointed by it and appoint in lieu thereof another individual or individuals to serve the remainder of the relevant term.2.The term for all directors shall be three (3) years, each director may bereappointed by the Shareholder after the term expires.Article 15 Powers and Duties of the Board of Directors1.The board of directors shall be responsible to the Shareholder. The board shallhave the following powers and duties:(1)to implement resolutions made at the Shareholder;(2)to prepare the operational plans and investment schedules;(3)to prepare the Company’s annual financial budget plans and final accountplans;(4)to prepare the Company’s profit distribution plans and loss recovery plans;(5)to prepare the Company’s plans on the increase or reduction of registeredcapital, as well as on the issuance of corporate bonds;(6)to prepare the Company’s plans on merger, split-up, change of theCompany form, dissolution.;(7)to prepare the Company’s basic management system, Management By-laws (as defined below) and other basic management policy of theCompany;(8)to report to Shareholder;(9)to decide on the establishment of the Company’s internal organizations;(10)to appoint Independent Auditor;(11)to decide on hiring or dismissing the Company’s Senior Management andhis remuneration, and, decide on the employment conditions andremuneration of managers of the Company;(12)to decide to sue, execute and terminate judiciary or arbitral procedureswithin or outside of the territory of China, in which Company is acted asone party;(13)to decide sale, acquisition, transfer or disposal of fixed assets or otherproperty of the Company with a value less than 5% of registered capital ofthe Company;(14)to decide the amount, form and lender of the loans of Company;(15)to approve affiliated transactions of the Company and/or contract,arrangement, agreement entered into by the Company with a value morethan 10% of the registered capital of the Company or with a term over oneyear or not in the ordinary course of business of the Company;(16)any other functions related to the operation of the Company as specified inother clauses of these Articles of Association.2.Subject to prior approval by the Shareholder, the board may delegate authorityto the Senior Management of the Company, provided the delegated powers do not fall within the scope of powers that shall be exercised by the board according to PRC laws.3.The board may issue internal rules and guidelines to the Senior Managementof the Company (hereinafter refereed to as the “Management By-laws”) which are to be observed by the Senior Management in the day-to-day conduct and administration of the Company’s business.Article 16 Legal RepresentativeThe Chairman of the Board shall serve as the legal representative of the Company. When the Chairman fails to perform duties, he/she shall authorize any other director or the General Manager to perform his/her duties as legal representative.Article 17 Meetings of the Board of Directors1.The board meeting shall be held at least twice in a year, and the meeting shallbe convened and presided by the Chairman of the board of directors. If the Chairman cannot convene such meetings, he/she should entrust another director to convene and preside such meetings.2.The quorum of all the meeting of the board meeting should be two (2)directors who present by themselves at the meeting or entrust others to attend it.3. A notice to hold the board meeting shall be given to each director 20 calendardays before the date of the board meeting. The contents of notice shall include meeting place, time and agenda. Representatives authorized by the directors can provide proxy and attend the board meeting if the directors cannot attend the meeting by themselves. The entrusted person enjoys all the same rights as the entrusting directors. One person can represent more than one director, provided he has been duly entrusted to by a proxy.4.Requested by Chairman of the board, or by more than one third (1/3) of thedirectors in writing and with the explanation of the discussion matters, the Chairman should convene extraordinary board meetings. A notice to hold the extraordinary board meetings shall be given to each director twenty (20) calendar days before the date of the extraordinary board meeting or in urgent cases less than twenty (20) calendar days as approved by the Shareholder.5.The directors may vote on any matters either by attending meetings in person,by conference telephone or by proxy. Each director shall have one vote.Resolutions of the Board of Directors shall be adopted by a simple majority.The board resolutions shall be made in English and the Chinese version may be prepared when necessary.6.The board resolutions in writing or/by fax/pdf email transmission areadmissible if such resolution bears the signatures of all the directors or authorized representatives attending the meeting.7.The Board shall cause complete and accurate minutes to be kept of allmeetings of the Board including telephone meetings in English. Minuets of all meetings of the Board shall be distributed for all the Directors as soon as the relevant Board meetings are concluded but in any event not later than seven (7) days of conclusion of such meetings. Any director who wishes to propose any amendment or addition thereto shall submit the same in writing to the Chairman within seven (7) days after receipt of the proposed minutes. The minutes shall be finalized by the Chairman not later than four (4) weeks after the relevant meetings and signed by the Chairman within (2) weeks after receipt of the final minutes.Articles 18 Cost and ExpensesAll the cost and expenses with regard to attending the board meeting shall be borne by the Company.Chapter 7 SupervisorArticles 19 Appointment and Term of Supervisor1.The Company has one supervisor, who shall be appointed by the Shareholder(herei n after referred to as the “Supervisor”). The Shareholder may at any time remove for any reason the Supervisor appointed by it and appoint in lieu thereof another individual to serve the remainder of the relevant term.2.The term of the supervisor of the Company is three (3) years. The Supervisormay be reappointed upon his/her term expires.3.Directors and Senior Management of the Company can not act as Supervisorof the Company.Article 20 Powers and Duties of Supervisor1.The Supervisor shall have the following powers and duties:(1)to inspect the financial status of the Company;(2)to supervise the behavior of the directors and Senior Management of theCompany, propose to the Shareholder the dismissal of any director orSenior Management who violate any law, administrative regulation, theseArticles of Association or any determination of the Shareholder’smeeting;(3)to demand any director or Senior Management personnel to correct hisany mis-conduct if such mis-conduct has caused damages to the interestsof the Company;(4)to file litigation against the directors or Senior Management in accordancewith the Company Law of PRC; and(5)any other duties provided for under the Company Law and these Articlesof Association.2.The Supervisor shall be entitled to attend the meetings of the board as non-voting attendee, and may raise questions or suggestions on the matters to be decided by the board.3.The Supervisor shall have the right to inspect the financial and commercialrecords of the Company at any time and without prior notice.4.No one shall interfere with or obstruct the work of the Supervisors. TheSupervisor’s reasonable expenses necessary to perform its duties shall be borne by the Company.Chapter 8 ManagementArticle 21 Management1.The Company shall establish its operation management organs and set upcertain departments base on specific situation to be responsible for the daily operation management work.2.The Company shall adopt a management system composed one GeneralManager (“GM”), one Deputy General Managers (“DGM”),and one ChiefOfficer (“CFO”) (collectively “Senior Management”). The term of office for the Senior Management is 3 years or otherwise decided by the Board of Directors.3.The Senior Management shall be appointed by the board of directors of theCompany and other managers shall be appointed by GM.4.The GM shall be directly responsible to the board of directors and exercisesthe following powers and duties:(1)Management of the company’s manufacture operation, and organizing theimplementation of the board resolution;(2)Organizing the implementation of annual operational plans andinvestment schedules;(3)Preparing the proposal for the internal organization structure of theCompany;(4)Preparing the basic management rules of the Company;(5)Formulating the bylaws of the Company；(6)Making proposals on the appointment or removal of the other SeniorManagement to the board of directors;(7)Making decisions with regard to the recruitment and dismissal ofmanagers other than Senior Management; and(8)Other powers and duties delegated by the board of directors.5.The DGM shall assist the work of the GM and shall perform the responsibilityof the GM in the absence of the GM. GM may attend the board meeting as a non-voting delegate.Article 22 Moonlighting of ManagersUnless with a written approval of the board of directors, the Senior Management and other managers of the Company shall not take any operational positions in any other economic organizations.Chapter 9 Labor and Personnel ManagementArticle 23 Recruitmen tMatters relating to the recruitment, employment, dismissal, wages, insurance, welfare, encouragement and punishment of the Staff shall be handled in accordance with the decision of the board, PRC Labor Law and other relevant laws and regulations. In accordance with applicable laws and regulations in China, the Company has rights torecruit and dismiss employees on its own. The GM shall make all such decisions with regard to the recruitment and dismissal of employee other than Senior Management. Article 24 Labor ContractsThe Company shall sign a labor contract with each employee individually.Article 25 Conditions of EmploymentThe standards of recruitment, remuneration and welfare and so on for employees other than Senior Management shall be made by the GM but such standards shall not violate the laws and regulations of China.Chapter 10 Financial Affairs and AccountingArticle 26 AuditThe Company shall employ an independent registered accounting agency who is engaged in the accounting works in accordance with domestic and international accounting standards (“Independent Auditor”) to review and verify the accounting books of the Company (“Accounts”) once in a financial year, and the audit report shall be submitted to the board of directors and the General Manager. The Independent Auditor shall be appointed by the board of directors.Article 27 Books and RecordsThe Company shall:(1)keep true, proper and accurate books and records in accordance with theprovisions of prevailing law of the PRC, and also in accordance withgenerally accepted accounting principles and practices of the PRC, andshall procure such books of accounts and financial records to be auditedby the Independent Auditor as soon as practicable after the end of eachfinancial year (namely 1 January to 31 December).(2)allow the Shareholder and its authorized representatives during normalbusiness hours to inspect the books, accounting records and otherdocuments of the Company, and to make any extract and copy therefrom. Article 28 Delivery of Financial Statements to ShareholderThe Company shall deliver to the Shareholder:(1)within 7 working days after the end of each calendar month, an unauditedincome statement, statements of cash flow and shareholder’s equity, abalance sheet and budget as of the end of such month in respect of theCompany;(2)as soon as practicable, but in any event within 7 working days after theend of each calendar quarter, an unaudited income statement, statementsof cash flow and shareholders’ equity for each quarter, and unauditedbalance sheet and budget as of the end of such quarter in respect of theCompany;(3)as soon as practicable, but in any event within 80 calendar days after theend of each financial year of the Company, an income statement for suchfinancial year, a balance sheet and a st atement of shareholders’ equit y asof the end of such financial year and a statement of cash flow for suchyear end financial reports of reasonable detail audited and certified byIndependent Auditor;(4)as soon as practicable, but in any events latest 60 calendar days prior tothe end of each financial year, the budget and the business plan of theCompany for the next financial year, prepared on a monthly basis,including balance sheets, income statements and statements of cash flowfor each month; and(5)such other information relating to the financial condition, businessprospects or corporate affairs of the Company as the Shareholder mayfrom time to time reasonably request.Article 29 Bank AccountsThe Company shall open its Foreign Currency and RMB Currency accounts in the bank within the territory of China. The Company may open additional accounts in a bank outside the territory of China or in the regions of Hong Kong and Macau with an approval from the State Administration of Exchange Control or its branch authorities.Article 30 Disbursements and SettlementsAll payments of the Company within the territory of China (including but not limited to the labor expense and remuneration of foreign staffs) shall be disbursed and settled in RMB.Chapter 11 Distribution of ProfitsArticle 31 Distribution of Profits1.After the taxes as required under PRC laws is paid, the Company shall drawten percent (10%) of the profits as the company’s statutory common reserve.The Company may stop drawing if the aggregate balance of the common reserve has already accounted for over fifty percent (50%) of the Company’s registered capital.If the aggregate balance of the Company’s statutory common reserve is not enough to make up for the losses of the Company of the previous year, the current year’s profits shall first be used for making up the losses before thestatutory common reserve is drawn here from according to the provisions of the preceding paragraph.After the Company has drawn statutory common reserve from the after-tax profits, it may, upon a resolution made by the Shareholder, draw a discretionary common reserve from the after-tax profits.2.After making up losses and drawing the common reserves, the rest of profitsshall be distributed at least once a year except as the Shareholder otherwise agrees. The board of directors shall work out the distribution plan of the profits within forty-five (45) calendar days after receiving the annual audited Accounts as stipulated in Article 27.3.If there is any loss transferred from the past year, the post-tax profit of thisyear shall make up the loss of Company as a priority. Before the loss of the past years is made up, the Company is not allowed to distribute profits to the Shareholder. The profits transferred from the past year may be merged into the profits of this year and be distributed together.Chapter 12 Term of the Company and DissolutionArticle 32 Term of the Company1.The term of the Company (hereinafter referred to as “Term”) shall be twentyyears, starting from the issue date of the business license of the Company.2.If the Shareholder approves the extension of the Term, the Company shallapply to the governing SAIC for change of registration of the term of the Company within six months before expiration of the Term.Article 33 DissolutionThe Company shall be dissolved when any of the following conditions or events occurs:(1)The term of the Company expires;(2)The Shareholder decides to dissolve the Company;(3)Dissolution is required due to merger or division of the Company;(4)The business license of the Company is revoked, or the Company isordered to be closed or is cancelled in accordance with the applicablelaws or regulations; or(5)A court orders the dissolution of the Company in accordance with Article183 of the Company Law of PRC.Article 34 Formation of Liquidation Committee1.Where the Company is dissolved according to Article 32 of these Article ofAssociation (“Cause of Dissolution”), a liquidation committee shall be formed within fifteen days as of the occurrence of the Cause of Dissolution so as to carry out liquidation.2.The liquidation committee shall consist of the Shareholder of the Company.Where no liquidation committee is formed within fifteen days as of the occurrence of the Cause of Dissolution, the creditors may pl ead the people’s court to designate relevant person to form a liquidation committee.Article 35 Authorities of Liquidation CommitteeThe liquidation committee shall exercise the following powers and functions during the liquidation:(1)to liquidate the property of the Company, prepare the balance sheet andproperty list;(2)to notify creditors by notice or public announcement;(3)to dispose of any unfinished business of the Company relevant to theliquidation;(4)to pay all outstanding taxes in full and any taxes incurred during theliquidation;(5)to clear up claims and debts;(6)to dispose of the property remaining after clearance of the Company’debts; and(7)to participate in civil litigation activities on behalf of the Company. Article 36 Liquidation Procedures1.The liquidation committee shall, within ten days as of its formation, notify thecreditors, and shall make a public announcement within 60 days on newspapers. Creditors shall, within thirty days as of the receipt of a notice or within 45 days as of issuance of the public announcement in the case of failing to receiving a notice, declare credits against the liquidation committee.2.To declare credits, a creditor shall explain the relevant matters and providerelevant evidential materials. The liquidation committee shall check in the credits, and may not clear off any of the debts of any creditor during the period of credits declaration.3.The liquidation committee shall after clearing the properties of the companyand producing balance sheets and checklists of properties, make a liquidation plan, and report to the Shareholder or the peoples’ court for approval.4.The residual assets that result from paying off the liquidation expenses, wagesof employees, social insurance premiums and legal compensation premiums, the outstanding taxes and the debts of the company with the assets of the company may, be distributed to the Shareholder, but may not carry out any business operation that has nothing to do with liquidation. None of the properties of the company may be distributed to the Shareholder before they are used for the clearing off as stated in this paragraph.5.If the liquidation committee finds that the properties of the company is notsufficient for clearing off the debts after liquidating the properties of the company and producing balance sheets and checklists of properties, it shall file an application to the peoples’ court for bankruptcy. Once the people’s court makes a judge declaring the bankruptcy of the company, the liquidation committee shall handover the liquidation matters to the people’s court.6.On completion of all liquidation procedures, the liquidation committee shallsubmit a final report to the Shareholder or the peoples’ court for approval, hand in the report together with the Business License to the original registration authority and complete all other formalities for deregistration of the Company.7.The liquidation expenses, including remuneration to members and advisors tothe liquidation committee, shall be paid out the Company’s assets in priority to the claims of other creditors.Chapter 13 Amendment of Articles of AssociationArticles 37 Amendment to Articles of Association1.The Company may amend these Articles of Association as required and anyamendment is subject to the approval of the Shareholder. The Company shall amend these Articles of Association in any of the following circumstances:(1)if following a revision of the Company Law or relevant laws andadministrative regulations, the provisions of these Articles of Associationare in conflict with the revised laws or administrative regulations; or(2)the circumstances of the Company have changed and are no longerconsistent with the maters recorded in the Articles of Associating.2.These Articles of Association may be amended by the following procedures:(1)the Board shall submit to the Shareholder for the approval of the draftamendments to these Articles of association;(2)the Shareholder shall approve the draft amendments to these Articles ofAssociation.3.In case that the amended items shall be approved by the regulatory authorities,the approval shall be filed with the regulatory authorities. In case that the amended items shall be registered, the change of registration shall be followed.Chapter 14 MiscellaneousThese Articles of Association shall come into force upon approval by the Shareholder. The same applies in the event of any amendments.These Articles of Association are executed in the Chinese language in three (3) originals and in the English language in three (3) originals. The English and Chinese versions shall be equally valid and neither version prevails over the other.(Intentionally left blank)。

……公司章程ARTICLES OF ASSOCIATIONof……CO., LIMITED……公司章程ARTICLES OF ASSOCIATION OF ……CO., LIMITED根据《中华人民共和国公司法》（以下简称《公司法》）及其他有关法律、行政法规的规定，特制定本章程。

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.第一章公司名称和住所CHAPTER 1 The Name and Domicile of the Company第一条公司名称：Article 1The name of the Company is第二条公司住所：Article 2The domicile of the Company is第二章公司经营范围CHAPTER 2 Business Scope of the Company第三条公司经营范围：Article 3The business scope of the Company is (subject to approval in business license and the Administration for Industry and Commerce ) --------第三章公司注册资本CHAPTER 3 The Registered Capital of the Company第四条公司注册资本：人民币---万元。

公司增加、减少及转让注册资本，由股东做出决定。

公司减少注册资本，还应当自做出决定之日起十日内通知债权人，并于三十日内在报纸上至少公告一次，减资后的注册资本不得低于法律规定的最低限额。

超经典法律翻译100篇之有限公司章程 1 formation, operation and management of jointventure under Ethiopia's new joint venture law.埃塞俄比亚新合资企业法所规定的合资企业的组织、经营和管理memorandum of association of kwik 'n' easy Buffetservice, limited快而便冷餐服务社有限公司章程1. the name of the Company is "Kwik 'N' EasyBuffet Service, Limited."一、本公司的名称是“快而便冷餐服务社有限公司”。

2. the registered office of the company will besituated in England.二、本公司的注册办事处设在英格兰。

3. the objects for which the company is establishedare -三、本公司设立的宗旨在于 -a) to carry on the business of catering for partiesand functions taking place within a fifty mile radiusof the registered office.1 经营为在注册办事处方圆50英里内举办的社教文娱聚会或盛大集会服务的业务。

b) to carry on any other trade or business whichcan in the opinion of the Board of Directors, beadvantageously carried on by the company inconnection with or as ancillary to any of the abovebusinesses or the general business of thecompany.2 从事董事会认为涉及或从属于公司之上述各项业务和总业务的其他任何有利可图的行业或营业。

英国公司几个章的用途英国公司几个章的用途很多，可以总结为以下几个方面：1. 公司章程（Articles of Association）公司章程是一份法律文件，详细规定了公司内部的管理结构、权益和义务。

它包括公司的目的、管理机构和表决权、股份发行、股东权益和债务责任、利润分配以及解散和清算程序等内容。

公司章程是公司的宪法，用于规范公司的经营活动，确保公司的运作和利益得到保护。

2. 公司设立证明书（Certificate of Incorporation）公司设立证明书是英国公司注册局颁发的一份文件，证明该公司已经完成注册程序，成为合法的公司实体。

这一证明书中包括公司名称、注册号码、注册地址、注册日期以及公司类型等信息。

公司设立证明书是公司法人身份的正式确认，具有法律效力，用于证明公司的合法地位和存在。

3. 股东协议（Shareholders' Agreement）股东协议是股东之间达成的一份合约，约定了各方的权益、义务和责任。

它包括股权分配、投票权、利润分配、决策程序、股份转让和退出机制等内容。

股东协议用于规范公司的内部经营事务，确保股东之间的权益得到保护，同时也为公司的稳定发展和管理提供了指导。

4. 公司印章（Company Seal）公司印章是公司的官方标志，用以确认公司文件和合同的真实性和合法性。

它包括公司名称、注册号码和注册地址等信息，通常以圆形或椭圆形的形式出现。

公司印章的使用需要经过股东或董事会的授权，并通常需要与公司经理或董事的签名一同出现。

公司印章在公司内部和外部的商务往来中都有重要的作用，确保公司行为的合法性和有效性。

5. 公司章程修正案（Amendment to Articles of Association）公司章程修正案是对公司章程进行修改和更新的文件，旨在适应公司内部经营的变化和发展。

修正案需要经过股东大会的审议和批准，并在其中规定的程序下进行。

公司章程修正案通常包括对公司目的、管理机构、股份结构和权益等方面的修改和补充。

公司章程范本中的公司章程中英文对照范例公司章程（Articles of Association）第一章：总则第一条【公司名称】本公司的名称为[公司名称]（简称“本公司”）。

第二条【公司类型】本公司为有限责任公司。

第三条【注册地址】本公司的注册地址为[注册地址]。

第四条【经营范围】本公司的经营范围包括但不限于：[经营范围]。

第五条【注册资本】本公司的注册资本为人民币[注册资本金额]（大写：人民币[注册资本金额大写]）。

第六条【股东】本公司的股东包括但不限于：[股东1姓名]、[股东2姓名]等。

第七条【管理层】本公司的管理层包括但不限于：董事、监事和经理等。

第八条【章程生效】本公司章程于[章程生效日期]生效，并取得法律效力。

第二章：股东权益第九条【股权登记】本公司股权登记由本公司的股东登记薄负责。

第十条【股权转让】股东在转让其股权时，应向公司提出书面申请，董事会有权根据有关法律和本章程的规定，决定是否同意该转让。

第十一条【股息分配】公司在扣除必要的费用后，将根据股东持有的股份比例，派发相应的股息。

第三章：董事会第十二条【董事会的职责】董事会按照法律、法规和公司章程的规定，管理和监督公司的日常运营和决策事项。

第十三条【董事的任职和离职】董事由股东大会选举产生，任期为[董事任期]。

董事可以连任。

第十四条【董事会决策】董事会的决策应当以股东利益为核心，并经过多数董事的同意方可生效。

第四章：监事会第十五条【监事会的职责】监事会按照法律、法规和公司章程的规定，对公司的财务状况和经营情况进行监督。

第十六条【监事的任职和离职】监事由股东大会选举产生，任期为[监事任期]。

监事可以连任。

第五章：经理第十七条【经理的职责】经理负责公司的日常经营管理工作。

第六章：公司章程的修订和解释第十八条【章程的修订】对公司章程的修订应当经过股东大会的决议，并符合法律和法规的要求。

第十九条【章程的解释】对公司章程的解释权归属于本公司的股东大会。

MEMORANDUMANDArticles ofAssociationFORRomantic TizianoInternational Co. Incorporated the 6th day of March, 2000Articles of AssociationFORRomantic Tiziano International Co. Chapter 1 General ProvisionsChapter 2 ShareholderChapter 3 Directors and SupervisorChapter 4 Objectives and Scope of the Business Chapter 5 Total Investment Amount and the Registered CapitalChapter 6 Board of DirectorsChapter 7 Business Management OfficeChapter 8 Taxation, Finance and ForeignChapter 9 Distribution of ProfitsChapter 10 Labor ManagementChapter 11 Trade UnionChapter 12 InsuranceChapter 13 Duration, Dissolution and Liquidation Chapter 14 Rules and RegulationsChapter 15 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In accordance with Law of the People's Republic of China on Foreign-Capital Enterprises and other relevant Chinese laws and regulations, Romantic Tiziano, American Company, intends to set up Romantic Tiziano International Co., an exclusively foreign-owned enterprise, in Shanghai, China. For this purpose, Articles of Association hereunder are formulated.Article 2The name of the Company is: Romantic Tiziano Trading Co., Ltd.The legal address of the Company is at: 2011 Avenue of the wineries, Shanghai, China.The legal representative of the Company is: Jane HuangArticle 3The name of the Shareholder is: Jane Huang, Alva Jin, Rina Meng, Rebecca Mao, Danny Xu, and Sunny Wu.The place of incorporation is: Shanghai, China.The legal address of the Shareholder is: Napa Valley, California, American.The legal representative of the Shareholder is: Jane Huang.The nationality of the legal representative is: AmericanArticle 4The organization form of the Company is a limited liability company. The Shareholder is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all of its 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.Chapter 2 ShareholdersArticle 6The shareholder is the Compan y’s organ of power, which shall exercise the following functions:1. Determining the Company’s operational guidelines and investment plans;2. Electing and changing the Directors and supervisor assumed by non-representatives of the employees and deciding the matters relating to their remuneration;3. Deliberating and approving reports of the Board of Directors;4. Deliberating and approving reports of the supervisor;5.Deliberating and approving annual financial budget plans andfinal account plans of the Company;6.Deliberating and approving Company profit distribution plansand loss recovery plans;7.Making resolution about the increase or reduction of thepany’s registered capital;9.Adopting resolutions about the assignment, split-up,dissolution, liquidation, change of Company form of the Company;10.Revising the Articles of Association of the Company;11.Other functions as specified by the articles of association.For any of the matters as listed in the preceding paragraph, if all shareholders consent to it in writing, it is not required to convene a shareholders meeting. A decision may be made directly and shall bear the signature or seals of all the shareholders.When the shareholder content to the Company’s operational guidelines and investment plans, he shall make it in written form, put his signature to it and preserve it in the Company.Chapter 3 Directors and SupervisorArticle 7The board of directors shall be responsible for the shareholder and shall exercise the following functions:1.Presenting reports to the shareholder;2.Adopting resolutions made at the shareholder;3.Determining the operational plans and investment plans;4.Working out the company’s annual financial budget plansand final account plans;5.Working out the company’s profit distributio n plans and6.loss recovery plans;7.Working out the company’s plans on the increase orreduction of registered capital;8.Working out the company’s plans on merger, split-up,change of the company form, dissolution etc.;9.Making decisions on the establishment of the companiesinternal management departments;10.Making decisions on the hiring or dismissing thecompany’s manager and his remuneration, and accordingto the nomination of the manager, deciding on the hiringor dismissal of vice manager(s) and the person in chargeof finance as well as their remuneration.11.Working out the company’s basic management systemand12.Other functions as specified in the articles of association. Article 8The Company does not establish a Board of Supervisors and it will have ONE Supervisor appointed by the Shareholder.Article 9Each term of office of the Supervisors shall be 3 years. The Supervisors may, after the expiry of their term of office, hold a consecutive term of office upon re-election. No director or manager may concurrently work as a Supervisor.If no re-election is timely carried out after the expiry of the term of office of the Supervisors, the original supervisors shall, before the newly elected Supervisors assumes his post, exercise thepowers of the supervisors in accordance with the laws, administrative regulations, as well as the articles of association. Article 10The Supervisor may exercise the following powers:(1)To check the financial affairs of the Company;(2)To supervise the duly-related acts of the directors andsenior managers, to put forward proposals on the removalof any director or senior manager who violates any law,administrative regulation, the articles of association orany resolution of the shareholders meeting;(3)To demand any director or senior manager to makecorrections if his act has injured the interests of theCompany;(4)To put forward proposals at shareholders meetings;(5)To initiate actions against directors or senior managers inaccordance with Article 152 of the law.The Supervisor may attend the meetings of the Board of Directors as a nonvoting attendee, and may raise questions or suggestions about the matters to be decided by the Board of Directors.The expenses necessary for the Supervisor of the Company to perform his/her duties shall be borne by the Company.Chapter 4 Objective and Scope of the BusinessArticle 11The objective of the Company is to engage in the importation, distribution and exportation of Romantic Tiziano brand liquors. We are dedicated to serve natural, free from contamination, pure handmade drinks to the potential Chinese market and uses China as a bridge as well as a key to the whole world. We combine high-technology and handmade skills to make you believe enjoy life are borderless.Article 12The business scope of the Company is to engage in the importation, distribution and exportation of Romantic Tiziano brand liquors. The colorful varieties include wines, brandy, champagnes and whiskies at different rate.Chapter 5 Total Investment Amount and the Registered CapitalArticle 13The amount of total investment of the Company is RMB 1000, 000.00;The registered capital is RMB 1000,000.00.Article 14The Shareholder shall contribute at least 15% of the registered capital of the Company within ninety days of the issuance of its business license. The balance of the registered capital shall be contributed in full within 2 year after the issuance of business license of the Company.Article 15The Shareholder shall contribute the registered capital with the following method:1. The Investor shall contribute at least 15% of the registeredcapital of the Company within ninety days of the issuance of its business license. The balance of the registered capital shall be contributed in full within 2 year after the issuance of business license of the Company.The capital contribution of each party shall be converted according to the current 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 16Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify 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 Shareholder and file with the original examination and approval authority and the administrative department of industry and commerce.Article 17The 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 theadministrative department of industry and commerce.Chapter 6 Board of DirectorsArticle 18The 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 19The Board of Directors is composed of 5 directors, with 1 chairperson and 4 directors. The shareholders of the Board shall be appointed by the Shareholder. The term of office for the directors and chairperson is three 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 20The 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 other director to exercise rights and fulfill obligations.Article 21The Board of Directors shall convene at least one meeting everyyear. 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 22The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote. Attendance can be made by tele-conference.Article 23In 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 waive his/her right.Article 24Unanimous 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 25Each Board meeting shall have detailed minutes, which shall be signed by all the directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.Chapter 7 Business Management OfficeArticle 26The Company exercises chief executive officer responsibility system under the leadership of the Board of Directors, with 1 chief executive officer, 1 chief operative officer, chief product officer, chief sales officer, chief financial officer,chief procurement officer.Article 27The chief executive officer is directly responsible to the Board of Directors and shall carry out the various decisions of the Board and organize and guide the overall production of the Company. Article 28Several chief officers may be appointed by the management office to be responsible for the work in various departments respectively, handle the matters handed over by the chief executive officer and be responsible to him.Article 29The chief executive officer and other chief officers shall earnestlyperform their duty and shall not hold concurrent post as a officer or other forms of employee for other companies.In case of malpractice or serious dereliction of duty on the part of the chief executive officer can be dismissed at any time upon the decision of the Board meeting.Article 30The departments of the Company and the setup of department structure shall be planned by the chief executive officer through consultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions other than chief officer shall be determined by the chief executive officer through consultation.Article 31In case of malpractice or serious dereliction of duty on the part of the chief officers, the Board of Directors shall have the power to dismiss them at any time.Chapter 8 Taxation, Finance and Foreign Exchange ManagementArticle 32The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.Article 33Staff shareholders and workers of the Company shall pay individual income tax according to Individual Income Tax Law of the People's Republic of China.Article 34The Company shall implement accounting system in accordance with relevant financial management system of the People's Republic of China. The Company shall, according to international practice, adopt accrual accounting system and debit-credit book-keeping method.Article 35The fiscal year of the Company shall be from January 1 to December 31 of each Gregorian calendar year. The first fiscal year shall be from the day when the business license is issued to December 31 of the same year.Article 36All accounting vouchers, account books and statements shall be written in Chinese and shall, if written in foreign languages, be supplemented with Chinese.Article 37The Company shall use RMB bookkeeping. Conversion of RMB with other currencies shall be calculated on the basis of current numeraire exchange rate of the People's Bank of China on the day of arising.Article 38The Company shall, in accordance with applicable Chinese laws and regulations, open a foreign currency account and a RMB account in domestic banks.Article 39In the first 3 months of each fiscal year, the general manager shall prepare the previous year's balance sheet, profit and loss statement and profit distribution proposal and submit them to the Board of Directors for examination and approval.Financial checking and examination of the Company shall be conducted by an auditor registered in China and the auditor's report shall be submitted to the Board of Directors.Article 40The foreign exchange issues of the Company shall be handled in accordance with the relevant laws and regulations concerning foreign exchange administration.Chapter 9 Distribution of ProfitsArticle 41The Company shall set aside allocations for reserve funds and welfare funds and bonuses for staff and workers from the after-income-tax profits. The specific proportion of allocations shall be decided by the Board of Directors in accordance with Rules for the Implementation of the Law of the People's Republic of China on Foreign- Capital Enterprises and otherrelevant laws and regulations of China.Article 42The remaining profits after payment of company income tax and allocation of various funds in accordance with the stipulations of Article 38 shall be distributed to the Shareholder according to the decision of the Board of Directors.Article 43The profits of the Company shall be distributed annually and no profits shall be distributed should the losses in the previous years not be covered. The undistributed profits in the past fiscal years can be distributed together with the distributable profits in the current fiscal year.Chapter 10 Labor ManagementArticle 44Such issues of the Company as recruitment, employment, dismissal, resignation, welfare, labor protection and labor discipline shall be handled in accordance with relevant stipulations of China on labor and social insurance. The Company shall not employ child labor.Article 45The Company shall enter into labor contract with the employees and shall file with the local labor administration authority.Article 46The Company has the power to impose punishment such as disciplinary warning, demerit recording, wage reduction and even dismissal in case of grave misconduct on the staff shareholders and workers violating the rules, regulations and labor discipline of the Company. Dismissal of staff shareholder or worker shall be filed with the local labor administration authority.Article 47The wages and remuneration of the staff shareholders and workers of the Company shall be decided by the Board of Directors in accordance with relevant stipulations in China and according to the situation of the Company and shall be specifically stipulated in the labor contract.Chapter 11 Trade UnionArticle 48The staff shareholders and workers of the Company have the right to set up grassroots trade union organization and carry out trade union activities in accordance with the provisions of Trade Union Law of the People's Republic of China.Article 49The trade union of the Company represents the interests of the staff shareholders and workers. It plays the following roles: (1) Safeguarding the lawful rights and interests of staff shareholders and workers according to law,(2) Assisting the Company in proper allocation and utilization of employee welfare and bonus fund, organizing the staff shareholders and workers to study politics, science, technology and professional knowledge and carry out recreational and physical activities, educating the staff shareholders and workers to observe labor discipline and strive to fulfill the various economic targets of the Company.Article 50The trade union of the Company can, on behalf of the staff shareholders and workers, enter into collective labor contract with the Company and supervise the performance of the labor contract.Article 51When the Company study and decide on the issues relating to staff shareholders and workers such as reward and punishment, wage system, welfare, labor protection and insurance, the representatives of the trade union have the right to attend the meeting as a non-voting delegate. The Company shall listen to the opinions of the trade union and seek cooperation from the trade union.Article 52The Company shall actively support the work of the trade union and, in accordance with Trade Union Law of the People's Republic of China, provide the trade union with necessary premises and facilities to conduct work, hold meeting and carry out collective welfare, cultural and physical activities for the staffshareholders and workers.Article 53The Company shall allocate on a monthly basis 2% of the actually paid wages of the staff shareholders and workers as its trade union fund, which shall be used by its trade union in accordance with the measures of All-China Association of Trade Union on the management of trade union fund.Chapter 12 InsuranceArticle 54Insurance policies of the Company on various kinds of risks shall be underwritten with the insurance companies in China. Types, value and duration of insurance shall be decided by the Board of Directors in accordance with the stipulations of the insurance companies.Chapter 13 Duration, Dissolution and LiquidationArticle 55The operating period of the Company is fifteen years and shall start from the date on which the business license of the Company is issued.Article 56Should the Shareholder decide to extend the operating period, itshall submit a written application to the original examination and approval authority at lease 180 days 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.Article 57In addition to expiration of the operating period, the shareholders can decide to terminate the Company ahead of time due to the following reasons:1.Heavy losses due to mismanagement;2.Unable to go on business due to heavy losses caused by force majeure such as natural disaster and war;3.Bankrupt;4.Revoked according to law due to violation of Chinese laws and regulations and damage to public interests;5.Occurrence of other causes for termination as stipulated in the present Articles of Association.Article 58Upon the expiration or termination of the operating period of the Company, the Shareholders shall formulate liquidation procedures and principles and organize a liquidation committee. The liquidation committee shall be composed of at least three shareholders, who will be selected by the Board of Directors from the directors or engaged by the Board of Directors from the relevant professionals.Article 59The liquidation committee shall conduct liquidation on the Company in accordance with Liquidation Measures for Foreign-funded Enterprises. The role of the liquidation committee is to check up completely the assets, creditor’s rig hts and liabilities of the Company, prepare balance sheet and statement of assets, formulate liquidation scheme and implement this scheme after the investors pass it.Article 60During the period of liquidation, the liquidation committee shall act as the legal representative of the Company in filing and responding to lawsuits.Article 61The liquidation expenses shall be paid in priority from the existing assets of the Company.Article 62After the liquidation of the Company is over, the remaining assets after liquidation of debts shall be distributed to the Shareholder. Article 63After the liquidation is over, the Company shall go through the formalities of registration cancellation with the administrative department of industry and commerce, hand in the business license for cancellation and announce the liquidation to the public.Chapter 14 Rules and RegulationsArticle 64The Company shall formulate the following rules and regulations through the Board of Directors:1.business management system, including the function andpower and working procedure of the subordinate management departments;2.code of conduct for employees;bor and wage system;4.work attendance, promotion, reward and punishment systemfor employees;5.employee welfare system;6.financial system;7.liquidation procedure for liquidation of the Company;8.Other necessary rules and regulations.Chapter 15 Supplementary ProvisionsArticle 65The formation, validity, enforcement 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.Article 66The present Articles of Association will become valid only uponthe approval of Shanghai Municipal Bureau of Commerce. The same applies to the amendment to these Articles of Association. Article 67The present Articles of Association is signed in __Shanghai__ (place) on _ 2011-4-13_ (date) by the legal representative of the Shareholder or its authorized representative.Legal representative of the Company or its authorized representativeSignature (stamp)____ Danny Xu____。

XXXXXXXX Co., Ltd.Articles of AssociationFor the purpose of adapting to the requirements of socialist market economy and developing productivity, the Articles of Association is made and reentered in accordance with the Company Law of the People’s Republi c of China (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail.Chapter One Name and Address of the CompanyArticle 1:The Company’s name:XXXXXXXX Co., Ltd. (hereinafter referred to as the Company)Article 2: The Company’s address: Post Place of Guozhuang Town, Pingdu CityChapter Two Scope of BusinessArticle 3:The scope of business: production and processing of salted vegetables, fresh vegetables, pepper and other agricultural products (sanitation license shall be valid before April 29, 2013); import and export of goods.Chapter Three Registered CapitalArticle 4: The Company’s register ed capital is RMB 7.8 million Yuan.Where the Company is to increase or decrease the registered capital, shareholders representing 2/3 or more of the voting rights must approve and adopt the resolution. In increasing the registered capital, the shareholders shall subscribe the additional capital investment, which shall be subject to the relevant regulations on capital contribution for establishment of a limited Company. In reducing the registered capital, the Company shall inform the creditors within 10 days and publish at newspapers within 30 days after the resolution is made. Within 30 days upon receipt of the notice, the creditor who fails to receive the notice, is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through the procedures for registration of change at the Company registration organ if applicable.Chapter Four Names of Shareholders, Forms and Amount of Investment Article 5: The names of shareholders, forms and amount of investment of shareholders are as follows:Lu Ruihong: amount of investment: RMB 1,656,759.64 Yuan, accounting for 21.24% of the registered capital, in the form of money, with the investment fully funded before Aug. 24, 2000.Song Lixian: amount of investment: RMB 6,143,240.36 Yuan, accounting for 78.76% of the registered capital, in the form of money, with the investment fully funded before May 14,2011.Article 6: All shareholders shall be issued Capital Contribution Certificate after the Company was established.Chapter Five Shareholders’ Rights and ObligationsArticle 7: Shareholders’ rights(1) Attending or authorizing representatives to attend board of shareholders and exercising voting power according to their contribution proportions;(2) Being aware of the Company’s operation and financial status;(3) V oting and being voted to be executive directors or supervisors;(4) Acquiring and transferring dividends according to laws, regulations and Articles of Association;(5) Preempting the contributions that other shareholders have transferred;(6) Preempting the newly-added registered capital of the Company according to their contribution proportions;(7) After termination of the Company, acquiring the residual assets of the Company according to laws;(8) Reading the minutes of shareholders’ meeting and financial reports of the Company. Article 8: Shareholders’ obligations:1. Abiding by Articles of Association;2. Paying the capital contributions they subscribed to on time;3. Bearing debts of the Company on the basis of capital contributions they subscribed to;4. Shall not withdraw the capital contribution after the Company is registered.Chapter Six Conditions for Transferring Capital ContributionArticle 9: The shareholders have the right to transfer all or part of the capital contributions to each other.Article 10:Transferring capital contribution of shareholders shall be negotiated by board of shareholders. If it is transferred to non-shareholders, it must be approved by majority of all shareholders. The shareholders inform other shareholders in written form for approval on the equity transfer, and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more than half of the shareholders don’t approve such transfer, they must purchase part of the transferred capital contribution. Otherwise, it is regarded to consent to such transfer.Article 11:The Company should record the name, address and capital contribution of assignee into shareholders list after the shareholder transferred their contribution.Chapter Seven Organizations of the Company and its Formation, their Functions andRules of ProcedureArticle 12: The shareholders’ meeting of the Company shall comprise all the shareholders; it shall be the top authority of the Company and exercise the following authorities:1. Determining the Company’s operation guidelines and investment plans;2. Electing and changing the director and supervisor not assumed by the employee’s representative, and determining the matters concerning his remuneration;3. Deliberating and approving the reports of executive director;4. Deliberating and approving the reports of supervisor;5. Deliberating and approving annual financial budget plans and final account plans of the Company;6. Deliberating and approving profit distribution plans and loss recovery plans of the Company;7. Making resolutions on the increase or decrease of the Company’s registered capital;8. Making resolutions on the issuance of bonds of the Company;9. Making resolutions on the merger, split-up, change of Company form, dissolution and liquidation etc;10. Revising the Articles of Association of the Company.If the shareholders are unanimous on the matters shown above in written form, the shareholders may make a resolution directly without holding the shareholder’s meeting, and all the shareholders shall sign and fix the seal on the resolution.Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions.Article 14: The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their contribution proportion respectively.Article 15: The shareholders’ meetings shall be classi fied into regular meetings and temporary meetings. All shareholders shall be notified 15 days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rights can propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors and the shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties, the supervisor of the Company may convene and preside over such meetings; if the supervisor is unable to perform his duties, the shareholder representing 1/10 or more of the voting rights can propose to hold the shareholders’ meeting at his discretion.Article 17:Shareho lders’ meeting shall make a resolution to the concerned matters, which shall be adopted by the shareholders representing 2/3 or more of the voting rights, while the resolution made at a shareholders’ meeting on increasing or reducing the registered capital, merger, split-up, dissolution or change of the Company form or amending the Articles of Association shall be adopted by the shareholders representing 2/3 or more of the voting rights. The board of shareholders shall make the meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meeting minutes.Article 18:The Company sets one executive director, which shall be elected by the shareholders’ meeting. The executive d irectors’ t erm of office shall be 3 years. The executive director may, after the expiry of his term of office, hold a consecutive term upon re-election. The executive director shall exercise the following authorities:1. Convening shareholders’ meeting and reporting the status on work thereto;2. Carrying out the resolutions made at the shareholders’ meetings;3. Determining the operation plans and investment plans of the Company;4. Working out the annual financial budget plans and final account plans of the Company;5. Working out the profit distribution plans and loss recovery plans of the Company;6. Working out the plans on the increase or decrease of registered capital, and issuance of bonds of the Company;7. Drawing out the plans on merger, split-up, dissolution, change of the Company form, and etc. of the Company;8. Making decisions on the establishment of the internal management departments of the Company;9. Making decisions on nomination and election of manager of the Company, and, according to the nomination of the manager, deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remunerations;10. Drafting the Company’s basic management system;11. Other duties as specified in Articles of Association.Article 19: The Company sets one manager who shall be appointed or dismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the following authorities:1. Taking charge of the management of the production and business operations of the Company;2. Organizing the execution of the Company’s annual operational plans and investment plans;3. Drafting plans on the establishment of the Company’s internal management departments;4. Drafting the Company’s basic management system;5. Formulating the Company’s concrete bylaws;6. Proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance;7. Determining to hire or dismiss the persons-in-charge other than those who shall be decided by the executive director;The manager attends the shareholders’ meetings as a non-voting delegate.Article 20: The Company sets one supervisor who shall be elected by board of shareholders. The term of office of the supervisor shall be three years, and the supervisor may, after the expiry of his term of office, hold a consecutive term upon re-election.Article 21: The supervisor shall exercise the following authorities:1. Checking the financial affairs of the Company;2. Supervising the duty-related acts of executive directors and managing officers who violate any law, regulation, the Articles of Association of the Company;3. Demanding any executive directors and managing officers to make corrections if his act has injured the interests of the Company;4. Proposing to convene the temporary shareholders’ meeting and convening and presiding over the shareholder’s meeting when the executive director fails to convene and preside over the shareholder’s meeting.5. Bringing a lawsuit against the executive directors and managing officers.The supervisor attends the shareholders’ meeting as a non-voting delegate.Article 22: The executive director and managing officers of the Company shall not act as the supervisor at the same time.Chapter Eight Legal Representative of the CompanyArticle 23: The executive director is the legal representative of the Company. The executive director’s t erm of office shall be no more than 3 years. The executive director shall be elected and dismissed by the board of shareholders, and who may, after the expiry of his term of office, hold a consecutive term upon re-election.Article 24: The legal representative shall exercise the following authorities:1.Convening and carrying out the board resolutions, and reporting the status on work toboard of shareholders;2.Carrying out the resolutions made at the shareholders’ meetings and board meetings;3.Signing relevant documents on behalf of the Company;4.Nomination of the manager of the Company, who shall be employed and dismissed by theexecutive director.Chapter Nine Financial and Accounting, Profit Distribution and Labor Servant SystemsArticle 25: The Company shall establish the financial and accounting systems of the Company in accordance with the relevant laws, administrative regulations and provisions enacted by the financial control authorities under the State Council, prepare financial statements at a fiscal year ends, and submit to each shareholder before Mar. 31 on the next year.Article 26: Profit distribution of the Company shall be subject to Company Law and relevant laws and regulations and provisions enacted by the financial control authorities under the State Council.Article 27:Labor and employment system shall be subject to relevant national laws, regulations and provisions enacted by ministry of labor under the State Council.Chapter Ten Causes of Dissolution and Liquidation MethodArticle 28: The operation period of the Company is valid till March 30, 2050.Article 29: The Company should be dissolved in case of any of the following circumstances:1. The term of business operation as stipulated by the Articles of Association expires or any of the matters for dissolution as stipulated in the Articles of Association of the Company appears;2. The shareholders’ meeting decides to dissolve it;3. It is necessary to be dissolved due to merger or split-up of the Company;4. It is ordered to close down by related administrative organs due to the violation of national laws and administrative regulations;5. The Company is unable to operate due to force majeure;6. The Company is declared bankrupt.Article 30: When the Company is dissolved, a liquidation group shall be formed according to Company Law. After liquidation of the Company is completed, the liquidation group shall formulate a liquidation report, wh ich shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Company registration authority for writing off the registration of the Company, then declare the cancellation of theCompany.Chapter Eleven Other Matters to be Stipulated Shareholder Considers NecessaryArticle 31: The Company may amend the Articles of Association based on demand or matters concerned the registration alteration, the amended articles of association shall not be in contradiction with the laws and regulations, the amendment to the articles of association shall be adopted by all shareholders of the Company by voting. The amended articles of association shall be submitted to former Company registration authority and make relevant alteration registration for registration authority, if any.Article 32: The articles of association shall be interpreted by board of shareholders.Article 33:Registered particulars of the Company shall be subject to confirmation of Company registration authority.Article 34: This Article of Association is established by all investors and shall become effective since the date of establishment of the Company.Article 35: This Article of Association is made in four origin copies, each shareholder keeps one, the Company keeps one, and one for Company registration authority.Signatures of all shareholders:Date。

公司章程英语怎么说公司章程英语怎么说公司章程articles of association; articles of corporation; articles of incorporation; corporation by-laws公司章程中英例句合营公司章程和修改;Amending the Articles of Association of the joint venture company;制定和修改公司章程。

Prepare and modify the Company s articles of association.公司可以在其公司章程中对股东行使权利和履行义务的特殊事宜，作出具体规定。

Companies may make specific stipulations in the company constitution concerning stockholders rights and duties.在英格兰，公司章程是股东和公司之间的契约。

In England, the constitution is a contract between members and the company.公司章程和董事会授予的其他职权。

Other powers prescribed by the articles of association or delegated by the board.第一种形式类似于要求所有公司章程都是亲股东的`。

The first type is like requiring all company charters to be pro-shareholder.能提供公司章程和董事会决议吗?Can you provide the Charter of your company and the agreement of board of director?根据公司章程的规定，公司可以减少其注册资本。

……公司章程ARTICLES OF ASSOCIATIONof……CO., LIMITED……公司章程ARTICLES OF ASSOCIATION OF ……CO., LIMITED 根据《中华人民共和国公司法》（以下简称《公司法》）及其他有关法律、行政法规的规定，特制定本章程。

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.第一章公司名称和住所CHAPTER 1 The Name and Domicile of the Company第一条公司名称：Article 1The name of the Company is第二条公司住所：Article 2The domicile of the Company is第二章公司经营范围CHAPTER 2 Business Scope of the Company第三条公司经营范围：Article 3The business scope of the Company is (subject to approval in business license and the Administration for Industry and Commerce ) --------第三章公司注册资本CHAPTER 3 The Registered Capital of the Company第四条公司注册资本：人民币---万元。

公司增加、减少及转让注册资本，由股东做出决定。

公司减少注册资本，还应当自做出决定之日起十日内通知债权人，并于三十日内在报纸上至少公告一次，减资后的注册资本不得低于法律规定的最低限额。

ARTICLES OF ASSOCIATION章程OF之CO., LTD.有限公司Date:【】, 2011日期：2011年【】月【】日At【】地点：【】CHAPTER.I第一章GENERAL PRINCIPLES总则Article.1第 1 条These Articles of Association of Co., Ltd. (hereinafter called the “Company”) are incorporated in accordance with the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Implementation thereof, and other pertinent rules and regulations of the People's Republic of China (hereinafter called "PRC').根据《中华人民共和国外资企业法》及其实施细则，以及中华人民共和国（以下简称“中国”）其它相关法律法规，制订有限公司（以下简称“公司”）《章程》。

Article.2第 2 条公司的中文名称为【】有限公司，英文名称为【】。

2.2T he legal address of the Company is 【】, zip code【】.公司的法定地址为中国北京市【】，邮政编码：【】。

Article.3第 3 条5.1The Company is incorporated in accordance with the "Law of the People's Republic ofChina on Wholly Foreign-Owned Enterprises" and its detailed implementation rules, and other relevant rules and regulations of the PRC.公司依照《中华人民共和国外资企业法》及其实施细则，以及中国其它相关法规和规章成立。