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公司章程英文版Articles of AssociationOfChongqing, ChinaDate: [ ], 2005Table of ContentsArticle 1 - Name of Company. 3Article 2 - Name of Investor 3Article 3- The Company. 3Article 4- Purpose and Scope of Business of the Company. 4Article 5- Total Amount of Investment and Registered Capital 5Article 6- Encumbrance of Investment 6Article 7- Board of Directors. 6Article 8- Management Organisation. 9Article 9- Labour Management 11Article 10 -Trade Union. 13Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13Article 12 -Bank Accounts and Foreign Exchange. 14Article 13 -Term (15)Article 14 -Early Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article 17 - Rules and Regulations. 18Article 18 -Miscellaneous. 19The present articles are hereby formulated by .(hereinafter referred to as the “Investor”) in accordance with the Law of the People’s Republic of China (“PRC”) on Wholly Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in Chongqing, PRC.Article 1 - Name of CompanyName of the Company in English:Name of the Company in Chinese:Legal Address:Legal Representative:Position: Nationality:Article 2 - Name of InvestorName of the Investor in English: .Legal Address:Legal Representative:Position:Nationality:Article 3 - The Company3.1 Legal PersonThe Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Company shall comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC. The liability of the Investor for the losses, risks, liabilities and any other obligations whatsoever of the Company shall be limited to the registered capital of the Company.3.3 Date of EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business License.3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein(“Examination and Approval Authority”).Article 4 - Purpose and Scope of Business of the Company4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in Chongqing and other cities in China by adopting advanced and appropriate technologies and scientific management methods and to bring satisfactory economic benefits to the investor.4.2 Business Scope(The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.)Article 5 - Total Amount of Investment and Registered Capital5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 Contribution to Registered CapitalInvestor’s contribution to the registered capital of the Company shall be in cash. The registered capital of the Company shall be paid by the Investor in instalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date of Establishment. The balance of the registered capital shall be fully paid with three (3) years after the Date of Establishment according to relevant Chinese laws and regulations.5.4 Investment CertificatesThe Company shall retain at its expense a certified public accountant registered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis of such report.5.5 Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of the Company may, pursuant to the decision of the Board in accordance with the business needs of the Company, be raised by the Company through loans from domestic and/or foreign financial institutions.5.6 Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authority for approval. Upon receipt of such approval, the Company shall register the changes in the registered capital and/or total amount of investment with the original department of administration of industry and commerce.Article 6 - Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanimous approval of the Board of Directors and the carrying out procedure to change registration with the original registration body.Article 7 - Board of Directors7.1 Formation of Board(a) The date of issuance of the Company’s Business License shall be the date of the establishment of the Board of Directors (“Board”).(b) The Board of Directors shall be composed of three (3) Directors who shall be all appointed by the Investor. The Directors shall each have a term of office of four (4) years, and each shall be eligible for consecutive terms of office upon reappointment by the Investor. Any vacancy created in the Board of Directors shall be immediately filled by the Investor. The Investor may at any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the remainder of the removed Director’sterm. The Investor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legal representative of the Company and shall have the power to represent and act on behalf of the Company. Whenever the chairman is unable or fails to discharge his duties, the Director having served the longest on the Board shall represent the Company and perform the chairman’s duties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Company and shall have the right to make decisions on all matters of the Company.(b) Resolutions involving the following matters shall be adopted only by the unanimous affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) amendment of the Articles of Association;(ii) increase or assignment of registered capital or the total amount of investment;(iii) merger of the Company with any other economic organisation; and(iv) termination, dissolution or liquidation of the Company, or filing for debtor relief or other related protection by or on behalf of the Company under the Chinese bankruptcy laws or analogous laws or regulations.(c) Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) issuance of any guarantees for the payment obligations of any person or entity or the making of any other financing arrangements, the amount of which is more than RMB 1 million;(ii) mortgage, pledge or granting of a security interest or other types of liens in any building, office space or other fixed assets or capital equipment of the Company, the amount of which is more than RMB 1 million;(iii) loan and/or borrowing, the amount of which is more than RMB 1 million;(iv) rental agreements, the amount of which is more than RMB 1 million;(v) investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB 1 million;(vi) addition of items to or change of the scope of business of the Company;(vii) establishment of branch offices and/or subsidiaries;(viii) change of the legal address of the Company;(ix) distribution and payment of the Company’s profits;(x) appointment, suspension and dismissal of the general manager, deputy general manager and chief financial officer, as well as each of their scope of authority;(xi) approval of remuneration and benefits of the general manager, deputy general manager and chief financial officer under Article 8.1(b);(xii) approval of equity investment with the amount more than RMB 1 million by the Company ;(xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the enterprise expansion fund to be established under PRC law;(xiv) approval of the annual business plan and annual budget of the Company;(xv) approval of the annual auditing report of the Company; and(xvi) other matters the Board considers subject to its approval.7.3 Meetings(a) The first Board meeting shall be held within sixty (60) days from the date of the issuance of the Business License.(b) The Board shall meet at least once a year. Board meetings shall be held at the legal address of the Company unless otherwise determined by the Board of Directors. Two-thirds of all of the Directors shall constitute a quorum for any Board meeting. If at any properly convened meeting, no quorum is present, then the Board shall reconvene at the same time and place one week later unless otherwise notified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings and shall be responsible for convening and presiding over such meetings.(d) The chairman of the Board shall call an interim meeting of the Board under a request therefor from no fewer than one Director specifying the matters to be discussed, and shall notify all Directors in writing the agenda and subject of the meeting.(e) The chairman of the Board shall send written notice to all Directors at least fourteen (14) days prior to any regular, seven (7) days in the case of an interim meeting to be held, stating the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all Directors prior or at the meeting in person, by telephone or by proxy. If notice is not waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and no more than twenty eight (28) days from the date of issuance of the notice in the case of a regular meeting, and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting.(f) Should a Director be unable to attend a Board meeting for any reason, he may appoint a proxy in writing by mail or facsimile or hand-delivery to be present and to vote at the meeting on his behalf. Aproxy may represent one or more Directors. A proxy shall have the same rights and powers as the Director who appointed him.(g) Board resolutions may also be passed through a written circular vote via mail or facsimile exchange. Such written resolutions shall be filed with the minutes of the Board and shall have the same force and effect as a vote taken by the Directors physically present at a meeting.(h) Board meetings may also be held by telephone or other electronic audio means such that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall constitute presence of such Director or his proxy in person at a meeting.(i) Directors shall serve as Directors without remuneration unless otherwise approved by the Board. All reasonable costs, including round-trip airplane tickets and reasonable accommodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company. Remuneration and other expenses of each Director unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a manager or staff employee in the Company, he shall be compensated by the Company according to that position.(j) Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. The duties of the secretary shall include taking minutes of the meeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Company’s head office.Article 8 - Management Organization8.1 Management Organisation(a) The Board of Directors of the Company shall establish a management organisation, which shall be responsible to and under the leadership of the Board and in charge of the day-to-day operation and management of the Company. Unless otherwise decided by the Board, the operation and management organisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the “Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be approved by a majority affirmative vote of the Directors present at a meeting of the Board in person, bytelephone or by proxy.(c) The term of office for the Senior Corporate Officers shall be four years, which terms may be renewed.(d) If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is removed from office by the Board of Directors, the Board shall appoint a replacement.(e) The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding any employment or service contract between the Company and such Senior Corporate Officer but without prejudice to the Senior Corporate Officer’s compensation for termination (if any).(f) The chairman of the Board of Directors and other Directors may concurrently serve as a Senior Corporate Officer as well as any other officer of the Company.8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision to determine, qualify, and change in any way the power, responsibility and authority of the Senior Corporate Officers. The Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition.(b) Subject to any qualifications and limitations as may be set by the Board from time to time, the general manager shall be responsible for the daily management and operation of the Company; the deputy general manager shall, under the leadership of the general manager, assist the general manager in the daily management and operation of the Company; and the chief financial officer shall, under the leadership of the general manager, be responsible for the financial and accounting matters of the Company.(c) The general manager shall prepare the annual business plan and budget for each year for Board approval. Unless the Board shall decide otherwise, the general manager shall submit each year’s business plan and budget to the Board for approval no later than two months prior to the commencement of the fiscal year.8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, any other person, company, unit, entity or organisation or participate in any activities conducted by such person, company, entity, unit or organisation which may, directly or indirectly, conflict or compete with the interest or business of the Company or the Investor Group in China, and for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidiaries, its holding companies, and subsidiaries of its holding companies.(b) All other management personnel of the Company shall be forbidden from concurrently serving for or working at any other company, unit, entity or organisation whatsoever unless authorized by the general manager and approved or ratified by the Board. Any personnel in violation of such prohibition shall be subject to immediate dismissal by the general manager unless the Board shall decide otherwise.8.4 DismissalAny Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in connection with the Company’s business, acts in violation of an y Board decisions or laws, acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause shall be dismissed by the Board of Directors without any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. Any other management personnel who engage in such improper activities shall be immediately dismissed by the general manager.Article 9 - Labour Management9.1 Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreign investment enterprises and shall have complete authority over the hiring and dismissal of its employees. The recruitment, employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insurance, welfare benefits and other matters shall be handled in accordance with the relevant PRC laws.9.2 Labour ContractThe Company shall conclude individual employment contracts with staff and workers directly. The Company shall file such contracts with the Labour Department for the record.9.3 Labour PlanThe labour plan, including the number of employees of the Company and the job descriptions, shall be prepared and determined by the general manager. The employees of the Company shall be required to strictly observe the rules and regulations of the Company. The Company shall recruit and employ only such number of employees as is necessary for its operations. Increase or decrease in the total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require the approval of the general manager.9.4 Labour and Personnel Policies(a) Matters such as employment, dismissal, resignation, wages, insurance, welfare benefits, reward and discipline of staff and workers of the Company as well as title to and the right to apply for copyright protection, patent protection and other rights regarding inventions and works of authorship in the course of employment shall be set by decision of the Board and stipulated in the labour and personnel policies of the Company and the labour contracts between the Company and the employees.(b) The initial labour and personnel policies of the Company shall be prepared by the general manager for approval by the Board. These policies shall be consistent with applicable laws and regulations of China.(c) The general manager shall implement hiring policies whereby all PRC employees of the Company shallbe selected on the basis of examination and shall have the most competitive merits and qualifications. In this regard, upon the receipt of necessary approvals, the Company may hire qualified personnel from any where within China and, if necessary, from foreign countries.(d) The Company shall sign non-competition and confidentiality agreements with its employees in accordance with the principles herein.9.5 Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to the degree of seriousness of the case, give warnings, record demerits, deduct wages, dismiss or otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contract or the rules, regulations or labour discipline of the Company or applicable law.Article 10 - Trade UnionThe staff and workers of the Company may establish a trade union in accordance with the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and the Trade Union Law of the PRC. Activities of the trade union shall be conducted after normal working hours, shall not interfere with the normal operations of the Company and shall conform with the relevant regulations. If a trade union is established by the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wages received by the employees of the Company into the Company’s trade union fund for such trade union’s use in accordance with applicable laws of the PRC on the management of trade union funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits11.1 Taxes(a) The Company shall pay taxes in accordance with relevant PRC laws and regulations. The Company shall apply for all preferential tax and customs treatment available under the PRC law.(b) The Company shall apply for all reductions of or exemptions from relevant taxes, duties and other levies which are now available or will become available for such wholly foreign owned enterprises such as the Company or for the Investor under any laws and regulations of the PRC.11.2 Finances(a) The financial and accounting affairs of the Company shall be handled consistently with the financialand accounting affairs of the Investor Group to the extent not inconsistent with the Foreign Investment Enterprise Accounting System of the PRC and Financial Administration Rules of Foreign Investment Enterprises of the PRC, which are formulated by the Ministry of Finance of the PRC. The Company shall pay all taxation according to relevant laws and regulations of the PRC.(b) The fiscal year of the Company shall start on January 1 of each calendar year and end on December31 of the same year. The last fiscal year of the Company shall start on January 1 of the year of termination or expiration and end on the date of termination or expiration of the Company.(c) The Company shall adopt the internationally recognized accrual basis and debit and credit accounting system. All accounting records, vouchers, books and statements of the Company shall be prepared and kept both in Chinese and, if necessary, Korean as well. The Company shall use Renminbi as the base bookkeeping currencies for its financial statements. The annual, quarterly and monthly reports shall be approved and jointly signed by the general manager and the chief financial officer and shall be prepared and kept in both Chinese and Korean. The chief financial officer shall be responsible for formulating the accounting and administrative measures regarding the Company’s financial affairs, which shall be submitted to the Board for approval.11.3 AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the Board to examine and verify the accounts and books of the Company within three (3) months following the end of each fiscal year. The annual audit report issued by such firm shall be submitted to the Board. The Company shall make available all of its accounting books and records to such auditor and provide convenience for the auditing.11.4 Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to be allocated into the Company’s reserve fund, enterprise expansion fund, and the employee bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and prescription of any limit for the aforesaid funds to be paid out of the after-tax net profits shall be determined by the Board in light of the business and financial conditions of the Company.11.5 Distribution of Profits(a) The Board of Directors may distribute the profits of the Company as and when they deem appropriate.(b) If the Company carries any loss from any previous year, the profits of the current year shall first be used to cover such loss. No profits shall be distributed or re-invested unless and until all deficits from any previous years is fully made up. Any distributable profits retained by the Company and carried over from any previous years that are not re-invested may be distributed together with the distributable profits of the current year.Article 12 - Bank Accounts and Foreign Exchange12.1 AccountsThe Company shall open Renminbi deposit accounts and foreign exchange deposit accounts with financial institutions in China. The Company may also open foreign exchange deposit accounts with foreign financial institutions in foreign countries as designated by the Board of Directors upon approval by the Examination and Approval Authority, if required.12.2 Foreign Exchange(a) The Company shall handle its foreign exchange matters in accordance with applicable PRC foreign exchange laws and regulations.(b) In order to balance the foreign exchange needs of the Company, the Company may adopt any measure and engage in any activity permitted under Chinese law.(c) The Company shall use its foreign exchange according to the following priority unless otherwise determined by the Board of Directors:(i) Payment of compensation to the Company’s expatriate staff;(ii) Payment for materials, equipment, and services the Company imports from abroad;(iii) Payment for any administrative expenses the Company incurs which require foreign exchange payment; (iv) Payment of loan principal and interest and related obligations requiring foreign exchange payment; (v) Payment of profit and dividends to the Investor; and(vi) Payment to the Investor of proceeds from liquidation of assets pursuant to the provisions of Article 15.1.12.3 Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures and income.Article 13 - Term13.1 TermThe duration of the Company shall commence on the date of the issuance of the Company’s Business License and continue for a period of thirty (30) years, unless earlier terminated or further extended as provided herein (“Term”).13.2 ExtensionAfter having been unanimously approved by the Board of Directors or as directed by the Investor, a written application for the extension of duration of the Term of the Company shall be filed to the Examination and Approval Authority six (6) months prior to the expiration date of the Term of the Company.Article 14 - Early Termination14.1 Events of TerminationUpon the occurrence of any of the following events, the Company shall be terminated or reorganized accordingly:(a) The Term of the Company expires and is not extended.(b) The Company has sustained heavy losses for five (5) consecutive years and the Company is unable to achieve its business goals according to the Investor’s discretion.(c) The total or partial operation of the Company is prevented by any unforeseeable and unavoidable event or circumstances beyond the control of the Company including but not limited to, fire, storm, typhoon, flood, earthquake, explosion, war and serious strikes or work strikes or work stoppages for more than six (6) months.(d) Bankruptcy of the Company.(e) The Company is ordered to close in accordance with PRC laws, because of serious violations of PRC laws and regulations and damages to the public interest.(f) The Investor decides to terminate the Company before the expiry of the Term.(g) Other causes for termination stipulated herein.14.2 Examining and Approval AuthorityUnder any of the circumstances stipulated as items (b), (c), (d) and (f) of Article 14.1, the Company shall submit an application to the Examination and Approving Authority for approval to terminate the Company. The。

公司章程英文本1Articles of AssociationOfChongqing, ChinaDate: [ ],资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。

Table of ContentsArticle 1 - Name of Company (3)Article 2 - Name of Investor (3)Article 3- The Company (3)Article 4- Purpose and Scope of Business of the Company (5)Article 5- Total Amount of Investment and Registered Capital (5)Article 6- Encumbrance of Investment (7)Article 7- Board of Directors (7)Article 8- Management Organisation (15)Article 9- Labour Management (18)Article 10 -Trade Union (21)Article 11 - Taxes, Finance, Audit and Distribution of Profits (21)Article 12 -Bank Accounts and Foreign Exchange (24)Article 13 -Term (26)Article 14 -Early Termination (27)Article 15 -Liquidation (29)Article 16 - Insurance (32)Article 17 - Rules and Regulations (32)Article 18 -Miscellaneous (33)The prese nt articles are hereby formulated by . (here in after referred to as the ” Investor ” ) imscowrthathe Law of the People s Republic of China ( ” PRC ) on Wholly Fore-gOwned Enterprises and other applicable Chin ese laws and regulati ons, for the establishme nt of the wholly foreign- owned enterprise (the ”Company” ) in Chongqing, PRC.Article 1 - Name of Compa ny2Name of the Compa ny in En glish:Name of the Compa ny in Chin ese:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 2 - Name of Inv estorName of the Inv estor in En glish:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 3 - The Compa ny3.1 Legal PersonThe Compa ny shall be a legal pers on un der the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Compa ny shall comply with applicable PRC laws and regulati ons.3.2 Limited Liability Compa nyThe Company shall be a limited liability company under the laws of the PRC.The liability of the Inv estor for the losses, risks, liabilities and any other obligati ons whatsoever of the Compa ny shall be limited to the registered capital of the3Compa ny.3.3 Date of Establishme ntThe date of the establishme nt of the Compa ny shall be the date on which the Compa ny is issued its Busin ess Lice nse.3.4 Bran chesThe Compa ny may establish branch offices and subsidiaries any where in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreig n Trade and Econo mic Commissio n or its successor and any othergover nmen tal age ncies whose approval may be required by law with respect to the matters herein ( ” Exam in ati onand Approval Authority ” ).Article 4 - Purpose and Scope of Bus in ess of the Compa ny4.1 PurposeThe purpose of the Compa ny shall be to stre ngthe n econo mic cooperatio nand tech ni cal excha nge, to improve and promote retail services in Chongqing and other cities in China by adopting adva need and appropriate tech no logies and scie ntific man ageme nt methods and to bring satisfactory econo mic ben efits to the inv estor.44.2 Busin ess Scope(The bus in ess scope men tio ned above shall be subject to the approval of the related in dustrial and commercial authority.)Article 5 - Total Amount of Inv estme nt and Registered Capital5.1 Total Amount of Inv estme ntThe total amount of inv estme nt of the Compa ny shall be.5.2 Registered CapitalThe registered capital of the Compa ny shall be .5.3 Con tributi on to Registered CapitalInvestor ' s contribution to the registered capital of the Company shallbe in cash. The registered capital of the Compa ny shall be paid by the Investor in instalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) mon ths after the Date ofEstablishme nt. The bala nce of the registered capital shall be fully paid withthree (3) years after the Date of Establishme nt accord ing to releva nt Chin ese laws and regulatio ns.5.4 Inv estme nt Certificates5The Compa ny shall retain at its expe nse a certified public acco untantregistered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investmentcertificate to the Investor evidencing the contribution by the Investor on the basis of such report.5.5 Differen ces betwee n Total Amount of Inv estme nt and Registered CapitalThe differe nce betwee n the total amount of inv estme nt and registered capital of the Compa ny may, pursua nt to the decisi on of the Board in accorda ncewith the bus in ess n eeds of the Compa ny, be raised by the Compa ny through loa ns from domestic an d/or foreig n finan cialin stituti ons.5.6 Changes of Registered Capital and Total Amount of Inv estme ntAny cha nges in the registered capital an d/or total amount ofinv estme nt in the Compa ny shall be approved by a unanim ous vote ofall of the Board of Directors prese nt in pers on, by telepho ne or by proxy at aduly convened meeti ng of the Board and submitted, if required by law, to theExam in ati on and Approval Authority for approval. Upon receipt of suchapproval, the Compa ny shall register the changes in the registered capitaland/or total amount of inv estme nt with the origi nal departme nt of administratio n of in dustry and commerce.Article 6 - En cumbra nee of Inv estme nt6The Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanim ous approval of the Board of Directors and the carrying out procedure to change registration with the original registrati on body.Article 7 - Board of Directors7.1 Formati on of Board(a) The date of issua nee of the Compa ny ' s Busin ess Lice nse shallbe the date of the establishme nt of the Board of Directors(” Board ” ).(b) The Board of Directors shall be composed of three (3)Directors who shall be all appo in ted by the Inv estor. TheDirectors shall each have a term of office of four (4) years, and each shallbe eligible for con secutive terms of office upon reappo in tme nt by the Investor. Any vaca ncy created in the Board of Directors shall be immediatelyfilled by the Inv estor.The Inv estor may at any time remove with or without cause any Directorand appo int in lieu thereof any other pers on to serve the remainder of theremoved Director ' s term. TheInvestor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairma n of the Board shall be thelegal represe ntative of the Compa ny and shall have the power to represe7nt and act on behalf of the Compa ny. When ever the chairman is unableor fails to discharge his duties, the Director hav ing served the Ion gest onthe Board shall represe nt the Company and perform the chairman 'sduties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Compa ny andshall have the right to make decisi ons on all matters of the Compa ny.8资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。

Memorandum of Association公司章程核心提示：MEMORANDUM OF ASSOCIATION OF BBB THE COMPANIES ACTS _________(YEAR) TO _________(YEAR) PRIVATE COMPANY LIMITED BY SHARES As amended by Special Resolution passed on _________,_________,_________(M,D,Y) 1. The Company's name is AAA. 2. The Company's rMEMORANDUM OF ASSOCIATIONOFBBBTHE COMPANIES ACTS _________(YEAR) TO _________(YEAR)PRIVATE COMPANY LIMITED BY SHARESAs amended by Special Resolution passed on _________,_________,_________(M,D,Y)1. The Company's name is "AAA".2. The Company's registered office is to be situated in England and Wales.3. (i) The object of the Company is to carry on business as a general commercialcompany.(ii) Without prejudice to the generality of the object and the powers of the Company derived from Section 3A of the Act the Company has power to do all or any of the following things:-(a) To purchase or by any other means acquire and take options over any propertywhatever, and any rights or privileges of any kind over or in respect of any property.(b) To apply for, register, purchase, or by other means acquire and protect,prolong and renew, whether in the United Kingdom or elsewhere any patents, patent rights, brevets d'invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.(c) To acquire or undertake the whole or any part of the business, goodwill,and assets of any person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm, or company, or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired,any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.(d) To improve, manage, construct, repair, develop, exchange, let on lease orotherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.(e) To invest and deal with the moneys of the Company not immediately requiredin such manner as may from time to time be determined and to hold or otherwise deal with any investments made.(f) To lend and advance money or give credit on any terms and with or withoutsecurity to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid).(g) To borrow and raise money in any manner and to secure the repayment of anymoney borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company's property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.(h) To draw, make, accept, endorse, discount, negotiate, execute and issuecheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.(i) To apply for, promote, and obtain any Act of Parliament, order, or licenceof the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests.(j) To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges orconcessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.(k) To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.(l) To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies.(m) To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.(n) To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.(o) To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub- contracts.(p) To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment to him or them of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.(q) To distribute among the Members of the Company in kind any property of the Company of whatever nature.(r) To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Company.(s) To support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its Directors or employees, or may be connected with any town or place where the Company carries on business; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been Directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependents of such persons; to make payments towards insurance including insurance for any Director, officer or Auditor against any liability as is referred to in Section 310(1) of the Act; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependents; and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of any of the employees of the Company or of any such subsidiary, holding or fellowsubsidiary company and to lend money to any such employees or to trusteeson their behalf to enable any such purchase schemes to be established ormaintained.(t) Subject to and in accordance with a due compliance with the provisions of Sections 155 to 158 (inclusive) of the Act ( if and so far as such provisionsshall be applicable), to give, whether directly or indirectly, any kindof financial assistance (as defined in Section 152(1)(a) of the Act) forany such purpose as is specified in Section 151(1) and/or Section 151(2)of the Act.(u) To procure the Company to be registered or recognised in any part of the world.(v) To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by orthrough agents, brokers, sub-contractors or otherwise and either aloneor in conjunction with others.(w) To do all such other things as may be deemed incidental or conducive to the attainment of the Company's object or of any of the powers given toit by the Act or by this Clause.AND so that:(a) None of the provisions set forth in any sub-clause of this Clause shall berestrictively construed but the widest interpretation shall be given to each such provision, and none of such provisions shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other provision set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause, or by reference to or inference from the name of the Company.(b) The word "Company" in this Clause, except where used in reference to the Company,shall be deemed to include any partnership or other body of persons, whetherincorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.(c) In this Clause the expression "the Act" means the Companies Act_________(YEAR), but so that any reference in this Clause to any provisionof the Act shall be deemed to include a reference to any statutorymodification or re- enactment of that provision for the time being inforce.4. The liability of the Members is limited.5. The Company's share capital is (Pounds)_________ divided into _________ sharesof (Pounds)_________ each.We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum; and we agree to take the number of shares shown opposite our respective names.NAME AND ADDRESSES OF SUBSCRIBERS NUMBER OF SHARES TAKEN BY EACHSUBSCRIBERAddress: _________ _________Address: _________ _________Total shares taken _________Dated the day of _________Witness to the above Signatures:Address: _________Its:_________THE COMPANIES ACTS _________(YEAR) TO _________(YEAR)PRIVATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATION OFBBBAs amended by Special Resolution passed on _________,_________,_________(M,D,Y) PRELIMINARY1. (a) The Regulations contained in Table A in the Schedule to the Companies (TablesA to F) Regulations _________(YEAR) (SI _________(YEAR) No _________) as amendedby the Companies (Tables A to F) (Amendment) Regulations _________(YEAR) (SI _________(YEAR) No _________) (such Table being hereinafter called "Table A") shall apply to the Company save in so far as they are excluded or varied herebyand such Regulations (save as so excluded or varied) and the Articles hereinafter contained shall be the regulations of the Company.(b) In these Articles the expression "the Act" means the Companies Act _________(YEAR), but so that any reference in these Articles to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.ALLOTMENT OF SHARES2. (a) Shares which are comprised in the authorised share capital with which theCompany is incorporated shall be under the control of the Directors who may (subject to Section 80 of the Act and to paragraph (d) below) allot, grant options over or otherwise dispose of the same, to such persons, on such terms and in such manner as they think fit.(b) All shares which are not comprised in the authorised share capital with which the Company is incorporated and which the Directors propose to issue shall first be offered to the Members in proportion as nearly as may be to the number the existing shares held by them respectively unless the Company in General Meeting shall by Special Resolution otherwise direct. The offer shall be made by notice specifying the number of shares offered, and limiting a period (not being less than fourteen days) within which the offer, if not accepted, will be deemed to be declined. After the expiration of that period, those shares so deemed to be declined shall be offered in the proportion aforesaid to the persons who have, within the said period, accepted all the shares offered to them; such further offer shall be made in like terms in the same manner and limited by a like period as the original offer. Any shares not accepted pursuant to such offer or further offer as aforesaid or not capable of being offered as aforesaid except by way of fractions and any shares released from the provisions of this Article by any such Special Resolution as aforesaid shall be under the control of the Directors, who may allot, grant options over or otherwise dispose of the same to such persons, on such terms, and in such manner as they think fit, provided that, in the case of shares not accepted as aforesaid, such shares shall not be disposed of on terms which are more favourable to the subscribers therefor than the terms on which they were offered to the Members. The foregoing provisions of this paragraph (b) shall have effect subject to Section 80 of the Act.(c) In accordance with Section 91(1) of the Act Sections 89(1) and 90(1) to (6) (inclusive) of the Act shall not apply to the Company.(d) The Directors are generally and unconditionally authorised for the purposes of Section 80 of the Act, to exercise any power of the Company to allot and grant rights to subscribe for or convert securities into shares of the Company up to the amount of the authorised share capital with which the Company is incorporated at any time or times during the period of five years from the date of incorporation and the Directors may, after that period, allot any shares or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the Company within that period. The authority hereby given may at any time (subject to the said Section 80) be renewed, revoked or varied by Ordinary Resolution of the Company in General Meeting.SHARES3. The lien conferred by Clause 8 in Table A shall attach also to fully paid- upshares, and the Company shall also have a first and paramount lien on all shares, whether fully paid or not, standing registered in the name of any person indebted or under liability to the Company, whether he shall be the sole registered holder thereof or shall be one of two or more joint holders, for all moneys presently payable by him or his estate to the Company. Clause 8 in Table A shall be modified accordingly.4. The liability of any Member in default in respect of a call shall be increasedby the addition at the end of the first sentence of Clause 18 in Table A of the words "and all expenses that may have been incurred by the Company by reason of such non-payment".GENERAL MEETINGS AND RESOLUTIONS5. (a) Every notice convening a General Meeting shall comply with the provisionsof Section 372(3) of the Act as to giving information to Members in regard to their right to appoint proxies; and notices of and other communications relating to any General Meeting which any Member is entitled to receive shall be sent to the Directors and to the Auditors for the time being of the Company.(b)No business shall be transacted at any General Meeting unless a quorum is present. Subject to paragraph (c) below two persons entitled to vote upon the business to be transacted, each being a Member or a proxy for a Member or a duly authorised representative of a corporation, shall be a quorum.(c)If and for so long as the Company has only one Member, that Member present in person or by proxy or if that Member is a corporation by a duly authorised representative shall be a quorum.(d)If a quorum is not present within half an hour from the time appointed for a General Meeting the General Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine; and if at the adjourned General Meeting a quorum is not present within half an hour from the time appointed therefor such adjourned General Meeting shall be dissolved.(e)Clauses 40 and 41 in Table A shall not apply to the Company.6. (a) If and for so long as the Company has only one Member and that Member takesany decision which is required to be taken in General Meeting or by means ofa written resolution, that decision shall be as valid and effectual as if agreedby the Company in General Meeting save that this paragraph shall not apply to resolutions passed pursuant to sections 303 and 391 of the Act.(b) Any decision taken by a sole Member pursuant to paragraph (a) above shall be recorded in writing and delivered by that Member to the Company for entry in the Company's Minute Book.APPOINTMENT OF DIRECTORS7. (a) Clause 64 in Table A shall not apply to the Company.(b) The maximum number and minimum number respectively of the Directors may be determined from time to time by Ordinary Resolution in General Meeting of the Company. Subject to and in default of any such determination there shall be no maximum number of Directors and the minimum number of Directors shall be one. Whensoever the minimum number of Directors shall be one, a sole Director shall have authority to exerciseall the powers and discretions by Table A and by these Articles expressed to be vested in the Directors generally, and Clause 89 in Table A shall be modified accordingly.(c) The Directors shall not be required to retire by rotation and Clauses 73 to 80 (inclusive) in Table A shall not apply to the Company.(d) No person shall be appointed a Director at any General Meeting unless either:(i) he is recommended by the Directors; or(ii) not less than fourteen nor more than thirty-five clear days before the date appointed for the General Meeting, notice signed by a Memberqualified to vote at the General Meeting has been given to the Companyof the intention to propose that person for appointment, together withnotice signed by that person of his willingness to be appointed.(e) Subject to paragraph (d) above, the Company may by Ordinary Resolution in General Meeting appoint any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director.(f) The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number determined in accordance with paragraph (b) above as the maximum number of Directors and for the time being in force.(g) In any case where as the result of the death of a sole Member of the Company the Company has no Members and no Directors the personal representatives of such deceased member shall have the right by notice in writing to appoint a person to be a Director of the Company and such appointment shall be as effective as if made by the Company in General Meeting pursuant to paragraph (e) of this Article.BORROWING POWERS8. The Directors may exercise all the powers of the Company to borrow money withoutlimit as to amount and upon such terms and in such manner as they think fit, and subject (in the case of any security convertible into shares) to Section80 of the Act to grant any mortgage, charge or standard security over itsundertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.ALTERNATE DIRECTORS9. (a) An alternate Director shall not be entitled as such to receive any remunerationfrom the Company, save that he may be paid by the Company such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, and the first sentence of Clause 66 in Table A shall be modified accordingly.(b) A Director, or any such other person as is mentioned in Clause 65 in Table A, may act as an alternate Director to represent more than one Director, and an alternate Director shall be entitled at any meeting of the Directors or of any committee of the Directors to one vote for every Director whom he represents in addition to his own vote (if any) as a Director, but he shall count as only one for the purpose of determining whether a quorum is present.GRATUITIES AND PENSIONS10. (a) The Directors may exercise the powers of the Company conferred by Clause3(ii)(s) of the Memorandum of Association of the Company and shall be entitled to retain any benefits received by them or any of them by reason of the exercise of any such powers.(b) Clause 87 in Table A shall not apply to the Company.PROCEEDINGS OF DIRECTORS11. (a) A Director may vote, at any meeting of the Directors or of any committeeof the Directors, on any resolution, notwithstanding that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution as aforesaid his vote shall be counted; and in relation to any such resolution as aforesaidhe shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the meeting.(b) Clauses 94 to 97 (inclusive) in Table A shall not apply to the Company.THE SEAL12. (a) If the Company has a seal it shall only be used with the authority of theDirectors or of a committee of Directors. The Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Director and by the Secretary or second Director. The obligation under Clause 6 of Table A relating to the sealing of share certificates shall apply only if the Company has a seal. Clause 101 of Table A shall not apply to the Company.(b) The Company may exercise the powers conferred by Section 39 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.INDEMNITY13. (a) Every Director or other officer or Auditor of the Company shall be indemnifiedout of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, or in connection with any application under Section 144 or Section 727 of the Act in which relief is granted to him by the Court, and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto.But this Article shall only have effect in so far as its provisions are not avoided by Section 310 of the Act.(b) The Directors shall have power to purchase and maintain for any Director, officer or Auditor of the Company insurance against any such liability as is referred to in Section 310(1) of the Act.(c) Clause 118 in Table A shall not apply to the Company.TRANSFER OF SHARES14. The Directors may, in their absolute discretion and without assigning any reasontherefor, decline to register the transfer of a share, whether or not it isa fully paid share, and the first sentence of Clause 24 in Table A shall notapply to the Company.NAMES AND ADDRESSES OF SUBSCRIBERS1. CCCAddress: _________2. DDDAddress: _________Dated this _________ day of _________Witness to the above signaturesAddress: _________Its:_________。

本文部分内容来自网络整理所得，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即予以删除！== 本文为word格式，下载后可方便编辑修改文字！ ==公司章程英文公司章程英文Stock Code: 201X71 Stock ID: Hangqilun B Announcement No.201X-42Hangzhou Steam Turbine Co., Ltd.Revising of the Articles of Association(Revised 201X)According to the “Notice on Regulating of Cash Dividend by Listed Companies” (证监发【201X】37) issued by China Securities Regulatory Commission, and the“Delivery of the Notice onRegulating of Cash Dividend by Listed Companies” (浙证监上市字【201X】138号) issued byZhejiang Securities Regulatory Office. The Company revised theArticles of Association as thefollowings:Original contentsRevised toArticle 77. The following issues are only adopted bythe shareholders’ meeting as special resolutions:(I) to expand or reduce the registered capital;(II) Splitting, merging, dismissing and liquidationof the Company;(III) Revising of the Articles of Association(IV) When the purchasing or selling of major assets, or providing of guarantee in single year has exceeded 30% of the total assets provided by the latestauditors’ report.(V) Share equity invigoration scheme;(VI) Other issues that stipulated by the laws,administrative regulations or the Article of Association, and decided by the Shareholders’ Meeting in term of general resolutions that will influence the Company significantly and needed to be passed interm of special resolutions.Article 77. The following issues are only adopted by the shareholders’ meeting as special resolutions:(I) to expand or reduce the registered capital;(II) Splitting, merging, dismissing and liquidation of theCompany;(III) Revising of the Articles of Association (IV) When the purchasing or selling of major assets, or providing of guarantee in single year has exceeded 30% of the total assets provided by the latest auditors’ report.(V) Share equity invigoration scheme;(VI) To revise the dividend policies of the Company (VII) Other issues that stipulated by the laws, administrative regulations or the Article of Association, and decided by the Shareholders’ Meeting in term of general resolutions that will influence the Company significantly and needed to be passed in term of special resolutions.Article 155.The Company attaches great importance to givereasonable returns to the investors. Annual dividendsare proposed by the Board of Directors according tothe business situation of the year, and subject to thedecision of the Shareholders’ Meeting. No dividendwould be distributed before the losses of previous yearwere compensated. Retained profit from the previousyear could be distributed together with the profit of thecurrent year. Distribution of dividend shall on the basisof the distributable profit accounted and audited by theCPA. Consistency and stability should be consideredwhen deciding the dividend policy. Cash dividend accumulated in the latest three years shall not less than 30% of the annual distributable profit in averageArticle 155.The Company adopts continuous and stable policies in dividend distribution, in reflection of reasonable reward to the investors and with consideration of long-term development and interest of the Company and the entire shareholders. Thefollowing rules shall be followed:(I) Dividends may be delivered by either of cash, bonus shares, or combination of the two. Cash dividend is at priority when the Company is making profit, and with sufficient cash flow to satisfy the business operation and long-term development.(II) Practical dividend plans are prepared by the Board of Directors with consideration of business practise, profitability,development stage, cash flow, current capital demmand of the Company, as well as the opinions of the shareholders, especially mid-small shareholders. Independent Directors shallrealized in the same period”Except for otherwise decided by theShareholders’ Meeting, the Company announcedividend plan once a year. The dividend plan is announced upon final settlement in four months aftercompletion of each fiscal year, and implemented in the2nd quarter of the current year.The Company is responsible to disclose profitdistribution preplan and/or common reserves capitalizing preplan of the current report term, as wellas the same decided in previous term and implementedin the current term. In case of the Board of Directorshasn’t made a cash dividend plan, it shall provide astatement in the annual report to address the reason ofnot distributing dividend and the usage of retainedprofit, and the independent directors shall issue theirindependent opinions on this. If the Company hasn’tdistributed any cash dividend in the latest three years, it is not allowed to place new shares, convertiblebonds, or right issue.Dividends for A stocks and B stocks are the same, whatsoever in cash or bonus shares.Dividends or other payments to the shareholdersare announced in RMB. Cash dividend or other payments for A stock holders are in RMB, and for Bstock holders are in HKD.Cash dividend for B stocks are translated to HKDbasing on the middle rate between HKD and RMB announced by Pleoples’ Bank of China on the first day after the date on which the dividend plan was adopted by the shareholders’ meeting.Management of capital in foreign currencies orforeign currencies needed for cash dividend are governed by the national regulations about foreigncurrencies.Dividends for the state-owned shareholders are delivered directly by the Company; dividends for the Bstock holders are delivered through China Seucrities Registration and Clearance Co., Ltd. Shenzhen Branch. Dividends for B stocks are able to be legallytransferred to abroad.In case of illegal appropriation of capital by shareholders, the Company shall use all or part of the provide independent opinions on the dividend plan before it is submitted to the Shareholders’ Meeting.(III) No dividend shall be distributed before making up of previous losses. Profit retained from previous years may be distributed along with the profit of current fiscal year. Dividend distribution shall base on the figure of distributable profitprovided by the CPA.(IV) Provided that the Company is making profit and the cash flow is satisfying the continuous business operation and long-term development, the cash dividend accumulated in the latest three years shall not be less than 30% of the annual distributable profit in average realized in the same period (V) Multiple channels must be provided to shareholders, especially mid-small shareholders, to obtain their opinions orclaims when the shareholders’ meeting is examining the dividend plan. Responses shall be made to any opinions orclaims duly.(VI) Dividend distribution is on annual basis. The dividend plan is announced in four months after completion of each fiscal year, and implemented in two months after the dividend plan is adopted at the shareholders meeting.(VII) Explanations must be provided in the annual report if no cash dividend plan is proposed by the Board whereas the Company is making profit in the current year. The independent directors’ opinion must be issued upon this. (VIII) When the Company is in good business operation, and distributing of bonus share dividend is in favor of the entire shareholders, the Company may propose a dividend in bonus shares when the conditions for cash dividend as describedabove are satisfied.(IX) The Company may revise the dividend policies regarding to its business operaiton, invetment plan, or needs of long-term development. However the revised policies shall not be against with the regulations of China Securities RegulatoryCommission and Shenzhen Stock Exchange. Revising proposal shall firstly be examined by the independent directors and Supervisory Committee, and then submitted to the Shareholders’ Meeting upon approval of the Board. The revising proposal shall only be adopted upon over 2/3 of thevotes on the meeting in favor.(X) In case of illegal appropriation of capital by shareholders, the Company shall use all or part of the cash dividend as returning of the appropriated capital.cash dividend as returning of the appropriated capital.Dividends distributed by the Company are subjectto the taxes according to the Individual Income TaxLaw of PRC and the Enterprise Income Tax Law ofPRC.(XI) Dividends distributed by the Company are subjectto the taxes according to the Individual Income TaxLaw of PRC and the Enterprise Income Tax Law ofPRC.Article 198. This Articles of Association takes effectupon the date on which it is approved by the 1stProvisional Shareholders’ Meeting 201X. The versionof revised by the Shareholders’ Meeting 201X isrevoced thereon.Article 198. This Articles of Association takes effect upon the date on which it is approved by the 2nd Provisional Shareholders’ Meeting 201X. The version of revised by the 1st Provisional Shareholders’ Meeting 201X is revoced thereon.Hangzhou Steam Turbine Co., Ltd.August 24, 201X【参考文档】公司章程英文-推荐word版以下文字仅用于测试排版效果, 请使用时删除！当撩开窗的刹那，当推开门楣的倥偬，当抬头仰望天空时刻，秋阳光芒，总是令你防不胜防，把它光和热，幻化成清晰影子，将你打得，招架难熬，只有默默承受，从早到晚，变为它之囚徒，渴望于之脱逃。

公司章程翻译中英文对照公司章程翻译中英文对照This manuscript was revised on November 28, 2020ARTICLES OF ASSOCIATIONof……CO., LIMITEDARTICLES 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。

【精品文档】公司章程英文翻译-易修改word版本文部分内容来自网络，本司不为其真实性负责，如有异议或侵权请及时联系，本司将予以删除！== 本文为word格式，下载后可随意编辑修改！ ==公司章程英文翻译Memorandnm of Association of British American Tobacco p.l.c.英国英美烟草股份有限责任公司组织章程1.The Company’s Name is British American Tobacco p.l.c.第一条本公司名称为“英美烟草公司”。

(译注：P.L.C 为：public limited company公开有限公司，即股票上市公司)2. The Company’s Registered Office is Globe House, 4 Temple Place, London WC2R 2PG.第二条公司注册登记处为Globe House, 4 Temple Place, London WC2R 2PG3.The Company’s Objects are：第三条本公司宗旨是：(1)Without prejudice to the Objects hereinafter specified to carry On business as a General Commercial Company.1)在不损害以下规定之前提下开展一般商业公司的业务;(2)To carry on any other business which may seem to the Company to be capable of being conveniently or advantageously carried on in connection or conjunction with any business of the Company with a view directly or indirectly to enhancing the value of or to render profitable or more profitable any of the Company's property, assets or rights or expertise.。

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。

公司章程翻译中英文对照公司章程第一章总则第一条公司名称：XXX有限公司（以下简称“公司”）。

第二条公司性质：本公司为有限责任公司。

第三条公司注册地址：XXX省XXX市XXX区XXX街XXX号。

第四条公司经营范围：1.经营国家法律规定并允许的业务；2.按照公司章程和法律规定的其他业务。

第五条公司的宗旨和经营理念：1.宗旨：本公司以稳定经营、创造价值为宗旨；2.经营理念：诚信经营，追求卓越。

第六条公司的注册资本：壹佰万元整。

第七条公司的业务范围：XXX。

第八条公司组织形式：董事会领导下的总经理制。

第二章股东第九条股东的权利和义务：1.享有公司利润分配权；2.享有优先购买权；4.承担相应的经济风险；5.按照公司章程和法律规定的义务。

第十条股东的出资方式和额度：1.股东可以以货币、实物或者其他形式出资；2.出资额度根据公司章程和股东协议确定。

第十一条股东的增减和转让：1.股东可以随时增加出资额；2.股东可以以书面形式转让股份；3.股权转让需要经过股东会批准。

第十二条股东会：1.股东会是公司的最高权力机构；2.股东会可以代表股东行使公司权力；3.股东会议决议需要通过股东的三分之二以上同意。

第十三条股东会议记录：1.股东会议的时间和地点需要提前通知；2.股东会议记录要详细记录决议内容和投票结果。

第三章经营管理第十四条董事会：2.董事会的成员由股东会选举产生。

第十五条总经理：1.总经理由董事会任命产生；2.总经理负责公司的日常经营管理；3.总经理需要向董事会汇报工作。

第十六条法定代表人：1.公司法定代表人为总经理；2.总经理代表公司行使法律上的权益。

第十七条员工：1.公司鼓励员工的创新和学习；2.公司保护员工的合法权益。

第十八条财务管理：1.公司设立独立的财务部门；2.财务部门负责公司的财务管理。

第四章监督机构第十九条监事会：1.监事会是公司的监督机构；2.监事会的成员由股东会选举产生。

第二十条审计：1.公司每年进行一次审计；2.审计结果由监事会和股东会审核。

公司章程Articles of Association第一章总则Chapter 1: General Principle第一条依据《中华人民共和国公司法》（以下简称《公司法》）及有关法律、法规的规定，由_______方共同出资，设立____________公司（以下简称“公司”），特制定本章程。

Article 1. In accordance with the PRC Company Law (hereinafter referred to as the "Company Law") and other relevant laws and regulations, ________, in total ____ (___) parties, jointly make capital contributions to establish ________ (hereinafter referred to as the "Company"), and these articles of association are hereby formulated.第二条本章程中的各项条款与任何适用于公司的中国现行的法律、法规、规章、通知以及其他立法、行政或司法解释或公告（“相关法律”）不符的，以相关法律为准。

Article 2. In the event that the terms and conditions of these articles of association conflict with any law, regulation or rule and other legislative, executive or judicial interpretation or pronouncement of the PRC currently in force and applicable to the Company (the "Applicable Laws"), the Applicable Laws shall prevail.第二章公司的成立Chapter 2: The Establishment of the Company第三条公司名称：____________Article 3. The name of the Company is:第四条住所：Article 4. The address of the Company is:第五条公司的组织形式为有限责任公司。

______________________________________________________有限公司章程___________________________年___________________________月Articles of AssociationFor the purpose of adapting to the requirements of socialist marketeconomy a nd developing productivity， the Articles of Association is made and reentered in accordance with the Company Law o f the People’s Republic 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 referredto as the Company)Article 2: The Company’s address: Post Place of Guozhuang T own， Pingdu CityChapter Two Scope of BusinessArticle 3: The scope of business: production and processing of saltedvegetables， fresh vegetables， pepper and other agricultural products (sanitation license shall be valid before April 29， 20XX); import and export of goods.Chapter Three Registered CapitalArticle 4: The Company’s registered 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 approveand 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 atnewspapers within 30 days after the resolution is made. Within 30 daysupon receipt of the notice， the creditor who f ails 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 theprocedures for registration of change at the Company registration organif applicable.Chapter Four Names of Shareholders， Forms and Amount of Investment Article 5: The names o f 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， 20XX.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， 20XX.Article 6: All shareholders shall be issued Capital ContributionCertificate after the Company was established.Chapter Five Shareholders’ Rights and ObligationsArticle 7: Shareholders’ rights(1) Attending or authorizing representatives to attend board ofshareholders and exercising voting power according to their contribution proportions;(2) Being aware of the Company’s operation and financial status;(3) Voting 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 havetransferred;(6) Preempting the newly-added registered capital of the Companyaccording to their contribution proportions;(7) After termination of the Company， acquiring the residual assets ofthe Company according to laws;(8) Reading the minutes of shareholders’ meeting and financial reportsof 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 isregistered.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 benegotiated by board of shareholders. If it is transferred tonon-shareholders， it must be approved by majority of all shareholders.The shareholders inform other shareholders in written form for approvalon the equity transfer， and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more thanhalf 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 shareholdertransferred their contribution.Chapter Seven Organizations of the Company and its Formation， their Functions and Rules 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 finalaccount 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 writtenform， the shareholders may make a resolution directly without holdingthe 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 ofcapital 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 classified into regular meetings and temporary meetings. All shareholders shall be notified 15days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rightscan propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors andthe shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties， the supervisorof the Company may convene and preside over such meetings; if thesupervisor is unable to perform his duties， the shareholder representing1/10 or more of the voting rights can propose to hold the shareholders’meeting at his discretion.Article 17: Shareholders’ meeting shall make a resolution to theconcerned matters， which shall be adopted by the shareholdersrepresenting 2/3 or more of the voting rights， while the resolution made at a shareholders’ meeting on increasing or reducing the registeredcapital， merger， split-up， dissolution or change of the Company formor amending the Articles of Association shall be adopted by theshareholders representing 2/3 or more of the voting rights. The board of shareholders shall make t he meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meetingminutes.Article 18: The Company sets one executive director， which shall be elected by the shareholders’ meeting. The executive directors’ term of office shall be 3 years. The executive director may， after the expiryof 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 ofthe 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 aswell 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 ordismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the followingauthorities:1. Taking charge of the management of the production and businessoperations of the Company;2. Organizing the execution of the Company’s annual operational plansand 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 makecorrections 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 t he executive director fails to convene and preside over the shareholder’s meeting.5. Bringing a lawsuit against the executive directors and managingofficers.The supervisor attends the shareholders’ meeting as a non-voting delegate.Article 22: The executive director and managing officers of the Companyshall 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 theCompany. The executive director’s term of office shall be no more than3 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 followingauthorities:1.Convening and carrying out the board resolutions， and reporting the status on work to board 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 the executive director.Chapter Nine Financial and Accounting， Profit Distribution and Labor Servant SystemsArticle 25: The Company shall establish the financial and accountingsystems of the Company in accordance with the relevant laws，administrative regulations and provisions enacted by the financialcontrol authorities under the State Council， prepare financialstatements 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 thefinancial control authorities under the State Council.Article 27: Labor and employment system shall be subject to relevantnational laws， regulations and provisions enacted by ministry of laborunder 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 ofAssociation expires or any of the matters for dissolution as stipulatedin 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 tothe 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，which shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Companyregistration authority for writing off the registration of the Company，then declare the cancellation of the Company.Chapter Eleven Other Matters to be Stipulated Shareholder ConsidersNecessaryArticle 31: The Company may amend the Articles of Association based ondemand or matters concerned the registration alteration， the amended articles of association shall not be in contradiction with the laws andregulations， the amendment to the articles of association shall beadopted by all shareholders of the Company by voting. The amended articlesof association shall be submitted to former Company registrationauthority and make relevant alteration registration for registrationauthority， 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 toconfirmation of Company registration authority.Article 34: This Article of Association is established by all investorsand shall become e ffective 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。