上市公司章程指引 英文版

’Republic ofChina (hereinafter referred to as the ), relevant laws and other administrative regulations,these articles of association are formulated in order to protect company and shareholders’legal rightswhen corporate business license is issued.accordance with their subscribed capital contributions. Company undertakes its financial obligations with its all properties.(1) Axial excitation detection site engineering service.(2) Pipeline inspection and maintenance.(3) Pipeline integrity management.(4) Pipeline engineering projects.Investment Name of Shareholder Subscribed Capital ContributionRatioCorporate registered capital will be subscribed in two phases. Each Shareholders, funding in the form of currency, should deposit its capital adequately to the bank account opened by company; those who make non-monetary investment should have its properties evaluated and legally complete its transfer of property rights after all shareholders approval.Shareholders should subscribe their own sufficient capitalcontributions on schedule and obtain the certificate issued by legally authorized institution.Shareholders enjoy such rights as:(1) Acquire profits according to their real subscribed contributions; haveprivilege to make subscribed capital contributions based on their previousreal investment when new additional investment demanded by company.(2) Attend the shareholders' meetings or consign attorney to it; exercise theirvotes under the ratio of subscribed contributions(3) Enjoy preference to purchase stock equity transferred by other shareholders.(4) Make inspections over corporate business managements; bring forwardrelevant proposals and inquiries.shareholder ’sinvestment amount, time and forms are listed as follows:Second InvestmentAmount-- Name of Shareholder First InvestmentAmountTime Time Form Form -- --(5) Assign directors or supervisors.(6) Check financial accounts; look up and duplicate corporate statute, theshareholders' meeting minutes, the directorate conference resolutions, theconference resolutions of board of supervisors and accounting reports.(7) Share residual properties in accordance with subscribed contributions whencompany comes to an end.(8) Other rights by law, rules or company regulations.(1) Comply with laws, rules and corporate regulations. Shall not misapplyentitled rights to harm corporate and other shareholders' interests.(2) Make limited subscribed capital contributions on schedule.(3) Refuse to withdraw investment after company is established.(4) Other obligations and liabilities regulated in laws, rules and companyarticles of association.not primary stockholders before they successfully win more than 50% support from the board. Meanwhile, shareholders are supposed to inform the rest shareholders of relevant transfer in writing which should be regarded as approval if no responses from the other shareholders in 30 days from the date when they receive written informs. The rest shareholders should purchase the stock rights designed to transfer if others disagree with transfer, otherwise they are redeemed to agree with it. The rest shareholders have priority to purchase the stock equity approved for transfer under equal conditions. If more than two shareholders have ambitions for purchasing right, they may negotiate the percentage of purchase. In case of no consensus on proportion of transfer they can exercise their privileges based on the ratio of their subscribed contributions.' meeting, made up of all shareholders, performs as theauthorities of company and have the following duties：(1) Determine business policies and investment plans.(2) Vote and change directors and supervisors; decide the remunerationsconcerning directors and supervisors.(3) Deliberate directorate report.(4) Discuss supervisors ’ reports.(5) Consider the company’s proposed annual financial budget and finalprogram.(6) Discuss and approve profit distribution and program to cover deficit.(7) Make resolutions on increasing or decreasing registered capital.(8) Make resolutions on issuing debenture stock.(9) Make resolutions on company’s incorporation, separation, dissolution,liquidation or form change.(10) Amend articles of association.(11) Exercise other duties listed in laws, rules and company regulations.shareholders ’meeting themselves or entrust attorney to do so instead. If assigned to joining the meeting, attorneys should show the letter of authorization of shareholders to the rest.’ meeting shall be summonedand held by SRPT.contributions in the conference of shareholders ’ meeting.’ m eeting can be classified intoregular conference and interim conference The former shall be convened once a year and arranged in 6 months after last fiscal year comes to an end. The latter should beheld under the approval of over 1/10 shareholders who enjoy votes and more than 1/3 directors and supervisors.If the call for summoning conference has been made, it should come to all shareholders 15 days in advance. After the consensus of whole shareholders, notification time can be modified.’ meeting is summoned by directorate and held bychairman. If the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. Provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside at the meeting.Supposing the directorate cannot or do not exercise summoning shareholders ’meeting, over 1/10 shareholders who enjoy vote rights in the meeting can voluntarily summon the other shareholders and hold the conference’ meeting cannot come intoeffect without the approval from the shareholders who have more than 50% vote of the meeting. However, resolutions about amending articles of association, incorporation and separation, increasing or decreasing registered capital, or changing forms can be acceptable if advocated by shareholders who enjoy more than 2/3 vote rights in the meeting.assigned, 2 directors from. The term of office of director is restricted to 2 years and the directors can be re-elected when expiration arrives. In directorate there is one chairman assigned and one deputy chairman appointed.s’ meeting and entitledto following duties:(1) Summoning shareholders’ meeting and making work reports for shareholders’meeting.(2) Executing the resolutions of shareholders’ meeting.(3) Determining business programs and investment plans.(4) Drafting annual fiscal budget and final plans.(5) Drafting profit distribution and program to cover deficit.(6) Working out plans to increase or decrease registered capital and programsconcerning debenture stock issuance.(7) Making proposals on company’s incorporation, separation, dissolution,liquidation or form change.(8) Deciding internal management structures.(9) Deciding on employing or dismissing general manager and his remuneration;determining on employing or dismissing deputy general manager, financial officer and their salary according to the general manager’s nomination.(10) Drafting basic management rules.(11) Other authorities invested by company ’s regulations and shareholders ’meeting.chairman. If the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. Provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside the meeting.are summoned by the chairman who is supposed to inform all directors and supervisors in writing 10 days ahead of conference.more than 1/10 vote right in the meeting and more than 1/3 directors, general managers and supervisors have made relevant proposal. The chairman shall summon and preside at the directorate conference within 10 days when he receives the proposal.’s informing interim conference can bewritten letters, correspondences, telephones, faxes or emails. The time limit should be 5 days ahead of conference (exclusive of the day of conference). Yet, under someemergent conditions interim conference should be held as soon as possible. In such cases, telephone and other oral notification can be acceptable. The convener should make detailed specification about it later.’attendance. The directorate resolutions shall be voted for by more than half of the whole directors, under conditions of one person one vote.directorate. Those related to affiliated transactions shall not exercise their vote rights or vote on behalf of other directors during the examination. Summoning such conference can be acceptable if more than 50% unrelated directors attend it. The resolution should be admitted by over half of all unrelated directors. If less than 3 unrelated directors attend the conference, the affairs should be submitted to shareholders ’ meeting.for some reasons they fail to join the meeting, they can assign other directors to attend it. The letter of commitment shall cover attorney ’s name, the items entrusted, scope of authority, valid period, signature or stamp of principal. The directors entrusted can exercise director rights within the scope of authority. Failure to participate in directorate conference or entrust some representative to show up will be deemed waiver in the meeting.minutes with the signatures of directors attending the conference. Directorate minutes should be preserved as company archives for at least 10 years.obligations. If the board resolutions violate laws, rules, company articles of association or the resolutions of shareholders ’ meeting and result in great loss, the directors attending the conference shall take responsibility for compensation. However, if it can be proven that a director expressly objected to the resolution whenthe resolution was voted on, and that such objections were recorded in the minutes of the meeting, such director may be exonerated from liability.General manager, responsible to directorate, fulfils such duties as:(1) Take charge of production and business management, carry out directorateresolution.(2) Fulfill annual business program and investment plan.(3) Draft internal management structure plan(4) Draw up basic management regulations(5) Formulate concrete rules.(6) Nominate or dismiss deputy general manager and financial officer.(7) Decide on the nomination and dismissal of the officers except those decidedby directorate.(8) Enjoy other legal power authorized by directorate. Attend the directorateconference as non-vote delegate.supervisor ’s term of office is limited to 3 years and can be continued when expiration arrives. Directors and senior management are not permitted to serve as supervisors concurrently.(1) Inspect corporate finance.(2) Supervise the performance of directors and senior management. Makeremoval proposal to the directors and senior management who offend laws, rules, articles of association or the resolution of shareholders ’ meeting.(3) Rectify the deeds by directors and senior management that result in harms tocompany benefits.(4) Propose interim shareholders ’ meeting. Summon and preside shareholders ’meeting when directorate refuse to fulfill the duties listed in articles of association.(5) Bring forward proposal for shareholders ’ meeting.(6) Conduct prosecution to directors and senior management under provision 152.(7) Enjoy other powers authorized by articles of corporation. Supervisor ispermitted to attend the board conference as non-vote delegate and make inquiries or suggestions to the items listed in directorate resolution.Meanwhile, supervisor can commence an investigation related to any abnormal business management. When necessary, supervisor is allowed to employ a certified public accountant to assist his work with relevant chargescovered by company. The necessary expenses during his performance will beprovided by company.regulations authorized by financial department of State Council and establish financial accounting regulations, and should work out financial accounting report each fiscal year and have it legally verified and audited by public accounting firm. Financial accounting report should be delivered to each shareholder within 3 months at the end of each fiscal year.paid:(1) Cover previous deficit.(2) Collect 10% profit as statutory common reserve (company ’s reserve fund).Statutory reserve fund may be waived once the cumulative amount of fundstherein exceeds 50 percent of the company registered capital.(3) Collect 15% profit as discretionary reserves (company development fund).Extract 10% profit as innovation fund. Preserve 15% benefit as staff awardsand welfare fund. The proportion and usage of each reserves may beadjusted through consensus of shareholders ’ meeting subject to annualbusiness management.(4) Pay shareholders the dividend. Company shall share profit in accordancewith the proportion of subscribed contribution in registered capital afterpaying income tax and collecting reserves. In principle, the dividend shouldexceed 25% annual net profit.(1) Either Business period stipulated in articles of association expires, or other dissolution reasons defined by regulations occurs except for those surviving amendment by company.(2) The resolutions of shareholders ’ meeting to dissolution.(3) Dissolution due to merger or division.(4) Business license has been revoked under laws. Ordered to close down orwithdraw.(6) Other occurrences stipulated by laws and administrative rules.5 of former article, a liquidation group should be formed and start to work within 15days from the date of liquidation confirmation, draft liquidation report and submit it to shareholders ’meeting for confirmation after completing liquidation. They should also file liquidation report to registration authority, apply for cancellation of registration and claim termination of company.rules, the latter shall prevail.11‘more than ’ should be inclusive; ‘more than half ’should be exclusive.article of association.be submitted to registration authority.Legal Representative ：Legal Representative ：。

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:_________。

ARTICLES OF ASSOCIATION组织章程细则PRELIMINARY序文1。

Subject as hereinafter provided，the regulations contained in Table “A" in the First Schedule to the Companies Ordinance (Chapter 32) shall apply to this Company，and be deemed to be incorporated with these Presents。

1.除非下文明确规定,否则《公司条例》（第32章）附表1的表A 所列规定，否则表A所列规定适用于公司，并被视为本章程细则的一部分。

2. The following clauses of Table “A" namely，24，41 to 44 inclusive, 55,64,77,78,79,81，82,90 to 99 inclusive, 101，and 114 to 123 inclusive，and 128, shall not apply or are modified as hereinafter appearing。

2。

表A中第24、41至44（包含在内）、55、64、77、78、79、81、82、90至99（包含在内)、101、114至123（包含在内）和128条不适用于本公司或根据下文作出修改。

3. The Company is a Private Company and accordingly：3.公司为私人公司，据此：(a) the right to transfer shares is restricted in manner hereinafter prescribed；（a）转让股份的权利受到下述限制；（b）the number of members of the company (exclusive of persons who are in the employment of the company and of persons who having been formerly in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company) is limited to 50。

“Translation of Articles of Incorporation of XXX Co. Ltd”Articles of IncorporationofXXX Co. LtdChapter 1 General ProvisionsArticle 1 This articles of incorporation is made in accordance with the Company Law of P. R.C and the Regulations of Shenzhen Special Economic Zone on Limited Company.Article 2 All activities of the company should comply with and be protected by national laws and rules.Article 3 The company is registered with Shenzhen Municipal Industrial and Commercial Administration.Business Name:Address:Article 4 Business scope: domestic trade, materials buy & sell (exclusive of the controlled goods ); import and export of goods; economic information consulting service.The business scope is subject to the approval of relevant government authority. The company shall conduct its business within its approved business scope.Article 5 To meet business needs, the company may make foreign investment, and set up branches and offices overseas.Article 6 The term of the company is 10 years, beginning from the date of its registration.Chapter 2 ShareholdersArticle 7 There are two shareholders, and their names and addresses are listed as follows: Name Address ID No.Article 8 Shareholders have the following rights:(1)elect or be elected as the executive director or supervisor;(2)call for shareholders’ meetings according to laws, rules and articles of incorporation;(3)supervise the company’s operating activities and daily management;(4)have access to the articles of incorporation of the company, the minutes ofshareholders’ meetings and financial documents, and put forward suggestions on thecompany’s operation;(5)gain dividend in proportion to their shares and have the preemptive rights for newshares;(6)share the company’s residual assets in proportion to their shares upon the dissolutionof the company;(7)file lawsuits against the company for compensations if the shareholders’ interests aredamaged by the company;Article 9 Shareholders are obligated to:(1) pay the subscribed contributions;(2) assume the responsibilities in proportion to their capital contributions;(3) not withdraw their capital contributions after the registration of the company;(4) abide by the Articles of Incorporation and not disclose the company’s trade secrets.(5) support the company’s management, put forward valuable suggestions and promote thedevelopment of the company.Article 10 After the establishment of the company, stock certificates should be issued to the shareholders, and should contain the following information:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the names and capital contributions of the shareholders;(5) the serial number and issuance date of the stock certificate.The stock certificate should be signed by the legal representative and stamped by the company.Article 11 The company shall maintain a record of shareholders which shall set forth the following information:(1) the names of shareholders;(2) addresses of shareholders;(3) the amounts of shareholders’ capital contributions;(4) the serial numbers of shareholders’ stock certificates.Chapter 3 Registered CapitalArticle 12 The company’s registered capital is RMB 500,000 Yuan. The capital contributions and shares of ownership of the shareholders are as follows:Name of Shareholders Capital Contributions Percentage of ownershipArticle 13 The shareholders shall make the investments in cash.Article 14 The shareholders shall make full payment of the subscribed capital contributions before the registration. Otherwise, they shall be held liable to the shareholders who have fully made capital contributions.Article 15 Shareholders may contribute in kind, and may do so upon completion of the procedures as required by relevant law and regulations.Article 16 The shareholders may transfer their shares in such a manner as allowed by laws.Chapter 4 Shareholders’ MeetingArticle 17 The shareholders’ meeting has the highest authority in the company.Article 18 The shareholders’ meeting has the following authorities:(1)decide the business policies and investment plans;(2)elect and remove the executive director, and decide his/her remuneration;(3)elect and remove the supervisors, and decide their remunerations;(4)review and approve the working reports of the executive directors;(5)review and approve the working reports of the supervisors;(6)review and approve the company’s annual budget and final accounts plan;(7)review and approve the company’s profit distribution plan and loss recovery plan;(8)make resolutions on the increase or reduction of registered capital;(9)make decisions to issue bonds;(10)make resolutions on the transfer of the shareholders’ shares;(11)make resolutions on the company's merger, division, dissolution, liquidation andchange of the corporate form;(12)amend the Articles of Incorporation.Article 19 The shareholders have the right to vote in the shareholders’ meetings.Increase or decrease of the registered capital, division,merger, dissolution, and change of the form of the company shall be approved by two-thirds of the voting shares.Article 20 The annual shareholders’meeting is held in December each year. An interim meeting can be held if agreed upon by one-fourth of the voting shares, or proposed by the executive directors or the supervisors.Article 21 The executive director calls and presides over the shareholders’meeting. If he/she can’t perform this duty because of some special reasons, a shareholder appointed by him/her can assume this responsibility.Article 22 All the shareholders shall be informed with written notice or other forms at least 15 days before the shareholders’ meeting. If a shareholder cannot attend the meeting with cause, a duly authorized proxy may represent the shareholder to be present.Generally, resolutions of the shareholders’ meetings are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Resolutions of the shareholders’ meetings on amendment to the Articles of Incorporation are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Article 23 The resolutions of the shareholders’ meeting should be reduced to writing, and all the shareholders attending the meeting should sign on the minutes.Chapter 5 The Executive DirectorArticle 24 The company shall not form Board of Directors, but instead an executive director to perform the duties of Board of Directors.Article 25 Elected by the shareholders’meeting, the executive director is the legal representative of the company. The term is three years.Article 26 The executive director is nominated by shareholders and elected by the shareholders’ meeting.Article 27 The executive director can be reelected. Prior to the expiration of the executive director’s term, the shareholders’ meeting may not remove him/her without cause.Article 28 Responsible to the shareholders, executive director has the following authorities and duties:(1)call the shareholders’ meeting and make working reports on the meeting;(2)carry out the resolutions of the shareholders’ meeting;(3)decide the company’s running and investment plans;(4)make the company’s annual financial plans and final account plans;(5)make the company’s profit distribution plans and loss recovery plans;(6)make plans on the increase or reduction of registered capital;(7)makes plans on the company's merger, division, dissolution, liquidation and thechange of the company’s type;(8)decide the formulation and structure of the company’s internal subdivisions;(9)decide to hire or fire a manager and his/ her remuneration, and according to themanager’s nomination, decide to hire or fire the deputy manager, the financial officerand their remuneration;(10)decide the company’s basic management system.Article 29 The executive director should submit the decisions to the shareholders’ meeting in written form.Chapter 6 Business Management OfficeArticle 30 The management office has one manager, and several management departments may be set up if necessary.The manager is hired or fired by the executive director, and the term of this position is three years. The manager’s job duties are listed as following:(1) Be responsible for the daily management and implement the resolutions of theshareholders’ meeting and decisions of the executive director;(2) organize the implementation of the company’s running plans and investment schemes;(3) plan the formulation of the company’s internal subdivisions;(4) map out the company’s basic management system;(5) make rules for the company’s internal management;(6) propose to hire or fire the deputy manager and financial officers;(7) hire or fire management staff other than those whose employment falls within theexecutive director’s duties;(8) perform other duties authorized by Articles of incorporation or the shareholders’meeting.Article 31 The executive director and manager are not allowed to put the company’s funds in their own personal bank accounts.The executive director and manager are not allowed to use the assets of the company as suretyship for any shareholder’s personal debt.Article 32 The executive director and manager can not run for themselves or others any similar activities with the company, or conduct any activities damaging the company’s interest. Any and all the income derived from the above activities shall belong to the company.Executive director and manager are now allowed to make transactions with the company unless approved by the Articles of Incorporation or the shareholders’ meeting.Executive director and manager shall be liable for any loss incurred by the company due to their violations of law, articles of incorporation, or other rules.Article 33 The executive director and manager shall have such qualifications as required of their relative positions by laws.In the case of graft or serious dereliction of duty on the part of the manager and other senior officers, the shareholders’ meeting shall have the authority to dismiss them at any time.Chapter 7 SupervisorsArticle 34 The company shall not form Board of Supervisors, but instead one supervisor to perform the duties of Board of Supervisors. Appointed by the shareholders’meeting, the supervisor’s term is three years. Prior to the expiration of the term, the shareholders’ meeting maynot remove him/her without cause. The executive director and financial officers can not concurrently hold the position of supervisor.The supervisor has the following duties:(1)check the financial status of the company;(2)Investigate the executive director and the manager to see if they have broken the law,rules and the company’s regulations;(3)ask the executive director and the manager to rectify themselves when their behaviordamage the company’s interests;(4)propose to convene an interim shareholders’ meeting.Chapter 8 Finance and AccountingArticle 35 The company should establish its financial and accounting system and pay tax as required by laws, regulations and other rules.Article 36 Financial and accounting reports should be completed at the end of every fiscal year.The financial and accounting reports shall contain the following information:(1)balance sheet;(2)profit and loss statement;(3)cash flow statement;(4)financial situation statement;(5)statement of profit distribution.Article 37 When the company distributes the annual after-tax profits , it shall allocate 10% of its profits to its statutory common reserve fund, 5% - 10% as its statutory welfare fund. Allocation to the company's statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the company's registered capital.If the statutory common reserve fund can’t be able to offset the company’s losses of the previous year, profits should be first allocated to make up the losses and then allocated to the statutory common reserve fund and welfare fund.After the allocations of the statutory common reserve fund and welfare fund, the rest of the profit shall be allocated among the shareholders in proportion to their shares.Article 38 The statutory common reserve is used to make up losses, expand the company’s production and operation, or be converted to the company’s increased capital.Article 39 The statutory welfare fund is used for the collective welfare of the company’s employees.Article 40 The company shall not set up any other accounting books than those required by laws.Article 41 No personal bank account shall be opened to deposit the company’s funds.Chapter 9 Dissolution and LiquidationArticle 42 The company’s merger or division shall be conducted in accordance with the laws and rules.Article 43 The company shall be dissolved upon the occurrence of statutory situations.Article 44 In the event of normal (non-compulsory) dissolution, a liquidation group shall be established by the shareholders’ meeting within 15 days.Article 45 After the establishment of the liquidation group, the company should stop all the activities other than those related to liquidation.Article 46 The liquidation group has the following duties:(1)liquidate the company’s assets, draw up the balance sheet and property list;(2)inform the creditors by notice or public announcement;(3)handle or liquidate the unfinished business;(4)pay off the tax owed;(5)settle the credits and debts;(6)dispose of the remaining assets after debts;(7)participate in civil lawsuits on behalf of the company.Article 47 The liquidation group should inform the creditors within 10 days after its establishment, and publish at least three announcements in newspaper within 60 days. The liquidation group should keep the creditors’ claims for record.Article 48 After the liquidation of the assets, drawing up the balance sheet and property list, the liquidation group should formulate a liquidation scheme and submit it to the shareholders’meeting.Article 49 The liquidated assets should be allocated in the following order: 1. the liquidation expenses; 2. the employees’ wages and labor insurance fees; 3. the tax owed; 4. the company’s debts.The remaining assets shall be allocated to the shareholders in proportion to their shares.Article 50 After the completion of the above work, the liquidation group will make a report which should be submitted to the shareholders’meeting or relevant authority, and cancellation filing should be made with Industrial and Commercial Administration. Public announcement of the company’s cancellation should be made timely.Article 51 The members of the liquidation group shall keep their fiduciary duties. They are not allowed not accept bribes or other illegal incomes by taking advantage of their duties, and possess the company’s properties illegally.If the company or its creditors suffer any loss due to the violation of their fiduciary duties, the violating members of the liquidation group should take any possible liability.Chapter 10 The Other ProvisionsArticle 52 This Articles of Incorporation should be amended if any item therein is changed or amended.The modification of the Article of Association shall conform to the Company Law and other rules and regulations.Articles 53 Amendments approved by the shareholders’meeting shall be filed with Industrial and Commercial Administration.Article 54 In the case of any items conflicting with laws and rules, the national laws and rules shall prevail.Article 55 Supplementary resolutions approved by the shareholders’ meeting are part of the Articles of Incorporation, and should be filed with Industrial and Commercial Administration.Article 56 The authority to interpret the Articles of Incorporation belongs to the shareholders’ meeting, and the Articles of Incorporation will take into effect upon the registration of the company with Industrial and Commercial Administration.Signatures or Seals of the Shareholders:Date:。

公司章程---英文模板“Translation of Articles of Incorporation of XXX Co. Ltd”Articles of IncorporationofXXX Co. LtdChapter 1 General ProvisionsArticle 1 This articles of incorporation is made in accordance with the Company Law of P. R.C and the Regulations of Shenzhen Special Economic Zone on Limited Company.Article 2 All activities of the company should comply with and be protected by national laws and rules.Article 3 The company is registered with Shenzhen Municipal Industrial and Commercial Administration.Business Name:Address:Article 4 Business scope: domestic trade, materials buy & sell (exclusive of the controlled goods ); import and export of goods; economic information consulting service.The business scope is subject to the approval of relevant government authority. The company shall conduct its business within its approved business scope.Article 5 To meet business needs, the company may make foreign investment, and set up branches and offices overseas.Article 6 The term of the company is 10 years, beginning from the date of its registration.Chapter 2 ShareholdersArticle 7 There are two shareholders, and their names and addresses are listed as follows:Name Address ID No.Article 8 Shareholders have the following rights:(1) elect or be elected as the executive director or supervisor;(2) call for shareholders’ meetings according to laws, rules and articles of incorporation;(3) supervise the company’s operating activities and daily management;(4) have access to the articles of incorporation of the company, the minutes ofshareholders’ meetings and financial documents, and put forward suggestions on thecompany’s operation;(5) gain dividend in proportion to their shares and have the preemptive rights for newshares;(6) share the company’s residual assets in proportion to their shares upon the dissolutionof the company;(7) file lawsuits against the company for compensations if the shareholders’ interests aredamaged by the company;Article 9 Shareholders are obligated to:(1) pay the subscribed contributions;1(2) assume the responsibilities in proportion to their capital contributions; (3) not withdraw their capital contributions after the registration of the company; (4) abide by the Articles of Incorporation and not disclose the company’s trade secrets.(5) support the company’s management, put forward valuable suggestions and promote thedevelopment of the company.Article 10 After the establishment of the company, stockcertificates should be issued to theshareholders, and should contain the following information:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the names and capital contributions of the shareholders;(5) the serial number and issuance date of the stock certificate.The stock certificate should be signed by the legal representative and stamped by the company.Article 11 The company shall maintain a record of shareholders which shall set forth thefollowing information:(1) the names of shareholders;(2) addresses of shareholders;(3) the amounts of shareholders’ capital contributions;(4) the serial numbers of shareholders’ stock certificates.Chapter 3 Registered CapitalArticle 12 The company’s registered capital is RMB 500,000 Yuan. The capitalcontributions and shares of ownership of the shareholders are as follows:Name of Shareholders Capital Contributions Percentage of ownership Article 13 The shareholders shall make the investments in cash.Article 14 The shareholders shall make full payment of the subscribed capital contributionsbefore the registration. Otherwise, they shall be held liable to the shareholders who have fullymade capital contributions.Article 15 Shareholders may contribute in kind, and may do so upon completion of theprocedures as required by relevant law and regulations.Article 16 The shareholders may transfer their shares in such a manner as allowed by laws.Chapter 4 Shareholders’ MeetingArticle 17 The shareholders’ m eeting has the highest authority inthe company.Article 18 The shareholders’ meeting has the following authorities:(1) decide the business policies and investment plans;(2) elect and remove the executive director, and decide his/her remuneration; (3) elect and remove the supervisors, and decide their remunerations; (4) review and approve the working reports of the executive directors; (5) review and approve the working reports of the supervisors;(6) review and approve the company’s annual budget and final accounts plan;2(7) review and approve the company’s profit distribution plan and loss recovery plan;(8) make resolutions on the increase or reduction of registered capital;(9) make decisions to issue bonds;(10) make resolutions on the tran sfer of the shareholders’ shares;(11) make resolutions on the company's merger, division, dissolution, liquidation andchange of the corporate form;(12) amend the Articles of Incorporation.Article 19 The shareholders have the right to vote in thesh areholders’ meetings.Increase or decrease of the registered capital, division,merger, dissolution, and change of the form of the company shall be approved by two-thirds of the voting shares.Article 20 The annual shareholders’ meeting is held in Decembe r each year. An interimmeeting can be held if agreed upon by one-fourth of the voting shares, or proposed by the executive directors or the supervisors.Article 21 The executive director calls and presides over the shareholders’ meeting. Ifhe/she can’t perform this duty because of some special reasons, a shareholder appointed by him/her can assume this responsibility.Article 22 All the shareholders shall be informed with writtennotice or other forms at least 15 days before the shareholders’ meeting. If a shareholder cannot attend the meeting with cause, a duly authorized proxy may represent the shareholder to be present.Generally, resolutions of the shareholders’ meetings are valid if approved by 50% or moreof all shareholders and two-thirds of the voting shares.Resolutions of the shareholders’ meetings on amendment to the Articles of Incorporation are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Article 23 The resolutions of the shareholders’ meetin g should be reduced to writing, andall the shareholders attending the meeting should sign on the minutes.Chapter 5 The Executive DirectorArticle 24 The company shall not form Board of Directors, butinstead an executive director to perform the duties of Board of Directors.Article 25 Elected by the shareholders’ meeting, the executive director is the legalrepresentative of the company. The term is three years.Article 26 The executive director is nominated by shareholders and elected by the shareh olders’ meeting.Article 27 The executive director can be reelected. Prior to the expiration of the executive director’s term, the shareholders’ meeting may not remove him/her without cause.Article 28 Responsible to the shareholders, executive director has the following authorities and duties:(1) call the shareholders’ meeting and make working reports on the meeting;(2) carry out the resolutions of the shareholders’ meeting;(3) decide the company’s running and investment plans;(4) make the compan y’s annual financial plans and final account plans;(5) make the company’s profit distribution plans and loss recovery plans;(6) make plans on the increase or reduction of registered capital;(7) makes plans on the company's merger, division, dissolution, liquidation and the3change of the company’s type;(8) decide the formulation and structure of the company’s internal subdivisions;(9) decide to hire or fire a manager and his/ her remuneration, and according to themanager’s nomination, decide to hire or fire the deputy manager, the financial officerand their remuneration;(10) decide the company’s basic management system.Article 29 The executive director should submit the decisions to the shareholders’ meetingin written form.Chapter 6 Business Management OfficeArticle 30 The management office has one manager, and several management departments may be set up if necessary.The manager is hired or fired by the executive director, and the term of this position is three years. The manager’s job duties are listed as following:(1) Be responsible for the daily management and implement the resolutions of theshareholders’ meeting and decisions of the executive director;(2) organize the implementation of the company’s running plans and investment schemes;(3) plan the formulation of the company’s internal subdivisions;(4) map out the company’s basic management system;(5) make rules for the company’s internal management;(6) propose to hire or fire the deputy manager and financial officers;(7) hire or fire management staff other than those whose employment falls within theexecutive director’s duties;(8) perform other duties authorized by Articles of incorporation or the shareholders’meeting.Article 31 The executive director and manager are not allowed to put the company’s fundsin their own personal bank accounts.The executive director and manager are not allowed to use the assets of the company as suretyship for any shareholder’s personal debt.Article 32 The executive director and manager can not run for themselves or others any similar activities with the company, or conduct any activities damaging the company’s interest.Any and all the income derived from the above activities shallbelong to the company.Executive director and manager are now allowed to make transactions with the company unless approved by the Articles of Incorporation or the shareholders’ meeting.Executive director and manager shall be liable for any loss incurred by the company due to their violations of law, articles of incorporation, or other rules.Article 33 The executive director and manager shall have such qualifications as required of their relative positions by laws.In the case of graft or serious dereliction of duty on the part ofthe ma nager and other senior officers, the shareholders’ meeting shall have the authority to dismiss them at any time.Chapter 7 SupervisorsArticle 34 The company shall not form Board of Supervisors, but instead one supervisor to perform the duties of Board of Supervisors. Appointed by the shareholders’ meeting, thesupervisor’s term is three years. Prior to the expiration of the term, the shareholders’ meeting may4not remove him/her without cause. The executive director andfinancial officers can not concurrently hold the position of supervisor.The supervisor has the following duties:(1) check the financial status of the company;(2) Investigate the executive director and the manager to see ifthey have broken the law,rules and the company’s regula tions;(3) ask the executive director and the manager to rectify themselves when their behaviordamage the company’s interests;(4) propose to convene an interim shareholders’ meeting.Chapter 8 Finance and AccountingArticle 35 The company should establish its financial and accounting system and pay tax as required by laws, regulations and other rules.Article 36 Financial and accounting reports should be completed atthe end of every fiscal year.The financial and accounting reports shall contain the following information:(1) balance sheet;(2) profit and loss statement;(3) cash flow statement;(4) financial situation statement;(5) statement of profit distribution.Article 37 When the company distributes the annual after-taxprofits , it shall allocate 10% of its profits to its statutory common reserve fund, 5% - 10% as its statutory welfare fund. Allocation to the company's statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the company's registered capital.If the statutory common reserve fund can’t be able to offset the company’s losses of theprevious year, profits should be first allocated to make up the losses and then allocated to the statutory common reserve fund and welfare fund.After the allocations of the statutory common reserve fund and welfare fund, the rest of the profit shall be allocated among the shareholders in proportion to their shares.Article 38 The statutory common reserve is used to make up losses, expand the company’sproduction and operation, or be converted to the company’s increased capital.Article 39 The statutory welfare fund is used for the collective welfare of the company’semployees.Article 40 The company shall not set up any other accounting books than those required by laws.Article 41 No personal bank account shall be opened to deposit the company’s funds.Chapter 9 Dissolution and LiquidationArticle 42 The company’s merger or division shall be conducted in accordance with the laws and rules.Article 43 The company shall be dissolved upon the occurrence of statutory situations.Article 44 In the event of normal (non-compulsory) dissolution, a liquidation group shall be established by the shareholders’ meeting within 15 days.5Article 45 After the establishment of the liquidation group, the company should stop all the activities other than those related to liquidation.Article 46 The liquidation group has the following duties:(1) liquidate the company’s assets, draw up the balance sheet and property list;(2) inform the creditors by notice or public announcement;(3) handle or liquidate the unfinished business;(4) pay off the tax owed;(5) settle the credits and debts;(6) dispose of the remaining assets after debts;(7) participate in civil lawsuits on behalf of the company.Article 47 The liquidation group should inform the creditors within 10 days after its establishment, and publish at least three announcements in newspaper within 60 days. The liquidation group should keep the creditor s’ claims for record.Article 48 After the liquidation of the assets, drawing up the balance sheet and property list, the liquidation group should formulate a liquidation scheme and submit it to the shareholders’meeting.Article 49 The liquidated assets should be allocated in thefollowing order: 1. the liquidation expenses; 2. the employees’ wages and labor insurance fees; 3. the tax owed; 4. thecompany’s debts.The remaining assets shall be allocated to the shareholders in proportion to their shares.Article 50 After the completion of the above work, the liquidation group will make a report which should be submitted to the shareholders’ meeting or relevant authority, and cancellationfiling should be made with Industrial and Commercial Administration. Public announcement of the company’s cancellation should be made timely.Article 51 The members of the liquidation group shall keep their fiduciary duties. They are not allowed not accept bribes or otherillegal incomes by taking advantage of their duties, and possess the company’s properties illegally.If the company or its creditors suffer any loss due to the violation of their fiduciary duties, the violating members of the liquidationgroup should take any possible liability.Chapter 10 The Other ProvisionsArticle 52 This Articles of Incorporation should be amended if any item therein is changed or amended.The modification of the Article of Association shall conform to the Company Law and other rules and regulations.Articles 53 Amendments ap proved by the shareholders’ meeting shall be filed withIndustrial and Commercial Administration.Article 54 In the case of any items conflicting with laws and rules, the national laws and rules shall prevail.Article 55 Supplementary resolutions approv ed by the shareholders’ meeting are part of theArticles of Incorporation, and should be filed with Industrial and Commercial Administration.Article 56 The authority to interpret the Articles of Incorporation belongs to the shareholders’ meeting, and th e Articles of Incorporation will take into effect upon the registration of the company with Industrial and Commercial Administration.6Signatures or Seals of the Shareholders:Date:7。

公司章程中英文对照Article 1: General Provisions 第一章：总则1.1 Name 公司名称公司名称为[公司名称]，以下简称为“公司”。

1.2 Registered Office 注册办事处公司注册办事处位于[注册办事处地址]。

1.3 Legal Form 法定形式公司以[公司类型]形式依照[管辖地]法律设立。

Article 2: Objectives 第二章：目的2.1 Objectives 目的- To engage in [Business Activity 1]- To engage in [Business Activity 2]- To engage in any other business activity as approved by the Board of Directors.公司目的如下：-从事[经营活动1]；-从事[经营活动2]；-从事董事会批准的其他经营活动。

Article 3: Share Capital 第三章：股本3.1 Authorized Share Capital 授权股本公司授权股本为[授权股本]，分为[股份数量]股，每股面值为[面值]。

3.2 Issued Share Capital 发行股本公司发行股本为[发行股本]，分为[股份数量]股，每股面值为[面值]。

Article 4: Management 第四章：管理4.1 Board of Directors 董事会The Board of Directors shall consist of [Number of Directors] directors, including [Number of Independent Directors] independent directors.董事会由[董事人数]名董事组成，其中包括[独立董事人数]名独立董事。

4.1.2 Duties 职责The Board of Directors shall have the following duties:- To authoriz decisions on major issues, such as investments, financing, and mergers.- To appoint and dismiss the General Manager and othersenior executives.董事会应承担以下职责：-制定和实施公司的战略和政策。

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！ ==公司章程英文版公司章程英文版ONE：The name of this corporation is ____. 第一条本公司名称为_____。

TWO：The purpose of this corporation is to engage in any lawfulact or activity for which a corporation may be organized under the General Corporation Law of Massachusetts other than the banking business，the trust company business or the practice of a profession permitted to be incorporated by the Massachusetts Corporations Code.第二条本公司的宗旨是从事马萨诸塞州一般公司法所规定的公司能够从事的一切合法行为或活动，《马萨诸塞州公司法典》所规定的金融业务、信托公司业务或专业活动不属本公司业务范畴。

THREE：The name and address in this state of the corporation's initial agent for service of process is：第三条本公司发起人姓名及其在本州的法定地址为：FOUR：This corporation is authorized to issue only one class of shares of stock which shall be designated common stock. The total number of shares it is authorized to issue is ____ shares.第四条本公司仅有权发行一种股票，该股票为普通股。

公司章程英文PreambleThe Articles of Association of the Company are hereby established in accordance with the relevant laws and regulations of the People's Republic of China, for the purpose of regulating the organization and behavior of the Company, safeguarding the legitimate rights and interests of the Company, shareholders, directors, supervisors, and senior management, and promoting the sustained, stable, and healthy development of the Company.Article 1 - Name and domicile of the CompanyThe name of the Company shall be ________________, andits domicile shall be at ________________.Article 2 - Purpose of the CompanyThe purpose of the Company shall be to engage in the business of ________________, in accordance with laws and regulations, and to earn profits for the shareholders.Article 3 - Form and registered capital of the CompanyThe Company shall be a limited liability company with a registered capital of RMB ____________.Article 4 - Shareholders and their rightsThe shareholders of the Company shall enjoy the following rights:(1) To attend or be represented at the Shareholders' Meeting and exercise voting rights in accordance with their shareholding ratio;(2) To enjoy dividend distributions in accordance with their shareholding ratio;(3) To be informed of the Company's business operations, financial condition, and profit and loss status;(4) To elect and be elected as directors or supervisors;(5) To sell or transfer their shares in accordance with laws and regulations;(6) To obtain compensation for losses suffered due to the Company's violation of laws, regulations, or the Articles of Association; and(7) Other rights prescribed by laws and regulations.Article 5 - Obligations of shareholdersThe shareholders of the Company shall fulfill the following obligations:(1) To comply with laws, regulations, and the Articles of Association;(2) To timely contribute capital in accordance with the provisions of the Articles of Association;(3) Not to withdraw their capital contributions without authorization;(4) To safeguard the interests of the Company;(5) To provide information and materials as requested by the Company for business operations; and(6) Other obligations prescribed by laws and regulations.Article 6 - Organization and powers of the Shareholders' MeetingThe Shareholders' Meeting shall be the highest governing body of the Company, and shall exercise the following powers:(1) To decide on major matters related to the Company's business;(2) To elect and replace directors and supervisors;(3) To decide on the remuneration of directors and supervisors;(4) To review and adopt the annual financial statements and profit distribution plans of the Company;(5) To decide on the increase or reduction of registered capital;(6) To adopt resolutions on the merger, division, dissolution, or transformation of the Company;(7) To amend the Articles of Association; and(8) Other powers prescribed by laws and regulations.Article 7 - Board of DirectorsThe Company shall establish a Board of Directors, which shall exercise the following powers:(1) To decide on the Company's business plans and investment plans;(2) To appoint and remove the Company's general manager, deputy general managers, and other senior management personnel, and decide on their remuneration;(3) To formulate the Company's basic management system;(4) To formulate the Company's specific plans for implementing the Shareholders' Meeting resolutions;(5) To propose dividend distribution plans and compensation plans for shareholder losses;(6) To decide on the Company's daily management matters; and(7) Other powers prescribed by laws and regulations or authorized by the Shareholders' Meeting.Article 8 - Powers and obligations of directorsThe directors shall exercise their powers in good faith, in the best interests of the Company, and in accordance with laws, regulations, and the Articles of Association. Theyshall fulfill the following obligations:(1) To diligently perform their duties and exercise their powers in good faith, and maintain the interests of the Company;(2) Not to abuse their authority for personal gain;(3) Not to engage in activities that compete with the Company or damage the Company's interests;(4) To disclose any conflicts of interest promptly;(5) To preserve the confidentiality of the Company's business secrets; and(6) Other obligations prescribed by laws and regulations.Article 9 - Supervisory BoardThe Company may establish a Supervisory Board, whose powers shall include:(1) To supervise the conductof the directors and senior management personnel of the Company;(2) To review and adopt the Company's financialstatements and other financial information;(3) To investigate and handle any violations of laws, regulations, or the Articles of Association by the directors, senior management personnel, or other staff of the Company;(4) To propose suggestions to the Board of Directors on improving the Company's management and supervision systems; and(5) Other powers prescribed by laws and regulations or authorized by the Shareholders' Meeting.Article 10 - Powers and obligations of supervisorsThe supervisors shall exercise their powers in good faith, in the best interests of the Company, and in accordance withlaws, regulations, and the Articles of Association. Theyshall fulfill the following obligations:(1) To diligently perform their duties and exercise their powers in good faith, and maintain the interests of the Company;(2) Not to abuse their authority for personal gain;(3) To disclose any conflicts of interest promptly;(4) To preserve the confidentiality of the Company's business secrets;(5) To attend and vote at meetings of the Supervisory Board; and(6) Other obligations prescribed by laws and regulations.Article 11 - Amendments to the Articles of AssociationAny amendments to the Articles of Association shall be adopted by a resolution of the Shareholders' Meeting, and shall be effective upon approval by the company registration authority. Amendments shall be made in accordance with laws, regulations, and the procedures prescribed by the Articles of Association.These are just some basic provisions of a company's Articles of Association. The specific content and structure may vary depending on the company's circumstances, business model, and legal requirements.。

Memorandum of Association公司章程核心提示：MEMORANDUM OF ASSOCIATION OF BBB THE COMPANIES ACTS _________(YEAR) TO_________（YEAR）PRIV A TE 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 commercial company。

（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 respectof 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， trademarks， 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 mutualassistance 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 orsecurities that may be agreed upon， and to hold and retain, or sell，mortgage and deal with any shares, debentures， debenture stock orsecurities so received。

第三十三条董事每届任期年限为三年，可连选连任。

任期届满前股东会不得无故解除其职务。

为保持公司经营活动具有连续性，每次换届，董事变动人数不应高于董事总数的三分之一。

董事长每届任期年限为三年，可连选连任。

董事任期从股东会决议通过之日起算，至本届董事会任期届满时为止。

董事任期届满未及时改选，或者董事在任期内辞职导致董事会成员低于法定人数的，在改选出的董事就任前，原董事仍应当依照法律、行政法规和公司章程的规定，履行董事职务。

Article33The tenure of the chairman of board is three years, can be reelected and reappointed, and cannot be removed before the period of occupation. In order to maintain the company business activities runs smoothly,the change of director shall not exceed one third of the total director number in every change of administration.The term of office of director is count from the day when shareholder’s meeting was passed, to the day when the term of office was ended.The expiration of the term of office but not elect new directors, or the resignation within the term of office that lead to the board of directors number less than the quorum, in this case, the former director shall fulfill the duties according to the law, administrative regulations and articles of association of the company before the elected director taking office.第三十四条董事会每半年召开一次，由董事长召集并主持。

第 1 页 & 共 41 页 公司章程英文版 公司章程英文版 ONE：The name of this corporation is ____.第一条本公司名称为_____。 TWO：The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Massachusetts other than the banking business，the trust company business or the practice of a profession permitted to be incorporated by the Massachusetts Corporations Code. 第二条本公司的宗旨是从事马萨诸塞州一般公司法所规定的公司能够从事的一切合法行为或活动，《马萨诸塞州公司法典》所规定的金融业务、信托公司业务或专业活动不属本公司业务范畴。 THREE：The name and address in this state of the corporation's initial agent for service of process is： 第三条本公司发起人姓名及其在本州的法定地址为： FOUR：This corporation is authorized to issue only one class of shares of stock which shall be designated common stock.The total number of shares it is authorized to issue is ____shares. 第四条本公司仅有权发行一种股票，该股票为普通股。授权所发行股票的总股额为____股。 FIVE：The names and addresses of the persons who are appointed to act as the initial directors of this corporation are： 第 2 页 & 共 41 页

（美国）公司章程Articles of association, memorandum of association, by-law 均有公司章程的含义，美国与英国和加拿大等国的用法有一定的差异。

Articles of ass ociation 在美国一般指组建公司时有关政府当局提交的公司简章，其内容简单，通常只包括公司名称，公司存在的时间、经营目的、股份数额、股票种类、董事姓名、地址；而在公司被批准成立后，公司内部管理等许多具体事项则由b y-laws（或articles of amendment）予以规定，故by-laws 在美国即等同公司章程细则或公司内部章程（在英国或加拿大articles of amendment 是指公司体制等更改的规章）。

在英国及加拿大，articles of association 是指公司章程细则或内部管理章程，而memorandum of association （或articles of incorporation）则是组建公司时向有关部门提交的公司组织大纲。

相比之下，我国的公司组织章程是将公司简章和章程细则（或内部规章）合成一个文件，称为公司章程，因而，在翻译时，中国意义上的“公司章程”实际上等同于ar ticles of association 加上by-laws （美式英语）或memorandum of associ ation 加上articles of association（英式英语）。

（美国）公司章程Articles of Incorporation and By-Laws1) 公司组织大纲ARTICLES OFINCORPORATIONOF__________________________________××公司组织大纲First：The name of this corporation is __________________________ ______.第一条：本公司名称为______________________________________.Second: The purpose of this corporation is to engage in any lawf ul act or activity for which a corporation may be organized under th e General Corporation Law of the state other than the banking busine ss, the trust company business or the practice of a profession permi tted to be incorporated by the State Corporations Code.第二条：本公司的宗旨是从事××州一般公司法规定的公司能够从事的一切合法行为或活动。