有限责任公司章程(英文版)

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公司章程英文版

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。

xx有限责任公司章程-中英对照版

BYLAWS OF XXXX, INC. HUI-107483v2ARTICLE IOFFICES1.01Registered Office。

The registered office, until changed by action of the Board of Directors, shall be 738 Highway 6 South, Houston，Texas, 77079，USA.1.02Other Offices。

The corporation also may have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or as the business of the corporation may require。

ARTICLE IIMEETINGS OF THE SHAREHOLDERS2.01Place of Meetings。

All meetings of shareholders for the election of directors or for any other proper purpose shall be held at such place within or without the State of Texas as the Board of Directors may from time to time designate, as stated in the notice of such meeting or a duly executed waiver of notice thereof。

2.02Annual Meeting。

An annual meeting of shareholders shall be held at such time and date as the Board of Directors may determine. At such meeting the shareholders entitled to vote shall elect a Board of Directors and may transact such other business as may properly be brought before the meeting。

公司章程中英文对照

公司章程中英文对照第一章总则 Chapter 1 General Provisions本公司为有限责任公司。

第三条公司注册地址 Article 3 Registered Address本公司注册地址为[公司注册地址]。

本公司的业务范围包括但不限于：[公司的业务范围描述]。

第三章股东权益与股权转让 Chapter 3 Shareholder's Rights and Transfer of Shares第五条股东权益 Article 5 Shareholder's Rights股东享有按照股权比例分享公司利润的权益，并有权参与公司事务的决策和监督。

第六条股权转让 Article 6 Transfer of Shares在获得其他股东的同意及符合相关法律法规的情况下，股东可以转让其持有的股权。

第四章公司治理 Chapter 4 Corporate Governance公司设立董事会，董事会由几名董事组成，其中包括一名董事长。

第八条董事会职权 Article 8 Powers of the Board of Directors 董事会负责制定公司的战略与发展规划，并对公司的经营管理进行监督和决策。

第九条董事任免 Article 9 Appointment and Removal of Directors董事由股东大会选举产生，任期为五年。

Article 9 Directors are elected by the shareholders' meeting and serve a term of five years.第十条高级管理层 Article 10 Senior Management公司设立总经理，由董事会聘任，并对公司的日常经营管理负责。

第五章财务管理 Chapter 5 Financial Management第十一条财务报告 Article 11 Financial Reports公司应按照相关法律法规的要求，定期编制和公布财务报告。

公司章程英文版

Article 9: Corporate registered capital will be subscribed in two phases. EachShareholders, 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.Article 10: Shareholders should subscribe their own sufficient capital contributions on schedule and obtain the certificate issued by legally authorized institution.Chapter ⅣShareholdersArticle 11: 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.(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.Article 12: Relevant Obligations as Follows:(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.Chapter ⅤStock Rights TransferArticle 13: Shareholders can transfer their part or whole stock rights internally.Article 14: Shareholders shall not transfer their stock equity to those who are 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.Chapter Ⅵ Shareholders' MeetingArticle 15: Shareholders' meeting, made up of all shareholders, performs as the authorities of company and have the following duties：(1)Determine business policies and investment plans.(2)V ote 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.Article 16: Shareholders can exercise their vote rights by attending 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.Article 17: The initial conference of shareholders’ meeting shall be summoned and held by SRPT.Article 18: Shareholders exercise their vote under the proportion of subscribed contributions in the conference of shareholders’ meeting.Article 19: The conference of shareholders’ m eeting can be classified into regular 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.Article 20: Shareholders’meeting is summoned by directorate and held by 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 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 conferenceArticle 21: Any resolution made in shareholders’meeting cannot come into effect 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.Chapter Ⅶ Directorate, President and SupervisorsArticle 22: There are 5 members in the directorate which contains 3 directors 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.Article 23: The directorate is responsible to shareholder s’ meeting and entitled to 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.Article 24:Directorate conference is summoned by directorate and held by 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.Article 25: The directorate should have at least 2 conferences annually which are summoned by the chairman who is supposed to inform all directors and supervisors in writing 10 days ahead of conference.Article 26: Interim meetings cannot be held unless shareholders who enjoy 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.Article 27: The ways of directorate’s informing interim conference can be written 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.Article 28: Directorate conference only can be held under over 50% directors’attendance. The directorate resolutions shall be voted for by more than half of the whole directors, under conditions of one person one vote.Article 29: Affiliated transactions should go through the discussion of 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.Article 30: Directors vote for the submitted affairs by ballot, which is the way of vote for directorate resolution. The directorate conference shall be held on the spot.Article 31: Directors shall be themselves present at the conference. Provided 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.Article 32: The directorate shall convert the decisions of items discussed into minutes with the signatures of directors attending the conference. Directorate minutes should be preserved as company archives for at least 10 years.Article 33: Directors shall sign the board resolutions and undertake its 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.Article 34: Company creates the job of general manager employed by the board. 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.Article 35: Company creates a job of supervisor appointed by CSIPE. The 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.Article 36: Powers for supervisor follows:(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 ofassociation.(5) Bring forward proposal for shareholders’ meeting.(6) Conduct prosecution to directors and senior management under provision 152of the Company Law.(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 charges covered by company. The necessary expenses during his performance will be provided by company.Chapter Ⅷ Financial Accounting and Profit SharingArticle 37: Company shall conform to laws, administrative rules and 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.Article 38: Profit should be shared in such an order after income tax has been 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.Chapter Ⅸ Dissolution and LiquidationArticle 39: Company can be dissolved if meeting one of following occurrences:(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.(5) Courts fulfill dissolution under article 183 of the Company Law.(6) Other occurrences stipulated by laws and administrative rules.Article 40: If the dissolution meets the occurrences mentioned in clause 1, 2, 4, 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.Article 41: Liquidation group, made up of shareholders, shall act under the Company Law, relevant laws and rules, and assume their liabilities.Chapter Ⅹ Supplementary ProvisionsArticle 42: Registration matters verified by registration authority shall prevail.Article 43: if the articles of association contradict state laws or administrative rules, the latter shall prevail.Article 44: The term of ‘more than’should be inclusive; ‘more than half’should be exclusive.Article 45: The board of directors is responsible for the interpretation of the article of association.Article 46: The articles of association are made quadruplication. One copy shall be submitted to registration authority.Legal Representative：Legal Representative：11。

有限公司章程模板(英文版)

有限公司章程模板(英文版)LLC AGREEMENT LIMITED LIABILITY COMPANY AGREEMENTOFWELLS REIT II – STERLINGCOMMERCE, LLCThis Limited Liability Company Agreement (togetherwith the schedules attached hereto, this “Agreement”) of Wells REIT II –Sterling Commerce, LLC, a Delaware limited liability company (registered toconduct business in the State of Texas as Wells REIT II – Sterling Commerce GP,LLC) (the “Company”), dated as of November 15, 2006 is entered intoby Wells Operating Partnership II, L.P., a Delaware limited partnership, as thesole member (the “Member”). Capitalized terms used and not otherwisedefined herein have the meanings set forth on Schedule A hereto.RECITALSWHEREAS, the Company was formed as a limited liabilitycompany in Delaware on November 15, 2006, under the name “Wells REIT II –Sterling Commerce, LLC,” pursuant to and in accordance with the DelawareLimited Liability Company Act (6 Del. C. § 18-101, et seq.),as amended from time to time (the “Act”); andWHEREAS, the Company was registered to do business inthe State of Texas on December 13, 2006 under the name of Wells REIT II –Sterling Commerce GP, LLC; andWHEREAS, the parties hereto wish to make thisAgreement the sole governing document of the Company.Now, THEREFORE, the Member hereby agrees as follows:Section 1. Name.The name of the limited liability company is WellsREIT II – Sterling Commerce, LLC.Section 2. Principal BusinessOffice.The principal business office of the Company shall belocated at c/o Wells Operating Partnership II, L.P., 6200 The Corners Parkway,Norcross, Georgia 30092, or such other location as may hereafter be determinedby the Member.Section 3. Registered Office.The address of the registered office of the Company inthe State of Delaware is Corporation Trust Center, 1209 Orange Street,Wilmington, New Castle County, Delaware 19801.Section 4. RegisteredAgent.The name and address of the registered agent of theCompany for service of process on the Company in the State of Delaware are TheCorporation Trust Company, 1209 Orange Street, Wilmington, New CastleCounty,Delaware 19801.Section 5. Members.(a) The mailingaddress of the Member is set forth on Schedule B attached hereto.(b) The Member mayact by written consent. Section 6. Certificates.(a) TheCertificate of Formation of the Company was duly filed with the office of theSecretary of State of the State of Delaware by an “authorized person” withinthe meaning of the Act and is hereby approved and ratified in all respects. TheMember, or such natural persons as the Member may designate, shall execute,deliver and file any other certificates (and any amendments and/or restatementsthereof) necessary for the Company to qualify to do business in anyjurisdiction in which the Company may wish to conduct business.(b) The existenceof the Company as a separate legal entity shall continue until cancellation ofthe Certificate of Formation as provided in the Act.Section 7. Purpose and Term.The purpose to be conducted or promoted by the Company is to engage solely inthe following activities:(b) The term of the Company shall commence on the datethe Certificate of Formation was filed with the Secretary of State of the Stateof Delaware and will continue to the earlier of the date on which the Companyis dissolved in accordance with the Act or this Agreement.2Section 8. Powers.The Company, and the Member on behalf of the Company,(i) shall have and exercise all powers necessary, convenient or incidentalto accomplish its purposes as set forth in Section 7 and(ii) shall have and exercise all of the powers and rights conferred uponlimited liability companies formed pursuant to the Act.Section 9. Management.(a) The businessand affairs of the Company shall be managed by or under the direction of theMember.(b) Powers.The Member shall have the power to do any and all acts necessary, convenient orincidental to or for the furtherance of the purposes describedherein,including all powers, statutory or otherwise. Subject to Sections 7 and 9,the Member has the authority to bind the Company.(c) Member asAgent. To the extent of its powers set forth in this Agreement, the Memberis an agent of the Company for the purpose of the Business, and the actionsofthe Member taken in accordance with such powers set forth in this Agreementshall bind the Company.Section 10. IntentionallyOmitted.Section 11. IntentionallyOmitted.Section 12. Limited Liability.Except as otherwise expressly provided by the Act, thedebts, obligations and liabilities of the Company, whether arising in contract,tort or otherwise, shall be the debts, obligations and liabilities solely ofthe Company, and the Member shall not be obligated personally for any suchdebt, obligation or liability of the Company solely by reason of being a Memberof the Company.Section 13. CapitalContributions.The Member shall have the right, but not theobligation, to make capital contributions to the Company from time to time. Theprovisions of this Agreement, including this Section 13, areintended to benefit the Member and, to the fullest extent permitted by law,shall not be construed as conferring any benefit upon any creditor of theCompany (other than a Covered Person) (and no such creditor of the Companyshall be a third-party beneficiary of this Agreement) and the Member shall nothave any duty or obligation to any creditor of the Company to make anycontribution to the Company or to issue any call for capital pursuant to this Agreement.3Section 14. Allocationof Profits and Losses.The Company’s profits and losses shall be allocated tothe Member.Section 15. Distributions.Distributions shall be made to the Member at the timesand in the aggregate amounts determined by the Member. Notwithstanding anyprovision to the contrary contained in this Agreement, the Company shall not berequired to make a distribution to the Member on account of its interest in theCompany if such distribution would violate the Act or any other applicable law. Section 16. Books and Records.The Member shall keep or cause to be kept complete andaccurate books of account and records with respect to the Business. The Memberand its duly authorized representatives shall have the right to examine theCompany books, records and documents during normal business hours. TheCompany’s books of account shall be kept using the method of accountingdetermined by the Member. The fiscal year of the Company shall be the calendaryear.Section 17. Other Business.Notwithstanding any other duty existing at law or inequity, the Member and any Affiliate of the Member may engage in, invest orparticipate in other business ventures of every kind and description includingwithout limitation, the ownership of, investment in, or operation andmanagement of real property, whether or not any such business venture competeswith the business of the Company, independently or with others. The Companyshall not have any rights in or to suchindependent ventures or the income orprofits therefrom by virtue of this Agreement.Section 18. Exculpation andIndemnification.(a) To the fullestextent permitted by applicable law, neither the Member nor any officer,director, employee, agent or Affiliate of the foregoing (collectively, the “CoveredPersons”) shall be liable to the Company or any other Person who is boundby this Agreement for any loss, damage or claim incurred by reason of any actor omission performed or omitted by such Covered Person in good faith on behalfof the Company and in a manner reasonably believed to be within the scope ofthe authority conferred on such Covered Person by this Agreement, except that aCovered Person shall be liable for any such loss, damage or claim incurred byreason of such Covered Pe rson’s gross negligence or willful misconduct.(b) To the fullestextent permitted by applicable law, a Covered Person shall be entitled toindemnification from the Company for any loss, damage or claim incurred by suchCovered Person by reason of any act or omission performed or omitted by suchCovered Person4in good faith on behalf of theCompany and in a manner reasonably believed to be within the scope of theauthority conferred on such Covered Person by this Agreement, except that noCovered Person shall be entitled to be indemnified in respect of any loss,damage or claim incurred by such Covered Person by reason of such CoveredPerson’s gross negligence or willful misconductwith respect to such acts oromissions; provided, however, that any indemnity under this Section 18by the Company shall be provided out of and to the extent of Company assetsonly, and the Member shall not have personal liability on account thereof.(c) To the fullestextent permitted by applicable law, expenses (including reasonable legal fees)incurred by a Covered Person defending any claim, demand, action, suit orproceeding shall, from time to time, be advanced by the Company prior to thefinal disposition of such claim, demand, action, suit or proceeding uponreceipt by the Company of an undertaking by or on behalf of the Covered Personto repay such amount if it shall be determined that the Covered Person is notentitled to be indemnified as authorized in this Section 18.(d) A CoveredPerson shall be fully protected in relying in good faith upon the records ofthe Company and upon such information, opinions, reports or statementspresented to the Company by any Person as to matters the Covered Personreasonably believes are within such other Person’s professional or exp ertcompetence and who has been selected with reasonable care by or on behalf ofthe Company, including information, opinions, reports or statements as to thevalue and amount of the assets, liabilities, or any other facts pertinent to theexistence and amount of assets from which distributions to the Member mightproperly be paid.(e) The provisionsof this Agreement, to the extent that they restrict or eliminate the duties andliabilities of a Covered Person to the Company or the Member otherwise existingat law or in equity, are agreed by the parties heretoto replace such otherduties and liabilities of such Covered Person.(f) The foregoingprovisions of this Section 18 shall survive any termination of thisAgreement.Section 19. Assignments.Subject to Section 21, the Member mayassign in whole or in part its limited liability company interest in theCompany as it may determine in its sole discretion. The transferee shall beadmitted to the Company as a member of the Company upon its execution of aninstrument signifying its agreement to be bound by the terms and conditions ofthis Agreement, which instrument may be a counterpart signature page to thisAgreement. Any such transferee may receive an interest in the Company withoutmaking a contribution or being obligated to make a contribution to the Company.If the Member transfers all of its limited liability company interest in theCompany pursuant to this Section 19, such admission shall be deemedeffective immediately prior to the transfer and, immediately following suchadmission, the transferor Member shall cease to be a member of the Company.5Section 20. Resignation.The Member may resign from the Company. If the Memberresigns pursuant to this Section 20, an additional member of theCompany shall be admitted to the Company upon its execution of an instrumentsignifying its agreement to be bound by the terms and conditions ofthisAgreement, which instrument may be a counterpart signature page to thisAgreement. Such admission shall be deemed effective immediately prior to theresignation and, immediately following such admission, the resigning Membershall cease to be a member of the Company. Section 21. Admission ofAdditional Members.One or more additional Members of the Company may beadmitted to the Company with the written consent of the Member.Section 22. Dissolution.(a) The Companyshall be dissolved, and its affairs shall be wound up upon the first to occurof the following: (i) the termination of the legal existence of the lastremaining member of the Company or the occurrence of any other event whichterminates the continued membership of the last remaining member of the Companyin the Company unless the business of the Company is continued in a mannerpermitted by this Agreement or the Act, and (ii) the entry of a decree ofjudicial dissolution under Section 18-802 of the Act. Upon the occurrence ofany event that causes the last remaining member of the Company to cease to be amember of the Company or that causes the Member to cease to be a member of theCompany (other than upon continuation of the Company without dissolutionupon(i) an assignment by the Member of all of its limited liability companyinterest in the Company and the admission of the transferee pursuant to Sections19 and 21, or (ii) the resignation of the Member and the admission ofan additional member of the Company pursuant to Sections 20 and 21), tothe fullest extent permitted by law,the personal representative of such memberis hereby authorized to, and shall, within 90 days after the occurrence of theevent that terminated the continued membership of such member in the Company,agree in writing (i) to continue the Company and (ii) to theadmission of the personal representative or its nominee or designee, as thecase may be, as a substitute member of the Company, effective as of theoccurrence of the event that terminated the continued membership of such memberin the Company.(b) Notwithstanding any other provision of thisAgreement, the Bankruptcy of the Member shall not cause the Member to cease tobe a member of the Company and upon the occurrence of such an event, theCompany shall continue without dissolution.(c) In the eventof dissolution, the Company shall conduct only such activities as are necessaryto wind up its affairs (including the sale of the assets of the Company in anorderly manner), and the assets of the Company shall be applied in the manner,and in the order of priority, set forth in Section 18-804 of the Act.6(d) The Company shall terminate when(i) all of the assets of the Company, after payment of or due provisionfor all debts, liabilities and obligations of the Company shall have beendistributed to the Member in the manner provided for in this Agreement and(ii) the Certificate of Formation shall have been canceled in the mannerrequired by the Act.Section 23. Waiver ofPartition; Nature of Interest.Except as otherwise expressly provided in thisAgreement, to the fullest extent permitted by law, the Member herebyirrevocably waives any right or power that such Person might have to instituteany proceeding at law or in equity to cause the dissolution, liquidation,winding up or termination of the Company. The Member shall not have anyinterest in any specific assets of the Company, and the Member shall not havethe status of a creditor with respect to any distribution pursuant to Section 15hereof. The interest of the Member in the Company is personal property.Section 24. Benefits ofAgreement; No Third-Party Rights.None of the provisions of this Agreement shall be forthe benefit of or enforceable by any creditor of the Company or by any creditorof the Member. Nothing in this Agreement shall be deemed to create any right inany Person (other than Covered Persons) not a party hereto, and this Agreementshall not be construed in any respect to be a contract in whole or in part forthe benefit of any third Person (other than Covered Persons).Section 25. Severability ofProvisions.Each provision of this Agreement shall be consideredseverable and if for any reason any provision or provisions herein aredetermined to be invalid, unenforceable or illegal under any existing or futurelaw, such invalidity, unenforceability or illegality shall not impair theoperation of or affect those portions of this Agreement which are valid,enforceable and legal.Section 26. Entire Agreement.This Agreement constitutes the entire agreement of theparties with respect to the subject matter hereof. Section 27. Binding Agreement.Notwithstanding any other provision of this Agreement,the Member agrees that this Agreement, including, without limitation, Sections7, 8, 9, 18, 19, 20, 21, 22,24, 27 and 29, constitutes a legal, valid and bindingagreement of the Member.7Section 28. GoverningLaw.This Agreement shall be governed by and construedunder the laws of the State of Delaware (without regard to conflict of lawsprinciples), all rights and remedies being governed by said laws.Section 29. Amendments.Agreement may be modified, altered, supplemented oramended pursuant to a written agreement executed and delivered by the Member.Section 30. Counterparts.This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original of this Agreement andall of which together shall constitute one and the same instrument.Section 31. Notices.Any notices required to be delivered hereunder shallbe in writing and personally delivered, mailed or sent by telecopy, electronicmail or other similar form of rapid transmission, and shall be deemed to havebeen duly given upon receipt (a) in the case of the Company, to theCompany at its address in Section 2, (b) in the case of theMember, to the Member at its address as listed on Schedule B attachedhereto and (c) in the case of either of the foregoing, at such otheraddress as may be designated by written notice to the other party.Section 32. Effectiveness.Pursuant to Section 18-201(d) of the Act, thisAgreement shall be effective as of the date first written above.[Signature Page Follows]8IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,has duly executed this Agreement as of the date first written above.SCHEDULE ADefinitionsA. DefinitionsWhen used in this Agreement, the following terms nototherwise defined herein have the following meanings:“Act” has the meaning set forth in the recitalsof this Agreement.“Affiliate” means any Person Controlling orControlled by or under common Control with the Company, including, withoutlimitation, (i) any Person who has a familial relationship, by blood,marriage or otherwise with any Member or employee of the Company, or anyAffiliate thereof, and (ii) any Person that receives compensation for administrative,legal or accounting services from the Company or any Affiliate of the Company.“Agreement” means this Limited LiabilityCompany Agreement of the Company, together with the schedules attached hereto,as amended, restated or supplemented or otherwise modified from time to time.“Bankruptcy” means, with respect to any Person,if such Person (i) makes an assignment for the benefit of creditors,(ii) files a voluntary petition in bankruptcy, (iii) is adjudged abankrupt or insolvent, or has entered against it an order for relief, in anybankruptcy or insolvency proceedings, (iv) files a petition oranswerseeking for itself any reorganization, arrangement, composition, readjustment,liquidation or similar relief under any statute, law or regulation,(v) files an answer or other pleading admitting or failing to contest thematerial allegations of a petition filed against it in any proceeding of thisnature, (vi) seeks, consents to or acquiesces in the appointment of atrustee, receiver or liquidator of the Person or of all or any substantial partof its properties, or (vii) if 120 days after the commencement of anyproceeding against the Person seeking reorganization, arrangement, composition,readjustment, liquidation or similar relief under any statute, law orregulation, if the proceeding has not been dismissed, or if within 90 daysafter the appointment without such Person’s consent or acquiescence of atrustee, receiver or liquidator of such Person or of all or any substantialpart of its properties, the appointment is not vacated or stayed, or within 90days after the expiration of any such stay, the appointment is not vacated. Theforegoing definition of “Bankruptcy” is intended to replace and shall supersedeand replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and18-304 of the Act.“Business” means: (i) to acquire theProperty, and (ii) to own, hold, sell, assign, transfer, lease, mortgage,pledge, manage, operate and otherwise deal with the Property.“Certificate of Formation” means theCertificate of Formation of the Company filed with the Secretary of State ofthe State of Delaware, as amended or amended and restated from time to time.1“Company” means Wells REIT II – Sterling Commerce, LLC, a Delawarelimited liability company (registered to conduct business in the State of Texasas Wells REIT II – Sterling Commerce GP, LLC).“Control” means, when used with respect to anyspecified Person, the power to direct the management and policies of suchPerson, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise. “Controlling” and “Controlled” shall havecorrelative meanings.“Covered Persons” has the meaning set forth in Section 18(a).“Material Action” means to instituteproceedings t o have the Company be adjudicated bankrupt or insolvent, orconsent to the institution of bankruptcy or insolvency proceedings against theCompany or file a petition seeking, or consent to, reorganization or reliefwith respect to the Company under any applicable federal or state law relatingto bankruptcy, or consent to the appointment of a receiver, liquidator,assignee, trustee, sequestrator (or other similar official) of the Company or asubstantial part of its property, or make any assignment for the benefit ofcreditors of the Company, or admit in writing the Company’s inability to payits debts generally as they become due, or take action in furtherance of anysuch action, or, to the fullest extent permitted by law, dissolve or liquidatethe Company.“Member” means Wells Operating Partnership II,L.P., a Delaware limited partnership, and any successor to theMember appointedpursuant to this Agreement, and includes any Person admitted as an additionalmember of the Company or a substitute member of the Company pursuant to theprovisions of this Agreement, each in its capacity as a member of the Company.“Person” means any individual,corporation,partnership, joint venture, limited liability company, limited liabilitypartnership, association, joint stock company, trust (including any beneficiarythereof), unincorporated organization, or other organization, whether or not alegal entity, and any governmental authority.“Property” means the real property andimprovements commonly referred to as __________ located in Irving, Texas.B. Rules of ConstructionDefinitions in this Agreement apply equally to boththe singular and plural forms of the defined terms. The words “include” and“including” shall be deemed to be followed by the phrase “without limitation.”The term s “herein,” “hereof” and “hereunder” and other words of similar importrefer to this Agreement as a whole and not to any particular Section, paragraphor subdivision. The Section titles appear as a matter of convenience only andshall not affect the interpretation of this Agreement. All Section, paragraph,clause, Exhibit or Schedule references not attributed to a particular documentshall be references to such parts of this Agreement.2SCHEDULE B Member。

公司章程英文范本

公司章程英文范本BYLAWS OF COMPANY ABCArticle I: Name and OfficesSection 1. Name. The name of the corporation shall be Company ABC.Section 2. Offices. The registered office of the corporation required by law to be maintained in the State of [State], and the principal office of the corporation shall be located at [Address]. The corporation may have such other offices, either within or outside the State of [State], as the Board of Directors may designate or as the business of the corporation may require from time to time.Article II: PurposeSection 1. Purpose. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of [State].Article III: ShareholdersSection 1. Annual Meeting. An annual meeting of the shareholders shall be held each year on a date and time designated by the Board of Directors.Section 2. Notice of Meetings. Notice stating the place, date, and hour of the annual meeting shall be given to each shareholder entitled to vote at the meeting not less than [number] days nor more than [number] days before the date of the meeting.Article IV: Board of DirectorsSection 1. Powers and Duties. The board of directors shall managethe business and affairs of the corporation and shall have all the powers of the corporation, except as otherwise provided by law or in the articles of incorporation.Section 2. Number and Election. The number of directors of the corporation shall be [number], and the directors shall be elected at the annual meeting of shareholders.Section 3. Term of Office. Each director shall hold office for a term of [number] years or until a successor has been elected and qualified.Section 4. Meetings. The board of directors shall meet as often as necessary, but at least [number] times per year, at a time and place designated by the board.Article V: OfficersSection 1. Officers. The officers of the corporation shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the board of directors.Section 2. Duties. The President shall be the chief executive officer of the corporation and shall have general and active management of the business of the corporation.Section 3. Term of Office. Each officer shall serve for a term of [number] years, or until a successor has been elected and qualified. Article VI: AmendmentsSection 1. Amendments. These bylaws may be amended or repealed, or new bylaws adopted, by the affirmative vote of a majority of the board of directors.IN WITNESS WHEREOF, the undersigned has executed these bylaws as of [Date].____________________________ [Name][Title]。

有限公司章程(中英)

公司章程第一章总则第一条依据《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。

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。

第二章公司的成立第三条公司名称：____________第四条住所：第五条公司的组织形式为有限责任公司。

公司股东的责任仅限于股东出资或许诺出资的公司注册资本。

除非经股东明确书面同意，公司的债权人仅对公司的资产享有追索权，无权要求投资者就公司的债务、责任以及义务进行偿还。

第六条按照《公司法》的规定，公司应为独立法人。

公司受所有相关法律的管辖和保护。

公司的活动应该遵守相关法律。

第三章公司经营范围第七条公司经营范围（以执照核准为准）：会务策划；会议服务、经济信息咨询、翻译服务。

第八条公司作为独立的经济实体开展业务，自主经营。

第九条公司拥有的权利包括但不限于：（一）为获得公司的办公地点或其他办公场所、技术或设备签订租赁、土地使用权转让和／或土地使用权出让协议；（二）为使公司有效运营，与根据相关法律或其他任何国家或地区的法律和法规设立的任何个人、实体或组织签署任何其他合同，包括有关提供公用事业、人员、家具、电器、设备、机器和任何其他用品的合同；（三）根据公司的需要借款或提供担保，并且按照相关法律不时提取、开具、接受、背书、签署和签发数额不受限制的汇票和其他可转让或不可转让的票据和债务凭证；（四）按照相关法律，通过对所有或部分公司财产进行抵押、质押或提供其他担保权益，为支付前述任何款项和其孳生的任何利息提供担保；（五）从事与前述有关的业务，并从事上述规定的任何或所有事项；（六）依照相关法律，取得并维持公司及其资产必需的所有保险；（七）从事其它任何在批准的公司经营范围内，或相关法律不时允许从事的合法行为或活动。

有限公司章程模板英文版

Articles of AssociationFor the purpose of adapting to the requirements of socialist market economy and developing productivity， the Articles of Association is made and reentered in accordance with the Company Law of the People’s 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 referred to as the Company)Article 2: The Company’s address: Post Place of Guozhuang Town， Pingdu CityChapter Two Scope of BusinessArticle 3: The scope of business: production and processing of salted vegetables， fresh vegetables， pepper and other agricultural products (sanitation license shall be valid before April 29， 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 at newspapers within 30 days after the resolution is made. Within 30 days upon receipt of the notice， the creditor who fails to receive the notice，is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through the procedures for registration of change at the Company registration organ if applicable.Chapter Four Names of Shareholders， Forms and Amount of Investment Article 5: The names of shareholders， forms and amount of investment of shareholders are as follows:Lu Ruihong: amount of investment: RMB 1，656，759.64 Yuan， accounting for 21.24% of the registered capital， in the form of money， with the investment fully funded before Aug. 24， 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 Contribution Certificate after the Company was established.Chapter Five Shareholders’ Rights and ObligationsArticle 7: Shareholders’ rights(1) Attending or authorizing representatives to attend board of shareholders and exercising voting power according to their contribution proportions;(2) Being aware of the Company’s operation and financial status;(3) 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 have transferred;(6) Preempting the newly-added registered capital of the Company according to their contribution proportions;(7) After termination of the Company， acquiring the residual assets of the Company according to laws;(8) Reading the minutes of shareholders’ meeting and financial reports of the Company.Article 8: Shareholders’ obligations:1. Abiding by Articles of Association;2. Paying the capital contributions they subscribed to on time;3. Bearing debts of the Company on the basis of capital contributions they subscribed to;4. Shall not withdraw the capital contribution after the Company is registered.Chapter Six Conditions for Transferring Capital ContributionArticle 9: The shareholders have the right to transfer all or part of the capital contributions to each other.Article 10: Transferring capital contribution of shareholders shall be negotiated by board of shareholders. If it is transferred tonon-shareholders， it must be approved by majority of all shareholders. The shareholders inform other shareholders in written form for approval on the equity transfer， and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more than half of the shareholders don’t approve such transfer， they must purchase part of the transferred capital contribution. Otherwise， it is regarded to consent to such transfer.Article 11: The Company should record the name， address and capital contribution of assignee into shareholders list after the shareholder transferred their contribution.Chapter Seven Organizations of the Company and its Formation， their Functions 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 final account plans of the Company;6. Deliberating and approving profit distribution plans and loss recovery plans of the Company;7. Making resolutions on the increase or decrease of the Company’s registered capital;8. Making resolutions on the issuance of bonds of the Company;9. Making resolutions on the merger， split-up， change of Company form，dissolution and liquidation etc;10. Revising the Articles of Association of the Company.If the shareholders are unanimous on the matters shown above in written form， the shareholders may make a resolution directly without holding the shareholder’s meeting， and all the shareholders shall sign and fix the seal on the resolution.Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage 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 15 days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rights can propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors and the shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties， the supervisor of the Company may convene and preside over such meetings; if the supervisor is unable to perform his duties， the shareholder representing 1/10 or more of the voting rights can propose to hold the shareholders’meeting at his discretion.Article 17: Shareholders’ meeting shall make a resolution to the concerned matters， which shall be adopted by the shareholders representing 2/3 or more of the voting rights， while the resolution made at a shareholders’ meeting on increasing or reducing the registered capital， merger， split-up， dissolution or change of the Company formor amending the Articles of Association shall be adopted by the shareholders representing 2/3 or more of the voting rights. The board of shareholders shall make the meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meeting minutes.Article 18: The Company sets one executive director， which shall be elected by the shareholders’ meeting. The executive directors’ term of office shall be 3 years. The executive director may， after the expiry of his term of office， hold a consecutive term upon re-election.The executive director shall exercise the following authorities:1. Convening shareholders’ meeting and reporting the status on work thereto;2. Carrying out the resolutions made at the shareholders’ meetings;3. Determining the operation plans and investment plans of the Company;4. Working out the annual financial budget plans and final account plans of the Company;5. Working out the profit distribution plans and loss recovery plans of the Company;6. Working out the plans on the increase or decrease of registered capital，and issuance of bonds of the Company;7. Drawing out the plans on merger， split-up， dissolution， change of the Company form， and etc. of the Company;8. Making decisions on the establishment of the internal management departments of the Company;9. Making decisions on nomination and election of manager of the Company，and， according to the nomination of the manager， deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remunerations;10. Drafting the Company’s basic management system;11. Other duties as specified in Articles of Association.Article 19: The Company sets one manager who shall be appointed or dismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the following authorities:1. Taking charge of the management of the production and business operations of the Company;2. Organizing the execution of the Company’s annual operational plans and investment plans;3. Drafting plans on the establishment of the Company’s internal management departments;4. Drafting the Company’s basic management system;5. Formulating the Company’s concrete bylaws;6. Proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance;7. Determining to hire or dismiss the persons-in-charge other than those who shall be decided by the executive director;The manager attends the shareholders’ meetings as a non-voting delegate. Article 20: The Company sets one supervisor who shall be elected by board of shareholders. The term of office of the supervisor shall be three years，and the supervisor may， after the expiry of his term of office， hold a consecutive term upon re-election.Article 21: The supervisor shall exercise the following authorities:1. Checking the financial affairs of the Company;2. Supervising the duty-related acts of executive directors and managing officers who violate any law， regulation， the Articles of Association of the Company;3. Demanding any executive directors and managing officers to make corrections if his act has injured the interests of the Company;4. Proposing to convene the temporary shareholders’ meeting and convening and presiding over the shareholder’s meeting when the executive director fails to convene and preside over the shareholder’s meeting.5. Bringing a lawsuit against the executive directors and managing officers.The supervisor attends the shareholders’ meeting as a non-voting delegate.Article 22: The executive director and managing officers of the 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 the Company. The executive director’s term of office shall be no more than 3 years. The executive director shall be elected and dismissed by the board of shareholders， and who may， after the expiry of his term of office，hold a consecutive term upon re-election.Article 24: The legal representative shall exercise the following authorities:1.Convening and carrying out the board resolutions， and reporting the status on work 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 accounting systems of the Company in accordance with the relevant laws，administrative regulations and provisions enacted by the financial control authorities under the State Council， prepare 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 the financial control authorities under the State Council.Article 27: Labor and employment system shall be subject to relevant national laws， regulations and provisions enacted by ministry of labor under the State Council.Chapter Ten Causes of Dissolution and Liquidation MethodArticle 28: The operation period of the Company is valid till March 30，2050.Article 29: The Company should be dissolved in case of any of the following circumstances:1. The term of business operation as stipulated by the Articles of Association expires or any of the matters for dissolution as stipulated in the Articles of Association of the Company appears;2. The shareholders’ meeting decides to dissolve it;3. It is necessary to be dissolved due to merger or split-up of the Company;4. It is ordered to close down by related administrative organs due to the violation of national laws and administrative regulations;5. The Company is unable to operate due to force majeure;6. The Company is declared bankrupt.第11 页共13 页。

有限责任公司章程范本(中英文版)

有限责任公司章程范本（中英文版）中文版的公司章程我们就见多了，那么英文版的呢?下面是精心为大家收集的有限责任公司章程范本(中英文版)，欢迎大家阅读与参考。

有限责任公司章程范本(中英文版)Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《 * 公司法》、《深圳经济特区有限责任公司条例》和有关法律法规，制定本章程。

Article 1 These articles are formulated in aordance with the Company Law of the P.R.C., the Regulations of Shenzhen Special Economic Zone on Limited Liability Companies, and relevant laws and regulations.第二条本公司(以下简称公司)的一切活动必须遵守国家的法律法规，并受国家法律法规的保护。

Article 2 The current business (hereinafter “the Company”) shall conduct all activities in aordance with state laws and regulations, and subject to the protection thereof.第三条公司在深圳市工商行政管理局登记。

Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau.名称： Company name:住所： Domicile:第四条公司经营范围为：投资兴办实业(具体项目另行申报);汽车配件的销售，国产汽车(不含小轿车)，国内商业、物质供销业(不含专营、专控、专卖商品);旧机动车交易;汽车租赁;经济信息咨询(不含限制项目);货物及技术进出口。

有限公司章程(中英文)

澳門貿易投資促進局“一站式”服務專責公證員成立公司的申請程序1.根據第29/99號法令【澳門貿易投資促進局章程】第25條第1款a)項，透過使用本局的“一站式”服務，我們的專責公證員便會向投資者提供公證及公司登記服務。

2.有關公司的設立，須繳交之費用包括公證費、印花稅、商業登記費及營業稅及其他相關證明費用等，為方便投資者，本局將預收上述之費用。

程序如下:2.1) 填寫“有限公司章程”及“股東/行政管理機關成員”身份資料表格2.2) 預繳相關費用；申請商業名稱之許可*2.3) 與公證員預約時間，簽訂公司設立公證書；開業申報(營業稅-M/1)*及申請商業登記*＊由本局代向商業登記局及財政局辦理。

註: 為更好地協助及跟進計劃，本局要求投資者提供關於「在澳之初步投資計劃」或「投資意向之初步計劃/ 意向的內容摘要」。

其他注意事項:1.公司完成登記後，僱主應於新員工入職15天內，填報M/2申報表送交“財政局職業稅中心”。

(第2/78/M號法律)2.僱主負責辦理其本身及本地員工之登記，並於每年1、4、7、10月按季地向“社會保障基金”繳交前季度的供款。

(第58/93/M號法令)3.公司於營業後，尚須設置財產清單簿冊、資產負債簿冊及議事錄。

(第40/99/M號法令)“One Stop Service” of the IPIMApplication Procedures for Notary Service and Company Registration1.According to the statute of the Macao Trade and Investment Promotion Institute, DL 29/99, article 25 section 1 (a),through the “One Stop Service” of IPIM, our notary provides a series of services and administrative procedures for company registration.2.For establishing a company, f ees include Notary’s fees, stamp duty, company registration fees, Industrial Tax andrelevant certificates fees. To facilitate investors, an advance payment is preferable. Procedures:2.1)Fill up “M&A of private limited company” and “Shareholder/Administrator identification” forms2.2)Prepay relevant fees; authorization of trade name*2.3)Make an appointment with IPIM Notary for signing Company Establishment Deed; Declaration of Commencement(Industrial Tax-M/1)* and company registration**IPIM assists in the submission of application to the Commercial Registry and Finance Services Bureau on investor s’ behalf.Note: For better assisting, IPIM requests investors to present their “Initial Investment Plan in Macao” or “Summary of Investment Intention or Plan”Other Notice:1.After completion of company registry, employers should fill M/2 form and submit it to the“Finance Services Bureau-Professional Tax Centre” within 15 days of any employment. (Law 2/78/M)2.The employer is responsible for the enrolment of his own and for his workers to the “Social Security Fund”. Quarterlypayment should be contributed in January, April, July and October of every year. (DL 58/93/M)pany should file Fixed Asset Listing, Balance Sheet and Minutes Book after operation. (DL 40/99/M)C:\iknow\docshare\data\cur_work\411223448.doc有限公司章程Memorandum & Articles of the Private Limited Company(1)有限公司Private Company一人有限公司Single Shareholder Private Company(2) 擬採用之公司名稱Proposed Company Name:一第一選擇中文Chinese:First choice 葡文Portuguese:英文English:一第二選擇中文Chinese:Second choice 葡文Portuguese:英文English:(3) 公司在本澳之註冊地址Registered Company Address in Macau:澳門Macau氹仔Taipa路環Coloane電話號碼Telephone no:傳真號碼Fax no:(4)公司所經營之業務Scope of the Business:主要Main:(5) 公司資本(澳門幣) Capital(MOP) :*註冊資本下限為澳門幣25,000元，不設上限。

英文公司章程译文-有限责任公司

ARTICLES OF ASSOCIATIONofAAAENTERPRISE LTDCHAPTER I General ProvisionsArticle 1 These Articles of Association are hereby formulated according to the COMPANY LAW OF THE PEOPLE'S REPUBLIC OF CHINA (hereinafter referred to as "Company Law") and other relevant laws and regulations as well as the actual conditions of the Company for the purpose of maintaining the legitimate benefit the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.Article 2The Company was established by B and C as AAAENTERPRISE LTD, and keeps separate accounts, conducts autonomous management and assumes sole responsibility for its profits or losses. The shareholders shall be responsible for the company in the limit of the amount of their contribution. The Company shall be liable for its debts with its all assets.CHAPTER II Name and Domicile of the CompanyArticle 3The name of the Company is:***** (Chinese)AAAENTERPRISE LTD (English)Article 4The domicile of the Company is: Room 202, , China.CHAPTER III Business Scope of the CompanyArticle 5 Business Scope: General business items: wholesale and retail of electromechanical devices, metal materials, hardware, electrical equipment, chemical products and raw materials, building materials, general merchandise, knitwear and textiles, toys, stationery, sports goods, and arts and crafts. Self-operating and agent of import and export businesses relating to articles and technologies, but except the articles and technologies prohibited and restricted by the state. Licensing business item: information services business in the second category value-added telecommunications services (limited to Internet information services.)(The above business scope excludes the business items prohibited, restricted and licensed by the national laws and regulations)CHAPTER IV Registered Capital, Names of shareholders, Amount of Capital Contribution, Forms and Time of Such ContributionArticle 6 The registered capital of the Company: RMB10,000,000.00. Article 7 The names of shareholders, amount of capital contribution, forms and time of such contribution are as follows:Shareholder A: B made its total contribution of RMB 9,000,000.00 Yuan in cash , representing 90% of the registered capital, shall pay in full before0000Shareholder B: C made its total contribution of RMB 1,000,000.00 Yuan in cash , representing 10% of the registered capital, shall pay in full before 0000CHAPTER V The Organizations of The Company and TheirEstablishment Manners, Respective Powers and The Rules ofProcedureArticle 8The shareholders’ meeting of the Company shall be composed of all the shareholders. The shareholders' meeting shall be the organ of authority of the Company and shall exercise thefollowing functions and powers:(1) to decide on the business policies and investment plans of the Company;(2) to elect and replace the executive director and the supervisor assumed by non-representatives of the employees, and to decide on mattersconcerning the remuneration of the executive director and the supervisor;(3) to review and approve reports of the executive director;(4) to review and approve reports of the supervisor;(5) to review and approve the Company's proposed annual financial budgets and final accounts;(6) to review and approve the Company's profit distribution plans and plans for making uplosses;(7) to pass resolutions on the increase or reduction of the Company's registered capital;(8) to pass resolutions on the issuance of corporate bonds;(9) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the Company; and(10) to amend the articles of association of the Company.Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 9 Discussion methods of the shareholders’ meeting: Shareholders convene a shareholders' meeting to discuss their matters, corporate shareholders attend the meeting by the legal representative, individual shareholders attend the meeting by himself. Any shareholder who cannot attend due to some reasons may appoint a representative in written form to attend on his behalf.Article 10 Shareholders' meeting shall be held once a year. When a material problem occurs, an extraordinary meeting can be convened if itis proposed by shareholders representing one-tenth or more of the voting rights, or by the executive director or the supervisor.Article 11 Voting procedures of the shareholders' meeting1、N otice of MeetingsIf a shareholders’ meeting is to be convened, every shareholdershall be notified 15 days before the meeting is held2、P reside over the meetingThe shareholders' meetings shall be convened and presided over by the executive director. If the executive director is unable or does not perform the duties of convening the shareholders' meeting, thesupervisor of the Company may convene and preside over suchmeetings. If the supervisor does not convene or preside over such meetings, the shareholder representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.3、Voting rightsThe shareholders shall exercise their voting rights at the shareholders' meetings on the basis of their respective percentage of the capital contributions, the number of voting rights on behalf of the shareholders required by each resolution at the shareh olders’ meeting are as follows:1) A resolution made at a shareholders' meeting on increasing orreducing the registered capital, merger, split-up, dissolution orchange of the corporate form shall be adopted by theshareholders representing 2 / 3 or more of the voting rights.2)The Company may amend its articles of association, but aresolution on amending the articles of association shall beadopted by the shareholders representing 2 / 3 or more of thevoting rights.3)If a company intends to provide guarantee to a shareholder oractual controller of the company, it shall make a resolutionthrough the shareholder's meeting. Such resolution shall beadopted by the affirmative votes of more than half of theshareholders (excepts The shareholder as mentioned in thepreceding paragraph or the shareholder dominated by the actualcontroller as mentioned in the preceding paragraph) attendingthe meeting.4)Other resolutions made at the shareholders' meeting shall beadopted by the shareholders representing more than 1/2 of thevoting rights.4、Records of the meetingAny decisions on the matters discussed at the shareholders’meeting shall be made into minutes which shall be signed by all the shareholders presenting at the meeting.Article 12 The first shareholders' meeting shall be convened and presided over by the shareholder who has made the largest percentageof capital contributions.Article 13 The Company shall not have a board of directors, but shall have an executive director to be appointed by the shareholders' meeting. The term of the executive director shall be no more than 3 years. An executive director may serve consecutive terms upon expiration of his term if re-appointed.Article 14The executive director shall exercise the following functions and powers:(1) convening shareholders' meetings and reporting the status on work thereto;(2) carrying out the resolutions made at the shareholders' meetings;(3) determining the Company's business plans and investment plans;(4) preparing annual financial budget plans and final accounting plans in relation to the Company;(5) formulating profit distribution plans for the Company and plans for making up any losses suffered by the Company;(6) formulating plans for increasing or reducing the Company's registered capital and for the issuance of corporate bonds;(7) formulating plans for merger, split-up, change of corporate form or dissolution in relation to the Company;(8) making decisions on the establishment of the Company's internal management structure;(9) determining the appointment or removal of the Company'smanager as well as the remuneration of the manager;(10) formulating the basic management system for the Company;Article 15The Company shall have a manager who shall be appointed or dismissed by the executive director. The manager shall be responsible to the executive director and shall exercise the following functions and powers:(1) taking charge of the management of the Company's production and business operations, and organizing the implementation of the resolutions of shareholders’ meeting;(2) organizing the implementation of annual business plans and investment plans in relation to the Company;(3) preparing the plan for the Company's internal management structure;(4) preparing the basic management system for the Company;(5) formulating specific internal rules and regulations for the Company;(6) proposing the appointment or dismissal of the deputy manager(s) and the officer in charge of finance of the Company; and(7) determining the appointment and dismissal of Company's management personnel other than those whose appointment or dismissal shall be decided by the executive director;Article 16 The Company shall have one supervisor. The term of office of the supervisor shall be three years. The supervisor may serve consecutiveterms upon expiration of his term if re-elected.Article 17 The supervisor of the Company shall exercise the following functions and powers:(1) checking the Company's financial affairs;(2) supervising the duty-related acts of the executive director and senior management personnel, and making proposals on the removal of the executive director or senior management personnel who violates any laws, administrative regulations, the articles of association of the Company or any resolutions of the shareholders' meeting;(3) demanding the executive director or senior management personnel to make corrections if his action has damaged the interests of the Company;(4) proposing to convening extraordinary shareholders' meetings, convening and presiding over shareholders' meetings when the executive director does not exercise his duty to convene and preside over the shareholders' meetings as prescribed in the Company Law;(5) putting forward proposals to shareholders' meetings; and(6) initiating actions against the executive director or senior management personnel according to Article 152 of the Company Law; The supervisor may attend the shareholders ‘meeting as non-voting delegates.Article 18 No executive director or senior management personnel may concurrently act as a supervisor.CHAPTER VI The Legal Representative of the CompanyArticle 19 The executive director shall serve as the legal representative of the Company.CHAPTER VII Other Matters Deemed Necessary By TheShareholders’ MeetingsArticle20 All or part of the stock rights of the shareholders may be transferred between the shareholders.Article 21 Where a shareholder intends to transfer his/its stock rights to any non-shareholder, he/it shall be subject to the approval of more than half of the other shareholders. The shareholder shall notify the other shareholders in written form of the matters on the transfer of stock rights for their approval. If any of the other shareholders fails to give it a reply within 30 days after the receipt of the written notice, it shall be deemed to have agreed to the transfer. If half or more of the other shareholders disagree to the transfer, the shareholders who disagree to the transfer shall purchase the stock rights to be transferred. If they refuse to purchase these stock rights, they shall be deemed to have agreed to the transfer. Under the same conditions, the other shareholders have a preemptive right to purchase the stock rights to be transferred upon their approval. If two or more shareholders claim the preemptive rights, they shall determine their respective percentage ofpurchase through negotiation. If they fail to reach an agreement during the negotiation, they shall exercise the preemptive rights on the basis of their respective percentage of capital contributions.Other matters related to stock rights transfer shall subject to the Article 72 to Article 75 of the "Company Law".Article 22 The Company shall strictly abide by national laws, regulations and the Articles of Association, maintain national interests and social public interests, and accept the supervision of relevant governmental departments.Article 23 The company's business term shall be long term.Article 24In any of the following circumstances, the liquidation group shall, within 30 days from the date of completing the liquidation of the Company, apply for canceling the Company's registration with the original company registration authority:1)the company was declared bankrupt as provided by law;2)pursuant to the Company's articles of association, the business termof the Company expires or one of the other events which are grounds for dissolution occurs, but excepts the existing of the Company by amending the articles of association ;3) a resolution for dissolution made by the shareholders' meeting;4)business license is revoked or the enterprise is ordered to be closeddown or cancelled according to laws;5)dissolved by the People’s Court pursuant to laws; AND6)Other dissolution conditions according to laws and administrativeregulations.CHAPTER VIII Supplemental ProvisionsArticle 25 The Company registration matters shall be verified and approved by the company registration authority. These Articles of Association are binding on the company, its shareholders, directors, supervisors and senior management personnel.Article 26 These Articles of Association are jointly made and executed by all the shareholders.Article 27The articles of association shall be made in three (3) originals, and one original shall be submitted to the company registration authority.Signature of all shareholders:。

中国有限公司章程英文

中国有限公司章程英文Chapter I General ProvisionsChapter II Shareholders' Rights and ObligationsArticle 7 Shareholders shall have the right to participate in the shareholders' meetings, exercise voting rights, and elect and be elected as directors and supervisors in accordance with the law and the Articles of Association.Article 8 Shareholders shall abide by the resolutions of the shareholders' meetings and fulfill their obligations to make capital contributions in accordance with the resolutions.Article 13 The directors shall be elected and appointed by the general meeting of shareholders. The term of office of directors shall be [insert number] years, and they may be re-elected or re-appointed.Chapter IV Financial Affairs and ProfitsChapter V Amendment and TerminationArticle 18 Amendments to this Article of Association shall be proposed by the board of directors or shareholders holding at least [insert percentage] of the total share capital, and shall be approved by the general meeting of shareholders.Chapter VI Supplementary ProvisionsArticle 20 The interpretation of this Article of Association shall be vested in the board of directors.Article 21 Matters not covered in this Article of Association shall be handled in accordance with the relevant laws and regulations of the People's Republic of China.。

英语公司章程(3篇)

第1篇I. IntroductionThis Company Charter (the "Charter") sets forth the fundamental principles, objectives, and governance structure of [Company Name] (the "Company"). The Company is established for the purpose of engaging in [brief description of the Company's business activities], in accordance with the laws and regulations of the jurisdiction in which it is incorporated. The Charter shall govern the conduct of the Company and its directors, officers, and employees.II. Name and Registration1. The name of the Company shall be [Company Name].2. The Company is incorporated and registered in [Jurisdiction], under registration number [Registration Number].III. Purpose and Objectives1. The purpose of the Company is to carry out [brief description of the Company's business activities] in an efficient, effective, and ethical manner.2. The objectives of the Company are:a. To achieve sustainable growth and profitability;b. To provide high-quality products and services to its customers;c. To foster a positive and inclusive work environment;d. To contribute to the economic and social development of the communities in which it operates.IV. Share Capital1. The authorized share capital of the Company shall be [amount in currency] divided into [number of shares] ordinary shares of [par value per share].2. The Company may issue additional shares of its capital, subject to the provisions of this Charter and applicable laws and regulations.V. Directors1. The management and administration of the Company shall be vested in a Board of Directors (the "Board").2. The Board shall consist of [minimum number of directors] to [maximum number of directors], who shall be elected by the shareholders at the Annual General Meeting (the "AGM").3. Directors shall hold office until the conclusion of the AGM following their election and may be re-elected.VI. Officers1. The officers of the Company shall be appointed by the Board, subject to the provisions of this Charter and applicable laws and regulations.2. The officers shall include the following positions:a. President/Chief Executive Officer (CEO);b. Chief Financial Officer (CFO);c. Chief Operating Officer (COO);d. Secretary;e. Such other officers as may be deemed necessary by the Board.VII. Shareholders1. The shareholders of the Company shall have the right to:a. Receive dividends, if declared, in accordance with the provisions of this Charter and applicable laws and regulations;b. Attend and vote at general meetings of the shareholders;c. Examine the Company's financial statements and other relevant documents;d. Propose resolutions at general meetings of the shareholders;e. Inspect the Company's books and records;f. Such other rights as may be provided by applicable laws and regulations.VIII. General Meetings1. The Company shall hold an Annual General Meeting (AGM) within six months of the end of its financial year.2. The Company shall also hold such other general meetings as may be required by the Board or upon the requisition of shareholders.IX. Dividends1. Dividends, if any, shall be declared and paid by the Board at its discretion, subject to the provisions of this Charter and applicable laws and regulations.2. Dividends shall be paid to shareholders on the basis of their shareholdings, provided that the Board may make exceptions to this rule in the case of special circumstances.X. Financial Year1. The financial year of the Company shall commence on [start date] and end on [end date].2. The Board shall cause the financial statements of the Company to be prepared in accordance with generally accepted accounting principles and to be audited by a qualified auditor.XI. Restrictions on Diversion of Corporate Opportunities1. No officer or director of the Company shall, without the priorwritten consent of the Board, use or employ any property or information of the Company for the purpose of deriving personal profit or benefit.2. The Board shall have the power to take all necessary actions to prevent the diversion of corporate opportunities from the Company.XII. Conflict of Interest1. A director or officer who has a direct or indirect interest in any transaction or arrangement with the Company that might reasonably be expected to conflict with the interests of the Company shall disclose the nature of such interest to the Board.2. The Board shall determine whether a conflict of interest exists and, if so, whether the transaction or arrangement should be approved.XIII. Termination of Directors and Officers1. A director or officer may resign from their position by delivering a written resignation to the Board.2. The Board may remove a director or officer from office for cause, including but not limited to:a. Failure to perform their duties with due care and diligence;b. Breach of the provisions of this Charter or applicable laws and regulations;c. Any act or omission that is detrimental to the interests of the Company.XIV. Amendments to the Charter1. Any amendment to this Charter shall be proposed by the Board or by a resolution passed by the shareholders at a general meeting.2. An amendment to this Charter shall be effective only if it is approved by a majority of the shareholders present in person or by proxy at the general meeting at which it is proposed.XV. Dissolution of the Company1. The Company may be dissolved by a resolution passed by the shareholders at a general meeting, provided that at least [percentage] of the shareholders vote in favor of the dissolution.2. Upon dissolution, the assets of the Company shall be distributed to the shareholders in accordance with their shareholdings, aftersatisfying all the Company's liabilities.XVI. Miscellaneous1. This Charter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.2. If any provision of this Charter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.IN WITNESS WHEREOF, the undersigned directors of the Company have executed this Charter as of this [date].[Signatures of Directors][Company Name][Company Address][Company Registration Number][Company Jurisdiction][Company Logo]第2篇PREAMBLEWHEREAS, the founders of [Company Name] (hereinafter referred to as the "Company") recognize the need for a comprehensive set of governing documents to establish the Company's purpose, structure, and operational procedures;WHEREAS, the founders desire to ensure the integrity, stability, and continuity of the Company's operations;WHEREAS, the founders believe that the adoption of this Company Charter will facilitate the achievement of the Company's objectives;NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the founders of [Company Name] hereby adopt this Company Charter as the governing document of the Company.ARTICLE I: NAMESection 1.01. The name of the Company shall be [Company Name],hereinafter referred to as the "Company."ARTICLE II: PURPOSESection 2.01. The purpose of the Company shall be to engage in the business of [describe the Company's primary business activities], in accordance with applicable laws and regulations.Section 2.02. The Company shall endeavor to achieve the following objectives:(a) To provide high-quality products and services to its customers;(b) To generate profits for its shareholders;(c) To maintain a safe and healthy work environment for its employees;(d) To contribute positively to the community and the environment.ARTICLE III: SHARESSection 3.01. The Company shall have [number of authorized shares]shares of [par value or no par value] common stock, par value [amountper share, if applicable], and [number of authorized shares] shares of [par value or no par value] preferred stock, par value [amount per share, if applicable].Section 3.02. The Board of Directors may, from time to time, without further action by the shareholders, increase or decrease the number of authorized shares of common stock and preferred stock, and may fix the par value thereof, if any.Section 3.03. The Board of Directors may, from time to time, without further action by the shareholders, issue and sell such shares of common stock and preferred stock as they may determine to be in the best interests of the Company.ARTICLE IV: BOARD OF DIRECTORSSection 4.01. The management and affairs of the Company shall be conducted by a Board of Directors (hereinafter referred to as the "Board"), which shall consist of [number of directors] directors, each of whom shall be elected by the shareholders at the annual meeting or such other meetings as may be required by law or by-laws.Section 4.02. The Board shall have the authority to make, alter, and repeal by-laws for the management of the Company.Section 4.03. The Board shall meet at such times and places as may be determined by the Board, but not less than once annually. Special meetings of the Board may be called by any director or upon the written request of a majority of the directors.Section 4.04. The Board shall have the power to appoint and remove officers of the Company and to delegate such powers and duties as the Board may determine.ARTICLE V: OFFICERSSection 5.01. The officers of the Company shall be a President, a Chief Executive Officer (CEO), a Chief Financial Officer (CFO), a Secretary, and such other officers as may be appointed by the Board.Section 5.02. The officers of the Company shall have such powers and duties as may be determined by the Board, but such powers and duties shall not conflict with the provisions of the Company's by-laws or the Company Charter.Section 5.03. The President shall be the principal executive officer of the Company and shall preside at all meetings of the Board and the shareholders.Section 5.04. The CEO shall be the principal administrative officer of the Company and shall be responsible for the day-to-day management of the Company's business.Section 5.05. The CFO shall be the principal financial officer of the Company and shall be responsible for the financial management and reporting of the Company.Section 5.06. The Secretary shall be the principal record-keeper of the Company and shall be responsible for the maintenance of the Company's minutes and records.ARTICLE VI: SHARES AND DIVIDENDSSection 6.01. The Board of Directors may declare dividends upon the common stock from time to time in such amounts as the Board may determine, subject to the availability of funds and the requirements of applicable laws and regulations.Section 6.02. Dividends on preferred stock shall be declared and paid in accordance with the terms of the preferred stock certificates.ARTICLE VII: MEETINGSSection 7.01. The annual meeting of the shareholders shall be held on [date] at [location], or at such other time and place as may be designated by the Board of Directors.Section 7.02. Special meetings of the shareholders may be called by the Board of Directors or upon the written request of [percentage] of the shareholders entitled to vote at the meeting.Section 7.03. Notice of meetings shall be given to shareholders in accordance with the provisions of the Company's by-laws and applicable laws and regulations.ARTICLE VIII: AMENDMENTSSection 8.01. This Company Charter may be amended or altered by the shareholders at any regular or special meeting, provided that the proposed amendment or alteration has been duly presented to theshareholders and has been approved by a majority of the votes cast at the meeting.ARTICLE IX: DISSOLUTIONSection 9.01. The Company may be dissolved by the shareholders at any regular or special meeting, provided that the proposed dissolution has been duly presented to the shareholders and has been approved by a majority of the votes cast at the meeting.Section 9.02. Upon dissolution, the assets of the Company shall be distributed among the shareholders in accordance with their respective interests, after payment of all liabilities and expenses of the winding up.IN WITNESS WHEREOF, the undersigned founders of [Company Name] have executed this Company Charter as of this [date].[Founders' Signatures][Company Name][Date][Company Address][Company Contact Information]Note: This Company Charter is a general template and should be customized to meet the specific needs and requirements of the Company. It is recommended that the Company consult with legal counsel to ensure compliance with applicable laws and regulations.第3篇Article 1: Name and Address1.1 The name of the company shall be [Company Name], hereinafter referred to as "the Company."1.2 The registered office of the Company shall be located at [Registered Office Address], which may be altered from time to time by a special resolution of the members.Article 2: Objective and Business2.1 The objective of the Company is to engage in [specify the primary business activities of the Company], and any other ancillary activities as may be necessary for the effective conduct of the business.2.2 The Company may carry on any business that is lawfully capable of being carried on by a company and any other activities as may be authorized by the provisions of this Constitution.Article 3: Incorporation3.1 The Company is incorporated under the [insert applicable legal framework, e.g., Companies Act 2006] and shall be a body corporate with a separate legal personality.3.2 The subscribers to this Constitution shall be the first members of the Company.Article 4: Membership4.1 Membership of the Company shall be open to individuals and corporate bodies that agree to be bound by the terms of this Constitution.4.2 An individual shall become a member of the Company upon payment of the subscription fee, if any, and acceptance of this Constitution.4.3 Corporate bodies shall become members of the Company upon the subscription of shares or by agreement to be bound by this Constitution, as determined by the directors.4.4 The Company may, at its discretion, refuse admission to any applicant for membership.Article 5: Classes of Membership5.1 The Company may have different classes of membership, each with different rights and privileges, as determined by the directors.5.2 The rights and privileges of each class of membership shall be set out in the Articles of Association, which may be amended from time to time by special resolution of the members.Article 6: Share Capital6.1 The share capital of the Company shall be divided into shares of [insert nominal value], each of which shall be fully paid up.6.2 The Company may issue shares of any class at par, premium, or discount, as determined by the directors.6.3 The Company may also issue bonus shares or redeemable preference shares, as determined by special resolution of the members.Article 7: Financial Year7.1 The financial year of the Company shall commence on [insert start date] and end on [insert end date].Article 8: Directors8.1 The management of the Company shall be vested in a Board of Directors, which shall consist of not less than [insert number] directors.8.2 The directors shall be elected at the Annual General Meeting or appointed by the Board.8.3 A director may resign at any time by giving written notice to the Company.8.4 A director shall be removed from office by a resolution passed at a general meeting of the members.Article 9: Powers of Directors9.1 The directors shall have the general power to manage the affairs of the Company and to perform all acts necessary for the effective conduct of the business.9.2 The directors may make such regulations as they consider necessary for the conduct of the business of the Company.9.3 The directors shall keep proper books of account and shall prepare annual financial statements in accordance with the provisions of the [insert applicable legal framework].Article 10: Meetings of Members10.1 General meetings of the members shall be held at such time and place as may be determined by the directors.10.2 An Annual General Meeting shall be held once in every calendar year at such time and place as the directors may determine.10.3 Special general meetings may be called by the directors or upon the requisition of [insert percentage] of the members.10.4 The notice of a general meeting shall be given to members not less than [insert number] days before the date of the meeting.Article 11: Notice of Meetings11.1 Notice of meetings shall be given to members in writing and may be given by email, post, or any other means of communication as determined by the directors.11.2 The notice shall specify the place, time, and purpose of the meeting.Article 12: Voting at Meetings12.1 Each member shall have one vote at general meetings.12.2 In the case of an equality of votes, the chairperson of the meeting shall have a second or casting vote.12.3 Resolutions shall be passed by a majority of the votes cast at a general meeting, unless otherwise provided by law or this Constitution.Article 13: Directors' Remuneration13.1 The directors may be paid such remuneration for their services as may be determined by the members at a general meeting.13.2 In addition to any remuneration, directors may receive such other benefits as may be determined by the members at a general meeting.Article 14: Resolutions14.1 Special resolutions shall require the consent of not less than [insert percentage] of the members present in person or by proxy at a general meeting.14.2 Ordinary resolutions shall require the consent of a simple majority of the members present in person or by proxy at a general meeting.Article 15: Miscellaneous Provisions15.1 The Company shall comply with all applicable laws and regulations.15.2 The directors may, from time to time, make such rules and regulations as they consider necessary for the proper conduct of the business of the Company.15.3 The directors may delegate any of their powers to such persons as they may think fit, provided that such delegation is not inconsistent with the provisions of this Constitution.15.4 The Company may enter into contracts and do all such acts and things as are necessary for the purpose of, or in connection with, the promotion, formation, or carrying on of the business of the Company.Article 16: Amendments to the Constitution16.1 Any amendment to this Constitution shall be made by special resolution passed at a general meeting.16.2 The proposed amendment shall be set out in the notice of the general meeting.16.3 The proposed amendment shall be passed by a majority of not less than [insert percentage] of the votes cast at the general meeting.Article 17: Dissolution17.1 The Company may be dissolved by special resolution of the members.17.2 Upon the dissolution of the Company, any surplus assets remaining after the satisfaction of all debts and liabilities shall be transferred to some public charitable purpose as may be determined by the members at the time of dissolution.IN WITNESS WHEREOF, the undersigned subscribers to this Constitution hereby signify their agreement to be bound by the same.[Signature of subscriber 1][Name of subscriber 1][Title of subscriber 1][Signature of subscriber 2][Name of subscriber 2][Title of subscriber 2]...[Signature of subscriber N][Name of subscriber N][Title of subscriber N][Date]Note: This is a general template for a company constitution and shouldbe customized to meet the specific needs and requirements of the company. It is advisable to consult with a legal professional when drafting or amending a company constitution.。

xx有限责任公司章程-中英对照版

BYLAWS OF XXXX, INC.ARTICLE IOFFICES1.01Registered Office. The registered office, until changed by action of the Board of Directors, shall be 738 Highway 6 South, Houston, Texas, 77079, USA.1.02Other Offices. The corporation also may have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or as the business of the corporation may require.ARTICLE IIMEETINGS OF THE SHAREHOLDERS2.01Place of Meetings. All meetings of shareholders for the election of directors or for any other proper purpose shall be held at such place within or without the State of Texas as the Board of Directors may from time to time designate, as stated in the notice of such meeting or a duly executed waiver of notice thereof.2.02Annual Meeting. An annual meeting of shareholders shall be held at such time and date as the Board of Directors may determine. At such meeting the shareholders entitled to vote shall elect a Board of Directors and may transact such other business as may properly be brought before the meeting.2.03Special Meetings. Special meetings of shareholders may be called by the Chairman of the Board of Directors, the President, the Board of Directors, or the holders of at least 10% of all the shares entitled to vote at the proposed special meeting. If not otherwise fixed in accordance with these Bylaws, the record date for determining shareholders entitled to call a special meeting is the date the first shareholder signs the notice of such meeting.2.04Notice of Annual or Special Meeting. Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, or by any other method permitted by applicable law, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the share transfer records of the corporation, with postage thereon prepaid. Whenever any notice is required to be given to any shareholder under the provisions of any law, the Certificate of Formation, or theseBylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.2.05Business at Special Meeting. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice thereof.2.06Quorum of Shareholders. Unless otherwise provided in the Certificate of Formation, the holders of a majority of the shares entitled to vote at a meeting of shareholders, represented in person or by proxy, shall constitute a quorum for any matter to be presented at that meeting. If, however, a quorum shall not be present or represented at any meeting of the shareholders, the holders of a majority of the shares represented in person or by proxy at the meeting shall have the power to adjourn the meeting until such time and to such place as they shall determine, without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, and the subsequent withdrawal of any shareholder or the refusal of any shareholder to vote shall not affect the presence of a quorum at the meeting.2.07Act o f Shareholders’ Meeting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by law or the Certificate of Formation, the affirmative vote of the holders of a majority of the shares entitled to vote on, and that voted for or against or expressly abstained with respect to, that matter at a meeting of shareholders at which a quorum is present shall be the act of shareholders. Unless otherwise provided in the Certificate of Formation, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.2.08Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent otherwise provided by law or the Certificate of Formation. At each election for directors, every shareholder entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote. No shareholder shall be entitled to cumulate his votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of shares owned by such shareholder or by distributing such votes on the same principle among any number of such candidates.2.09Proxies. At any meeting of the shareholders, each shareholder having the right to vote shall be entitled to vote either in person or by proxy executedin writing by the shareholder. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this section. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. An irrevocable proxy, if noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy, shall be specifically enforceable against the holder of those shares or any successor or transferee of the holder. Unless noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy, an irrevocable proxy, even though otherwise enforceable, is ineffective against a transferee for value without actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against any subsequent transferee (whether or not for value), but such an irrevocable proxy shall be specifically enforceable against any other person who is not a transferee for value from and after the time that the person acquires actual knowledge of the existence of the irrevocable proxy.2.10Voting List. The officer or agent having charge of the share transfer records for shares of the corporation shall make, at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each shareholder, which list, for a period of 10 days prior to such meeting, shall be kept on the registered office or principal place of business of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list also shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer records shall be prima-facie evidence as to who are the shareholders entitled to examine such list or transfer records or to vote at any such meeting of shareholders.2.11Action by Written Consent Without a Meeting. Any action required or permitted to be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent or consents. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by the shareholder, shall be regarded as signed by the shareholder for purposes of this section.ARTICLE IIIBOARD OF DIRECTORS3.01Powers. The powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, the Certificate of Formation, or these Bylaws directed or required to be exercised and done by the shareholders.3.02Number of Directors. The initial Board of Directors shall consist of seven (7) directors, four (4) Directors appointed by Lanhai International Ltd and three (3) Directors appointed by Alpha Optima Holdings LLC. Thereafter, the number of directors shall be determined by resolution of the Board of Directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.3.03Election and Term. The directors, other than the initial Board of Directors, shall be elected at each annual meeting of the shareholders, except as provided in Section 3.04 of this Article, and each director elected shall hold office until the next succeeding annual meeting or until his earlier death, resignation, or removal in accordance with these Bylaws. Directors need not be residents of the State of Texas or shareholders of the corporation.3.04Vacancies. Any vacancy occurring in the Board of Directors may be filled by the designation of a successor to such Director in accordance with Section 3.3 of Shareholders’ Agreement of COTEC, Inc A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders.3.05Resignation and Removal. Any director may resign at any time upon giving written notice to the corporation. At any meeting of shareholders called expressly for the purpose of removing a director or directors, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders ofa majority of the shares then entitled to vote at an election of directors.3.06Compensation of Directors. As specifically prescribed from time to time by resolution of the Board of Directors, the directors of the corporation may be paid their expenses of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary in their capacity as directors. This provision shall not preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members ofspecial or standing committees may be allowed like compensation for service on any such committee.3.07Chairman of the Board. The Chairman of the Board shall be appointed by Lanhai International Ltd to serve until his successor is appointed or until his earlier death, resignation or removal. Subject to the authority of the Board of Directors, the Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as usually pertain to such position or as may be delegated by the Board of Directors.ARTICLE IVMEETINGS OF THE BOARD4.01First Meeting. The first meeting of each newly elected Board of Directors shall be held without notice immediately following the shareholders’ annual meeting at which such directors we re elected, at the same place as such shareholders’ meeting or at such other time and place either within or without the State of Texas as shall be designated by the Secretary upon the written request of a majority of the directors then elected.4.02Regular Meetings. Regular meetings of the Board of Directors may be held with or without notice at such time and at such place either within or without the State of Texas as from time to time shall be prescribed by resolution of the Board of Directors.4.03Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President, and shall be called by the Chairman of the Board of Directors, the President, or the Secretary on the written request of two directors. Written notice of special meetings of the Board of Directors shall be given to each director at least 24 hours prior to the time of the meeting, to the address and in the method specified in the Shareholders’ Agreement of COTEC, Inc. (for the directors elected pursuant to Section 3.1(e) and (f) of the Shareholders’ Agreement, such notice may be sent to the person or entity that designated such director), or if not specified in the Shareholders’ Agreement, in accordance with applicable law.4.04Methods of Giving Notice. Whenever any notice is required to be given to any director under the provisions of any law, the Certificate of Formation, or these Bylaws, it shall be given in writing and delivered personally or mailed, or delivered by any other method permitted under applicable law, to such director at such address as appears on the records of the corporation, and, if mailed, such notice shall be deemed to be delivered at the time when the same shall be deposited in the United States mail with sufficient postage thereon prepaid.4.05Waiver of Notice. Whenever any notice is required to be given to any director under the provisions of any law, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the director or directors entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.4.06Attendance as Waiver. Attendance of a director at a meeting of the Board of Directors or a committee thereof shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.4.07Business at Regular or Special Meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.4.08Quorum of Directors. Seven (7) Directors of the Board shall constitute a quorum for the transaction of business. If a quorum shall not be participating at any meeting of the Board of Directors, the Chairman of the Board may postpone the opening time of the meeting. The postponements shall be limited to two (2) times at most and the meeting shall not be postponed longer than one (3) day in total. If the number of Directors of Board present at the Meeting has still not yet reached quorum after the Meeting has been postponed by two (2) times already, the Chairman of the Board shall be entitled to reconvene the meeting with at least five (5) Directors participating at the meeting, according to the procedures set forth in 4.02, 4.03, 4.04 of Article IV of the Bylaw.4.09Interested Directors. An otherwise valid contract or transaction between the corporation and 1 or more of its directors or officers, or between the corporation and any other corporation or other entity in which 1 or more of its directors or officers are directors or officers or have a financial interest, shall be valid notwithstanding whether the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, and notwithstanding whether his or their votes are counted for such purpose, if:(a)The material facts as to his relationship or interest and as to thecontract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less thana quorum; or(b)The material facts as to his relationship or interest and as to thecontract or transaction are disclosed or are known to the shareholders entitledto vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or(c)The contract or transaction is fair as to the corporation as of thetime it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract or transaction.4.10Act of Directors’ Meeting. The act of five (5) of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law. In the case of an equality of votes at a meeting of the Board of Directors or the Company, the Chairman of the Board shall be entitled to a second or casting vote.4.11Action by Written Consent Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the Board of Directors or committee, as the case may be. Such consent shall be filed with the minutes of the proceedings of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.ARTICLE VCOMMITTEESThe Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members 1 or more committees, each of which shall be comprised of 1 or more of its members, and may designate 1 or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations imposed by applicable law. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. To the extent applicable, the provisions of Article IV of these Bylaws governing the meetings of the Board of Directors shall likewise govern the meetings of any committee thereof.ARTICLE VIMEETING BY USE OF CONFERENCE TELEPHONEOR SIMILAR COMMUNICATIONS EQUIPMENTThe shareholders, members of the Board of Directors, or members of any committee designated by such Board of Directors may participate in and hold a meeting of such shareholders, Board of Directors, or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.ARTICLE VIIOFFICERS7.01Executive Officers. The officers of the corporation shall consist ofa President and a Secretary, and may also include one or more Vice Presidents, a Treasurer, and such other officers as are provided for in this Article. Each officer of the corporation shall be elected by the Board of Directors as provided in Section 7.02 of this Article. Any two or more offices may be held by the same person.7.02Election and Qualification. The Board of Directors shall elect a President and a Secretary. The Board of Directors also may elect one or more Vice Presidents, a Treasurer, and such other officers, including assistant officers and agents, as may be deemed necessary, who shall hold their offices until their successor is elected, or until their earlier death, resignation or removal, and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.7.03Compensation. The compensation of all officers and agents of the corporation shall be determined by or determined in a manner specified by the Board of Directors.7.04Term, Removal, and Vacancies. Each officer of the corporation shall hold office until his successor is chosen and qualified or until his death, resignation, or removal. Any officer may resign at any time upon giving written notice to the corporation, but such resignation shall be without prejudice to the contract rights, if any, of the corporation. Any officer or agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent or member of a committee shall not of itself create contract rights. Any vacancyoccurring in any office of the corporation by death, resignation, removal, or otherwise shall be filled by the Board of Directors.7.05Chief Executive Officer. Unless the Board of Directors designates otherwise, the President shall be the chief executive officer of the corporation. The Chief Executive Officer shall preside at all meetings of the shareholders. The Chief Executive Officer shall have such other powers and duties as usually pertain to such office or as may be delegated by the Board of Directors.7.06President. Unless the Board of Directors shall otherwise delegate such duties, the President shall have general powers of oversight, supervision, and management of the business and affairs of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have such powers and duties as usually pertain to such office, except as the same may be modified by the Board of Directors. He shall execute bonds, mortgages, instruments, contracts, agreements, and other documentation, except when the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.7.07Vice Presidents. Unless otherwise determined by the Board of Directors, the Vice Presidents in order of their seniority as such seniority may from time to time be designated by the Board of Directors, shall perform the duties and exercise the powers of the President in absence or disability of the President. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.7.08Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders, record all the proceedings of the meetings of the Board of Directors and of the shareholders in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors as may be prescribed by the Board of Directors or the President. He shall keep in safe custody the seal of the corporation, and, when authorized by the Board of Directors, affix the same to any instrument requiring it. When so affixed, such seal shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary. He shall perform all duties incident to the office of the Secretary and such other duties as may from time to time be assigned to him by the Board of Directors.7.09Assistant Secretary. An Assistant Secretary, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. An Assistant Secretary shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.7.10Treasurer. The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer, and of the financial condition of the corporation. The Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.7.11Assistant Treasurer. An Assistant Treasurer, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. An Assistant Treasurer shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.7.12Officer’s Bond. If required by the Board of Directors, any officer so required shall give the corporation a bond (which shall be renewed as the Board of Directors may require) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement, or removal from office, of any and all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the corporation.ARTICLE VIIIINDEMNIFICATION8.01Indemnification by the Corporation. The corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (as hereinafter defined) because the person (a) is or was a director or officer of the corporation or (b) while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent that a corporation may grant indemnification to a person serving in such capacity under the Texas Business Organizations Code or other applicable law, as the same exists or may hereafter be amended.8.02Expenses; Procedure. Such right shall be a contract right which shall survive the termination of any such person’s service as a director or officer, shall not be adversely affected by any amendment of this article with respect to acts or omissions occurring or alleged to occur prior to any such amendment, and shall include the right to be paid by the corporation for all expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Texas Business Organizations Code or other applicable law, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the corporation within 90 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Texas Business Organizations Code or other applicable law, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors or any committee thereof, special legal counsel, or shareholders) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the corporation (including its Board of Directors or any committee thereof, special legal counsel, or shareholders) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible.8.03Additional Indemnification. The corporation may additionally indemnify any person covered by the grant of mandatory indemnification contained above to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law.8.04Definition. As used herein, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.ARTICLE IXCERTIFICATES FOR SHARES9.01Certificates Representing Shares. The corporation shall deliver certificates representing shares to which shareholders are entitled. Such certificates shall be numbered and shall be entered in the books of the corporation as they are issued, and shall be signed by the President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation,。

公司章程英文版

公司章程英文版文件排版存档编号：[UYTR-OUPT28-KBNTL98-UYNN208]公司章程英Articles of AssociationOfChongqing, ChinaDate: [????? ], 2005Table of ContentsThe present articles are hereby formulated by?????? .(hereinafter referred to as accordance with the Law of the People’s Republic of China (“PRC”) on Wholly For and other applicable Chinese laws and regulations, for the establishment of the wh 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 Company?????? Legal PersonThe Company shall be a legal person under the laws of the PRC subject to the prote of PRC law.? All of the activities of the Company shall comply with applicable PRC?????? Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC.? The l Investor for the losses, risks, liabilities and any other obligations whatsoever o limited to the registered capital of the Company.??????? Date of EstablishmentThe date of the establishment of the Company shall be the date on which the Compan Business License.?????? BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and approval of the Board of Directors and the Chongqing Foreign Trade and Economic Co successor and any other governmental agencies whose approval may be required by la matters herein (“Examination and Approval Authority”).?Article 4???? - Purpose and Scope of Business of the Company?????? PurposeThe purpose of the Company shall be to strengthen economic cooperation and technic improve and promote retail services in Chongqing and other cities in China by adop appropriate technologies and scientific management methods and to bring satisfacto to the investor.????????????? Business Scope(The business scope mentioned above shall be subject to the approval of the relate commercial authority.)Article 5???? - Total Amount of Investment and Registered Capital?????? Total Amount of InvestmentThe total amount of investment of the Company shall be.?????? Registered CapitalThe registered capital of the Company shall be?? .?????? Contribution to Registered CapitalInvestor’s contribution to the registered capital of the Company shall be ??????? registered capital of the Company shall be paid by the Investor in instalments.? F of the total amount of the registered capital shall be paid by the Investor within after the Date of Establishment.? The balance of the registered capital shall be f (3) years after the Date of Establishment according to relevant Chinese laws and r ?????? Investment CertificatesThe Company shall retain at its expense a certified public accountant registered i capital contribution by the Investor and issue a capital verification report.? The issue an investment certificate to the Investor evidencing the contribution by the of such report.?????? Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of th pursuant to the decision of the Board in accordance with the business needs of the the Company through loans from domestic and/or foreign financial institutions.?????? Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Com by a unanimous vote of all of the Board of Directors present in person, by telepho duly convened meeting of the Board and submitted, if required by law, to the Exami Authority for approval.? Upon receipt of such approval, the Company shall register registered capital and/or total amount of investment with the original department industry and commerce.Article 6???? - Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose of all or a registered capital in the Company upon the unanimous approval of the Board of Dire out procedure to change registration with the original registration body.?Article 7???? - Board of Directors?????? Formation of Board(a)?????? The date of issuance of the Company’s Business License shall be the dat of the Board of Directors (“Board”).(b)?????? The Board of Directors shall be composed of three (3) Directors who shal the Investor.? The Directors shall each have a term of office of four (4) years, a eligible for consecutive terms of office upon reappointment by the Investor.? Any Board of Directors shall be immediately filled by the Investor.? The Investor may with or without cause any Director and appoint in lieu thereof any other person to of the removed Director’s term.? The Investor will appoin t the chairman of the bo Directors.(c)?????? Subject to Article 15, the chairman of the Board shall be the legal repr Company and shall have the power to represent and act on behalf of the Company.? W is unable or fails to discharge his duties,? the Director having served the longes represent the Company and perform the chairman’s duties.??????? Powers of Board(a)?????? The Board of Directors shall be the highest authority of the Company and to make decisions on all matters of the Company.?(b)?????? Resolutions involving the following matters shall be adopted only by the vote of all Directors present in person, by telephone or by proxy at a duly conven(i)??????? amendment of the Articles of Association;(ii)?????? increase or assignment of registered capital or the total amount of inv(iii)???? merger of the Company with any other economic organisation; and(iv)?????? termination, dissolution or liquidation of the Company, or filing for d related protection by or on behalf of the Company under the Chinese bankruptcy law regulations.(c)?????? Resolutions involving the following matters shall be subject to and adopmajority affirmative vote of all Directors present in person, by telephone or by p convened Board meeting:?(i)??????? issuance of any guarantees for the payment obligations of any person or of any other financing arrangements, the amount of which is more than RMB 1 millio(ii)?????? mortgage, pledge or granting of a security interest or other types of l office space or other fixed assets or capital equipment of the Company, the amount RMB 1 million;(iii)?????????? loan and/or borrowing, the amount of which is more than RMB 1 mill (iv)?????????? rental agreements, the amount of which is more than RMB 1 million; (v)????????????? investment and/or disposal of tangible and intangible assets, the more than RMB 1 million;(vi)?????????? addition of items to or change of the scope of business of the Comp(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 gen financial officer, as well as each of their scope of authority;(xi)????? approval of remuneration and benefits of the general manager, deputy gen financial officer under Article (b);(xii)??? approval of equity investment with the amount more than RMB 1 million by (xiii)?? contribution, use or expenditure of the general reserve fund, the bonus a 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.?????? Meetings(a)?????? The first Board meeting shall be held within sixty (60) days from the da the Business License.(b)?????? The Board shall meet at least once a year.? Board meetings shall be held of the Company unless otherwise determined by the Board of Directors.? Two-thirds Directors shall constitute a quorum for any Board meeting.? If at any properly con quorum is present, then the Board shall reconvene at the same time and place one wotherwise notified by the chairman.(c)?????? The chairman of the Board shall set the agenda of Board meetings and sha convening and presiding over such meetings.(d)?????? The chairman of the Board shall call an interim meeting of the Board und from no fewer than one Director specifying the matters to be discussed, and shall in writing the agenda and subject of the meeting.?(e)?????? The chairman of the Board shall send written notice to all Directors at days prior to any regular, seven (7) days in the case of an interim meeting to be agenda, time and place of the meeting.? Such notice may, however, be waived by the all Directors prior or at the meeting in person, by telephone or by proxy.? If not the Directors, a Board meeting shall be convened no less than fourteen (14) days a eight (28) days from the date of issuance of the notice in the case of a regular m than seven (7) days and no more than fourteen (14) days from the date of issuance case of an interim meeting.(f)??????? Should a Director be unable to attend a Board meeting for any reason, h in writing by mail or facsimile or hand-delivery to be present and to vote at the behalf.? ?A proxy may represent one or more Directors.? A proxy shall have the sam as the Director who appointed him.(g)?????? Board resolutions may also be passed through a written circular vote via exchange.? Such written resolutions shall be filed with the minutes of the Board a 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 m everyone can hear each other at all times and participation by a Director or his p such means shall constitute presence of such Director or his proxy in person at a(i)??????? Directors shall serve as Directors without remuneration unless otherwis Board.? All reasonable costs, including round-trip airplane tickets and reasonable incurred by any Director or his proxy for attending a Board meeting and for perfor assigned by the Board, shall be reimbursed by the Company.? Remuneration and other Director unrelated to Company business shall not be borne by the Company.? If a Di position as a manager or staff employee in the Company, he shall be compensated by to that position.?(j)??????? Each Director shall have one vote.?????? Secretary??????????? Minutes of Board meetings shall be signed by the chairman at the next after having been confirmed as a true and correct record of the prior meeting by a Directors present at the prior meeting in person, by telephone or by proxy.? In orsmooth conduct of Board business, the chairman or, in the chairman’s absence, a D the chairman to act on his behalf, may appoint a secretary for the purpose of any duties of the secretary shall include taking minutes of the meeting, translating o translation of documents, and delivering documents relating to the meeting to the Board meetings shall be kept in Korean and also Chinese if requested by any Direct file at the Company’s head office.Article 8???? - Management Organization?????? Management Organisation(a)?????? The Board of Directors of the Company shall establish a management organ be responsible to and under the leadership of the Board and in charge of the day-t management of the Company.? Unless otherwise decided by the Board, the operation a organisation shall be made of one general manager, one deputy general manager and officer (collectively, the “Senior Corporate Officers”).?(b)?????? The appointment of the Senior Corporate Officers and their remuneration approved by a majority affirmative vote of the Directors present at a meeting of t telephone or by proxy.?(c)?????? The term of office for the Senior Corporate Officers shall be four years renewed.(d)?????? If any of the Senior Corporate Officers shall resign, retire, become inc removed from office by the Board of Directors, the Board shall appoint a replaceme(e)?????? The Board of Directors may remove any Senior Corporate Officer at any ti any employment or service contract between the Company and such Senior Corporate O prejudice to the Senior Corporate Officer’s compensation for termination (if any)(f)??????? The chairman of the Board of Directors and other Directors may concurre Corporate Officer as well as any other officer of the Company.?????? Responsibilities and Powers of Senior Corporate Officers(a)?????? The Board of Directors shall have the power by majority decision to dete change in any way the power, responsibility and authority of the Senior Corporate Corporate Officers shall implement the decisions of the Board of Directors without(b)?????? Subject to any qualifications and limitations as may be set by the Board the general manager shall be responsible for the daily management and operation of deputy general manager shall, under the leadership of the general manager, assist the daily management and operation of the Company; and the chief financial officerleadership of the general manager, be responsible for the financial and accounting Company.(c)?????? The general manager shall prepare the annual business plan and budget fo approval.? Unless the Board shall decide otherwise, the general manager shall subm business plan and budget to the Board for approval no later than two months prior the fiscal year.?????? Non-competition(a)?????? No Senior Corporate Officers shall in any way serve for, or act for the of, any other person, company, unit, entity or organisation or participate in any by such person, company, entity, unit or organisation which may, directly or indir compete with the interest or business of the Company or the Investor Group in Chin purposes of these Articles “Investor Group” means the group constituted by the I subsidiaries, its holding companies, and subsidiaries of its holding companies.(b)?????? All other management personnel of the Company shall be forbidden from co or working at any other company, unit, entity or organisation whatsoever unless au general manager and approved or ratified by the Board.? Any personnel in violation shall be subject to immediate dismissal by the general manager unless the Board sh ?????? DismissalAny Senior Corporate Officer who misuses or abuses his position for personal ends, bribery in connection with the Company’s business, acts in violation of any Board acts in any way in competition with the Company as prohibited hereunder, is seriou duties, or fails to perform any assigned tasks without due cause shall be dismisse Directors without any compensation.? Upon such dismissal, the Board shall immediat replacement.? Any other management personnel who engage in such improper activitie dismissed by the general manager.Article 9???? - Labour Management?????? Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreign inves shall have complete authority over the hiring and dismissal of its employees.? The employment, discipline, dismissal and resignation of the employees of the Company salaries, insurance, welfare benefits and other matters shall be handled in accordPRC laws.?????? Labour ContractThe Company shall conclude individual employment contracts with staff and workers shall file such contracts with the Labour Department for the record.?????? Labour PlanThe labour plan, including the number of employees of the Company and the job desc prepared and determined by the general manager.? The employees of the Company shal strictly observe the rules and regulations of the Company.? The Company shall recr such number of employees as is necessary for its operations.? Increase or decrease of employees of the Company, due to such factors as expansion or reduction of busi decreased efficiency, shall require the approval of the general manager.?????? Labour and Personnel Policies(a)?????? Matters such as employment, dismissal, resignation, wages, insurance, we and discipline of staff and workers of the Company as well as title to and the rig copyright protection, patent protection and other rights regarding inventions and the course of employment shall be set by decision of the Board and stipulated in t personnel policies of the Company and the labour contracts between the Company and(b)?????? The initial labour and personnel policies of the Company shall be prepar manager for approval by the Board.? These policies shall be consistent with applic regulations of China.(c)?????? The general manager shall implement hiring policies whereby all PRC empl shall be selected on the basis of examination and shall have the most competitive qualifications.? In this regard, upon the receipt of necessary approvals, the Comp personnel from any where within China and, if necessary, from foreign countries.(d)?????? The Company shall sign non-competition and confidentiality agreements wi accordance with the principles herein.??????? Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the p the degree of seriousness of the case, give warnings, record demerits, deduct wage otherwise remove, any staff member or worker appointed by him who has violated thecontract or the rules, regulations or labour discipline of the Company or applicabArticle 10 - ?? Trade UnionThe staff and workers of the Company may establish a trade union in accordance wit People’s Republic of China on Wholly Foreign-Owned Enterprises and the Trade Unio Activities of the trade union shall be conducted after normal working hours, shall the normal operations of the Company and shall conform with the relevant regulatio is established by the staff and workers of the Company, the Company shall pay two total amount of wages received by the employees of the Company into the Company’s such trade union’s use in accordance with applicable laws of the PRC on the manag funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits???? Taxes(a)?????? The Company shall pay taxes in accordance with relevant PRC laws and reg shall apply for all preferential tax and customs treatment available under the PRC (b)?????? The Company shall apply for all reductions of or exemptions from relevan other levies which are now available or will become available for such wholly fore such as the Company or for the Investor under any laws and regulations of the PRC. ???? Finances(a)?????? The financial and accounting affairs of the Company shall be handled con financial and accounting affairs of the Investor Group to the extent not inconsist Investment Enterprise Accounting System of the PRC and Financial Administration Ru Investment Enterprises of the PRC, which are formulated by the Ministry of Finance Company shall pay all taxation according to relevant laws and regulations of the P (b)?????? The fiscal year of the Company shall start on January 1 of each calendar December 31 of the same year.? The last fiscal year of the Company shall start on of termination or expiration and end on the date of termination or expiration of t (c)?????? The Company shall adopt the internationally recognized accrual basis and accounting system.? All accounting records, vouchers, books and statements of the prepared and kept both in Chinese and, if necessary, Korean as well.? The Company the base bookkeeping currencies for its financial statements.? The annual, quarter shall be approved and jointly signed by the general manager and the chief financia prepared and kept in both Chinese and Korean.? The chief financial officer shall b formulating the accounting and administrative measures regarding the Company’s fi shall be submitted to the Board for approval.????? AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Grou selected by the Board to examine and verify the accounts and books of the Company months following the end of each fiscal year.? The annual audit report issued by s submitted to the Board.? The Company shall make available all of its accounting bo such auditor and provide convenience for the auditing.???? Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount fro profits to be allocated into the Company’s reserve fund, enterprise expansion fun bonus and welfare fund to be set up in accordance with PRC laws and regulations.? to and prescription of any limit for the aforesaid funds to be paid out of the aft shall be determined by the Board in light of the business and financial conditions ???? Distribution of Profits(a)??? The Board of Directors may distribute the profits of the Company as and whe appropriate.(b)??? If the Company carries any loss from any previous year, the profits of the first be used to cover such loss.? No profits shall be distributed or re-invested deficits from any previous years is fully made up.? Any distributable profits reta and carried over from any previous years that are not re-invested may be distribut distributable profits of the current year.Article 12 - ?? Bank Accounts and Foreign Exchange??? AccountsThe Company shall open Renminbi deposit accounts and foreign exchange deposit acco institutions in China.? The Company may also open foreign exchange deposit account financial institutions in foreign countries as designated by the Board of Director Examination and Approval Authority, if required.??? Foreign Exchange(a)?????? The Company shall handle its foreign exchange matters in accordance with foreign exchange laws and regulations.(b)?????? In order to balance the foreign exchange needs of the Company, the Compa measure and engage in any activity permitted under Chinese law.(c)?????? The Company shall use its foreign exchange according to the following protherwise 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(iii)???? Payment for any administrative expenses the Company incurs which require payment;(iv)????? Payment of loan principal and interest and related obligations requiring payment;(v)?????? Payment of profit and dividends to the Investor; and(vi)????? Payment to the Investor of proceeds from liquidation of assets pursuant Article .???? Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Inve achieve a balance of foreign exchange expenditures and income.Article 13 - ?? Term??? TermThe duration of the Company shall commence on the date of the issuance of the Comp License and continue for a period of thirty (30) years, unless earlier terminated provided herein (“Term”).????? ExtensionAfter having been unanimously approved by the Board of Directors or as directed by written application for the extension of duration of the Term of the Company shall Examination and Approval Authority six (6) months prior to the expiration date of Company.Article 14 - ?? Early Termination??? Events of TerminationUpon the occurrence of any of the following events, the Company shall be terminate accordingly:(a)?????? The Term of the Company expires and is not extended.(b)?????? The Company has sustained heavy losses for five (5) consecutive years? a unable to achieve its business goals according to the Investor’s discre tion.(c)?????? The total or partial operation of the Company is prevented by any unfore unavoidable event or circumstances beyond the control of the Company including but storm, typhoon, flood, earthquake, explosion, war and serious strikes or work stri 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 PRC laws and regulations and damages to the public interest.(f)??????? The Investor decides to terminate the Company before the expiry of the(g)?????? Other causes for termination stipulated herein.?? Examining and Approval AuthorityUnder any of the circumstances stipulated as items (b), (c), (d) and (f) of Articl submit an application to the Examination and Approving Authority for approval to t The termination date of the Company shall be the date on which the termination app Examination and Approving Authority.??? NoticeIn case that the Company terminates in accordance with the provisions specified as (f) and (g) of Article , it shall, within fifteen (15) days after the termination announcement and notify its creditors; and submit, fifteen (15) days after the dat announcement of termination, the procedures and principles of liquidation, and the liquidation committee to the Examination and Approving Authority for approval of lArticle 15 - ?? Liquidation??? Liquidation(a)?????? Upon the scheduled expiration of Term (including any extension thereof) termination of the Company in accordance with Article 14 of these Articles of Asso Directors shall immediately adopt a unanimous resolution to liquidate the Company, procedures, establish a liquidation committee and notify the Examination and Appro other related government agencies the liquidation of the Company.?(b)?????? The liquidation of the Company shall be handled in accordance with appli regulations.? The liquidation committee shall be composed of three (3) persons app Investor.? In case any person so appointed cannot serve, a replacement shall be ap(10) days.? The Board of Directors shall thereupon submit the list of the three (3 liquidation committee to the Examination and Approval Authority for examination an(c)?????? Upon receipt of a written favourable response from the Examination and A if the Examination and Approval Authority does not respond within seven (7) days f submission of the list of liquidation committee members, the liquidation committee immediately.? The liquidation committee shall be fully responsible for the work se laws and regulations.(d)?????? The Board of Directors shall within fifteen (15) days of receipt of the liquidation committee, approve the liquidation plan of the liquidation committee.?(e)?????? The liquidation committee shall use its best efforts to obtain the highe the assets and to maximize foreign exchange proceeds.?(f)??????? After the settlement of all payments in accordance with paragraphs (i) 15(h), the remaining proceeds of liquidation, if any, shall be paid over to the In(g)?????? Upon completion of liquidation of the Company, the liquidation committee liquidation proceedings wind-up report to the Board of Directors for approval and Examination and Approval Authority for the record and carry out the necessary proc Company’s tax registration, cancel its business registration and return its Busin register with the custom, s authorities.(h)?????? The Company shall use all of its assets to satisfy its debts and liabili liquidation, the Company’s assets shall be dealt with according to the following requires otherwise:(i)??????? payment of all liquidation expenses;(ii)?????? payment of all wages and salaries and insurance and welfare benefits re the Company to its workers and staff;(iii)???? payment of any taxes required to be paid by the Company;(iv)????? payment of all outstanding debts of the Company, including any debts owe(v)?????? payment to the Investor of any remaining assets.(i)??????? During the period of liquidation, the liquidation committee shall repre any legal proceedings.Article 16 - InsuranceThe Company shall, at all times during the operation of the Company, procure and m adequate insurance coverage in a manner prudent and advisable for such enterprises。

2023年有限公司章程样本英文版

2023年有限公司章程样本英文版Sample Articles of Association for a Limited Company in 2023IntroductionThese sample articles of association outline the rules and regulations that govern the operations of a limited company. They provide guidance on the structure, management, and decision-making processes within the company.Company Name and Registered OfficeThe company shall be known as [Company Name] and its registered office shall be located at [Address].Share CapitalThe share capital of the company shall be divided into [Number of Shares] shares of [Value] each.ManagementThe company shall be managed by a board of directors, consisting of [Number] directors. The directors shall be responsible for making strategic decisions and overseeing the day-to-day operations of the company.MeetingsAn annual general meeting shall be held once a year, where the directors shall present the company's financial statements and shareholders may raise any concerns or questions.DividendsDividends shall be declared by the directors at their discretion, taking into consideration the company's financial position and future prospects.Amendments to ArticlesAny amendments to these articles of association shall require the approval of [Percentage]% of the shareholders in a general meeting.DissolutionIn the event of the company's dissolution, the assets shall be distributed amongst the shareholders in proportion to their shareholdings.Governing LawThese articles of association shall be governed by the laws of [Country], and any disputes shall be resolved through arbitration.ConclusionThese sample articles of association serve as a template for structuring the governance of a limited company in 2023. They provide a framework for the company's operations and ensure clarity and transparency in decision-making processes.。

LimitedLiabilityCompanyAgreement有限责任公司章程_2.doc

Limited Liability Compa ny Agreeme nt 有限责任公司章程-13.1 Notices. Any no tice, dema nd, or com muni cati on required or permitted to be give n by any provisi on of this Agreeme nt shall be deemed to have been sufficiently given or served if sent by telecopy or facsimile transmission, delivered by messenger or overnight courier, or mailed, certified first class mail, postage prepaid, retur n receipt requested, and addressed or sent to the Equity Owner' s and/or Company ' s address, as set forth on Exhibit 13.1. Such notice shall be effective: (a) if delivered by messenger or by overnight courier, upon actual receipt (or if the date of actual receipt is not abus in ess day, upon the n ext bus in ess day); (b) if sent by telecopy or facsimile tran smissi on, upon con firmati on of receipt (or if the date of such con firmati on of receipt is not a bus in ess day, upon the n ext bus in ess day); or (c) if mailed, upon the earlier of three (3) bus in ess days after deposit in the mail and the delivery as shown by return receipt therefor. Any Equity Owner or the Compa ny may cha nge its address by giving notice in writing to the Company and the other Equity Owners of its new address.13.2 Books of Account and Records. Proper and complete records and books of acco unt shall be kept or shall be caused to be kept by the Man ager, i n which shall be en tered fully and accuratelys bu all transactions and other matters relating to the Companyin such detail and completeness as is customary and usual for bus inesses of the type en gaged in by the Compa ny. Such books and recordsshall be maintained as provided in Secti on 9.10. The books and recordsshall at all times be maintained at the principal executive office of theCompa ny and shall be ope n to the reas on able in specti on and exam inati on of the Equity Owners or their duly authorized represe ntatives during reas on able bus in ess hours.13.3 Application of State Law. This Agreement, and the applicati onand in terpretati on hereof, shall be gover ned exclusively by its terms andby the laws of the State, and specifically the Act.13.4 Waiver of Action for Partition. Each Equity Owner irrevocablywaives during the term of the Company any right that it may have tomaintain any action for partition with respect to the Compa ny Property.13.5 Amen dme nts. This Agreeme nt may be ame nded only withthe written agreement of Members holding not less than ninety percent(90%) of the Voting Interests. No amendment which has bee n agreed toin accorda nee with the preced ing sentence shall be effective to the extent that such ame ndme nt has a Material AdverseEffect upon one or more Equity Owners who did not agree in writing to such amendment. For purposes of the preceding sentence, Material Adverse Effect shall mea n any modificati on of the relative rights to Distributions by the Company (including allocations of Profits and Losses which are reflected in the Capital Accounts). Without limiting the generality of the foregoing: an amendment which has a proporti on ate effect on all Equity Owners (or in the case of a redemption of Ownership Interests or issuance of additional Own ership In terests, an ame ndme nt which has a proporti on ate effect on all Equity Owners immediately after such redemption or issuance) with respect to their rights to Distributions shall be deemed to not have a Material Adverse Effect on Equity Owners who do not agree in writing to such amendment. Notwithstanding the foregoing provisions of this Section 13.5, no amendment shall be made to a provisi on here in which requires the vote, approval or consent of the Members holding more than ninety percent (90%) of the Voting In terests, uni ess Members holdi ng such greater Vot ing In terests approve of such ame ndme nt.13.6 Execution of Additional Instruments. Each Equity Owner hereby agrees to execute such other and further stateme nts of in terest and hold in gs, desig natio ns, powers of attor ney and other in strume nts n ecessary to comply with any laws, rules or regulati ons.13.7 Construction. Whenever the singular number is used in this Agreeme nt and when required by the con text, the same shall in clude the plural and vice versa, and the masculi ne gen der shall in clude the feminine and n euter gen ders and vice versa.13.8 Effect of Inconsistencies with the Act. It is the express intention of the Equity Owners and the Company that this Agreeme nt shall be the sole source of agreeme nt among them, and, except to the extent that a provision of this Agreement expressly in corporates federal in come tax rules by reference to secti ons of the Code or Regulati ons or is expressly prohibited or in effective un der the Act, this Agreeme nt shall gover n, eve n whe n incon siste nt with, or differe nt tha n, the provisi ons of the Act or any other law or rule.In the eve nt that the Act is subseque ntly ame nded or in terpreted in such a way to make valid any provisi on of this Agreeme nt that was formerly in valid, such provisi on shall be con sidered to be valid from the effective date of such interpretation or amendment. The Members and the Company hereby agree that the duties and obligati ons imposed on the Members as such shall be those set forth in this Agreeme nt, which is inten ded to gover n the relati on ship among the Company and the Equity Owners, notwithstanding any provisi on of the Act or com mon law to the con trary.13.9 Waivers. The failure of any party to seek redress forviolation of or to insist upon the strict performanee of any covenant oreondition of this Agreement shall not prevent a subsequent act, whichwould have origi nally con stituted a violati on, from hav ing the effect of an original violation.13.10 Rights and Remedies Cumulative. The rights and remedies provided by this Agreeme nt are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are give n in additi on to any other rights the parties may have by law, statute, ordinance or otherwise.13.11 Attor neys ' Fees. Should the Compa ny or any party to this Agreeme nt reas on ably reta in coun sel for the purpose of enforcing or preve nti ng breach of any provisi on of this Agreeme nt, i nclud ing butnot limited to instituting any action or proceeding to enforce any provisi on of this Agreeme nt, for damages by reas on of any alleged breach of any provisi on of this Agreeme nt, for damages by reas on of any alleged breach of any provision of this Agreement, for a declaration of such party ' sghts or obligations under this Agreement or for any other judicial remedy, then, if the matter settled by judicial determ in atio n or arbitratio n, the prevaili ng party (whether at trial, on appeal, or arbitration) shall be entitled, in additi on to such other relief as may be gran ted, to be reimbursed bythe losing party for all costs and expenses incurred, including, but not limited to, reas on able attor neys fees and costs for services rendered to the prevailing party.13.12 Severability. If any provision of this Agreement or the applicati on thereof to any pers on or circumsta nee shall be in valid, illegal or unen forceable to any exte nt, the rema in der of this Agreeme nt and the applicati on thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. Without limiting the generality of the foregoing sentence, to the extent that any provisi on of this Agreeme nt is prohibited or in effective un der the Act or com mon law, this Agreeme nt shall be con sidered ame nded to the smallest degree possible in order to make the Agreement effective under the Act or com mon law.13.13 Heirs, Successors and Assigns. Each and all of the cove nan ts, terms, provisi ons and agreeme nts here in contained shall be binding upon and inure to the ben efit of the parties hereto and, to the exte nt permitted by this Agreeme nt, their respective heirs, legal represe ntatives, successors and assig ns.13.14 Creditors. None of the provisions of this Agreement shall be for the ben efit of or en forceable by any creditors of the Compa ny.13.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall con stitute one and the same in strume nt.13.16 Rule Against Perpetuities. The parties hereto intend that the Rule Against Perpetuities (and any similar rule of law) not be applicable to any provisions of this Agreement. However, notwithstanding anything to the contrary in this Agreement, if any provisi on in this Agreeme nt would be in valid or unen forceable because of the Rule Against Perpetuities or any similar rule of law but for this Section 13.16, the parties hereto hereby agree that any future in terest which is created pursua nt to said provisi on shall cease if it is not vested with in twentyone (21) years after the death of the survivor of the group composed of the un dersig ned in dividuals and their issue who are living on the effective date of this Agreement.13.17 Power of Attorney. Each Equity Owner hereby irrevocably makes, constitutes and appoints the Manager, with full power of substituti on, so long as such Man ager are act ing in such a capacity (and any successor Manager thereof so long as such Man ager is act ing in such capacity), its true and lawful attor ney, i n such Equity Own er' sn ame, place and stead (it is expresslyun derstood and inten ded that the grant of such power of attor ney is coupled with an in terest) to make, execute, sig n, ack no wledge, swear and file with respect to the Company:(a) all documents which the Manager deems necessary or desirable to effect the dissoluti on and term in ati on of the Compa ny;(b) all such other in strume nts, docume nts and certificates which may from time to time be required by the laws of the State or any other jurisdiction in which the Company shall determine to do bus in ess, or any political subdivisi on or age ncy thereof, to effectuate, impleme nt, con ti nue and defe nd the valid existe nee of the Compa ny; and(c) all instruments, documents and certificates which the Manager deems necessary or desirable in connection with a Reorganization which has been authorized in accordance with the terms of this Agreeme nt.This power of attorney shall not be affected by and shall survive the ban kruptcy, in solve ncy, death, in compete ncy, or dissolution of an Equity Owner and shall survive the delivery of anyassignment by the Equity Owner of the whole or any portion of its Ownership Interest. Each Equity Owner hereby releases each Manager from any liability or claim in connection with the exercise of the authority gran ted pursua nt to this power of attor ney, and in conn ecti on with any other acti on take n by such Man ager pursua nt to which such Man ager purports to act as the attor neyinfact for one or more Equity Own ers, if the Man ager believed in good faith that such acti on take n was con siste nt with the authority gran ted to it pursua nt to this Section 13.17.13.18 Investment Representations. The undersigned Equity Owners, if any, understand (1) that the Ownership Interests evideneed by this Agreement have not been registered under the Securities Act of 1933, the State Securities Act or any other state securities laws (the Securities Acts ) because the Company is issuing these Own ership In terests in relia nee upon the exemptio ns from the registration requirements of the Securities Acts providing for issuance of securities not involving a public offering, (2) that the Company has relied upon the fact that the Ownership Interests are to be held by each Equity Owner for investment, and (3) that exempti on from registratio ns un der the Securities Acts would not be available if the Ownership Interests were acquired by an Equity Owner with a view to Distributio n.Accord in gly, each Equity Owner hereby con firms to the Company that such Equity Owner is acquiring the Ownership Interests for such own Equity Owner ' s account, for investment andnot with a view to the resale or Distribution thereof. Each Equity Owner agrees not to Sell or offer for Sale any portion of the Own ership In terests uni ess there is an effective registratio n or other qualification relating thereto under the Securities Act of 1933 and un der any applicable state securities laws or uni ess the holder of Ownership Interests delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under such Act and applicable state securities laws is not required in connection with such offer or Sale. Each Equity Owner un dersta nds that the Compa ny is un der no obligati on to register the Own ership In terests or to assist such Equity Owner in complyi ng with any exempti on from registratio n un der the Securities Act if such Equity Owner should at a later date, wish to dispose of the Own ership In terest. Furthermore, each Member realizes that the Ownership Interests are unlikely to qualify for disposition under Rule 144 of the Securities and Excha nge Commissi on uni ess such Equity Owner is not an affiliate of the Company and the OwnershipInterest has been beneficially owned and fully paid for by such Equity Owner for at least three years.Each Equity Owner, prior to acquiring an Ownership Interest, has made an in vestigati on of the Compa ny and its bus in ess, and the Company has made available to each Equity Owner, all informationwith respect to the Company which such Equity Owner needs to make an in formed decisi on to acquire the Own ership In terest. Each Equity Owner has relied on its own tax and legal advisors in conn ecti on with such Equity Own er' sdecisi on to acquire an Own ership In terest. Each Equity Owner con siders himself, herself or itself to be a person possessing experience and sophistication as an investor which are adequate for the evaluation of the merits and risks of such Equity Owner ' s investment in the Ownership Interest.13.19 Represe ntatio ns and Warra nties.(a) In Gen eral. As of the date hereof, each of the Equity Owners hereby makes each of the represe ntati ons and warra nties applicable to such Equity Owner as set forth in Section 13.19(b) hereof, and such warra nties and represe ntati ons shall survive the executi on of this Agreeme nt.(b) Representations and Warranties. Each Member hereby represe nts and warra nts that:(1) Due In corporati on or Formati on; Authorizati on of Agreeme nt. Such Equity Owner is a corporati on duly orga ni zed or apartnership or limited liability company duly formed, validly exist ing, and in good sta nding un der the laws of the jurisdicti on of its incorporation or formation and has the corporate, partnership or limited liability company power and authority to own its property and carry on its bus in ess as owned and carried on at the date hereof and as con templated hereby. Such Equity Owner is duly lice nsed or qualified to do bus in ess and in good sta nding in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder. Such Equity Owner has the corporate, partnership or limited liability company power and authority to execute and deliver this Agreement and to perform its obligati ons here un der and the executi on, delivery, and performa nee of this Agreement has been duly authorized by all necessary corporate, partnership or limited liability company action. This Agreeme nt con stitutes the legal, valid, and binding obligati on of such Equity Owner.(2) No Conflict with Restrictions; No Default. Neither the execution, delivery, and performanee of this Agreement nor the con summati on by such Equity Owner of the tran sacti ons contemplated hereby (1) will conflict with, violate, or result in a breach of any of the terms, conditions, or provisions of any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency, orinstrumentality, domestic or foreign, or any arbitrator, applicable to such Equity Owner or any of its Affiliates, (2) will conflict with, violate, result in a breach of, or con stitute a default un der any of the terms, conditions, or provisions of the articles of incorporation, bylaws, part nership agreeme nt, limited liability compa ny agreeme nt or operating agreement of such Equity Owner or any of its Affiliates or of any material agreement or instrument to which such Equity Owner or any of its Affiliates is a party or by which such Equity Owner, or any of its Affiliates is or may be bound or to which any of its material properties or assets is subject, (3) will conflict with, violate, result in a breach of, con stitute a default un der (whether with no tice or lapse of time or both), accelerate or permit the accelerati on of the performance required by, give to others any material interests or rights, or require any consent, authorization, or approval under any inden ture, mortgage, lease agreeme nt, or in strume nt to which such Equity Owner or any of its Affiliates is a party or by which such Equity Owner or any of its Affiliates is or may be bound, or (4) will result in the creation or imposition of any lien upon any of the material properties or assets of such Equity Owner or any of its Affiliates.(3) Government Authorizations. Any registration, declaration, or filing with, or consent, approval, license, permit, or other authorizati on or order by, any gover nment or regulatory authority, domestic or foreign, that is required in connection with the validexecution, delivery, acceptanee, and performanee by such Equity Owner under this Agreement or the consummation by such Equity Owner of any tran sacti on con templated hereby has bee n completed, made, or obta ined on or before the effective date of this Agreeme nt.(4) Litigati on. There are no acti ons, suits, proceed in gs, or investigations pending or, to the knowledge of such Equity Owner or any of its Affiliates, threatened against or affecting such Equity Owner or any of its Affiliates or any of their properties, assets, or bus in esses in any court or before or by any gover nmen tal departme nt, board, agency, or instrumentality, domestic or foreign, or any arbitrator which could, if adversely determined (or, in the case of an in vestigati on could lead to any acti on, suit, or proceed ing, which if adversely determ ined could) reas on ably be expected to materially impair such Equity Owner ' s ability to periftsrorbligations under this Agreement or to have a material adverse effect on the consolidated financial condition of such member; and such Equity Owner or any of its Affiliates has not received any currently effective notice of any default, and such Equity Owner or any of its Affiliates is not in default, under any applicable order, writ, injun cti on, decree, permit, determ in ati on, or award of any court, any governmental department, board, agency, or instrumentality, domestic or foreig n, or any arbitrator which could reas on ably be expected to materially impair such Equity Owner' sability to perform its obligati ons un der this Agreeme nt or to have a material(5) In vestme nt Compa ny Act; Public Utility Holdi ng Compa ny Act. Neither such Equity Owner nor any of its Affiliates is, nor will the Company as a result of such Equity Owner holding an Ownership Interest be, an investment company as defined in, or subject to regulation under, the Investment Company Act of 1940. Neither such Equity Owner nor any of its Affiliates is, nor will the Company as a result of such Equity Owner holding an Ownership In terest be, a hold ing compa ny, an affiliate of a hold ing compa ny, or a subsidiary of a holding company, as defined in, or subject to regulation under, the Public Utility Holdi ng Compa ny Act of 1935.13.20 ERISA Representation and Covenant. HHH Partners hereby represe nts, warra nts and cove nants that (a) its in vestme nt in the Compa ny does not create pla n assets un der Departme nt of Labor Regulation 2510.3101 and (b) HHH Partners will not permit any investment or take any action in the future that would create plan assets.13.21 C on fide ntial In formati on. All Con fide ntial In formati on of an Equity Owner shall rema in the property of such Equity Owner.any time, use (except in the bus in ess of the Compa ny) or disclose to any Pers on any Con fide ntial In formatio n of an Equity Owner.(a) Except as set forth here in, no Equity Owner shall prior to the completion of the winding up and liquidation of the Company (the Liquidation ) or for a period of two years thereafter, use or disclose to any Person (except in the bus in ess of the Compa ny) any Con fide ntial In formatio n of the Compa ny. The forego ing limitatio n shall not apply to the use or disclosure by FFF of any Intellectual Property Rights of FFF, including any Intellectual Property Rights obta ined by FFF from the Compa ny pursua nt to this Agreeme nt or the Lice nse Agreeme nt.(b) Notwithsta ndi ng anything to the con trary in this Agreeme nt, an Equity Owner may disclose Con fide ntial In formati on (i) with the prior written consent of the other Equity Owner; (ii) to the extent n ecessary to comply with applicable law, or an order or in formati on request of any civil or judicial authority, in which eve nt the party making such disclosure shall so notify the other parties as promptly as practicable and if possible, prior to making such disclosure shall seek con fide ntial treatme nt of such in formati on; (iii) to its auditors, attor neys or other professi onal advisors; provided that such EquityOwner shall be liable for any breach of this Secti on caused by such auditors, attorneys or professional advisors; or (iv) in connection with the enforcement of such Equity Owner' srights under this Agreement or any agreement which is expressly contemplated herei n.(c) Upon request, the Compa ny and each of the Equity Owners shall retur n to the owner of any Con fide ntial In formati on all copies, transcriptions of other reproductions of, and any notes relating to, such owner' Con fide ntial In formati on. The parties ack no wledge and agree that each of the parties would be irreparably harmed if any of its Con fide ntial In formati on were to be used or disclosed in violati on of this Agreeme nt, and further agree that each of the parties shall have the right to seek and obtain injunctive relief upon any violation of this Section 13.20, in addition to all of the rights and remedies available at law or in equity.(d) The terms of con fide ntiality un der this Agreeme nt shall notbe construed to limit any Equity Owner ' s (or its Affiliates ' ) i in depe nden tly develop or acquire services or products without use of ano ther party ' Con fide ntial In formatio n. Nothi ng in this Secti on 13.20 shall be deemed to grant to either Equity Owner a license under any other Equity Owner ' s Intellectual Property Rights.IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreeme nt as of the Effective Date.。

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佳答案有限责任公司章程（参考格式）第一章总则第一条依据《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，由等方共同出资，设立有限责任公司，（以下简称公司）特制定本章程。

第二条本章程中的各项条款与法律、法规、规章不符的，以法律、法规、规章的规定为准。

第二章公司名称和住所第三条公司名称：。

第四条住所：。

第三章公司经营范围第五条公司经营范围：（注：根据实际情况具体填写。

）第四章公司注册资本及股东的姓名（名称）、出资方式、出资额、出资时间第六条公司注册资本：万元人民币。

第七条股东的姓名（名称）、认缴及实缴的出资额、出资时间、出资方式如下：股东姓名或名称认缴情况设立（截止变更登记申请日）时实际缴付分期缴付出资数额出资时间出资方式出资数额出资时间出资方式出资数额出资时间出资方式合计其中货币出资（注：公司设立时，全体股东的首次出资额不得低于注册资本的百分之二十，也不得低于法定的注册资本最低限额，其余部分由股东自公司成立之日起两年内缴足;其中投资公司可以在五年内缴足。

全体股东的货币出资金额不得低于注册资本的百分之三十。

请根据实际情况填写本表，缴资次数超过两期的，应按实际情况续填本表。

一人有限公司应当一次足额缴纳出资额）第五章公司的机构及其产生办法、职权、议事规则第八条股东会由全体股东组成，是公司的权力机构，行使下列职权：（一）决定公司的经营方针和投资计划；（二）选举和更换非由职工代表担任的董事、监事，决定有关董事、监事的报酬事项；（三）审议批准董事会（或执行董事）的报告；（四）审议批准监事会或监事的报告；（五）审议批准公司的年度财务预算方案、决算方案；（六）审议批准公司的利润分配方案和弥补亏损的方案；（七）对公司增加或者减少注册资本作出决议；（八）对发行公司债券作出决议；（九）对公司合并、分立、解散、清算或者变更公司形式作出决议；（十）修改公司章程；（十一）其他职权。

（注：由股东自行确定，如股东不作具体规定应将此条删除）第九条股东会的首次会议由出资最多的股东召集和主持。

第十条股东会会议由股东按照出资比例行使表决权。

（注：此条可由股东自行确定按照何种方式行使表决权）第十一条股东会会议分为定期会议和临时会议。

召开股东会会议，应当于会议召开十五日以前通知全体股东。

（注：此条可由股东自行确定时间）定期会议按（注：由股东自行确定）定时召开。

代表十分之一以上表决权的股东，三分之一以上的董事，监事会或者监事（不设监事会时）提议召开临时会议的，应当召开临时会议。

第十二条股东会会议由董事会召集，董事长主持；董事长不能履行职务或者不履行职务的，由副董事长主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事主持。

（注：有限责任公司不设董事会的，股东会会议由执行董事召集和主持。

）董事会或者执行董事不能履行或者不履行召集股东会会议职责的，由监事会或者不设监事会的公司的监事召集和主持；监事会或者监事不召集和主持的，代表十分之一以上表决权的股东可以自行召集和主持。

第十三条股东会会议作出修改公司章程、增加或者减少注册资本的决议，以及公司合并、分立、解散或者变更公司形式的决议，必须经代表三分之二以上表决权的股东通过。

（注：股东会的其他议事方式和表决程序可由股东自行确定）第十四条公司设董事会，成员为人，由产生。

董事任期年，任期届满，可连选连任。

董事会设董事长一人，副董事长人，由产生。

（注：股东自行确定董事长、副董事长的产生方式）第十五条董事会行使下列职权：（一）负责召集股东会，并向股东会议报告工作；（二）执行股东会的决议；（三）审定公司的经营计划和投资方案；（四）制订公司的年度财务预算方案、决算方案；（五）制订公司的利润分配方案和弥补亏损方案；（六）制订公司增加或者减少注册资本以及发行公司债券的方案；（七）制订公司合并、分立、变更公司形式、解散的方案；（八）决定公司内部管理机构的设置；（九）决定聘任或者解聘公司经理及其报酬事项，并根据经理的提名决定聘任或者解聘公司副经理、财务负责人及其报酬事项；（十）制定公司的基本管理制度；（十一）其他职权。

（注：由股东自行确定，如股东不作具体规定应将此条删除）（注：股东人数较少或者规模较小的有限责任公司，可以设一名执行董事，不设董事会。

执行董事的职权由股东自行确定。

）第十六条董事会会议由董事长召集和主持；董事长不能履行职务或者不履行职务的，由副董事长召集和主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事召集和主持。

第十七条董事会决议的表决，实行一人一票。

董事会的议事方式和表决程序。

（注：由股东自行确定）第十八条公司设经理，由董事会决定聘任或者解聘。

经理对董事会负责，行使下列职权：（一）主持公司的生产经营管理工作，组织实施董事会决议；（二）组织实施公司年度经营计划和投资方案；（三）拟订公司内部管理机构设置方案；（四）拟订公司的基本管理制度；（五）制定公司的具体规章；（六）提请聘任或者解聘公司副经理、财务负责人；（七）决定聘任或者解聘除应由董事会决定聘任或者解聘以外的负责管理人员；（八）董事会授予的其他职权。

（注：以上内容也可由股东自行确定）经理列席董事会会议。

第十九条公司设监事会，成员人，监事会设主席一人，由全体监事过半数选举产生。

监事会中股东代表监事与职工代表监事的比例为：。

（注：由股东自行确定，但其中职工代表的比例不得低于三分之一）监事的任期每届为三年，任期届满，可连选连任。

（注：股东人数较少规格较小的公司可以设一至二名监事）第二十条监事会或者监事行使下列职权：（一）检查公司财务；（二）对董事、高级管理人员执行公司职务的行为进行监督，对违反法律、行政法规、公司章程或者股东会决议的董事、高级管理人员提出罢免的建议；（三）当董事、高级管理人员的行为损害公司的利益时，要求董事、高级管理人员予以纠正；（四）提议召开临时股东会会议，在董事会不履行本法规定的召集和主持股东会会议职责时召集和主持股东会会议；（五）向股东会会议提出提案；（六）依照《公司法》第一百五十二条的规定，对董事、高级管理人员提起诉讼；（七）其他职权。

（注：由股东自行确定，如股东不作具体规定应将此条删除）监事可以列席董事会会议。

第二十一条监事会每年度至少召开一次会议，监事可以提议召开临时监事会会议。

第二十二条监事会决议应当经半数以上监事通过。

监事会的议事方式和表决程序。

（注：由股东自行确定）第六章公司的法定代表人第二十三条董事长为公司的法定代表人，(注：也可是执行董事或经理)，任期年，由选举产生，任期届满，可连选连任。

（注：由股东自行确定）第七章股东会会议认为需要规定的其他事项第二十四条股东之间可以相互转让其部分或全部出资。

第二十五条股东向股东以外的人转让股权，应当经其他股东过半数同意。

股东应就其股权转让事项书面通知其他股东征求同意，其他股东自接到书面通知之日起满三十日未答复的，视为同意转让。

其他股东半数以上不同意转让的，不同意的股东应当购买该转让的股权；不购买的，视为同意转让。

经股东同意转让的股权，在同等条件下，其他股东有优先购买权。

两个以上股东主张行使优先购买权的，协商确定各自的购买比例；协商不成的，按照转让时各自的出资比例行使优先购买权。

（注：以上内容亦可由股东另行确定股权转让的办法。

）第二十六条公司的营业期限年，自公司营业执照签发之日起计算。

第二十七条有下列情形之一的，公司清算组应当自公司清算结束之日起30日内向原公司登记机关申请注销登记：（一）公司被依法宣告破产；（二）公司章程规定的营业期限届满或者公司章程规定的其他解散事由出现，但公司通过修改公司章程而存续的除外；（三）股东会决议解散或者一人有限责任公司的股东决议解散；（四）依法被吊销营业执照、责令关闭或者被撤销；（五）人民法院依法予以解散；（六）法律、行政法规规定的其他解散情形。

（注：本章节内容除上述条款外，股东可根据《公司法》的有关规定，将认为需要记载的其他内容一并列明。

）第八章附则第二十八条公司登记事项以公司登记机关核定的为准。

第二十九条本章程一式份，并报公司登记机关一份。

全体股东亲笔签字、盖公章：年月日Limited liability company charter (reference format) Chapter One of the first basis of the "PRC Company Law" (hereinafter referred to as the "Company Law") and related laws. regulations, jointly funded by the other side to set up a limited liability company (hereinafter referred to the company) is specially formulated charter. Second of all provisions of the Constitution and laws, regulations, rules and regulations are inconsistent with the law and regulations, the provisions of the regulations. Chapter 3 of the company name and company name : home. Home : 4. Chapter 5 of the operating company business areas : (Note : Under actual conditions specific to fill. ) Chapter IV of the names of the registered capital of the company and shareholders (name) basis, amounts of capital to finance the sixth time : 10,000 yuan of registered capital of the company. Seventh shareholders of the name (name), and shall be contributed by the investors subscribe to the investor, the investor as follows : subscribe to the established names of the shareholders (the deadline for registration of changes) when the amount actually paid by installments financed financed financed means the amount of time the investor financed investment means investment amount of time together currency means the investor time investor funds (Note : companies, first of all shareholders registered capital amounts to no less than 20%. have a registered capital of no less than the statutory minimum, and the rest by shareholders since the company paid up within two years from the date of establishment; investment companies which can be paid up in five years. Currency investors all the shareholders in the amount of registered capital of no less than 30%. Please fill in the table according to the actual situation. to pay more than two-frequency period. continued to fill the basis of the actual situation in the table. One person should be the first to pay the full amounts of capital Ltd.), the agency created by Chapter V, terms, Rule 8 of shareholders by all shareholders, is the authority to exercise the following powers : (a) The company's operating policies and investment decisions; (b) Election of the workers and representatives ofnon-replacement of the directors supervisors, the Board of Directors decided that the board remuneration; (c) Consideration of approval of the board of directors (or executive director); (4) consideration of approval of the board or the board of supervisors; (5) Consideration of approval of the annual financial budget plan accounts; (6) examined and approved the profit distribution plan and make up the losses; (7) to reduce or increase the registered capital of the company; (8) to make the issue of corporate bonds; (9) of the merger, separation, dissolution, liquidation or change in the form of the company; (10) to amend the company's charter; (11) other functions. (Note : by the shareholders to determine. If shareholders do not delete this provision shall be specified) 9 shareholders will be funded from the first meeting is convened and presided over the largest shareholder. 10th meeting of the shareholders will exercise their right to vote by the shareholders in accordance with the license. (Note : In accordance with this section to determine which shareholders may exercise the right to vote) 11 shareholders meeting will be divided into regular and ad hoc meetings. Held a shareholders meeting to be held on the 15th session of the notice to all shareholders. (Note : this section may be time to determine shareholders) by regular meetings (Note : by the shareholders to determine) held regularly. Represent 10% of the voting shareholders, more than one third of the directors, Board of Supervisors or the Board of Supervisors (not at the board of supervisors) proposal to convene a provisional meeting should be convened ad hoc meetings. 12 shareholders meeting convened by the board of directors, the chairman of the Chair; chairman is unable to perform his functions or failed to discharge their duties, the vice-Chair; vicechairman is unable to perform his functions or failed to discharge their duties, the directors elected a director more than half of the Chair. (Note : no board of a limited liability company. shareholders will be convened and chaired by the Executive Director. ) board of directors or executive director is unable to perform or not to perform the duties of convening meetings of shareholders. by the company's board of supervisors or board of supervisors is not convened and chaired; not convened and chaired the board of supervisors or the Board of Supervisors. 10% of the voting rights on behalf of their own shareholders, convened and chaired. 13th meeting of the shareholders to amend the company's charter to increase or reduce its registered capital, as well as company mergers, separation, dissolution or change in the form of companies, representing more than two-thirds of the voting shareholders to be passed. (Note : the other shareholders will be shareholders of the rules and voting procedures to determine) the 14th of the company, the board of directors members, by the produce. Directors, the term of office and may be re-elected. Chairman of the Board of Trustees established, vice chairman, from the produce. (Note : the shareholders to determine chairman and vice chairman of the way), the 15th of the following terms : the exercise of the Board (a) The shareholders will be convened to shareholders report; (b) the implementation of the resolutions of shareholders; (c) approval of the company's business plan and investment program; (4) Development of the annual financial budget plan accounts; (e) the profit distribution plan and make up the losses; (6) companies to increase or reduce its registered capital and the issuance of corporate bonds; (7) the enactment of the merger. separation of a company changes, the dissolution of the program; (8) the decision to set up internal management;(9) to appoint or fire the managers and their remuneration, and the hiring or firing decisions based on the nomination Manager Assistant Corporation, in charge of financial matters and their remuneration; (10) formulated the basic management system; (11) other functions. (Note : by the shareholders to determine if shareholders are not required to make specific provision should be deleted) (Note : shareholders of a small number of limited liability company or a smaller scale, can be an executive director. no board of directors. determine the terms of executive directors by shareholders. ), the 16th meeting of the Board convened and presided over by its chairman; chairman is unable to perform his functions or failed to discharge their duties, convened and chaired by the vice chairman; vice chairman is unable to perform his functions or failed to discharge their duties, directors elected by more than half, convened and chaired by a director. 17 of the board vote, one person, one vote. Board rules and voting procedures. (Note : by the shareholders to determine) the 18th manager of the company set up by the board of directors to appoint or fire. Manager of the board of directors to exercise the following powers : (i) the production and operation management. organization and implementation of the Board of Trustees;(2) organizing and executing annual business plans and investment companies; (c) the development of internal management and institutional arrangements; (4) the development of the company's basic management system; (E) the specific regulations; (6) drew the appointment or dismissal companies Assistant, chief financial officer; (7) The Board shall appoint or fire except hiring or firing decisions outside of the management; (8) other functions conferred by the Board of Trustees. (Note : The above may be content to determine shareholders) managers to attend meetings of the board of directors. Article 19 of the company board of supervisors members, the board of supervisors established a President, elected by a majority of the entire board.Representatives of the shareholders and the board of supervisors, the ratio of workers : supervisors. (Note : by the shareholders to determine. However, the proportion of workers not less than one-third) of the board for a term of three years each term expires. be eligible for re-election. (Note : smaller companies with fewer shareholders specifications can be set from one to two board members) 20 board of supervisors or the exercise of the following terms : (1) Inspect corporate finance; (2) of the directors, senior management officer in the execution of their duties to monitor the actions of the company. in violation of laws, administrative regulations and the constitution of the shareholders or directors and the removal of senior management personnel; (c) When the directors, senior management staff will harm the interests of the company, asked directors, senior managers be corrected; (4) the proposal to convene a provisional shareholders meeting the Board does not fulfill the provisions of this law will be convened and presided over the shareholders meeting, convened and chaired duties shareholders; (e) submit proposals to shareholders; (6) In accordance with the provisions of Article 152 of the "Company Law" to the directors, Senior management institute legal proceedings; (7) Other terms. (Note : by the shareholders to determine if shareholders are not required to make specific provision should be deleted) to attend a meeting of the Board of Supervisors can. At least the 21st annual meeting of the board of supervisors, the board can propose to convene a provisional board meeting. Article 22 The board of supervisors adopted the resolution should be approved by more than half. Board rules and voting procedures. (Note : by the shareholders to determine) Article 23 of Chapter VI, chairman of the company's legal representative for the company's legal representative. (Note : But also executive director or manager) for a term of years, by election, the expiry of the term of office and may be re-elected. (Note : by the shareholders to determine) shareholders Council under Chapter VII of the other issues that need to be between 24 shareholders mutual transfers some or all of its investment. Article 25 of the shareholders to shareholders other than the transfer of ownership should be agreed by a majority of other shareholders. Shareholders on the transfer of its shares to other shareholders to solicit written consent. other shareholders receiving written notice on the 30th day of the month following the expiration of a reply, as agreed to the transfer. More than half the other shareholders do not agree to the assignment, the shareholders do not agree to the transfer of ownership should be purchased; Not to buy. considered to have consented to the transfer. After the shareholders agree to the transfer of shares in the same condition, the other shareholders in a pre-emptive. Two or more shareholders exercise their right of pre-emption proposal, in consultation with their respective proportion of the purchase; Failure. According to the license transfer exercise their right of pre-emption. (Note : The above content can be determined by the shareholders to transfer the shares. ) 26th deadline for the turnover of the company, Since the company calculated the date of the issuance of business licenses. Article 27 is one of the following cases, Company liquidation team shall be liquidated within 30 days of the end of their own authorities to cancel the registration of registered companies : (a) The company was declared bankrupt. (2) the expiration of the period stipulated in the articles of the business or other dissolved matter stipulated in the articles appeared. However, the company continued to exist except to amend the company's charter; (c) one shareholder resolution to dissolve the limited liability company or the shareholders dissolved; (4) according to the suspension of a business license, or order the closure was revoked;(5) The Court will be dissolved; (6) laws, administrative regulations dissolved the other cases.(Note : In addition to the above provisions of this chapter as shareholders under the relevant provisions of the "Company Law". together with other elements that need to be specified in the records. ) Chapter 8 of the 28 companies were registered in the company registration office approved later. Twenty-one copies of the Constitution, and they shall be reported to a company registration office. All shareholders handwritten signature, date stamped :。

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