有限责任公司章程(中英文) - 副本
公司章程中英(3篇)
第1篇第一章总则第一条本章程根据《中华人民共和国公司法》及相关法律法规制定，旨在规范公司的组织与行为，明确公司股东、董事、监事、高级管理人员的权利和义务，保障公司合法权益，促进公司持续健康发展。
第二条公司名称：[公司全称]公司住所：[公司住所详细地址]第三条公司类型：[有限责任公司/股份有限公司]注册资本：[注册资本金额]经营范围：[公司经营范围]第四条公司为独立法人，享有民事权利，承担民事义务。
第二章股东及股东会第五条公司股东应当依法享有下列权利：（一）依照出资比例分取红利；（二）对公司增资、减资、合并、分立、解散、清算等事项作出决议；（三）查阅公司章程、股东会会议记录、董事会会议决议、监事会会议决议、财务会计报告；（四）对公司的经营行为进行监督；（五）公司章程规定的其他权利。
第六条公司股东应当承担下列义务：（一）按照出资额缴纳股款；（二）不得抽逃出资；（三）遵守公司章程；（四）公司章程规定的其他义务。
第七条股东会为公司最高权力机构，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；（三）审议批准董事会的报告；（四）审议批准监事会或者监事的报告；（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方案；（七）对公司增加或者减少注册资本作出决议；（八）对公司的合并、分立、解散、清算或者变更公司形式作出决议；（九）修改公司章程；（十）公司章程规定的其他职权。
第八条股东会会议分为定期会议和临时会议。
定期会议应当每年度召开一次，临时会议可以在下列情况下召开：（一）董事人数不足《公司法》规定人数的三分之二；（二）三分之一以上的股东请求；（三）董事会认为必要时；（四）监事会提议召开。
第九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。
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。
有限责任公司章程(最新版)
有限责任公司章程(最新版) Articles of association of limited liability company (Sino foreign(合同范本)姓名：单位：日期：编号：YW-HT-004371有限责任公司章程(最新版)说明：以下合同书内容主要作用是：经过平等协商达成一致意思后订立的协议,规定了相互之间的必须履行的义务和应当享有的权利，可用于电子存档或打印使用（使用时请看清是否适合您使用）。
有限责任公司章程（中外合作）（设董事会、监事适用）仅供公司设立时参考第一章总则第一条根据《中华人民共和国公司法》、中华人民共和国中外合作经营企业法》及其他有关法律规定，甲方：乙方：丙方：（以下简称合作各方）于年月日在签订了设立合作公司(以下简称公司)合同,特制订本章程。
第二条甲方名称（姓名）：国别：法定地址（住所）：乙方名称（姓名）：国别：法定地址（住所）：国别：法定地址（住所）：丙方名称（姓名）：国别：法定地址（住所）：第三条公司名称：法定地址：第四条合作各方对公司的责任以各自的投资或者提供的合作条件为限。
第五条公司为中国企业法人，受中国法律管辖和保护，其一切活动必须遵守中国的法律、法令和有关条例规定，不损害中国的社会公共利益。
公司是独立核算自负盈亏的经济实体，在批准的经营范围内，有权自主经营和管理，不受干涉。
第二章宗旨、经营范围、方式及规模第六条公司的经营宗旨：第七条公司的经营范围：第八条公司的生产规模：年生产量，年产值约（币种）元。
（本条只适用于生产型企业）第三章出资方式、出资额和出资时间及方式第九条公司投资总额为（币种）元，注册资本为（币种）元。
公司的注册资本的缴付方式：第十条甲方出资额为（币种）元/提供合作条件为，占%，期限为乙方出资额为（币种）元/提供合作条件为，占%，期限为丙方出资额为（币种）元/提供合作条件为，占%，期限为第十一条在经营期限内，公司不得减少注册资本数额。
公司章程中英文范本
公司章程中英文范本公司章程是一份重要的法律文件，用于规范和管理公司的运作。
下面是一个公司章程的中英文范本，供参考：公司章程。
第一章总则。
第一条公司名称。
本公司的名称为______________（中文）和______________（英文）。
第二条公司类型。
本公司为______________有限公司。
第三条公司注册地址。
本公司的注册地址为______________。
第四条公司经营范围。
本公司的经营范围包括但不限于______________。
第五条公司注册资本。
本公司的注册资本为______________。
第六条公司股东。
本公司的股东包括但不限于______________。
第七条公司董事会。
本公司设立董事会，董事会由______________人组成。
第二章公司股东。
第八条股东权益。
公司股东享有根据其持股比例享有的权益。
第九条股东会议。
公司股东会议是公司最高决策机构，股东会议由所有股东组成。
第十条股东会议决议。
公司股东会议的决议需要得到______________的同意。
第三章公司董事会。
第十一条董事会职权。
公司董事会负责公司的日常管理和决策。
第十二条董事会成员选举。
公司董事会成员由股东会议选举产生。
第十三条董事会会议。
公司董事会会议由董事长召集并主持。
第四章公司财务。
第十四条财务管理。
公司财务管理应符合相关法律法规和会计准则。
第十五条财务报告。
公司应按照规定编制和公布财务报告。
第五章公司治理。
第十六条公司治理结构。
公司应建立健全的公司治理结构，包括董事会、股东会议和监事会。
第十七条公司内部控制。
公司应建立有效的内部控制制度，确保公司的合规运营。
第六章公司解散与清算。
第十八条公司解散。
公司解散需要经过股东会议的决议。
第十九条公司清算。
公司清算应按照相关法律法规进行。
以上是一个公司章程的中英文范本，供参考使用。
请注意，每个公司的章程可能会根据具体情况进行调整和修改，建议在制定章程时咨询专业法律机构或律师的意见，以确保合规性和适用性。
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.。
公司章程范本中的公司章程中英文对照范例
公司章程范本中的公司章程中英文对照范例公司章程（Articles of Association）第一章：总则第一条【公司名称】本公司的名称为[公司名称]（简称“本公司”）。
第二条【公司类型】本公司为有限责任公司。
第三条【注册地址】本公司的注册地址为[注册地址]。
第四条【经营范围】本公司的经营范围包括但不限于：[经营范围]。
第五条【注册资本】本公司的注册资本为人民币[注册资本金额]（大写：人民币[注册资本金额大写]）。
第六条【股东】本公司的股东包括但不限于：[股东1姓名]、[股东2姓名]等。
第七条【管理层】本公司的管理层包括但不限于：董事、监事和经理等。
第八条【章程生效】本公司章程于[章程生效日期]生效，并取得法律效力。
第二章：股东权益第九条【股权登记】本公司股权登记由本公司的股东登记薄负责。
第十条【股权转让】股东在转让其股权时，应向公司提出书面申请，董事会有权根据有关法律和本章程的规定，决定是否同意该转让。
第十一条【股息分配】公司在扣除必要的费用后，将根据股东持有的股份比例，派发相应的股息。
第三章：董事会第十二条【董事会的职责】董事会按照法律、法规和公司章程的规定，管理和监督公司的日常运营和决策事项。
第十三条【董事的任职和离职】董事由股东大会选举产生，任期为[董事任期]。
董事可以连任。
第十四条【董事会决策】董事会的决策应当以股东利益为核心，并经过多数董事的同意方可生效。
第四章：监事会第十五条【监事会的职责】监事会按照法律、法规和公司章程的规定，对公司的财务状况和经营情况进行监督。
第十六条【监事的任职和离职】监事由股东大会选举产生，任期为[监事任期]。
监事可以连任。
第五章：经理第十七条【经理的职责】经理负责公司的日常经营管理工作。
第六章：公司章程的修订和解释第十八条【章程的修订】对公司章程的修订应当经过股东大会的决议，并符合法律和法规的要求。
第十九条【章程的解释】对公司章程的解释权归属于本公司的股东大会。
公司章程翻译中英文对照
公司章程翻译中英文对照公司章程第一章总则第一条公司名称：XXX有限公司（以下简称“公司”）。
第二条公司性质：本公司为有限责任公司。
第三条公司注册地址：XXX省XXX市XXX区XXX街XXX号。
第四条公司经营范围：1.经营国家法律规定并允许的业务；2.按照公司章程和法律规定的其他业务。
第五条公司的宗旨和经营理念：1.宗旨：本公司以稳定经营、创造价值为宗旨；2.经营理念：诚信经营，追求卓越。
第六条公司的注册资本：壹佰万元整。
第七条公司的业务范围：XXX。
第八条公司组织形式：董事会领导下的总经理制。
第二章股东第九条股东的权利和义务：1.享有公司利润分配权；2.享有优先购买权；4.承担相应的经济风险；5.按照公司章程和法律规定的义务。
第十条股东的出资方式和额度：1.股东可以以货币、实物或者其他形式出资；2.出资额度根据公司章程和股东协议确定。
第十一条股东的增减和转让：1.股东可以随时增加出资额；2.股东可以以书面形式转让股份；3.股权转让需要经过股东会批准。
第十二条股东会：1.股东会是公司的最高权力机构；2.股东会可以代表股东行使公司权力；3.股东会议决议需要通过股东的三分之二以上同意。
第十三条股东会议记录：1.股东会议的时间和地点需要提前通知；2.股东会议记录要详细记录决议内容和投票结果。
第三章经营管理第十四条董事会：2.董事会的成员由股东会选举产生。
第十五条总经理：1.总经理由董事会任命产生；2.总经理负责公司的日常经营管理；3.总经理需要向董事会汇报工作。
第十六条法定代表人：1.公司法定代表人为总经理；2.总经理代表公司行使法律上的权益。
第十七条员工：1.公司鼓励员工的创新和学习；2.公司保护员工的合法权益。
第十八条财务管理：1.公司设立独立的财务部门；2.财务部门负责公司的财务管理。
第四章监督机构第十九条监事会：1.监事会是公司的监督机构；2.监事会的成员由股东会选举产生。
第二十条审计：1.公司每年进行一次审计；2.审计结果由监事会和股东会审核。
【精品文档】公司章程中英文版-实用word文档（13页）
【精品文档】公司章程中英文版-实用word文档（13页）本文部分内容来自网络整理所得，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即予以删除！== 本文为word格式，下载后可方便编辑修改文字！ ==公司章程中英文版公司章程中英文版YESMIDA (HONG KONG) GROUP CO.,LIMITED也思密达(香港)集团有限公司章程First:--The name of the Company is "yesmida(HONG KONG)GROUP CO.,LIMITED一：本公司名称为 YESMIDA (HONG KONG)GROUP CO.,LIMITED也思密达(香港)集团有限公司Second:--The Registered Office of the Company will be situated in Hong Kong.二：本公司的注册办公地址位于香港。
Third:--The liability of the members is limited三：本公司成员的责任是有限的。
Fourth:--The Share Capital of the Company is HK$10,000.00 divided into 10,000 shares of HK$1.00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital,original or increased, with or without preference, priority or special privileges, or subject to any postponement of rights or to any conditions or restrictions and so that,unless the conditions of issue shall otherwise expressly declare,every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.四：本公司的股本为港币$10,000.00，分为10,000股每股面值港币1.00元，公司有权增加或减少上述股本及发行原本或经增加的股本的任何部份，不论该等股票是否附带优惠，优先权或特权，或是否受制于权利的延迟行使或任何条件或限制，以致(发行条件另有明文公布除外)，每次股票发行均须受制于上述所指权力，不论所发行的股票是否被公布为优先股票或其他股票。
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(中英文)---副本
有限责任公司章程(中英文)---副本Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《中华人民共和国公司法》、《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 accordance 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 accordance 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注册。
Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau.名称： Company name: Jiande Dijia Textiles Co., Ltd.住所： Domicile: Huangliyang industrial zone,Qiantantown,Jiande,Zhejiang,China第四条公司经营范围为：纺织品的生产，销售，经营货物进出口。
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。
公司章程中英对照
公司章程中英对照第一章总则第一条公司名称：XXX有限公司(以下简称“本公司”)第二条公司法定地址：XX省XX市XX区XX路XX号第三条公司经营范围：XXX业务第四条公司出资方式：注册资本金第五条公司业务规模：为了适应市场需求，公司可以根据需要，扩大经营范围。
Chapter 1 General ProvisionsArticle 2 Registered Address: XX Province, XX City, XX District, XX Road, No. XXArticle 3 Business Scope: XXX businessArticle 4 Capital Contribution: Registered capital第二章公司股权第六条公司注册资本总额XXX万元，分为XXX股份，每股面值XXX元。
第七条公司股权以股份形式存在，股份持有人有权享有由其所持有的股份数量所相应的权益。
第八条公司股权的转让需要经股东大会的批准，并按照国家相关法律法规的规定执行。
第九条公司股东享有按照其持股比例分享分红、决策、知情、检查、监督等权利。
第十条股东对于公司的经营决策应当按照法律法规及公司章程的规定，进行听证、表决等程序，确保决策的公平合理。
Article 9 Shareholders have the rights to share dividends, participate in decision-making, be informed, inspect, and supervise in proportion to their shareholding.第三章公司治理第十一条公司设立董事会，负责制定公司的运营策略和决策事项。
第十二条公司董事会由董事组成，董事由股东大会选举产生。
第十三条公司董事会的职权、任职条件、任期等事项由公司董事会章程规定。
第十四条公司设立监事会，监督公司的经营活动，保障公司利益和股东权益。
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。
##有限公司公司章程范本(英文)
STANDARDIZED COMPANYARTICLES OF ASSOCIATION(DRAFT: MAY 10, 2000)STANDARDIZED COMPANY ARTICLES OF ASSOCIATIONTABLE OF CONTENTSChapter 1. General ProvisionsChapter 2. Purpose and Scope of BusinessChapter 3. SharesChapter 4. Shareholders and the General Meeting of ShareholdersChapter 5. Board of DirectorsChapter 6. General ManagerChapter 7. Supervisory BoardChapter 8. Financial Affairs, Accounting and AuditingChapter 9. Labor Management, Labor Union and Employee BenefitsChapter 10. Dispute ResolutionChapter 11. Notification and AnnouncementChapter 12. Merger, Division, Dissolution and LiquidationChapter 13. Amendment of Articles of AssociationChapter 14. Supplementary ProvisionsCHAPTER 1. GENERAL PROVISIONSArticle 1These Articles of Association are formulated according to the China Company Law, the Instruction regarding Articles of Association for Listed Companies, and otherrelevant regulations for the purposes of maintaining the legitimate benefit for the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.Article 2This Company is a joint stock limited liability company established according to the Company Law and other relevant regulations.The Company is established with the mode of incorporation by means of share offer, as approved by Decree No. ___ of 2000 of the State Economic and Trade Commission, and registered in the State Administration for Industry and Commerce so asto obtain a business license.Article 3The Company initially issued _____ million RMB common shares to the public on __________, 2000 by the approval of the China Securities Regulatory Commission. Thoseshares included _____ million domestic shares subscribed in RMB form issued toinvestors. The Company was listed on the _________ Stock Exchange on_____________, 2000.(OPTIONAL (IF RELEVANT)- Those shares also included ____ million foreign capital shares subscribed in foreign currency form issued to foreign investors and listed onthe domestic stock exchange.)Article 4The name of the Company is:________________________________________ (Chinese)________________________________________ (English)Article 5The domicile of the Company is:No. ____, ___________ Road, _____________________________Post Code: ____________________Article 6The registered capital of the Company is ______ billion RMB.Article 7The Company is a perpetual joint stock limited liability company.Article 8The Chairman of the Board of Directors is the legal representative of the Co mpany. Article 9The entire assets of the Company is divided into an equal number of shares. Each shareholder shall assume liability to the extent of his shareholding in the Company. TheCompany shall assume liability for its debt to the extent of its entire assets.Article 10From the date that it takes effect, these Articles of Association shall become a binding legal document to standardize the organization and behavior of the Company, andto set the rights and obligations between the Company and its shareholders and for the shareholders with each other.Article 11Other superior/top managers referred to in these Articles of Association are the Secretary of the Board of Directors and the person in charge of financial affairs. Article 12The Company has the right to raise funds through various legal sources, including, but not limited to, loans and the issuance of bonds. However, such funds may be raisedonly after preconditions are met which are set by relevant laws, administrative rules andregulations, and by the provisions of these Articles of Association. The Company also hasthe right to provide a guarantee to any third party.The Company is an independent legal person, all of whose behavior shall abide by China laws and regulations and shall protect the legitimate interests and rights of shareholders. The Company shall be governed and protected by China laws, administrative rules and other regulations issued by the Government.Article 14The Company may invest in other limited liability companies and joint stock limited liability companies. It shall assume liability in such cases to the extent of its investment in such companies.The aggregate amount of such investments shall not exceed the limits set by Article 12 of the Company Law, that is 50% of net assets, and be related to the requirements foroperation and management of the Company.Article 15The Company shall not be an unlimited liability shareholder of any other economic organization.CHAPTER 2. PURPOSE AND SCOPE OF BUSINESSArticle 16The purpose of the Company is to construct, develop and operate a high class roadin a positive manner which has a large potential traffic volume and a stable revenue. Theroad shall improve the road network in its area of operation and for adjacent areas, andpromote regional economic development. It shall satisfy its shareholders with a reasonablerate of return on their investment.Article 17The scope of business of the Company, as approved by the Registration Authority,is to invest in the development, construction and operation of a toll road, to repair vehicles,to lease vehicles and machinery equipment, and to provide consulting services. CHAPTER 3. SHARESSection 1. Issuance of SharesArticle 18The shares of the Company are in the form of stock.Article 19All shares issued by the Company are common shares.Article 20The shares of the Company shall be issued based upon the principle of openness, fairness and impartiality. Thus each share shall have the same rights and each share shallreceive the same profit.The nominal price of the stock issued by the Company shall be indicated in RMB. Article 22The domestic shares issued by the Company shall be in the centralized trusteeshipof the __________ Stock (Exchange) Registration Limited Company. (OPTIONAL (IF RELEVANT)- The foreign capital shares listed in the domestic stock exchange shall also be in the centralized trusteeship of the ____________ Stock (Exchange) Registration Limited Company.)Article 23The total number of common shares issued by the Company after approval are______ billion shares. Upon its establishment, the Company issued common shares to thefollowing sponsors, which account to _____% of the total amount of common shares: _____________________________________(____%)_____________________________________ (___%)_____________________________________ (___%)Article 24The equity structure of the Company is _____ billion common shares, amongwhich ____ million shares are held by the sponsors. The other ____ million shares are held____ million by domestic shareholders and ____ million by foreign shareholders, all listedon the _______ domestic Stock Exchange.(OPTIONAL (IF RELEVANT)- ___ million shares are held by foreign shareholders, all listed on the __________ domestic Stock Exchange.)Article 25The Company or its subsidiary companies (including affiliated enterprises) shallnot provide any financial assistance to persons who purchase or propose to purchase theCompany's shares through such forms as grants, advances, guarantees, compensation orloans. Such persons shall include any person who assumes direct or indirect liability resulting from the purchase of Company shares.In addition, the Company or its subsidiary companies (including affiliated enterprises) shall not, in any form, provide any financial assistance to theabove-mentionedpersons for the purpose of reducing or taking over the obligations of that person. Section 2. Increase in, Reduction of and Repurchase of SharesArticle 26For the purpose of operation and development, and according to laws and regulations and to resolutions made by the Board of Directors, the Company shall adopt thefollowing methods for increasing its capital:1. issue shares to the public;2. restrict sales of stock to the present shareholders;3. allot bonus shares to the present shareholders;4. increase capital using common reserve funds; and5. other methods/modes approved by laws and regulations and by theSecurities Administration Department in the State Council.Article 27The Company may reduce its registered capital according to the regulations set in these Articles of Association. It shall also follow the procedures set in the Company Lawand in other regulations.Where such reduction of capital occurs, the Company shall prepare a balance sheet and inventory of assets.The Company shall inform its creditors of the reduction of registered capital within ten (10) days following the date on which the reduction resolution is adopted, and make atleast three announcements regarding the reduction in a newspaper within thirty (30) days.The creditors shall have the right to claim full repayment of their debts or have the provision of a corresponding guarantee from the Company within thirty (30) days from thedate of receipt of such notice, or within ninety (90) days from the date of the first publicannouncement for those creditors who did not receive a notice directly.After the reduction, the registered capital of the Company shall not be less than the statutory minimum limit.Article 28The Company shall repurchase its shares in the following cases, after the approvalof the relevant Government administrative departments:1. cancellation of the shares to reduce the Company's capital; and2. merger with other companies which have shares in the Company.The Company shall not buy or sell its shares except in the above cases.Article 29Where the Company repurchases its shares, such repurchase shall be conducted in one of the following methods:1. an offer of repurchase of shares is made to all shareholders according to the proportion of stock that they own;2. repurchase through open transaction; and3. other methods/modes as approved by law and regulations and by theSecurities Administration Department in the State Council.Article 30The Company shall canceled the repurchased shares within ten (10) days of their repurchase. It shall apply to the Industrial and Commercial Administration Bureau for achange in its registered capital.Section 3. Transfer of SharesArticle 31The shares of the Company may be transferred according to law.Article 32The Company shall not accept its own shares as a form of hypothecation.Article 33Shares held by sponsors shall not be transferred within three (3) years of the establishment of the Company.Directors, the general manager and other superior managers of the Company shall each declare the number of shares he (or she) possesses during the period of his employment. He (or she) shall not transfer his shares during that period and within six (6)months after leaving that position.Article 34Where shareholders who possess at least 5% of voting rights shares sell their shares within six (6) months after they are purchased, or buy such shares again within six (6) months after selling them, then the profits received shall be owned/taken by the Company.The preceding paragraph is applicable to directors, supervisory personnel, the general manager and other superior managers who are legal person shareholders possessing 5% voting rights shares.CHAPTER 4. SHAREHOLDERS AND THE GENERAL MEETING OF SHAREHOLDERSSection 1. ShareholdersArticle 35Shareholders are the persons who hold shares of the Company legitimately, and whose names are registered in the shareholders' register.Shareholders shall enjoy rights and assume obligations according to the different types of shares held. Shareholders who have the same type of shares shall enjoy the samerights and assume the same obligations.Article 36The shareholders' register is sufficient evidence to prove that shareholders hold the Company's shares,. except where there is evidence to the contrary.Article 37The Company shall establish the shareholders' register based upon evidence provided by the Securities Registration Authority. The register shall list the following information:1. name (title), address (domicile), job/vocation or ownership of each shareholder;2. type and number of shares held by each shareholder;3. whether the shares held by each shareholder have been paid for or are stillpayable;4. the serial numbers of the shares held by each shareholder;5. the date of registration of each shareholder as a shareholder; and6. the date of termination of each shareholder as a shareholder.The Company shall sign a centralized trustee agreement with the Securities Registration Authority to check the information regarding major shareholders and to keeptrack of the change (including pledging of shares) of the holdings of major shareholdersperiodically so that its share structure is kept up-to-date.Article 38Each part of the shareholders' register shall not overlap with another. The transferof shares registered in a certain part of that register shall not also be registered in other partsof the shareholders' register during the registration period.Amendment or change of the shareholders' register shall be conducted according to the relevant law.Article 39When the Company convenes a shareholders' general meeting, allocates a share dividend, makes clearance (????) or conducts other actions where share rights are requiredto be identified, then the Board of Directors shall set one day as share rights registrationday. Shareholders who are recorded before the completion of registration shall then be considered shareholders of the Company.Article 40A change of registration of shareholders shall not occur due to a transfer of shares within thirty (30) days of the convening of a shareholders' general meeting or within five(5) days prior to the date set for allocation of share dividends.Article 41Where any shareholder requires the registration of his name (or title) on the shareholders' register or the cancellation of his name (or title) from the shareholders' register due to an objection to what is contained in the shareholders' register, then he mayapply to the court which has jurisdiction for a change in the shareholders' register. Article 42Where any shareholder who is registered in the shareholders' register, or is requiredto register his name (or title) in the shareholders' register, loses his original shares, then hemay apply to the Company for the issuance of new shares on the basis of the relevant original shares. Where shareholders holding domestic shares apply for such reissuance,then Article 150 of the Company Law shall be applicable.After the reissuance of new shares by the Company according to these Articles of Association, the name (or title) of bona fide purchasers who hold theabove-mentioned newshares or of shareholders who are registered as the owners of such shares (as a bona fidepurchaser) shall not be canceled from the shareholders' register.Article 43The Company has no obligation to indemnify any person damaged by the cancellation of original shares or by the reissuance of new shares, except where a party canprove that the Company has acted fraudulently.Article 44The shareholders of the Company shall enjoy the following rights:1. to obtain share dividends and other types of benefit allocation to the extentof their number of shares;2. to attend, or entrust a proxy on his behalf to attend, the shareholders'general meeting;3. to exercise voting rights according to their number of shares;4. to supervise the operations of the company, and make recommendationsand inquiries regarding such operations;5. to transfer, bestow/donate or pledge their shares according to laws,regulations and articles of association;6. to obtain the following information according to laws and these articles of association:1. the articles of association, after payment of the cost of copying;2. the right to request and receive a copy after paying a reasonable feeof:A. information concerning their share holding;B. a record of the shareholders' general meeting;C. the interim report and annual report; andD. the total amount of equity and the equity structure.7. where the Company terminates or liquidates, to participate in theallocation of the residuary assets of the Company according to theirnumber of shares; and8. other rights entrusted to them by laws, regulations and by theseArticles of Association of the Company.Article 45Where shareholders request the checking of relevant information or ask for materials listed in the preceding Article, then they shall provide written documents whichproof the type and number of their shares. The Company shall check their status and provide the materials requested.Article 46Where a resolution is passed by the shareholders' general meeting and the board ofdirectors violates laws and regulations and infringes on legitimate benefits of shareholders,then the shareholders have the right to file suit to stop such illegal actions and prejudicialacts in the People's Court concerned.Article 47Shareholders shall perform the following obligations:1. obey the Articles of Association;2. render equity according to the shares they subscribed and the type of admission; (??????)3. not retire shares, except in the cases regulated by laws and regulations;4. other obligations as stipulated by laws and regulations, and by theseArticles of Association.Article 48Where shareholders who possess 5% or more of the shares of the Company pledge their shares, then they shall report to the Company in writing within three (3) working daysfrom the date that such pledge occurred.Article 49Where the holding/dominant shareholder exercises his voting rights, he shall not make decisions which impair the legitimate benefit of the Company and of other shareholders.Article 50The "holding/dominant shareholder", as referred to in these Articles of Association,is the shareholder who has one of the following characteristics:1. he himself, or by taking concerted action with other persons, can selectmore than one-half of the Company directors;2. he himself, or by taking concerted action with other persons, can exercisemore than 30% of the voting rights or can control the exercise of morethan 30% of the voting rights;3. he himself, or by taking concerted action together with other persons,possesses more than 30% of the shares of the Company; and4. he himself, or by taking concerted action together with other persons, cancontrol the Company in reality through other methods.The "concerted action" referred to above relates to the agreement of two or more persons (whether oral or written) that one of those persons has the voting rights to controlor stabilize the control of the Company.Section 2. Shareholders' General MeetingArticle 51The shareholders' general meeting decides the important issues regarding the Company. It shall exercise the following functions and powers according to law:1. to decide the business operation and investment plans for the Company;2. to elect and replace members of the board of directors, and to decide uponmatters related to the remuneration of the directors;3. to elect and replace the supervisors who are represented by shareholdersand to decide upon matters concerning the remuneration of suchsupervisors;4. to examine and approve the report of the Board of Directors;5. to examine and approve the report of the supervisory board;6. to examine and approve the Company's fiscal budget and its final accounts;7. to examine and approve plans for the Company's profit distribution and forthe making up of its losses;8. to adopt resolutions on the increase or reduction of the registered capital ofthe Company;9. to adopt resolutions regarding the issuance of Company bonds;10. to adopt resolutions on matters such as merger, division, dissolution and liquidation of the Company;11. to amend the Articles of Association;12. to adopt resolutions on the hiring or firing of an accounting firm;13. to examine and approve proposals made by shareholders who representmore than 5% of the total shares with voting rights which are issued to the public; and14. to examine and approve other matters which shall be determined by the shareholders' general meeting, based upon laws, regulations and theseArticles of Association.Article 52There are two types of shareholders' general meeting, namely the annual meeting and the special/periodic meeting. The annual meeting shall be convened once a year withinsix (6) months after the end of the preceding fiscal year.Article 53A special shareholders' general meeting shall be convened within two (2) months if one of the following situations occurs:1. if the number of directors is less than the minimum number set by the Company Law, or less than two-thirds of the number required by these Articles of Association;2. if the amount of the Company's losses that have not been made up reachone-third of its total share capital;3. if shareholders holding ten percent (10%) or more of the Company's shares, either individually or jointly (not including proxy rights) request in writing the conveningof a shareholders' meeting;4. if the board of directors deems it necessary;5. if the supervisory board proposes to convene: and6. other situations, as stipulated in these Articles of Association.The holding of shares by shareholders for item 3 shall be calculated as of the date of the written request.Article 54A special shareholders' general meeting may adopt resolutions only upon the matters listed in the notice of meeting.Article 55A shareholders' general meeting shall be convened by the Board of Directors in accordance with law and presided over by the Chairman of the Board. Where the Chairman is unable to perform his duties due to special reasons, then the Vice Chairman, orother director designated by the Chairman, may preside over such meetings. Where theChairman and Vice Chairman and any other candidates designated by the Chairman areunable to attend the meeting, then a shareholder voted by a majority of all shareholdersattending the meeting may preside. Where such shareholder is unable to preside over themeeting due to any reason, then the meeting shall be presided over by the shareholder (orhis proxy) who attends the meeting and holds the most voting rights.Article 56When the Company plans to convene a shareholders' general meeting, then the Board of Directors shall notify all shareholders forty-five (45) days prior to the meeting.The shareholders who are going to attend the meeting shall give a written reply that theywill attend to the Company twenty (20) days prior to the meeting.In calculating the forty-five (45) days' notice, the date of the issuance of notification shall not be included.Article 57The Company shall calculate the number of shares with voting rights based uponthe written reply received twenty (20) days prior to the shareholders' general meeting. Where the number of voting rights shares held by shareholders who are going to attend themeeting reaches one-half (1/2) of the total of shares with voting rights of the Company,then the general meeting can be held. Otherwise, the Company shall inform the shareholders again, using the form of an announcement about the matters to be discussed inthe meeting, of the date and location of a meeting to be held within five (5) days. The Company may convene such a shareholders' general meeting after such announcement hasbeen made.Article 58The notice for a shareholders' general meeting shall meet the followingrequirements:1. be in written form;2. specify the date, location and duration of the meeting;3. describe the matters to be considered at the meeting;4. provide the materials and explanations necessary for shareholders to make sensible decisions regarding the matters to be discussed. Principally, these include (but arenot limited to) the specific terms and contract (if there is one) for a proposed transaction,and a detailed explanation of its origin and sequence where the Company proposes a merger, repurchase of shares, restructuring of shares or other form of restructuring;5. where any directors, supervisory personnel, the general manager and other superior managers have an important interest with regard to matters to be discussed, thenthe nature and extent of that interest shall be disclosed. Further, where the impact of thematters to be discussed by such directors, supervisory personnel, general manager and other superior managers who are shareholders is different from the impact on other shareholders of the same type, then that difference shall be illustrated;6. contain the full text of any special resolution proposed to be passed at the meeting;7. provide a clear description stating that all shareholders have the right toattend the shareholders' general meeting and to entrust a proxy, as necessary, who does notneed to be a shareholder of the Company, to attend the meeting and also to put forward aresolution;8. the time set for delivery of the name and address of any proxies for voting;9. the date set for final registration of shareholders who are eligible to attendthe shareholders' general meeting; and10. the name and phone number of the contact person regarding the meeting.Article 59The notice of the shareholders' general meeting shall be delivered by a specific person or mailed, postage paid, to all shareholders (whether or not such shareholder has avoting right). The address of the receiving party shall be the address registered in the shareholders' register. The notice of a shareholders' general meeting shall be in the form ofan announcement for shareholders who hold domestic shares.The announcement mentioned in the preceding paragraph shall be published in oneor more newspaper appointed by the Securities Registration Authority/Administrative Department of the State Council prior to 45 to 50 days before the meeting. All shareholders who hold domestic shares shall be considered as having received that noticeof shareholders' general meeting upon the publication of that announcement.Article 60Where the meeting notice is not delivered to, or received by, a person who has the right to get a meeting notice because of an accidental mistake, the meeting and any resolution adopted at that meeting shall not be invalid due to that cause.Article 61Shareholders may attend the shareholders' general meeting either themselves ormay entrust a proxy to attend the meeting and make decisions for them. Shareholders shall entrust a proxy in a written form which shall be signed by the consigning party and by the party receiving the proxy. Where the party giving the proxy isa legal person, the proxy/power of attorney shall be affixed with its seal and signed by theperson receiving the proxy.Article 62Shareholders who attend the general meeting in person shall show their identification cards and evidence of their shareholding. Where they entrust another personto be their proxy and attend the meeting, then the proxy shall provide his identificationcard, the power of attorney for the proxy, and evidence of the shareholding.The legal representative or proxy entrusted by the legal representative of a shareholder which is a legal person may attend the meeting. Where a legal representativeattends the meeting, then he shall present his identification card, effective evidence of hisqualification as a legal representative and evidence of the shareholding. Where an entrusted proxy attends the meeting, then the proxy shall present his identification card, thepower of attorney issued for him by the legal representative of a shareholder who is a legalperson, and evidence of the shareholding.Article 63A power of attorney issued by a shareholder to entrust another person as proxy to attend a meeting shall contain the following:1. the name of the shareholder giving the proxy;2. the voting rights of that shareholder (if any);3. the instruction to the proxy on every item to be discussed at the meeting,whether to approve, oppose or abstain;4. if the shareholder has voting rights on a provisional proposal which will belisted in the general meeting agenda, what is the detailed instruction on how to use thosevoting rights;5. the date and validation of the power of attorney/proxy;。
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:。
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,。
Limited Liability Company(有限责任公司章程)
正文简单编辑LIMITED LIABILITY COMPANYOPERATING AGREEMENT Execution CopyCCC Ventures I, LLCA _________(PLACENAME)Limited Liability Company_________,_________,_________(M/D/Y)TABLE OF CONTENTSARTICLE I NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY1.1. Name1.2. Agreement1.3. Purpose; Powers1.4. Registered Office and Agent1.5. Principal Office1.6. DefinitionsARTICLE II TERM AND TERMINATION OF THE COMPANY2.1. Term2.2. Termination2.3. Extension of TermARTICLE III INITIAL MEMBERS; CHANGES IN MEMBERSHIP3.1. Name and Address3.2. Admission of Additional Members3.3. Death, Disability or Withdrawal of a Managing Member3.4. Withdrawal of a MemberARTICLE IV MANAGEMENT, DUTIES AND RESTRICTIONS4.1. Management4.2. Conversion of Status as Managing Member4.3. Liability of Members to the Company and the Other Members 4.4. Restrictions on the Members4.5. Additional Restrictions on Non-Managing Members4.6. OfficersARTICLE V CAPITAL CONTRIBUTIONS5.1. Capital Commitments and Membership Interests of the Members 5.2. Liability of the Members5.3. Liability of Transferees5.4. Defaulting MembersARTICLE VI CAPITAL ACCOUNTS AND ALLOCATIONS6.1. Capital Accounts6.2. Definitions6.3. Allocation of Net Income or LossARTICLE VII EXPENSESARTICLE VIII DISTRIBUTIONS8.1. Interest8.2. Mandatory Distributions8.3. Discretionary DistributionsARTICLE IX ASSIGNMENT OR TRANSFER OF MEMBERS' INTERESTS9.1. Restrictions on Transfer of Members' Interests9.2. Opinion of Counsel9.3. Violation of Restrictions9.4. Agreement Not to Transfer9.5. Multiple Ownership9.6. Substitute MembersARTICLE X VESTING OF PERCENTAGE INTERESTS10.1. Vesting of Managing Members' and CCC's Interests10.2. Vesting of Other Non-Managing Members' and Additional Members' Interests ARTICLE XI DISSOLUTION AND LIQUIDATION OF THE COMPANY11.1. Liquidation ProceduresARTICLE XII FINANCIAL ACCOUNTING AND REPORTS12.1. Tax Accounting and Reports12.2. Valuation of Securities and Other Assets Owned by the Company 12.3. Supervision; Inspection of Books12.4. ConfidentialityARTICLE XIII OTHER PROVISIONS13.1. Execution and Filing of Documents13.2. Other Instruments and Acts13.3. Binding Agreement13.4. Governing Law13.5. Notices13.6. Power of Attorney13.7. Amendment Procedure13.8. Effective Date13.9. Entire Agreement13.10. Titles; Subtitles13.11. Company Name13.12. Exculpation13.13. Indemnification13.14. Limitation of Liability of Members13.15. Arbitration13.16. Tax Matters Partner13.17. Taxation as CompanyARTICLE XIV MISCELLANEOUS TAX COMPLIANCE PROVISIONS14.1. Substantial Economic Effect14.2. Income Tax Allocations14.3. WithholdingEXHIBIT A Members' Capital Commitments and Percentage InterestsCCC Ventures I, LLCa _________(PLACENAME) Limited Liability CompanyOPERATING AGREEMENTThis Operating Agreement is entered into as of _________,_________,_________(M/D/Y), by and among (i) AAA(Sb) and BBB(sb), as managing members (the "Managing Members"), and (ii) CCC Group, Inc. ("CCC") and each of the other persons whose names are set forth under the heading "Non-Managing Members" on Exhibit A attached hereto, as non-Managing Members (such persons and any additional non-Managing Member admitted after the date of this Agreement being referred to herein as the "Non-Managing Members"). The Managing Members and the Non-Managing Members are referred to herein collectively as the "Members."The Members have formed the Company by causing a Certificate of Formation (the "Certificate") conforming to the requirements of the _________(PLACENAME) Revised Limited Liability Company Act (the "Act") to be filed in the Office of the Secretary of State for the State of _________(PLACENAME).ARTICLE INAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY1.1. Name. The name of the Company is "CCC Ventures I, LLC." The affairs of the Company shall be conductedunder such name or such other name as the Managing Members may, in their discretion, determine.CCC hereby grants the Company the right, at no cost, to use the "CCC" name for the term of theCompany as set forth in Article II hereof.1.2. Agreement. In consideration of the mutual covenants herein contained and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Members executingthis Agreement hereby agree to the terms and conditions of this Agreement, as it may be amendedfrom time to time. It is the express intention of the Members that this Agreement shall be thesole statement of agreement among them, and, except to the extent a provision of this Agreementexpressly incorporates matters by express reference, this Agreement shall govern even wheninconsistent with or different from the provisions of the Act or any other provision of law.1.3. Purpose; Powers.(a) Purpose. The primary purpose of the Company is to act as the general partner of CCC eCommerceFund, L.P. (the "Fund").(b) Powers. Subject to all of the terms and provisions hereof, the Company shall have all powersnecessary, suitable or convenient for the accomplishment of the purpose of the Company,including, without limitation, the following:(1) to purchase, sell, invest and trade in securities of every kind, including, withoutlimitation, capital stock, limited partnership interests, bonds, notes, debentures,securities convertible into other securities, trust receipts and other obligations,instruments or evidences of indebtedness, as well as in rights, warrants and optionsto purchase securities;(2) to make and perform all contracts and engage in all activities and transactions necessaryor advisable to carry out the purposes of the Company, including, without limitation,the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidentsof ownership or possession with respect to any Company asset or liability; the borrowingor lending of money and the securing of payment of any Company obligation by hypothecationor pledge of, or grant of a security interest in, Company assets; and the guarantee ofor becoming surety for the debts of others; and(3) otherwise to have all the powers available to it as a limited liability company underthe Act.1.4. Registered Office and Agent. The initial address of the Company's registered office in_________(PLACENAME) is 15 East North Street, Dover, Wilmington, County of Kent, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine.1.5. Principal Office. The principal office of the Company shall initially be located at 4500 BohannonStreet, Menlo Park, California 94025. The Managing Members may change the location of the principal office of the Company at any time.1.6. Definitions.(b) Affiliate. With reference to any person, any other person controlling, controlled by or underdirect or indirect common control with such person.(c) Agreement. This Operating Agreement of CCC Ventures I, LLC, a _________(PLACENAME) limitedliability company.(d) Assignee. This term shall have the meaning ascribed to it in Paragraph 5.4.(e) Bankruptcy. A person or entity shall be deemed bankrupt if:(1) any proceeding is commenced against such person or entity as "debtor" for any relief underbankruptcy or insolvency laws, or laws relating to the relief of debtors,reorganizations, arrangements, compositions or extensions and such proceeding is notdismissed within ninety (90) days after such proceeding has commenced, or(2) such person or entity commences any proceeding for relief under bankruptcy or insolvencylaws or laws relating to the relief of debtors, reorganizations, arrangements,compositions or extensions.(f) Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a).(g) Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b).(h) Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1.(i) Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). (j) Carry. The Company's 20% carried interest in the income of the Fund.(k) Certificate. The Certificate of Formation of CCC Ventures I, LLC, a _________(PLACENAME) limited liability company.(l) Code. The Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).(m) Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). (n) Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c).(o) Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d).(p) Management Fee. The management fee receivable by the Company from the Fund.(q) Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). (r) Percentage Interest. This term shall have the meaning ascribed to it in Paragraph 6.2(f).(t) Securities Act. The Securities Act of 1933, as amended from time to time.(u) Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other businessinterests of every type, including interests in partnerships, joint ventures, proprietorshipsand other business entities.(v) TMP. This term shall have the meaning ascribed to it in Paragraph 13.16.(w) Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1.(x) Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeedingRegulations).ARTICLE IITERM AND TERMINATION OF THE COMPANY2.1. Term. The term of the Company shall continue until one (1) year after the dissolution of the Fundunless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the "Termination Date."2.2. Termination. The Company shall terminate prior to the end of the period specified in Paragraph 2.1at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members.2.3. Extension of Term. The term of the Company may be extended by the Managing Members. The ManagingMembers shall provide notice of any such extension to the Non-Managing Members.ARTICLE IIIINITIAL MEMBERS; CHANGES IN MEMBERSHIP3.1. Name and Address. The persons listed on Exhibit A are hereby admitted as Members of the Company.Exhibit A shall be amended from time to time to reflect changes in the membership of the Company (including the admission of Additional Members). Any such amended Exhibit A shall supersede all prior Exhibit A's and become part of this Agreement and shall be kept on file at the principal office of the Company.3.2. Admission of Additional Members. Persons may be admitted to the Company as additional members("Additional Members") on such terms and conditions as shall be determined by the Managing Members, in their sole discretion. Each Additional Member shall be admitted only if he shall have executed this Agreement or an appropriate amendment to it in which he agrees to be bound by the terms and provisions of this Agreement as they may be modified by that amendment. Admission of a new Member shall not cause the dissolution of the Company.3.3. Death, Disability or Withdrawal of a Managing Member.(a) In the case of a Managing Member's death, permanent physical or mental disability or withdrawalfrom the Company, the Company shall not dissolve or terminate, but its business shall becontinued without interruption or without any break in continuity by the remaining Members,with the remaining Managing Member continuing to serve as the sole Managing Member unlesshe appoints an additional Managing Member, in his sole discretion. Any deceased, disabledor withdrawn Managing Member (or the holder of his interest) shall become a Non-ManagingMember, and the interest of such Managing Member shall become a Non-Managing Member's interest.Such former Managing Member or the holder of such interest shall have no right to participatein the management of the Company and no right to consent to or vote upon any matter, exceptas provided in Paragraph 13.7.(b) If such change in the former Managing Member's status shall result in multiple ownership ofany Non-Managing Member's interest, one or more trustees or nominees may be required to bedesignated to represent a portion of or the entire Non-Managing Member's interest for thepurpose of receiving all notices which may be given and all payments which may be made underthis Agreement, and for the purpose of exercising all rights which such Non-Managing Memberhas pursuant to the provisions of this Agreement.3.4. Withdrawal of a Member.(a) Except with the consent of the Managing Members, the interest of a Member may not be withdrawnfrom the Company in whole or in part except in the event of the death or declaration of legalincompetency of such Member and in such event only if the election to withdraw is given bythe personal representative or representatives of such Member in writing to the ManagingMembers within three (3) months after the date of the appointment of such personalrepresentative or representatives, or within six (6) months from the date of death ordeclaration of legal incapacity of such Member, whichever is earlier. In the event of suchelection to withdraw, the interest of such Member shall be withdrawn in its entirety and shallbe valued as of the date of withdrawal pursuant to the provisions of Paragraph 12.2 and paidfor in the manner hereinafter provided by this paragraph. The Managing Members shall beentitled, in their sole discretion, to make the distribution in respect of the interest ofthe withdrawing Member in cash, in kind or pursuant to a promissory note due upon terminationof the Company, or in any combination thereof. If any distribution is to be made in kind andif such distribution cannot be made in full because of restrictions on the transfer ofSecurities or for any other reason, distribution may be delayed until an effective transferand distribution may be made, and Securities that will be transferred in respect of thewithdrawing Member's interest shall be designated. Such designated Securities willnevertheless be subject to the full right and power of the Managing Members to deal with themin the best interests of the Company, including the right to substitute other Securities ofequivalent value.(b) In the event of the withdrawal of any Member pursuant hereto, the Percentage Interests and CapitalAccounts of the withdrawing Member and the remaining Members shall be appropriately adjusted,including any adjustments required as a result of any vesting provisions applicable to thewithdrawing Member's interest.(c) The withdrawal of a Member shall not be cause for dissolution of the Company.ARTICLE IVMANAGEMENT, DUTIES AND RESTRICTIONS4.1. Management. The Managing Members shall have the sole and exclusive control of the management andconduct of the affairs of the Company. Any action shall, unless otherwise specified by the Managing Members, require approval of both Managing Members (or the sole remaining Managing Member). The right, power and authority of the Managing Members to carry on the affairs of the Company and to do any and all acts on behalf of the Company shall, subject to any specific limitations set forth in this Agreement and the Limited Partnership Agreement of the Fund, include without limitation the following:(a) To cause the Company to perform the duties and exercise the rights of the general partner ofthe Fund.(b) To purchase, hold, sell or otherwise effect transactions in Securities (whether marketable orunmarketable) and other investments of the Company.(c) To incur indebtedness on behalf of the Company and the Fund.(d) To guarantee indebtedness on behalf of the Company and the Fund.(e) To loan money to any of the Members upon such terms and conditions as the Managing Members mayprescribe.(f) To deposit or hold Securities and other assets of the Company in the Company's name or in suchstreet or nominee names as may be determined from time to time by the Managing Members, atsuch securities firms, banks or depositories as shall be designated by the Managing Members.All withdrawals therefrom or directions with respect thereto shall be made on the signatureof either Managing Member.(g) To provide management services or to designate an entity or entities to manage the Fund andto receive fees from the Fund and to enter into an agreement or agreements with such an entityor entities upon such terms and conditions as the Managing Members shall deem appropriatefor the management of the Fund. Such an agreement or agreements may be entered into with firmsor business entities controlled by or comprised of either or both Managing Members or anAffiliate of either or both Managing Members.(h) Generally, to perform all acts deemed by the Managing Members appropriate or incidental to theforegoing and to carry out the purposes and business of the Company and the Fund.4.2. Conversion of Status as Managing Member. Any Managing Member who has become a Non-Managing Membershall not participate in the control, management and direction of the business of the Company or the Fund.4.3. Liability of Members to the Company and the Other Members. No Member shall be liable to any otherMember for honest mistakes in judgment or for action or inaction taken in good faith for a purpose that was reasonably believed to be in the best interests of the Company, or for losses due to such mistakes, action or inaction, or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company; provided that such employee, broker or agent was selected,engaged or retained with reasonable care. Each Managing Member and, with the consent of the Managing Members, a Non-Managing Member, may consult with counsel and accountants on matters relating to Company affairs and shall be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Paragraph 4.3 shall not be construed so as to relieve (or attempt to relieve) any person of any liability incurred (i) as a result of recklessness or intentional wrongdoing, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, provided that this Paragraph 4.3 shall be construed so as to effectuate the provisions hereof to the fullest extent permitted by law.4.4. Restrictions on the Members.(a) Except with the consent of the Managing Members or as otherwise specifically permitted by thisAgreement, no Member shall mortgage, encumber, pledge or otherwise dispose of his or herinterest in the Company or in the Company's assets or property or enter into any agreementas a result of which any other person shall have rights as a Member of the Company.(b) No Member may buy from or sell to the Company any Securities without the prior written consentof the Managing Members except purchases or sales explicitly permitted by this Agreement.(c) No Member shall do any act in contravention of this Agreement or the Fund's Limited PartnershipAgreement.4.5. Additional Restrictions on Non-Managing Members.(a) The Non-Managing Members shall take no part in the control or management of the affairs of theCompany nor shall Non-Managing Members have any power or authority to act for or on behalfof the Company as a result of this Agreement except as expressly authorized from time to timeby the Managing Members.(b) Except as otherwise required by law or as expressly provided herein, the Non-Managing Membersshall have no rights to vote, call meetings of the Members or otherwise exercise any similarrights or powers.4.6. Officers. The Managing Members may appoint such officers of the Company as they shall deem advisableand shall have the discretion to remove any officers at any time.ARTICLE VCAPITAL CONTRIBUTIONS5.1. Capital Commitments and Membership Interests of the Members. Set forth opposite the name of eachMember listed on Exhibit A attached hereto is such Member's "Capital Commitment" to the Company and its resulting percentage membership interest in the Company ("Percentage Interest"). Each Member's Capital Commitment represents the aggregate amount of capital that such Member has agreed to contribute to the Company in accordance with the terms hereof in order to fund the Company's capital commitment to the Fund.(a) In the event that the capital commitment of the Company to the Fund is increased, the CapitalCommitments of the Members shall be increased in an amount, in the aggregate, equal to suchincreased obligation to the Fund. Such aggregate increased commitment shall be shared betweenthe Members in proportion to their Capital Commitments.(b) The Managing Members shall provide at least twelve (12) business days' prior written noticeof any required contribution to the capital of the Company, specifying the amount thereof.The Members shall make their contributions to the Company's capital in cash, except asotherwise determined by the Managing Members. No Member shall be required to contribute anyamount in excess of such Member's Capital Commitment (as such Capital Commitment may beincreased pursuant to subparagraph (a)) without such Member's written consent. Any capitalcontributions hereunder with respect to the Capital Commitments of the Members (each a "CapitalContribution") shall be made in such amount as shall be specified by the Managing Membersand any such contributions required hereunder shall be in proportion to the Members' respectiveCapital Commitments.(c) In addition to the Capital Commitments set forth on Exhibit A, CCC shall make CapitalContributions (up to a maximum of $ _________) to fund any excess of the Company's operatingexpenses in excess of the Management Fee. CCC's Percentage Interest shall not be increasedas a result of such Capital Contributions.5.2. Liability of the Members.(a) Except as expressly set forth herein, or as otherwise required by law, no Member shall be liablefor any debts or obligations of the Company.(b) Each Member acknowledges the obligation of the Company pursuant to the Limited PartnershipAgreement of the Fund to contribute to the capital of the Fund cash or Securities to satisfythe Company's "clawback" obligation to the Fund. Each Member agrees that, in the event theCompany is required to make a "clawback" payment pursuant to the Limited Partnership Agreementof the Fund, he or she will return any or all distributions made to him or her pursuant tothis Agreement attributable to the Company's carried interest in the Fund as may be requiredto satisfy such obligation, with each Member being severally (but not jointly) liable, inproportion to their respective shares in such distributions.5.3. Liability of Transferees. For purposes of this Agreement, any transferee of an interest in theCompany, whether or not admitted as a substitute Member or treated as a transferee or successor in interest who has not been admitted as a substitute Member (an "Assignee") hereunder, shall be treated as having contributed the amounts contributed to the Company by the transferor, as having received distributions made to the transferor, and as having been allocated any Net Income or Net Loss allocated to the transferor of the interest in the Company held by the transferee.In addition, the transferee shall be liable for the transferor's liability for future contributions to the Company. Notwithstanding the above, the transfer of an interest shall not relieve the transferor from any liability hereunder except to the extent that the transferee has actually made all contributions or payments required of the transferor.5.4. Defaulting Members.(a) If a Non-Managing Member fails to pay any amount which it is required to pay to the Companyon or before the date when such amount is due and payable, such Non-Managing Member shallbe deemed to be in default hereunder (a "Defaulting Member"), and written notice of defaultshall be given to such Non- Managing Member by the Managing Members. The Company shall beentitled to enforce the obligations of each Non-Managing Member to make the contributionsto capital specified in this Agreement, and the Company shall have all remedies availableat law or in equity in the event any such contribution is not so made. In the event of anylegal proceedings relating to a default by a Defaulting Member, such Defaulting Member shallpay all costs and expenses incurred by the Company, including attorneys' fees, if the Companyshall prevail. Further, such Defaulting Member shall be obligated to pay the Company interestwith respect to the amount of any capital contribution not made when required by this Agreement,with such interest commencing on the date such contribution is initially due and ending onthe date such contribution is made to the Company. Such interest shall be calculated on thebasis of the then current reference rate announced by Wells Fargo Bank, N.A., or by any otherU.S. commercial bank with capital in excess of _________ Dollars ($ _________) selected bythe Managing Members, plus two percent (2%) per annum.(b) In addition to the remedies provided under Paragraph 5.4(a), if the Defaulting Member does notremedy a default in the payment of a required contribution within ten (10) business days ofthe receipt of the notice specified in Paragraph 5.4(a): (i) the Defaulting Member shall nolonger have the right (if any) to vote on any Company matter, and (ii) if the Managing Membersso elect, the other Members shall have the option to pay the remaining capital contributionsof the Defaulting Member in accordance with any procedures and in such proportions as maybe established by the Managing Members. In such event, such Defaulting Member shall be deemedto have withdrawn from the Company and to have forfeited its interest in the Net Income andNet Losses of the Company. Such Defaulting Member shall be entitled to receive only the amountof its Capital Account at the time of the default, with such amount payable, without interest,to the Defaulting Member upon the dissolution of the Company.ARTICLE VICAPITAL ACCOUNTS AND ALLOCATIONS6.1. Capital Accounts. A Capital Account shall be maintained on the Company's books for each Member.In the event any interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.6.2. Definitions. Unless the context requires otherwise, the following terms have the meanings specifiedbelow for purposes of this Agreement:(a) Book Value. The Book Value with respect to any asset shall be the asset's adjusted basis forfederal income tax purposes, except as follows:(1) The initial Book Value of any asset contributed by a Member to the Company shall be thefair market value of such asset at the time of contribution, as determined by thecontributing Member and the Company.。
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Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《中华人民共和国公司法》、《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 accordance 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 accordance 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注册。
Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau.名称： Company name: Jiande Dijia Textiles Co., Ltd.住所： Domicile: Huangliyang industrial zone,Qiantan town,Jiande,Zhejiang,China第四条公司经营范围为：纺织品的生产，销售，经营货物进出口。
Article 4 Business scope of the Company: Production, sale and operation of textilesfor import and export, but the state limit the company to operate or prohibit the import and export of goods and technology except.经营范围以登记机关核准登记的为准。
公司应当在登记的经营范围内从事活动。
The business scope as approved by the registration authority will be final and valid. The Company shall conduct business within the approved business scope.第五条公司根据业务需要，可以对外投资，设立分公司和办事机构。
Article 5 The Company may, according to actual development, make investment and establish branches and offices in foreign countries.第六条公司的营业期限为二十年，自公司核准登记注册之日起计算。
Article 6 The business term of the Company is 20 years calculated from the date of registration.第二章股东Chapter 2 Shareholders第七条公司股东共2个，名称与住所如下：Article 7 The Company has two shareholders in total, names and domiciles as indicated below:股东名称 Name of shareholder 地址 domicile第八条股东享有下列权利：Article 8 The shareholders shall have the following rights:（一）有选举和被选举为公司董事、监事的权利；(1) to elect and be elected as director and supervisor of the Company;（二）根据法律法规和本章程规定要求召开股东会；(2) to hold shareholders’ meeting in accordance with laws, re gulations, and these Articles;（三）对公司的经营活动和日常管理进行监督；(3) to supervise the business activities and daily management of the Company;（四）有权查阅公司章程、股东会会议记录和公司财务会计报告，对公司的经营提出建议和质询；(4) to consult the Company’s articles of association, minutes of shareholders’ meetings, financial & accounting reports, and to raise suggestions and inquiries for the Company’s operation;（五）按出资比例分取红利，公司新增资本时，有优先认缴权；(5) to receive dividend in proportion to contributed capital, and to have priority over contribution of increased capital;（六）公司清盘解散后，按甲、乙双方达成的协议执行；(6) to implement the agreement reached by and between Party A and Party B in the case of winding-up or dissolution of the Company;（七）公司侵害其合法利益时，有权向有管辖权的人民法院提出要求，纠正该行为，造成经营损失的，可要求予以赔偿。
(7) (when lawful rights being compromised by the Company) to request a competent people’s court to ask the Company to correct such behavior, and to claim for compensation if any loss is sustained.第九条股东履行下列义务：Article 9 The shareholders shall fulfill the following obligations:（一）按规定缴纳所认出资；(1) Contribute capital in accordance herewith;（二）以认缴的出资额对公司承担责任；(2) Be responsible for the Company to the extent of respectively contributed capital;（三）公司经核准登记注册后，不得抽回出资；(3) Shall not withdraw contributed capital after the Company is approved and registered;（四）遵守公司章程，保守公司秘密；(4) Abide by these articles of association, and keep corporate secrets as confidential;（五）支持公司的经营管理，提出合理化建议，促进公司业务发展。
(5) Support the Company’s operation and management, and propose reasonable suggestions for the Company’s business development.第十条公司成立后，应当向股东签发出资证明书，出资证明书载明下列事项：Article 10 Once the Company is established, a capital-contribution certificate shall be issued to the shareholders, on which the following items are indicated:（一）公司名称；(1) Company name;（二）公司登记日期；(2) Date of registration;（三）公司注册资本；(3) Registered capital;（四）股东的姓名或名称，缴纳的出资；(4) Name and contributed capital of shareholder;（五）出资证明书的编号和核发日期。
(5) Number and issuance date of such certificate.出资证明书应当由公司法定代表人签名并由公司盖章。
The certifica te shall bear the legal representative’s signature and the company seal.第十一条公司置备股东名册，记载下列事项：Article 11 The Company shall prepare and keep a register of shareholders, on which the following items are indicated:（一）股东的姓名或名称；(1) Name of shareholder;（二）股东的住所；(2) Domicile of shareholder;（三）股东的出资额、出资比例；(3) Capital contribution and proportion made by shareholder;（四）出资证明书编号。
(4) Serial number of capital-contribution certificate.第三章注册资本Chapter 3 Registered Capital第十二条公司注册资本总额为1000万元人民币。