(完整版)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。
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。
有限公司章程 中译英
XXXXXXXX Co., Ltd.Articles of AssociationFor the purpose of adapting to the requirements of socialist market economy and developing productivity, the Articles of Association is made and reentered in accordance with the Company Law of the People’s Republi c of China (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail.Chapter One Name and Address of the CompanyArticle 1:The Company’s name:XXXXXXXX Co., Ltd. (hereinafter referred to as the Company)Article 2: The Company’s address: Post Place of Guozhuang Town, Pingdu CityChapter Two Scope of BusinessArticle 3:The scope of business: production and processing of salted vegetables, fresh vegetables, pepper and other agricultural products (sanitation license shall be valid before April 29, 2013); import and export of goods.Chapter Three Registered CapitalArticle 4: The Company’s register ed capital is RMB 7.8 million Yuan.Where the Company is to increase or decrease the registered capital, shareholders representing 2/3 or more of the voting rights must approve and adopt the resolution. In increasing the registered capital, the shareholders shall subscribe the additional capital investment, which shall be subject to the relevant regulations on capital contribution for establishment of a limited Company. In reducing the registered capital, the Company shall inform the creditors within 10 days and publish at newspapers within 30 days after the resolution is made. Within 30 days upon receipt of the notice, the creditor who fails to receive the notice, is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through the procedures for registration of change at the Company registration organ if applicable.Chapter Four Names of Shareholders, Forms and Amount of InvestmentArticle 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 theregistered capital, in the form of money, with the investment fully funded before Aug. 24, 2000.Song Lixian: amount of investment: RMB 6,143,240.36 Yuan, accounting for 78.76% of the registered capital, in the form of money, with the investment fully funded before May 14, 2011.Article 6: All shareholders shall be issued Capital Contribution Certificate after the Company was established.Chapter Five Shareholders’ Rights and ObligationsArticle 7: S hareholders’ rights(1) Attending or authorizing representatives to attend board of shareholders and exercising voting power according to their contribution proportions;(2) Being aware of the Company’s operation and financial status;(3) V oting and being voted to be executive directors or supervisors;(4) Acquiring and transferring dividends according to laws, regulations and Articles of Association;(5) Preempting the contributions that other shareholders have transferred;(6) Preempting the newly-added registered capital of the Company according to their contribution proportions;(7) After termination of the Company, acquiring the residual assets of the Company according to laws;(8) Reading the minutes of shareholders’ meeting and financial reports of the Company.Article 8: S hareholders’ 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 toeach other.Article 10: Transferring capital contribution of shareholders shall be negotiated by board of shareholders. If it is transferred to non-shareholders, it must be approved by majority of all shareholders. The shareholders inform other shareholders in written form for approval on the equity transfer, and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more than half of the shareholders don’t approve such transfer, they must purchase part of the transferred capital contribution. Otherwise, it is regarded to consent to such transfer.Article 11:The Company should record the name, address and capital contribution of assignee into shareholders list after the shareholder transferred their contribution.Chapter Seven Organizations of the Company and its Formation, their Functions andRules of ProcedureArticle 12: The shareholders’ meeting of the Company shall comprise all the shareholders; it shall be the top authority of the Company and exercise the following authorities:1. Determining the Company’s operation guidelines and investment plans;2. Electing and changing the director and supervisor not assumed by the employee’s representative, and determining the matters concerning his remuneration;3. Deliberating and approving the reports of executive director;4. Deliberating and approving the reports of supervisor;5. Deliberating and approving annual financial budget plans and final account plans of the Company;6. Deliberating and approving profit distribution plans and loss recovery plans of the Company;7. Making resolutions on the increase or decrease of the Company’s registered capital;8. Making resolutions on the issuance of bonds of the Company;9. Making resolutions on the merger, split-up, change of Company form, dissolution and liquidation etc;10. Revising the Articles of Association of the Company.If the shareholders are unanimous on the matters shown above in written form, the shareholders may make a resolution directly without holding the shareholder’s meeting, andall the shareholders shall sign and fix the seal on the resolution.Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions.Article 14: The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their contribution proportion respectively.Article 15: The shareholders’ meetings shall be classi fied into regular meetings and temporary meetings. All shareholders shall be notified 15 days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rights can propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors and the shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties, the supervisor of the Company may convene and preside over such meetings; if the supervisor is unable to perform his duties, the shareholder representing 1/10 or more of the voting rights can propose to hold the shareholders’ meeting at his discretion.Article 17: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 form or amending the Articles of Association shall be adopted by the shareholders representing 2/3 or more of the voting rights. The board of shareholders shall make the meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meeting minutes.Article 18:The Company sets one executive director, which shall be elected by the shareholders’ meeting. The executive 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 Company shall not act as the supervisor at the same time.Chapter Eight Legal Representative of the CompanyArticle 23: The executive director is the legal representative of the Company. The executive director’s 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 toboard of shareholders;2.Carrying out the resolutions made at the shareholders’ meetings and board meetings;3.Signing relevant documents on behalf of the Company;4.Nomination of the manager of the Company, who shall be employed and dismissed by theexecutive director.Chapter Nine Financial and Accounting, Profit Distribution and Labor Servant SystemsArticle 25: The Company shall establish the financial and accounting systems of the Company in accordance with the relevant laws, administrative regulations and provisions enacted by the financial control authorities under the State Council, prepare financial statements at a fiscal year ends, and submit to each shareholder before Mar. 31 on the next year.Article 26: Profit distribution of the Company shall be subject to Company Law and relevant laws and regulations and provisions enacted by the financial control authorities under the State Council.Article 27:Labor and employment system shall be subject to relevant national laws, regulations and provisions enacted by ministry of labor under the State Council.Chapter Ten Causes of Dissolution and Liquidation MethodArticle 28: The operation period of the Company is valid till March 30, 2050.Article 29: The Company should be dissolved in case of any of the following circumstances:1. The term of business operation as stipulated by the Articles of Association expires or any of the matters for dissolution as stipulated in the Articles of Association of the Company appears;2. The shareholders’ meeting decides to dissolve it;3. It is necessary to be dissolved due to merger or split-up of the Company;4. It is ordered to close down by related administrative organs due to the violation of national laws and administrative regulations;5. The Company is unable to operate due to force majeure;6. The Company is declared bankrupt.Article 30: When the Company is dissolved, a liquidation group shall be formed according to Company Law. After liquidation of the Company is completed, the liquidation group shall formulate a liquidation report, wh ich shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Company registration authority for writing off the registration of the Company, then declare the cancellation of the Company.Chapter Eleven Other Matters to be Stipulated Shareholder Considers NecessaryArticle 31: The Company may amend the Articles of Association based on demand or matters concerned the registration alteration, the amended articles of association shall not be in contradiction with the laws and regulations, the amendment to the articles of association shall be adopted by all shareholders of the Company by voting. The amended articles of association shall be submitted to former Company registration authority and make relevant alteration registration for registration authority, if any.Article 32: The articles of association shall be interpreted by board of shareholders.Article 33:Registered particulars of the Company shall be subject to confirmation of Company registration authority.Article 34: This Article of Association is established by all investors and shall become effective since the date of establishment of the Company.Article 35: This Article of Association is made in four origin copies, each shareholder keeps one, the Company keeps one, and one for Company registration authority.Signatures of all shareholders: Lu RuihongSong LixianMay 12, 2011。
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。
有限责任公司章程完整版
编号：TQC/K468In the collective management, in order to give full play to the enthusiasm and initiative, form a collective force and establish a system that conforms to the market rules, management principles, and fully embodies the modern moral concepts and behavior norms.【合用指导方向/规范行为/增强沟通/促进发展等场景】编写： ________________________审核： ________________________时间： ________________________部门： ________________________下载说明：本规章制度资料适合用于集体管理中，为使每一位成员的积极性、主动性和创造性都得到了充分发挥，并形成一种集体合力而建立起符合市场规律，符合现代管理原理，并能充分体现现代化的道德观念和行为规范。
可直接应用日常文档制作，也可以根据实际需要对其进行修改。
有限责任公司章程范例为适应社会主义市场经济的要求，发展生产力，依据《中华人民共和国公司法》(以下简称《公司法》)及有关法律、行政法规的规定，由____等____方(人)共同出资，设立____有限责任公司，特制定本章程。
第一章公司名称和住所第一条公司名称： _____有限责任公司(以下简称公司)第二条住所______第二章公司经营范围第三条公司经营范围： ____第三章公司注册资本第四条公司注册资本： _____公司增加或者减少注册资本，必须召开股东会并作出决议。
公司减少注册资本，还应当自作出决议之日起十日内通知债权人，并于三十日内在报纸上至少公告三次。
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。
公司章程中英文对照
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(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。
公司章程英语翻译文稿(完整版)
公司章程翻译文稿XX工程管理咨询（上海）有限公司章程Articles of Association of XX Engineering Management Consulting (Shanghai) Co., LTD.第一章总则Chapter I General Rules第一条根据《中华人民共和国外资企业法》、《中华人民共和国公司法》及中国相关法律、法规的规定，英属维尔京群岛YY PROJECTS(CHINA) LTD公司决定在中国上海设立 XX工程管理咨询（上海）有限公司（以下简称“公司”），特制定本章程。
Article 1 According to the "Law on Foreign Investment Enterprise of the People's Republic of China", the "Company Law of the People's Republic of China" and related laws and regulations in China, the British Virgin Islands YY PROJECTS (CHINA) LTD Company decided to set up XX Engineering Management Consulting (Shanghai) Co., LTD. (hereinafter referred to as "the company") in Shanghai, China and hereby the articles of association are formulated.第二条公司名称: XX工程管理咨询（上海）有限公司。
Article 2 Company name: XX Engineering Management Consulting (Shanghai) Co., LTD.法定地址：上海市松江区八秀路86号Legal address: No.86, Baxiu Road, Songjiang District, Shanghai City第三条股东名称（姓名）：YY PROJECTS(CHINA)LTD。
##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:。
有限责任公司章程(完整版)
有限责任公司章程(完整版) Articles of association of limited liability company (foreign joint venture)(合同范本)姓名：单位：日期：编号：YW-HT-004372有限责任公司章程(完整版)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（外商合资）（设股东会、执行董事、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》、《中华人民共和国外资企业法》及其他有关法律规定，（以下简称投资者），决定在广州市设立有限责任公司(以下简称公司),特制订立本章程。
第二条投资者（甲方）名称（姓名）：国别：法定地址（住所）：投资者（乙方）名称（姓名）：国别：法定地址（住所）：投资者（丙方）名称（姓名）：国别：法定地址（住所）：投资者（方）名称（姓名）：国别：法定地址（住所）：第三条公司名称：法定地址：公司的法定代表人由执行董事/经理担任。
第四条公司为有限责任公司。
投资者以其认缴的出资额为限对公司承担责任。
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、出资额和出资时间第九条公司投资总额为（币种）万元，注册资本为（币种）万元。
第十条出资方式：甲方出资额为（币种）元，占%，出资方式为乙方出资额为（币种）元，占%，出资方式为丙方出资额为（币种）元，占%，出资方式为方出资额为（币种）元，占%，出资方式为公司的注册资本的缴付方式：第十一条在经营期限内，公司不得减少注册资本数额。
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,。
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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。