Chapter I General Provisions

Article 1 According to the Law of People's Republic of China (PRC) on Foreign-funded Enterprises and its detailed rules for implementation, China (company, Mr. or Ms.) (hereinafter referred to as the investor) invested to establish a foreign-funded enterprise in _ _ _? _ _ _ _ _ Co., Ltd.? (hereinafter referred to as the Company), the Articles of Association are specially formulated.

Article 2 The name of the company is _ _ _ _ Co., Ltd..

The legal address of the company is _ _ _ _ _ _

Article 3 Investors are:

English name;

Legal address (Chinese):

English address:

Legal Representative: Name: Position: Nationality:

Article 4 The Company is a limited liability company. The investor's liability to the company is limited to the amount of capital subscribed.

Article 5 The company is a legal person in China and is governed and protected by the laws of China. All its activities must abide by the laws, decrees and relevant regulations of China.

Chapter II Purpose Business Scope

Article 6 The purpose of the company:

Article 10 Business scope of the Company:

Article 10 The business scale of the company

Article 10 The company's products are sold at home and abroad, of which% are exported and% are sold domestically. Foreign exchange receipts and payments shall be balanced by the company itself.

Chapter III Total Investment and Registered Capital

Article 10 The total investment of the company is the registered capital of the company. The difference between the total investment and the registered capital is determined by.

Article 11 An investor shall contribute capital in cash.

Article 12 An investor shall pay all the capital contributions within days from the date of issuance of the business license and go through the capital verification procedures.

Article 13 After the investor has paid off the capital contribution, the company will hire an accountant registered in China to make capital verification, and the accounting firm will issue a capital verification report. The main contents of the capital verification report include: the name of the investor, the content of capital contribution, the date of capital contribution, and the date of issuance of the capital verification report.

Article 14 A company shall not reduce its registered capital during the operation period.

Article 15 The increase and transfer of the registered capital of a company shall be subject to unanimous consent of the members of the board of directors, and shall be reported to the original examination and approval authority for approval, and the change registration formalities shall be handled at the original registration authority.

Chapter IV Board of Directors

Article 16 A company shall have a board of directors, which is the highest authority of the company. The chairman is the legal representative of the company.

Article 17 The board of directors decides all major issues of the company, and its functions and powers are mainly as follows:

Decide and approve the important statements proposed by the general manager (such as business plan, annual business report, funds, loans, etc.). );

To approve the annual financial statements, income budget and annual profit distribution plan;

Adopt important rules and regulations of the company;

Deciding to set up branches and amend the articles of association;

Discuss and decide to stop production or merge with other economic organizations.

Deciding to hire the general manager, deputy general manager, chief engineer, chief accountant, auditor and other senior management personnel;

Responsible for the liquidation after the termination and expiration of the company;

Other important matters that should be decided by the board of directors.

Article 18 The board of directors shall be composed of directors appointed by investors. The term of office of directors is years. After the investor continues to hold the post, he can be re-elected.

Article 19 The chairman shall be appointed by the investor, and the vice chairman shall be appointed by the investor.

Article 20 Regular meetings of the board of directors shall be held at least once a year. More than one third of the directors propose that an interim meeting of the board of directors may be held.

Article 21 The meeting of the board of directors shall be held in the place where the company is located in principle, and may be held in other places according to circumstances.

Article 22 The meeting of the board of directors shall be convened and presided over by the chairman. In the absence of the chairman, the chairman shall entrust the vice chairman or other directors to convene and preside over the meeting.

Article 23 The chairman shall notify all directors in writing 20 days before the board meeting, explaining the contents, time and place of the meeting.

Article 24 If a director is unable to attend the board meeting for some reason, he may entrust an agent to attend the board meeting in writing. Failure to attend or entrust an agent to attend at that time shall be deemed as abstention.

Article 25 The quorum for attending the board meeting shall be two thirds of all directors. Less than two thirds, the resolution passed by it is invalid.

Article 26 A detailed written record shall be made for each meeting of the board of directors, which shall be signed by all the directors present, and signed by the agent when the agent is present. The recorded text is in Chinese. The record is filed by the company.

Article 27 The following matters shall be unanimously approved by the board of directors:

1. Modify the Articles of Association;

2. Closure and dissolution of the company;

3. Increase or decrease the registered capital of the company;

4. Transfer the company's equity to other parties;

5. Mortgage the company's equity to creditors;

6. Mortgage the company's assets;

7. Merger and division of companies.

Article 28 The following matters shall be approved by more than two thirds of the directors of the board of directors.

L, decide the company's annual business policy, business plan and development plan;

2, review and approve the annual financial budget, final accounts and annual accounting statements;

3. Review and approve the annual business report put forward by the general manager;

4. Decide on the annual profit distribution plan of the company;

5. Decide on the labor contract and various rules and regulations of the company;

6. Decide on the company's capital use and loan limit;

7. To appoint and dismiss the deputy general manager and other senior management personnel, and determine their remuneration;

8. According to the relevant regulations of the state, formulate the welfare system for employees of the company;

9. Decide on the organizational structure of the company, and add and cancel subordinate functional departments.

Chapter V Management Organization

Article 29 The Company has 65,438+0 general managers and deputy general managers, all of whom are recommended by investors and appointed by the board of directors.

Article 30 The general manager is directly responsible to the board of directors, implements the decisions of the board of directors, organizes and leads the daily production, technology and operation management of the company, and the deputy general manager assists the general manager in his work and performs his duties on his behalf in his absence.

Article 31 Decisions on important issues in the company's daily work shall take effect only after being signed by the general manager and the deputy general manager, and matters that need to be signed jointly shall be specified by the board of directors.

Article 32 The term of office of the general manager and deputy general managers is years. After being hired by the board of directors, they can be re-elected.

Article 33 The chairman, vice-chairman and directors, upon the invitation of the board of directors, may concurrently serve as the general manager, deputy general manager and other senior positions of the company.

Article 34 The general manager and deputy general managers shall not concurrently serve as general managers or deputy general managers of other economic organizations, and shall not participate in the commercial competition of other economic organizations against the company.

Article 35 The Company shall have senior management personnel such as chief engineer, chief accountant and auditor, who shall be appointed by the board of directors.

Article 36 The chief engineer, chief accountant, auditor and other senior management personnel shall be led by the general manager. The chief accountant is responsible for the financial accounting of the company. Organize the company to conduct comprehensive economic accounting and implement the economic responsibility system. Auditors are responsible for the company's financial work, organize the company's financial revenue and expenditure and accounting, and be responsible to the general manager.

Article 37 When the general manager, deputy general manager, chief engineer, chief accountant, auditor and other senior staff request to resign, they shall submit a written report to the board of directors one month in advance.

If the above-mentioned personnel engage in graft or serious dereliction of duty, they may be dismissed at any time by resolution of the board of directors.

Chapter VI Taxation, Financial Accounting and Foreign Exchange Management

Article 38 The Company shall pay all taxes in accordance with the relevant laws and regulations of People's Republic of China (PRC).

Article 39 Employees of the Company shall pay individual income tax in accordance with the Individual Income Tax Law of People's Republic of China (PRC) and relevant regulations.

Article 40 The financial accounting of the Company shall be handled in accordance with the Regulations of People's Republic of China (PRC) on Financial Management of Foreign-invested Enterprises.

Article 41 The fiscal year of the Company adopts the Gregorian calendar system, and the fiscal year is from 1 month 1 day to1February 3 1 day of each Gregorian calendar year.

Article 42 All vouchers, account books, documents and statements of the company shall be written in Chinese.

Article 43 The Company takes RMB as the bookkeeping base currency, and the RMB is converted into other currencies, which shall be calculated according to the foreign exchange quotation published by People's Republic of China (PRC) and the State Administration of Foreign Exchange on the actual date of occurrence.

Article 44 The Company shall open RMB and foreign currency accounts with China Bank or other banks.

Article 45 The Company adopts the internationally accepted accrual basis and debit and credit bookkeeping method for accounting.

Article 46 The financial accounting books of the company shall record the following contents:

Length of all cash receipts and payments of the company;

2. Trading of all materials of the company;

3. The registered capital and liabilities of the company;

4. Payment time, increase and transfer of the registered capital of the company.

Article 47 The financial department of the company shall prepare the balance sheet and profit and loss statement of the previous fiscal year in the first three months of each fiscal year, and submit them to the board meeting for approval after being audited by auditors.

Article 48 The depreciation period of the company's fixed assets shall be determined by the board of directors in accordance with the relevant provisions of the tax laws of People's Republic of China (PRC) and the State.

Article 49 The foreign exchange affairs of the Company shall be handled in accordance with the Regulations of People's Republic of China (PRC) Municipality on Foreign Exchange Control and the relevant provisions of the Articles of Association.

Chapter VII Insurance

Article 50 All insurances of the Company shall be insured with insurance companies in China. Insurance scope, insurance period, etc. It shall be decided by the board of directors of the company according to the regulations of the insurance company.

Chapter VIII Profit Extraction

Article 51 The Company shall, in accordance with the relevant provisions of the tax law of China, allocate reserve funds, enterprise development funds and employee bonus and welfare funds from the profits after paying income tax, and the proportion of allocation shall be decided by the board of directors.

Article 52 The profits of the company after paying income tax and withdrawing various funds according to law shall be owned by the company.

Article 53 The annual profit of the company shall be decided by the board of directors according to the company's operating conditions.

Article 54 The company shall not distribute profits before the losses of the previous fiscal year are made up, and the profits distributed at the end of the previous fiscal year may be merged into the profit distribution of the current fiscal year.

Chapter IX Staff and Workers

Article 55 The recruitment, employment, dismissal, wages, welfare, labor insurance, welfare and rewards of the employees of the Company shall be handled in accordance with the Labor Management Regulations of Foreign-invested Enterprises and the relevant regulations of Beijing.

Article 56 The employees needed by the company may be recommended by the local labor department or openly recruited by the company with the consent of the labor department, but they must be selected on the basis of merit after examination.

Article 57 The company has the right to give warning, demerit recording and salary reduction to employees who violate the company's rules and regulations and labor discipline. If the circumstances are serious, they can be dismissed, and the dismissed and punished employees must report to the local labor and personnel department for the record.

Article 58 The salary and welfare of employees shall be decided by the board of directors according to the company's situation and with reference to the relevant regulations of China. With the development of production, improve the professional ability and technical level of employees and appropriately raise their wages.

Article 59 The welfare, bonus, labor protection and labor insurance of employees will be stipulated in various systems to ensure that employees are engaged in production and work under normal conditions.

Chapter X Trade Union Organization

Article 60 The employees of the Company have the right to establish trade union organizations and carry out trade union activities in accordance with the provisions of the Trade Union Law of People's Republic of China (PRC).

Article 61 The trade union of the company is the representative of the interests of employees. Its tasks are: to safeguard the democratic rights and material interests of employees in accordance with the law, to assist the company in arranging and rationally using welfare and incentive funds, to organize employees to learn political, professional and scientific knowledge, and to carry out literary and sports activities. Educate employees to abide by labor discipline and strive to complete the company's economic tasks.

Article 62 The trade union of the company shall sign labor contracts with the company on behalf of employees and supervise the implementation of the contracts.

Article 63 Trade union representatives have the right to attend the meeting as nonvoting delegates when the company studies and decides on issues such as employee rewards and punishments, salary system, welfare, protection and safety. The company shall listen to the opinions of the trade union and obtain its consent.

Article 64 The trade union of the company participates in mediating disputes between employees and the company.

Article 65 The company shall actively support the work of trade unions in enterprises, and provide necessary places and equipment for trade unions to hold offices, meetings, collective welfare for employees, culture and sports in accordance with the provisions of the People's Republic of China (PRC) Trade Union Law. The company allocates 2% of the total wages of employees to the trade union funds every month, and the trade union of the company uses the trade union funds in accordance with the Measures for the Administration of Trade Union Funds formulated by the All-China Federation of Trade Unions.

Chapter II Termination of XI's Liquidation within a Time Limit

Article 66 The operating period is years, counting from the date when the business license is issued.

Article 67 After the expiration of the company's operation period, if it is necessary to extend the operation period, the board of directors shall make a resolution. Six months before the expiration of the joint venture, a written application shall be submitted to the original examination and approval authority, and the extension can only be extended after approval, and the change registration formalities shall be handled at the State Administration for Industry and Commerce.

Article 68 The company may terminate its operation in advance if it considers that it is in the best interests of the company to terminate its operation. When the Company terminates its operation upon expiration or in advance, the Board of Directors shall convene a plenary meeting to make a decision and report it to the original examination and approval authority for approval.

Article 69 When the company's operation expires or terminates in advance, the board of directors shall propose the liquidation procedures, principles and candidates for the liquidation committee, and form a liquidation committee to liquidate the company according to its net book value.

The liquidation committee shall exercise the following functions and powers:

1. Call a creditors' meeting;

2, put forward the property pricing and calculation basis;

3. Take over and clean up the property of the enterprise, and prepare the balance sheet and property catalogue;

4. Provide liquidation plan;

5. Recover creditor's rights and pay off debts;

6. Recover the unpaid amount from the shareholders;

7. Distribution of surplus property;

Article 70 The task of the liquidation committee is to conduct a comprehensive inventory of the company's property, creditor's rights and debts, prepare the balance sheet and property catalogue, and formulate the liquidation plan, which shall be implemented after being submitted to the board of directors for approval.

Article 71 During the liquidation period, the liquidation committee shall file a lawsuit or respond to the lawsuit on behalf of the company.

Article 72 After the liquidation committee has paid off all debts of the company, the remaining property shall be owned by the investor.

Article 73 The liquidation expenses and remuneration of members of the liquidation committee shall be paid in priority from the company's existing assets.

Article 74 Before the liquidation of the company, investors shall not remit or take out the company's funds, and shall not dispose of the enterprise's property by themselves.

Article 75 After the liquidation of the company, it shall submit a report to the original examination and approval authority, go through the cancellation procedures with the original registration authority, surrender its business license and make an announcement at the same time.

The company shall be terminated under any of the following circumstances:

1, the operating period expires;

2. Poor management, serious losses, investors decided to dissolve;

3. Due to natural disasters, wars and other force majeure, serious losses, unable to continue to operate;

4. Bankruptcy;

5. Violating the laws and regulations of China, endangering public interests and being revoked according to law;

6. Other reasons for dissolution stipulated by the company have appeared;

Article 76 After the termination of the company, its various account books shall be kept by the institution designated by the examination and approval authority.

Chapter XII Rules and Regulations

Article 77 The company rules and regulations formulated by the board of directors are as follows:

L, management system, including the authority and working procedures of each management department;

2. Employee code;

3. Labor wage system;

4. Staff attendance, promotion and bonus system;

5. Employee welfare system;

6. Financial system;

7. Liquidation procedures when the company is dissolved;

8 other necessary rules and regulations.

Chapter XIII Supplementary Provisions

Article 78 Any amendment to the Articles of Association must be unanimously approved by the board meeting, signed by investors and submitted to the original examination and approval authority for approval.

Article 79 The Articles of Association shall be written in Chinese.

Article 80 The Articles of Association shall come into force after being approved by the Beijing Haidian District Bureau of Commerce.

Article 81 The Articles of Association shall be signed by the legal representative or authorized representative of the investor in Beijing on.

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