Chapter 1General RulesArticle 1   

In accordance with <Law of Foreign-funded Enterprise of P.R. China>, <Company Law of P.R. China> and <Implementation Rules and Law of Foreign-funded Enterprise> and other laws and regulations related to foreign investment, the investor invests and establishes foreign-funded enterprise in Shanghai, and concludes these Articles of Association.

Article 2   

Investor:  <name of investor>

Registration Code:  <passport No. or business license No. of investor>

Registered address: <address info of investor>

Article 3    

Company’s name: <your new company name>

Registration address: <your new company registered address>

Article 4    

The Company’s legal representative is to be acted by the executive director, which is to be registered in accordance with the relevant requirements;

Article 5    

The Company is a limited liability company. The investor will take the liability, which is limited to the amount committed by the investor;

Article 6    

The Company is the Chinese legal person, who will be governed and protected by the Chinese law. The Company will abide by the Chinese law, regulation and rules when performing the business, and will not damage the public interest of Chinese society. The Company is an independent-accounting economic entity responsible for its own loss and profits, and will perform and manage its own business within the approved scope, without being interfered.

Chapter 2Business ScopeArticle 7    

Company’s business scope:  <detailed business scope of new company>

Article 8   

For those items need to be approved in the business scope, prior approval should be obtained before the business is performed.

 

Chapter 3

Invest total amount and register fundArticle 9     

Company’s total investment amount is <USD or RMBXXXX>

Article 10   

Company’s registered capital is  <USD or RMBXXXX>. The investor will invest USD currency equivalent to <RMBXXXX>, which is 100% of registered capital.

Article 11   

The registered capital should be paid up within <30 years> after the business license is issued;

Article 12    

The registered capital should not be reduced during the business period. If the reduction is necessary due to the alteration of investment amount and business scale, prior approval should be obtained from the approval authority.

Chapter 4ShareholderArticle 13    

The shareholder shall be the highest authority of the Company. When the investor (shareholder) make decision, the decision should be made in writing, and should be put in the company after being signed by the shareholder.

Article 14    

Shareholder will exercise the following rights:

1,  determining the Company’s operation guidelines and investment plans;

2,  electing and changing the executive director and supervisor assumed by nonrepresentatives of the employees, and determining the matters concerning their remuneration;

3,  deliberating and approving the reports of the executive director;

4,  deliberating and approving the reports of the 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 corporate bonds;

, adopting resolutions on the merger, division, change of company form, dissolution or liquidation of the Company;

11,  determining and revising these Articles of Association of the company; and

other functions and powers provided by PRC laws and these Articles of Association.

Chapter 5Executive DirectorArticle 15    

The Executive Director will be appointed by the shareholders, whose office term will be 3 years. After the expiry of the office term, the executive director may hold a consecutive term upon re-appointment.

Article 16   

The executive director will be responsible to the shareholder, and exercise the following rights:

1,  carrying out the resolutions made by the shareholders;

2,  determining the operation plans and investment plans;

3,  working out the Company’s annual financial budget plans and final account plans;

4,  working out the Company’s profit distribution plans and loss recovery plans;

5,  working out the Company’s plans on the increase or decrease of registered capital, as well as on the issuance of corporate bonds;

6,  working out the Company’s plans on merger, division, change of company form, dissolution, and etc.;

7,  making decisions on the establishment of the Company’s internal management departments;

8,  making decisions on hiring or dismissing the Company’s general manager and his remuneration, and, according to the nomination of the general manager, deciding on the hiring or dismissing of vice general manager(s) and the person in charge of finance as well as their remuneration;

9,  working out the Company’s basic management system;

10,  entrusting to the general manager such authority and powers, upon such terms and conditions and with such restrictions as they may think fit, and at any time revoking or varying that authority in whole or in part; and

11,  other functions and powers provided by PRC laws and this Articles of Association.

Chapter 6SupervisorArticle 17     

The Company will not set up Board of Supervisors, but has one supervisor, who is appointed by the shareholder. The supervisor’s office term is 3 years, and upon expiry, the supervisor may hold a consecutive term upon re-appointment.

Article 18     

The supervisor will exercise the following rights:

1,  checking the financial affairs of the Company;

2,  supervising the duty-related acts of the executive director and senior management personnel, and bringing forward proposals on the removal of the executive director or any senior management personnel who violates any law, administrative regulation, these Articles of Association or any shareholder decision;

3,  demanding the executive director or any senior management personnel to make rectifications if his act has injured the interests of the Company;

4,  submitting motions to the shareholder;

5,  initiating actions against the executive director or senior management personnel according to Article 152 of this Law; and

6,  other functions and powers provided by PRC laws and these Articles of Association.

Article 19    

If the supervisor finds that the company is running abnormally, he may make investigations. Where necessary, he may hire an accounting firm to help him with the relevant expenses being borne by the Company.

Article 20   

The expenses necessary for the supervisors to perform his duties shall be borne by the Company.

Chapter 7ManagementArticle 21   

The Company has a general manager, who is to be appointed or dismissed by the executive director. The general manager will be responsible to the executive director, and perform the following rights:

1,  taking charge of the management of the production and business operations of the Company, and organizing to implement the resolutions of the executive directors;

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 regulations/rules;

6, proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance;

7,  deciding on the hiring or dismissing of the persons-in-charge other than those who shall be decided by the executive director; and

8,  other authorities conferred by the executive directors.

Chapter 8System of Management on Labor and Finance, etc.Article 22   

The Company shall abide by <Labor Contract Law of P.R. China> and other related laws and regulations to handle the labor matters such as hiring, dismissing, resigning, salary welfare, labor insurance and labor discipline. The Company will support the employee to organize the Labor Union in accordance with the <Labor Union Law of P.R. China> and <Constitution of Labor Union of China>.

Article 23   

In accordance with relevant laws and regulations, the Company will establish and perform the system on fiance, accounting, auditing, foreign-exchange, statistics and insurance, etc.

Chapter 9Term, Termination and LiquidationArticle 24   

The Company’s business term will be <30 years>, which starts when the business license is issued.

Article 25  

If the Company needs to extend the business term, it should be decided by the shareholder. The Company should file written application to the approval authority in 180 days ahead of the expiry date, and it could be extended after being approved.

Article 26   

The Company will be dissolved in the following situation:

1,  the duration of business operation as stipulated by these Articles of Association expires;

2,  the shareholder decides to dissolve it;

3,  it is necessary to be dissolved due to merger or division of the Company;

4, its business license is revoked or it is ordered to close down or to be canceled according to law;

5,  or the people’s court decides to dissolve it according to Article 183 of Company Law of PRC.

Article 27    

Where the Company is dissolved according to above said provisions of Article 26 (1), (2), (4) or (5), a liquidation committee shall be formed, within fifteen days as of the occurrence of the causes of dissolution, to carry out a liquidation. The liquidation committee shall comprise the shareholder.

Article 28   

The liquidation committee may exercise the following functions during the process of liquidation:

1,  liquidating the properties of the Company, and producing balance sheets and asset checklists;

2,  informing creditors by notice or public announcement;

3,  disposing and liquidating the businesses of the Company that have not been completed;

4,  clearing off the outstanding taxes and the taxes incurred in the process of liquidation;

5,  clearing off credits and debts;

6,  disposing the residual properties; and

7,  participating in the civil proceedings of the Company.

Article 29   

The liquidation committee shall notify the creditors and make a public announcement on the newspapers within the time period as prescribed by the PRC laws. The liquidation committee shall register the creditors? rights. During the period of submission of the creditors5 rights, the liquidation committee shall not make any payment to the creditors.

Article 30    

The liquidation committee shall, after sorting out the properties of the Company and formulating the balance sheet and the inventory of property, formulate a liquidation plan which shall be confirmed by the shareholder.

Article 31    

Remaining assets of the Company, after payment of the liquidation expenses, the wages of employees, the social insurance fees and statutory compensations, the payment of outstanding taxes and repayment of its debts, shall be distributed to the shareholder.

Article 32    

If after sorting out the Company’s property and formulating the balance sheet and the inventory of property, the liquidation committee finds that the property of the Company is not sufficient to satisfy all of the debts of the Company, it shall, according to PRC laws, apply to the people’s court for declaration of bankruptcy of the Company. After the people’s court makes a ruling to declare the Company to be bankrupt, the liquidating committee shall hand over the liquidation matter to the people’s court.

Article 33    

After completion of the liquidation, the liquidating committee shall prepare, a liquidation report, which shall be confirmed by the shareholder, and report to the approval authority for records and file with the registration authority for cancellation of the Company’s registration and for a public announcement of the Company’s termination.

Article 34    

After the dissolution of the Company, originals of all account books and documents of the Company shall be kept by the shareholder.

Article 35    

The members of the liquidation committee shall devote themselves to their duties and fulfill their obligations of liquidation according to PRC laws. None of the members of the liquidation committee may take any bribe or any other illegal proceeds by taking advantage of his position, nor may he misappropriate any of the properties of the Company. Where any of the members of the liquidation committee causes any loss to the Company or any creditor by intention or due to severe negligence, he shall make corresponding compensations.

Chapter 10Supplementary ProvisionsArticle 36     

The conclusion, validity, dismissal, performance of these Articles of Association and the resolution of the dispute will be governed by PRC law.

Article 37    

These Articles of Association are written in both Chinese and English.

Article 38  

These Articles of Association and its amendments would be subject to the

approval by the approval authority, and will become valid after being approved.

Article 39  

These Articles of Association were signed by the investors on <date> in Shanghai, China.