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1、编号：时间：2021年x月x日书山有路勤为径，学海无涯苦作舟页码：第1页 共1页Articles of AssociationOf Chongqing, China Date: , 2005Table of ContentsArticle 1 - Name of Company3Article 2 - Name of Investor3Article 3- The Company3Article 4- Purpose and Scope of Business of the Company4Article 5- Total Amount of Investment and Registered
2、 Capital5Article 6- Encumbrance of Investment6Article 7- Board of Directors6Article 8- Management Organisation9Article 9- Labour Management11Article 10 -Trade Union13Article 11 - Taxes, Finance, Audit and Distribution of Profits13Article 12 -Bank Accounts and Foreign Exchange14Article 13 -Term15Arti
3、cle 14 -Early Termination16Article 15 -Liquidation17Article 16 - Insurance18Article 17 - Rules and Regulations18Article 18 -Miscellaneous19The present articles are hereby formulated by . (hereinafter referred to as the “Investor”) in accordance with the Law of the Peoples Republic of China (“PRC”) o
4、n Wholly Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in Chongqing, PRC.Article 1 - Name of CompanyName of the Company in English: Name of the Company in Chinese:Legal Address:Legal Represent
5、ative: Position: Nationality:Article 2 - Name of InvestorName of the Investor in English: . Legal Address:Legal Representative: Position: Nationality:Article 3- The Company3.1Legal PersonThe Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC l
6、aw. All of the activities of the Company shall comply with applicable PRC laws and regulations.3.2Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC. The liability of the Investor for the losses, risks, liabilities and any other obligations whatsoever
7、 of the Company shall be limited to the registered capital of the Company. 3.3Date of EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business License.3.4BranchesThe Company may establish branch offices and subsidiaries anywhere in the P
8、RC and abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Examination and Approval Authority”). Article 4- Purpose a
9、nd Scope of Business of the Company4.1PurposeThe purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in Chongqing and other cities in China by adopting advanced and appropriate technologies and scientific management method
10、s and to bring satisfactory economic benefits to the investor. 4.2 Business Scope (The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.)Article 5- Total Amount of Investment and Registered Capital5.1Total Amount of Investment The tot
11、al amount of investment of the Company shall be.5.2Registered CapitalThe registered capital of the Company shall be .5.3Contribution to Registered CapitalInvestors contribution to the registered capital of the Company shall be in cash. The registered capital of the Company shall be paid by the Inves
12、tor in instalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date of Establishment. The balance of the registered capital shall be fully paid with three (3) years after the Date of Establishment according to r
13、elevant Chinese laws and regulations.5.4Investment CertificatesThe Company shall retain at its expense a certified public accountant registered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investment certificate
14、to the Investor evidencing the contribution by the Investor on the basis of such report.5.5Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of the Company may, pursuant to the decision of the Board in ac
15、cordance with the business needs of the Company, be raised by the Company through loans from domestic and/or foreign financial institutions.5.6Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly conven
