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1、Articles of Associationfor Zhongbao Energy Resources Service CompanyCatalogueChapter 1General ProvisionsChapter 2Objectives， Scope and Scale of Production and BusinessChapter 3Total Investment Amount and the Registered CapitalChapter 4InvestorsChapter 5Board of DirectorsChapter 6SupervisorsChapter 7
2、Business Management OfficeChapter 8Labor ManagementChapter 9Trade UnionChapter 10Taxation and Finance Chapter 11Exchange ManagementChapter 12Distribution of ProfitsChapter 13Duration and TerminationChapter 14 InsuranceChapter 15 Supplementary ProvisionsChapter 1General ProvisionsArticle 1In accordan
3、ce with Law of the Peoples Republic of China on Foreign-Capital Enterprises ,Company Law of the PRC and other relevant Chinese laws and regulations, _Treasure China Investment Limited intends to set up Zhongbao Energy Resources Service Co. Ltd. (hereinafter referred to as the Company), an exclusivel
4、y foreign-owned enterprise. For this purpose, these Articles of Association hereunder are worked out.Article 2The investing party is a legal person registered with Hong Kong in accordance with the laws of Hong Kong. Basic information as follows:The legal name of the investing party is Treasure China
5、 Investment Limited.Its legal representative: Name Nationality The legal address of the Company is at Rooms 1001-4A, Champion Building, 287-291 Des Voeux Road Central, Hong Kong.Tel:Fax:Article 3The name of the Company in Chinese is 中宝能源设备服务有限公司 The name of the Company in English is Zhongbao Energy
6、Resources Service Company.The legal address of the Company is at 6,Gangwu Avenue, Xian International Trade &Logistics Park, Xian, China.Article 4Chairman of the Board is the legal representative, perform his or her duties comply with the stipulations of the Chinese laws, decrees and relevant regulat
7、ions.Article 5The Company is Chinese legal person, its activities is under the governance of Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and protection of Chinese law. The company form is Co., Ltd. The responsibility of the investor is
8、limited to the registered capital of the company. Company is responsible for the debts by all its assets.After being agreed by China relevant departments, company can set up branches or subsidiaries on domestic or abroad. Chapter 2Objectives， Scope and Scale of Production and BusinessArticle 6The ob
9、jective of the Company is to strengthen economic cooperation and technological exchange, also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company is Drilling equipment and accessories sales,
10、labor services, drilling engineering, petroleum technology consulting and services (above the range are free from state laws and regulations and restrictions prohibit operating the project, involving licensing qualification, with operating permits)Chapter 3Total Investment Amount and the Registered
11、CapitalArticle 8The amount of total investment of the Company is USD90,000,000; the registered capital is USD50,000,000. The registered capital is paid in _ installments. Within three months upon the issuance of business license, _ of the first installment shall be paid, and the rest part shall be p
12、aid off in two years.The difference between the total amount of investment and the registered capital can obtain from bank loans or shareholder loans.Article 9The proportion for export of the Company is _. The Board of Directors or the corporate management with authorization from the Board of Direct
13、ors can decide at its own discretion on domestic or overseas sale of the products of the Company.Chapter 3Total Investment Amount and the Registered CapitalArticle 10The amount of total investment of the Company is _; the registered capital is _.Article 11The contribution methods of the Company are,
14、 cash _;kind equivalent of _.Article 12The investing party shall contribute the registered capital with the following method: (Note: choose one of them)1. Paying off all the capital within six months upon the issuance of business license.2. The registered capital is paid in _ installments. Within th
15、ree months upon the issuance of business license, _ of the first installment shall be paid, accounting for _% of its subscribed capital, and the rest part shall be paid off in _ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exchange rate of the Peoples Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of righ
