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 iArticles of Association for Limited Liability Company
第一章 总 则Chapter 1 General Provisions
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.
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.
Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau.
名称： Company name:
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 。
Article 4 Business scope of the Company: industrial and commercial investments (specific programs to be separately applied for); sale of auto parts, domestic automobiles (excluding passenger cars), domestic product and material supply and marketing (excluding franchised, special-controlled, and monopolized products); trading of used motor vehicles; auto rental service; economic information consultation (excluding restricted ones); import & export of goods and technologies.
The business scope as approved by the registration authority will be final and valid. The Company shall conduct business within the approved business scope.
Article 5 The Company may, according to actual development, make investment and establish branches and offices in foreign countries.
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
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:
(1) to elect and be elected as director and supervisor of the Company;
(2) to hold shareholders’ meeting in accordance with laws, regulations, and these Articles;
(3) to supervise the business activities and daily management of the Company;
(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;
(5) to receive dividend in proportion to contributed capital, and to have priority over contribution of increased capital;
(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;
(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;
(2) Be responsible for the Company to the extent of respectively contributed capital;
(3) Shall not withdraw contributed capital after the Company is approved and registered;
(4) Abide by these articles of association, and keep corporate secrets as confidential;
(5) Support the Company’s operation and management, and propose reasonable suggestions for the Company’s business development.
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.
The certificate shall bear the legal representative’s signature and the company seal.
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
Article 12 The Company has a registered capital of 10 million yuan, of which each shareholder contributes:
股东名称Name of shareholder 出资额Contribution 出资比例Percentage
第十三条 股东以货币出资。Article 13 Shareholders shall contribute capital in cash.
Article 14 Each shareholder shall make its capital contribution in full amount prior to the registration of the Company.
In case a shareholder refuses to make its respective capital contribution, it shall be liable to other shareholders (who have already made capital contribution) for breach of obligation.
Article 15 Capital contribution may be made in non-monetary form, provided that relevant procedures must be gone through according to laws and regulations.
Article 16 Contributed capital may be transferred in accordance with laws.
第四章 股东会Chapter 4 Shareholders’ Meeting
Article 17 The Company shall set up shareholders’ meeting, composed of all shareholders. The shareholders’ meeting has the highest authority within the Company.
Article 18 The shareholders’ meeting shall fulfill the following functions:
(1) Determine operational policies and investment plans of the Company;
(2) Elect and replace executive director, and determine the remuneration of executive director.
(3) Elect shareholder representatives to be supervisors, replace supervisors, and determine the remuneration of supervisors;
（四）审议批准执行董事的报告；(4) Review and approve executive director’ reports;
（五）审议批准监事的报告；(5) Review and approve supervisor’ reports;
(6) Review and approve annual financial budgetary plans and final accounting plans of the Company;
(7) Review and approve profit distribution plans and loss compensation plans of the Company;
(8) Make resolution on the increase or decrease of registered capital;
（九）对发行公司债券作出决议；(9) Make resolution on the issuance of corporate bonds;
(10) Make resolution on the transfer of shareholder contributed capital;
(11) Make resolution on the merger or division of the Company, change of corporate structure, dissolution, liquidation, etc.;
（十二）制定和修改公司章程。(12) Prepare and modify the Company’s articles of association.
Article 19 In a shareholders’ meeting, voting right shall be exercised in proportion to shareholders’ respective capital contributions.
Any increase or decrease of registered capital, change of corporate structure, division, merger, dissolution, change of company type, or modification of articles of association, must be subject to the approval of shareholders representing at least 2/3 voting right.
Article 20 An annual general meeting of shareholders shall be convened in December each year. Any major issue of the Company may be discussed at an interim meeting convened by shareholders or the executive director or proposed by supervisors who represent at least 1/4 voting right.
Article 21 The shareholders’ meeting shall be convened and presided over by the executive director. If the executive director cannot preside due to special reasons, a shareholder appointed thereby will preside over the meeting.
Article 22 When a shareholders’ meeting is to be convened, a notice shall be served to all shareholders 15 days in advance. Any shareholder who cannot attend due to some reasons may appoint a representative to attend on his behalf.
Generally, a resolution is deemed valid on a shareholders’ meeting when it is approved by 1/2 (or more) of all shareholders and by over 1/2 voting right.
Any modification to these articles of association must not become valid until it is approved by 1/2 (or more) of all shareholders and by over 2/3 voting right at a shareholders’ meeting.
Article 23 The shareholders’ meeting shall keep meeting minutes of decisions discussed, and shareholders attending the meeting shall sign on the meeting minutes.
第五章 执行董事Article 5 Executive Director
Article 24 The Company does not have a board of directors. The Company has an executive director who exercises the rights of a board of directors.
Article 25 The executive director shall be the legal representative of the Company, and elected by the shareholders’ meeting with a term of three years.
Article 26 Candidates for the post of executive director shall be nominated by shareholders, and determined at the shareholders’ meeting.
Article 27 Upon expiration of tenure, the executive director may continue to hold office if reelected. The shareholders’ meeting shall not remove him unreasonably prior to the expiration of his tenure.
Article 28 The executive director shall be responsible to the shareholders’ meeting, and exercise the following functions:
(1) Convene shareholders’ meeting, and report to the shareholders’ meeting on his work;
（二）执行股东会的决议；(2) Implement resolutions of the shareholders’ meeting;
(3) Determine operational plans and investment programs of the Company;
(4) Prepare annual financial budgetary plans and final accounting plans of the Company;
(5) Prepare distribution plans and loss compensation plans of the Company;
（六）制订增加或减少注册资本方案;(6) Prepare plan of capital increase or decrease;
(7) Draw out plan of company merger, division, dissolution, or change of corporate structure;
（八）决定公司内部管理机构的设置；(8) Determine the framework of internal management;
(9) Appoint or remove company manager, and according to the manager’s nomination, appoint or remove vice manager and financial director, and decide on their remunerations;
（十）制订公司的基本管理制度。(10) Formulate basic management rules of the Company.
Article 29 The executive director shall submit his decisions made according to his rights stipulated herein to the shareholders’ meeting in writing.
第六章 经营管理机构Article 6 Operation and Management System
Article 30 The Company’s operation and management system shall be composed of a manager and several administrative departments.
The company manager, with a tenure of 3 years, is appointed or removed by the executive director. The manager shall be responsible to the executive director, and exercise the following functions:
(1) Be in charge of the Company’s operation and management, and implement resolutions of the shareholders’ meeting;
(2) Implement the Company’s annual operational plans and investment programs;
(3) Draw out a framework of the Company’s internal management;
（四）拟定公司基本管理制度；(4) Draw out basic management rules in the Company;
（五）制定公司的具体制度；(5) Formulate specific rules in the Company;
(6) Submit suggestions on the appointment or removal of vice manager and financial director;
(7) Appoint or remove managerial personnel (rather than those appointed or removed by the executive director);
(8) Other functions as granted by the articles of association or the shareholders’ meeting.
Article 31 Neither the executive director nor the manager shall open any account to put the Company’s assets under his name or any person’s name.
Neither the executive director nor the manager shall provide guarantee for any shareholder of the Company or any other person with any of the Company’s assets.
Article 32 Neither the executive director nor the manager shall be engaged in any business similar to that of the Company for himself or for any other person, or engaged in any activity that compromises the Company’s interests; otherwise any gains therefrom shall belong to the Company.
Neither the executive director nor the manager shall enter into any contract or deal with the Company, unless approved by the articles of association or the shareholders’ meeting.
In case the executive director or the manager, in performing his duties, violates laws, administrative regulations, or the provisions herein, thereby causing damage to the Company, he shall bear the responsibility of compensation according to laws.
Article 33 The qualification of the executive director or the manager shall meet laws, regulations, and relevant state criteria.
In case the manager or any top managerial person is engaged in any activity of malpractice or serious dereliction of his duties, the shareholders’ meeting may pass a resolution to remove him at any time.
第七章 监 事Chapter 7 Supervisor
Article 34 The Company does not set up a board of supervisors. It shall have one supervisor (with a tenure of 3 years) appointed by the shareholders’ meeting. The shareholders’ meeting shall not remove the supervisor unreasonably prior to the expiration of his tenure. The executive director, manager or financial director shall not hold the post of supervisor concurrently. The supervisor shall carry out the following functions:
1、检查公司财务；1. Supervisor the Company’s financial situation;
2. Supervisor any behavior of the executive director or the manager that violates laws, regulations, or the articles of association of the Company;
3. Demand the executive director or the manager to correct any of their behaviors that compromise the Company’s interests;
4、提议召开临时股东会会议。4. Propose to hold an interim shareholders’ meeting.
第八章 公司财务、会计Chapter 8 Corporate Finance and Accounting
Article 35 The Company shall set up a financial and accounting system according to laws, regulations, and the rules of relevant authorities, and pay taxes in accordance with laws.
Article 36 The Company shall, upon the end of each accounting year, prepare a financial and accounting report, which shall be reviewed and verified by a Chinese certified public accountant.
The financial and accounting report shall include the following financial statements and annexed detailed schedules:
（一）资产负债表；(1) Balance sheet;
（二）损益表；(2) Income statement;
（三）财务状况变动表；(3) Statement of changes in financial position;
（四） 财务情况说明书；(4) Financial situation statement.
（五）利润分配表。(5) Statement of profit distribution.
Article 37 After the after-tax profit of the year is distributed, the Company shall allocate 10% of the profit as the Company’s statutory reserve fund. If the Company’s statutory reserve fund exceeds 50% of registered capital, such allocation is not required.
If the Company’s statutory reserve fund is not adequate to compensate for the Company’s loss in the previous year, such loss shall be compensated first before allocation for statutory reserve fund and statutory public welfare fund is made.
The remaining profit after allocation for statutory reserve fund and statutory public welfare fund is made shall be distributed in proportion to the shareholders’ respective capital contributions.
Article 38 The Company’s reserve fund is for the purposes of loss compensation, business expansion, or capital increase.
Article 39 The Company shall not prepare any other accounting book rather than the statutory ones.
Article 40 No person shall open any personal account to deposit any of the Company’s assets.
第九章 解散和清算Chapter 9 Dissolution and Liquidation
Article 41 Any merger or division of the Company shall be conducted according to state laws and regulations.
Article 42 The Company may be dissolved when the circumstances for dissolution as stipulated by laws and regulations occur.
Article 43 In the case of normal dissolution (non-mandatory), the shareholders’ meeting shall designate a liquidation group, which will be set up within 15 days upon confirmation of the shareholders’ meeting.
Article 44 Once the liquidation group is set up, the Company shall stop all business activities that are not related to liquidation.
Article 45 The liquidation group shall perform the following duties during liquidation:
(1) Liquidate the Company’s assets, and prepare balance sheet and assets list;
（二） 通知或公告债权人；(2) Notify or publicize creditors;
(3) Dispose of and settle with unresolved business of the Company;
（四） 清缴所欠税款；(4) Pay all unpaid taxes;
（五）清理债权债务；(5) Settle claims and debts;
(6) Dispose of remaining assets after all debts are paid;
(7) Participate in civil litigations on behalf of the Company.
Article 46 The liquidation group shall, within 10 days after its formation, notify creditors, and make at least 3 publications on newspaper within 60 days. The liquidation group shall keep a record of the Company’s creditors and their respective claims.
Article 47 The liquidation group shall, after the Company assets are disposed of and balance sheet and assets list are prepared, draw out a liquidation plan, and submit it to the shareholders’ meeting for approval.
Article 48 The order by which assets are paid to settle debts is: 1. Liquidation cost; 2. Employee salary and labor insurance cost; 3. Unpaid taxes; 4. Company debts;
The remaining assets, after costs and debts are paid according to the preceding paragraph, shall be distributed to shareholders in proportion to their respective capital contributions.
Article 49 Once the liquidation is finished, the liquidation group shall prepare a liquidation report, submit the report to the shareholders’ meeting and relevant competent authorities for approval, apply for deregistration with the registration authority, and publicize the Company’s termination.
Article 50 The liquidation group members shall perform their duties in accordance with laws, and shall not take any bribe or any other illegal benefit, or misappropriate any of the Company’s assets. The liquidation group member who brings loss to the Company or creditors due to his/her intentional behavior or gross negligence shall bear the responsibility of compensation.
第十章 附 则Article 10 Supplementary Provisions
Article 51 Any change in the registration items or any other important provisions herein shall be conditional upon modification hereof.
The procedures for modifying these articles of association shall be in accordance with the Company Law and these articles of association.
Any modification hereof shall be limited to the amended item.
Article 52 Any amendment hereto, as passed by the shareholders’ meeting, shall be filed with company registration authority.
Article 53 In the case of any provision hereof that is inconsistent with state laws and regulations, the latter shall prevail.
Article 54 Any resolution for additional provision to these articles of associations as approved by the shareholders’ meeting shall be deemed an integral part hereof, and shall be filed with company registration authority.
Article 55 These articles of association shall be construed by the Company’s shareholders’ meeting, and shall become valid upon registration of the Company.
年 月 日 Date: