英文： ARTICLES OF ASSOCIATION FOR________LIMITED LIABILTY COMPANY
INDEX
Chapter 1 General Provision
Chapter 2 The Purpose l Scope and Scale of the Business
Chapter 3 Total Amount of Investment and the Registered Capital
Chapter 4 The Board of Directors
Chapter 5 Business Management Office
Chapter 6 Finance and Accounting¹
Chapter 7 Profit Sharing
Chapter 8 Staff and Workers
Chapter 9 The Trade Union Organization
Chapter 10 Duration， Termination and Liquidation² of the Jint Venture Company
Chapter 11 Rules and Regulations
Chapter 12 Applicable Law
Chapter 13 Supplementary³ Articles

Chapter 1 General Provision
Article 1
In accordance with the "Law of the People's Republic of China on joint⁴ Venture Using
Chinese and Foreign Investment" and the contract signed on in_________ ，china， by， ×Co.
(hereinafter referred to as Party A). and ×××Co.， Ltd. (hereinafar referred to as Party A)， to set up a joint venture， ×× Limited Liability Company (hereinafter referred to as joint venture
company)， the Articles of Association hereby is formulated⁵.
Article 2
The names of the joint venture company shall be ××Limited Liability Company
Its abbreviation is
The Legal address of the joint venture company is at
Article 3
The names and legal addresses of each parties are as follows:
Party A: × Co. ， China， and its legal address is
party B: ××× Co.， Ltd， and its legal address is
Article 4
The organization form of joint venture company is a limited liability company. The liabilities of each party to the joint venture company just limits to its contributed capital， which stipulated⁶ in the Articles of Association or in the revised afterwards. The profits， risks and losses of the joint venture company shall be shared by the parties in proportion to their contributions of the registered capital.
Article 5
The joint venture company has the status of a legal person and is subject to the jurisdiction⁷ and protection of Chinese laws concerned. All activities of the joint venture company shall be governed by the laws. decrees and pertinent⁸ rules and regulations of the People's Republis of China.

Chapter 2 The Purpose， Scope and Scale of the Business
Article 6
The prupose of the parties to the joint venture is in conformity⁹ with the wish of enhancing the economic cooperation and technical exchanges， to raise economic results and ensure satisfactory economic benefits for each investor¹⁰ by improving the product quality， devloping new products， and gaining competitive position in the world market in quality and price through advanced and appropriate technology and scientific management.
Article 7
Business scope of the joint venture company isArticle 8
The production scale of the joint venture company are at follows:
Article 9
The produets of the joint venture company will be sold on Chinese market and overseas market and after-sale services will be provided by themslves. In order to pursuing the success and development of the joint venture company， the joint venture company shall give the top priority on export of the prodacts and earning foreign currency.

Chapter 3 Total Amount of Investment and the Registered Capital
Article 10
The total amount of investment of the joint venture company is V. S. Dollars. The regis tered capital for the joint venture company is V. S. Dollars.
Article 11
Both parties shall contribute the
capital as sollows:
Party A shall pay accounts for %
includes:l)
2)
Party B shall pay accounts for %
includes:1) Factory site and others: us Dollars;
2) Eauipment: us Dollars
Article 12
The amount of the investment in Article 10 shall be paid by Party A and Party B according to the time limit stipulated in the contract.
Article 13
After the payment of investment by the parties to the joint venture， a Chinese registered accountant invited by the joint venture company shall verify it and provide a certificate for contributed investment. Thereafter the joint venture company shall issue an investment certificate to confirm the date and amount of the contribution.
ArticIe14
Within the term of the joint venture， the joint venture company shall not reduce its registered capital. Neither party shall be allowed to mortgage any part of the investment to the third party.
Article 15
Any increase， assignment of the registered capital of the joint venture company shall be approved by the board of directors and submitted to the original examining and approving au-thority for approval. The registration¹¹ procedures for changes shall be dealt with at the original registration and administration office.

Chapter 4 The Board of Directors

Article 16
The joint venture company shall establish the board of directors which is the highest au-thority of the joint venture company.
Article 17
The board of directors shall decide all major issues concerning the joint venture compa-ny.As for the following issues. unamious approval shall be required:
l)amending the Articles of Association of the joint venture company ;
2)discussing and deciding the termination and dissolution of the joint venture company;
3)deciding the merger¹²， affiliation¹³ and consolidation¹⁴ of the joint venture company with other economic organization;
4)deciding the increase and assignment of the registered capital;
5)deciding to set up branches;
6)ratifying the project of development on medium term and long term;
7)deciding an annual management strategy and plan;
8)ratifying fiscal¹⁵ budget， fiscal report and accounting statement;
9)deciding the plan on annual profits sharing;
l0)inviting and dismissing the general manager and the deputy general managers;
11)settling the disputes between each party to the joint venture and joint venture company.
As for other matters， approval by more than_________ directors shall be required. such as;
1)deciding the top line of annual circulating capital and issues on purchasing， leasing and mortgage of assets in the joint venture company;
2)approving. the labor¹⁶ contracts and other important regulations of the joint venture company;
3)examining and approving the annual business report submitted by the general manager;
4)inviting and dismissing the senior adminiatrative personnal who shall be recommended by general manager， and deciding their salary and welfare;
5)deciding the system of salary and welfare for staff and workers in joint venture company in accordance with the relevant regulations of China;
6)defining and adjusting the stracture of the joint venture company
7)deciding the proportion of allocation for reserve funds， expension funds and bonuses from the taxed profits of joint venture company;
8)deciding the types and scope of insurances for joint venture company
9)deciding the scope of authorized¹⁷ power for the general manager;
10)deciding the plan on living houses and other welfare for staff and workers of joint venture company;
11)deciding other matters which shall made decision by the board of directors.
Article 18
The board of directors shall consist of directors. of which directors shall be appointed by Party A， by Party B. The term of office for the directors is four years and may be renewed.
When appointing and replacing directors， a written notice shall be submitted to the board and the other party.
Article 19
The board of directors shall convene¹⁸ at least one meeting every year. The chairman may convene an interim¹⁹ meeting based on a proposal made by more than _______(including )directors. The board meeting will be held in principle in ________.
Article 20
The chairman shall give each director a written notice thirty (30) days before the date of the board meeting. The notice shall cover the agenda， time and place of the. Should the directors be unable to attend the board meeting meeting， he may present aproxy in written
form to the board.
In case the director neither attends nor entrusts²¹ others to attend the meeting， he will be regarded as abstention.
Article 22
The board meeting requires a quorum²² of over three quarter of the total number of directors. When the quorum is less than three quqrter， the decisions adopted by the board meeting are invalid²³. Detailed²⁴ written records shall be made for each board meeting and signed by all the attended directors or by the attended proxy²⁰. The record shall be made in Chinese and in English， and shall be filed with the company.

Chapter 5 Business Management Office

Article 22
The joint venture company shall establish a management office which shall be responsible for its daily management. The management office shall have one general manager， deputy general managers. They shall be invited by the board of directors whose term of office is four years and may be renewed by the board of directors.
Article 23
The system of job responsibility of the general manager under the board of directors is adopted by the joint venture company. The general manager shall be responsible to the board of directors directly， carry out the decisions of the board of directors and organize the daily
works on production， technology and management of joint venture company.
Article 24
At the invitation of the board of directors， the chairlnan， vicechairman of directors of the board may concurrently²⁵ be the general manager， deputy general manager and general manager assistant of the joint venture company.
Article 25
The general manager or deputy general managers shall not hold positions concurrently as general manager or deputy general manager of other economic organizations on commercial competition with their own joint venture company without the approval of the board of directors. Article 26
The general manager， deputy general managers and other senior administrative²⁶ personnel who ask for resignation shall submit their written reports to the board of dircetors in advance. In case any one of the above-mentioned persons conduct graft²⁷ or serious dereliction of duty， they may be dismissed at any time upon the decision of the borad.

Chapter 6 finance and Accounting

Article 27
The finance and accounting of the joint venture company shall be handled in accordance with the "Stipulations of the Finance and Accounting System of the Joint Venture Using Chinese and Foreign Investment" which formulated by the Ministry²⁸ of Finance of the People's Republic of China.
Article 28
The fiscal year of the joint venture company shall be calendar year from January 1 to December 31. All vouchers²⁹， receipts， accounting statiments and reports， accounting books shall be written in Chinese and English.
Article 29
The joint venture company adopts Renminbi (RMB) as its accounts keeping unit. The conversion³⁰ of RMB into other currency shall be in accordance with the exchange rate of the converting day published by the State Administration of Foreign Exchange Control of the People's Republic of China.
Article 30
The joint venture company shall open accounts in RMB and foreign currency with the Band of China or other banks which agreed by the Bank of China.
Article 3l
The accounting of the joint venture company shall adopt the internationally used accrual³¹ basis and debit³² and credit accouting system in their work.
Article 32
The accounting books of the joint venture company shall include the following contents:
(1)all amount of income and payment and payment in cash of the joint venture company;
(2)situations concerning sale and purchasing the materials of the joint venture company;
(3)situations concerning registered capital and debt of the joint venture company;
(4)situations concerning and assignment of the registered capital.
Article 33
In the first three months of each fiscal year， the manager shall prepare the profits year's balance sheet， profit and loss statement and proposal regarding the disposal of profits which should be examined and signed by the auditor³³， then submit them to the board of directors.
Article 34
Parties of the joint venture company have the right to invite an auditor to undertake annual financial check and examination at his own expense. The joint venture company shall provide convenience for the checking and examination.
Article 35
The depreciation³⁴ period for the fixed³⁵ assets of the joint venture company shall be decided³⁶ by the board of eircetors in accoudance with the "The Income Tax Law of the People's R-public of Chian for Foreign Investment Enterprises and Foreign Enterprises"
Article 36
All matters concerning foreign exchange shall be handled in accordance with the "rovisional Regulations for Exchange Control of the People's Republic of China" and other pertaining³⁷ regulations.