第一章總則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.
名稱： Company name:
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.
第二章股東Chapter 2 Shareholders
Article 7 The Company has two shareholders in total, names and domiciles as indicated below:
股東名稱 Name of shareholder 地址 domicile
第八條股東享有下列權利：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.
第九條股東履行下列義務：Article 9 The shareholders shall fulfill the following obligations:
（一）按規定繳納所認出資；(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）公司名稱；(1) Company name;
（二）公司登記日期；(2) Date of registration;
（三）公司注冊資本；(3) Registered capital;
（四）股東的姓名或名稱，繳納的出資；(4) Name and contributed capital of shareholder;
（五）出資證明書的編號和核發日期。(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）股東的姓名或名稱；(1) Name of shareholder;
（二）股東的住所；(2) Domicile of shareholder;
（三）股東的出資額、出資比例；(3) Capital contribution and proportion made by shareholder;
（四）出資證明書編號。(4) Serial number of capital-contribution certificate.
第三章注冊資本Chapter 3 Registered Capital
Article 12 The Company has a registered capital of 10 million yuan, of which each shareholder contributes:
股東名稱Name of shareholder 出資額Contribution 出資比例Percentage
第十三條股東以貨幣出資。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.
第四章股東會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）審議批準執行董事的報告；(4) Review and approve executive director′ reports;
（五）審議批準監事的報告；(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）對發行公司債券作出決議；(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.
第五章執行董事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）執行股東會的決議；(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）制訂增加或減少注冊資本方案;(6) Prepare plan of capital increase or decrease;
(7) Draw out plan of company merger, division, dissolution, or change of corporate structure;
（八）決定公司內部管理機構的設置；(8) Determine the framework of internal management;