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公司章程樣本

2016-03-02 16:21  來源:   糾錯

Articles of Associations for ______ Company(Modified Version)

Chapter 1 General Provisions

Article 1 This Articles of Association is hereby formulated and executed by and between__ (hereinafter referred to as “Party A”), _ (hereinafter referred to as “Party B”), as well as __(hereinafter referred to as “Party C”, and Party A,Party B and Party C are sometimes referred to hereinafter collectively as the “Parties” and each individually as a “Party”), in accordance with the Company Law of the People‘s Republic of China, Law of the People’s Republic of China on Enterprise with Foreign Investment , and other related applicable laws and regulations, with a view to establishing and maintaining the statutory status and qualification of ___(hereinafter referred to as “Company”), standardizing the organization and activities thereof and safeguarding the legitimate and due interests and rights of the Company, investors and creditors thereof, as well as enabling and ensuring a sound operating mechanism for self-development and self-discipline to be created and adopted in the Company (hereinafter referred to as “Articles”)

Article 2 The Company is a foreign-invested enterprise established upon required and necessary approval by the related examination and approval authorities of competent jurisdiction. The Company was registered with Beijing Bureau for Industry and Commerce with its establishment date on 18th April 2003.

Article 3 The full name of the Company is __, with its legal domicile at ___.

Article 4 The Company is governed and protected by relevant laws of the People‘s Republic of China, and any and all activities thereof shall be subject to appropriate applicable laws, regulations and provisions prescribed in other rules and regulations.

Article 5 The Company is incorporated in the form of a limited liability Company, being entitled to an independent legal person status, and enjoying dulyrelated rights to engage in civil affairs as allowed and able to assume any and all required civil liabilities resulted from its activities. Each party thereto is liable to the Company in proportion to of their contribution to the registered capital thereof. The Company shall be held liable to the extent of its total asset available at then currently appropriate time, following the principles of voluntary contribution, equity equality, returns sharing and risk co-assumption.

Article 6 Upon an unanimous agreement of the Board of Directors of the Company and approval by related governmental authorities, the Company may, subject to the applicable laws and regulations, make investment in or payment of membership dues to, any other companies or enterprises or private non-enterprise entities (limited only to the those in medical sector or industry) or corporate bodies (limited only to the those in medical apparatus sector or industry), based at home or abroad, for being adopted to be shareholder, beneficiary owner, organizer or member of the same, however, provided that the Company shall not seek or apply to be shareholder, partner or member of any profit-seeking organization or non-for-profit organization, whether a legal person, with unlimited liabilities.

Article 7 Upon an unanimous agreement of the Board of Directors of the Company and approval by related governmental authorities, the Company may, set up branch (es) at home or abroad, as the case may require.

Chapter 2 Investing Parties

Article 8 The Company is jointly funded and established by:

i) CHENGXUAN INTERNATIONAL LTD, a limited liability corporation incorporated and existing under the laws of British Virgin Islands, with its legal address at Mill Mall, P.O. Box 92, Road Town, Tortola, British Virgin Islands. The name, position and nationality of its Legal representative are each respectively indicated as follows: Wu Xiaodong, Chairperson of the Board of Directors and Chinese.

ii) GOLDEN MEDITECH (BVI) COMPANY LIMITED, a limited liability corporation registered in British Virgin Islands, with its legal address at P.O. Box 957, Offshore Incorporations Center, Road Town, British Virgin Islands. The name, position and nationality of its Legal representative are each respectively indicated as follows: Gan Yuan, Director and Chinese; and ……

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