Articles of Association Form Template

ARTICLES OF ASSOCIATION

FOR

[ Name of the —— ]

(________, 2010)

TABLE OF CONTENTS

CHAPTER I GENERAL PROVISIONS ................................................................. 2

CHAPTER II PURPOSE AND SCOPE OF THE COMPANY ................................ 3

CHAPTER III TOTAL AMOUNT OF INVESTMENT AND REGISTERED

CAPITAL............................................................................................ 4

CHAPTER IV SHAREHOLDER, BOARD OF DIRECTORS , AND

SUPERVISOR .................................................................................... 5

CHAPTER V OPERATION AND MANAGEMENT ORGANIZATION ............... 7

CHAPTER VI FINANCIAL AFFAIRS...................................................................... 9

CHAPTER VII PROFITS DISTRIBUTION.............................................................. 10

CHAPTER VIII LABOR MANAGEMENT ............................................................... 10

CHAPTER IX INSURANCE.................................................................................... 11

CHAPTER X TERM, TERMINATION, AND LIQUIDATION ............................ 11

CHAPTER XI MISCELLANEOUS ......................................................................... 12

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ARTICLES OF ASSOCIATION

FOR

CHAPTER I

GENERAL PROVISIONS

ARTICLE 1 FORMULATION OF ARTICLES OF ASSOCIATION

These Articles of Association (referred to as “AOA”) are made as of the day of __________, 2010 in Beijing, the People's Republic of China (referred to as “China” or “PRC”), by (referred to as the “Shareholder”), in accordance with the Law of the People's Republic of China on Foreign-Invested Enterprises and its implementing regulations and other relevant PRC laws and regulations, for the establishment of the wholly foreign-owned enterprise [ Name of the WFOE] (referred to as the “Company”).

ARTICLE 2 NAME AND LEGAL ADDRESS OF THE COMPANY 2.1 The name of the Company shall be:

[ Name of the WFOE] 2.2 The legal address of the Company shall be:

ARTICLE 3 SHAREHOLDER OF THE COMPANY 3.1 The Shareholder of the Company is:

3.2 The legal address of the Shareholder is: 3.3 The Authorized Representative of the Shareholder is:

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Name: [ ] Position: [ ] Nationality: [ ]

ARTICLE 4 LIMITED LIABILITY COMPANY

The Company shall be organized as a limited liability company. Liabilities of the Company towards its debts shall be limited to all of its assets, and liabilities of the Shareholder towards the Company shall be limited to the amount of its capital contribution.

ARTICLE 5 CHINESE LEGAL PERSON

The Company shall be a legal person as a wholly foreign-owned enterprise under the laws of the PRC, and all its activities shall be governed and protected by the relevant and published laws, decrees, rules, and regulations of the PRC.

ARTICLE 6 ESTABLISHMENT

The establishment of the Company is subject to the approval and registration by competent government authorities. The Company is established on the date when the Business License of the Company is issued by the competent government authority (“Company Establishment Date”).

CHAPTER II

PURPOSE AND SCOPE OF THE COMPANY

ARTICLE 7 PURPOSE

The purpose of the Company is to

ARTICLE 8 BUSINESS SCOPE

The business scope of the Company (referred to as “Business Scope”) shall be: Wholesale, commission agency (excluding auction), import and export of electronic

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products; providing related technology consulting and technology service (any products subject to quota licenses administration or other special administration shall be handled pursuant to relevant State laws and regulations) .

CHAPTER III

TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL

ARTICLE 9 TOTAL AMOUNT OF INVESTMENT

The total amount of investment of the Company shall be USD [ ].

ARTICLE 10 REGISTERED CAPITAL

The registered capital of the Company shall be USD ________. The Shareholder shall make its capital contribution in cash in U.S. dollars. The difference between the total amount of investment and the registered capital shall be funded by way of loans.

ARTICLE 11 CONTRIBUTION TO THE REGISTERED CAPITAL

11.1 The Shareholder shall inject 50% of the registered capital into the Company

within two (2) months and all the rest registered capital within two (2) years after the issuance of the Business License.

11.2 After the Shareholder pays its capital contribution in accordance with Article

11, the Company shall engage an accounting firm certified and registered in the PRC to verify the capital contribution and issue a capital verification report.

ARTICLE 12 INVESTMENT CERTIFICATION

If required by the Shareholder, the Company shall issue an Investment Certificate to the Shareholder, evidencing the paid-in capital by the Shareholder. The Investment Certificate shall include the following items: - Name of the Company; - -

Date of the establishment of the Company;

Name of the Shareholder and the investment contributed; and

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19.7 19.8

The Company shall maintain RMB and foreign currency bank accounts at authorized PRC banks in accordance with relevant PRC laws.

All foreign exchange matters of the Company shall be handled in accordance with relevant PRC laws.

CHAPTER VII

PROFITS DISTRIBUTION

ARTICLE 20 DIVIDENDS

20.1 After the Company has paid taxes and made up any losses incurred in any

previous year prior to distribution of the net profits of the Company to the Shareholder, the Company shall set aside the reserve fund, the enterprise development fund, and other funds in accordance with PRC laws.

20.2 The Board shall decide the amount of profits to be allocated to each of these

funds, but no less than the amount required by PRC laws.

20.3 After (a) injection of the registered capital in accordance with the Articles of

Association, (b) utilization of the accumulated tax losses of previous years, (c) payment of all income tax payable, and (d) the allocation of funds pursuant to the above provision, the Board may declare the remaining profits to be payable as dividends to the Shareholder.

20.4 The Company may remit the dividends generated from the operation of the

Company and/or remaining funds after liquidation of the Company to the Shareholder.

CHAPTER VIII

LABOR MANAGEMENT

ARTICLE 21 LABOR MANAGEMENT

Labor related matters of the Company shall be handled in accordance with PRC laws, including but not limited to the recruitment, employment, salaries and benefits, social insurance, labor discipline, dismissal, and resignation of the employees.

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ARTICLE 22 LABOR UNION

Employees of the Company shall have the right to establish a labor union in accordance with the Labor Union Law of the People’s Republic of China and the Constitution of the Labor Union of China. The Company shall make allocations to the labor union fund in accordance with the relevant PRC laws.

ARTICLE 23 LABOR CONTRACT

The Company shall enter into labor contracts with each of its employees. The labor contracts shall conform to the requirements of the relevant PRC laws.

CHAPTER IX INSURANCE

ARTICLE 24 INSURANCE

All insurance the Company needs during its operation shall be purchased from domestic insurance companies. The type of insurance, insurance coverage and period of coverage shall be decided by the Company in accordance with its operational needs and applicable laws.

CHAPTER X

TERM, TERMINATION, AND LIQUIDATION

ARTICLE 25 TERM OF THE COMPANY

The term of operation of the Company (“Company Term”) shall be fifteen (15) years commencing from the Company Establishment Date.

ARTICLE 26 EXTENSION OF THE COMPANY TERM

The Company Term may be extended if the Shareholder so decides which shall be subject to the approval and registration by the competent government authorities.

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ARTICLE 27 TERMINATION

27.1 The Company shall be terminated automatically upon expiration of its term.

27.2 The Company may be terminated prior to the expiration of its term subject to

the Shareholder’s written decision. Early termination is subject to the approval of the competent government authorities.

ARTICLE 28 LIQUIDATION

28.1 Upon the expiration or early termination of the Company, the Board shall

organize a liquidation committee to go through all liquidation procedures and handle all liquidation related matters in accordance with PRC laws.

28.2 The remaining amounts or assets after clearance of all debts of the Company

and after payment of relevant taxes shall be owned by and distributed to the Shareholder.

28.3 After completion of the liquidation, the Company shall submit a report to the

competent government authorities, go through the necessary formalities for cancellation of registration of the Company, and make an announcement to the public.

CHAPTER XI MISCELLANEOUS

ARTICLE 29 GOVERNING LAW

The formation, validity, interpretation, and implementation of these Articles of Association and the resolution of disputes arising from or in connection with these Articles of Association shall be governed by the PRC law.

ARTICLE 30 AMENDMENTS

These Articles of Association may be amended by consent of the Shareholder. Any amendment to these Articles of Association shall be subject to the approval of the competent government authorities.

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ARTICLE 31 LANGUAGE

These Articles of Association shall be written in Chinese and English. Both language versions shall be equally valid. If there is any difference between these two versions, the Chinese version shall prevail.

ARTICLE 32 EFFECTIVE DATE

These Articles of Association shall come into effect upon the approval of the competent government authorities.

[Execution Page Follows]

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[Execution Page]

Signed by: _________________________

Name: [ ]

Position: [ ]

Nationality: [ ]

Date: ___________________

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