【正文】 STANDARDIZED COMPANY ARTICLES OF ASSOCIATION 公司章程TABLE OF CONTENTS 目錄Chapter 1. General Provisions 總則Chapter 2. Purpose and Scope of Business 公司經(jīng)營范圍Chapter 3. Shares 公司股份Chapter 4. Shareholders and the General Meeting of Shareholders 股東姓名及股東大會Chapter 5. Board of Directors 董事會Chapter 6. General Manager 總經(jīng)理Chapter 7. Supervisory Board 監(jiān)事會Chapter 8. Financial Affairs, Accounting and Auditing 公司財務、會計、審計事宜Chapter 9. Labor Management, Labor Union and Employee Benefits 勞動關系管理、工會及員工福利Chapter 10. Dispute Resolution 爭論解決方式Chapter 11. Notification and Announcement 通知及公告Chapter 12. Merger, Division, Dissolution and Liquidation 公司合并、分立、解散與清算辦法Chapter 13. Amendment of Articles of Association 公司章程變更Chapter 14. Supplementary Provisions 補充條款CHAPTER 1. GENERAL PROVISIONS 總則Article 1These Articles of Association are formulated according to the China Company Law, the Instruction regarding Articles of Association for Listed Companies, and other relevant regulations for the purposes of maintaining the legitimate benefit for the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.Article 2This Company is a joint stock limited liability pany established according to the Company Law and other relevant regulations. The Company is established with the mode of incorporation by means of share offer, as approved by Decree No. ___ of 2000 of the State Economic and Trade Commission, and registered in the State Administration for Industry and Commerce so as to obtain a business license.Article 3The Company initially issued _____ million RMB mon shares to the public on__________, 2000 by the approval of the China Securities Regulatory Commission. Those shares included _____ million domestic shares subscribed in RMB form issued to domestic investors. The Company was listed on the _________ Stock Exchange on_____________, 2000. (OPTIONAL (IF RELEVANT) Those shares also included ____ million foreign capital shares subscribed in foreign currency form issued to foreign investors and listed on the domestic stock exchange.)Article 4The name of the Company is:________________________________________ (Chinese)________________________________________ (English).Article 5The domicile of the Company is: , ________Road,_______________________, Post Code: ________________.Article 6The registered capital of the Company is ______ billion RMB.Article 7The Company is a perpetual joint stock limited liability pany.Article 8The Chairman of the Board of Directors is the legal representative of the Company.Article 9The entire assets of the Company is divided into an equal number of shares. Each shareholder shall assume liability to the extent of his shareholding in the Company. The Company shall assume liability for its debt to the extent of its entire assets.Article 10From the date that it takes effect, these Articles of Association shall bee a binding legal document to standardize the organization and behavior of the Company, and to set the rights and obligations between the Company and its shareholders and for the shareholders with each other.Article 11Other superior/top managers referred to in these Articles of Association are the Secretary of the Board of Directors and the person in charge of financial affairs.Article 12The Company has the right to raise funds through various legal sources, including, but not limited to, loans and the issuance of bonds. However, such funds may be raised only after preconditions are met which are set by relevant laws, administrative rules and regulations, and by the provisions of these Articles of Association. The Company also has the right to provide a guarantee to any third party.Article 13The Company is an independent legal person, all of whose behavior shall abide by China laws and regulations and shall protect the legitimate interests and rights of shareholders. The Company shall be governed and protected by China laws, administrative rules and other regulations issued by the Government.Article 14The Company may invest in other limited liability panies and joint stock limited liability panies. It shall assume liability in such cases to the extent of its investment in such panies. The aggregate amount of such investments shall not exceed the limits set by Article 12 of the Company Law, that is 50% of net assets, and be related to the requirements for operation and management of the Company.Article 15The Company shall not be an unlimited liability shareholder of any other economic organization.CHAPTER 2. PURPOSE AND SCOPE OF BUSINESSArticle 16The purpose of the Company is to construct, develop and operate a high class road in a positive manner which has a large potential traffic volume and a stable revenue. The road shall improve the road network in its area of operation and for adjacent areas, and promote regional economic development. It shall satisfy its shareholders with a reasonable rate of return on their investment.Article 17The scope of business of the Company, as approved by the Registration Authority, is to invest in the development, construction and operation of a toll road, to repair vehicles, to lease vehicles and machinery equipment, and to provide consulting services.CHAPTER 3. SHARESSection 1. Issuance of SharesArticle 18The shares of the Company are in the form of stock.Article 19All shares issued by the Company are mon shares.Article 20The shares of the Company shall be issued based upon the principle of openness, fairness and impartiality. Thus each share shall have the same rights and each share shall receive the same profit.Article 21The nominal price of the stock issued by the Company shall be indicated in RMB.Article 22The domestic shares issued by the Company shall be in the centralized trusteeship of the __________ Stock (Exchange) Registration Limited Company. (OPTIONAL