【正文】 hange of the legal address of the Company。(vi) addition of items to or change of the scope of business of the Company。(iv) rental agreements, the amount of which is more than RMB 1 million。(ii) mortgage, pledge or granting of a security interest or other types of liens in any building, office space or other fixed assets or capital equipment of the Company, the amount of which is more than RMB 1 million。 (iii) merger of the Company with any other economic organisation。Articles of AssociationOf Chongqing, China Date: [ ], 2005Table of ContentsArticle 1 Name of Company 3Article 2 Name of Investor 3Article 3 The Company 3Article 4 Purpose and Scope of Business of the Company 4Article 5 Total Amount of Investment and Registered Capital 5Article 6 Encumbrance of Investment 6Article 7 Board of Directors 6Article 8 Management Organisation 9Article 9 Labour Management 11Article 10 Trade Union 13Article 11 Taxes, Finance, Audit and Distribution of Profits 13Article 12 Bank Accounts and Foreign Exchange 14Article 13 Term 15Article 14 Early Termination 16Article 15 Liquidation 17Article 16 Insurance 18Article 17 Rules and Regulations 18Article 18 Miscellaneous 19The present articles are hereby formulated by . (hereinafter referred to as the “Investor”) in accordance with the Law of the People’s Republic of China (“PRC”) on Wholly ForeignOwned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreignowned enterprise (the “Company”) in Chongqing, PRC.Article 1 Name of CompanyName of the Company in English: Name of the Company in Chinese: Legal Address: Legal Representative: Position: Nationality: Article 2 Name of InvestorName of the Investor in English: . Legal Address: Legal Representative: Position: Nationality: Article 3 The Company Legal PersonThe Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Company shall ply with applicable PRC laws and regulations. Limited Liability CompanyThe Company shall be a limited liability pany under the laws of the PRC. The liability of the Investor for the losses, risks, liabilities and any other obligations whatsoever of the Company shall be limited to the registered capital of the Company. Date of EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business License. BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Examination and Approval Authority”). Article 4 Purpose and Scope of Business of the Company PurposeThe purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in Chongqing and other cities in China by adopting advanced and appropriate technologies and scientific management methods and to bring satisfactory economic benefits to the investor. Business Scope (The business scope mentioned above shall be subject to the approval of the related industrial and mercial authority.)Article 5 Total Amount of Investment and Registered Capital Total Amount of Investment The total amount of investment of the Company shall be. Registered CapitalThe registered capital of the Company shall be . Contribution to Registered CapitalInvestor’s contribution to the registered capital of the Company shall be in cash. The registered capital of the Company shall be paid by the Investor in instalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date of Establishment. The balance of the registered capital shall be fully paid with three (3) years after the Date of Establishment according to relevant Chinese laws and regulations. Investment CertificatesThe Company shall retain at its expense a certified public accountant registered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis of such report. Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of the Company may, pursuant to the decision of the Board in accordance with the business needs of the Company, be raised by the Company through loans from domestic and/or foreign financial institutions. Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authority for approval. Upon receipt of such approval, the Company shall register the changes in the registered capital and/or total amount of investment with the original department of administration of industry and merce.Article 6 Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanimous approval of the Board of Directors and the carrying out procedure to change registration with th