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Articles of Association
Of
Chongqing, China
Date: [ ], 2005
Table of Contents
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 Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in Chongqing, PRC.
Name of the Company in English:
Name of the Company in Chinese:
Legal Address:
Legal Representative:
Position:
Nationality:
Name of the Investor in English: .
Legal Representative:
Position:
Nationality:
3.1 Legal Person
The 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 comply with applicable PRC laws and regulations.
3.2 Limited Liability Company
The Company shall be a limited liability company 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.
3.3 Date of Establishment
The date of the establishment of the Company shall be the date on which the Company is issued its Business License.
3.4 Branches
The 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”).
4.1 Purpose
The 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.
4.2 Business Scope
(The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.)
5.1 Total Amount of Investment
The total amount of investment of the Company shall be.
5.2 Registered Capital
The registered capital of the Company shall be .
5.3 Contribution to Registered Capital
Investor’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.
5.4 Investment Certificates
The 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.
5.5 Differences between Total Amount of Investment and Registered Capital
The 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.
5.6 Changes of Registered Capital and Total Amount of Investment
Any 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 commerce.
The 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 the original registration body.
7.1 Formation of Board
(a) The date of issuance of the Company’s Business License shall be the date of the establishment of the Board of Directors (“Board”).
(b) The Board of Directors shall be composed of three (3) Directors who shall be all appointed by the Investor. The Directors shall each have a term of office of four (4) years, and each shall be eligible for consecutive terms of office upon reappointment by the Investor. Any vacancy created in the Board of Directors shall be immediately filled by the Investor. The Investor may at any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the remainder of the removed Director’s term. The Investor will appoint the chairman of the board from among the Directors.
(c) Subject to Article 15, the chairman of the Board shall be the legal representative of the Company and shall have the power to represent and act on behalf of the Company. Whenever the chairman is unable or fails to discharge his duties, the Director having served the longest on the Board shall represent the Company and perform the chairman’s duties.
7.2 Powers of Board
(a) The Board of Directors shall be the highest authority of the Company and shall have the right to make decisions on all matters of the Company.
(b) Resolutions involving the following matters shall be adopted only by the unanimous affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:
(i) amendment of the Articles of Association;
(ii) increase or assignment of registered capital or the total amount of investment;
(iii) merger of the Company with any other economic organisation; and
(iv) termination, dissolution or liquidation of the Company, or filing for debtor relief or other related protection by or on behalf of the Company under the Chinese bankruptcy laws or analogous laws or regulations.
(c) Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:
(i) issuance of any guarantees for the payment obligations of any person or entity or the making of any other financing arrangements, 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) loan and/or borrowing, the amount of which is more than RMB 1 million;
(iv) rental agreements, the amount of which is more than RMB 1 million;
(v) investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB 1 million;
(vi) addition of items to or change of the scope of business of the Company;
(vii) establishment of branch offices and/or subsidiaries;
(viii) change of the legal address of the Company;
(ix) distribution and payment of the Company’s profits;
(x) appointment, suspension and dismissal of the general manager, deputy general manager and chief financial officer, as well as each of their scope of authority;
(xi) approval of remuneration and benefits of the general manager, deputy general manager and chief financial officer under Article 8.1(b);
(xii) approval of equity investment with the amount more than RMB 1 million by the Company ;
(xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the enterprise expansion fund to be established under PRC law;
(xiv) approval of the annual business plan and annual budget of the Company;
(xv) approval of the annual auditing report of the Company; and
(xvi) other matters the Board considers subject to its approval.
7.3 Meetings
(a) The first Board meeting shall be held within sixty (60) days from the date of the issuance of the Business License.
(b) The Board shall meet at least once a year. Board meetings shall be held at the legal address of the Company unless otherwise determined by the Board of Directors. Two-thirds of all of the Directors shall constitute a quorum for any Board meeting. If at any properly convened meeting, no quorum is present, then the Board shall reconvene at the same time and place one week later unless otherwise notified by the chairman.
(c) The chairman of the Board shall set the agenda of Board meetings and shall be responsible for convening and presiding over such meetings.
(d) The chairman of the Board shall call an interim meeting of the Board under a request therefor from no fewer than one Director specifying the matters to be discussed, and shall notify all Directors in writing the agenda and subject of the meeting.
(e) The chairman of the Board shall send written notice to all Directors at least fourteen (14) days prior to any regular, seven (7) days in the case of an interim meeting to be held, stating the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all Directors prior or at the meeting in person, by telephone or by proxy. If notice is not waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and no more than twenty eight (28) days from the date of issuance of the notice in the case of a regular meeting, and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting.
(f) Should a Director be unable to attend a Board meeting for any reason, he may appoint a proxy in writing by mail or facsimile or hand-delivery to be present and to vote at the meeting on his behalf. A proxy may represent one or more Directors. A proxy shall have the same rights and powers as the Director who appointed him.
(g) Board resolutions may also be passed through a written circular vote via mail or facsimile exchange. Such written resolutions shall be filed with the minutes of the Board and shall have the same force and effect as a vote taken by the Directors physically present at a meeting.
(h) Board meetings may also be held by telephone or other electronic audio means such that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall constitute presence of such Director or his proxy in person at a meeting.
(i) Directors shall serve as Directors without remuneration unless otherwise approved by the Board. All reasonable costs, including round-trip airplane tickets and reasonable accommodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company. Remuneration and other expenses of each Director unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a manager or staff employee in the Company, he shall be compensated by the Company according to that position.
(j) Each Director shall have one vote.
7.4 Secretary
Minutes of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. The duties of the secretary shall include taking minutes of the meeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Company’s head office.
8.1 Management Organisation
(a) The Board of Directors of the Company shall establish a management organisation, which shall be responsible to and under the leadership of the Board and in charge of the day-to-day operation and management of the Company. Unless otherwise decided by the Board, the operation and management organisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the “Senior Corporate Officers”).
(b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be approved by a majority affirmative vote of the Directors present at a meeting of the Board in person, by telephone or by proxy.
(c) The term of office for the Senior Corporate Officers shall be four years, which terms may be renewed.
(d) If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is removed from office by the Board of Directors, the Board shall appoint a replacement.
(e) The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding any employment or service contract between the Company and such Senior Corporate Officer but without prejudice to the Senior Corporate Officer’s compensation for termination (if any).
(f) The chairman of the Board of Directors and other Directors may concurrently serve as a Senior Corporate Officer as well as any other officer of the Company.
8.2 Responsibilities and Powers of Senior Corporate Officers
(a) The Board of Directors shall have the power by majority decision to determine, qualify, and change in any way the power, responsibility and authority of the Senior Corporate Officers. The Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition.
(b) Subject to any qualifications and limitations as may be set by the Board from time to time, the general manager shall be responsible for the daily management and operation of the Company; the deputy general manager shall, under the leadership of the general manager, assist the general manager in the daily management and operation of the Company; and the chief financial officer shall, under the leadership of the general manager, be responsible for the financial and accounting matters of the Company.
(c) The general manager shall prepare the annual business plan and budget for each year for Board approval. Unless the Board shall decide otherwise, the general manager shall submit each year’s business plan and budget to the Board for approval no later than two months prior to the commencement of the fiscal year.
8.3 Non-competition
(a) No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, any other person, company, unit, entity or organisation or participate in any activities conducted by such person, company, entity, unit or organisation which may, directly or indirectly, conflict or compete with the interest or business of the Company or the Investor Group in China, and for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidiaries, its holding companies, and subsidiaries of its holding companies.
(b) All other management personnel of the Company shall be forbidden from concurrently serving for or working at any other company, unit, entity or organisation whatsoever unless authorized by the general manager and approved or ratified by the Board. Any personnel in violation of such prohibition shall be subject to immediate dismissal by the general manager unless the Board shall decide otherwise.
8.4 Dismissal
Any Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in connection with the Company’s business, acts in violation of any Board decisions or laws, acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause shall be dismissed by the Board of Directors without any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. Any other management personnel who engage in such improper activities shall be immediately dismissed by the general manager.
9.1 Governing Principle
The Company shall be entitled to full enterprise autonomy granted to foreign investment enterprises and shall have complete authority over the hiring and dismissal of its employees. The recruitment, employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insurance, welfare benefits and other matters shall be handled in accordance with the relevant PRC laws.
9.2 Labour Contract
The Company shall conclude individual employment contracts with staff and workers directly. The Company shall file such contracts with the Labour Department for the record.
9.3 Labour Plan
The labour plan, including the number of employees of the Company and the job descriptions, shall be prepared and determined by the general manager. The employees of the Company shall be required to strictly observe the rules and regulations of the Company. The Company shall recruit and employ only such number of employees as is necessary for its operations. Increase or decrease in the total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require the approval of the general manager.
9.4 Labour and Personnel Policies
(a) Matters such as employment, dismissal, resignation, wages, insurance, welfare benefits, reward and discipline of staff and workers of the Company as well as title to and the right to apply for copyright protection, patent protection and other rights regarding inventions and works of authorship in the course of employment shall be set by decision of the Board and stipulated in the labour and personnel policies of the Company and the labour contracts between the Company and the employees.
(b) The initial labour and personnel policies of the Company shall be prepared by the general manager for approval by the Board. These policies shall be consistent with applicable laws and regulations of China.
(c) The general manager shall implement hiring policies whereby all PRC employees of the Company shall be selected on the basis of examination and shall have the most competitive merits and qualifications. In this regard, upon the receipt of necessary approvals, the Company may hire qualified personnel from any where within China and, if necessary, from foreign countries.
(d) The Company shall sign non-competition and confidentiality agreements with its employees in accordance with the principles herein.
9.5 Power of General Manager
Subject to any limitations the Board may set, the general manager shall have the power to, according to the degree of seriousness of the case, give warnings, record demerits, deduct wages, dismiss or otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contract or the rules, regulations or labour discipline of the Company or applicable law.
The staff and workers of the Company may establish a trade union in accordance with the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and the Trade Union Law of the PRC. Activities of the trade union shall be conducted after normal working hours, shall not interfere with the normal operations of the Company and shall conform with the relevant regulations. If a trade union is established by the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wages received by the employees of the Company into the Company’s trade union fund for such trade union’s use in accordance with applicable laws of the PRC on the management of trade union funds.
11.1 Taxes
(a) The Company shall pay taxes in accordance with relevant PRC laws and regulations. The Company shall apply for all preferential tax and customs treatment available under the PRC law.
(b) The Company shall apply for all reductions of or exemptions from relevant taxes, duties and other levies which are now available or will become available for such wholly foreign owned enterprises such as the Company or for the Investor under any laws and regulations of the PRC.
11.2 Finances
(a) The financial and accounting affairs of the Company shall be handled consistently with the financial and accounting affairs of the Investor Group to the extent not inconsistent with the Foreign Investment Enterprise Accounting System of the PRC and Financial Administration Rules of Foreign Investment Enterprises of the PRC, which are formulated by the Ministry of Finance of the PRC. The Company shall pay all taxation according to relevant laws and regulations of the PRC.
(b) The fiscal year of the Company shall start on January 1 of each calendar year and end on December 31 of the same year. The last fiscal year of the Company shall start on January 1 of the year of termination or expiration and end on the date of termination or expiration of the Company.
(c) The Company shall adopt the internationally recognized accrual basis and debit and credit accounting system. All accounting records, vouchers, books and statements of the Company shall be prepared and kept both in Chinese and, if necessary, Korean as well. The Company shall use Renminbi as the base bookkeeping currencies for its financial statements. The annual, quarterly and monthly reports shall be approved and jointly signed by the general manager and the chief financial officer and shall be prepared and kept in both Chinese and Korean. The chief financial officer shall be responsible for formulating the accounting and administrative measures regarding the Company’s financial affairs, which shall be submitted to the Board for approval.
11.3 Audit
The Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the Board to examine and verify the accounts and books of the Company within three (3) months following the end of each fiscal year. The annual audit report issued by such firm shall be submitted to the Board. The Company shall make available all of its accounting books and records to such auditor and provide convenience for the auditing.
11.4 Allocation to Three Funds
After payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to be allocated into the Company’s reserve fund, enterprise expansion fund, and the employee bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and prescription of any limit for the aforesaid funds to be paid out of the after-tax net profits shall be determined by the Board in light of the business and financial conditions of the Company.
11.5 Distribution of Profits
(a) The Board of Directors may distribute the profits of the Company as and when they deem appropriate.
(b) If the Company carries any loss from any previous year, the profits of the current year shall first be used to cover such loss. No profits shall be distributed or re-invested unless and until all deficits from any previous years is fully made up. Any distributable profits retained by the Company and carried over from any previous years that are not re-invested may be distributed together with the distributable profits of the current year.
12.1 Accounts
The Company shall open Renminbi deposit accounts and foreign exchange deposit accounts with financial institutions in China. The Company may also open foreign exchange deposit accounts with foreign financial institutions in foreign countries as designated by the Board of Directors upon approval by the Examination and Approval Authority, if required.
12.2 Foreign Exchange
(a) The Company shall handle its foreign exchange matters in accordance with applicable PRC foreign exchange laws and regulations.
(b) In order to balance the foreign exchange needs of the Company, the Company may adopt any measure and engage in any activity permitted under Chinese law.
(c) The Company shall use its foreign exchange according to the following priority unless otherwise determined by the Board of Directors:
(i) Payment of compensation to the Company’s expatriate staff;
(ii) Payment for materials, equipment, and services the Company imports from abroad;
(iii) Payment for any administrative expenses the Company incurs which require foreign exchange payment;
(iv) Payment of loan principal and interest and related obligations requiring foreign exchange payment;
(v) Payment of profit and dividends to the Investor; and
(vi) Payment to the Investor of proceeds from liquidation of assets pursuant to the provisions of Article 15.1.
12.3 Foreign Exchange Balance
The Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures and income.
13.1 Term
The duration of the Company shall commence on the date of the issuance of the Company’s Business License and continue for a period of thirty (30) years, unless earlier terminated or further extended as provided herein (“Term”).
13.2 Extension
After having been unanimously approved by the Board of Directors or as directed by the Investor, a written application for the extension of duration of the Term of the Company shall be filed to the Examination and Approval Authority six (6) months prior to the expiration date of the Term of the Company.
14.1 Events of Termination
Upon the occurrence of any of the following events, the Company shall be terminated or reorganized accordingly:
(a) The Term of the Company expires and is not extended.
(b) The Company has sustained heavy losses for five (5) consecutive years and the Company is unable to achieve its business goals according to the Investor’s discretion.
(c) The total or partial operation of the Company is prevented by any unforeseeable and unavoidable event or circumstances beyond the control of the Company including but not limited to, fire, storm, typhoon, flood, earthquake, explosion, war and serious strikes or work strikes or work stoppages for more than six (6) months.
(d) Bankruptcy of the Company.
(e) The Company is ordered to close in accordance with PRC laws, because of serious violations of PRC laws and regulations and damages to the public interest.
(f) The Investor decides to terminate the Company before the expiry of the Term.
(g) Other causes for termination stipulated herein.
14.2 Examining and Approval Authority
Under any of the circumstances stipulated as items (b), (c), (d) and (f) of Article 14.1, the Company shall submit an application to the Examination and Approving Authority for approval to terminate the Company. The termination date of the Company shall be the date on which the termination approval was given by the Examination and Approving Authority.
14.3 Notice
In case that the Company terminates in accordance with the provisions specified as items (a), (b), (c), (f) and (g) of Article 14.1, it shall, within fifteen (15) days after the termination date, make a public announcement and notify its creditors; and submit, fifteen (15) days after the date of the public announcement of termination, the procedures and principles of liquidation, and the candidates for the liquidation committee to the Examination and Approving Authority for approval of liquidation.
15.1 Liquidation
(a) Upon the scheduled expiration of Term (including any extension thereof) or the earlier termination of the Company in accordance with Article 14 of these Articles of Association, the Board of Directors shall immediately adopt a unanimous resolution to liquidate the Company, formulate liquidation procedures, establish a liquidation committee and notify the Examination and Approval Authority and other related government agencies the liquidation of the Company.
(b) The liquidation of the Company shall be handled in accordance with applicable laws and regulations. The liquidation committee shall be composed of three (3) persons appointed by the Investor. In case any person so appointed cannot serve, a replacement shall be appointed within ten (10) days. The Board of Directors shall thereupon submit the list of the three (3) members of the liquidation committee to the Examination and Approval Authority for examination and verification.
(c) Upon receipt of a written favourable response from the Examination and Approval Authority, or, if the Examination and Approval Authority does not respond within seven (7) days from the date of submission of the list of liquidation committee members, the liquidation committee shall commence work immediately. The liquidation committee shall be fully responsible for the work set forth in applicable laws and regulations.
(d) The Board of Directors shall within fifteen (15) days of receipt of the report of the liquidation committee, approve the liquidation plan of the liquidation committee.
(e) The liquidation committee shall use its best efforts to obtain the highest possible prices for the assets and to maximize foreign exchange proceeds.
(f) After the settlement of all payments in accordance with paragraphs (i) to (iv) of Article 15(h), the remaining proceeds of liquidation, if any, shall be paid over to the Investor.
(g) Upon completion of liquidation of the Company, the liquidation committee shall submit a liquidation proceedings wind-up report to the Board of Directors for approval and submission to the Examination and Approval Authority for the record and carry out the necessary procedures to cancel the Company’s tax registration, cancel its business registration and return its Business License and register with the custom, s authorities.
(h) The Company shall use all of its assets to satisfy its debts and liabilities. Upon liquidation, the Company’s assets shall be dealt with according to the following order, unless the law requires otherwise:
(i) payment of all liquidation expenses;
(ii) payment of all wages and salaries and insurance and welfare benefits required to be paid by the Company to its workers and staff;
(iii) payment of any taxes required to be paid by the Company;
(iv) payment of all outstanding debts of the Company, including any debts owed to the Investor;
(v) payment to the Investor of any remaining assets.
(i) During the period of liquidation, the liquidation committee shall represent the Company in any legal proceedings.
The Company shall, at all times during the operation of the Company, procure and maintain full and adequate insurance coverage in a manner prudent and advisable for such enterprises. The relevant insurance policies may be obtained from any insurance company authorized to provide such policies in the PRC. The types of insurance and the value, duration and denomination of the currency of the premiums and insurance proceeds shall be determined by the Board of Directors based on the practices of the Investor in other countries and/or the actual circumstances in the PRC.
The rules and regulations of the Company to be formulated or approved by the Board of Directors shall include:
(a) The management structure of the Company, including work procedures of all departments of the Company;
(b) The employees handbook;
(c) Labour plan and labour and personnel policies;
(d) The financial and accounting system; and
(e) Other necessary rules and regulations.
18.1 These Articles of Association are written in both English and Chinese. Each such version shall be considered an official version of these Articles of Association and shall be equally authentic and have the same force.
18.2 Amendments to these Articles of Association shall require the unanimous approval of the Board of Directors of the Company and the approval of the Examination and Approval Authority, if required by law.
18.3 The headings contained in these Articles of Association are for reference only and shall not be deemed to be a part of these Articles of Association or to affect the meaning or interpretation hereof.
18.4 These Articles of Association shall become effective on the date on which these Articles of Association are approved, without condition or with condition(s) accepted by the Investor in writing, by the Examination and Approval Authority.
18.5 The invalidity of any provision of these Articles of Association shall not affect the validity of any other provision of these Articles of Association.
18.6 Whenever under these Articles of Association notice is required to be given to any director, it shall not be construed to require personal notice, but such notice shall be given in writing, by mail, by telex, by telefax, addressed to such director at such address as appears on the books of the Company.
18.7 Matters not specifically provided for in these Articles of Association shall be dealt with in accordance with resolutions adopted by the Board.
18.8 The execution, validity, interpretation and performance of these Articles of Association and settlement of disputes shall be governed by PRC laws.
IN WITNESS WHEREOF, the Investor hereto has caused this Articles of Association to be executed by its duly authorized representative on the date first set forth above.
By: _________________
Name:
Title:
Nationality:
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