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1、 Articles of Association for Zhongbao Energy Resources Service Company Catalogue Chapter 1 General Provisions Chapter 2 Objectives， Scope and Scale of Production and Business Chapter 3 Total Investment Amount and the Registered Capital Chapter 4 Investors Chapter 5 Board of Directo

2、rs Chapter 6 Supervisors Chapter 7 Business Management Office Chapter 8 Labor Management Chapter 9 Trade Union Chapter 10 Taxation and Finance Chapter 11 Exchange Management Chapter 12 Distribution of Profits Chapter 13 Duration and Termination Chapter 14 Insurance Chapter 15 Supplementar

3、y Provisions Chapter 1 General Provisions Article 1 In accordance with Law of the People's Republic of China on Foreign-Capital Enterprises ,Company Law of the PRC and other relevant Chinese laws and regulations, __Treasure China Investment Limited intends to set up Zhongbao Energy Resourc

4、es Service Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise. For this purpose, these Articles of Association hereunder are worked out. Article 2 The investing party is a legal person registered with Hong Kong in accordance with the laws of Hong Kong. Bas

5、ic information as follows: The legal name of the investing party is Treasure China Investment Limited. Its legal representative: Name Nationality The legal address of the Company is at Rooms 1001-4A, Champion Building, 287-291 Des Voeux Road Central, Hong Kong. Tel: F

6、ax: Article 3 The name of the Company in Chinese is 中寶能源設備服務有限公司 The name of the Company in English is Zhongbao Energy Resources Service Company. The legal address of the Company is at 6,Gangwu Avenue, Xi’an International Trade &Logistics Park, Xi’an, China. Article 4 Chairman of the Boar

7、d is the legal representative, perform his or her duties comply with the stipulations of the Chinese laws, decrees and relevant regulations. Article 5 The Company is Chinese legal person, its activities is under the governance of Chinese laws and regulations. All the legitimate rights and intere

8、sts of the company is under the guarantee and protection of Chinese law. The company form is Co., Ltd. The responsibility of the investor is limited to the registered capital of the company. Company is responsible for the debts by all its assets. After being agreed by China relevant departments, co

9、mpany can set up branches or subsidiaries on domestic or abroad. Chapter 2 Objectives， Scope and Scale of Production and Business Article 6 The objective of the Company is to strengthen economic cooperation and technological exchange, also promote the development of Chinese national econ

10、omy and ensure satisfactory economic benefits for the investing party. Article 7 The business scope of the Company is Drilling equipment and accessories sales, labor services, drilling engineering, petroleum technology consulting and services (above the range are free from state laws and regul

11、ations and restrictions prohibit operating the project, involving licensing qualification, with operating permits) Chapter 3 Total Investment Amount and the Registered Capital Article 8 The amount of total investment of the Company is USD90,000,000; the registered capital is USD50,000,000.

12、The registered capital is paid in _____ installments. Within three months upon the issuance of business license, _____ of the first installment shall be paid, and the rest part shall be paid off in two years. The difference between the total amount of investment and the registered capital can obt

13、ain from bank loans or shareholder loans. Article 9 The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Compan

14、y. Chapter 3 Total Investment Amount and the Registered Capital Article 10 The amount of total investment of the Company is ______________; the registered capital is ______________. Article 11 The contribution methods of the Company are, cash _____________________; kind equivalent of _

15、__________. Article 12 The investing party shall contribute the registered capital with the following method: (Note: choose one of them) 1. Paying off all the capital within six months upon the issuance of business license. 2. The registered capital is paid in ___________ installments. Within

16、three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.

17、) The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China. The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right. Article 13 Within 30 days

18、upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall p

19、resent a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce. Article 14 The readjustment of registered capital or total investment amount shall, after being unanimousl

20、y agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce. Chapter 4 Board of Directors Article 15 The Company shall set up the Board of Dir

21、ectors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors. Article 16 The Board of Directors is composed

22、 of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the app

23、ointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce. Article 17 The chairperson of the Board is the legal representative of the Company. Should the chairperson be unab

24、le to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations. Article 18 The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by

25、the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Article 19 The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. E

26、ach director has one vote. Article 20 In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due c

27、ourse, he/she shall be deemed to waive his/her right. Article 21 Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues: 1. modification of the Articles of Association of the Company; 2. termination or dissolutio

28、n of the Company; 3. readjustment of registered capital of the Company; 4. split of the Company or merger with other economic organizations. 5. issues which, according to the Board of Directors, must be unanimously passed by all directors. Other issues can be passed by the decisions of simple ma

29、jority. Article 22 Each Board meeting shall have detailed minutes, which shall be signed by all the directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference. Chapter 5 Business Management Office Article 23 The Company exercises general

30、 manager responsibility system under the leadership of the Board of Directors, with ____ general managers and ____ deputy general managers to be engaged by the Board of Directors. Article 24 The general manager is directly responsible to the Board of Directors and shall carry out the various de

31、cisions of the Board and organize and guide the overall production of the Company. The deputy general managers shall assist the general manager in his/her work. The terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors. Article 25 Severa

32、l department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy general managers and be responsible to them. Article 26 The general manager, the deputy general man

33、agers and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies. In case of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers, they can be dismi

34、ssed at any time upon the decision of the Board meeting. Article 27 The departments of the Company and the setup of department structure shall be planned by the general manager and deputy general managers through consultation and shall be determined by the Board of Directors. Other sub-departmen

35、ts and the setup of positions other than senior managers shall be determined by the general manager and the deputy general managers through consultation. Article 28 In case of malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the pow

36、er to dismiss them at any time. Chapter 6 Taxation, Finance and Foreign Exchange Management Article 29 The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation. Article 30 Staff members and workers of the Company shall pay individu

37、al income tax according to Individual Income Tax Law of the People's Republic of China. Article 31 The Company shall implement accounting system in accordance with relevant financial management system of the People's Republic of China. The Company shall, according to international practice, adop

38、t accrual accounting system and debit-credit book-keeping method. Article 32 The fiscal year of the Company shall be from January 1 to December 31 of each Gregorian calendar year. The first fiscal year shall be from the day when the business license is issued to December 31 of the same year.

39、Article 33 All accounting vouchers, account books and statements shall be written in Chinese and shall, if written in foreign languages, be supplemented with Chinese. Article 34 The Company shall use RMB bookkeeping. Conversion of RMB with other currencies shall be calculated on the basis of mi

40、ddle rate promulgated by the State Administration of Foreign Exchange on the day of arising. Article 35 The Company shall, in accordance with applicable Chinese laws and regulations, open a foreign currency account and a RMB account in domestic banks. Article 36 In the first 3 months of each

41、 fiscal year, the general manager shall prepare the previous year's balance sheet, profit and loss statement and profit distribution proposal and submit them to the Board of Directors for examination and approval. Financial checking and examination of the Company shall be conducted by an auditor re

42、gistered in China and the auditor's report shall be submitted to the Board of Directors. Article 37 The foreign exchange issues of the Company shall be handled in accordance with the relevant laws and regulations concerning foreign exchange administration. Chapter 7 Distribution of Profits

43、 Article 38 The Company shall set aside allocations for reserve funds, expansion funds of the Company and welfare funds and bonuses for staff and workers from the after-income-tax profits. The specific proportion of allocations shall be decided by the Board of Directors in accordance with Rules

44、for the Implementation of the Law of the People's Republic of China on Foreign- Capital Enterprises and other relevant laws and regulations of China. Article 39 The remaining profits after payment of company income tax and allocation of various funds in accordance with the stipulations of Articl

45、e 38 shall be distributed to the investing party according to the decision of the Board of Directors. Article 40 The profits of the Company shall be distributed annually and no profits shall be distributed should the losses in the previous years not be covered. The undistributed profits in the p

46、ast fiscal years can be distributed together with the distributable profits in the current fiscal year. Chapter 8 Labor Management Article 41 Such issues of the Company as recruitment, employment, dismissal, resignation, welfare, labor protection and labor discipline shall be handled in acc

47、ordance with relevant stipulations of China on labor and social insurance. The Company shall not employ child labor. Article 42 The Company shall enter into labor contract with the employees and shall file with the local labor administration authority. Article 43 The Company has the power to

48、 impose punishment such as disciplinary warning, demerit recording, wage reduction and even dismissal in case of grave misconduct on the staff members and workers violating the rules, regulations and labor discipline of the Company. Dismissal of staff member or worker shall be filed with the local l

49、abor administration authority. Article 44 The wages and remuneration of the staff members and workers of the Company shall be decided by the Board of Directors in accordance with relevant stipulations in China and according to the situation of the Company and shall be specifically stipulated in

50、the labor contract. Chapter 9 Trade Union Article 45 The staff members and workers of the Company have the right to set up grassroots trade union organization and carry out trade union activities in accordance with the provisions of Trade Union Law of the People's Republic of China. Articl

51、e 46 The trade union of the Company represents the interests of the staff members and workers. It plays the following roles: safeguarding the lawful rights and interests of staff members and workers according to law, assisting the Company in proper allocation and utilization of employee welfare a

52、nd bonus fund, organizing the staff members and workers to study politics, science, technology and professional knowledge and carry out recreational and physical activities, educating the staff members and workers to observe labor discipline and strive to fulfill the various economic targets of th

53、e Company. Article 47 The trade union of the Company can, on behalf of the staff members and workers, enter into collective labor contract with the Company and supervise the performance of the labor contract. Article 48 When the Company study and decide on the issues relating to staff member

54、s and workers such as reward and punishment, wage system, welfare, labor protection and insurance, the representatives of the trade union have the right to attend the meeting as a non-voting delegate. The Company shall listen to the opinions of the trade union and seek cooperation from the trade uni

55、on. Article 49 The Company shall actively support the work of the trade union and, in accordance with Trade Union Law of the People's Republic of China, provide the trade union with necessary premises and facilities to conduct work, hold meeting and carry out collective welfare, cultural and phy

56、sical activities for the staff members and workers. Article 50 The Company shall allocate on a monthly basis 2% of the actually paid wages of the staff members and workers as its trade union fund, which shall be used by its trade union in accordance with the measures of All-China Association of

57、Trade Union on the management of trade union fund. Chapter 10 Insurance Article 51 Insurance policies of the Company on various kinds of risks shall be underwritten with the insurance companies in China. Types, value and duration of insurance shall be decided by the Board of Directors in acc

58、ordance with the stipulations of the insurance companies. Chapter 11 Duration, Dissolution and Liquidation Article 52 The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued. Article 53 Should the invest

59、ing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can be extended upon the approval of the examination and approval authority and c

60、ompletion of registration formalities in the original registration authority. Article 54 In addition to expiration of the operating period, the Board of Directors can decide to terminate the Company ahead of time due to the following reasons: 1. Heavy losses due to mismanagement; 2. Unable to

61、go on business due to heavy losses caused by force majeure such as natural disaster and war; 3. Bankrupt; 4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests; 5. Occurrence of other causes for termination as stipulated in the present Article

62、s of Association. Article 55 Upon the expiration or termination of the operating period of the Company, the Board of Directors shall formulate liquidation procedures and principles and organize a liquidation committee. The liquidation committee shall be composed of at least three members, who wi

63、ll be selected by the Board of Directors from the directors or engaged by the Board of Directors from the relevant professionals. Article 56 The liquidation committee shall conduct liquidation on the Company in accordance with Liquidation Measures for Foreign-funded Enterprises. The role of the

64、liquidation committee is to check up completely the assets, creditor’s rights and liabilities of the Company, prepare balance sheet and statement of assets, formulate liquidation scheme and implement this scheme after the investors pass it. Article 57 During the period of liquidation, the liquid

65、ation committee shall act as the legal representative of the Company in filing and responding to lawsuits. Article 58 The liquidation expenses shall be paid in priority from the existing assets of the Company. Article 59 After the liquidation of the Company is over, the remaining assets afte

66、r liquidation of debts shall be distributed to the investing party. Article 60 After the liquidation is over, the Company shall go through the formalities of registration cancellation with the administrative department of industry and commerce, hand in the business license for cancellation and announce the liquidation to the public. Chapter 12 Rules and Regulations Article 61 The Company shall formulate the following rules and regulations through the Board of Directors: 1. business m