The way to deal with the conflict between the partnership agreement and the articles of association: in principle, it is decided according to the effective time. Unless otherwise agreed by the parties. According to the relevant regulations, the partnership agreement shall be concluded in writing by all partners through consultation. If a partnership agreement is concluded first, the articles of association shall apply; If there are articles of association first, the partnership agreement shall apply.

legal ground

Article 4 of People's Republic of China (PRC) Company Law

The partnership agreement shall be concluded in writing by all partners through consultation according to law.

Article 5

The principles of voluntariness, equality, fairness, honesty and credibility shall be followed in concluding a partnership agreement and establishing a partnership enterprise.

Article 19

The partnership agreement shall come into effect after being signed and sealed by all partners. Partners shall enjoy rights and perform obligations in accordance with the partnership agreement. Modifying or supplementing the partnership agreement shall be unanimously agreed by all partners; However, unless otherwise agreed in the partnership agreement. Matters not stipulated or clearly stipulated in the partnership agreement shall be decided by the partners through consultation; If negotiation fails, it shall be handled in accordance with the provisions of this Law and other relevant laws and administrative regulations.