公司章程英文本
公司章程_中英模板
[Company Name]Article 1: Name and Registered Office1.1 The name of the Company is [Company Name].1.2 The registered office of the Company is situated at [Registered Office Address].Article 2: Objects and Purposes2.1 The objects of the Company are [Specify the primary objectives and purposes of the Company, e.g., to carry on the business of [Business Description]].2.2 The Company shall have power to promote and support any charitable, educational, scientific, religious, or other objects and purposes which are beneficial to the community and consistent with its objects.Article 3: Share Capital3.1 The share capital of the Company shall be divided into [Number of Shares] shares of [Nominal Value] each, fully paid up on issue.3.2 The Company shall have the power to issue further shares of the same class as the existing shares from time to time.Article 4: Membership4.1 Membership of the Company shall be open to any individual or corporate body who agrees to the terms of the Articles of Association.4.2 The Directors shall have the power to admit new members and may refuse admission to any applicant if, in their absolute discretion, they consider it to be in the best interests of the Company.Article 5: Rights and Obligations of Members5.1 Members shall have the right to receive dividends and other distributions declared by the Directors.5.2 Members shall be entitled to attend General Meetings of the Company and to vote on matters submitted to the Members.5.3 Members shall comply with the provisions of the Articles of Association and any rules made by the Directors.Article 6: Directors6.1 The Directors of the Company shall be appointed by the Members in accordance with the provisions of the Articles of Association.6.2 The Directors shall act in the best interests of the Company and shall be subject to the direction and control of the Members.6.3 The Directors shall be indemnified by the Company against any liabilities, costs, or expenses incurred in or arising out of their duties as Directors.Article 7: Meetings7.1 General Meetings of the Company shall be held at such times and places as the Directors may determine.7.2 The Directors shall call an Annual General Meeting of the Company not later than [Number of Months] months after the end of the financial year.7.3 Special General Meetings may be called by the Directors or upon the requisition of [Number of Percentage] of the Members.Article 8: Financial Year8.1 The financial year of the Company shall commence on [Start Date] and end on [End Date].Article 9: Accounting and Auditing9.1 The Directors shall cause proper books of account to be kept at the registered office of the Company.9.2 The accounts of the Company shall be audited by an auditor appointed by the Members.Article 10: Amendments to the Articles of Association10.1 Any amendment to the Articles of Association shall be made by a Special Resolution passed at a General Meeting of the Company.Article 11: Dissolution11.1 The Company may be dissolved by Special Resolution passed at a General Meeting of the Members.11.2 Upon the dissolution of the Company, any surplus assets remaining after the satisfaction of all debts and liabilities shall be distributed to the Members in proportion to their shareholdings.---公司章程[公司名称]第一章：名称和注册办公地址1.1 本公司的名称为[公司名称]。
公司章程英文版
’Republic ofChina (hereinafter referred to as the ), relevant laws and other administrative regulations,these articles of association are formulated in order to protect company and shareholders’legal rightswhen corporate business license is issued.accordance with their subscribed capital contributions. Company undertakes its financial obligations with its all properties.(1) Axial excitation detection site engineering service.(2) Pipeline inspection and maintenance.(3) Pipeline integrity management.(4) Pipeline engineering projects.Investment Name of Shareholder Subscribed Capital ContributionRatioCorporate registered capital will be subscribed in two phases. Each Shareholders, funding in the form of currency, should deposit its capital adequately to the bank account opened by company; those who make non-monetary investment should have its properties evaluated and legally complete its transfer of property rights after all shareholders approval.Shareholders should subscribe their own sufficient capitalcontributions on schedule and obtain the certificate issued by legally authorized institution.Shareholders enjoy such rights as:(1) Acquire profits according to their real subscribed contributions; haveprivilege to make subscribed capital contributions based on their previousreal investment when new additional investment demanded by company.(2) Attend the shareholders' meetings or consign attorney to it; exercise theirvotes under the ratio of subscribed contributions(3) Enjoy preference to purchase stock equity transferred by other shareholders.(4) Make inspections over corporate business managements; bring forwardrelevant proposals and inquiries.shareholder ’sinvestment amount, time and forms are listed as follows:Second InvestmentAmount-- Name of Shareholder First InvestmentAmountTime Time Form Form -- --(5) Assign directors or supervisors.(6) Check financial accounts; look up and duplicate corporate statute, theshareholders' meeting minutes, the directorate conference resolutions, theconference resolutions of board of supervisors and accounting reports.(7) Share residual properties in accordance with subscribed contributions whencompany comes to an end.(8) Other rights by law, rules or company regulations.(1) Comply with laws, rules and corporate regulations. Shall not misapplyentitled rights to harm corporate and other shareholders' interests.(2) Make limited subscribed capital contributions on schedule.(3) Refuse to withdraw investment after company is established.(4) Other obligations and liabilities regulated in laws, rules and companyarticles of association.not primary stockholders before they successfully win more than 50% support from the board. Meanwhile, shareholders are supposed to inform the rest shareholders of relevant transfer in writing which should be regarded as approval if no responses from the other shareholders in 30 days from the date when they receive written informs. The rest shareholders should purchase the stock rights designed to transfer if others disagree with transfer, otherwise they are redeemed to agree with it. The rest shareholders have priority to purchase the stock equity approved for transfer under equal conditions. If more than two shareholders have ambitions for purchasing right, they may negotiate the percentage of purchase. In case of no consensus on proportion of transfer they can exercise their privileges based on the ratio of their subscribed contributions.' meeting, made up of all shareholders, performs as theauthorities of company and have the following duties：(1) Determine business policies and investment plans.(2) Vote and change directors and supervisors; decide the remunerationsconcerning directors and supervisors.(3) Deliberate directorate report.(4) Discuss supervisors ’ reports.(5) Consider the company’s proposed annual financial budget and finalprogram.(6) Discuss and approve profit distribution and program to cover deficit.(7) Make resolutions on increasing or decreasing registered capital.(8) Make resolutions on issuing debenture stock.(9) Make resolutions on company’s incorporation, separation, dissolution,liquidation or form change.(10) Amend articles of association.(11) Exercise other duties listed in laws, rules and company regulations.shareholders ’meeting themselves or entrust attorney to do so instead. If assigned to joining the meeting, attorneys should show the letter of authorization of shareholders to the rest.’ meeting shall be summonedand held by SRPT.contributions in the conference of shareholders ’ meeting.’ m eeting can be classified intoregular conference and interim conference The former shall be convened once a year and arranged in 6 months after last fiscal year comes to an end. The latter should beheld under the approval of over 1/10 shareholders who enjoy votes and more than 1/3 directors and supervisors.If the call for summoning conference has been made, it should come to all shareholders 15 days in advance. After the consensus of whole shareholders, notification time can be modified.’ meeting is summoned by directorate and held bychairman. If the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. Provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside at the meeting.Supposing the directorate cannot or do not exercise summoning shareholders ’meeting, over 1/10 shareholders who enjoy vote rights in the meeting can voluntarily summon the other shareholders and hold the conference’ meeting cannot come intoeffect without the approval from the shareholders who have more than 50% vote of the meeting. However, resolutions about amending articles of association, incorporation and separation, increasing or decreasing registered capital, or changing forms can be acceptable if advocated by shareholders who enjoy more than 2/3 vote rights in the meeting.assigned, 2 directors from. The term of office of director is restricted to 2 years and the directors can be re-elected when expiration arrives. In directorate there is one chairman assigned and one deputy chairman appointed.s’ meeting and entitledto following duties:(1) Summoning shareholders’ meeting and making work reports for shareholders’meeting.(2) Executing the resolutions of shareholders’ meeting.(3) Determining business programs and investment plans.(4) Drafting annual fiscal budget and final plans.(5) Drafting profit distribution and program to cover deficit.(6) Working out plans to increase or decrease registered capital and programsconcerning debenture stock issuance.(7) Making proposals on company’s incorporation, separation, dissolution,liquidation or form change.(8) Deciding internal management structures.(9) Deciding on employing or dismissing general manager and his remuneration;determining on employing or dismissing deputy general manager, financial officer and their salary according to the general manager’s nomination.(10) Drafting basic management rules.(11) Other authorities invested by company ’s regulations and shareholders ’meeting.chairman. If the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. Provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside the meeting.are summoned by the chairman who is supposed to inform all directors and supervisors in writing 10 days ahead of conference.more than 1/10 vote right in the meeting and more than 1/3 directors, general managers and supervisors have made relevant proposal. The chairman shall summon and preside at the directorate conference within 10 days when he receives the proposal.’s informing interim conference can bewritten letters, correspondences, telephones, faxes or emails. The time limit should be 5 days ahead of conference (exclusive of the day of conference). Yet, under someemergent conditions interim conference should be held as soon as possible. In such cases, telephone and other oral notification can be acceptable. The convener should make detailed specification about it later.’attendance. The directorate resolutions shall be voted for by more than half of the whole directors, under conditions of one person one vote.directorate. Those related to affiliated transactions shall not exercise their vote rights or vote on behalf of other directors during the examination. Summoning such conference can be acceptable if more than 50% unrelated directors attend it. The resolution should be admitted by over half of all unrelated directors. If less than 3 unrelated directors attend the conference, the affairs should be submitted to shareholders ’ meeting.for some reasons they fail to join the meeting, they can assign other directors to attend it. The letter of commitment shall cover attorney ’s name, the items entrusted, scope of authority, valid period, signature or stamp of principal. The directors entrusted can exercise director rights within the scope of authority. Failure to participate in directorate conference or entrust some representative to show up will be deemed waiver in the meeting.minutes with the signatures of directors attending the conference. Directorate minutes should be preserved as company archives for at least 10 years.obligations. If the board resolutions violate laws, rules, company articles of association or the resolutions of shareholders ’ meeting and result in great loss, the directors attending the conference shall take responsibility for compensation. However, if it can be proven that a director expressly objected to the resolution whenthe resolution was voted on, and that such objections were recorded in the minutes of the meeting, such director may be exonerated from liability.General manager, responsible to directorate, fulfils such duties as:(1) Take charge of production and business management, carry out directorateresolution.(2) Fulfill annual business program and investment plan.(3) Draft internal management structure plan(4) Draw up basic management regulations(5) Formulate concrete rules.(6) Nominate or dismiss deputy general manager and financial officer.(7) Decide on the nomination and dismissal of the officers except those decidedby directorate.(8) Enjoy other legal power authorized by directorate. Attend the directorateconference as non-vote delegate.supervisor ’s term of office is limited to 3 years and can be continued when expiration arrives. Directors and senior management are not permitted to serve as supervisors concurrently.(1) Inspect corporate finance.(2) Supervise the performance of directors and senior management. Makeremoval proposal to the directors and senior management who offend laws, rules, articles of association or the resolution of shareholders ’ meeting.(3) Rectify the deeds by directors and senior management that result in harms tocompany benefits.(4) Propose interim shareholders ’ meeting. Summon and preside shareholders ’meeting when directorate refuse to fulfill the duties listed in articles of association.(5) Bring forward proposal for shareholders ’ meeting.(6) Conduct prosecution to directors and senior management under provision 152.(7) Enjoy other powers authorized by articles of corporation. Supervisor ispermitted to attend the board conference as non-vote delegate and make inquiries or suggestions to the items listed in directorate resolution.Meanwhile, supervisor can commence an investigation related to any abnormal business management. When necessary, supervisor is allowed to employ a certified public accountant to assist his work with relevant chargescovered by company. The necessary expenses during his performance will beprovided by company.regulations authorized by financial department of State Council and establish financial accounting regulations, and should work out financial accounting report each fiscal year and have it legally verified and audited by public accounting firm. Financial accounting report should be delivered to each shareholder within 3 months at the end of each fiscal year.paid:(1) Cover previous deficit.(2) Collect 10% profit as statutory common reserve (company ’s reserve fund).Statutory reserve fund may be waived once the cumulative amount of fundstherein exceeds 50 percent of the company registered capital.(3) Collect 15% profit as discretionary reserves (company development fund).Extract 10% profit as innovation fund. Preserve 15% benefit as staff awardsand welfare fund. The proportion and usage of each reserves may beadjusted through consensus of shareholders ’ meeting subject to annualbusiness management.(4) Pay shareholders the dividend. Company shall share profit in accordancewith the proportion of subscribed contribution in registered capital afterpaying income tax and collecting reserves. In principle, the dividend shouldexceed 25% annual net profit.(1) Either Business period stipulated in articles of association expires, or other dissolution reasons defined by regulations occurs except for those surviving amendment by company.(2) The resolutions of shareholders ’ meeting to dissolution.(3) Dissolution due to merger or division.(4) Business license has been revoked under laws. Ordered to close down orwithdraw.(6) Other occurrences stipulated by laws and administrative rules.5 of former article, a liquidation group should be formed and start to work within 15days from the date of liquidation confirmation, draft liquidation report and submit it to shareholders ’meeting for confirmation after completing liquidation. They should also file liquidation report to registration authority, apply for cancellation of registration and claim termination of company.rules, the latter shall prevail.11‘more than ’ should be inclusive; ‘more than half ’should be exclusive.article of association.be submitted to registration authority.Legal Representative ：Legal Representative ：。
公司章程英文版
公司章程英文版Articles of AssociationOfChongqing, ChinaDate: [ ], 2005Table 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 (15)Article 14 -Early Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article 17 - Rules and Regulations. 18Article 18 -Miscellaneous. 19The 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.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 Company3.1 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 comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe 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 EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business License.3.4 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 Company4.1 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.4.2 Business Scope(The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.)Article 5 - Total Amount of Investment and Registered Capital5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 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.5.4 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.5.5 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.5.6 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 commerce.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 the original registration body.Article 7 - Board of Directors7.1 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’sterm. 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. Aproxy 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 SecretaryMinutes 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.Article 8 - Management Organization8.1 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, bytelephone 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 DismissalAny 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 an y 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.Article 9 - Labour Management9.1 Governing PrincipleThe 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 ContractThe 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 PlanThe 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 shallbe 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 ManagerSubject 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.Article 10 - Trade UnionThe 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.Article 11 - Taxes, Finance, Audit and Distribution of Profits11.1 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 financialand 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 December31 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 AuditThe 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 FundsAfter 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.Article 12 - Bank Accounts and Foreign Exchange12.1 AccountsThe 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 BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures and income.Article 13 - Term13.1 TermThe 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 ExtensionAfter 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.Article 14 - Early Termination14.1 Events of TerminationUpon 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 AuthorityUnder 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。
公司章程英文本
公司章程英文本1Articles of AssociationOfChongqing, ChinaDate: [ ],资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。
Table of ContentsArticle 1 - Name of Company (3)Article 2 - Name of Investor (3)Article 3- The Company (3)Article 4- Purpose and Scope of Business of the Company (5)Article 5- Total Amount of Investment and Registered Capital (5)Article 6- Encumbrance of Investment (7)Article 7- Board of Directors (7)Article 8- Management Organisation (15)Article 9- Labour Management (18)Article 10 -Trade Union (21)Article 11 - Taxes, Finance, Audit and Distribution of Profits (21)Article 12 -Bank Accounts and Foreign Exchange (24)Article 13 -Term (26)Article 14 -Early Termination (27)Article 15 -Liquidation (29)Article 16 - Insurance (32)Article 17 - Rules and Regulations (32)Article 18 -Miscellaneous (33)The prese nt articles are hereby formulated by . (here in after referred to as the ” Investor ” ) imscowrthathe Law of the People s Republic of China ( ” PRC ) on Wholly Fore-gOwned Enterprises and other applicable Chin ese laws and regulati ons, for the establishme nt of the wholly foreign- owned enterprise (the ”Company” ) in Chongqing, PRC.Article 1 - Name of Compa ny2Name of the Compa ny in En glish:Name of the Compa ny in Chin ese:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 2 - Name of Inv estorName of the Inv estor in En glish:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 3 - The Compa ny3.1 Legal PersonThe Compa ny shall be a legal pers on un der the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Compa ny shall comply with applicable PRC laws and regulati ons.3.2 Limited Liability Compa nyThe Company shall be a limited liability company under the laws of the PRC.The liability of the Inv estor for the losses, risks, liabilities and any other obligati ons whatsoever of the Compa ny shall be limited to the registered capital of the3Compa ny.3.3 Date of Establishme ntThe date of the establishme nt of the Compa ny shall be the date on which the Compa ny is issued its Busin ess Lice nse.3.4 Bran chesThe Compa ny may establish branch offices and subsidiaries any where in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreig n Trade and Econo mic Commissio n or its successor and any othergover nmen tal age ncies whose approval may be required by law with respect to the matters herein ( ” Exam in ati onand Approval Authority ” ).Article 4 - Purpose and Scope of Bus in ess of the Compa ny4.1 PurposeThe purpose of the Compa ny shall be to stre ngthe n econo mic cooperatio nand tech ni cal excha nge, to improve and promote retail services in Chongqing and other cities in China by adopting adva need and appropriate tech no logies and scie ntific man ageme nt methods and to bring satisfactory econo mic ben efits to the inv estor.44.2 Busin ess Scope(The bus in ess scope men tio ned above shall be subject to the approval of the related in dustrial and commercial authority.)Article 5 - Total Amount of Inv estme nt and Registered Capital5.1 Total Amount of Inv estme ntThe total amount of inv estme nt of the Compa ny shall be.5.2 Registered CapitalThe registered capital of the Compa ny shall be .5.3 Con tributi on to Registered CapitalInvestor ' s contribution to the registered capital of the Company shallbe in cash. The registered capital of the Compa ny 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) mon ths after the Date ofEstablishme nt. The bala nce of the registered capital shall be fully paid withthree (3) years after the Date of Establishme nt accord ing to releva nt Chin ese laws and regulatio ns.5.4 Inv estme nt Certificates5The Compa ny shall retain at its expe nse a certified public acco untantregistered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investmentcertificate to the Investor evidencing the contribution by the Investor on the basis of such report.5.5 Differen ces betwee n Total Amount of Inv estme nt and Registered CapitalThe differe nce betwee n the total amount of inv estme nt and registered capital of the Compa ny may, pursua nt to the decisi on of the Board in accorda ncewith the bus in ess n eeds of the Compa ny, be raised by the Compa ny through loa ns from domestic an d/or foreig n finan cialin stituti ons.5.6 Changes of Registered Capital and Total Amount of Inv estme ntAny cha nges in the registered capital an d/or total amount ofinv estme nt in the Compa ny shall be approved by a unanim ous vote ofall of the Board of Directors prese nt in pers on, by telepho ne or by proxy at aduly convened meeti ng of the Board and submitted, if required by law, to theExam in ati on and Approval Authority for approval. Upon receipt of suchapproval, the Compa ny shall register the changes in the registered capitaland/or total amount of inv estme nt with the origi nal departme nt of administratio n of in dustry and commerce.Article 6 - En cumbra nee of Inv estme nt6The 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 unanim ous approval of the Board of Directors and the carrying out procedure to change registration with the original registrati on body.Article 7 - Board of Directors7.1 Formati on of Board(a) The date of issua nee of the Compa ny ' s Busin ess Lice nse shallbe the date of the establishme nt of the Board of Directors(” Board ” ).(b) The Board of Directors shall be composed of three (3)Directors who shall be all appo in ted by the Inv estor. TheDirectors shall each have a term of office of four (4) years, and each shallbe eligible for con secutive terms of office upon reappo in tme nt by the Investor. Any vaca ncy created in the Board of Directors shall be immediatelyfilled by the Inv estor.The Inv estor may at any time remove with or without cause any Directorand appo int in lieu thereof any other pers on to serve the remainder of theremoved Director ' s term. TheInvestor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairma n of the Board shall be thelegal represe ntative of the Compa ny and shall have the power to represe7nt and act on behalf of the Compa ny. When ever the chairman is unableor fails to discharge his duties, the Director hav ing served the Ion gest onthe Board shall represe nt the Company and perform the chairman 'sduties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Compa ny andshall have the right to make decisi ons on all matters of the Compa ny.8资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。
公司章程中英文对照
公司章程中英文对照第一章总则 Chapter 1 General Provisions本公司为有限责任公司。
第三条公司注册地址 Article 3 Registered Address本公司注册地址为[公司注册地址]。
本公司的业务范围包括但不限于：[公司的业务范围描述]。
第三章股东权益与股权转让 Chapter 3 Shareholder's Rights and Transfer of Shares第五条股东权益 Article 5 Shareholder's Rights股东享有按照股权比例分享公司利润的权益，并有权参与公司事务的决策和监督。
第六条股权转让 Article 6 Transfer of Shares在获得其他股东的同意及符合相关法律法规的情况下，股东可以转让其持有的股权。
第四章公司治理 Chapter 4 Corporate Governance公司设立董事会，董事会由几名董事组成，其中包括一名董事长。
第八条董事会职权 Article 8 Powers of the Board of Directors 董事会负责制定公司的战略与发展规划，并对公司的经营管理进行监督和决策。
第九条董事任免 Article 9 Appointment and Removal of Directors董事由股东大会选举产生，任期为五年。
Article 9 Directors are elected by the shareholders' meeting and serve a term of five years.第十条高级管理层 Article 10 Senior Management公司设立总经理，由董事会聘任，并对公司的日常经营管理负责。
第五章财务管理 Chapter 5 Financial Management第十一条财务报告 Article 11 Financial Reports公司应按照相关法律法规的要求，定期编制和公布财务报告。
公司章程翻译模板中英文对照
……公司章程ARTICLES OF ASSOCIATIONof……CO., LIMITED……公司章程ARTICLES OF ASSOCIATION OF ……CO., LIMITED根据《中华人民共和国公司法》（以下简称《公司法》）及其他有关法律、行政法规的规定，特制定本章程。
In accordance with the PRC Company Law (hereinafter referred to as the "Company Law") and other relevant laws and regulations, these articles of association are hereby formulated.第一章公司名称和住所CHAPTER 1 The Name and Domicile of the Company第一条公司名称：Article 1The name of the Company is第二条公司住所：Article 2The domicile of the Company is第二章公司经营范围CHAPTER 2 Business Scope of the Company第三条公司经营范围：Article 3The business scope of the Company is (subject to approval in business license and the Administration for Industry and Commerce ) --------第三章公司注册资本CHAPTER 3 The Registered Capital of the Company第四条公司注册资本：人民币---万元。
公司增加、减少及转让注册资本，由股东做出决定。
公司减少注册资本，还应当自做出决定之日起十日内通知债权人，并于三十日内在报纸上至少公告一次，减资后的注册资本不得低于法律规定的最低限额。
公司章程英语模板
PreambleWHEREAS, the undersigned individuals (hereinafter referred to as “the Founders”) are desirous of organizing a corporation (hereinafter referred to as “the Corporation”) for the purpose of [describe the purpose of the Corporation, e.g., conducting business, providing services, etc.];WHEREAS, the Founders believe that the formation of such a Corporation will be in the best interests of the public and of the individuals and entities that may become shareholders and directors of the Corporation;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Founders agree as follows:Article I - Name and LocationSection 1. The name of the Corporation shall be [insert the name of the Corporation].Section 2. The principal place of business of the Corporation shall be [insert the address of the principal place of business].Article II - PurposeSection 1. The purpose of the Corporation shall be [describe the purpose of the Corporation, e.g., to engage in [list specific activities or industries]].Section 2. The Corporation shall have the power to do all things necessary or convenient to accomplish its purposes, including, but not limited to, the power to:a. Acquire, hold, and dispose of property;b. Enter into contracts;c. Borrow money and secure the same by mortgage or other liens;d. Sue and be sued in its own name;e. Make and amend bylaws;f. Do all things necessary to carry out its corporate purposes.Article III - IncorporationSection 1. The Corporation is incorporated under the laws of [insert the state or jurisdiction of incorporation].Section 2. The Corporation is organized as a [insert type of corporation, e.g., “for-profit,” “nonprofit,” “membership,” etc.] corporation.Article IV - MembershipSection 1. The Corporation shall be a membership corporation, and the membership shall consist of [describe the criteria for membership, e.g., shareholders, employees, etc.].Section 2. Membership in the Corporation shall be subject to [describe any requirements for membership, e.g., payment of dues, acceptance bythe Board of Directors, etc.].Section 3. Members shall have the right to vote on matters submitted to the membership for a vote, subject to the provisions of these bylaws.Article V - Board of DirectorsSection 1. The management and control of the Corporation shall be vested in a Board of Directors (hereinafter referred to as the “Board”) consisting of [insert the number of directors].Section 2. The Board shall have the power to make, alter, and repeal bylaws, to select and remove officers, to determine their duties, to appoint and remove agents, and to transact all business of the Corporation not otherwise directed by the membership.Section 3. The Board shall hold meetings at such times and places as may be determined by the Board.Article VI - OfficersSection 1. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be electedby the Board.Section 2. The duties of the officers shall be as follows:a. The President shall preside at all meetings of the Board and of the membership, shall execute all contracts and instruments in the name of the Corporation, and shall perform all other duties incident to the office.b. The Vice President shall act as President in the absence ordisability of the President.c. The Secretary shall keep the minutes of the meetings of the Board and of the membership, shall keep the seal of the Corporation, and shall perform all other duties incident to the office.d. The Treasurer shall have charge of the funds of the Corporation,shall keep full and accurate accounts of receipts and disbursements, and shall perform all。
公司章程中英文范本
公司章程中英文范本公司章程是一份重要的法律文件，用于规范和管理公司的运作。
下面是一个公司章程的中英文范本，供参考：公司章程。
第一章总则。
第一条公司名称。
本公司的名称为______________（中文）和______________（英文）。
第二条公司类型。
本公司为______________有限公司。
第三条公司注册地址。
本公司的注册地址为______________。
第四条公司经营范围。
本公司的经营范围包括但不限于______________。
第五条公司注册资本。
本公司的注册资本为______________。
第六条公司股东。
本公司的股东包括但不限于______________。
第七条公司董事会。
本公司设立董事会，董事会由______________人组成。
第二章公司股东。
第八条股东权益。
公司股东享有根据其持股比例享有的权益。
第九条股东会议。
公司股东会议是公司最高决策机构，股东会议由所有股东组成。
第十条股东会议决议。
公司股东会议的决议需要得到______________的同意。
第三章公司董事会。
第十一条董事会职权。
公司董事会负责公司的日常管理和决策。
第十二条董事会成员选举。
公司董事会成员由股东会议选举产生。
第十三条董事会会议。
公司董事会会议由董事长召集并主持。
第四章公司财务。
第十四条财务管理。
公司财务管理应符合相关法律法规和会计准则。
第十五条财务报告。
公司应按照规定编制和公布财务报告。
第五章公司治理。
第十六条公司治理结构。
公司应建立健全的公司治理结构，包括董事会、股东会议和监事会。
第十七条公司内部控制。
公司应建立有效的内部控制制度，确保公司的合规运营。
第六章公司解散与清算。
第十八条公司解散。
公司解散需要经过股东会议的决议。
第十九条公司清算。
公司清算应按照相关法律法规进行。
以上是一个公司章程的中英文范本，供参考使用。
请注意，每个公司的章程可能会根据具体情况进行调整和修改，建议在制定章程时咨询专业法律机构或律师的意见，以确保合规性和适用性。
公司章程英文范本
公司章程英文范本BYLAWS OF COMPANY ABCArticle I: Name and OfficesSection 1. Name. The name of the corporation shall be Company ABC.Section 2. Offices. The registered office of the corporation required by law to be maintained in the State of [State], and the principal office of the corporation shall be located at [Address]. The corporation may have such other offices, either within or outside the State of [State], as the Board of Directors may designate or as the business of the corporation may require from time to time.Article II: PurposeSection 1. Purpose. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of [State].Article III: ShareholdersSection 1. Annual Meeting. An annual meeting of the shareholders shall be held each year on a date and time designated by the Board of Directors.Section 2. Notice of Meetings. Notice stating the place, date, and hour of the annual meeting shall be given to each shareholder entitled to vote at the meeting not less than [number] days nor more than [number] days before the date of the meeting.Article IV: Board of DirectorsSection 1. Powers and Duties. The board of directors shall managethe business and affairs of the corporation and shall have all the powers of the corporation, except as otherwise provided by law or in the articles of incorporation.Section 2. Number and Election. The number of directors of the corporation shall be [number], and the directors shall be elected at the annual meeting of shareholders.Section 3. Term of Office. Each director shall hold office for a term of [number] years or until a successor has been elected and qualified.Section 4. Meetings. The board of directors shall meet as often as necessary, but at least [number] times per year, at a time and place designated by the board.Article V: OfficersSection 1. Officers. The officers of the corporation shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the board of directors.Section 2. Duties. The President shall be the chief executive officer of the corporation and shall have general and active management of the business of the corporation.Section 3. Term of Office. Each officer shall serve for a term of [number] years, or until a successor has been elected and qualified. Article VI: AmendmentsSection 1. Amendments. These bylaws may be amended or repealed, or new bylaws adopted, by the affirmative vote of a majority of the board of directors.IN WITNESS WHEREOF, the undersigned has executed these bylaws as of [Date].____________________________ [Name][Title]。
公司章程范本中的公司章程中英文对照范例
公司章程范本中的公司章程中英文对照范例公司章程（Articles of Association）第一章：总则第一条【公司名称】本公司的名称为[公司名称]（简称“本公司”）。
第二条【公司类型】本公司为有限责任公司。
第三条【注册地址】本公司的注册地址为[注册地址]。
第四条【经营范围】本公司的经营范围包括但不限于：[经营范围]。
第五条【注册资本】本公司的注册资本为人民币[注册资本金额]（大写：人民币[注册资本金额大写]）。
第六条【股东】本公司的股东包括但不限于：[股东1姓名]、[股东2姓名]等。
第七条【管理层】本公司的管理层包括但不限于：董事、监事和经理等。
第八条【章程生效】本公司章程于[章程生效日期]生效，并取得法律效力。
第二章：股东权益第九条【股权登记】本公司股权登记由本公司的股东登记薄负责。
第十条【股权转让】股东在转让其股权时，应向公司提出书面申请，董事会有权根据有关法律和本章程的规定，决定是否同意该转让。
第十一条【股息分配】公司在扣除必要的费用后，将根据股东持有的股份比例，派发相应的股息。
第三章：董事会第十二条【董事会的职责】董事会按照法律、法规和公司章程的规定，管理和监督公司的日常运营和决策事项。
第十三条【董事的任职和离职】董事由股东大会选举产生，任期为[董事任期]。
董事可以连任。
第十四条【董事会决策】董事会的决策应当以股东利益为核心，并经过多数董事的同意方可生效。
第四章：监事会第十五条【监事会的职责】监事会按照法律、法规和公司章程的规定，对公司的财务状况和经营情况进行监督。
第十六条【监事的任职和离职】监事由股东大会选举产生，任期为[监事任期]。
监事可以连任。
第五章：经理第十七条【经理的职责】经理负责公司的日常经营管理工作。
第六章：公司章程的修订和解释第十八条【章程的修订】对公司章程的修订应当经过股东大会的决议，并符合法律和法规的要求。
第十九条【章程的解释】对公司章程的解释权归属于本公司的股东大会。
有限公司章程模板英文版
______________________________________________________有限公司章程___________________________年___________________________月Articles of AssociationFor the purpose of adapting to the requirements of socialist marketeconomy a nd developing productivity， the Articles of Association is made and reentered in accordance with the Company Law o f the People’s Republic of China (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations， the latter shall prevail.Chapter One Name and Address of the CompanyArticle 1: The Company’s name: XXXXXXXX Co.， Ltd. (hereinafter referredto as the Company)Article 2: The Company’s address: Post Place of Guozhuang T own， Pingdu CityChapter Two Scope of BusinessArticle 3: The scope of business: production and processing of saltedvegetables， fresh vegetables， pepper and other agricultural products (sanitation license shall be valid before April 29， 20XX); import and export of goods.Chapter Three Registered CapitalArticle 4: The Company’s registered capital is RMB 7.8 million Yuan.Where the Company is to increase or decrease the registered capital，shareholders representing 2/3 or more of the voting rights must approveand adopt the resolution. In increasing the registered capital， the shareholders shall subscribe the additional capital investment， which shall be subject to the relevant regulations on capital contribution for establishment of a limited Company. In reducing the registered capital，the Company shall inform the creditors within 10 days and publish atnewspapers within 30 days after the resolution is made. Within 30 daysupon receipt of the notice， the creditor who f ails to receive the notice，is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through theprocedures for registration of change at the Company registration organif applicable.Chapter Four Names of Shareholders， Forms and Amount of Investment Article 5: The names o f shareholders， forms and amount of investment of shareholders are as follows:Lu Ruihong: amount of investment: RMB 1，656，759.64 Yuan， accounting for 21.24% of the registered capital， in the form of money， with the investment fully funded before Aug. 24， 20XX.Song Lixian: amount of investment: RMB 6，143，240.36 Yuan， accounting for 78.76% of the registered capital， in the form of money， with the investment fully funded before May 14， 20XX.Article 6: All shareholders shall be issued Capital ContributionCertificate after the Company was established.Chapter Five Shareholders’ Rights and ObligationsArticle 7: Shareholders’ rights(1) Attending or authorizing representatives to attend board ofshareholders and exercising voting power according to their contribution proportions;(2) Being aware of the Company’s operation and financial status;(3) Voting and being voted to be executive directors or supervisors;(4) Acquiring and transferring dividends according to laws， regulations and Articles of Association;(5) Preempting the contributions that other shareholders havetransferred;(6) Preempting the newly-added registered capital of the Companyaccording to their contribution proportions;(7) After termination of the Company， acquiring the residual assets ofthe Company according to laws;(8) Reading the minutes of shareholders’ meeting and financial reportsof the Company.Article 8: Shareholders’ obligations:1. Abiding by Articles of Association;2. Paying the capital contributions they subscribed to on time;3. Bearing debts of the Company on the basis of capital contributions they subscribed to;4. Shall not withdraw the capital contribution after the Company isregistered.Chapter Six Conditions for Transferring Capital ContributionArticle 9: The shareholders have the right to transfer all or part of the capital contributions to each other.Article 10: Transferring capital contribution of shareholders shall benegotiated by board of shareholders. If it is transferred tonon-shareholders， it must be approved by majority of all shareholders.The shareholders inform other shareholders in written form for approvalon the equity transfer， and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more thanhalf of the shareholders don’t approve such transfer， they must purchase part of the transferred capital contribution. Otherwise， it is regarded to consent to such transfer.Article 11: The Company should record the name， address and capital contribution of assignee into shareholders list after the shareholdertransferred their contribution.Chapter Seven Organizations of the Company and its Formation， their Functions and Rules of ProcedureArticle 12: The shareholders’ meeting of the Company shall comprise all the shareholders; it shall be the top authority of the Company and exercise the following authorities:1. Determining the Company’s operation guidelines and investment plans;2. Electing and changing the director and supervisor not assumed by the employee’s representative， and determining the matters concerning his remuneration;3. Deliberating and approving the reports of executive director;4. Deliberating and approving the reports of supervisor;5. Deliberating and approving annual financial budget plans and finalaccount plans of the Company;6. Deliberating and approving profit distribution plans and loss recovery plans of the Company;7. Making resolutions on the increase or decrease of the Company’s registered capital;8. Making resolutions on the issuance of bonds of the Company;9. Making resolutions on the merger， split-up， change of Company form，dissolution and liquidation etc;10. Revising the Articles of Association of the Company.If the shareholders are unanimous on the matters shown above in writtenform， the shareholders may make a resolution directly without holdingthe shareholder’s meeting， and all the shareholders shall sign and fix the seal on the resolution.Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage ofcapital contributions.Article 14: The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their contribution proportion respectively.Article 15: The shareholders’ meetings shall be classified into regular meetings and temporary meetings. All shareholders shall be notified 15days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rightscan propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors andthe shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties， the supervisorof the Company may convene and preside over such meetings; if thesupervisor is unable to perform his duties， the shareholder representing1/10 or more of the voting rights can propose to hold the shareholders’meeting at his discretion.Article 17: Shareholders’ meeting shall make a resolution to theconcerned matters， which shall be adopted by the shareholdersrepresenting 2/3 or more of the voting rights， while the resolution made at a shareholders’ meeting on increasing or reducing the registeredcapital， merger， split-up， dissolution or change of the Company formor amending the Articles of Association shall be adopted by theshareholders representing 2/3 or more of the voting rights. The board of shareholders shall make t he meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meetingminutes.Article 18: The Company sets one executive director， which shall be elected by the shareholders’ meeting. The executive directors’ term of office shall be 3 years. The executive director may， after the expiryof his term of office， hold a consecutive term upon re-election.The executive director shall exercise the following authorities:1. Convening shareholders’ meeting and reporting the status on work thereto;2. Carrying out the resolutions made at the shareholders’ meetings;3. Determining the operation plans and investment plans of the Company;4. Working out the annual financial budget plans and final account plans of the Company;5. Working out the profit distribution plans and loss recovery plans ofthe Company;6. Working out the plans on the increase or decrease of registered capital，and issuance of bonds of the Company;7. Drawing out the plans on merger， split-up， dissolution， change of the Company form， and etc. of the Company;8. Making decisions on the establishment of the internal management departments of the Company;9. Making decisions on nomination and election of manager of the Company，and， according to the nomination of the manager， deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance aswell as their remunerations;10. Drafting the Company’s basic management system;11. Other duties as specified in Articles of Association.Article 19: The Company sets one manager who shall be appointed ordismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the followingauthorities:1. Taking charge of the management of the production and businessoperations of the Company;2. Organizing the execution of the Company’s annual operational plansand investment plans;3. Drafting plans on the establishment of the Company’s internal management departments;4. Drafting the Company’s basic management system;5. Formulating the Company’s concrete bylaws;6. Proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance;7. Determining to hire or dismiss the persons-in-charge other than those who shall be decided by the executive director;The manager attends the shareholders’ meetings as a non-voting delegate. Article 20: The Company sets one supervisor who shall be elected by board of shareholders. The term of office of the supervisor shall be three years，and the supervisor may， after the expiry of his term of office， hold a consecutive term upon re-election.Article 21: The supervisor shall exercise the following authorities:1. Checking the financial affairs of the Company;2. Supervising the duty-related acts of executive directors and managing officers who violate any law， regulation， the Articles of Association of the Company;3. Demanding any executive directors and managing officers to makecorrections if his act has injured the interests of the Company;4. Proposing to convene the temporary shareholders’ meeting and convening and presiding over the shareholder’s meeting when t he executive director fails to convene and preside over the shareholder’s meeting.5. Bringing a lawsuit against the executive directors and managingofficers.The supervisor attends the shareholders’ meeting as a non-voting delegate.Article 22: The executive director and managing officers of the Companyshall not act as the supervisor at the same time.Chapter Eight Legal Representative of the CompanyArticle 23: The executive director is the legal representative of theCompany. The executive director’s term of office shall be no more than3 years. The executive director shall be elected and dismissed by the board of shareholders， and who may， after the expiry of his term of office，hold a consecutive term upon re-election.Article 24: The legal representative shall exercise the followingauthorities:1.Convening and carrying out the board resolutions， and reporting the status on work to board of shareholders;2.Carrying out the resolutions made at the shareholders’ meetings and board meetings;3.Signing relevant documents on behalf of the Company;4.Nomination of the manager of the Company， who shall be employed and dismissed by the executive director.Chapter Nine Financial and Accounting， Profit Distribution and Labor Servant SystemsArticle 25: The Company shall establish the financial and accountingsystems of the Company in accordance with the relevant laws，administrative regulations and provisions enacted by the financialcontrol authorities under the State Council， prepare financialstatements at a fiscal year ends， and submit to each shareholder before Mar. 31 on the next year.Article 26: Profit distribution of the Company shall be subject to Company Law and relevant laws and regulations and provisions enacted by thefinancial control authorities under the State Council.Article 27: Labor and employment system shall be subject to relevantnational laws， regulations and provisions enacted by ministry of laborunder the State Council.Chapter Ten Causes of Dissolution and Liquidation MethodArticle 28: The operation period of the Company is valid till March 30，2050.Article 29: The Company should be dissolved in case of any of the following circumstances:1. The term of business operation as stipulated by the Articles ofAssociation expires or any of the matters for dissolution as stipulatedin the Articles of Association of the Company appears;2. The shareholders’ meeting decides to dissolve it;3. It is necessary to be dissolved due to merger or split-up of the Company;4. It is ordered to close down by related administrative organs due tothe violation of national laws and administrative regulations;5. The Company is unable to operate due to force majeure;6. The Company is declared bankrupt.Article 30: When the Company is dissolved， a liquidation group shall be formed according to Company Law. After liquidation of the Company is completed， the liquidation group shall formulate a liquidation report，which shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Companyregistration authority for writing off the registration of the Company，then declare the cancellation of the Company.Chapter Eleven Other Matters to be Stipulated Shareholder ConsidersNecessaryArticle 31: The Company may amend the Articles of Association based ondemand or matters concerned the registration alteration， the amended articles of association shall not be in contradiction with the laws andregulations， the amendment to the articles of association shall beadopted by all shareholders of the Company by voting. The amended articlesof association shall be submitted to former Company registrationauthority and make relevant alteration registration for registrationauthority， if any.Article 32: The articles of association shall be interpreted by board of shareholders.Article 33: Registered particulars of the Company shall be subject toconfirmation of Company registration authority.Article 34: This Article of Association is established by all investorsand shall become e ffective since the date of establishment of the Company. Article 35: This Article of Association is made in four origin copies，each shareholder keeps one， the Company keeps one， and one for Company registration authority.Signatures of all shareholders:Date。
公司章程(中英文)
Articles of Association目录 Contents第一章总则Chapter 1: General Principle第二章公司的成立Chapter 2: The Establishment of the Company第三章公司经营范围Chapter 3: Business Scope of the Company第四章公司注册资本及股东的姓名（名称）、出资方式、出资额、出资时间Chapter 4: The Registered Capital of the Company, Names of the Shareholders, the Type, Amount and Schedule of Capital Contribution第五章公司的机构及其产生办法、职权、议事规则Chapter 5: The Company's Organizational Structure, its Establishment and Power, and Procedures第六章公司的法定代表人Chapter 6: The Legal Representative of the Company第七章股权转让Chapter 7: Share Transfer第八章经营场地Chapter 8: Operation Site第九章劳动管理Chapter 9: Labour Management第十章财务与会计Chapter 10: Financial Affairs and Accounting第十一章税收和保险Chapter 11: Tax and Insurance第十二章知识产权Chapter 12: Intellectual Property第十三章营业期限Chapter 13: The Term of the Company第十四章终止、解散和清算Chapter 14: Termination, Dissolution and Liquidation第十五章附则Chapter 15: Supplemental Provisions第一章总则Chapter 1: General Principle第一条依据《中华人民共和国公司法》（以下简称《公司法》）及有关法律、法规的规定，由_____方共同出资，设立______公司（以下简称“公司”），特制定本章程。
公司章程英文版 Company Articles of Association
公司章程英文版Company Articles of AssociationGuangZhou, ChinaDate: [ ], 2005Table 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. 4 Article 5- Total Amount of Investment and Registered Capital 5 Article 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. 13 Article 12 -Bank Accounts and Foreign Exchange. 14Article 13 -Term (15)Article 14 -Early Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article 17 - Rules and Regulations. 18Article 18 -Miscellaneous. 19The present articles are hereby formulated by .(hereinafter referred to a s the “Investor”) in accordance with the Law of the People’s Republic of China (“PRC”) on WhollyForeign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in Gu angZhou, 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 Company3.1 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 comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe 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 EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business License.3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the GuangZhou 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 Company4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in GuangZhou 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.)Article 5 - Total Amount of Investment and Registered Capital5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 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.5.4 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.5.5 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.5.6 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 commerce.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 the original registration body.Article 7 - Board of Directors7.1 Formation of Board(a) T he 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 theCompany. 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 ofthe 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 theCompany. 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 SecretaryMinutes 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.Article 8 - Management Organisation8.1 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 theday-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 compensati on 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 DismissalAny 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.Article 9 - Labour Management9.1 Governing PrincipleThe 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 ContractThe 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 PlanThe 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 Companyshall 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 ManagerSubject 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.Article 10 - Trade UnionThe 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 receiv ed by the employees of the Company into the Company’s trade union fund for suchtrade union’s use in accordance with applicable laws of the PRC on the management of trade union funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits11.1 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 financia l 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 AuditThe 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 theCompany 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 FundsAfter 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.Article 12 - Bank Accounts and Foreign Exchange12.1 AccountsThe 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 compensatio n 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 BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures and income.Article 13 - Term13.1 TermThe dur ation 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 ExtensionAfter 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.Article 14 - Early Termination14.1 Events of TerminationUpon 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 AuthorityUnder 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 NoticeIn 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.Article 15 - Liquidation15.1 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.。
##有限公司公司章程范本(英文)
STANDARDIZED COMPANYARTICLES OF ASSOCIATION(DRAFT: MAY 10, 2000)STANDARDIZED COMPANY ARTICLES OF ASSOCIATIONTABLE OF CONTENTSChapter 1. General ProvisionsChapter 2. Purpose and Scope of BusinessChapter 3. SharesChapter 4. Shareholders and the General Meeting of ShareholdersChapter 5. Board of DirectorsChapter 6. General ManagerChapter 7. Supervisory BoardChapter 8. Financial Affairs, Accounting and AuditingChapter 9. Labor Management, Labor Union and Employee BenefitsChapter 10. Dispute ResolutionChapter 11. Notification and AnnouncementChapter 12. Merger, Division, Dissolution and LiquidationChapter 13. Amendment of Articles of AssociationChapter 14. Supplementary ProvisionsCHAPTER 1. GENERAL PROVISIONSArticle 1These Articles of Association are formulated according to the China Company Law, the Instruction regarding Articles of Association for Listed Companies, and otherrelevant 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 company 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 asto obtain a business license.Article 3The Company initially issued _____ million RMB common shares to the public on __________, 2000 by the approval of the China Securities Regulatory Commission. Thoseshares included _____ million domestic shares subscribed in RMB form issued toinvestors. 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 onthe domestic stock exchange.)Article 4The name of the Company is:________________________________________ (Chinese)________________________________________ (English)Article 5The domicile of the Company is:No. ____, ___________ Road, _____________________________Post Code: ____________________Article 6The registered capital of the Company is ______ billion RMB.Article 7The Company is a perpetual joint stock limited liability company.Article 8The Chairman of the Board of Directors is the legal representative of the Co mpany. 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. TheCompany 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 become a binding legal document to standardize the organization and behavior of the Company, andto 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 raisedonly after preconditions are met which are set by relevant laws, administrative rules andregulations, and by the provisions of these Articles of Association. The Company also hasthe right to provide a guarantee to any third party.The 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 companies and joint stock limited liability companies. It shall assume liability in such cases to the extent of its investment in such companies.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 foroperation 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 roadin a positive manner which has a large potential traffic volume and a stable revenue. Theroad shall improve the road network in its area of operation and for adjacent areas, andpromote regional economic development. It shall satisfy its shareholders with a reasonablerate 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 common 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 shallreceive the same profit.The 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 trusteeshipof the __________ Stock (Exchange) Registration Limited Company. (OPTIONAL (IF RELEVANT)- The foreign capital shares listed in the domestic stock exchange shall also be in the centralized trusteeship of the ____________ Stock (Exchange) Registration Limited Company.)Article 23The total number of common shares issued by the Company after approval are______ billion shares. Upon its establishment, the Company issued common shares to thefollowing sponsors, which account to _____% of the total amount of common shares: _____________________________________(____%)_____________________________________ (___%)_____________________________________ (___%)Article 24The equity structure of the Company is _____ billion common shares, amongwhich ____ million shares are held by the sponsors. The other ____ million shares are held____ million by domestic shareholders and ____ million by foreign shareholders, all listedon the _______ domestic Stock Exchange.(OPTIONAL (IF RELEVANT)- ___ million shares are held by foreign shareholders, all listed on the __________ domestic Stock Exchange.)Article 25The Company or its subsidiary companies (including affiliated enterprises) shallnot provide any financial assistance to persons who purchase or propose to purchase theCompany's shares through such forms as grants, advances, guarantees, compensation orloans. Such persons shall include any person who assumes direct or indirect liability resulting from the purchase of Company shares.In addition, the Company or its subsidiary companies (including affiliated enterprises) shall not, in any form, provide any financial assistance to theabove-mentionedpersons for the purpose of reducing or taking over the obligations of that person. Section 2. Increase in, Reduction of and Repurchase of SharesArticle 26For the purpose of operation and development, and according to laws and regulations and to resolutions made by the Board of Directors, the Company shall adopt thefollowing methods for increasing its capital:1. issue shares to the public;2. restrict sales of stock to the present shareholders;3. allot bonus shares to the present shareholders;4. increase capital using common reserve funds; and5. other methods/modes approved by laws and regulations and by theSecurities Administration Department in the State Council.Article 27The Company may reduce its registered capital according to the regulations set in these Articles of Association. It shall also follow the procedures set in the Company Lawand in other regulations.Where such reduction of capital occurs, the Company shall prepare a balance sheet and inventory of assets.The Company shall inform its creditors of the reduction of registered capital within ten (10) days following the date on which the reduction resolution is adopted, and make atleast three announcements regarding the reduction in a newspaper within thirty (30) days.The creditors shall have the right to claim full repayment of their debts or have the provision of a corresponding guarantee from the Company within thirty (30) days from thedate of receipt of such notice, or within ninety (90) days from the date of the first publicannouncement for those creditors who did not receive a notice directly.After the reduction, the registered capital of the Company shall not be less than the statutory minimum limit.Article 28The Company shall repurchase its shares in the following cases, after the approvalof the relevant Government administrative departments:1. cancellation of the shares to reduce the Company's capital; and2. merger with other companies which have shares in the Company.The Company shall not buy or sell its shares except in the above cases.Article 29Where the Company repurchases its shares, such repurchase shall be conducted in one of the following methods:1. an offer of repurchase of shares is made to all shareholders according to the proportion of stock that they own;2. repurchase through open transaction; and3. other methods/modes as approved by law and regulations and by theSecurities Administration Department in the State Council.Article 30The Company shall canceled the repurchased shares within ten (10) days of their repurchase. It shall apply to the Industrial and Commercial Administration Bureau for achange in its registered capital.Section 3. Transfer of SharesArticle 31The shares of the Company may be transferred according to law.Article 32The Company shall not accept its own shares as a form of hypothecation.Article 33Shares held by sponsors shall not be transferred within three (3) years of the establishment of the Company.Directors, the general manager and other superior managers of the Company shall each declare the number of shares he (or she) possesses during the period of his employment. He (or she) shall not transfer his shares during that period and within six (6)months after leaving that position.Article 34Where shareholders who possess at least 5% of voting rights shares sell their shares within six (6) months after they are purchased, or buy such shares again within six (6) months after selling them, then the profits received shall be owned/taken by the Company.The preceding paragraph is applicable to directors, supervisory personnel, the general manager and other superior managers who are legal person shareholders possessing 5% voting rights shares.CHAPTER 4. SHAREHOLDERS AND THE GENERAL MEETING OF SHAREHOLDERSSection 1. ShareholdersArticle 35Shareholders are the persons who hold shares of the Company legitimately, and whose names are registered in the shareholders' register.Shareholders shall enjoy rights and assume obligations according to the different types of shares held. Shareholders who have the same type of shares shall enjoy the samerights and assume the same obligations.Article 36The shareholders' register is sufficient evidence to prove that shareholders hold the Company's shares,. except where there is evidence to the contrary.Article 37The Company shall establish the shareholders' register based upon evidence provided by the Securities Registration Authority. The register shall list the following information:1. name (title), address (domicile), job/vocation or ownership of each shareholder;2. type and number of shares held by each shareholder;3. whether the shares held by each shareholder have been paid for or are stillpayable;4. the serial numbers of the shares held by each shareholder;5. the date of registration of each shareholder as a shareholder; and6. the date of termination of each shareholder as a shareholder.The Company shall sign a centralized trustee agreement with the Securities Registration Authority to check the information regarding major shareholders and to keeptrack of the change (including pledging of shares) of the holdings of major shareholdersperiodically so that its share structure is kept up-to-date.Article 38Each part of the shareholders' register shall not overlap with another. The transferof shares registered in a certain part of that register shall not also be registered in other partsof the shareholders' register during the registration period.Amendment or change of the shareholders' register shall be conducted according to the relevant law.Article 39When the Company convenes a shareholders' general meeting, allocates a share dividend, makes clearance (????) or conducts other actions where share rights are requiredto be identified, then the Board of Directors shall set one day as share rights registrationday. Shareholders who are recorded before the completion of registration shall then be considered shareholders of the Company.Article 40A change of registration of shareholders shall not occur due to a transfer of shares within thirty (30) days of the convening of a shareholders' general meeting or within five(5) days prior to the date set for allocation of share dividends.Article 41Where any shareholder requires the registration of his name (or title) on the shareholders' register or the cancellation of his name (or title) from the shareholders' register due to an objection to what is contained in the shareholders' register, then he mayapply to the court which has jurisdiction for a change in the shareholders' register. Article 42Where any shareholder who is registered in the shareholders' register, or is requiredto register his name (or title) in the shareholders' register, loses his original shares, then hemay apply to the Company for the issuance of new shares on the basis of the relevant original shares. Where shareholders holding domestic shares apply for such reissuance,then Article 150 of the Company Law shall be applicable.After the reissuance of new shares by the Company according to these Articles of Association, the name (or title) of bona fide purchasers who hold theabove-mentioned newshares or of shareholders who are registered as the owners of such shares (as a bona fidepurchaser) shall not be canceled from the shareholders' register.Article 43The Company has no obligation to indemnify any person damaged by the cancellation of original shares or by the reissuance of new shares, except where a party canprove that the Company has acted fraudulently.Article 44The shareholders of the Company shall enjoy the following rights:1. to obtain share dividends and other types of benefit allocation to the extentof their number of shares;2. to attend, or entrust a proxy on his behalf to attend, the shareholders'general meeting;3. to exercise voting rights according to their number of shares;4. to supervise the operations of the company, and make recommendationsand inquiries regarding such operations;5. to transfer, bestow/donate or pledge their shares according to laws,regulations and articles of association;6. to obtain the following information according to laws and these articles of association:1. the articles of association, after payment of the cost of copying;2. the right to request and receive a copy after paying a reasonable feeof:A. information concerning their share holding;B. a record of the shareholders' general meeting;C. the interim report and annual report; andD. the total amount of equity and the equity structure.7. where the Company terminates or liquidates, to participate in theallocation of the residuary assets of the Company according to theirnumber of shares; and8. other rights entrusted to them by laws, regulations and by theseArticles of Association of the Company.Article 45Where shareholders request the checking of relevant information or ask for materials listed in the preceding Article, then they shall provide written documents whichproof the type and number of their shares. The Company shall check their status and provide the materials requested.Article 46Where a resolution is passed by the shareholders' general meeting and the board ofdirectors violates laws and regulations and infringes on legitimate benefits of shareholders,then the shareholders have the right to file suit to stop such illegal actions and prejudicialacts in the People's Court concerned.Article 47Shareholders shall perform the following obligations:1. obey the Articles of Association;2. render equity according to the shares they subscribed and the type of admission; (??????)3. not retire shares, except in the cases regulated by laws and regulations;4. other obligations as stipulated by laws and regulations, and by theseArticles of Association.Article 48Where shareholders who possess 5% or more of the shares of the Company pledge their shares, then they shall report to the Company in writing within three (3) working daysfrom the date that such pledge occurred.Article 49Where the holding/dominant shareholder exercises his voting rights, he shall not make decisions which impair the legitimate benefit of the Company and of other shareholders.Article 50The "holding/dominant shareholder", as referred to in these Articles of Association,is the shareholder who has one of the following characteristics:1. he himself, or by taking concerted action with other persons, can selectmore than one-half of the Company directors;2. he himself, or by taking concerted action with other persons, can exercisemore than 30% of the voting rights or can control the exercise of morethan 30% of the voting rights;3. he himself, or by taking concerted action together with other persons,possesses more than 30% of the shares of the Company; and4. he himself, or by taking concerted action together with other persons, cancontrol the Company in reality through other methods.The "concerted action" referred to above relates to the agreement of two or more persons (whether oral or written) that one of those persons has the voting rights to controlor stabilize the control of the Company.Section 2. Shareholders' General MeetingArticle 51The shareholders' general meeting decides the important issues regarding the Company. It shall exercise the following functions and powers according to law:1. to decide the business operation and investment plans for the Company;2. to elect and replace members of the board of directors, and to decide uponmatters related to the remuneration of the directors;3. to elect and replace the supervisors who are represented by shareholdersand to decide upon matters concerning the remuneration of suchsupervisors;4. to examine and approve the report of the Board of Directors;5. to examine and approve the report of the supervisory board;6. to examine and approve the Company's fiscal budget and its final accounts;7. to examine and approve plans for the Company's profit distribution and forthe making up of its losses;8. to adopt resolutions on the increase or reduction of the registered capital ofthe Company;9. to adopt resolutions regarding the issuance of Company bonds;10. to adopt resolutions on matters such as merger, division, dissolution and liquidation of the Company;11. to amend the Articles of Association;12. to adopt resolutions on the hiring or firing of an accounting firm;13. to examine and approve proposals made by shareholders who representmore than 5% of the total shares with voting rights which are issued to the public; and14. to examine and approve other matters which shall be determined by the shareholders' general meeting, based upon laws, regulations and theseArticles of Association.Article 52There are two types of shareholders' general meeting, namely the annual meeting and the special/periodic meeting. The annual meeting shall be convened once a year withinsix (6) months after the end of the preceding fiscal year.Article 53A special shareholders' general meeting shall be convened within two (2) months if one of the following situations occurs:1. if the number of directors is less than the minimum number set by the Company Law, or less than two-thirds of the number required by these Articles of Association;2. if the amount of the Company's losses that have not been made up reachone-third of its total share capital;3. if shareholders holding ten percent (10%) or more of the Company's shares, either individually or jointly (not including proxy rights) request in writing the conveningof a shareholders' meeting;4. if the board of directors deems it necessary;5. if the supervisory board proposes to convene: and6. other situations, as stipulated in these Articles of Association.The holding of shares by shareholders for item 3 shall be calculated as of the date of the written request.Article 54A special shareholders' general meeting may adopt resolutions only upon the matters listed in the notice of meeting.Article 55A shareholders' general meeting shall be convened by the Board of Directors in accordance with law and presided over by the Chairman of the Board. Where the Chairman is unable to perform his duties due to special reasons, then the Vice Chairman, orother director designated by the Chairman, may preside over such meetings. Where theChairman and Vice Chairman and any other candidates designated by the Chairman areunable to attend the meeting, then a shareholder voted by a majority of all shareholdersattending the meeting may preside. Where such shareholder is unable to preside over themeeting due to any reason, then the meeting shall be presided over by the shareholder (orhis proxy) who attends the meeting and holds the most voting rights.Article 56When the Company plans to convene a shareholders' general meeting, then the Board of Directors shall notify all shareholders forty-five (45) days prior to the meeting.The shareholders who are going to attend the meeting shall give a written reply that theywill attend to the Company twenty (20) days prior to the meeting.In calculating the forty-five (45) days' notice, the date of the issuance of notification shall not be included.Article 57The Company shall calculate the number of shares with voting rights based uponthe written reply received twenty (20) days prior to the shareholders' general meeting. Where the number of voting rights shares held by shareholders who are going to attend themeeting reaches one-half (1/2) of the total of shares with voting rights of the Company,then the general meeting can be held. Otherwise, the Company shall inform the shareholders again, using the form of an announcement about the matters to be discussed inthe meeting, of the date and location of a meeting to be held within five (5) days. The Company may convene such a shareholders' general meeting after such announcement hasbeen made.Article 58The notice for a shareholders' general meeting shall meet the followingrequirements:1. be in written form;2. specify the date, location and duration of the meeting;3. describe the matters to be considered at the meeting;4. provide the materials and explanations necessary for shareholders to make sensible decisions regarding the matters to be discussed. Principally, these include (but arenot limited to) the specific terms and contract (if there is one) for a proposed transaction,and a detailed explanation of its origin and sequence where the Company proposes a merger, repurchase of shares, restructuring of shares or other form of restructuring;5. where any directors, supervisory personnel, the general manager and other superior managers have an important interest with regard to matters to be discussed, thenthe nature and extent of that interest shall be disclosed. Further, where the impact of thematters to be discussed by such directors, supervisory personnel, general manager and other superior managers who are shareholders is different from the impact on other shareholders of the same type, then that difference shall be illustrated;6. contain the full text of any special resolution proposed to be passed at the meeting;7. provide a clear description stating that all shareholders have the right toattend the shareholders' general meeting and to entrust a proxy, as necessary, who does notneed to be a shareholder of the Company, to attend the meeting and also to put forward aresolution;8. the time set for delivery of the name and address of any proxies for voting;9. the date set for final registration of shareholders who are eligible to attendthe shareholders' general meeting; and10. the name and phone number of the contact person regarding the meeting.Article 59The notice of the shareholders' general meeting shall be delivered by a specific person or mailed, postage paid, to all shareholders (whether or not such shareholder has avoting right). The address of the receiving party shall be the address registered in the shareholders' register. The notice of a shareholders' general meeting shall be in the form ofan announcement for shareholders who hold domestic shares.The announcement mentioned in the preceding paragraph shall be published in oneor more newspaper appointed by the Securities Registration Authority/Administrative Department of the State Council prior to 45 to 50 days before the meeting. All shareholders who hold domestic shares shall be considered as having received that noticeof shareholders' general meeting upon the publication of that announcement.Article 60Where the meeting notice is not delivered to, or received by, a person who has the right to get a meeting notice because of an accidental mistake, the meeting and any resolution adopted at that meeting shall not be invalid due to that cause.Article 61Shareholders may attend the shareholders' general meeting either themselves ormay entrust a proxy to attend the meeting and make decisions for them. Shareholders shall entrust a proxy in a written form which shall be signed by the consigning party and by the party receiving the proxy. Where the party giving the proxy isa legal person, the proxy/power of attorney shall be affixed with its seal and signed by theperson receiving the proxy.Article 62Shareholders who attend the general meeting in person shall show their identification cards and evidence of their shareholding. Where they entrust another personto be their proxy and attend the meeting, then the proxy shall provide his identificationcard, the power of attorney for the proxy, and evidence of the shareholding.The legal representative or proxy entrusted by the legal representative of a shareholder which is a legal person may attend the meeting. Where a legal representativeattends the meeting, then he shall present his identification card, effective evidence of hisqualification as a legal representative and evidence of the shareholding. Where an entrusted proxy attends the meeting, then the proxy shall present his identification card, thepower of attorney issued for him by the legal representative of a shareholder who is a legalperson, and evidence of the shareholding.Article 63A power of attorney issued by a shareholder to entrust another person as proxy to attend a meeting shall contain the following:1. the name of the shareholder giving the proxy;2. the voting rights of that shareholder (if any);3. the instruction to the proxy on every item to be discussed at the meeting,whether to approve, oppose or abstain;4. if the shareholder has voting rights on a provisional proposal which will belisted in the general meeting agenda, what is the detailed instruction on how to use thosevoting rights;5. the date and validation of the power of attorney/proxy;。
英语公司章程(3篇)
第1篇I. IntroductionThis Company Charter (the "Charter") sets forth the fundamental principles, objectives, and governance structure of [Company Name] (the "Company"). The Company is established for the purpose of engaging in [brief description of the Company's business activities], in accordance with the laws and regulations of the jurisdiction in which it is incorporated. The Charter shall govern the conduct of the Company and its directors, officers, and employees.II. Name and Registration1. The name of the Company shall be [Company Name].2. The Company is incorporated and registered in [Jurisdiction], under registration number [Registration Number].III. Purpose and Objectives1. The purpose of the Company is to carry out [brief description of the Company's business activities] in an efficient, effective, and ethical manner.2. The objectives of the Company are:a. To achieve sustainable growth and profitability;b. To provide high-quality products and services to its customers;c. To foster a positive and inclusive work environment;d. To contribute to the economic and social development of the communities in which it operates.IV. Share Capital1. The authorized share capital of the Company shall be [amount in currency] divided into [number of shares] ordinary shares of [par value per share].2. The Company may issue additional shares of its capital, subject to the provisions of this Charter and applicable laws and regulations.V. Directors1. The management and administration of the Company shall be vested in a Board of Directors (the "Board").2. The Board shall consist of [minimum number of directors] to [maximum number of directors], who shall be elected by the shareholders at the Annual General Meeting (the "AGM").3. Directors shall hold office until the conclusion of the AGM following their election and may be re-elected.VI. Officers1. The officers of the Company shall be appointed by the Board, subject to the provisions of this Charter and applicable laws and regulations.2. The officers shall include the following positions:a. President/Chief Executive Officer (CEO);b. Chief Financial Officer (CFO);c. Chief Operating Officer (COO);d. Secretary;e. Such other officers as may be deemed necessary by the Board.VII. Shareholders1. The shareholders of the Company shall have the right to:a. Receive dividends, if declared, in accordance with the provisions of this Charter and applicable laws and regulations;b. Attend and vote at general meetings of the shareholders;c. Examine the Company's financial statements and other relevant documents;d. Propose resolutions at general meetings of the shareholders;e. Inspect the Company's books and records;f. Such other rights as may be provided by applicable laws and regulations.VIII. General Meetings1. The Company shall hold an Annual General Meeting (AGM) within six months of the end of its financial year.2. The Company shall also hold such other general meetings as may be required by the Board or upon the requisition of shareholders.IX. Dividends1. Dividends, if any, shall be declared and paid by the Board at its discretion, subject to the provisions of this Charter and applicable laws and regulations.2. Dividends shall be paid to shareholders on the basis of their shareholdings, provided that the Board may make exceptions to this rule in the case of special circumstances.X. Financial Year1. The financial year of the Company shall commence on [start date] and end on [end date].2. The Board shall cause the financial statements of the Company to be prepared in accordance with generally accepted accounting principles and to be audited by a qualified auditor.XI. Restrictions on Diversion of Corporate Opportunities1. No officer or director of the Company shall, without the priorwritten consent of the Board, use or employ any property or information of the Company for the purpose of deriving personal profit or benefit.2. The Board shall have the power to take all necessary actions to prevent the diversion of corporate opportunities from the Company.XII. Conflict of Interest1. A director or officer who has a direct or indirect interest in any transaction or arrangement with the Company that might reasonably be expected to conflict with the interests of the Company shall disclose the nature of such interest to the Board.2. The Board shall determine whether a conflict of interest exists and, if so, whether the transaction or arrangement should be approved.XIII. Termination of Directors and Officers1. A director or officer may resign from their position by delivering a written resignation to the Board.2. The Board may remove a director or officer from office for cause, including but not limited to:a. Failure to perform their duties with due care and diligence;b. Breach of the provisions of this Charter or applicable laws and regulations;c. Any act or omission that is detrimental to the interests of the Company.XIV. Amendments to the Charter1. Any amendment to this Charter shall be proposed by the Board or by a resolution passed by the shareholders at a general meeting.2. An amendment to this Charter shall be effective only if it is approved by a majority of the shareholders present in person or by proxy at the general meeting at which it is proposed.XV. Dissolution of the Company1. The Company may be dissolved by a resolution passed by the shareholders at a general meeting, provided that at least [percentage] of the shareholders vote in favor of the dissolution.2. Upon dissolution, the assets of the Company shall be distributed to the shareholders in accordance with their shareholdings, aftersatisfying all the Company's liabilities.XVI. Miscellaneous1. This Charter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.2. If any provision of this Charter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.IN WITNESS WHEREOF, the undersigned directors of the Company have executed this Charter as of this [date].[Signatures of Directors][Company Name][Company Address][Company Registration Number][Company Jurisdiction][Company Logo]第2篇PREAMBLEWHEREAS, the founders of [Company Name] (hereinafter referred to as the "Company") recognize the need for a comprehensive set of governing documents to establish the Company's purpose, structure, and operational procedures;WHEREAS, the founders desire to ensure the integrity, stability, and continuity of the Company's operations;WHEREAS, the founders believe that the adoption of this Company Charter will facilitate the achievement of the Company's objectives;NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the founders of [Company Name] hereby adopt this Company Charter as the governing document of the Company.ARTICLE I: NAMESection 1.01. The name of the Company shall be [Company Name],hereinafter referred to as the "Company."ARTICLE II: PURPOSESection 2.01. The purpose of the Company shall be to engage in the business of [describe the Company's primary business activities], in accordance with applicable laws and regulations.Section 2.02. The Company shall endeavor to achieve the following objectives:(a) To provide high-quality products and services to its customers;(b) To generate profits for its shareholders;(c) To maintain a safe and healthy work environment for its employees;(d) To contribute positively to the community and the environment.ARTICLE III: SHARESSection 3.01. The Company shall have [number of authorized shares]shares of [par value or no par value] common stock, par value [amountper share, if applicable], and [number of authorized shares] shares of [par value or no par value] preferred stock, par value [amount per share, if applicable].Section 3.02. The Board of Directors may, from time to time, without further action by the shareholders, increase or decrease the number of authorized shares of common stock and preferred stock, and may fix the par value thereof, if any.Section 3.03. The Board of Directors may, from time to time, without further action by the shareholders, issue and sell such shares of common stock and preferred stock as they may determine to be in the best interests of the Company.ARTICLE IV: BOARD OF DIRECTORSSection 4.01. The management and affairs of the Company shall be conducted by a Board of Directors (hereinafter referred to as the "Board"), which shall consist of [number of directors] directors, each of whom shall be elected by the shareholders at the annual meeting or such other meetings as may be required by law or by-laws.Section 4.02. The Board shall have the authority to make, alter, and repeal by-laws for the management of the Company.Section 4.03. The Board shall meet at such times and places as may be determined by the Board, but not less than once annually. Special meetings of the Board may be called by any director or upon the written request of a majority of the directors.Section 4.04. The Board shall have the power to appoint and remove officers of the Company and to delegate such powers and duties as the Board may determine.ARTICLE V: OFFICERSSection 5.01. The officers of the Company shall be a President, a Chief Executive Officer (CEO), a Chief Financial Officer (CFO), a Secretary, and such other officers as may be appointed by the Board.Section 5.02. The officers of the Company shall have such powers and duties as may be determined by the Board, but such powers and duties shall not conflict with the provisions of the Company's by-laws or the Company Charter.Section 5.03. The President shall be the principal executive officer of the Company and shall preside at all meetings of the Board and the shareholders.Section 5.04. The CEO shall be the principal administrative officer of the Company and shall be responsible for the day-to-day management of the Company's business.Section 5.05. The CFO shall be the principal financial officer of the Company and shall be responsible for the financial management and reporting of the Company.Section 5.06. The Secretary shall be the principal record-keeper of the Company and shall be responsible for the maintenance of the Company's minutes and records.ARTICLE VI: SHARES AND DIVIDENDSSection 6.01. The Board of Directors may declare dividends upon the common stock from time to time in such amounts as the Board may determine, subject to the availability of funds and the requirements of applicable laws and regulations.Section 6.02. Dividends on preferred stock shall be declared and paid in accordance with the terms of the preferred stock certificates.ARTICLE VII: MEETINGSSection 7.01. The annual meeting of the shareholders shall be held on [date] at [location], or at such other time and place as may be designated by the Board of Directors.Section 7.02. Special meetings of the shareholders may be called by the Board of Directors or upon the written request of [percentage] of the shareholders entitled to vote at the meeting.Section 7.03. Notice of meetings shall be given to shareholders in accordance with the provisions of the Company's by-laws and applicable laws and regulations.ARTICLE VIII: AMENDMENTSSection 8.01. This Company Charter may be amended or altered by the shareholders at any regular or special meeting, provided that the proposed amendment or alteration has been duly presented to theshareholders and has been approved by a majority of the votes cast at the meeting.ARTICLE IX: DISSOLUTIONSection 9.01. The Company may be dissolved by the shareholders at any regular or special meeting, provided that the proposed dissolution has been duly presented to the shareholders and has been approved by a majority of the votes cast at the meeting.Section 9.02. Upon dissolution, the assets of the Company shall be distributed among the shareholders in accordance with their respective interests, after payment of all liabilities and expenses of the winding up.IN WITNESS WHEREOF, the undersigned founders of [Company Name] have executed this Company Charter as of this [date].[Founders' Signatures][Company Name][Date][Company Address][Company Contact Information]Note: This Company Charter is a general template and should be customized to meet the specific needs and requirements of the Company. It is recommended that the Company consult with legal counsel to ensure compliance with applicable laws and regulations.第3篇Article 1: Name and Address1.1 The name of the company shall be [Company Name], hereinafter referred to as "the Company."1.2 The registered office of the Company shall be located at [Registered Office Address], which may be altered from time to time by a special resolution of the members.Article 2: Objective and Business2.1 The objective of the Company is to engage in [specify the primary business activities of the Company], and any other ancillary activities as may be necessary for the effective conduct of the business.2.2 The Company may carry on any business that is lawfully capable of being carried on by a company and any other activities as may be authorized by the provisions of this Constitution.Article 3: Incorporation3.1 The Company is incorporated under the [insert applicable legal framework, e.g., Companies Act 2006] and shall be a body corporate with a separate legal personality.3.2 The subscribers to this Constitution shall be the first members of the Company.Article 4: Membership4.1 Membership of the Company shall be open to individuals and corporate bodies that agree to be bound by the terms of this Constitution.4.2 An individual shall become a member of the Company upon payment of the subscription fee, if any, and acceptance of this Constitution.4.3 Corporate bodies shall become members of the Company upon the subscription of shares or by agreement to be bound by this Constitution, as determined by the directors.4.4 The Company may, at its discretion, refuse admission to any applicant for membership.Article 5: Classes of Membership5.1 The Company may have different classes of membership, each with different rights and privileges, as determined by the directors.5.2 The rights and privileges of each class of membership shall be set out in the Articles of Association, which may be amended from time to time by special resolution of the members.Article 6: Share Capital6.1 The share capital of the Company shall be divided into shares of [insert nominal value], each of which shall be fully paid up.6.2 The Company may issue shares of any class at par, premium, or discount, as determined by the directors.6.3 The Company may also issue bonus shares or redeemable preference shares, as determined by special resolution of the members.Article 7: Financial Year7.1 The financial year of the Company shall commence on [insert start date] and end on [insert end date].Article 8: Directors8.1 The management of the Company shall be vested in a Board of Directors, which shall consist of not less than [insert number] directors.8.2 The directors shall be elected at the Annual General Meeting or appointed by the Board.8.3 A director may resign at any time by giving written notice to the Company.8.4 A director shall be removed from office by a resolution passed at a general meeting of the members.Article 9: Powers of Directors9.1 The directors shall have the general power to manage the affairs of the Company and to perform all acts necessary for the effective conduct of the business.9.2 The directors may make such regulations as they consider necessary for the conduct of the business of the Company.9.3 The directors shall keep proper books of account and shall prepare annual financial statements in accordance with the provisions of the [insert applicable legal framework].Article 10: Meetings of Members10.1 General meetings of the members shall be held at such time and place as may be determined by the directors.10.2 An Annual General Meeting shall be held once in every calendar year at such time and place as the directors may determine.10.3 Special general meetings may be called by the directors or upon the requisition of [insert percentage] of the members.10.4 The notice of a general meeting shall be given to members not less than [insert number] days before the date of the meeting.Article 11: Notice of Meetings11.1 Notice of meetings shall be given to members in writing and may be given by email, post, or any other means of communication as determined by the directors.11.2 The notice shall specify the place, time, and purpose of the meeting.Article 12: Voting at Meetings12.1 Each member shall have one vote at general meetings.12.2 In the case of an equality of votes, the chairperson of the meeting shall have a second or casting vote.12.3 Resolutions shall be passed by a majority of the votes cast at a general meeting, unless otherwise provided by law or this Constitution.Article 13: Directors' Remuneration13.1 The directors may be paid such remuneration for their services as may be determined by the members at a general meeting.13.2 In addition to any remuneration, directors may receive such other benefits as may be determined by the members at a general meeting.Article 14: Resolutions14.1 Special resolutions shall require the consent of not less than [insert percentage] of the members present in person or by proxy at a general meeting.14.2 Ordinary resolutions shall require the consent of a simple majority of the members present in person or by proxy at a general meeting.Article 15: Miscellaneous Provisions15.1 The Company shall comply with all applicable laws and regulations.15.2 The directors may, from time to time, make such rules and regulations as they consider necessary for the proper conduct of the business of the Company.15.3 The directors may delegate any of their powers to such persons as they may think fit, provided that such delegation is not inconsistent with the provisions of this Constitution.15.4 The Company may enter into contracts and do all such acts and things as are necessary for the purpose of, or in connection with, the promotion, formation, or carrying on of the business of the Company.Article 16: Amendments to the Constitution16.1 Any amendment to this Constitution shall be made by special resolution passed at a general meeting.16.2 The proposed amendment shall be set out in the notice of the general meeting.16.3 The proposed amendment shall be passed by a majority of not less than [insert percentage] of the votes cast at the general meeting.Article 17: Dissolution17.1 The Company may be dissolved by special resolution of the members.17.2 Upon the dissolution of the Company, any surplus assets remaining after the satisfaction of all debts and liabilities shall be transferred to some public charitable purpose as may be determined by the members at the time of dissolution.IN WITNESS WHEREOF, the undersigned subscribers to this Constitution hereby signify their agreement to be bound by the same.[Signature of subscriber 1][Name of subscriber 1][Title of subscriber 1][Signature of subscriber 2][Name of subscriber 2][Title of subscriber 2]...[Signature of subscriber N][Name of subscriber N][Title of subscriber N][Date]Note: This is a general template for a company constitution and shouldbe customized to meet the specific needs and requirements of the company. It is advisable to consult with a legal professional when drafting or amending a company constitution.。
公司章程范文(中英对照)
Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《中华人民共和国公司法》、《深圳经济特区有限责任公司条例》和有关法律法规，制定本章程。
Article 1 These articles are formulated in accordance with the Company Law of the P.R.C。
，the Regulations of Shenzhen Special Economic Zone on Limited Liability Companies，and relevant laws and regulations.第二条本公司（以下简称公司）的一切活动必须遵守国家的法律法规，并受国家法律法规的保护。
Article 2 The current business (hereinafter “the Company") shall conduct all activities in accordance with state laws and regulations, and subject to the protection thereof.第三条公司在深圳市工商行政管理局登记注册。
Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau。
名称：Company name：住所：Domicile：第四条公司经营范围为：投资兴办实业（具体项目另行申报）；汽车配件的销售,国产汽车（不含小轿车)，国内商业、物质供销业（不含专营、专控、专卖商品）；旧机动车交易；汽车租赁；经济信息咨询（不含限制项目);货物及技术进出口。
公司章程英文版
公司章程英文版文件排版存档编号：[UYTR-OUPT28-KBNTL98-UYNN208]公司章程英Articles of AssociationOfChongqing, ChinaDate: [????? ], 2005Table of ContentsThe present articles are hereby formulated by?????? .(hereinafter referred to as accordance with the Law of the People’s Republic of China (“PRC”) on Wholly For and other applicable Chinese laws and regulations, for the establishment of the wh 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 prote of PRC law.? All of the activities of the Company shall comply with applicable PRC?????? Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC.? The l Investor for the losses, risks, liabilities and any other obligations whatsoever o 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 Compan Business License.?????? BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and approval of the Board of Directors and the Chongqing Foreign Trade and Economic Co successor and any other governmental agencies whose approval may be required by la 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 technic improve and promote retail services in Chongqing and other cities in China by adop appropriate technologies and scientific management methods and to bring satisfacto to the investor.????????????? Business Scope(The business scope mentioned above shall be subject to the approval of the relate commercial authority.)Article 5???? - Total Amount of Investment and Registered Capital?????? Total Amount of InvestmentThe 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 ??????? registered capital of the Company shall be paid by the Investor in instalments.? F of the total amount of the registered capital shall be paid by the Investor within after the Date of Establishment.? The balance of the registered capital shall be f (3) years after the Date of Establishment according to relevant Chinese laws and r ?????? Investment CertificatesThe Company shall retain at its expense a certified public accountant registered i capital contribution by the Investor and issue a capital verification report.? The issue an investment certificate to the Investor evidencing the contribution by the of such report.?????? Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of th pursuant to the decision of the Board in accordance with the business needs of the 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 Com by a unanimous vote of all of the Board of Directors present in person, by telepho duly convened meeting of the Board and submitted, if required by law, to the Exami Authority for approval.? Upon receipt of such approval, the Company shall register registered capital and/or total amount of investment with the original department industry and commerce.Article 6???? - Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose of all or a registered capital in the Company upon the unanimous approval of the Board of Dire out procedure to change registration with the original registration body.?Article 7???? - Board of Directors?????? Formation of Board(a)?????? The date of issuance of the Company’s Business License shall be the dat of the Board of Directors (“Board”).(b)?????? The Board of Directors shall be composed of three (3) Directors who shal the Investor.? The Directors shall each have a term of office of four (4) years, a eligible for consecutive terms of office upon reappointment by the Investor.? Any Board of Directors shall be immediately filled by the Investor.? The Investor may with or without cause any Director and appoint in lieu thereof any other person to of the removed Director’s term.? The Investor will appoin t the chairman of the bo Directors.(c)?????? Subject to Article 15, the chairman of the Board shall be the legal repr Company and shall have the power to represent and act on behalf of the Company.? W is unable or fails to discharge his duties,? the Director having served the longes represent the Company and perform the chairman’s duties.??????? Powers of Board(a)?????? The Board of Directors shall be the highest authority of the Company and to make decisions on all matters of the Company.?(b)?????? Resolutions involving the following matters shall be adopted only by the vote of all Directors present in person, by telephone or by proxy at a duly conven(i)??????? amendment of the Articles of Association;(ii)?????? increase or assignment of registered capital or the total amount of inv(iii)???? merger of the Company with any other economic organisation; and(iv)?????? termination, dissolution or liquidation of the Company, or filing for d related protection by or on behalf of the Company under the Chinese bankruptcy law regulations.(c)?????? Resolutions involving the following matters shall be subject to and adopmajority affirmative vote of all Directors present in person, by telephone or by p convened Board meeting:?(i)??????? issuance of any guarantees for the payment obligations of any person or of any other financing arrangements, the amount of which is more than RMB 1 millio(ii)?????? mortgage, pledge or granting of a security interest or other types of l office space or other fixed assets or capital equipment of the Company, the amount RMB 1 million;(iii)?????????? loan and/or borrowing, the amount of which is more than RMB 1 mill (iv)?????????? rental agreements, the amount of which is more than RMB 1 million; (v)????????????? investment and/or disposal of tangible and intangible assets, the more than RMB 1 million;(vi)?????????? addition of items to or change of the scope of business of the Comp(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 gen financial officer, as well as each of their scope of authority;(xi)????? approval of remuneration and benefits of the general manager, deputy gen financial officer under Article (b);(xii)??? approval of equity investment with the amount more than RMB 1 million by (xiii)?? contribution, use or expenditure of the general reserve fund, the bonus a 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.?????? Meetings(a)?????? The first Board meeting shall be held within sixty (60) days from the da the Business License.(b)?????? The Board shall meet at least once a year.? Board meetings shall be held of the Company unless otherwise determined by the Board of Directors.? Two-thirds Directors shall constitute a quorum for any Board meeting.? If at any properly con quorum is present, then the Board shall reconvene at the same time and place one wotherwise notified by the chairman.(c)?????? The chairman of the Board shall set the agenda of Board meetings and sha convening and presiding over such meetings.(d)?????? The chairman of the Board shall call an interim meeting of the Board und from no fewer than one Director specifying the matters to be discussed, and shall in writing the agenda and subject of the meeting.?(e)?????? The chairman of the Board shall send written notice to all Directors at days prior to any regular, seven (7) days in the case of an interim meeting to be agenda, time and place of the meeting.? Such notice may, however, be waived by the all Directors prior or at the meeting in person, by telephone or by proxy.? If not the Directors, a Board meeting shall be convened no less than fourteen (14) days a eight (28) days from the date of issuance of the notice in the case of a regular m than seven (7) days and no more than fourteen (14) days from the date of issuance case of an interim meeting.(f)??????? Should a Director be unable to attend a Board meeting for any reason, h in writing by mail or facsimile or hand-delivery to be present and to vote at the behalf.? ?A proxy may represent one or more Directors.? A proxy shall have the sam as the Director who appointed him.(g)?????? Board resolutions may also be passed through a written circular vote via exchange.? Such written resolutions shall be filed with the minutes of the Board a 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 m everyone can hear each other at all times and participation by a Director or his p such means shall constitute presence of such Director or his proxy in person at a(i)??????? Directors shall serve as Directors without remuneration unless otherwis Board.? All reasonable costs, including round-trip airplane tickets and reasonable incurred by any Director or his proxy for attending a Board meeting and for perfor assigned by the Board, shall be reimbursed by the Company.? Remuneration and other Director unrelated to Company business shall not be borne by the Company.? If a Di position as a manager or staff employee in the Company, he shall be compensated by to that position.?(j)??????? Each Director shall have one vote.?????? Secretary??????????? Minutes of Board meetings shall be signed by the chairman at the next after having been confirmed as a true and correct record of the prior meeting by a Directors present at the prior meeting in person, by telephone or by proxy.? In orsmooth conduct of Board business, the chairman or, in the chairman’s absence, a D the chairman to act on his behalf, may appoint a secretary for the purpose of any duties of the secretary shall include taking minutes of the meeting, translating o translation of documents, and delivering documents relating to the meeting to the Board meetings shall be kept in Korean and also Chinese if requested by any Direct file at the Company’s head office.Article 8???? - Management Organization?????? Management Organisation(a)?????? The Board of Directors of the Company shall establish a management organ be responsible to and under the leadership of the Board and in charge of the day-t management of the Company.? Unless otherwise decided by the Board, the operation a organisation shall be made of one general manager, one deputy general manager and officer (collectively, the “Senior Corporate Officers”).?(b)?????? The appointment of the Senior Corporate Officers and their remuneration approved by a majority affirmative vote of the Directors present at a meeting of t telephone or by proxy.?(c)?????? The term of office for the Senior Corporate Officers shall be four years renewed.(d)?????? If any of the Senior Corporate Officers shall resign, retire, become inc removed from office by the Board of Directors, the Board shall appoint a replaceme(e)?????? The Board of Directors may remove any Senior Corporate Officer at any ti any employment or service contract between the Company and such Senior Corporate O prejudice to the Senior Corporate Officer’s compensation for termination (if any)(f)??????? The chairman of the Board of Directors and other Directors may concurre Corporate Officer as well as any other officer of the Company.?????? Responsibilities and Powers of Senior Corporate Officers(a)?????? The Board of Directors shall have the power by majority decision to dete change in any way the power, responsibility and authority of the Senior Corporate Corporate Officers shall implement the decisions of the Board of Directors without(b)?????? Subject to any qualifications and limitations as may be set by the Board the general manager shall be responsible for the daily management and operation of deputy general manager shall, under the leadership of the general manager, assist the daily management and operation of the Company; and the chief financial officerleadership of the general manager, be responsible for the financial and accounting Company.(c)?????? The general manager shall prepare the annual business plan and budget fo approval.? Unless the Board shall decide otherwise, the general manager shall subm business plan and budget to the Board for approval no later than two months prior the fiscal year.?????? Non-competition(a)?????? No Senior Corporate Officers shall in any way serve for, or act for the of, any other person, company, unit, entity or organisation or participate in any by such person, company, entity, unit or organisation which may, directly or indir compete with the interest or business of the Company or the Investor Group in Chin purposes of these Articles “Investor Group” means the group constituted by the I subsidiaries, its holding companies, and subsidiaries of its holding companies.(b)?????? All other management personnel of the Company shall be forbidden from co or working at any other company, unit, entity or organisation whatsoever unless au general manager and approved or ratified by the Board.? Any personnel in violation shall be subject to immediate dismissal by the general manager unless the Board sh ?????? DismissalAny Senior Corporate Officer who misuses or abuses his position for personal ends, bribery in connection with the Company’s business, acts in violation of any Board acts in any way in competition with the Company as prohibited hereunder, is seriou duties, or fails to perform any assigned tasks without due cause shall be dismisse Directors without any compensation.? Upon such dismissal, the Board shall immediat replacement.? Any other management personnel who engage in such improper activitie dismissed by the general manager.Article 9???? - Labour Management?????? Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreign inves shall have complete authority over the hiring and dismissal of its employees.? The employment, discipline, dismissal and resignation of the employees of the Company salaries, insurance, welfare benefits and other matters shall be handled in accordPRC laws.?????? Labour ContractThe Company shall conclude individual employment contracts with staff and workers shall file such contracts with the Labour Department for the record.?????? Labour PlanThe labour plan, including the number of employees of the Company and the job desc prepared and determined by the general manager.? The employees of the Company shal strictly observe the rules and regulations of the Company.? The Company shall recr such number of employees as is necessary for its operations.? Increase or decrease of employees of the Company, due to such factors as expansion or reduction of busi decreased efficiency, shall require the approval of the general manager.?????? Labour and Personnel Policies(a)?????? Matters such as employment, dismissal, resignation, wages, insurance, we and discipline of staff and workers of the Company as well as title to and the rig copyright protection, patent protection and other rights regarding inventions and the course of employment shall be set by decision of the Board and stipulated in t personnel policies of the Company and the labour contracts between the Company and(b)?????? The initial labour and personnel policies of the Company shall be prepar manager for approval by the Board.? These policies shall be consistent with applic regulations of China.(c)?????? The general manager shall implement hiring policies whereby all PRC empl shall be selected on the basis of examination and shall have the most competitive qualifications.? In this regard, upon the receipt of necessary approvals, the Comp personnel from any where within China and, if necessary, from foreign countries.(d)?????? The Company shall sign non-competition and confidentiality agreements wi accordance with the principles herein.??????? Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the p the degree of seriousness of the case, give warnings, record demerits, deduct wage otherwise remove, any staff member or worker appointed by him who has violated thecontract or the rules, regulations or labour discipline of the Company or applicabArticle 10 - ?? Trade UnionThe staff and workers of the Company may establish a trade union in accordance wit People’s Republic of China on Wholly Foreign-Owned Enterprises and the Trade Unio Activities of the trade union shall be conducted after normal working hours, shall the normal operations of the Company and shall conform with the relevant regulatio is established by the staff and workers of the Company, the Company shall pay two total amount of wages received by the employees of the Company into the Company’s such trade union’s use in accordance with applicable laws of the PRC on the manag funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits???? Taxes(a)?????? The Company shall pay taxes in accordance with relevant PRC laws and reg shall apply for all preferential tax and customs treatment available under the PRC (b)?????? The Company shall apply for all reductions of or exemptions from relevan other levies which are now available or will become available for such wholly fore such as the Company or for the Investor under any laws and regulations of the PRC. ???? Finances(a)?????? The financial and accounting affairs of the Company shall be handled con financial and accounting affairs of the Investor Group to the extent not inconsist Investment Enterprise Accounting System of the PRC and Financial Administration Ru Investment Enterprises of the PRC, which are formulated by the Ministry of Finance Company shall pay all taxation according to relevant laws and regulations of the P (b)?????? The fiscal year of the Company shall start on January 1 of each calendar December 31 of the same year.? The last fiscal year of the Company shall start on of termination or expiration and end on the date of termination or expiration of t (c)?????? The Company shall adopt the internationally recognized accrual basis and accounting system.? All accounting records, vouchers, books and statements of the prepared and kept both in Chinese and, if necessary, Korean as well.? The Company the base bookkeeping currencies for its financial statements.? The annual, quarter shall be approved and jointly signed by the general manager and the chief financia prepared and kept in both Chinese and Korean.? The chief financial officer shall b formulating the accounting and administrative measures regarding the Company’s fi shall be submitted to the Board for approval.????? AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Grou selected by the Board to examine and verify the accounts and books of the Company months following the end of each fiscal year.? The annual audit report issued by s submitted to the Board.? The Company shall make available all of its accounting bo such auditor and provide convenience for the auditing.???? Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount fro profits to be allocated into the Company’s reserve fund, enterprise expansion fun bonus and welfare fund to be set up in accordance with PRC laws and regulations.? to and prescription of any limit for the aforesaid funds to be paid out of the aft shall be determined by the Board in light of the business and financial conditions ???? Distribution of Profits(a)??? The Board of Directors may distribute the profits of the Company as and whe appropriate.(b)??? If the Company carries any loss from any previous year, the profits of the first be used to cover such loss.? No profits shall be distributed or re-invested deficits from any previous years is fully made up.? Any distributable profits reta and carried over from any previous years that are not re-invested may be distribut distributable profits of the current year.Article 12 - ?? Bank Accounts and Foreign Exchange??? AccountsThe Company shall open Renminbi deposit accounts and foreign exchange deposit acco institutions in China.? The Company may also open foreign exchange deposit account financial institutions in foreign countries as designated by the Board of Director Examination and Approval Authority, if required.??? Foreign Exchange(a)?????? The Company shall handle its foreign exchange matters in accordance with foreign exchange laws and regulations.(b)?????? In order to balance the foreign exchange needs of the Company, the Compa measure and engage in any activity permitted under Chinese law.(c)?????? The Company shall use its foreign exchange according to the following protherwise 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(iii)???? Payment for any administrative expenses the Company incurs which require payment;(iv)????? Payment of loan principal and interest and related obligations requiring payment;(v)?????? Payment of profit and dividends to the Investor; and(vi)????? Payment to the Investor of proceeds from liquidation of assets pursuant Article .???? Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Inve achieve a balance of foreign exchange expenditures and income.Article 13 - ?? Term??? TermThe duration of the Company shall commence on the date of the issuance of the Comp License and continue for a period of thirty (30) years, unless earlier terminated provided herein (“Term”).????? ExtensionAfter having been unanimously approved by the Board of Directors or as directed by written application for the extension of duration of the Term of the Company shall Examination and Approval Authority six (6) months prior to the expiration date of Company.Article 14 - ?? Early Termination??? Events of TerminationUpon the occurrence of any of the following events, the Company shall be terminate accordingly:(a)?????? The Term of the Company expires and is not extended.(b)?????? The Company has sustained heavy losses for five (5) consecutive years? a unable to achieve its business goals according to the Investor’s discre tion.(c)?????? The total or partial operation of the Company is prevented by any unfore unavoidable event or circumstances beyond the control of the Company including but storm, typhoon, flood, earthquake, explosion, war and serious strikes or work stri 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 PRC laws and regulations and damages to the public interest.(f)??????? The Investor decides to terminate the Company before the expiry of the(g)?????? Other causes for termination stipulated herein.?? Examining and Approval AuthorityUnder any of the circumstances stipulated as items (b), (c), (d) and (f) of Articl submit an application to the Examination and Approving Authority for approval to t The termination date of the Company shall be the date on which the termination app Examination and Approving Authority.??? NoticeIn case that the Company terminates in accordance with the provisions specified as (f) and (g) of Article , it shall, within fifteen (15) days after the termination announcement and notify its creditors; and submit, fifteen (15) days after the dat announcement of termination, the procedures and principles of liquidation, and the liquidation committee to the Examination and Approving Authority for approval of lArticle 15 - ?? Liquidation??? Liquidation(a)?????? Upon the scheduled expiration of Term (including any extension thereof) termination of the Company in accordance with Article 14 of these Articles of Asso Directors shall immediately adopt a unanimous resolution to liquidate the Company, procedures, establish a liquidation committee and notify the Examination and Appro other related government agencies the liquidation of the Company.?(b)?????? The liquidation of the Company shall be handled in accordance with appli regulations.? The liquidation committee shall be composed of three (3) persons app Investor.? In case any person so appointed cannot serve, a replacement shall be ap(10) days.? The Board of Directors shall thereupon submit the list of the three (3 liquidation committee to the Examination and Approval Authority for examination an(c)?????? Upon receipt of a written favourable response from the Examination and A if the Examination and Approval Authority does not respond within seven (7) days f submission of the list of liquidation committee members, the liquidation committee immediately.? The liquidation committee shall be fully responsible for the work se laws and regulations.(d)?????? The Board of Directors shall within fifteen (15) days of receipt of the liquidation committee, approve the liquidation plan of the liquidation committee.?(e)?????? The liquidation committee shall use its best efforts to obtain the highe the assets and to maximize foreign exchange proceeds.?(f)??????? After the settlement of all payments in accordance with paragraphs (i) 15(h), the remaining proceeds of liquidation, if any, shall be paid over to the In(g)?????? Upon completion of liquidation of the Company, the liquidation committee liquidation proceedings wind-up report to the Board of Directors for approval and Examination and Approval Authority for the record and carry out the necessary proc Company’s tax registration, cancel its business registration and return its Busin register with the custom, s authorities.(h)?????? The Company shall use all of its assets to satisfy its debts and liabili liquidation, the Company’s assets shall be dealt with according to the following requires otherwise:(i)??????? payment of all liquidation expenses;(ii)?????? payment of all wages and salaries and insurance and welfare benefits re 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 owe(v)?????? payment to the Investor of any remaining assets.(i)??????? During the period of liquidation, the liquidation committee shall repre any legal proceedings.Article 16 - InsuranceThe Company shall, at all times during the operation of the Company, procure and m adequate insurance coverage in a manner prudent and advisable for such enterprises。
公司章程(英文版)
Memorandum of Association公司章程核心提示：MEMORANDUM OF ASSOCIATION OF BBB THE COMPANIES ACTS _________(YEAR) TO_________(YEAR) PRIV A TE COMPANY LIMITED BY SHARES As amended by Special Resolution passed on_________,_________,_________(M,D,Y) 1. The Company's name is AAA. 2. The Company's rMEMORANDUM OF ASSOCIATIONOFBBBTHE COMPANIES ACTS _________(YEAR) TO _________(YEAR)PRIVATE COMPANY LIMITED BY SHARESAs amended by Special Resolution passed on _________,_________,_________(M,D,Y)1. The Company's name is "AAA".2. The Company's registered office is to be situated in England and Wales.3. (i) The object of the Company is to carry on business as a general commercialcompany.(ii) Without prejudice to the generality of the object and the powers of the Company derived from Section 3A of the Act the Company has power to do all or any of the following things:-(a) To purchase or by any other means acquire and take options over any propertywhatever, and any rights or privileges of any kind over or in respect ofany property.(b) To apply for, register, purchase, or by other means acquire and protect,prolong and renew, whether in the United Kingdom or elsewhere any patents,patent rights, brevets d'invention, licences, secret processes, trademarks, designs, protections and concessions and to disclaim, alter, modify,use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.(c) To acquire or undertake the whole or any part of the business, goodwill,and assets of any person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutualassistance with any such person, firm, or company, or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired,any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.(d) To improve, manage, construct, repair, develop, exchange, let on lease orotherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.(e) To invest and deal with the moneys of the Company not immediately requiredin such manner as may from time to time be determined and to hold or otherwise deal with any investments made.(f) To lend and advance money or give credit on any terms and with or withoutsecurity to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, theCompany), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoingany such holding company, subsidiary, fellow subsidiary or associated company as aforesaid).(g) To borrow and raise money in any manner and to secure the repayment of anymoney borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company's property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.(h) To draw, make, accept, endorse, discount, negotiate, execute and issuecheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.(i) To apply for, promote, and obtain any Act of Parliament, order, or licenceof the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests.(j) To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.(k) To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations orsecurities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.(l) To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies.(m) To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.(n) To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for suchconsideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.(o) To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub- contracts.(p) To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment to him or them of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.(q) To distribute among the Members of the Company in kind any property of the Company of whatever nature.(r) To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing thesubscription of any shares or other securities of the Company.(s) To support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its Directors or employees, or may be connected with any town or place where the Company carries on business; to give or award pensions, annuities, gratuities, and superannuation or otherallowances or benefits or charitable aid and generally to provideadvantages, facilities and services for any persons who are or have been Directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependents of such persons; to make payments towards insurance including insurance for any Director, officer or Auditor against any liability as is referred to in Section 310(1) of the Act; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and otherrelatives and dependents; and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of any of the employees of the Company or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such purchase schemes to be established or maintained.(t) Subject to and in accordance with a due compliance with the provisions of Sections 155 to 158 (inclusive) of the Act ( if and so far as such provisions shall be applicable), to give, whether directly or indirectly, any kind of financial assistance (as defined in Section 152(1)(a) of the Act) for any such purpose as is specified in Section 151(1) and/or Section 151(2) of the Act.(u) To procure the Company to be registered or recognised in any part of the world.(v) To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by orthrough agents, brokers, sub-contractors or otherwise and either aloneor in conjunction with others.(w) To do all such other things as may be deemed incidental or conducive to the attainment of the Company's object or of any of the powers given toit by the Act or by this Clause.AND so that:(a) None of the provisions set forth in any sub-clause of this Clause shall berestrictively construed but the widest interpretation shall be given to each such provision, and none of such provisions shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other provision set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause, or by reference to or inference from the name of the Company.(b) The word "Company" in this Clause, except where used in reference to the Company,shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.(c) In this Clause the expression "the Act" means the Companies Act_________(YEAR), but so that any reference in this Clause to any provisionof the Act shall be deemed to include a reference to any statutorymodification or re- enactment of that provision for the time being inforce.4. The liability of the Members is limited.5. The Company's share capital is (Pounds)_________ divided into _________ sharesof (Pounds)_________ each.We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum; and we agree to take the number of shares shown opposite our respective names.NAME AND ADDRESSES OF SUBSCRIBERS NUMBER OF SHARES TAKEN BY EACHSUBSCRIBERCAddress: _________ _________2.DDDAddress: _________ _________Total shares taken _________Dated the day of _________Witness to the above Signatures:Address: _________Its:_________THE COMPANIES ACTS _________(YEAR) TO _________(YEAR)PRIV ATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATION OFBBBAs amended by Special Resolution passed on _________,_________,_________(M,D,Y) PRELIMINARY1. (a) The Regulations contained in Table A in the Schedule to the Companies (TablesA to F) Regulations _________(YEAR) (SI _________(YEAR) No _________) as amendedby the Companies (Tables A to F) (Amendment) Regulations _________(YEAR) (SI _________(YEAR) No _________) (such Table being hereinafter called "Table A") shall apply to the Company save in so far as they are excluded or varied hereby and such Regulations (save as so excluded or varied) and the Articles hereinafter contained shall be the regulations of the Company.(b) In these Articles the expression "the Act" means the Companies Act_________(YEAR), but so that any reference in these Articles to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.ALLOTMENT OF SHARES2. (a) Shares which are comprised in the authorised share capital with which theCompany is incorporated shall be under the control of the Directors who may (subject to Section 80 of the Act and to paragraph (d) below) allot, grant options over or otherwise dispose of the same, to such persons, on such terms and in such manner as they think fit.(b) All shares which are not comprised in the authorised share capital with which the Company is incorporated and which the Directors propose to issue shall first be offered to the Members in proportion as nearly as may be to the number the existing shares held by them respectively unless the Company in General Meeting shall by Special Resolution otherwise direct. The offer shall be made by notice specifying the number of shares offered, and limiting a period (not being less than fourteen days) within which the offer, if not accepted, will be deemed to be declined. After the expiration of that period, those shares so deemed to be declined shall be offered in the proportion aforesaid to the persons who have, within the said period, accepted all the shares offered to them; such further offer shall be made in like terms in the same manner and limited by a like period as the original offer. Any shares not accepted pursuant to such offer or further offer as aforesaid or not capable of being offered as aforesaid except by way of fractions and any shares released from the provisions of this Article by any such Special Resolution as aforesaid shall be under the control of the Directors, who may allot, grant options over or otherwise dispose of the same to such persons, on such terms, and in such manner as they think fit, provided that, in the case of shares not accepted as aforesaid, such shares shall not be disposed of on terms which are more favourable to the subscribers therefor than the terms on which they were offered to the Members. The foregoing provisions of this paragraph (b) shall have effect subject to Section 80 of the Act.(c) In accordance with Section 91(1) of the Act Sections 89(1) and 90(1) to (6) (inclusive) of the Act shall not apply to the Company.(d) The Directors are generally and unconditionally authorised for the purposes of Section 80 of the Act, to exercise any power of the Company to allot and grant rights to subscribe for or convert securities into shares of the Company up to the amount of the authorised share capital with which the Company is incorporated at any time or times during the period of five years from the date of incorporation and the Directors may, after that period, allot any shares or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the Company within that period. The authority hereby given may at any time (subject to the said Section 80) be renewed, revoked or varied by Ordinary Resolution of the Company in General Meeting.SHARES3. The lien conferred by Clause 8 in Table A shall attach also to fully paid- upshares, and the Company shall also have a first and paramount lien on all shares, whether fully paid or not, standing registered in the name of any person indebted or under liability to the Company, whether he shall be the sole registered holder thereof or shall be one of two or more joint holders, for all moneys presently payable by him or his estate to the Company. Clause 8 in Table A shall be modified accordingly.4. The liability of any Member in default in respect of a call shall be increasedby the addition at the end of the first sentence of Clause 18 in Table A of the words "and all expenses that may have been incurred by the Company by reason of such non-payment".GENERAL MEETINGS AND RESOLUTIONS5. (a) Every notice convening a General Meeting shall comply with the provisionsof Section 372(3) of the Act as to giving information to Members in regard to their right to appoint proxies; and notices of and other communications relating to any General Meeting which any Member is entitled to receive shall be sent to the Directors and to the Auditors for the time being of the Company.(b)No business shall be transacted at any General Meeting unless a quorum is present. Subject to paragraph (c) below two persons entitled to vote upon the business to be transacted, each being a Member or a proxy for a Member or a duly authorised representative of a corporation, shall be a quorum.(c)If and for so long as the Company has only one Member, that Member present in person or by proxy or if that Member is a corporation by a duly authorised representative shall be a quorum.(d)If a quorum is not present within half an hour from the time appointed for a General Meeting the General Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine; and if at the adjourned General Meeting a quorum is not present within half an hour from the time appointed therefor such adjourned General Meeting shall be dissolved.(e)Clauses 40 and 41 in Table A shall not apply to the Company.6. (a) If and for so long as the Company has only one Member and that Member takesany decision which is required to be taken in General Meeting or by means ofa written resolution, that decision shall be as valid and effectual as if agreedby the Company in General Meeting save that this paragraph shall not apply to resolutions passed pursuant to sections 303 and 391 of the Act.(b) Any decision taken by a sole Member pursuant to paragraph (a) above shall be recorded in writing and delivered by that Member to the Company for entry in the Company's Minute Book.APPOINTMENT OF DIRECTORS7. (a) Clause 64 in Table A shall not apply to the Company.(b) The maximum number and minimum number respectively of the Directors may be determined from time to time by Ordinary Resolution in General Meeting of the Company. Subject to and in default of any such determination there shall be no maximum number of Directors and the minimum number of Directors shall be one. Whensoever the minimum number of Directors shall be one, a sole Director shall have authority to exercise all the powers and discretions by Table A and by these Articles expressed to be vested in the Directors generally, and Clause 89 in Table A shall be modified accordingly.(c) The Directors shall not be required to retire by rotation and Clauses 73 to 80 (inclusive) in Table A shall not apply to the Company.(d) No person shall be appointed a Director at any General Meeting unless either:(i) he is recommended by the Directors; or(ii) not less than fourteen nor more than thirty-five clear days before the date appointed for the General Meeting, notice signed by a Memberqualified to vote at the General Meeting has been given to the Companyof the intention to propose that person for appointment, together withnotice signed by that person of his willingness to be appointed.(e) Subject to paragraph (d) above, the Company may by Ordinary Resolution in General Meeting appoint any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director.(f) The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number determined in accordance with paragraph (b) above as the maximum number of Directors and for the time being in force.(g) In any case where as the result of the death of a sole Member of the Company the Company has no Members and no Directors the personal representatives of such deceased member shall have the right by notice in writing to appoint a person to be a Director of the Company and such appointment shall be as effective as if made by the Company in General Meeting pursuant to paragraph (e) of this Article.BORROWING POWERS8. The Directors may exercise all the powers of the Company to borrow money withoutlimit as to amount and upon such terms and in such manner as they think fit, and subject (in the case of any security convertible into shares) to Section80 of the Act to grant any mortgage, charge or standard security over itsundertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.ALTERNATE DIRECTORS9. (a) An alternate Director shall not be entitled as such to receive any remunerationfrom the Company, save that he may be paid by the Company such part (if any)of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, and the first sentence of Clause 66 in Table A shall be modified accordingly.(b) A Director, or any such other person as is mentioned in Clause 65 in Table A, may act as an alternate Director to represent more than one Director, and an alternate Director shall be entitled at any meeting of the Directors or of any committee of the Directors to one vote for every Director whom he represents in addition to his own vote (if any) as a Director, but he shall count as only one for the purpose of determining whether a quorum is present.GRATUITIES AND PENSIONS10. (a) The Directors may exercise the powers of the Company conferred by Clause3(ii)(s) of the Memorandum of Association of the Company and shall be entitled to retain any benefits received by them or any of them by reason of the exercise of any such powers.(b) Clause 87 in Table A shall not apply to the Company.PROCEEDINGS OF DIRECTORS11. (a) A Director may vote, at any meeting of the Directors or of any committeeof the Directors, on any resolution, notwithstanding that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution as aforesaid his vote shall be counted; and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the meeting.(b) Clauses 94 to 97 (inclusive) in Table A shall not apply to the Company.THE SEAL12. (a) If the Company has a seal it shall only be used with the authority of theDirectors or of a committee of Directors. The Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Director and by the Secretary or second Director. The obligation under Clause 6 of Table A relating to the sealing ofshare certificates shall apply only if the Company has a seal. Clause 101 of Table A shall not apply to the Company.(b) The Company may exercise the powers conferred by Section 39 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.INDEMNITY13. (a) Every Director or other officer or Auditor of the Company shall be indemnifiedout of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, or in connection with any application under Section 144 or Section 727 of the Act in which relief is granted to him by the Court, and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto.But this Article shall only have effect in so far as its provisions are not avoided by Section 310 of the Act.(b) The Directors shall have power to purchase and maintain for any Director, officer or Auditor of the Company insurance against any such liability as is referred to in Section 310(1) of the Act.(c) Clause 118 in Table A shall not apply to the Company.TRANSFER OF SHARES14. The Directors may, in their absolute discretion and without assigning any reasontherefor, decline to register the transfer of a share, whether or not it isa fully paid share, and the first sentence of Clause 24 in Table A shall notapply to the Company.NAMES AND ADDRESSES OF SUBSCRIBERS1. CCCAddress: _________2. DDDAddress: _________Dated this _________ day of _________ Witness to the above signatures Address: _________Its:_________。
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Articles of AssociationOfChongqing, ChinaDate: [ ], 2005Table of ContentsArticle 1 - Name of Company (3)Article 2 - Name of Investor (3)Article 3- The Company (3)Article 4- Purpose and Scope of Business of the Company (4)Article 5- Total Amount of Investment and Registered Capital (4)Article 6- Encumbrance of Investment (5)Article 7- Board of Directors (5)Article 8- Management Organisation (9)Article 9- Labour Management (11)Article 10 -Trade Union (12)Article 11 - Taxes, Finance, Audit and Distribution of Profits (12)Article 12 -Bank Accounts and Foreign Exchange (14)Article 13 -Term (15)Article 14 -Early Termination (15)Article 15 -Liquidation (16)Article 16 - Insurance (18)Article 17 - Rules and Regulations (18)Article 18 -Miscellaneous (18)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.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 Company3.1 Legal PersonThe Company shall be a legal person under the laws of the PRC subject to theprotection and jurisdiction of PRC law. All of the activities of the Companyshall comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe 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 otherobligations whatsoever of the Company shall be limited to the registered capital of the Company.3.3 Date of EstablishmentThe date of the establishment of the Company shall be the date on which theCompany is issued its Business License.3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in thePRC and abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any othergovernmental 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 Company4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation andtechnical exchange, to improve and promote retail services in Chongqing andother cities in China by adopting advanced and appropriate technologies andscientific management methods and to bring satisfactory economic benefits tothe investor.4.2Business Scope(The business scope mentioned above shall be subject to the approval of therelated industrial and commercial authority.)Article 5 - Total Amount of Investment and Registered Capital5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 Contribution to Registered CapitalInvestor’s contribution to the registered capital of the Company shall be incash. The registered capital of the Company shall be paid by the Investor ininstalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date ofEstablishment. The balance of the registered capital shall be fully paid withthree (3) years after the Date of Establishment according to relevant Chineselaws and regulations.5.4 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 capitalverification report. The Company shall then issue an investment certificate tothe Investor evidencing the contribution by the Investor on the basis of suchreport.5.5 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 fromdomestic and/or foreign financial institutions.5.6 Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in theCompany 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 theBoard and submitted, if required by law, to the Examination and ApprovalAuthority for approval. Upon receipt of such approval, the Company shallregister the changes in the registered capital and/or total amount of investmentwith the original department of administration of industry and commerce. Article 6 - Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose of allor any part of its registered capital in the Company upon the unanimousapproval of the Board of Directors and the carrying out procedure to changeregistration with the original registration body.Article 7 - Board of Directors7.1 Formation of Board(a) Th e date of issuance of the Company’s Business License shall be the dateof the establishment of the Board of Directors (“Board”).(b) The Board of Directors shall be composed of three (3) Directors whoshall be all appointed by the Investor. The Directors shall each have aterm of office of four (4) years, and each shall be eligible for consecutiveterms of office upon reappointment by the Investor. Any vacancy createdin the Board of Directors shall be immediately filled by the Investor. TheInvestor may at any time remove with or without cause any Director andappoint in lieu thereof any other person to serve the remainder of theremoved Director’s term. The Investor will appoint the chairman of theboard from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legalrepresentative of the Company and shall have the power to represent andact on behalf of the Company. Whenever the chairman is unable or failsto discharge his duties, the Director having served the longest on theBoard 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 andshall have the right to make decisions on all matters of the Company.(b) Resolutions involving the following matters shall be adopted only by theunanimous affirmative vote of all Directors present in person, bytelephone 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 ofinvestment;(iii) merger of the Company with any other economic organisation;and(iv) termination, dissolution or liquidation of the Company, or filingfor debtor relief or other related protection by or on behalf of theCompany under the Chinese bankruptcy laws or analogous laws orregulations.(c) Resolutions involving the following matters shall be subject to andadopted by the simple majority affirmative vote of all Directors present inperson, by telephone or by proxy at a duly convened Board meeting:(i) issuance of any guarantees for the payment obligations of anyperson or entity or the making of any other financingarrangements, the amount of which is more than RMB 1 million;(ii) mortgage, pledge or granting of a security interest or other typesof liens in any building, office space or other fixed assets orcapital equipment of the Company, the amount of which is morethan RMB 1 million;(iii)loan and/or borrowing, the amount of which is more than RMB 1million;(iv)rental agreements, the amount of which is more than RMB 1million;(v)investment and/or disposal of tangible and intangible assets, theamount of which is more than RMB 1 million;(vi)addition of items to or change of the scope of business of theCompany;(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 eachof their scope of authority;(xi) approval of remuneration and benefits of the general manager,deputy general manager and chief financial officer under Article8.1(b);(xii) approval of equity investment with the amount more than RMB 1million by the Company ;(xiii) contribution, use or expenditure of the general reserve fund, thebonus and welfare fund and the enterprise expansion fund to beestablished under PRC law;(xiv) approval of the annual business plan and annual budget of theCompany;(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 dateof the issuance of the Business License.(b) The Board shall meet at least once a year. Board meetings shall be heldat the legal address of the Company unless otherwise determined by theBoard of Directors. Two-thirds of all of the Directors shall constitute aquorum for any Board meeting. If at any properly convened meeting, noquorum is present, then the Board shall reconvene at the same time andplace one week later unless otherwise notified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings andshall be responsible for convening and presiding over such meetings. (d) The chairman of the Board shall call an interim meeting of the Boardunder a request therefor from no fewer than one Director specifying thematters to be discussed, and shall notify all Directors in writing theagenda and subject of the meeting.(e) The chairman of the Board shall send written notice to all Directors atleast fourteen (14) days prior to any regular, seven (7) days in the case ofan interim meeting to be held, stating the agenda, time and place of themeeting. Such notice may, however, be waived by the unanimousconsent 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 shallbe convened no less than fourteen (14) days and no more than twentyeight (28) days from the date of issuance of the notice in the case of aregular meeting, and no less than seven (7) days and no more thanfourteen (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, hemay appoint a proxy in writing by mail or facsimile or hand-delivery tobe present and to vote at the meeting on his behalf. A proxy mayrepresent one or more Directors. A proxy shall have the same rights andpowers as the Director who appointed him.(g) Board resolutions may also be passed through a written circular vote viamail or facsimile exchange. Such written resolutions shall be filed withthe minutes of the Board and shall have the same force and effect as avote taken by the Directors physically present at a meeting.(h) Board meetings may also be held by telephone or other electronic audiomeans such that everyone can hear each other at all times andparticipation by a Director or his proxy in a meeting by such means shallconstitute presence of such Director or his proxy in person at a meeting.(i) Directors shall serve as Directors without remuneration unless otherwiseapproved by the Board. All reasonable costs, including round-tripairplane tickets and reasonable accommodation incurred by any Directoror his proxy for attending a Board meeting and for performance of dutiesassigned 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 becompensated by the Company according to that position.(j) Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meetingof 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 Boardbusiness, the chairman or, in the cha irman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of anyBoard meeting. The duties of the secretary shall include taking minutes of themeeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetingsshall be kept in Korean and also Chinese if requested by any Director, and beplaced on file at the Company’s head office.Article 8 - Management Organisation8.1 Management Organisation(a) The Board of Directors of the Company shall establish a managementorganisation, which shall be responsible to and under the leadership ofthe Board and in charge of the day-to-day operation and management ofthe Company. Unless otherwise decided by the Board, the operation andmanagement organisation shall be made of one general manager, onedeputy general manager and one chief financial officer (collectively, the“Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remunerationand benefits shall be approved by a majority affirmative vote of theDirectors present at a meeting of the Board in person, by telephone or byproxy.(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, becomeincapacitated, or is removed from office by the Board of Directors, theBoard shall appoint a replacement.(e) The Board of Directors may remove any Senior Corporate Officer at anytime, notwithstanding any employment or service contract between theCompany and such Senior Corporate Officer but without prejudice to theSenior Corporate Officer’s compensation for termi nation (if any).(f) The chairman of the Board of Directors and other Directors mayconcurrently serve as a Senior Corporate Officer as well as any otherofficer of the Company.8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision todetermine, qualify, and change in any way the power, responsibility andauthority of the Senior Corporate Officers. The Senior CorporateOfficers shall implement the decisions of the Board of Directors withoutany condition.(b) Subject to any qualifications and limitations as may be set by the Boardfrom time to time, the general manager shall be responsible for the dailymanagement and operation of the Company; the deputy general managershall, under the leadership of the general manager, assist the generalmanager in the daily management and operation of the Company; and thechief 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 budgetfor each year for Board approval. Unless the Board shall decideotherwise, the general manager shall submit each year’s business planand budget to the Board for approval no later than two months prior tothe commencement of the fiscal year.8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for thebenefit or interest of, any other person, company, unit, entity ororganisation 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 theInvestor Group in China, and for the p urposes of these Articles “InvestorGroup” means the group constituted by the Investor, its subsidiaries, itsholding companies, and subsidiaries of its holding companies.(b) All other management personnel of the Company shall be forbidden fromconcurrently serving for or working at any other company, unit, entity ororganisation whatsoever unless authorized by the general manager andapproved or ratified by the Board. Any personnel in violation of suchprohibition shall be subject to immediate dismissal by the generalmanager unless the Board shall decide otherwise.8.4 DismissalAny Senior Corporate Officer who misuses or abuses his position for personalends, 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 competitionwith the Company as prohibited hereunder, is seriously derelict in his duties, orfails to perform any assigned tasks without due cause shall be dismissed by theBoard of Directors without any compensation. Upon such dismissal, the Boardshall immediately appoint a replacement. Any other management personnel who engage in such improper activities shall be immediately dismissed by the general manager.Article 9 - Labour Management9.1 Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreigninvestment enterprises and shall have complete authority over the hiring anddismissal of its employees. The recruitment, employment, discipline, dismissaland 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 ContractThe Company shall conclude individual employment contracts with staff andworkers directly. The Company shall file such contracts with the LabourDepartment for the record.9.3 Labour PlanThe labour plan, including the number of employees of the Company and the job descriptions, shall be prepared and determined by the general manager. Theemployees of the Company shall be required to strictly observe the rules andregulations of the Company. The Company shall recruit and employ only suchnumber of employees as is necessary for its operations. Increase or decrease inthe total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require theapproval 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 theCompany as well as title to and the right to apply for copyrightprotection, patent protection and other rights regarding inventions andworks of authorship in the course of employment shall be set by decisionof the Board and stipulated in the labour and personnel policies of theCompany and the labour contracts between the Company and theemployees.(b) The initial labour and personnel policies of the Company shall beprepared by the general manager for approval by the Board. Thesepolicies shall be consistent with applicable laws and regulations of China.(c) The general manager shall implement hiring policies whereby all PRCemployees of the Company shall be selected on the basis of examinationand shall have the most competitive merits and qualifications. In thisregard, upon the receipt of necessary approvals, the Company may hirequalified personnel from any where within China and, if necessary, fromforeign countries.(d) The Company shall sign non-competition and confidentiality agreementswith its employees in accordance with the principles herein.9.5 Power of General ManagerSubject 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 memberor 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. Article 10 - T rade UnionThe staff and workers of the Company may establish a trade union inaccordance with the Law of the People’s Republic of China on Wholly Fo reign-Owned Enterprises and the Trade Union Law of the PRC. Activities of thetrade union shall be conducted after normal working hours, shall not interferewith the normal operations of the Company and shall conform with the relevantregulations. If a trade union is established by the staff and workers of theCompany, the Company shall pay two percent (2%) of the total amount ofwages received by the employees of the Company into the Company’s tradeunion fund for such trade union’s use in accordance wit h applicable laws of thePRC on the management of trade union funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits11.1 Taxes(a) The Company shall pay taxes in accordance with relevant PRC laws andregulations. The Company shall apply for all preferential tax andcustoms treatment available under the PRC law.(b) The Company shall apply for all reductions of or exemptions fromrelevant taxes, duties and other levies which are now available or willbecome available for such wholly foreign owned enterprises such as theCompany 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 handledconsistently with the financial and accounting affairs of the InvestorGroup to the extent not inconsistent with the Foreign InvestmentEnterprise Accounting System of the PRC and Financial AdministrationRules of Foreign Investment Enterprises of the PRC, which areformulated by the Ministry of Finance of the PRC. The Company shallpay 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 calendaryear and end on December 31 of the same year. The last fiscal year of theCompany shall start on January 1 of the year of termination or expirationand end on the date of termination or expiration of the Company.(c) The Company shall adopt the internationally recognized accrual basis anddebit and credit accounting system. All accounting records, vouchers,books and statements of the Company shall be prepared and kept both inChinese and, if necessary, Korean as well. The Company shall useRenminbi as the base bookkeeping currencies for its financial statements.The annual, quarterly and monthly reports shall be approved and jointlysigned by the general manager and the chief financial officer and shall beprepared and kept in both Chinese and Korean. The chief financialofficer shall be responsible for formulating the accounting anda dministrative measures regarding the Company’s financial affairs, whichshall be submitted to the Board for approval.11.3 AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the Board to examine and verify the accountsand books of the Company within three (3) months following the end of eachfiscal 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 andrecords to such auditor and provide convenience for the auditing.11.4 Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine theamount from the after-tax net profits to be allocated into the Company’s reser vefund, 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 andfinancial conditions of the Company.11.5 Distribution of Profits(a) The Board of Directors may distribute the profits of the Company as andwhen they deem appropriate.(b) If the Company carries any loss from any previous year, the profits of thecurrent year shall first be used to cover such loss. No profits shall bedistributed or re-invested unless and until all deficits from any previousyears is fully made up. Any distributable profits retained by the Companyand carried over from any previous years that are not re-invested may bedistributed together with the distributable profits of the current year. Article 12 - B ank Accounts and Foreign Exchange12.1 AccountsThe Company shall open Renminbi deposit accounts and foreign exchangedeposit accounts with financial institutions in China. The Company may alsoopen foreign exchange deposit accounts with foreign financial institutions inforeign 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 accordancewith applicable PRC foreign exchange laws and regulations.(b) In order to balance the foreign exchange needs of the Company, theCompany may adopt any measure and engage in any activity permittedunder Chinese law.(c) The Company shall use its foreign exchange according to the followingpriority 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 Companyimports from abroad;(iii) Payment for any administrative expenses the Company incurswhich require foreign exchange payment;(iv) Payment of loan principal and interest and related obligationsrequiring foreign exchange payment;(v) Payment of profit and dividends to the Investor; and(vi) Payment to the Investor of proceeds from liquidation of assetspursuant to the provisions of Article 15.1.12.3 Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures andincome.Article 13 - T erm13.1 TermThe 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 ExtensionAfter having been unanimously approved by the Board of Directors or asdirected 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. Article 14 - E arly Termination14.1 Events of TerminationUpon the occurrence of any of the following events, the Company shall beterminated 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 yearsand the Company is unable to achieve its business goals according to theInvestor’s discretion.(c) The total or partial operation of the Company is prevented by anyunforeseeable and unavoidable event or circumstances beyond the control。