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 rights
when 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 Contribution
Ratio
Corporate 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 capital
contributions 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; have
privilege to make subscribed capital contributions based on their previous
real investment when new additional investment demanded by company.
(2) Attend the shareholders' meetings or consign attorney to it; exercise their
votes 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 forward
relevant proposals and inquiries.
shareholder ’sinvestment amount, time and forms are listed as follows:
Second Investment
Amount
-- Name of Shareholder First Investment
Amount
Time Time Form Form -- --
(5) Assign directors or supervisors.
(6) Check financial accounts; look up and duplicate corporate statute, the
shareholders' meeting minutes, the directorate conference resolutions, the
conference resolutions of board of supervisors and accounting reports.
(7) Share residual properties in accordance with subscribed contributions when
company comes to an end.
(8) Other rights by law, rules or company regulations.
(1) Comply with laws, rules and corporate regulations. Shall not misapply
entitled 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 company
articles 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 the
authorities of company and have the following duties：
(1) Determine business policies and investment plans.
(2) Vote and change directors and supervisors; decide the remunerations
concerning directors and supervisors.
(3) Deliberate directorate report.
(4) Discuss supervisors ’ reports.
(5) Consider the company’s proposed annual financial budget and final
program.
(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 summoned
and held by SRPT.
contributions in the conference of shareholders ’ meeting.
’ m eeting can be classified into
regular 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 be
held 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 by
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 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 into
effect 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 entitled
to 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 programs
concerning 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 be
written letters, correspondences, telephones, faxes or emails. The time limit should be 5 days ahead of conference (exclusive of the day of conference). Yet, under some
emergent 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 when
the 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 directorate
resolution.
(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 decided
by directorate.
(8) Enjoy other legal power authorized by directorate. Attend the directorate
conference 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. Make
removal 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 to
company 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 is
permitted 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 charges
covered by company. The necessary expenses during his performance will be
provided 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 funds
therein 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 awards
and welfare fund. The proportion and usage of each reserves may be
adjusted through consensus of shareholders ’ meeting subject to annual
business management.
(4) Pay shareholders the dividend. Company shall share profit in accordance
with the proportion of subscribed contribution in registered capital after
paying income tax and collecting reserves. In principle, the dividend should
exceed 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 or
withdraw.
(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 ：。