《公司章程翻译文稿》
公司章程中英(3篇)
第1篇第一章总则第一条本章程根据《中华人民共和国公司法》及相关法律法规制定，旨在规范公司的组织与行为，明确公司股东、董事、监事、高级管理人员的权利和义务，保障公司合法权益，促进公司持续健康发展。
第二条公司名称：[公司全称]公司住所：[公司住所详细地址]第三条公司类型：[有限责任公司/股份有限公司]注册资本：[注册资本金额]经营范围：[公司经营范围]第四条公司为独立法人，享有民事权利，承担民事义务。
第二章股东及股东会第五条公司股东应当依法享有下列权利：（一）依照出资比例分取红利；（二）对公司增资、减资、合并、分立、解散、清算等事项作出决议；（三）查阅公司章程、股东会会议记录、董事会会议决议、监事会会议决议、财务会计报告；（四）对公司的经营行为进行监督；（五）公司章程规定的其他权利。
第六条公司股东应当承担下列义务：（一）按照出资额缴纳股款；（二）不得抽逃出资；（三）遵守公司章程；（四）公司章程规定的其他义务。
第七条股东会为公司最高权力机构，行使下列职权：（一）决定公司的经营方针和投资计划；（二）选举和更换非由职工代表担任的董事、监事；（三）审议批准董事会的报告；（四）审议批准监事会或者监事的报告；（五）审议批准公司的年度财务预算方案、决算方案；（六）审议批准公司的利润分配方案和弥补亏损方案；（七）对公司增加或者减少注册资本作出决议；（八）对公司的合并、分立、解散、清算或者变更公司形式作出决议；（九）修改公司章程；（十）公司章程规定的其他职权。
第八条股东会会议分为定期会议和临时会议。
定期会议应当每年度召开一次，临时会议可以在下列情况下召开：（一）董事人数不足《公司法》规定人数的三分之二；（二）三分之一以上的股东请求；（三）董事会认为必要时；（四）监事会提议召开。
第九条股东会会议由董事会召集，董事长主持；董事长不能履行职务或者不履行职务的，由副董事长主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事主持。
公司章程---英文模板
“Translation of Articles of Incorporation of XXX Co. Ltd”Articles of IncorporationofXXX Co. LtdChapter 1 General ProvisionsArticle 1 This articles of incorporation is made in accordance with the Company Law of P. R.C and the Regulations of Shenzhen Special Economic Zone on Limited Company.Article 2 All activities of the company should comply with and be protected by national laws and rules.Article 3 The company is registered with Shenzhen Municipal Industrial and Commercial Administration.Business Name:Address:Article 4 Business scope: domestic trade, materials buy & sell (exclusive of the controlled goods ); import and export of goods; economic information consulting service.The business scope is subject to the approval of relevant government authority. The company shall conduct its business within its approved business scope.Article 5 To meet business needs, the company may make foreign investment, and set up branches and offices overseas.Article 6 The term of the company is 10 years, beginning from the date of its registration.Chapter 2 ShareholdersArticle 7 There are two shareholders, and their names and addresses are listed as follows: Name Address ID No.Article 8 Shareholders have the following rights:(1)elect or be elected as the executive director or supervisor;(2)call for shareholders’ meetings according to laws, rules and articles of incorporation;(3)supervise the company’s operating activities and daily management;(4)have access to the articles of incorporation of the company, the minutes ofshareholders’ meetings and financial documents, and put forward suggestions on thecompany’s operation;(5)gain dividend in proportion to their shares and have the preemptive rights for newshares;(6)share the company’s residual assets in proportion to their shares upon the dissolutionof the company;(7)file lawsuits against the company for compensations if the shareholders’ interests aredamaged by the company;Article 9 Shareholders are obligated to:(1) pay the subscribed contributions;(2) assume the responsibilities in proportion to their capital contributions;(3) not withdraw their capital contributions after the registration of the company;(4) abide by the Articles of Incorporation and not disclose the company’s trade secrets.(5) support the company’s management, put forward valuable suggestions and promote thedevelopment of the company.Article 10 After the establishment of the company, stock certificates should be issued to the shareholders, and should contain the following information:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the names and capital contributions of the shareholders;(5) the serial number and issuance date of the stock certificate.The stock certificate should be signed by the legal representative and stamped by the company.Article 11 The company shall maintain a record of shareholders which shall set forth the following information:(1) the names of shareholders;(2) addresses of shareholders;(3) the amounts of shareholders’ capital contributions;(4) the serial numbers of shareholders’ stock certificates.Chapter 3 Registered CapitalArticle 12 The company’s registered capital is RMB 500,000 Yuan. The capital contributions and shares of ownership of the shareholders are as follows:Name of Shareholders Capital Contributions Percentage of ownershipArticle 13 The shareholders shall make the investments in cash.Article 14 The shareholders shall make full payment of the subscribed capital contributions before the registration. Otherwise, they shall be held liable to the shareholders who have fully made capital contributions.Article 15 Shareholders may contribute in kind, and may do so upon completion of the procedures as required by relevant law and regulations.Article 16 The shareholders may transfer their shares in such a manner as allowed by laws.Chapter 4 Shareholders’ MeetingArticle 17 The shareholders’ meeting has the highest authority in the company.Article 18 The shareholders’ meeting has the following authorities:(1)decide the business policies and investment plans;(2)elect and remove the executive director, and decide his/her remuneration;(3)elect and remove the supervisors, and decide their remunerations;(4)review and approve the working reports of the executive directors;(5)review and approve the working reports of the supervisors;(6)review and approve the company’s annual budget and final accounts plan;(7)review and approve the company’s profit distribution plan and loss recovery plan;(8)make resolutions on the increase or reduction of registered capital;(9)make decisions to issue bonds;(10)make resolutions on the transfer of the shareholders’ shares;(11)make resolutions on the company's merger, division, dissolution, liquidation andchange of the corporate form;(12)amend the Articles of Incorporation.Article 19 The shareholders have the right to vote in the shareholders’ meetings.Increase or decrease of the registered capital, division,merger, dissolution, and change of the form of the company shall be approved by two-thirds of the voting shares.Article 20 The annual shareholders’meeting is held in December each year. An interim meeting can be held if agreed upon by one-fourth of the voting shares, or proposed by the executive directors or the supervisors.Article 21 The executive director calls and presides over the shareholders’meeting. If he/she can’t perform this duty because of some special reasons, a shareholder appointed by him/her can assume this responsibility.Article 22 All the shareholders shall be informed with written notice or other forms at least 15 days before the shareholders’ meeting. If a shareholder cannot attend the meeting with cause, a duly authorized proxy may represent the shareholder to be present.Generally, resolutions of the shareholders’ meetings are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Resolutions of the shareholders’ meetings on amendment to the Articles of Incorporation are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Article 23 The resolutions of the shareholders’ meeting should be reduced to writing, and all the shareholders attending the meeting should sign on the minutes.Chapter 5 The Executive DirectorArticle 24 The company shall not form Board of Directors, but instead an executive director to perform the duties of Board of Directors.Article 25 Elected by the shareholders’meeting, the executive director is the legal representative of the company. The term is three years.Article 26 The executive director is nominated by shareholders and elected by the shareholders’ meeting.Article 27 The executive director can be reelected. Prior to the expiration of the executive director’s term, the shareholders’ meeting may not remove him/her without cause.Article 28 Responsible to the shareholders, executive director has the following authorities and duties:(1)call the shareholders’ meeting and make working reports on the meeting;(2)carry out the resolutions of the shareholders’ meeting;(3)decide the company’s running and investment plans;(4)make the company’s annual financial plans and final account plans;(5)make the company’s profit distribution plans and loss recovery plans;(6)make plans on the increase or reduction of registered capital;(7)makes plans on the company's merger, division, dissolution, liquidation and thechange of the company’s type;(8)decide the formulation and structure of the company’s internal subdivisions;(9)decide to hire or fire a manager and his/ her remuneration, and according to themanager’s nomination, decide to hire or fire the deputy manager, the financial officerand their remuneration;(10)decide the company’s basic management system.Article 29 The executive director should submit the decisions to the shareholders’ meeting in written form.Chapter 6 Business Management OfficeArticle 30 The management office has one manager, and several management departments may be set up if necessary.The manager is hired or fired by the executive director, and the term of this position is three years. The manager’s job duties are listed as following:(1) Be responsible for the daily management and implement the resolutions of theshareholders’ meeting and decisions of the executive director;(2) organize the implementation of the company’s running plans and investment schemes;(3) plan the formulation of the company’s internal subdivisions;(4) map out the company’s basic management system;(5) make rules for the company’s internal management;(6) propose to hire or fire the deputy manager and financial officers;(7) hire or fire management staff other than those whose employment falls within theexecutive director’s duties;(8) perform other duties authorized by Articles of incorporation or the shareholders’meeting.Article 31 The executive director and manager are not allowed to put the company’s funds in their own personal bank accounts.The executive director and manager are not allowed to use the assets of the company as suretyship for any shareholder’s personal debt.Article 32 The executive director and manager can not run for themselves or others any similar activities with the company, or conduct any activities damaging the company’s interest. Any and all the income derived from the above activities shall belong to the company.Executive director and manager are now allowed to make transactions with the company unless approved by the Articles of Incorporation or the shareholders’ meeting.Executive director and manager shall be liable for any loss incurred by the company due to their violations of law, articles of incorporation, or other rules.Article 33 The executive director and manager shall have such qualifications as required of their relative positions by laws.In the case of graft or serious dereliction of duty on the part of the manager and other senior officers, the shareholders’ meeting shall have the authority to dismiss them at any time.Chapter 7 SupervisorsArticle 34 The company shall not form Board of Supervisors, but instead one supervisor to perform the duties of Board of Supervisors. Appointed by the shareholders’meeting, the supervisor’s term is three years. Prior to the expiration of the term, the shareholders’ meeting maynot remove him/her without cause. The executive director and financial officers can not concurrently hold the position of supervisor.The supervisor has the following duties:(1)check the financial status of the company;(2)Investigate the executive director and the manager to see if they have broken the law,rules and the company’s regulations;(3)ask the executive director and the manager to rectify themselves when their behaviordamage the company’s interests;(4)propose to convene an interim shareholders’ meeting.Chapter 8 Finance and AccountingArticle 35 The company should establish its financial and accounting system and pay tax as required by laws, regulations and other rules.Article 36 Financial and accounting reports should be completed at the end of every fiscal year.The financial and accounting reports shall contain the following information:(1)balance sheet;(2)profit and loss statement;(3)cash flow statement;(4)financial situation statement;(5)statement of profit distribution.Article 37 When the company distributes the annual after-tax profits , it shall allocate 10% of its profits to its statutory common reserve fund, 5% - 10% as its statutory welfare fund. Allocation to the company's statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the company's registered capital.If the statutory common reserve fund can’t be able to offset the company’s losses of the previous year, profits should be first allocated to make up the losses and then allocated to the statutory common reserve fund and welfare fund.After the allocations of the statutory common reserve fund and welfare fund, the rest of the profit shall be allocated among the shareholders in proportion to their shares.Article 38 The statutory common reserve is used to make up losses, expand the company’s production and operation, or be converted to the company’s increased capital.Article 39 The statutory welfare fund is used for the collective welfare of the company’s employees.Article 40 The company shall not set up any other accounting books than those required by laws.Article 41 No personal bank account shall be opened to deposit the company’s funds.Chapter 9 Dissolution and LiquidationArticle 42 The company’s merger or division shall be conducted in accordance with the laws and rules.Article 43 The company shall be dissolved upon the occurrence of statutory situations.Article 44 In the event of normal (non-compulsory) dissolution, a liquidation group shall be established by the shareholders’ meeting within 15 days.Article 45 After the establishment of the liquidation group, the company should stop all the activities other than those related to liquidation.Article 46 The liquidation group has the following duties:(1)liquidate the company’s assets, draw up the balance sheet and property list;(2)inform the creditors by notice or public announcement;(3)handle or liquidate the unfinished business;(4)pay off the tax owed;(5)settle the credits and debts;(6)dispose of the remaining assets after debts;(7)participate in civil lawsuits on behalf of the company.Article 47 The liquidation group should inform the creditors within 10 days after its establishment, and publish at least three announcements in newspaper within 60 days. The liquidation group should keep the creditors’ claims for record.Article 48 After the liquidation of the assets, drawing up the balance sheet and property list, the liquidation group should formulate a liquidation scheme and submit it to the shareholders’meeting.Article 49 The liquidated assets should be allocated in the following order: 1. the liquidation expenses; 2. the employees’ wages and labor insurance fees; 3. the tax owed; 4. the company’s debts.The remaining assets shall be allocated to the shareholders in proportion to their shares.Article 50 After the completion of the above work, the liquidation group will make a report which should be submitted to the shareholders’meeting or relevant authority, and cancellation filing should be made with Industrial and Commercial Administration. Public announcement of the company’s cancellation should be made timely.Article 51 The members of the liquidation group shall keep their fiduciary duties. They are not allowed not accept bribes or other illegal incomes by taking advantage of their duties, and possess the company’s properties illegally.If the company or its creditors suffer any loss due to the violation of their fiduciary duties, the violating members of the liquidation group should take any possible liability.Chapter 10 The Other ProvisionsArticle 52 This Articles of Incorporation should be amended if any item therein is changed or amended.The modification of the Article of Association shall conform to the Company Law and other rules and regulations.Articles 53 Amendments approved by the shareholders’meeting shall be filed with Industrial and Commercial Administration.Article 54 In the case of any items conflicting with laws and rules, the national laws and rules shall prevail.Article 55 Supplementary resolutions approved by the shareholders’ meeting are part of the Articles of Incorporation, and should be filed with Industrial and Commercial Administration.Article 56 The authority to interpret the Articles of Incorporation belongs to the shareholders’ meeting, and the Articles of Incorporation will take into effect upon the registration of the company with Industrial and Commercial Administration.Signatures or Seals of the Shareholders:Date:。
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本文部分内容来自网络整理所得，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即予以删除！== 本文为word格式，下载后可方便编辑修改文字！ ==公司章程翻译公司章程翻译【英文章程】General Principle Articles of Association. In accordance with the PRC Company Law (hereinafter referred to as the "Company Law") and other relevant laws and regulations, in total two (2) parties, jointly make capital contributions to establish (hereinafter referred to as the "Company"), and these articles of association are hereby formulated.In the event that the terms and conditions of these articles of association conflict with any law, regulation or rule and other legislative, executive or judicial interpretation or pronouncement of the PRC currently in force and applicable to the Company (the "Applicable Laws"), the Applicable Laws shall prevail.Chapter 1: The Establishment and the address of the CompanyArticle 1. The name of the Company is: Bazhou sanli industrial Co., LTD .Article 2. The address of the Company is: Jianhua industrial zone Shengfang town , Bazhou cityChapter 2: Business Scope of the CompanyArticle 3. The business scope of the Company is (subject to approval in business license):. Production and sales steel tube, strip steel plywood, wooden and steel furniture, management the enterprises produced products and technology in the export business and enterprise required mechanical equipment, spare parts, raw materials import and export business, (managing according the catalogue of import and export business ) business consulting and trainingArticle 4. The form of organization of the Company shall be a limited liability company. The liability of a shareholder of the Company shall be limited to the registered capital contributed by or committed to be contributed by such shareholder to the Company. Unless otherwise specifically agreed in writing by the shareholders, creditors of the Company shall only have recourse to the assets of the Company, and shall not seek repayment from the shareholders of any debt, liability or obligation of the Company.Article 6. The Company shall be an independent legal person under the Company Law. The Company shall be subject to the jurisdiction of, and shall be protected by the Applicable Laws. The activities of the Company shall comply with the Applicable Laws.Article 8. The Company shall conduct its business as an independent economic entity and will operate autonomously.Article 9. The Company shall have the power, including without limitation, to:(1) enter into lease, land use transfer and/or grant agreements to obtain office premises or any other business premises and technology or equipment for the Company;(2) enter into any other contracts with any person, entity or organization, whether existing under relevant laws in the PRC’s jurisdiction, or the laws of any other country or region required for theefficient operation of the Company, including contracts for the provision of utilities, labour, furniture, appliances, equipment, machinery and any other supplies;(3) borrow money or give guarantees for any of the purposes of the Company and, from time to time without limitation as to amount, to draw, make, accept, endorse, execute and issue bills of exchange and other negotiable or non-negotiable instruments and evidences of indebtedness in accordance with the Applicable Laws;(4) to secure the payment of any of the foregoing and of any interest thereon by granting a mortgage, pledge, or other security interest over any whole or part of the property of the Company in accordance with the Applicable Laws;(5) carry on business in connection with the foregoing, and do any or all of the things set forth above;(6) take out and maintain all necessary insurances for the Company and its assets in accordance with the Applicable Laws; and(7) engage in any other lawful act or activity within the approved business scope of the Company or which it is, from time to time, otherwise permitted to engage in under the Applicable Laws.Chapter 4: The Registered Capital of the Company, Names of the Shareholders, the Type, Amount and Schedule of Capital Contribution, Names of the Shareholders,Article 10. The registered capital of the Company shall be:.RMB103800000元Article 11. The personal (or corporate) names of the shareholders, subscribed and actually paid capital contribution amount, schedule formaking the contribution, and the types of such contribution are as follows:Article 12. When the Company is formed, the investment certification should be issued to each shareholder. The investment certificate shall specify the following particulars:(1) the name of the Company;(2) the date of establishment of the Company;(3) the registered capital of the Company;(4) the name of the shareholder, the amount of his capital contribution made and the date of capital contribution; and(5) the serial number and date of issuance of the capital contribution certificate.The capital contribution certificate shall be affixed with the seal of the Company.Chapter 5: The Company's Organizational Structure, its Establishment and Power, and ProceduresArticle 13. The shareholders’ meeting of the Company shall be composed of all the shareholders. The shareholders' meeting shall be the organ of authority of the Company and shall exercise the following functions and powers:(1) to decide on the business policies and investment plans of the Company;(2) to elect and replace the executive director and the supervisor, and to decide on matters concerning the remuneration of the executive director and the supervisor;(3) to review and approve reports of the executive director;(4) to review and approve reports of the supervisor;(5) to review and approve the Company's proposed annual financial budgets and final accounts;(6) to review and approve the Company's profit distribution plans and plans for making up losses;(7) to pass resolutions on the increase or reduction of the Company's registered capital;(8) to pass resolutions on the issuance of corporate bonds;(9) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the Company; and(10) to amend the articles of association of the Company.Article 14. The first shareholders' meeting shall be convened by, and presided over by, (1) the shareholder who made the largest capital contribution; or (2) if all shareholders have made an equal capital contribution, then by ZHU KAI (朱凯).Article 15. Shareholders shall exercise their voting rights at shareholders' meetings in proportion to their respective shares of capital contributions.Article 16. Shareholders' meetings may either be regular meetings or extraordinary meetings. If a shareholders’ meeting of any form is to be convened, all shareholders shall be notified in writing 15 calendar days before the meeting is held. Such notice shall be delivered by facsimile, telex, telegram or registered airmail to their last known addresses or contact numbers (or such other address or contact number as the shareholder may specify). The notice shall indicate thetime and place and shall contain the agenda of the shareholders' meeting. Notice of any shareholders' meeting may be reduced or waived by unanimous consent of all the shareholders. Notice of a shareholders' meeting shall be deemed duly given to any shareholder who attends the meeting without protesting, before or at its commencement, of the lack of notice to that shareholder.Regular meetings shall be convened as determined by the executive director. An extraordinary meeting shall be convened if it is proposed by shareholders representing one-tenth or more of the voting rights, or by the executive director or the supervisor.Article 17. Shareholders' meetings shall be convened and presided over by the executive director. Where the executive director is unable to perform, or fails to perform his or her duties to convene a shareholders' meeting, the shareholders' meeting shall be convened and presided over by the supervisor. Where the supervisor fails to convene and preside over such shareholders' meeting, shareholders representing one-tenth or more of the voting rights are entitled to independently convene and preside over a shareholders' meeting. Shareholders' meetings may be attended by shareholders in person, by proxy or by telecommunications. If a shareholder is unable to participate in a shareholders' meeting in person or by telecommunications, he may issue a written proxy and entrust a representative (including another shareholder) to participate in the meeting on his behalf. The representative so entrusted shall have the same rights and powers as the shareholder, unless otherwise expressly stated in the appointment document. Such representative shall present such written proxy to the person presiding over the shareholders' meeting, in accordance with these Articles of Association, prior to the start of any such shareholders' meeting, and such proxy shall be attached to the minutes of the shareholders' meeting.Article 18. Any resolution of any type of shareholders' meeting relating to the amendment of the articles of association, an increase or reduction of the registered capital of the Company, or any merger, division, dissolution or change of corporate form in relation to the Company as well as the appointment or change of the executive director requires the affirmative votes by shareholders representing two-thirds of the voting rights.Article 19. The Company shall not have a board of directors, but shall have an executive director to be appointed by the shareholders' meeting. The term of the executive director shall be no more than 3 years. An executive director may serve consecutive terms upon expiration of his term if re-appointed.Article 20. If the office of executive director is vacated by the retirement, resignation, illness, disability or death of the executive director, or by the removal of such executive director by the shareholders' meeting, then the shareholders' meeting shall appoint a successor.Article 21. The executive director may serve concurrently as an officer or employee of the Company. The resolutions of the executive director should be issued in writing and signed by the executive director.Article 22. The executive director shall exercise the following functions and powers:(1) be responsible for convening shareholders' meetings and presenting reports to the shareholders' meeting;(2) implement resolutions issued by the shareholders' meeting;(3) Consider and determine the Company's business plans and investment plans;(4) prepare annual financial budget plans and final accounting plans in relation to the Company;(5) prepare profit distribution plans for the Company and plans for making up any losses suffered by the Company;(6) prepare plans for increasing or reducing the Company's registered capital and for issuance of corporate bonds;(7) formulate plans for mergers, divisions, changes of corporate form or dissolution in relation to the Company;(8) determine the Company's internal management structure;(9) determine the appointment or removal of the Company's general manager as well as the remuneration of the general manager, and upon the general manager's recommendation, determine the appointment or removal of deputy general manager(s), the officer in charge of finance of the Company and their remuneration;(10) review and approve Company policies and procedures regarding management of financial accounts, execution of legal documents and other important matters;(11) determine to enter into any joint venture with, or investment in, another legal entity or the acquisition of the equity interests in, or the assets of, another legal entity;(12) establish the Company bank accounts and appoint the Company’s independent auditor;(13) determine the execution of loan credit facilities or any other type of lending by the Company.(14) conduct legal or dispute settlement proceedings to which the Company is a party; and(15) other important matters relating to the operation and management of the Company.Article 23. The executive director may, by resolution or power of attorney, delegate any of the aforementioned powers and any other powers granted to the executive director by virtue of these articles of association to the general manager or such other employee of the Company within such a scope, and for such period of time, as he sees fit.Article 24. The Company shall have a general manager with a termof three years, who shall be appointed or removed by the executive director. The general manager shall be responsible to the executive director. The general manager shall exercise the following functions and powers:(1) be in charge of the management of the Company's operational activities, and organize the implementation of the executive director's resolutions;(2) organize the implementation of annual business plans and investment plans in relation to the Company;(3) prepare the plan for the Company's internal management structure;(4) prepare the basic management system for the Company;(5) formulate specific internal rules and regulations for the Company;(6) propose the appointment or removal of the deputy general manager(s) and the officer in charge of finance of the Company;(7) determine the appointment and removal of Company's management personnel other than those whose appointment or removal shall be determined by the executive director; and(8) other powers delegated by the executive director.Article 25. The general manager shall be responsible for the day-to-day operations and management of the Company, and shall carry out all other matters pursuant to such authority as may be granted to him by the executive director from time to time.Article 26. If required by the Company's business activities, the Company may appoint a chief financial officer. The executive director shall not concurrently hold office as the chief financial officer. If the executive director decides to appoint a chief financial officer, such person shall be employed by the Company in accordance with the terms of an individual employment contract entered into between the chief financial officer and the Company and approved by the executive director. Subject to the terms thereof, the chief financial officer may be rewarded, disciplined or removed by decision of the executive director in light of the recommendations of the general manager. In managing the day-to-day financial operations of the Company, the chief financial officer shall work under the supervision and direction of the general manager.Article 27. If required by the development of the Company's business activities, the executive director may establish additional departments or management staff positions, such as the deputy general manager, and may designate the relevant officers responsible for such departments or holding such positions as management personnel. Management personnel for such departments or positions shall be appointed by the executive director, or, if so empowered by the executive director, by the general manager.Article 28. Where no chief financial officer is appointed, the general manager shall be responsible for the preparation of the annual budget of the Company. Where a chief financial officer is appointed, the chief financial officer shall prepare the annual budget under the supervision of the general manager. The budget for each fiscal year shall besubmitted to the shareholders' meeting for examination prior to the preceding fiscal year and shall include information on matters including, but not limited to:(1) the procurement of equipment and other capital expenditures of the Company;(2) the sources and the use of funds of the Company;(3) plans with respect to the Company's business premises;(4) the repair, operation and maintenance of the assets and equipment of the Company; and(5) the estimated income and expenditures of the Company for the fiscal year covered by the business plan and budget.The shareholders’ meeting shall complete its examination and, if adopted, approval of the plan and budget by the end of the fiscal year in which they are submitted to the shareholders' meeting.Article 29. The Company shall have one supervisor. The term of office of the supervisor shall be three years. The supervisor may serve consecutive terms upon expiration of his term if re-elected. The position of supervisor can not be held concurrently by the executive director or other senior management personnel of the Company. If the supervisor retires, resigns, falls ill or loses legal capacity, the successor of the supervisor shall be appointed by the shareholders' meeting.Article 30. The supervisor of the Company shall exercise the following functions and powers:(1) examine the Company's financial affairs;(2) monitor the acts of the executive director and senior management personnel when carrying out their duties in relation to the Company, and make proposals to remove from their positions theexecutive director or senior management personnel who violate laws, administrative regulations, the articles of association of the Company or resolutions of the shareholders' meeting;(3) require the executive director or senior management personnel to rectify their conduct when any of their actions damage the interests of the Company;(4) propose the extraordinary shareholders' meetings, convening and presiding over shareholders' meetings when the executive director fails to perform his duty to convene and preside over shareholders' meetings as prescribed in this articles of association; and(5) put forward proposals to shareholders' meetings.Chapter 6: The Legal Representative of the CompanyArticle 31. The executive director shall serve as the legal representative of the Company elected by the shareholders for a term of three (3) years. And if re-appointed upon expiration of his term of office, an executive director may serve consecutive terms as legal representative.Chapter 7: Share TransferArticle 32. The shareholders of the Company may freely transfer all or part of their equity interests.Article 33. Where a shareholder transfers its equity interests, it shall notify the other shareholders in writing of the transfer of such equity interests.Article 34. Upon the death of the shareholder, the executors, administrators, or legal representatives of the deceased shall, within 90 days after qualification as such, sell to the third party approved by othershareholders, all the shares of the equity interests in the Company, owned by the deceased at the time of his or her death.The valuation of the shares shall be according to market value appraised by an independent appraiser if not agreed. The purchase price shall be paid as follows: 100% in cash within 30 days after the qualification of the legal representatives of the deceased shareholder.It is the wish of the parties to these Articles that within the period specified above after the death of the shareholder; his or her family shall terminate all interest in the Company.Chapter 8: Operation SiteArticle 35. The Company will conduct its business operations at its registered address and at such other locations as may be approved by the executive director, subject to obtaining the approval from, or registration with the relevant government departments in accordance with the Applicable Laws, providing that nothing in these articles of association shall be construed as limiting the geographical scope of any projects undertaken by the Company.Article 36. All contracts for the leasing of real property entered into by the Company shall be submitted with other required documents to the relevant real estate administration departments for registration, as required under the Applicable Laws.Chapter 9: Labour ManagementArticle 37. Matters relating to the recruitment, employment, dismissal, resignation, wages, welfare and other matters concerning the personnel of the Company shall be determined autonomously by the Company without outside interference, in accordance with the Applicable Laws and the internal rules, regulations and policies adopted by the Company and approved in writing by the executive director from time to time.Article 38. The Company shall comply with the Applicable Laws concerning labour protection and social welfare and ensure safe and civilized operation. Labour insurance and social welfare contributions for the personnel shall be made in accordance with the Applicable Laws.Article 39. The general manager shall determine the professional and other qualifications and number of personnel in accordance with the operating needs of the Company.Article 40. The general manager shall formulate specific policies regarding the recruitment, dismissal, wages, labour insurance, welfare, rewards and penalties of personnel, and shall submit such policies to the executive director for approval.Article 41. The Company may recruit local and expatriate personnel in accordance with the Applicable Laws. The necessary formalities for the recruitment of PRC citizen personnel shall be handled with the labour and personnel departments in the relevant localities in accordance with the Applicable Laws.Article 42. The Company shall offer employment contracts to all its personnel. The Company shall enter into individual labour contracts with each member of its personnel in accordance with the Applicable Laws, including the PRC Labour Law and relevant local labour laws and regulations.Article 43. A labour contract entered into by the Company must, at a minimum, include the following items:(1) the names of the relevant parties to it;(2) the work tasks or duties to be carried out and the usual place of work;(3) the duration of the labour contract (if for a fixed term);(4) salary, welfare benefits, labour insurance, labour protection and labour discipline;(5) conditions for termination of labour contract; and(6) liability for breach of the labour contract.Labour contracts must be filed at the Shenzhen Human Resources and Social Security Bureau or other relevant government office or offices in accordance with Applicable Laws.Article 44. Without prejudice to the generality of Article 43, the contents of labour contracts entered into by the Company with its personnel shall accord with the stipulations of the Applicable Laws. Each labour contract shall be legally effective from the date of signing, unless expressly stated to the contrary in these articles of associations. The parties to such labour contracts shall conscientiously perform their respective obligations thereunder. The term of a labour contract can be extended upon expiration if agreed to in writing by the parties thereto.Article 45. Working personnel shall have the right to establish a labour union and to perform union activity in accordance with the Applicable Laws. The labour union in the Company is representative of the interests of the staff and workers. The tasks of the labour union are: to protect the democratic rights and material interests of the staff and workers; to assist the Company in arranging and making rational use of welfare funds and bonuses; to conciliate in labour disputes; to organize, study and carry out activities for working personnel; and to educate working personnel to observe labour discipline and strive to fulfil the economic tasks of the Company.Article 46. Where the executive director is considering and deciding on matters concerning working personnel such as rewards, punishments, the salary system, welfare benefits, labour protection and labour insurance, a representative from the labour union shall have theright to meet with the executive director, and the executive director shall listen to his opinions, and obtain the cooperation of the labour union.Article 47. The Company shall allocate each month funds equal to two percent (2%) of the total actual wages of its employees (or such other amount as may be required under the Applicable Laws) as a fund to be used by the labour union in accordance with the Applicable Laws governing the use of such funds.Article 48. The Company shall also enter into employment contracts with expatriate personnel, the model contracts for which (if any) shall be approved by the executive director.Article 49. The salaries, welfare benefits and other terms of employment of working personnel shall be determined by the executive director in light of the recommendations of the general manager as to the ability and skill of such staff and workers and with reference to the Applicable Laws (including but not limited to those relating to the minimum wages payable in the Shenzhen Municipality or locality of any branch of the Company) and other Company policies in force from time to time. Such salary, welfare benefits and other terms of employment shall also be set forth in detail in the labour contract entered into with each such working personnel.Article 50. The salaries, social insurance, welfare benefits and other employment terms of the management personnel shall be decided by the executive director.Article 51. Labour disputes shall be handled in accordance with the relevant provisions of the relevant labour contract and the Applicable Laws.Chapter 10: Financial Affairs and AccountingArticle 52. Accounting System(1) The chief financial officer of the Company (if any), under the supervision of the general manager, shall be responsible for the financial management of the Company.(2) The chief financial officer (or if none appointed, the general manager) shall prepare the accounting system and procedures in accordance with the Enterprise Accounting System and supplementary stipulations promulgated by the Ministry of Finance and other relevant laws. The accounting system and procedures to be adopted by the Company shall be submitted to the executive director for approval. Once approved by the executive director, the accounting system and procedures shall be filed with the authority in charge of the Company and with the relevant local department of finance and the tax authorities for the filing. The debit and credit method, as well as the accrual basis of accounting, shall be adopted as the methods and principles for keeping accounts.(3) The Company shall adopt Renminbi as its book-keeping base currency, but may also adopt Hong Kong Dollars United States Dollars or other foreign currencies as supplementary book-keeping currencies. Treatment of exchange gains and losses arising from exchange rate differences shall accord with the accounting treatment for foreign currency transactions announced by the Ministry of Finance of the PRC and other relevant laws.(4) All accounting records, vouchers, books and statements of the Company shall be made and kept in Chinese and English. The originals of such accounting books, records and statements of the Company shall be kept at the Company's legal address. Matters concerning how long such accounting books, records and statements shall be kept and the method of their ultimate disposal shall be handled in accordance with the relevant rules of the Ministry of Finance of the PRC and other relevant laws.Article 53. Auditing(1) The Company’s independent auditor shall be engaged by the Company as its auditor to examine and verify the annual financial report. The Company’s independent auditor shall be appointed and removed by the executive director.(2) Quarterly and annual financial statements, and such other reports as the executive director may require to be prepared shall be prepared and submitted by the chief financial officer (or if none appointed, by the general manager) to the executive director. Such statements shall be in Chinese and English and shall reference both RMB and any other supplementary bookkeeping currency adopted by the Company. Except as otherwise determined by the executive director, the annual financial statements will include the following statements (including footnotes):(i) balance sheet;(ii) profit and loss statement;(iii) statement of changes in financial position; and(iv) profit distribution recommendations.(3) The quarterly financial statements shall be presented to the executive director in sufficient time for the executive director to approve them and submit them to each shareholder. Then the general manager shall arrange the filing with the proper authorities. The annual financial statements shall be audited and presented to the executive director and each shareholder within the first three (3) months of the next succeeding financial year. The annual financial statements shall be certified by the independent auditor in accordance with the Applicable Laws. The general manager shall file the certified annual financial statements with the proper authorities as required by Applicable Laws.Article 54. All cheques, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or。
公司章程范文中英对照两篇
公司章程范文中英对照两篇篇一：公司章程范文(中英对照) ArticlesofAssociationforLimitedLiabilityCompany第一章总则Chapter1GeneralProvisions第一条本章程根据《中华人民共和国公司法》、《经济特区有限责任公司条例》和有关法律法规，制定本章程。
Article1ThesearticlesareformulatedinaccordancewiththeCompa nyLawoftheP.R.C.,theRegulationsofShenzhenSpecialEconomicZo neonLimitedLiabilityCompanies,andrelevantlawsandregulation s.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。
Article2Thecurrentbusiness(hereinafter“theCompany”)shallconductallactivitiesinaccordancewithst atelawsandregulations,andsubjecttotheprotectionthereof. 第三条公司在市工商行政管理局登记注册。
Article3TheCompanyisregisteredwithShenzhenIndustrialandCommercialAdministrationBureau.名称：Companyname: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。
Article4BusinessscopeoftheCompany:industrialandcommerciali nvestments(specificprogramstobeseparatelyappliedfor);saleo fautoparts,domesticautomobiles(excludingpassengercars),dom esticproductandmaterialsupplyandmarketing(excludingfranchi sed,special-controlled,andmonopolizedproducts);tradingofus edmotorvehicles;autorentalservice;economicinformationconsu ltation(excludingrestrictedones);import&exportofgoodsandte chnologies.经营范围以登记机关核准登记的为准。
证件翻译大全---公司章程英文翻译样本
证件翻译大全---公司章程英文翻译样本Specially used for setting up of Executive DirectorArticles of AssociationFuzhou X X X Co., Ltd.Chapter One General ProvisionsArticle 1 To regulate the organization and the activities of the company and formulatea self-development and self-discipline mechanism and to protect the legitimate rights and interests of the shareholders and the creditors, this Articles of Association is formulated in the spirit of P.R.C. Company Law and Regulations on Company Registration and administratio n .Article 2 Name of the company: Fuzhou X X X X Materials Co., Ltd.Article 3 Address of the company: Riverside to the back of Gangkou Technical School, Luoxing Tower, Mawei District, Fuzhou City.Article 4 Legal representative: X X X .Article 5 Scope of business: wholesale and retail of construction materials, steel,hardware and house appliances (the above scope of business shall be subject to the approval of the industry and commercial administration authority).Article 6 The Company takes the form of limited liability, wherein the shareholders assume liability towards the company to the extent of their respective capital contributionsand the company shall be liable for its debts to the extent of all its assets.Article 7 The Company shall possess the right to the entire property of the legalperson formed by the investments of the shareholders and enjoy the civil rightsand bear the civil liabilities in accordance with the law.Article 8 The Company shall conduct all its business activities within their registere dscope of business and, be subjected to the supervision and administration of industry and commerce administration bodies and the tax bureau.Article 9 The Company shall, with all its legal person assets, operate independently an dbe responsible for its own profits and losses according to law. The company shall be registere din the industry and commerce body and obtain the qualification of an enterprise legal perso n.Its lawful rights and interests shall be protected by the laws and regulations of the State.Chapter Two Registered Capital, Contribution: the Way, Amount and TermsArticle 10 The registered capital of the company is RMB500,000.00 yuan, among which the cash RMB500,000.00, the kinds 0 , non patent technology 0 , industry property right 0 ,land use right 0 . .Article 11 Name of shareholders, name of institution and way of contribution:(1) Name of shareholder: X X X ; Address: 63 Qi Lane, Yuanshan Rd., Mawei District,Fuzhou City; capital contributed: 300,000, taking up 60% of the total amount;(2) Name of shareholder X X X , Address: 49 Xichen, Kuai’an Village, MaweiTown, Mawei District, Fuzhou City; capital contributed: 200,000, accounting for 40%;Article 12 Time limitation of the registered capital:Each shareholder shall pay up its contribution to the registered capital of the Company in the following terms:1) Within 5 days from the date on which the Articles of Association is formulated,to contribute all the registered capital.2) Within years to contribute all the registered capital in installments; the first installment of , accounting for of the total registered capital,shall be paid within days after the formulation of this Articles of Associatio n;the secondinstallment , accounting for % of the total registered capital, shall bepaid before the date ; the third installment , accountingfor % of the total registered capital, shall be paid before the date ; and ; the fourth installment , accounting for of the total registered capital,shall be paid before the date .Article 13. Delay of contribution constitutes breach of contract and the breachingparty shall bear the resulting liabilities.Article 14 After the company is established, it shall issue a Certificate of CapitalContributionto the shareholders, which is not allowed to circulate and transact in the marke t.Chapter Three Shareholders and the Shareholders’ MeetingArticle 15 The shareholders of the Company enjoy the following rights and bearthe following responsibilities:I) The shareholders of the Company enjoy the following rights:1) to vote in proportion to its contribution of capital;2) to access to the information of the position and financial status of the company;3) to elect or to be elected as member of the board of directors, supervisors,or manager;4) to draw the dividends in proportion to its contribution of capital;5) to enjoy the priority in purchasing the capital contribution to be assigned byother shareholders;6) to enjoy the priority in subscription for new shares where the Company increasesits registered capital;7) to share the remaining property or bear the responsibilities from the risksof the Company in proportion to its contribution of capital upon the termination of the Compan y;8) to participate in the formulation and amending the Articles of Association, and9) other rights provided by the Articles of Association.II) The shareholders of the Company bear the following liabilities:1) to observe the Articles of Association;2) to pay up its contribution of capital in time;3) to bear the responsibilities of the Company to the extent of its contribution of capit al tothe company;4) not to withdraw the capital contributions once the company is registered.Article 16 The shareholders’ meeting is composed of all the shareholders and isthe organ of power of the company.It shall exercise the following functions and powers:1) to decide on the operation policy and investment plan of the Company;2) to elect and remove members of the executive director and to decide on matters concerning the remuneration of the person;3) to elect or replace the supervisors who are representatives of the shareholders and to decide upon matters concerning the remuneration of the supervisors;4) to examine and approve the reports of the directors or the supervisors;5) to examine and approve the annual financial budget plan, final accounts plan;6) to adopt resolutions on the increase or reduction of the registered capital of thecompany and on the assignment of capital contribution to a party other than shareholderof the company;7) to adopt resolutions on matters such as the merger, division, transformation,dissolution, termination and liquidation of the company;8) to amend the Articles of Association of the company.Article 17 The first shareholders; general meeting is to be presided by theshareholder with thelargest contribution; the regular and interim meetings shallbe presided over by the executive director.Where special circumstances precludethe executive director fromperforming his function, the meeting shall be presidedover by shareholder designated by the chairman.The shareholders shall exercisethe right to vote in proportion totheir contribution.Article 18 Resolution(s) of the shareholders’ meeting regarding the increase ordecrease of registered capital, division, merger, dismissal or change of company forms,amendment of it shall be adopted by shareholders of the company representing two-thirds or mo re of the voting rights.Chapter Four Executive Director and the General Manager.Article 19 The Company shall have an executive director, who shall beresponsible to the shareholders’ meeting.Article 20 The executive director exercises the following functions and powers:1) to be responsible for convening shareholders’ meetings and to report itswork to the shareholders’meetings;2) to implement the resolutions of the shareholders’ meetings and decide onthe businessstrategy and development plan and the formation of theadministration of the company;3) to decide on the establishment of the company’s internal management organs;4) to formulate the annual financial budget plan and final accounts plan of the company and plans for profit distribution and plans for making up losses of the company;5) to formulate plans for the increase or reduction of the registered capital ofthe companyand plans for major issues such as the merger, division, termination and liquidation of the company;6) to decide on the establishment of the company’s internal management organs;7) to appoint or dismiss the company’s general manager and other high rankingofficers of the company and decide their numeration;8) to formulate the basic administration system of the company.Article 21 The executive director of the company shall be elected with overhalf of the vote of the whole shareholders, which shall also be the conditions for removal. Article 22 The shareholders’ meeting have elected the executive director X X Xas the legal representative of the company, who shall represent the company to exercise the right of signing the legaldocuments. The legal entity shall bear the liability of the representative’s activities in the name ofthe company.Article 23 The Company shall have a General Manager, who is appointed by the shareholders’ meeting (or to be served by the executive director concurrently). The General M anager will be responsible for thedaily operation and management of the company and exercise the following functionsand powers:1) to be in charge of the daily operation and management of the company and toorganize the implementation of resolutions of the directors’ meeting;2) to organize the implementation of the company's annual business plan andinvestment plan;3)to propose plans for the putting in place of the company's internal management structure; basicmanagement system; and to formulate specific rules and regulations forthe company;4) to propose the appointment or dismissal of the company's deputy manager(s), financial officers anddepartment managers and management officers other than those required to be appointedor dismissed by the executive director;5) other powers conferred by the company's articles of association.Article 24 The Company shall have one supervisor, which shall be taken up byX X X The termof office of the supervisor is three years. At the end of a supervisor's term, the supervisor may serve another term,if reelectedThe supervisor exercises the following powers:(1) to inspect the company's financial situation;(2) to exercise supervision over the acts of the executive director and manager carried out whileperforming their corporate functions;(3) to demand remedies from the director or manager when the acts of suchdirector or manager are harmful to thecompany's interests;(4) to propose the convening of an interim shareholders' meeting;(5) other powers conferred by the company's articles of associationArticle 25 The directors, supervisors and the manager of the company shall not use theirpositions, functions and powers in the company to seek personal gains。
2019-公司章程翻译-word范文模板 (22页)
2019-公司章程翻译-word范文模板本文部分内容来自网络，本司不为其真实性负责，如有异议或侵权请及时联系，本司将予以删除！== 本文为word格式，下载后可随意编辑修改！ ==公司章程翻译公司章程翻译【英文章程】General Principle Articles of Association. In accordance with the PRC Company Law (hereinafter referred to as the "Company Law") and other relevant laws and regulations, in total two (2) parties, jointly make capital contributions to establish (hereinafter referred to as the "Company"), and these articles of association are hereby formulated.In the event that the terms and conditions of these articles of association conflict with any law, regulation or rule and other legislative, executive or judicial interpretation or pronouncement of the PRC currently in force and applicable to the Company (the "Applicable Laws"), the Applicable Laws shall prevail.Chapter 1: The Establishment and the address of the CompanyArticle 1. The name of the Company is: Bazhou sanli industrial Co., LTD .Article 2. The address of the Company is: Jianhua industrial zone Shengfang town , Bazhou cityChapter 2: Business Scope of the Company。
公司章程(中英对照)
公司章程Articles of Association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。
Article 1. In accordance with the PRC Company Law (hereinafter referred to as the "Company Law") and other relevant laws and regulations, ________, in total ____ (___) parties, jointly make capital contributions to establish ________ (hereinafter referred to as the "Company"), and these articles of association are hereby formulated.第二条本章程中的各项条款与任何适用于公司的中国现行的法律、法规、规章、通知以及其他立法、行政或司法解释或公告（“相关法律”）不符的，以相关法律为准。
Article 2. In the event that the terms and conditions of these articles of association conflict with any law, regulation or rule and other legislative, executive or judicial interpretation or pronouncement of the PRC currently in force and applicable to the Company (the "Applicable Laws"), the Applicable Laws shall prevail.第二章公司的成立Chapter 2: The Establishment of the Company第三条公司名称：____________Article 3. The name of the Company is:第四条住所：Article 4. The address of the Company is:第五条公司的组织形式为有限责任公司。
公司章程译文
Articles of AssociationEltorque Automation(Xiamen) Ltd.Chapter 1 GeneralArticle 1. According to “the People’s Republic of China Foreign Enterprise Law” andChina, formulate the Articles of Association.Article 4 The company is a limited liability company, the investors of the company’s responsibility to pay the registered capital.Article 5 The company is a legal person in China, subject to the jurisdiction and protection of Chinese Law. All activities must comply with the laws, descrees and relevant regulations of the Chinese government.Chapter 2 Purpose and Scope of BusinessArticle 6Aim of the company: to introduce advanced technology and scientific management methods to promote the development of the Special Economic Zone of Xiamen, and to create a satisfactory economic benefits for the company.Article 7Business scope of the company: the development, design, production, mechanical processing, automation design and system integration and maintenance of new motor and related electronic control devices, and provide technical advice and service.Article 9 50% of the company’s products will be exported. The company sells its products on its own, and is responsible for the quality of the products produced by itself.Chapter 3 Total Investment and Registered CapitalArticle 11 The registered capital confirmed by the company’s investors includes the following:1.Article 12 Performance of the investment period of the company:The first phase of 40% of the registered capital be issued within three monthsafter the business license issued, the total registered capital be issued withintwo years after the completion of the investment.Article 13The company shall engage in Chinese Registered Accountant to issue the capital verification report within one month after the completion of the investment.Article 14 The company shall not reduce the amount of registered capital within the period of operation.Article 15The increase in the registered capital of the company, the trasfer or otherwise disposed of, shall be subjected to the approval of the original examination and approval authority after the decision of the shareholders, and shall to through the formalities for the change of registration with the original registration authority.Article 16 Any individual shall not embezzle capital in any form, transfer, possession and property of the company.Chapter 4 the Organization of the company and its methods, functions and powers and rulesof procedureArticle 17 Company doesn’t set up the shareholders' committee. According the corporationlaw ,shareholders exercise the following power:1)Determining the company's management policy and investment plan;2)Appointing,replacing directors, and deciding the relevant with directors’remuneration;3)Appointing,replacing supervisors, and deciding supervisors’remuneration;4)Approve the reports of the board of directors;5)Approve the reports of the board of supervisors;6)Approve the company's annual financial budget plans and final account plans;7)Approve the company's profit distribution plans and loss recovery plans of thecompany;8)Make resolution on the increase or decrease of registered capital;9)Determining the issurance of company bond;10)Adopting resolutions onthe assignment,division,change of company form,dissolutionand liquidation of the company.11)Set up or change the company's articles of association;12)Hiring managers.When make a decision to change above items, shareholders should be in writtenform, and signed by shareholders. Then it should be kept in company.Article 18 Company sets up the board of directors. The board includes 4 members, who appointed by shareholders. The term of the directors is three years. Upon expiration of a term, the director is renewable.Upon expiration of a term, late re-election, or the director resigns in his/her term which lead to the member’s number is insufficient quorum, the former director should fulfill the obligation , according to law, administrative regulation and articles of association, before the new director takes office.Article 19 Board of directors are responsible for shareholders to exercise the following power:1)Executive shareholders’ resolutions and decision;2)Formulating the company's management policy and investment plan;3)Formulating the company's annual financial budget plans and final account plans.4)Formulating the company's profit distribution plans and loss recovery plans of thecompany;5)Formulating plans for increasing or decreasing registered capital of the company, andissurance of company bond;6) Make the plan for merger, division, dissolution or change in the form of thecompany;7) determine the setting of internal management organization of the company;8) Determine the recruitment or decruitment as well as the remuneration ofmanager of the company, and determine the recruitment or decruitment as well asthe remuneration of deputy manager and financial manager of the company accordingto the nomination of the manager;9) Develop the basic management system of the company;10) Elect the chairman and deputy chairman.Article 20 The board of directors has a chairman and may have one deputy chairman if necessary, wherein the chairman and deputy chairman shall be elected by more than half of all the directors.Article 21 The meeting of board of directors shall be convened and presided over by the chairman of the board. If the chairman is unable or fails to perform the duties, the deputy chairman shall convene and preside the meeting. If the deputy chairman is unable or fails to perform the duties, the director elected by more than half of all the directors shall convene and preside the meeting.Article 22The valid meeting of board of directors shall have the attendance of at least two thirds of the directors. If the director cannot attend the meeting of the board of directors for some reasons, he/she entrust other person to attend the meeting in writing, and the entrusted person shall perform the rights stated in the letter of authorization. Moreover, the decision for the items discussed shall be subject to approval of two thirds of the directors, the minutes of the meeting shall be formed, and the directors attended the meeting shall sign on the minutes of the meeting.Article 23 The chairman shall exercise the following authorities:(I) Be responsible for convening and presiding over the meeting of board of directors, inspect the implementation condition of the board of directors, and report the work to the board of shareholders and board of directors;(II) Implement the resolutions of the board of shareholders and board of directors; (III) Exercise the authorities of legal representative as specified in articles of association of the company.Article 24 The company has a manager whose recruitment or decruitment is determined by the board of directors. The manager is responsible for the board of directors, and he/she shall exercise the following authorities:(I) Preside over the management of production and operation of the company, organize theimplementation for the resolution of the board of directors;(II) Organize the implementation for the annual operation plan and investment plan of the company;(III) Formulate the setting plan for the internal management organization of the company; (IV) Formulate the basic management system of the company;(V) Develop the specific regulations of the company;(VI) Submit the proposal for the recruitment or decruitment of deputy manager and financial manager of the company;(VII) Determine the recruitment or decruitment of management personnel (excluding the management personnel whose recruitment or decruitment shall be determined by the board of directors);(VIII) Other authorities granted by the board of directors.The manager shall attend the meeting of the board of directors.Article 25 The company has a supervisor who shall be appointed by the shareholders. The supervisor shall exercise the authorities in accordance with the Law of Company.The term of office of the supervisor is three years, and a supervisor may continue to serve his/her post at the expiration of his/her term if he/she is re-elected. The necessary costs of exercising the authorities of supervisor shall be borne by the company. The director and senior management personnel of the company shall not act concurrently as supervisor of the company.Chapter 5 Legal Representative of the CompanyArticle 26 The legal representative of the company shall be the chairman.Article 27 The authorities of legal representative of the company are as follows: (I) Sign the relevant document on behalf of the company;(II) Exercise special adjudication and disposition rights for the matters of the company in case of war, extraordinarily serious natural disasters and other emergencies, in which the adjudication and disposition rights shall be in accordance with the interests of thecompany, and the legal representative shall report that to the board of shareholders and board of directors.Article 28 If the legal representative cannot act as the legal representative of the company according to the laws, regulations, provisions of the State Council or other conditions, the board of directors shall remove his/her post.In case of the change in legal representative of the company, the change of registration shall be handled.Chapter 6 Finance, Accounting and TaxArticle 29The financial and accounting matters of the company shall be handled according to the relevant laws, orders and financial systems of the People's Republic of China. Article 30 The accounting year of the company is calendar year, i.e. an accounting year is ranged from January 1 to December 31.Article 31 All accounting vouchers, books and accounting statements and reports of the company shall be written in Chinese.Article 32 The bookkeeping base currency of the company is RMB. For the conversion of RMB to other currencies, it shall be calculated according to the exchange rate announced by the State Administration of Foreign Exchange of People's Republic of China on the date of actual occurrence.Article 33 The company shall open RMB and foreign currency account in the bank agreed by the People's Bank of China.Article 34The company shall use internationally agreed accrual basis accounting system and debit-credit bookkeeping method to keep accounts.Article 35 The financial accounting books of the company shall record the main contents as follows:1. All income and expenditure of the company;2. All material selling and purchasing condition of the company;3. Registered capital and debt situation of the company;4. The paying time, increase and transfer for the registered capital ofthe company;5. Other matters to be recorded in the view of shareholders.Article 36 The financial department of the company shall prepare the balance sheet and income statement of last fiscal year in the first three months of each accounting year, and submit that to the board of shareholders for approval after the audit and signature of auditor.Article 37The financial department of the company shall submit the financial statements, annual balance sheet, income statement and the like to the relevant government administrative departments according to the relevant management rules and systems of the People's Republic of China.Article 38The operation and financial management of the company shall be subject to the supervision of government departments, industry and commerce, taxation, customs and other organization, and provide convenience.Article 39 The company shall pay the various taxes according to the relevant laws and rules of the China.Article 40All foreign exchange matters of the company shall be handled according to the Provisional Regulations for Exchange Control of the People's Republic of China and relevant provisions, and the company shall solve the problem of balance in foreign exchange by itself.Chapter 7 Distribution of ProfitArticle 41The company shall withdraw reserve funds, enterprise development fund, workers and staff bonus fund and welfare funds from the profit after tax, wherein the proportion of withdrawal shall be determined by the shareholders. The net profit of the company after withdrawing the three funds mentioned above can be distributed to the investor. Article 42 The profit shall not be distributed and used before making up the losses of the company in last fiscal year.Article 43 The profit of the investor obtained from the company can be remitted abroad according to the foreign exchange regulations.Chapter 8 StaffArticle 44 The recruitment, decruitment, resignation, wages, welfare, labor insurance, labor protection, labor discipline and other matters of staff shall be handled according to the labor management regulations of the People's Republic of China on foreign-invested enterprises.Article 45 The staff required by the company can be recruited openly after the approval of local labor administrative department, and the company can recruit workers on a selective basis by interview.Article 46 The company has the right to give the staff breaking the disciplines a disciplinary warning, demerit recording and salary reduction according to rules and regulations of the company, and even dismiss the staff with serious conditions and report the condition to the labor administrative department for record.Article 47 The company shall sign a labor contract with every staff, wherein the wages, welfare, rewards and punishments, labor protection, labor insurance and other matters of staff shall be specifically specified in the labor contract according to the relevant provisions of the People's Republic of China as well as the specific situation of the company.Article 48 The staff has the right to establish a labor union and carry out activities according to the provisions of the Labor Union Law of the People's Republic of China, in which the company shall provide convenience for the activities of the labor union.Chapter 9 InsuranceArticle 49The various kinds of insurance of the company shall be insured in a registered insurance company of China, wherein the types, the value and duration of insurance shall be determined according to the regulations of the insurance company.Chapter 10 Term, Termination, ClearingArticle 50 Business operation period is 15 years, which counted since the industrial and commercial business license issuedArticle 51 Upon expiration of business operation, the extension should be determined by shareholders. If the Company needs to extend its business term, it shall submit its written application to the original Approval Authority at least 180 days prior to the expiration of its term.Article 52 Company can terminate the business, if the situation happens as follow:1.Inability to continue operations due to heavy losses;2.Inability to continue operations due to heavy losses caused by the naturaldisasters, war, etc. Force Majeure;3.Failure to obtain the desired objectives of the operation and no prospectsfor the future development.If Company's business should be terminated early, it shall be determined by shareholders and submit its decision to the Approval Authority for approval.Article 53 Upon expiration of business operation, or early termination, shareholders should propose the clearing procedure, principle, and clearing to company property, and inform on time.Article 54 Pending completion of liquidation, the foreign investor shall not dispose of the assets of the enterprise, except for the purposes of carrying out the liquidation. Article 55 After clearing, the enterprise shall then go through the procedures of nullifying its registration with the administrations for industry and commerce, and hand in its business license for cancellation.Chapter 11 Supplementary ProvisionsArticle 56 The amendment to the Articles of Association shall be unanimously agreed and decided by the board of directors and submitted to the original examining and approving authority for approval.Article 57 This Articles of Association written in Chinese.Article 58 This Articles of Association takes effected by the Xiamen Municipal Government for approval and amendment of these Measures.Investor: (Signature)。
【精品文档】公司章程中英文版-实用word文档（13页）
【精品文档】公司章程中英文版-实用word文档（13页）本文部分内容来自网络整理所得，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即予以删除！== 本文为word格式，下载后可方便编辑修改文字！ ==公司章程中英文版公司章程中英文版YESMIDA (HONG KONG) GROUP CO.,LIMITED也思密达(香港)集团有限公司章程First:--The name of the Company is "yesmida(HONG KONG)GROUP CO.,LIMITED一：本公司名称为 YESMIDA (HONG KONG)GROUP CO.,LIMITED也思密达(香港)集团有限公司Second:--The Registered Office of the Company will be situated in Hong Kong.二：本公司的注册办公地址位于香港。
Third:--The liability of the members is limited三：本公司成员的责任是有限的。
Fourth:--The Share Capital of the Company is HK$10,000.00 divided into 10,000 shares of HK$1.00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital,original or increased, with or without preference, priority or special privileges, or subject to any postponement of rights or to any conditions or restrictions and so that,unless the conditions of issue shall otherwise expressly declare,every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.四：本公司的股本为港币$10,000.00，分为10,000股每股面值港币1.00元，公司有权增加或减少上述股本及发行原本或经增加的股本的任何部份，不论该等股票是否附带优惠，优先权或特权，或是否受制于权利的延迟行使或任何条件或限制，以致(发行条件另有明文公布除外)，每次股票发行均须受制于上述所指权力，不论所发行的股票是否被公布为优先股票或其他股票。
有限责任公司章程范本
有限责任公司章程范本有限责任公司章程范本中文版的公司章程我们就见多了，那么英文版的呢?下面是小编精心为大家整理收集的有限责任公司章程范本(中英文版)，欢迎大家阅读与参考。
有限责任公司章程篇1Articles 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。
公司章程翻译模板中英文对照知识分享
……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。
公司章程翻译
公司章程翻译Company Charter TranslationChapter I General ProvisionsArticle 1 This Charter is formulated in accordance with the "Company Law" of the People's Republic of China and other relevant laws, regulations, rules, and policies, and in light of the actual circumstances of the company, in order to regulate the organization and management of the company, protect the legitimate rights and interests of shareholders, and promote the healthy and sustainable development of the company.Article 2 The company's name is XYZ Company, which will be referred to as the "Company" for short. The company is a limited liability company established in accordance with the law.Article 3 The registered address of the company is Room 123, No. 456, ABC Street, XYZ City, China.Article 4 The company adopts a system of investor liability limitation. The company's shareholders shall be liable for the company's debts to the extent of their capital contribution.Article 5 The company's business scope includes: [list specific business scope]Chapter II Shareholders' MeetingArticle 6 The highest authority of the company is the shareholders'meeting. The shareholders' meeting consists of all shareholders and is held at least once a year. Extraordinary shareholders' meetings may be convened when necessary.Article 7 The shareholders' meeting has the following responsibilities and authorities:1. Amendment of the company charter;2. Election and removal of directors and supervisors;3. Review and approval of the company's annual financial report and profit distribution plan;4. Determination of the company's profit and loss allocation plan;5. Resolution of major issues, such as capital increase, merger, division, dissolution, and liquidation of the company;6. Decision on matters proposed by the board of directors and the board of supervisors.Article 8 The shareholders' meeting is divided into ordinary shareholders' meetings and extraordinary shareholders' meetings. Ordinary shareholders' meetings shall be held within four months from the end of each fiscal year. Extraordinary shareholders' meetings shall be convened when necessary and shall be held within 30 days from the date of receipt of the proposal.Article 9 The resolution of the shareholders' meeting shall be adopted by a majority vote of more than half of the voting rights held by the attending shareholders. For major matters, such as amendment of the company charter and dissolution of the company, a resolution shall be adopted by a majority vote of two-thirds or more of the voting rights held by the attending shareholders.Chapter III Board of DirectorsArticle 10 The board of directors is composed of several directors. The board of directors is responsible for the management and operation of the company and exercises the following powers:1. Implementing the resolutions of the shareholders' meeting;2. Formulating the company's operational policies and investment plans;3. Appointment and removal of the company's executives;4. Decision on the implementation of major investment projects and material asset transactions;5. Preparation and submission of the company's annual financial report and profit distribution plan to the shareholders' meeting;6. Other matters vested in the board of directors by laws, regulations, and the shareholders' meeting.Article 11 The board of directors shall have at least three directors and may have a chairman and a vice chairman. The chairman of the board is responsible for convening and presiding over the board meetings.Article 12 The term of office of the directors shall be three years, and can be reelected for multiple terms.Chapter IV Board of SupervisorsArticle 13 The board of supervisors shall be established in the company. The board of supervisors is responsible for thesupervision of the company's financial affairs, operation, and management, and exercises the following powers:1. Inspecting the company's financial affairs and assets;2. Reviewing the company's financial statements and reports;3. Supervising the implementation of the resolutions of the shareholders' meeting and the board of directors;4. Reporting to the shareholders' meeting about the company's financial affairs, operation, and management.Article 14 The board of supervisors shall consist of several supervisors, including a chairman of the board of supervisors. The chairman of the board of supervisors is responsible for convening and presiding over the meetings of the board of supervisors.Chapter V Financial Affairs and Profit DistributionArticle 15 The company's fiscal year shall be January 1 to December 31 of each year.Article 16 The company shall establish an independent accounting system and keep accounting records in accordance with the law. The company's financial statements shall be prepared in accordance with the relevant accounting standards.Article 17 The company's profit distribution shall be determined and approved by the shareholders' meeting in accordance with the law. The allocation of profits to shareholders shall be based on the proportion of their capital contributions.Chapter VI Supplementary ProvisionsArticle 18 This Charter shall come into force upon its approval by the industrial and commercial administrative authorities.Article 19 This Charter may be amended by the shareholders' meeting in accordance with the law.Article 20 Matters not covered in this Charter shall be subject to the relevant provisions of the "Company Law" and other laws, regulations, rules, and policies of the People's Republic of China. This Charter is made in duplicate, with each party holding one copy.。
公司章程英语翻译文稿(完整版)
公司章程翻译文稿XX工程管理咨询（上海）有限公司章程Articles of Association of XX Engineering Management Consulting (Shanghai) Co., LTD.第一章总则Chapter I General Rules第一条根据《中华人民共和国外资企业法》、《中华人民共和国公司法》及中国相关法律、法规的规定，英属维尔京群岛YY PROJECTS(CHINA) LTD公司决定在中国上海设立 XX工程管理咨询（上海）有限公司（以下简称“公司”），特制定本章程。
Article 1 According to the "Law on Foreign Investment Enterprise of the People's Republic of China", the "Company Law of the People's Republic of China" and related laws and regulations in China, the British Virgin Islands YY PROJECTS (CHINA) LTD Company decided to set up XX Engineering Management Consulting (Shanghai) Co., LTD. (hereinafter referred to as "the company") in Shanghai, China and hereby the articles of association are formulated.第二条公司名称: XX工程管理咨询（上海）有限公司。
Article 2 Company name: XX Engineering Management Consulting (Shanghai) Co., LTD.法定地址：上海市松江区八秀路86号Legal address: No.86, Baxiu Road, Songjiang District, Shanghai City第三条股东名称（姓名）：YY PROJECTS(CHINA)LTD。
公司章程翻译中英文对照
……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。
英文公司章程译文-有限责任公司
ARTICLES OF ASSOCIATIONofAAAENTERPRISE LTDCHAPTER I General ProvisionsArticle 1 These Articles of Association are hereby formulated according to the COMPANY LAW OF THE PEOPLE'S REPUBLIC OF CHINA (hereinafter referred to as "Company Law") and other relevant laws and regulations as well as the actual conditions of the Company for the purpose of maintaining the legitimate benefit the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.Article 2The Company was established by B and C as AAAENTERPRISE LTD, and keeps separate accounts, conducts autonomous management and assumes sole responsibility for its profits or losses. The shareholders shall be responsible for the company in the limit of the amount of their contribution. The Company shall be liable for its debts with its all assets.CHAPTER II Name and Domicile of the CompanyArticle 3The name of the Company is:***** (Chinese)AAAENTERPRISE LTD (English)Article 4The domicile of the Company is: Room 202, , China.CHAPTER III Business Scope of the CompanyArticle 5 Business Scope: General business items: wholesale and retail of electromechanical devices, metal materials, hardware, electrical equipment, chemical products and raw materials, building materials, general merchandise, knitwear and textiles, toys, stationery, sports goods, and arts and crafts. Self-operating and agent of import and export businesses relating to articles and technologies, but except the articles and technologies prohibited and restricted by the state. Licensing business item: information services business in the second category value-added telecommunications services (limited to Internet information services.)(The above business scope excludes the business items prohibited, restricted and licensed by the national laws and regulations)CHAPTER IV Registered Capital, Names of shareholders, Amount of Capital Contribution, Forms and Time of Such ContributionArticle 6 The registered capital of the Company: RMB10,000,000.00. Article 7 The names of shareholders, amount of capital contribution, forms and time of such contribution are as follows:Shareholder A: B made its total contribution of RMB 9,000,000.00 Yuan in cash , representing 90% of the registered capital, shall pay in full before0000Shareholder B: C made its total contribution of RMB 1,000,000.00 Yuan in cash , representing 10% of the registered capital, shall pay in full before 0000CHAPTER V The Organizations of The Company and TheirEstablishment Manners, Respective Powers and The Rules ofProcedureArticle 8The shareholders’ meeting of the Company shall be composed of all the shareholders. The shareholders' meeting shall be the organ of authority of the Company and shall exercise thefollowing functions and powers:(1) to decide on the business policies and investment plans of the Company;(2) to elect and replace the executive director and the supervisor assumed by non-representatives of the employees, and to decide on mattersconcerning the remuneration of the executive director and the supervisor;(3) to review and approve reports of the executive director;(4) to review and approve reports of the supervisor;(5) to review and approve the Company's proposed annual financial budgets and final accounts;(6) to review and approve the Company's profit distribution plans and plans for making uplosses;(7) to pass resolutions on the increase or reduction of the Company's registered capital;(8) to pass resolutions on the issuance of corporate bonds;(9) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the Company; and(10) to amend the articles of association of the Company.Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 9 Discussion methods of the shareholders’ meeting: Shareholders convene a shareholders' meeting to discuss their matters, corporate shareholders attend the meeting by the legal representative, individual shareholders attend the meeting by himself. Any shareholder who cannot attend due to some reasons may appoint a representative in written form to attend on his behalf.Article 10 Shareholders' meeting shall be held once a year. When a material problem occurs, an extraordinary meeting can be convened if itis proposed by shareholders representing one-tenth or more of the voting rights, or by the executive director or the supervisor.Article 11 Voting procedures of the shareholders' meeting1、N otice of MeetingsIf a shareholders’ meeting is to be convened, every shareholdershall be notified 15 days before the meeting is held2、P reside over the meetingThe shareholders' meetings shall be convened and presided over by the executive director. If the executive director is unable or does not perform the duties of convening the shareholders' meeting, thesupervisor of the Company may convene and preside over suchmeetings. If the supervisor does not convene or preside over such meetings, the shareholder representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.3、Voting rightsThe shareholders shall exercise their voting rights at the shareholders' meetings on the basis of their respective percentage of the capital contributions, the number of voting rights on behalf of the shareholders required by each resolution at the shareh olders’ meeting are as follows:1) A resolution made at a shareholders' meeting on increasing orreducing the registered capital, merger, split-up, dissolution orchange of the corporate form shall be adopted by theshareholders representing 2 / 3 or more of the voting rights.2)The Company may amend its articles of association, but aresolution on amending the articles of association shall beadopted by the shareholders representing 2 / 3 or more of thevoting rights.3)If a company intends to provide guarantee to a shareholder oractual controller of the company, it shall make a resolutionthrough the shareholder's meeting. Such resolution shall beadopted by the affirmative votes of more than half of theshareholders (excepts The shareholder as mentioned in thepreceding paragraph or the shareholder dominated by the actualcontroller as mentioned in the preceding paragraph) attendingthe meeting.4)Other resolutions made at the shareholders' meeting shall beadopted by the shareholders representing more than 1/2 of thevoting rights.4、Records of the meetingAny decisions on the matters discussed at the shareholders’meeting shall be made into minutes which shall be signed by all the shareholders presenting at the meeting.Article 12 The first shareholders' meeting shall be convened and presided over by the shareholder who has made the largest percentageof capital contributions.Article 13 The Company shall not have a board of directors, but shall have an executive director to be appointed by the shareholders' meeting. The term of the executive director shall be no more than 3 years. An executive director may serve consecutive terms upon expiration of his term if re-appointed.Article 14The executive director shall exercise the following functions and powers:(1) convening shareholders' meetings and reporting the status on work thereto;(2) carrying out the resolutions made at the shareholders' meetings;(3) determining the Company's business plans and investment plans;(4) preparing annual financial budget plans and final accounting plans in relation to the Company;(5) formulating profit distribution plans for the Company and plans for making up any losses suffered by the Company;(6) formulating plans for increasing or reducing the Company's registered capital and for the issuance of corporate bonds;(7) formulating plans for merger, split-up, change of corporate form or dissolution in relation to the Company;(8) making decisions on the establishment of the Company's internal management structure;(9) determining the appointment or removal of the Company'smanager as well as the remuneration of the manager;(10) formulating the basic management system for the Company;Article 15The Company shall have a manager who shall be appointed or dismissed by the executive director. The manager shall be responsible to the executive director and shall exercise the following functions and powers:(1) taking charge of the management of the Company's production and business operations, and organizing the implementation of the resolutions of shareholders’ meeting;(2) organizing the implementation of annual business plans and investment plans in relation to the Company;(3) preparing the plan for the Company's internal management structure;(4) preparing the basic management system for the Company;(5) formulating specific internal rules and regulations for the Company;(6) proposing the appointment or dismissal of the deputy manager(s) and the officer in charge of finance of the Company; and(7) determining the appointment and dismissal of Company's management personnel other than those whose appointment or dismissal shall be decided by the executive director;Article 16 The Company shall have one supervisor. The term of office of the supervisor shall be three years. The supervisor may serve consecutiveterms upon expiration of his term if re-elected.Article 17 The supervisor of the Company shall exercise the following functions and powers:(1) checking the Company's financial affairs;(2) supervising the duty-related acts of the executive director and senior management personnel, and making proposals on the removal of the executive director or senior management personnel who violates any laws, administrative regulations, the articles of association of the Company or any resolutions of the shareholders' meeting;(3) demanding the executive director or senior management personnel to make corrections if his action has damaged the interests of the Company;(4) proposing to convening extraordinary shareholders' meetings, convening and presiding over shareholders' meetings when the executive director does not exercise his duty to convene and preside over the shareholders' meetings as prescribed in the Company Law;(5) putting forward proposals to shareholders' meetings; and(6) initiating actions against the executive director or senior management personnel according to Article 152 of the Company Law; The supervisor may attend the shareholders ‘meeting as non-voting delegates.Article 18 No executive director or senior management personnel may concurrently act as a supervisor.CHAPTER VI The Legal Representative of the CompanyArticle 19 The executive director shall serve as the legal representative of the Company.CHAPTER VII Other Matters Deemed Necessary By TheShareholders’ MeetingsArticle20 All or part of the stock rights of the shareholders may be transferred between the shareholders.Article 21 Where a shareholder intends to transfer his/its stock rights to any non-shareholder, he/it shall be subject to the approval of more than half of the other shareholders. The shareholder shall notify the other shareholders in written form of the matters on the transfer of stock rights for their approval. If any of the other shareholders fails to give it a reply within 30 days after the receipt of the written notice, it shall be deemed to have agreed to the transfer. If half or more of the other shareholders disagree to the transfer, the shareholders who disagree to the transfer shall purchase the stock rights to be transferred. If they refuse to purchase these stock rights, they shall be deemed to have agreed to the transfer. Under the same conditions, the other shareholders have a preemptive right to purchase the stock rights to be transferred upon their approval. If two or more shareholders claim the preemptive rights, they shall determine their respective percentage ofpurchase through negotiation. If they fail to reach an agreement during the negotiation, they shall exercise the preemptive rights on the basis of their respective percentage of capital contributions.Other matters related to stock rights transfer shall subject to the Article 72 to Article 75 of the "Company Law".Article 22 The Company shall strictly abide by national laws, regulations and the Articles of Association, maintain national interests and social public interests, and accept the supervision of relevant governmental departments.Article 23 The company's business term shall be long term.Article 24In any of the following circumstances, the liquidation group shall, within 30 days from the date of completing the liquidation of the Company, apply for canceling the Company's registration with the original company registration authority:1)the company was declared bankrupt as provided by law;2)pursuant to the Company's articles of association, the business termof the Company expires or one of the other events which are grounds for dissolution occurs, but excepts the existing of the Company by amending the articles of association ;3) a resolution for dissolution made by the shareholders' meeting;4)business license is revoked or the enterprise is ordered to be closeddown or cancelled according to laws;5)dissolved by the People’s Court pursuant to laws; AND6)Other dissolution conditions according to laws and administrativeregulations.CHAPTER VIII Supplemental ProvisionsArticle 25 The Company registration matters shall be verified and approved by the company registration authority. These Articles of Association are binding on the company, its shareholders, directors, supervisors and senior management personnel.Article 26 These Articles of Association are jointly made and executed by all the shareholders.Article 27The articles of association shall be made in three (3) originals, and one original shall be submitted to the company registration authority.Signature of all shareholders:。
公司章程 Articles of Corporation_Translation
Please insert the Company’Articles of Association（Examined and adopted at the 5th meeting of the 2nd term of Board of Directors on Month Date, Year, and submitted to the first extraordinary general meeting of shareholders 2012 on March 23,2012 for revision.）（Notes：the results of the change registration verified by the Industrial and Commercial Administration prevail）Month Date, YearCatalogueChapter 1 General ProvisionsChapter 2 Purpose and Business ScopeChapter 3 SharesChapter 4 Shareholders and General Meeting of ShareholdersChapter 5 Board of DirectorsChapter 6 General Manager and Other Senior Management Personnel Chapter 7 Secretary to the Board of DirectorsChapter 8 Supervisory boardChapter 9 Selection Procedures of Directors and SupervisorsChapter 10 Decision-making Procedures for Major TransactionsChapter 11 Financial Accounting System, Profit Distribution and Audit Chapter 12 Notice and Public AnnouncementChapter 13 Merger, Division, Increase, Reduction, Dissolution and Liquidation Chapter 14 Amendments to the ArticlesChapter 15 Supplementary ProvisionChapter 1General ProvisionsArticle 1 The articles of association are hereby made for the purposes of protecting the legitimate rights and interests of companies, shareholders and creditors and regulating the organization and operation of the company, according to “Company Law of the People’s Republic of China” （hereinafter referred to as “Company Law”）, “Securities Law of the People’s Republic of China” (hereinafter referred to as “Securities Law”) and other relevant regulations.Article 2 The company is a company limited by shares (hereinafter referred to as “Company”) established in accordance with the “Company Law” and other relevant regulations.With the promoter of XXXXX, XXXXX, XXXXX, XXXXX and XXXXX, the Company is over changed from its former XXXXX Co., Ltd. and established by ways of promotion, and the Company has undertaken registration with the XXXXX Administration for Industry and Commerce and obtained its business license for enterprise legal person with the license number of xxxxxxxx on April 1, 2008.Article 3 Upon the establishment of the Company, as approved by the China Securities Regulatory Commission (“CSRC”) in its Notice [2010] No. 1695, 13,680,000 ordinary shares in RMB were issued in an initial public offering to the general public on November 24, 2010 and the shares were listed on the Shenzhen Stock Exchange Undertaking Board on December 15, 2010.Article 4 Registered name of the Company: XXXXX CO., LTD.Domicile of the Company: XXXX Road, XXXX Industrial Park, XXX District, XXXXX CityZip Code:Article 5 The registered capital of the Company is RMB XXXXX0 （amount in words: XXXXXXXXXXXXXX yuan）.Article 6 The Company is a perpetually existing joint stock limited company.Article 7 The chairman of the board of directors shall be the legal representative of the Company.Article 8 The total capital of the Company shall be divided into shares of equal value, the respective liability of the shareholders shall be limited to the shares held by them and the Company shall be held liable for its debts with all its assets.Article 9 The Articles of the Company shall be a legally binding document that regulates the organization and acts of the Company as well as the rights and obligations between the Company and its shareholders and among the shareholders from the date when it becomes effective. The Articles shall be legally binding upon the Company, its shareholders, directors, supervisors, general manager and other senior management personnel. According to the Articles, the shareholders shall have the right to initiate legal proceedings against other shareholders; the shareholders shall have the right to initiate legal proceedings against directors, supervisors, general manager and other senior management personnel of the Company; the shareholders shall have the right to initiate legal proceedings against the Company, and the Company shall have the right to initiate legal proceedings against the shareholders, directors, supervisors, general manager and other senior management personnel.Article 10 The “other senior management personnel” referred to herein means the deputy general manager, secretary to the board of directors and the chief finance officer.Article 11 The Company shall have its articles of association, the register of shareholders, the stubs of corporate bonds, the minutes of the meetings of the general meeting of shareholders, the minutes of the meetings of the board of directors and of the supervisory board, and the financial and accounting reports kept at the Company.Chapter 2 Purpose and Business ScopeArticle 12 The business purpose is: client foremost based on quality, producing high quality products and providing satisfactory services, and creating future for the Company,wealth for the society and value for the shareholders.Article 13 The business scope is the R&D, production and sale of health food; the R&D, production and sale of sliced, powdered and hard capsule type food (excluding health food, novel food or special population); the R&D, production and sale of package materials; theR&D of biotechnology; wholesale and retail: pre-packaged foods, dairy products (including infant formula milk powder); business services (excluding license) and planting Chinese herb.Chapter 3SharesSection 1Issuing of SharesArticle 14 The shares of the Company are represented with stocks.Article 15 The Company shall have ordinary shares at any time.。
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XX工程管理咨询（上海）有限公司章程Articles of Association of XX Engineering Management Consulting (Shanghai) Co. LTD.第一章总则Chapter I General Rules第一条根据《中华人民共和国外资企业法》、《中华人民共和国公司法》及中国相关法律、法规的规定，英属维尔京群岛YY PROJECTS(CHINA) LTD公司决定在中国上海设立 XX工程管理咨询（上海）有限公司（以下简称“公司”），特制定本章程。
Article 1 According to the "Law on Foreign Investment Enterprise of the People's Republic of China" the "Company Law of the People's Republic of China" and related laws and regulations in China the British Virgin Islands YY PROJECTS (CHINA) LTD Company decided to set up XX Engineering Management Consulting (Shanghai) Co. LTD. (hereinafter referred to as "the company") in Shanghai China and hereby the articles of association are formulated.第二条公司名称: XX工程管理咨询（上海）有限公司。
Article 2 Company name: XX Engineering Management Consulting (Shanghai) Co. LTD.法定地址：上海市松江区八秀路86号Legal address: No.86 Baxiu Road Songjiang District Shanghai City第三条股东名称（姓名）：YY PROJECTS(CHINA)LTD。
法定代表人：Paul Willington。
职务：董事长。
国籍：美国。
Article 3 The shareholder's name (name): YY PROJECTS(CHINA)LTD.Legal representative: Paul Willington . Position: Chairman. Nationality: USA第四条公司为有限责任公司。
公司以其全部财产对公司的债务承担责任。
股东以其认缴的出资额为限对公司承担责任。
Article 4 We are a limited liability company. The company with all its assets shall undertake liability for the debts of the corporation while shareholders undertake the due obligations limited to their subscribed capital contributions to the company.第五条公司为中国法人，受中国法律管辖和保护。
公司从事经营活动，必须遵守中国的法律、行政法规，遵守社会公德、商业道德，诚实守信，接受政府和社会公众的监督，承担社会责任。
Article 5 As a Chinese legal person the company is subject to the jurisdiction of the Chinese law and protection. The company shall abide by Chinese laws and administrative regulations observe social ethics and business ethics is honest and trustworthy accept the supervision of the government and the social public and undertake social responsibilities when engaging in business activities.第二章宗旨、经营范围Chapter II Aim and Scope of Business第六条公司的宗旨：用领先的建筑工程理念为客户提供解决方案。
Article 6 The aim of the company is: to provide solutions for our customers with advanced construction engineering philosophy.第七条公司的经营范围：建筑工程管理咨询，建筑工程技术咨询（涉及行政许可的，凭许可证经营）。
Article 7 The business scope the company includes: Construction project management consulting construction engineering technical advice (where an administrative license is involved it shall be operated on the basis of a license.) 第八条公司的经营规模：年营业额约5万美元，员工规模约4人。
Article 8 The Company’s scale of operation: annual turnover of about 50000 US Dollars and about 4 employees.第三章投资总额与注册资本Chapter III Total investment and registered capital第九条公司的投资总额为 14 万美元，注册资本为 14 万美元，全部由货币现汇。
Article 9 The Company’s total investment is 140000 US Dollars the registered capital is 140000 US Dollars and all of the capital is remitted in cash.第十条股东应在营业执照签发之日起，三个月内认缴不低于出资额的20%，其余部分自营业执照签发之日起两年内缴清。
Article 10 The shareholder shall subscribe not less than 20% of the amount of contribution within 3 months from the date of the issuance of the business license the remainder shall be paid off within 2 years from the date of the issuance of the business license.第十一条股东缴付出资后，公司应聘请在中国注册的会计师验资。
出具验资报告后，公司据此发给股东出资证明书。
Article 11 After the shareholders pays the share of capital contribution the company shall appoint an accountant registered in China to take capital verification. After issuing the capital verification report the company shall issue the capital contribution certificates to shareholders.第四章公司的机构及其产生办法、职权、议事规则Chapter IV The Organization of the Company and its Forming Measures Functions and Powers and Rules of Procedure第十二条公司不设股东会，由股东行使下列职权：Article 12 The Company shall not set the board of shareholders and the shareholders shall exercise the following authorities:（一）决定公司的经营方针和投资计划；(1) Determine the company's operation guidelines and investment plans;（二）审议批准执行董事报告；(2) Consider approve and execute director’s report;（三）审议批准监事的报告；(3) Consider and approve supervisor’s report;（四）审议批准公司的年度财务预算方案、决算方案；(4) Consider and approve the company's annual financial budget plans and final accounting plans; （五）审议批准公司的利润分配方案和弥补亏损方案；(5) Consider and approve the company's profit distribution plans and plans for covering company losses;（六）对公司增加或者减少注册资本作出决议；(6) Make a decision for the company to increase or reduce its registered capital;（七）对公司合并、分立、变更公司形式、解散和清算等事项作出决议；(7) Make a decision to the matters like company merger division change of company form dissolution and liquidation etc.（八）修改公司章程。