公司章程英文版

公司章程英文版Articles of AssociationOfChongqing, ChinaDate: [ ], 2005Table of ContentsArticle 1 - Name of Company. 3Article 2 - Name of Investor 3Article 3- The Company. 3Article 4- Purpose and Scope of Business of the Company. 4Article 5- Total Amount of Investment and Registered Capital 5Article 6- Encumbrance of Investment 6Article 7- Board of Directors. 6Article 8- Management Organisation. 9Article 9- Labour Management 11Article 10 -Trade Union. 13Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13Article 12 -Bank Accounts and Foreign Exchange. 14Article 13 -Term (15)Article 14 -Early Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article 17 - Rules and Regulations. 18Article 18 -Miscellaneous. 19The present articles are hereby formulated by .(hereinafter referred to as the “Investor”) in acco Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owneArticle 1 - Name of CompanyName of the Company in English:Name of the Company in Chinese:Legal Address:Legal Representative:Position:Nationality:Article 2 - Name of InvestorName of the Investor in English: .Legal Address:Legal Representative:Position:Nationality:Article 3 - The Company3.1 Legal PersonThe Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC law. 3.2 Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC. The liability of the Investor for be limited to the registered capital of the Company.3.3 Date of EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business Lice 3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the B and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Article 4 - Purpose and Scope of B 4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote technologies and scientific management methods and to bring satisfactory economic benefits to the investor.4.2 Business Scope(The business scope mentioned above shall be subject to the approval of the related industrial and commercial a Article 5 - Total Amount of Invest 5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 Contribution to Registered CapitalInvestor’s contribution to the registered capital of the Company shall be in cash. The register (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after th three (3) years after the Date of Establishment according to relevant Chinese laws and regulations.5.4 Investment CertificatesThe Company shall retain at its expense a certified public accountant registered in China to verify the capital c then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis o5.5 Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of the Company may, pursuant to the the Company through loans from domestic and/or foreign financial institutions.5.6 Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Company shall be approved by a una at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authori in the registered capital and/or total amount of investment with the original department of administration of iArticle 6 - Encumbrance of InvestmThe Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capit out procedure to change registration with the original registration body.Article 7 - Board of Directors7.1 Formation of Board(a) The date of issuance of the Company’s Business Li cense shall be the date of the establishment(b) The Board of Directors shall be composed of three (3) Directors who shall be all appointed by th shall be eligible for consecutive terms of office upon reappointment by the Investor. Any vacancy created in t any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the rem board from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legal representative of the Compan chairman is unable or fails to discharge his duties, the Director having served the longest on the Board shal7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Company and shall have the right t(b) Resolutions involving the following matters shall be adopted only by the unanimous affirmative v meeting:(i) amendment of the Articles of Association;(ii) increase or assignment of registered capital or the total amount of investment;(iii) merger of the Company with any other economic organisation; and(iv) termination, dissolution or liquidation of the Company, or filing for debtor relief or other relat laws or regulations.(c) Resolutions involving the following matters shall be subject to and adopted by the simple majorit convened Board meeting:(i) issuance of any guarantees for the payment obligations of any person or entity or the making(ii) mortgage, pledge or granting of a security interest or other types of liens in any building, off is more than RMB 1 million;(iii) loan and/or borrowing, the amount of which is more than RMB 1 million;(iv) rental agreements, the amount of which is more than RMB 1 million;(v) investment and/or disposal of tangible and intangible assets, the amount of which (vi) addition of items to or change of the scope of business of the Company;(vii) establishment of branch offices and/or subsidiaries;(viii) change of the legal address of the Company;(ix) distribution and payment of the Company’s profits;(x) appointment, suspension and dismissal of the general manager, deputy general manager and chief(xi) approval of remuneration and benefits of the general manager, deputy general manager and chief f(xii) approval of equity investment with the amount more than RMB 1 million by the Company ;(xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the ent(xiv) approval of the annual business plan and annual budget of the Company;(xv) approval of the annual auditing report of the Company; and(xvi) other matters the Board considers subject to its approval.7.3 Meetings(a) The first Board meeting shall be held within sixty (60) days from the date of the issuance of t(b) The Board shall meet at least once a year. Board meetings shall be held at the legal address o of the Directors shall constitute a quorum for any Board meeting. If at any properly convened meeting, no quorunless otherwise notified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings and shall be responsible for c(d) The chairman of the Board shall call an interim meeting of the Board under a request therefor fro Directors in writing the agenda and subject of the meeting.(e) The chairman of the Board shall send written notice to all Directors at least fourteen (14) days p the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and no more than twenty and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in(f) Should a Director be unable to attend a Board meeting for any reason, he may appoint a proxy i on his behalf. A proxy may represent one or more Directors. A proxy shall have the same rights and powers(g) Board resolutions may also be passed through a written circular vote via mail or facsimile exchang the same force and effect as a vote taken by the Directors physically present at a meeting.(h) Board meetings may also be held by telephone or other electronic audio means such that everyone c by such means shall constitute presence of such Director or his proxy in person at a meeting.(i) Directors shall serve as Directors without remuneration unless otherwise approved by the Board. incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Boa unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a ma to that position.(j) Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meeting of Directors a of the Directors present at the prior meeting in person, by telephone or by proxy. In orde r to facilitate the s appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Direc tor, and be placed on file at the Company’s head office.Article 8 - Management Organizatio8.1 Management Organisation(a) The Board of Directors of the Company shall establish a management organisation, which shall be res and management of the Company. Unless otherwise decided by the Board, the operation and management organisation officer (collectively, the “Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be ap in person, by telephone or by proxy.(c) The term of office for the Senior Corporate Officers shall be four years, which terms may be re(d) If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is remov(e) The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding any without prejudice to the Senior Corporate Officer’s compensation for termination (if any).(f) The chairman of the Board of Directors and other Directors may concurrently serve as a Senior8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision to determine, qualify, and change Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition.(b) Subject to any qualifications and limitations as may be set by the Board from time to time, the ge the deputy general manager shall, under the leadership of the general manager, assist the general manager in the da the leadership of the general manager, be responsible for the financial and accounting matters of the Company.(c) The general manager shall prepare the annual business plan and budget for each year for Board ap year’s bu siness plan and budget to the Board for approval no later than two months prior to the commencement o8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, conducted by such person, company, entity, unit or organisation which may, directly or indirectly, conflict or c for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidia(b) All other management personnel of the Company shall be forbidden from concurrently serving for or by the general manager and approved or ratified by the Board. Any personnel in violation of such prohibition sha otherwise.8.4 DismissalAny Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in c acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or Directors without any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. A dismissed by the general manager.Article 9 - Labour Management9.1 Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreign investment enterprises and shall ha employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insur PRC laws.9.2 Labour ContractThe Company shall conclude individual employment contracts with staff and workers directly. The Company shall 9.3 Labour PlanThe labour plan, including the number of employees of the Company and the job descriptions, shall be prepared an strictly observe the rules and regulations of the Company. The Company shall recruit and employ only such numb number of employees of the Company, due to such factors as expansion or reduction of business or increased or d9.4 Labour and Personnel Policies(a) Matters such as employment, dismissal, resignation, wages, insurance, welfare benefits, reward an for copyright protection, patent protection and other rights regarding inventions and works of authorship in the and personnel policies of the Company and the labour contracts between the Company and the employees.(b) The initial labour and personnel policies of the Company shall be prepared by the general manager regulations of China.(c) The general manager shall implement hiring policies whereby all PRC employees of the Company shal qualifications. In this regard, upon the receipt of necessary approvals, the Company may hire qualified perso(d) The Company shall sign non-competition and confidentiality agreements with its employees in acc9.5 Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to the degr otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contractArticle 10 - Trade UnionThe staff and workers of the Company may establish a trade union in accordance with the Law of the People’s Republic o of the trade union shall be conducted after normal working hours, shall not interfere with the normal operations of th by the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wages rece union’s use in accordance with applicable laws of the PRC on the management of trade union funds.Article 11 - Taxes, Finance, Audit and Dis11.1 Taxes(a) The Company shall pay taxes in accordance with relevant PRC laws and regulations. The Company(b) The Company shall apply for all reductions of or exemptions from relevant taxes, duties and othe enterprises such as the Company or for the Investor under any laws and regulations of the PRC.11.2 Finances(a) The financial and accounting affairs of the Company shall be handled consistently with the financ Foreign Investment Enterprise Accounting System of the PRC and Financial Administration Rules of Foreign Investment Company shall pay all taxation according to relevant laws and regulations of the PRC.(b) The fiscal year of the Company shall start on January 1 of each calendar year and end on Decembe the year of termination or expiration and end on the date of termination or expiration of the Company.(c) The Company shall adopt the internationally recognized accrual basis and debit and credit account be prepared and kept both in Chinese and, if necessary, Korean as well. The Company shall use Renminbi as the base reports shall be approved and jointly signed by the general manager and the chief financial officer and shall be prepa for formulating the accounting and administrative measures regarding the Company’s financial affairs, which sh11.3 AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the following the end of each fiscal year. The annual audit report issued by such firm shall be submitted to the B auditor and provide convenience for the auditing.11.4 Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to b bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and pr shall be determined by the Board in light of the business and financial conditions of the Company.11.5 Distribution of Profits(a) The Board of Directors may distribute the profits of the Company as and when they deem appropriate.(b) If the Company carries any loss from any previous year, the profits of the current year shall first be u all deficits from any previous years is fully made up. Any distributable profits retained by the Company and c with the distributable profits of the current year.Article 12 - Bank Accounts and Foreig 12.1 AccountsThe Company shall open Renminbi deposit accounts and foreign exchange deposit accounts with financial institutio financial institutions in foreign countries as designated by the Board of Directors upon approval by the Examin12.2 Foreign Exchange(a) The Company shall handle its foreign exchange matters in accordance with applicable PRC foreign(b) In order to balance the foreign exchange needs of the Company, the Company may adopt any measur(c) The Company shall use its foreign exchange according to the following priority unless otherwise (i) Payment of compensation to the Company’s expatriate staff;(ii) Payment for materials, equipment, and services the Company imports from abroad;(iii) Payment for any administrative expenses the Company incurs which require foreign exchange payment (iv) Payment of loan principal and interest and related obligations requiring foreign exchange paymen (v) Payment of profit and dividends to the Investor; and(vi) Payment to the Investor of proceeds from liquidation of assets pursuant to the provisions of Art 12.3 Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a ba Article 13 - Term13.1 TermThe duration of the Company shall commence on the date of the issuance of the Company’s Business License and co as provided herein (“Term”).13.2 ExtensionAfter having been unanimously approved by the Board of Directors or as directed by the Investor, a written applicatio and Approval Authority six (6) months prior to the expiration date of the Term of the Company.Article 14 - Early Termination14.1 Events of TerminationUpon the occurrence of any of the following events, the Company shall be terminated or reorganized accordingly:(a) The Term of the Company expires and is not extended.(b) The Company has sustained heavy losses for five (5) consecutive years and the Company is unab(c) The total or partial operation of the Company is prevented by any unforeseeable and unavoidable ev storm, typhoon, flood, earthquake, explosion, war and serious strikes or work strikes or work stoppages for mor(d) Bankruptcy of the Company.(e) The Company is ordered to close in accordance with PRC laws, because of serious violations of P(f) The Investor decides to terminate the Company before the expiry of the Term.(g) Other causes for termination stipulated herein.14.2 Examining and Approval AuthorityUnder any of the circumstances stipulated as items (b), (c), (d) and (f) of Article 14.1, the Company shall submi Company. The termination date of the Company shall be the date on which the termination approval was given by14.3 NoticeIn case that the Company terminates in accordance with the provisions specified as items (a), (b), (c), (f) and a public announcement and notify its creditors; and submit, fifteen (15) days after the date of the public annou for the liquidation committee to the Examination and Approving Authority for approval of liquidation.Article 15 - Liquidation15.1 Liquidation(a) Upon the scheduled expiration of Term (including any extension thereof) or the earlier termination of Directors shall immediately adopt a unanimous resolution to liquidate the Company, formulate liquidation proced and other related government agencies the liquidation of the Company.(b) The liquidation of the Company shall be handled in accordance with applicable laws and regulatio Investor. In case any person so appointed cannot serve, a replacement shall be appointed within ten (10) days. liquidation committee to the Examination and Approval Authority for examination and verification.(c) Upon receipt of a written favourable response from the Examination and Approval Authority, or, i date of submission of the list of liquidation committee members, the liquidation committee shall commence work im in applicable laws and regulations.(d) The Board of Directors shall within fifteen (15) days of receipt of the report of the liquidati(e) The liquidation committee shall use its best efforts to obtain the highest possible prices for(f) After the settlement of all payments in accordance with paragraphs (i) to (iv) of Article 15(h(g) Upon completion of liquidation of the Company, the liquidation committee shall submit a liquidat the Examination and Approval Authority for the record and carry out the necessary procedures to cancel the Compa and register with the custom, s authorities.(h) The Company shall use all of its assets to satisfy its debts and liabilities. Upon liquidation law requires otherwise:(i) payment of all liquidation expenses;(ii) payment of all wages and salaries and insurance and welfare benefits required to be paid by th (iii) payment of any taxes required to be paid by the Company;(iv) payment of all outstanding debts of the Company, including any debts owed to the Investor;(v) payment to the Investor of any remaining assets.(i) During the period of liquidation, the liquidation committee shall represent the Company in anArticle 16 - InsuranceThe Company shall, at all times during the operation of the Company, procure and maintain full and adequate insurance policies may be obtained from any insurance company authorized to provide such policies in the PRC. The types o insurance proceeds shall be determined by the Board of Directors based on the practices of the Investor in otheArticle 17 - Rules and RegulationsThe rules and regulations of the Company to be formulated or approved by the Board of Di(a) The management structure of the Company, including work procedures of all departments of the Co(b) The employees handbook;(c) Labour plan and labour and personnel policies;(d) The financial and accounting system; and(e) Other necessary rules and regulations.Article 18 - Miscellaneous18.1 These Articles of Association are written in both English and Chinese. Each such version shall be cons and have the same force.18.2 Amendments to these Articles of Association shall require the unanimous approval of the Board of Direct by law.18.3 The headings contained in these Articles of Association are for reference only and shall not be deemed hereof.18.4 These Articles of Association shall become effective on the date on which these Articles of Association by the Examination and Approval Authority.18.5 The invalidity of any provision of these Articles of Association shall not affect the validity of an18.6 Whenever under these Articles of Association notice is required to be given to any director, it shall by mail, by telex, by telefax, addressed to such director at such address as appears on the books of the Compan18.7 Matters not specifically provided for in these Articles of Association shall be dealt with in accord 18.8 The execution, validity, interpretation and performance of these Articles of Association and settlemIN WITNESS WHEREOF, the Investor hereto has caused this Articles of Association to be executed by its duly authBy: _________________Name:Title:Nationality:。