章程英文

发布时间:2015-05-07 来源: 公司章程英文版

第一篇:章程英文

章 程 第四章 董事和董事会 Chapter 4 The Directors and Board of Directors 第三十三条 董事每届任期年限为三年,可连选连任。任期届满前股东会不得无故 解除其职务。为保持公司经营活动具有连续性,每次换届,董事变动人数不应高于董 事总数的三分之一。董事长每届任期年限为三年,可连选连任。

董事任期从股东会决议通过之日起算,至本届董事会任期届满时为止。

董事任期届满未及时改选, 或者董事在任期内辞职导致董事会成员低于法定人数 的,在改选出的董事就任前,原董事仍应当依照法律、行政法规和公司章程的规定, 履行董事职务。

Article33 The tenure of the chairman of board is three years, can be reelected and reappointed, and cannot be removed before the period of occupation. In order to maintain the company business activities runs smoothly, the change of director shall not exceed one third of the total director number in every change of administration. The term of office of director is count from the day when shareholder’s meeting was passed, to the day when the term of office was ended. The expiration of the term of office but not elect new directors, or the resignation within the term of office that lead to the board of directors number less than the quorum, in this case, the former director shall fulfill the duties according to the law, administrative regulations and articles of association of the company before the elected director taking office. 第三十四条 董事会每半年召开一次,由董事长召集并主持。董事长应在会前 15 日书面通知各董事。

有下列情形之一的,董事长应在三个工作日内召集临时董事会会议; (一)三分之一以上董事提议时; (二)监事会提议时; (三)总经理提议时。

Article34 The board of directors’ meeting is held once every half a year, convened and presided by the chairman of the board. The chairman of the board should inform the directors by written notice 15 days ahead the meeting. With one of the following situations, the chairman of the board shall convene the temporary board of director meeting

(1) More than one third directors offer proposals; (2) Board of supervisors offer proposals; 1 (3) General manager offers proposals. 第三十五条 董事会召开临时董事会会议, 应在会议召开前两个工作日内, 以书面、 传真、电话等形式通知董事。

Article35 When convening a conference, the board of directors shall inform the directors within two days by the way of written notice, Fax or Phone call. 第三十六条 董事会行使下列职权

(一)负责召集股东会,并向股东会报告工作; (二)执行股东会的决议; (三)决定公司的经营计划和投资方案; (四)制订公司的年度财务预算方案、决算方案; (五)制订公司的利润分配方案和弥补亏损方案; (六)制订公司增加或者减少注册资本以及发行公司债券的方案; (七)拟订公司合并、分立、解散或者变更公司形式的方案; (八)在股东会授权范围内,决定公司的对外投资、资产抵押及担保事项; (九) 决定公司内部管理机构的设置; 决定聘任或者解聘公司经理及其报酬事项, 并根据经理的提名决定聘任或者解聘公司副经理、财务负责人及其报酬事项; (十)制定公司的基本管理制度; (十一)制订公司章程的修改方案; (十二)听取公司总经理的工作汇报并检查总经理的工作; (十三)法律、法规或公司章程规定,以及股东会授予的其他职权。

Article36 The board of directors exercises the following powers

(1) Responsible for convening shareholder's conference, and report to the shareholder's conference; (2) Executing the shareholders' committee resolution; (3) Making decisions to the company's business plan and investment plan; (4) Making the company's annual financial budget plan and final accounts; (5) Making the company's profit distribution plan and losses scheme; (6) Making the company's increase or reduction of registered capital plan as well as issue the company bonds plan; (7) Formulating the merger, division, dissolution or change of corporate form plan of the company; (8) Deciding the company's foreign investment, pledge of assets, security matters under the authority of shareholder’s meeting; (9) Deciding the company's internal management organization establishment; deciding hiring or dismissing the manager and its reward items, and deciding hiring or dismissing the Deputy manager, financial administrator and its reward items according to the nomination of the general manager; (10) Formulating the company’s basic management system; (11) Formulating the company's regulation modification scheme; (12) Listening to the general manager's work report and check the general manager's job; 2 (13) Other powers the laws, regulations, articles of association stipulated, and other authorities the shareholder’s meeting granted. 第三十七条 除本章程规定外,董事会的具体议事方式和表决程序由董事会制 定的董事会议事规则予以规定。

Article37 Apart from the stipulation of the articles of association, the board of director’s specific procedure and voting procedures will be determined by the board of director’s meeting procedure. 第三十八条 董事长行使下列职权

(一)主持股东会和召集、主持董事会会议; (二)督促、检查董事会决议的执行情况; (三)履行法定代表人的职权; (四)董事会授予的其他职权。

Article38 The chairman of the board exercises the following powers

(1) Presiding the shareholders' meeting and convening the board of directors’ meeting; (2) Supervising and inspecting the implementation of the decision of the board of directors; (3) Performing the obligations and powers of the legal representatives; (4) Other powers that the board of directors granted. 第三十九条 董事会会议应当由二分之一以上的董事出席方可举行。

每一董事享 有一票表决权。董事会作出决议,必须经全体董事的过半数通过。

公司董事会召开会议,应当通知高级管理人员和监事列席。

Article39 The board of directors’ meeting can be held when more than half directors at present. Each director has a voting right. It shall be adopted by more than half of all the directors when the board of directors making a resolution. Senior managers and supervisors shall be informed to attend it, when the board of director convening a meeting. 第四十条 董事会会议应当由董事本人出席, 董事因故不能出席的, 可以书面委 托其他董事代为出席。

委托书应当载明代理人的姓名,代理事项、权限和有效期限,并由委托人签名或 盖章。

代为出席会议的董事应当在授权范围内行使董事的权利。董事未出席董事会会 议,亦未委托其他董事代为出席的,视为放弃在该次会议上的表决权。

Article40 The board of directors’ meeting shall be attended by the directors themselves, if the directors could not be present, other directors could be appointed to attend the meeting by written notice. A power of attorney shall specify the name of the agent, the agent matters, power 3 limits and valid period, and signed or sealed by the principal. The authorized directors shall exercise the director’s right within the scope of authorization. The director neither attend the meeting nor authorize other directors to attend the meeting will regard as to give up the voting rights. 第四十一条 董事会应当对所议事项的决定作成会议记录, 出席会议的董事应当 在会议记录上签名。

董事有权要求在记录上对其在会议上的发言作出某种说明性 记载。

Article41 The board of directors shall make a meeting report about the decision, the directors who attending the meeting shall sign their names in the meeting record. Directors shall have the right to make some kind of indicative records on the speech at the meeting. 第五章 监事和监事会 Chapter 5 Supervisors and the board of supervisors 第四十二条 公司设监事会,监事由股东单位推荐,由股东会选举产生。任期 三年,届满可连任。

监事任期届满未及时改选, 或者监事在任期内辞职导致监事会成员低于法定人数 的,在改选出的监事就任前,原监事仍应当依照法律、行政法规和公司章程的规定, 履行监事职务。

Article42 The company establishes the board of supervisors, Supervisors are recommended by shareholders’ units, and elected by the shareholders' meeting. The tenure is three years, after expiration can be reelected. The expiration of the term of office but not elect new supervisors, or the resignation within the term of office that lead to the board of supervisors number less than the quorum, in this case, the former supervisor shall fulfill the duties according to the law, administrative regulations and articles of association of the company before the elected supervisor taking office. 第四十三条 监事会由 5 名监事组成, 其中, 集团有限责任公司推荐监事候选人 1 人,云南国际化工股份有限公司推荐监事候选人 1 人,云南股份有限公司推荐监事 候选人 1 人,职工监事 2 人。

董事、高级管理人员不得兼任监事。

Article43 The board of supervisors shall consist of five supervisors. The five supervisors including

one candidates recommended by Group Limited Corporation, one candidate recommended by international Chemical Corporation, one candidate and two staffs recommended by Limited Corporation. Directors or senior managers shall not concurrently work as a supervisor. 4 第四十四条 监事会设监事会主席一名, 由集团有限责任公司推荐的监事候选人 担任,由监事会经全体监事过半数同意选举产生。监事会主席不能履行职务或者不履 行职务的,由半数以上监事共同推举一名监事召集和主持监事会会议。

Article44 The board of supervisors shall set one chairman of the board of supervisors, who are recommended by Group Limited Corporation, and elected by more than half supervisors. If the chairman of the board of supervisors is unable to perform duties or fail to perform the duties, one supervisor would be elected by more than half supervisors to convene and preside the meetings of the board of supervisors. 第四十五条 监事会行使下列职权

(一)检查公司财务; (二)对董事、高级管理人员执行公司职务的行为进行监督,对违反法律、行政 法规、公司章程或者股东会决议的董事、高级管理人员提出罢免的建议; (三)当董事、高级管理人员的行为损害公司的利益时,要求董事、高级管理人 员予以纠正; (四) 提议召开临时股东会会议, 在董事会不履行召集和主持股东会会议职责时 召集和主持股东会会议; (五)向股东会会议提出提案; (六) 依照 《公司法》 第一百五十二条的规定,对董事、高级管理人员提起诉讼; (七)公司章程规定的其他职权。

Article45 The board of supervisors exercises the following powers

(1) Checking the company’s financial condition; (2) Supervising the directors, senior management personnel in performing their duties, making dismiss proposals to directors, senior management personnel who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting; (3) Asking the directors, senior management personnel to rectify their behavior when do harm to the benefit of the company; (4) Propose to convene an interim shareholders' meeting when the board of directors fails to convene and preside the shareholders' meeting; (5) Putting forward proposal to the shareholders' meeting; (6) Prosecuting the directors, senior management personnel in accordance with the company law of the article one hundred and fifty-two; (7) Other powers the articles of association stipulated. 第四十六条 监事可以列席董事会会议,并对董事会决议事项提出质询或者建 议。

Article46 The board of supervisors could attend the board of directors’ conference or meeting as an observer, and raising questions or making suggestions to the decision of the board of directors. 5 第四十七条 监事会每年至少召开一次会议。

会议通知应当在会议召开五日以前 书面送达全体监事。监事书面提议召开监事会临时会议;经全体监事书面同意,监事 会临时会议可随时召开。

Article47 The board of supervisors shall at least convene a meeting. The notice shall be sent to supervisors by written form five days ahead the meeting was commenced. When supervisors propose to convene an interim meeting by written form shall be agreed by all the supervisors, the interim meeting of the board of supervisors can be held at any time. 第四十八条 监事会的表决实行记名式表决,对决议事项实行逐项表决。

Article48 The board of supervisors’ vote adopt registered vote and vote item by item. 第四十九条 监事会会议在至少二分之一以上监事会成员出席时方可召开。

监事 会做出决议,应由全体监事的二分之一以上表决通过。每名监事享有一票表决权。

Article49 The board of supervisors’ meeting can be held when more than half supervisors at present. The supervisors’ decision can be approved only when more than half supervisors agree. Each supervisor has a voting right. 第五十 条 监事会会议应当对所议事项的决定 做成会议记录,出席会议的 监事和记录人,应当在会议记录上签名。监事有权要求在记录上对其在会议上 的发言做出某种说明性记载。

Article50 The board of supervisors shall make a meeting report about the decision, the supervisors who attending the meeting shall sign their names in the meeting record. Supervisors shall have the right to make some kind of indicative records on the speech at the meeting. 第五十一条 监事会行使职权所必需的费用,由公司承担。

Article51 The necessary expenses shall be borne by the company when the board of supervisors exercising the powers. 第六章 总经理 Chapter 6 The general manager 第五十二条 公司设总经理一名,由董事会聘任或者解聘;副总经理和财务负责 人由总经理提名,董事会聘任或者解聘。

Article52 The company establishes a general manager, who are employed or dismissed by the board of directors; vice general manager and financial administrator are 6 nominated by the general manager, and employed or dismissed by the board of directors. 第五十三条 总经理对董事会负责,行使下列职权

(一)主持公司的生产经营管理工作,并向董事会报告工作; (二)组织实施董事会决议、公司年度计划和投资方案; (三)拟订公司内部管理机构设置方案; (四)拟订公司的基本管理制度; (五)制定公司的具体规章; (六)提请董事会聘任或者解聘公司副总经理、财务负责人; (七)聘任或者解聘除应由董事会聘任或者解聘以外的管理人员; (八)拟定公司职工的工资、福利、奖惩,决定公司职工的聘用和解聘; (九)提议召开董事会临时会议; (十)公司章程或董事会授予的其他职权。

Article53 The general manager shall be responsible for the board of directors and exercise the following powers

(1) Presiding the company's production and operation management, and report to the board of directors; (2) Organizing and implementing of the decisions of the board of directors, company’s annual plan and investment plan; (3) Drawing up the design scheme for the company's internal management mechanism; (4) Drawing up basic management system of the company; (5) Formulating the specific regulations of the company; (6) Advising the board of directors to employ or dismiss the vice general manager and financial administrator; (7) Employing and dismissing the management personnel who are not employed or dismissed by the board of directors; (8) Drawing up the employees’ wages, welfare, rewards and punishment system, deciding whether employ or dismiss the staffs or not; (9) Proposing to convene an interim meeting of the board of directors; (10) Other powers the articles of association stipulated and the board of directors granted. 第五十四条 总经理应组织制订总经理工作细则,报董事会批准后实施。

Article54 The general manager shall formulate the general manager working instruction, and submit to the board of directors for implementation. 第七章 公司董事、监事、高级管理人员的资格和义务 Chapter 7 The qualification and duties of the directors, supervisors and senior management personnel 7 第五十五条 具有《公司法》第 147 条规定情形的人员,不得担任公司董事、 监事及高级管理人员。

Article55 The people who are stipulated according to the article 147 of the company law shall not be the directors, supervisors and senior management personnel 第五十六条 董事、监事及高级管理人员应承担下列义务

(一)董事、监事及高级管理人员应当遵守公司章程,忠实履行职务,维护公司 利益,不得利用在公司的地位和职权为自己谋取私利。

(二)董事、监事及高级管理人员不得利用职权收受贿赂或者其他非法收入,不 得侵占公司的财产。

(三)董事及高级管理人员不得挪用公司资金或者将公司资金借贷给他人。

(四)董事及高级管理人员不得将公司财产以其个人或者以其他个人名义开立账 户存储。

(五)董事及高级管理人员不得以公司资产为本公司的股东或者其他个人债务提 供担保。

(六)董事及高级管理人员不得自营或者为他人经营与其所任职公司同类的营业 或者从事损害本公司利益的活动。从事上述营业或者活动的,所得收入应当归公司所 有。

(七)董事及高级管理人员除公司章程规定或者股东会同意外,不得同本公司立 合同或者进行交易。

(八)董事、监事及高级管理人员除依照法律规定或者经股东会同意外,不得泄 露公司秘密。

(九)董事、监事及高级管理人员执行公司职务时违反法律、行政法规或者公司 章程的规定,给公司造成损害的,应当承担赔偿责任。

Article56 Directors, supervisors and senior management personnel shall take the following responsibilities

(1) Directors, supervisors and senior management personnel shall abide by the articles of association of the company, take the duties, safeguard the interests of the company, and shall not seek personal gains by using authority in the company; (2) Directors, supervisors and senior management personnel shall not abuse their authorities to accept bribes or receive other illegal income, and shall not misappropriate company property; (3) Directors and senior management personnel shall not misappropriate the company’s funds or lend company’s capital to other people; (4) Directors and senior management personnel shall not deposit the company’s property using individual's or other’s account; (5) Directors and senior management personnel shall not guarantee the company's shareholders or other personal debt by using the company’s assets; (6) Directors and senior management personnel shall not engage the business activities for themselves or others that do harm to the interests of the company. If the directors and senior management personnel get engaged in the aforesaid 8 activities, the income shall belong to the company; (7) Directors and senior management personnel shall not make the contract or transaction with the company except for granted by the regulations or the articles of association; (8) Directors, supervisors and senior management personnel shall not disclose company secrets except for in accordance with the law or granted by the shareholders; (9) Directors, supervisors and senior management personnel who violate the law, administrative regulations or articles of association and lead to harm to the company when performing the duties shall assume compensation liability. 第五十七条 公司高级管理人员请求辞职,应提前 20 天报告董事长,董事长在 接到申请起十日内作出决议允许请求辞职的高级职员在五日内办理交接后辞职, 在批 准辞职前公司高级职员必须继续履行其职责。

若违反此条规定给公司造成损失的应负 赔偿责任。

Article57 The company’s senior management personnel who ask for resignation shall submit the report to the chairman of the board 20 days ahead, chairman of the board making resolutions within 10 days to allow the senior management to hand over and resign, before approved by the chairman of the board, the senior personnel must continue to fulfill the duties. Violation of this article and cause to losses to the company shall be liable for compensation. 9

第一篇:章程英文

公司章程英文版 Articles of Association Of Chongqing, China Date

[ ], 2005 Table of Contents Article 1 - Name of Company. 3 Article 2 - Name of Investor 3 Article 3- The Company. 3 Article 4- Purpose and Scope of Business of the Company. 4 Article 5- Total Amount of Investment and Registered Capital 5 Article 6- Encumbrance of Investment 6 Article 7- Board of Directors. 6 Article 8- Management Organisation. 9 Article 9- Labour Management 11 Article 10 -Trade Union. 13 Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13 Article 12 -Bank Accounts and Foreign Exchange. 14 Article 13 -Term... 15 Article 14 -Early Termination. 16 Article 15 -Liquidation. 17 Article 16 - Insurance. 18 Article 17 - Rules and Regulations. 18 Article 18 -Miscellaneous. 19 The present articles are hereby formulated by . (hereinafter referred to as the “Investor”) in accordance with the Law of the People’s Republic of China (“PRC”) on Wholly Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in Chongqing, PRC. Article 1 - Name of Company Name of the Company in English

Name of the Company in Chinese

Legal Address

Legal Representative

Position

Nationality: Article 2 - Name of Investor Name of the Investor in English

Legal Address

Legal Representative

Position

Nationality

. Article 3 3.1 Legal Person - The Company The Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC law. PRC laws and regulations. 3.2 Limited Liability Company The liability All of the activities of the Company shall comply with applicable The Company shall be a limited liability company under the laws of the PRC. the Company shall be limited to the registered capital of the Company. 3.3 Date of Establishment of the Investor for the losses, risks, liabilities and any other obligations whatsoever of The date of the establishment of the Company shall be the date on which the Company is issued its Business License. 3.4 Branches The Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Examination and Approval Authority”). Article 4 - Purpose and Scope of Business of the Company 4.1 Purpose The purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in Chongqing and other cities in China by adopting advanced and appropriate technologies and scientific management methods and to bring satisfactory economic benefits to the investor. 4.2 Business Scope (The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.) Article 5 - Total Amount of Investment and Registered Capital 5.1 Total Amount of Investment The total amount of investment of the Company shall be. 5.2 Registered Capital . The registered capital of the Company shall be 5.3 Contribution to Registered Capital Investor’s contribution to the registered capital of the Company shall be cash. The registered capital of the Company shall be paid by the Investor in instalments. in Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date of Establishment. Establishment according to relevant Chinese laws and regulations. 5.4 Investment Certificates The balance of the registered capital shall be fully paid with three (3) years after the Date of The Company shall retain at its expense a certified public accountant registered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis of such report. 5.5 Differences between Total Amount of Investment and Registered Capital The difference between the total amount of investment and registered capital of the Company may, pursuant to the decision of the Board in accordance with the business needs of the Company, be raised by the Company through loans from domestic and/or foreign financial institutions. 5.6 Changes of Registered Capital and Total Amount of Investment Any changes in the registered capital and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authority for approval. Upon receipt of such approval, the Company shall register the changes in the registered capital and/or total amount of investment with the original department of administration of industry and commerce. Article 6 Investment - Encumbrance of The Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanimous approval of the Board of Directors and the carrying out procedure to change registration with the original registration body. Article 7 7.1 (a) Formation of Board - Board of Directors The date of issuance of the Company’s Business License shall be the date of the establishment of the Board of Directors (“Board”). (b) The Board of Directors shall be composed of three (3) Directors who shall be all The Directors shall each have a term of office of four (4) years, appointed by the Investor. and each shall be eligible for consecutive terms of office upon reappointment by the Investor. Any vacancy created in the Board of Directors shall be immediately filled by the Investor. The Investor may at any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the remainder of the removed Director’s term. Investor will appoint the chairman of the board from among the Directors. (c) Subject to Article 15, the chairman of the Board shall be the legal representative Whenever the Director having served the The of the Company and shall have the power to represent and act on behalf of the Company. the chairman is unable or fails to discharge his duties, longest on the Board shall represent the Company and perform the chairman’s duties. 7.2 (a) Powers of Board The Board of Directors shall be the highest authority of the Company and shall have the right to make decisions on all matters of the Company. (b) Resolutions involving the following matters shall be adopted only by the unanimous affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting

(i) (ii) (iii) (iv) amendment of the Articles of Association; increase or assignment of registered capital or the total amount of investment; merger of the Company with any other economic organisation; and termination, dissolution or liquidation of the Company, or filing for debtor relief or other related protection by or on behalf of the Company under the Chinese bankruptcy laws or analogous laws or regulations. (c) Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting

(i) million; (ii) mortgage, pledge or granting of a security interest or other types of liens in issuance of any guarantees for the payment obligations of any person or entity or the making of any other financing arrangements, the amount of which is more than RMB 1 any building, office space or other fixed assets or capital equipment of the Company, the amount of which is more than RMB 1 million; (iii) (iv) (v) loan and/or borrowing, the amount of which is more than RMB 1 million; rental agreements, the amount of which is more than RMB 1 million; investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB 1 million; (vi) (vii) (viii) (ix) (x) addition of items to or change of the scope of business of the Company; establishment of branch offices and/or subsidiaries; change of the legal address of the Company; distribution and payment of the Company’s profits; appointment, suspension and dismissal of the general manager, deputy general manager and chief financial officer, as well as each of their scope of authority; (xi) approval of remuneration and benefits of the general manager, deputy general manager and chief financial officer under Article 8.1(b); (xii) (xiii) approval of equity investment with the amount more than RMB 1 million by the Company ; contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the enterprise expansion fund to be established under PRC law; (xiv) (xv) (xvi) 7.3 (a) approval of the annual business plan and annual budget of the Company; approval of the annual auditing report of the Company; and other matters the Board considers subject to its approval. Meetings The first Board meeting shall be held within sixty (60) days from the date of the issuance of the Business License. (b) Directors. meeting. The Board shall meet at least once a year. Board meetings shall be held at the legal address of the Company unless otherwise determined by the Board of Two-thirds of all of the Directors shall constitute a quorum for any Board If at any properly convened meeting, no quorum is present, then the Board shall reconvene at the same time and place one week later unless otherwise notified by the chairman. (c) The chairman of the Board shall set the agenda of Board meetings and shall be responsible for convening and presiding over such meetings. (d) The chairman of the Board shall call an interim meeting of the Board under a request therefor from no fewer than one Director specifying the matters to be discussed, and shall notify all Directors in writing the agenda and subject of the meeting. (e) The chairman of the Board shall send written notice to all Directors at least Such notice may, however, fourteen (14) days prior to any regular, seven (7) days in the case of an interim meeting to be held, stating the agenda, time and place of the meeting. telephone or by proxy. be waived by the unanimous consent of all Directors prior or at the meeting in person, by If notice is not waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and no more than twenty eight (28) days from the date of issuance of the notice in the case of a regular meeting, and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting. (f) Should a Director be unable to attend a Board meeting for any reason, he may appoint A proxy may represent one or more Directors. A proxy shall have a proxy in writing by mail or facsimile or hand-delivery to be present and to vote at the meeting on his behalf. the same rights and powers as the Director who appointed him. (g) Board resolutions may also be passed through a written circular vote via mail or Such written resolutions shall be filed with the minutes of the Board facsimile exchange. at a meeting. (h) and shall have the same force and effect as a vote taken by the Directors physically present Board meetings may also be held by telephone or other electronic audio means such that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall constitute presence of such Director or his proxy in person at a meeting. (i) Directors shall serve as Directors without remuneration unless otherwise approved All reasonable costs, including round-trip airplane tickets and reasonable Remuneration by the Board. accommodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company. Company. and other expenses of each Director unrelated to Company business shall not be borne by the If a Director also assumes a position as a manager or staff employee in the Company, he shall be compensated by the Company according to that position. (j) 7.4 Each Director shall have one vote. Secretary Minutes of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. The duties of the secretary shall include Minutes of Board meetings taking minutes of the meeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. at the Company’s head office. shall be kept in Korean and also Chinese if requested by any Director, and be placed on file Article 8 Organization 8.1 (a) Management Organisation - Management The Board of Directors of the Company shall establish a management organisation, Unless otherwise decided by the Board, which shall be responsible to and under the leadership of the Board and in charge of the day-to-day operation and management of the Company. the operation and management organisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the “Senior Corporate Officers”). (b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be approved by a majority affirmative vote of the Directors present at a meeting of the Board in person, by telephone or by proxy. (c) The term of office for the Senior Corporate Officers shall be four years, which terms may be renewed. (d) If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is removed from office by the Board of Directors, the Board shall appoint a replacement. (e) The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding any employment or service contract between the Company and such Senior Corporate Officer but without prejudice to the Senior Corporate Officer’s compensation for termination (if any). (f) The chairman of the Board of Directors and other Directors may concurrently serve as a Senior Corporate Officer as well as any other officer of the Company. 8.2 (a) Responsibilities and Powers of Senior Corporate Officers The Board of Directors shall have the power by majority decision to determine, qualify, and change in any way the power, responsibility and authority of the Senior Corporate Officers. The Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition. (b) Subject to any qualifications and limitations as may be set by the Board from time to time, the general manager shall be responsible for the daily management and operation of the Company; the deputy general manager shall, under the leadership of the general manager, assist the general manager in the daily management and operation of the Company; and the chief financial officer shall, under the leadership of the general manager, be responsible for the financial and accounting matters of the Company. (c) The general manager shall prepare the annual business plan and budget for each year Unless the Board shall decide otherwise, the general manager shall submit for Board approval. each year’s business plan and budget to the Board for approval no later than two months prior to the commencement of the fiscal year. 8.3 (a) Non-competition No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, any other person, company, unit, entity or organisation or participate in any activities conducted by such person, company, entity, unit or organisation which may, directly or indirectly, conflict or compete with the interest or business of the Company or the Investor Group in China, and for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidiaries, its holding companies, and subsidiaries of its holding companies. (b) All other management personnel of the Company shall be forbidden from concurrently Any personnel in serving for or working at any other company, unit, entity or organisation whatsoever unless authorized by the general manager and approved or ratified by the Board. unless the Board shall decide otherwise. 8.4 Dismissal violation of such prohibition shall be subject to immediate dismissal by the general manager Any Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in connection with the Company’s business, acts in violation of any Board decisions or laws, acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause shall be dismissed by the Board of Directors without any compensation. the Board shall immediately appoint a replacement. Upon such dismissal, Any other management personnel who engage in such improper activities shall be immediately dismissed by the general manager. Article 9 9.1 Governing Principle - Labour Management The Company shall be entitled to full enterprise autonomy granted to foreign investment enterprises and shall have complete authority over the hiring and dismissal of its employees. The recruitment, employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insurance, welfare benefits and other matters shall be handled in accordance with the relevant PRC laws. 9.2 Labour Contract The Company shall conclude individual employment contracts with staff and workers directly. The Company shall file such contracts with the Labour Department for the record. 9.3 Labour Plan The labour plan, including the number of employees of the Company and the job descriptions, shall be prepared and determined by the general manager. The employees of the Company shall The Company shall Increase be required to strictly observe the rules and regulations of the Company. recruit and employ only such number of employees as is necessary for its operations. or decrease in the total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require the approval of the general manager. 9.4 (a) Labour and Personnel Policies Matters such as employment, dismissal, resignation, wages, insurance, welfare benefits, reward and discipline of staff and workers of the Company as well as title to and the right to apply for copyright protection, patent protection and other rights regarding inventions and works of authorship in the course of employment shall be set by decision of the Board and stipulated in the labour and personnel policies of the Company and the labour contracts between the Company and the employees. (b) The initial labour and personnel policies of the Company shall be prepared by the These policies shall be consistent with applicable general manager for approval by the Board. laws and regulations of China. (c) The general manager shall implement hiring policies whereby all PRC employees of In this regard, upon the receipt of necessary approvals, the the Company shall be selected on the basis of examination and shall have the most competitive merits and qualifications. foreign countries. (d) The Company shall sign non-competition and confidentiality agreements with its Company may hire qualified personnel from any where within China and, if necessary, from employees in accordance with the principles herein. 9.5 Power of General Manager Subject to any limitations the Board may set, the general manager shall have the power to, according to the degree of seriousness of the case, give warnings, record demerits, deduct wages, dismiss or otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contract or the rules, regulations or labour discipline of the Company or applicable law. Article 10 - Trade Union The staff and workers of the Company may establish a trade union in accordance with the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and the Trade Union Law of the PRC. Activities of the trade union shall be conducted after normal working hours, shall not interfere with the normal operations of the Company and shall conform with the relevant regulations. If a trade union is established by the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wages received by the employees of the Company into the Company’s trade union fund for such trade union’s use in accordance with applicable laws of the PRC on the management of trade union funds. Article 11 - Taxes, Finance, Audit and Distribution of Profits 11.1 (a) Taxes The Company shall pay taxes in accordance with relevant PRC laws and The Company shall apply for all preferential tax and customs treatment available regulations. under the PRC law. (b) The Company shall apply for all reductions of or exemptions from relevant taxes, duties and other levies which are now available or will become available for such wholly foreign owned enterprises such as the Company or for the Investor under any laws and regulations of the PRC. 11.2 (a) Finances The financial and accounting affairs of the Company shall be handled consistently with the financial and accounting affairs of the Investor Group to the extent not inconsistent with the Foreign Investment Enterprise Accounting System of the PRC and Financial Administration Rules of Foreign Investment Enterprises of the PRC, which are formulated by the Ministry of Finance of the PRC. The Company shall pay all taxation according to relevant laws and regulations of the PRC. (b) The fiscal year of the Company shall start on January 1 of each calendar year and The last fiscal year of the Company shall start on January end on December 31 of the same year. of the Company. (c) 1 of the year of termination or expiration and end on the date of termination or expiration The Company shall adopt the internationally recognized accrual basis and debit and All accounting records, vouchers, books and statements of the The credit accounting system. Company shall be prepared and kept both in Chinese and, if necessary, Korean as well. Company shall use Renminbi as the base bookkeeping currencies for its financial statements. The annual, quarterly and monthly reports shall be approved and jointly signed by the general manager and the chief financial officer and shall be prepared and kept in both Chinese and Korean. The chief financial officer shall be responsible for formulating the accounting and administrative measures regarding the Company’s financial affairs, which shall be submitted to the Board for approval. 11.3 Audit The Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the Board to examine and verify the accounts and books of the Company within three (3) months following the end of each fiscal year. by such firm shall be submitted to the Board. The annual audit report issued The Company shall make available all of its accounting books and records to such auditor and provide convenience for the auditing. 11.4 Allocation to Three Funds After payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to be allocated into the Company’s reserve fund, enterprise expansion fund, and the employee bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and prescription of any limit for the aforesaid funds to be paid out of the after-tax net profits shall be determined by the Board in light of the business and financial conditions of the Company. 11.5 (a) Distribution of Profits 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 No profits shall be distributed or re-invested Any distributable year shall first be used to cover such loss. unless and until all deficits from any previous years is fully made up. profits retained by the Company and carried over from any previous years that are not re-invested may be distributed together with the distributable profits of the current year. Article 12 Bank Accounts and Foreign Exchange 12.1 Accounts The Company shall open Renminbi deposit accounts and foreign exchange deposit accounts with financial institutions in China. The Company may also open foreign exchange deposit accounts with foreign financial institutions in foreign countries as designated by the Board of Directors upon approval by the Examination and Approval Authority, if required. 12.2 (a) Foreign Exchange The Company shall handle its foreign exchange matters in accordance with applicable PRC foreign exchange laws and regulations. (b) In order to balance the foreign exchange needs of the Company, the Company may adopt any measure and engage in any activity permitted under Chinese law. (c) The Company shall use its foreign exchange according to the following priority unless otherwise determined by the Board of Directors

(i) (ii) (iii) Payment of compensation to the Company’s expatriate staff; Payment for materials, equipment, and services the Company imports from abroad; Payment for any administrative expenses the Company incurs which require foreign exchange payment; (iv) Payment of loan principal and interest and related obligations requiring foreign exchange payment; (v) (vi) Payment of profit and dividends to the Investor; and Payment to the Investor of proceeds from liquidation of assets pursuant to the provisions of Article 15.1. 12.3 Foreign Exchange Balance The Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures and income. Article 13 13.1 Term Term The duration of the Company shall commence on the date of the issuance of the Company’s Business License and continue for a period of thirty (30) years, unless earlier terminated or further extended as provided herein (“Term”). 13.2 Extension After having been unanimously approved by the Board of Directors or as directed by the Investor, a written application for the extension of duration of the Term of the Company shall be filed to the Examination and Approval Authority six (6) months prior to the expiration date of the Term of the Company. Article 14 14.1 Events of Termination Early Termination Upon the occurrence of any of the following events, the Company shall be terminated or reorganized accordingly

(a) (b) The Term of the Company expires and is not extended. The Company has sustained heavy losses for five (5) consecutive years and the Company is unable to achieve its business goals according to the Investor’s discretion. (c) The total or partial operation of the Company is prevented by any unforeseeable and unavoidable event or circumstances beyond the control of the Company including but not limited to, fire, storm, typhoon, flood, earthquake, explosion, war and serious strikes or work strikes or work stoppages for more than six (6) months. (d) (e) Bankruptcy of the Company. The Company is ordered to close in accordance with PRC laws, because of serious violations of PRC laws and regulations and damages to the public interest. (f) (g) The Investor decides to terminate the Company before the expiry of the Term. Other causes for termination stipulated herein. 14.2 Examining and Approval Authority Under any of the circumstances stipulated as items (b), (c), (d) and (f) of Article 14.1, the Company shall submit an application to the Examination and Approving Authority for approval to terminate the Company. The termination date of the Company shall be the date on which the termination approval was given by the Examination and Approving Authority. 14.3 Notice In case that the Company terminates in accordance with the provisions specified as items (a), (b), (c), (f) and (g) of Article 14.1, it shall, within fifteen (15) days after the termination date, make a public announcement and notify its creditors; and submit, fifteen (15) days after the date of the public announcement of termination, the procedures and principles of liquidation, and the candidates for the liquidation committee to the Examination and Approving Authority for approval of liquidation. Article 15 15.1 (a) Liquidation Liquidation Upon the scheduled expiration of Term (including any extension thereof) or the earlier termination of the Company in accordance with Article 14 of these Articles of Association, the Board of Directors shall immediately adopt a unanimous resolution to liquidate the Company, formulate liquidation procedures, establish a liquidation committee and notify the Examination and Approval Authority and other related government agencies the liquidation of the Company. (b) The liquidation of the Company shall be handled in accordance with applicable laws The liquidation committee shall be composed of three (3) persons appointed In case any person so appointed cannot serve, a replacement shall be The Board of Directors shall thereupon submit the list of and regulations. by the Investor. appointed within ten (10) days. the three (3) members of the 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, if the Examination and Approval Authority does not respond within seven (7) days from the date of submission of the list of liquidation committee members, the liquidation committee shall commence work immediately. The liquidation committee shall be fully responsible for the work set forth in applicable laws and regulations. (d) The Board of Directors shall within fifteen (15) days of receipt of the report of the liquidation committee, approve the liquidation plan of the liquidation committee. (e) The liquidation committee shall use its best efforts to obtain the highest possible prices for the assets and to maximize foreign exchange proceeds. (f) Investor. (g) Upon completion of liquidation of the Company, the liquidation committee shall After the settlement of all payments in accordance with paragraphs (i) to (iv) of Article 15(h), the remaining proceeds of liquidation, if any, shall be paid over to the submit a liquidation proceedings wind-up report to the Board of Directors for approval and submission to the Examination and Approval Authority for the record and carry out the necessary procedures to cancel the Company’s tax registration, cancel its business registration and return its Business License and register with the custom, s authorities. (h) The Company shall use all of its assets to satisfy its debts and liabilities. Upon liquidation, the Company’s assets shall be dealt with according to the following order, unless the law requires otherwise

(i) (ii) payment of all liquidation expenses; payment of all wages and salaries and insurance and welfare benefits required to be paid by the Company to its workers and staff; (iii) (iv) Investor; (v) (i) payment to the Investor of any remaining assets. During the period of liquidation, the liquidation committee shall represent the payment of any taxes required to be paid by the Company; payment of all outstanding debts of the Company, including any debts owed to the Company in any legal proceedings. Article 16 - Insurance The Company shall, at all times during the operation of the Company, procure and maintain full and adequate insurance coverage in a manner prudent and advisable for such enterprises. The relevant insurance policies may be obtained from any insurance company The types of insurance and the value, duration authorized to provide such policies in the PRC. and denomination of the currency of the premiums and insurance proceeds shall be determined by the Board of Directors based on the practices of the Investor in other countries and/or the actual circumstances in the PRC. Article 17 - Rules and Regulations The rules and regulations of the Company to be formulated or approved by the Board of Directors shall include

(a) The management structure of the Company, including work procedures of all departments of the Company; (b) (c) (d) (e) The employees handbook; Labour plan and labour and personnel policies; The financial and accounting system; and Other necessary rules and regulations. Article 18 18.1 Miscellaneous Each such These Articles of Association are written in both English and Chinese. version shall be considered an official version of these Articles of Association and shall be equally authentic and have the same force. 18.2 Amendments to these Articles of Association shall require the unanimous approval of the Board of Directors of the Company and the approval of the Examination and Approval Authority, if required by law. 18.3 The headings contained in these Articles of Association are for reference only and shall not be deemed to be a part of these Articles of Association or to affect the meaning or interpretation hereof. 18.4 These Articles of Association shall become effective on the date on which these Articles of Association are approved, without condition or with condition(s) accepted by the Investor in writing, by the Examination and Approval Authority. 18.5 The invalidity of any provision of these Articles of Association shall not affect the validity of any other provision of these Articles of Association. 18.6 Whenever under these Articles of Association notice is required to be given to any director, it shall not be construed to require personal notice, but such notice shall be given in writing, by mail, by telex, by telefax, addressed to such director at such address as appears on the books of the Company. 18.7 Matters not specifically provided for in these Articles of Association shall be dealt with in accordance with resolutions adopted by the Board. 18.8 The execution, validity, interpretation and performance of these Articles of Association and settlement of disputes shall be governed by PRC laws. IN WITNESS WHEREOF, the Investor hereto has caused this Articles of Association to be executed by its duly authorized representative on the date first set forth above. By

Name

Title: _________________ Nationality:

第一篇:章程英文

佳答案 有限责任公司章程 (参考格式) 第一章 总 则 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 等 方共同出资,设立 有限责任公司,(以 下简称公司)特制定本章程。

法规、 规章的规定为准。

第三章 公司经营范围 元人民币。

间 出资 合计 第二条 本章程中的各项条款与法律、法规、规章不符的,以法律、 第二章 公司名称和住所 第三条 公司名称

第四条 住所

第四章 公 股 时 第五条 公司经营范围:(注:根据实际情况具体填写。) 出资额、出资时间 司注册资本及股东的姓名(名称)、出资方式、 第六条 公司注册资本

万 出资数额 出资 第七条 股东的姓名 (名称) 认缴及实缴的出资额、 、 出资时间、 出资方式如下: 东姓名或名称 认缴情况 设立 (截止变更登记申请日) 时实际缴付 分期缴付 方式 出资数额 出资时间 出资方式 出资数额 出资时间 出资方式 其中货币出资 (注:公司设立时,全体股东的首次出资额不得低于注册资本的百分之二 十,也不得低于法定的注册资本最低限额,其余部分由股东自公司成立之日起两年内缴足;其中投资 公司可以在五年内缴足。全体股东的货币出资金额不得低于注册资本的百分之三十。请根据实际情 况填写本表,缴资次数超过两期的,应按实际情况续填本表。一人有限公司应当一次足额缴纳出资 额) 第五章 公司的机构及其产生办法、职权、议事规则 第八条 股东会由全体股东组成, (二)选举和 (三)审议批准董事会 (七) 是公司的权力机构,行使下列职权

(或执行董事)的报告; 财务预算方案、决算方案; (一)决定公司的经营方针和投资计划; 更换非由职工代表担任的董事、监事,决定有关董事、监事的报酬事项; (四)审议批准监事会或监事的报告; (五)审议批准公司的年度 (九)对公司合 (十一)其他职 (六)审议批准公司的利润分配方案和弥补亏损的方案; (八)对发行公司债券作出决议; (十)修改公司章程; 对公司增加或者减少注册资本作出决议; 并、分立、解散、清算或者变更公司形式作出决议; 出资最多的股东召集和主持。 权。(注:由股东自行确定,如股东不作具体规定应将此条删除) 可由股东自行确定按照何种方式行使表决权) 第九条 股东会的首次会议由 第十条 股东会会议由股东按照出资比例行使表决权。(注:此条 第十一条 股东会会议分为定期会议和临时会议。

定 召开股东会会议, 应当于会议召开十五日以前通知全体股东。

(注

此条可由股东自行确定时间) 事,监事会或者监事(不设监事会时)提议召开临时会议的,应当召开临时会议。

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。

责任公司不设董事会的,股东会会议由执行董事召集和主持。) 期会议按(注:由股东自行确定)定时召开。代表十分之一以上表决权的股东,三分之一以上的董 第十二条 股 (注:有限 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; 董事会或者执行董事不能履行或 第十三条 股东会 者不履行召集股东会会议职责的,由监事会或者不设监事会的公司的监事召集和主持;监事会或者 监事不召集和主持的,代表十分之一以上表决权的股东可以自行召集和主持。

会议作出修改公司章程、增加或者减少注册资本的决议,以及公司合并、分立、解散或者变更公司 形式的决议,必须经代表三分之二以上表决权的股东通过。(注:股东会的其他议事方式和表决程 序可由股东自行确定) 可连选连任。

告工作; 事长的产生方式) 第十四条 公司设董事会,成员为 人,由 产生。董事任期 年,任期届满, (一)负责召集股东会,并向股东会议报 (四)制订 (六) 董事会设董事长一人,副董事长 人,由 产生。(注:股东自行确定董事长、副董 第十五条 董事会行使下列职权

(三)审定公司的经营计划和投资方案; (二)执行股东会的决议; 公司的年度财务预算方案、决算方案; 司形式、解散的方案; (五)制订公司的利润分配方案和弥补亏损方案; 制订公司增加或者减少注册资本以及发行公司债券的方案; (七)制订公司合并、分立、变更公 (九)决定聘任或者解聘公司 (八)决定公司内部管理机构的设置; 经理及其报酬事项,并根据经理的提名决定聘任或者解聘公司副经理、财务负责人及其报酬事项; (十)制定公司的基本管理制度; 规定应将此条删除) (十一)其他职权。(注:由股东自行确定,如股东不作具体 第十六条 董事会会议由董事长召集和主持; 第十七条 董事会决议的表决,实行 第十八条 公司设经理, (三)拟订 (一)主持公司的生产经营管 (五)制定公司的具体规章; (注:以上内容也可由 (注:股东人数较少或者规模较小的有限责任公司,可以设一名执行董事, 不设董事会。执行董事的职权由股东自行确定。) 董事长不能履行职务或者不履行职务的,由副董事长召集和主持;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召集和主持。

一人一票。

董事会的议事方式和表决程序。(注:由股东自行确定) 由董事会决定聘任或者解聘。经理对董事会负责,行使下列职权

理工作,组织实施董事会决议; 公司内部管理机构设置方案; (四)拟订公司的基本管理制度; (二)组织实施公司年度经营计划和投资方案; (六)提请聘任或者解聘公司副经理、财务负责人; 聘任或者解聘以外的负责管理人员; 股东自行确定) 经理列席董事会会议。 (七)决定聘任或者解聘除应由董事会决定 (八)董事会授予的其他职权。 第十九条 公司设监事会,成员 人,作文监事会设主席一 监事的任期每届为三年,任期届满, 第二十条 监事会或 人,由全体监事过半数选举产生。监事会中股东代表监事与职工代表监事的比例为

。(注:由 股东自行确定,但其中职工代表的比例不得低于三分之一) 可连选连任。

者监事行使下列职权

的建议; 纠正; (一)检查公司财务; (注:股东人数较少规格较小的公司可以设一至二名监事) (二)对董事、高级管理人员执行公司职务的 行为进行监督,对违反法律、行政法规、公司章程或者股东会决议的董事、高级管理人员提出罢免 (三)当董事、高级管理人员的行为损害公司的利益时,要求董事、高级管理人员予以 (四)提议召开临时股东会会议,在董事会不履行本法规定的召集和主持股东会会议职责 (五)向股东会会议提出提案; 监事可以列席董事会会议。

(六)依照《公司法》第一百五 第二十一条 监事会每年度至少 第六章 公司的法定代表 (七)其他职权。(注:由股东自行确定,如 第二十二条 监事会决议应当经半数以上监 时召集和主持股东会会议; 十二条的规定,对董事、高级管理人员提起诉讼; 股东不作具体规定应将此条删除) 事通过。

人 召开一次会议,监事可以提议召开临时监事会会议。 监事会的议事方式和表决程序。(注:由股东自行确定) 第二十三条 董事长为公司的法定代表人,(注:也可是执行董事或经理),任期 年,由 选举产 第七章 股东会会议认为需要规定的其 第二十五条 股东向股东以外 第二十四条 股东之间可以相互转让其部分或全部出资。 生,任期届满,可连选连任。(注:由股东自行确定) 他事项 的人转让股权,应当经其他股东过半数同意。股东应就其股权转让事项书面通知其他股东征求同意, 其他股东自接到书面通知之日起满三十日未答复的,视为同意转让。其他股东半数以上不同意转让 的,不同意的股东应当购买该转让的股权;不购买的,视为同意转让。

买比例;协商不成的,按照转让时各自的出资比例行使优先购买权。

另行确定股权转让的办法。) 申请注销登记

经股东同意转让的股权, (注:以上内容亦可由股东 在同等条件下,其他股东有优先购买权。两个以上股东主张行使优先购买权的,协商确定各自的购 第二十六条 公司的营业期限 年,自公司营业执照签发之日起计算。

(二)公司章程规定的营业期限届满或者公司 (三)股东会决议解散 (注:本章节 第二十七条 有下列情形之一的,公司清算组应当自公司清算结束之日起 30 日内向原公司登记机关 (一)公司被依法宣告破产; 章程规定的其他解散事由出现,但公司通过修改公司章程而存续的除外; 或者一人有限责任公司的股东决议解散; (五)人民法院依法予以解散; 第八章 附 则 (四)依法被吊销营业执照、责令关闭或者被撤销; (六)法律、行政法规规定的其他解散情形。 内容除上述条款外,股东可根据《公司法》的有关规定,将认为需要记载的其他内容一并列明。) 第二十八条 公司登记事项以公司登记机关核定的为准。

第二十九条 本章程一 年 月 日 式 份,并报公司登记机关一份。

全体股东亲笔签字、盖公章: Limited liability company charter (reference format) Chapter One of the first basis of the "PRC Company Law" (hereinafter referred to as the "Company Law") and related laws. regulations, jointly funded by the other side to set up a limited liability company (hereinafter referred to the company) is specially formulated charter. Second of all provisions of the Constitution and laws, regulations, rules and regulations are inconsistent with the law and regulations, the provisions of the regulations. Chapter 3 of the company name and company name

home. Home

4. Chapter 5 of the operating company business areas

(Note

Under actual conditions specific to fill. ) Chapter IV of the names of the registered capital of the company and shareholders (name) basis, amounts of capital to finance the sixth time

10,000 yuan of registered capital of the company. Seventh shareholders of the name (name), and shall be contributed by the investors subscribe to the investor, the investor as follows

subscribe to the established names of the shareholders (the deadline for registration of changes) when the amount actually paid by installments financed financed financed means the amount of time the investor financed investment means investment amount of time together currency means the investor time investor funds (Note

companies, first of all shareholders registered capital amounts to no less than 20%. have a registered capital of no less than the statutory minimum, and the rest by shareholders since the company paid up within two years from the date of establishment; investment companies which can be paid up in five years. Currency investors all the shareholders in the amount of registered capital of no less than 30%. Please fill in the table according to the actual situation. to pay more than two-frequency period. continued to fill the basis of the actual situation in the table. One person should be the first to pay the full amounts of capital Ltd.), the agency created by Chapter V, terms, Rule 8 of shareholders by all shareholders, is the authority to exercise the following powers

(a) The company's operating policies and investment decisions; (b) Election of the workers and representatives of non-replacement of the directors supervisors, the Board of Directors decided that the board remuneration; (c) Consideration of approval of the board of directors (or executive director); (4) consideration of approval of the board or the board of supervisors; (5) Consideration of approval of the annual financial budget plan accounts; (6) examined and approved the profit distribution plan and make up the losses; (7) to reduce or increase the registered capital of the company; (8) to make the issue of corporate bonds; (9) of the merger, separation, dissolution, liquidation or change in the form of the company; (10) to amend the company's charter; (11) other functions. (Note

by the shareholders to determine. If shareholders do not delete this provision shall be specified) 9 shareholders will be funded from the first meeting is convened and presided over the largest shareholder. 10th meeting of the shareholders will exercise their right to vote by the shareholders in accordance with the license. (Note

In accordance with this section to determine which shareholders may exercise the right to vote) 11 shareholders meeting will be divided into regular and ad hoc meetings. Held a shareholders meeting to be held on the 15th session of the notice to all shareholders. (Note

this section may be time to determine shareholders) by regular meetings (Note

by the shareholders to determine) held regularly. Represent 10% of the voting shareholders, more than one third of the directors, Board of Supervisors or the Board of Supervisors (not at the board of supervisors) proposal to convene a provisional meeting should be convened ad hoc meetings. 12 shareholders meeting convened by the board of directors, the chairman of the Chair; chairman is unable to perform his functions or failed to discharge their duties, the vice-Chair; vice chairman is unable to perform his functions or failed to discharge their duties, the directors elected a director more than half of the Chair. (Note

no board of a limited liability company. shareholders will be convened and chaired by the Executive Director. ) board of directors or executive director is unable to perform or not to perform the duties of convening meetings of shareholders. by the company's board of supervisors or board of supervisors is not convened and chaired; not convened and chaired the board of supervisors or the Board of Supervisors. 10% of the voting rights on behalf of their own shareholders, convened and chaired. 13th meeting of the shareholders to amend the company's charter to increase or reduce its registered capital, as well as company mergers, separation, dissolution or change in the form of companies, representing more than two-thirds of the voting shareholders to be passed. (Note

the other shareholders will be shareholders of the rules and voting procedures to determine) the 14th of the company, the board of directors members, by the produce. Directors, the term of office and may be re-elected. Chairman of the Board of Trustees established, vice chairman, from the produce. (Note

the shareholders to determine chairman and vice chairman of the way), the 15th of the following terms

the exercise of the Board (a) The shareholders will be convened to shareholders report; (b) the implementation of the resolutions of shareholders; (c) approval of the company's business plan and investment program; (4) Development of the annual financial budget plan accounts; (e) the profit distribution plan and make up the losses; (6) companies to increase or reduce its registered capital and the issuance of corporate bonds; (7) the enactment of the merger. separation of a company changes, the dissolution of the program; (8) the decision to set up internal management; (9) to appoint or fire the managers and their remuneration, and the hiring or firing decisions based on the nomination Manager Assistant Corporation, in charge of financial matters and their remuneration; (10) formulated the basic management system; (11) other functions. (Note

by the shareholders to determine if shareholders are not required to make specific provision should be deleted) (Note

shareholders of a small number of limited liability company or a smaller scale, can be an executive director. no board of directors. determine the terms of executive directors by shareholders. ), the 16th meeting of the Board convened and presided over by its chairman; chairman is unable to perform his functions or failed to discharge their duties, convened and chaired by the vice chairman; vice chairman is unable to perform his functions or failed to discharge their duties, directors elected by more than half, convened and chaired by a director. 17 of the board vote, one person, one vote. Board rules and voting procedures. (Note

by the shareholders to determine) the 18th manager of the company set up by the board of directors to appoint or fire. Manager of the board of directors to exercise the following powers

(i) the production and operation management. organization and implementation of the Board of Trustees; (2) organizing and executing annual business plans and investment companies; (c) the development of internal management and institutional arrangements; (4) the development of the company's basic management system; (E) the specific regulations; (6) drew the appointment or dismissal companies Assistant, chief financial officer; (7) The Board shall appoint or fire except hiring or firing decisions outside of the management; (8) other functions conferred by the Board of Trustees. (Note

The above may be content to determine shareholders) managers to attend meetings of the board of directors. Article 19 of the company board of supervisors members, the board of supervisors established a President, elected by a majority of the entire board. Representatives of the shareholders and the board of supervisors, the ratio of workers

supervisors. (Note

by the shareholders to determine. However, the proportion of workers not less than one-third) of the board for a term of three years each term expires. be eligible for re-election. (Note

smaller companies with fewer shareholders specifications can be set from one to two board members) 20 board of supervisors or the exercise of the following terms

(1) Inspect corporate finance; (2) of the directors, senior management officer in the execution of their duties to monitor the actions of the company. in violation of laws, administrative regulations and the constitution of the shareholders or directors and the removal of senior management personnel; (c) When the directors, senior management staff will harm the interests of the company, asked directors, senior managers be corrected; (4) the proposal to convene a provisional shareholders meeting the Board does not fulfill the provisions of this law will be convened and presided over the shareholders meeting, convened and chaired duties shareholders; (e) submit proposals to shareholders; (6) In accordance with the provisions of Article 152 of the "Company Law" to the directors, Senior management institute legal proceedings; (7) Other terms. (Note

by the shareholders to determine if shareholders are not required to make specific provision should be deleted) to attend a meeting of the Board of Supervisors can. At least the 21st annual meeting of the board of supervisors, the board can propose to convene a provisional board meeting. Article 22 The board of supervisors adopted the resolution should be approved by more than half. Board rules and voting procedures. (Note

by the shareholders to determine) Article 23 of Chapter VI, chairman of the company's legal representative for the company's legal representative. (Note

But also executive director or manager) for a term of years, by election, the expiry of the term of office and may be re-elected. (Note

by the shareholders to determine) shareholders Council under Chapter VII of the other issues that need to be between 24 shareholders mutual transfers some or all of its investment. Article 25 of the shareholders to shareholders other than the transfer of ownership should be agreed by a majority of other shareholders. Shareholders on the transfer of its shares to other shareholders to solicit written consent. other shareholders receiving written notice on the 30th day of the month following the expiration of a reply, as agreed to the transfer. More than half the other shareholders do not agree to the assignment, the shareholders do not agree to the transfer of ownership should be purchased; Not to buy. considered to have consented to the transfer. After the shareholders agree to the transfer of shares in the same condition, the other shareholders in a pre-emptive. Two or more shareholders exercise their right of pre-emption proposal, in consultation with their respective proportion of the purchase; Failure. According to the license transfer exercise their right of pre-emption. (Note

The above content can be determined by the shareholders to transfer the shares. ) 26th deadline for the turnover of the company, Since the company calculated the date of the issuance of business licenses. Article 27 is one of the following cases, Company liquidation team shall be liquidated within 30 days of the end of their own authorities to cancel the registration of registered companies

(a) The company was declared bankrupt. (2) the expiration of the period stipulated in the articles of the business or other dissolved matter stipulated in the articles appeared. However, the company continued to exist except to amend the company's charter; (c) one shareholder resolution to dissolve the limited liability company or the shareholders dissolved; (4) according to the suspension of a business license, or order the closure was revoked; (5) The Court will be dissolved; (6) laws, administrative regulations dissolved the other cases. (Note

In addition to the above provisions of this chapter as shareholders under the relevant provisions of the "Company Law". together with other elements that need to be specified in the records. ) Chapter 8 of the 28 companies were registered in the company registration office approved later. Twenty-one copies of the Constitution, and they shall be reported to a company registration office. All shareholders handwritten signature, date stamped :

章程英文》出自:金链花美文网
链接地址:http://www.nongyeqq.com/content/WJ7xsgN5DZX3O5sW.html

网站地图 | 关于我们 | 联系我们 | 广告服务 | 免责声明 | 在线留言 | 友情链接 | RSS 订阅 | 热门搜索
版权所有 金链花美文网 www.nongyeqq.com

章程英文