公司章程---英文模板

公司章程---英文模板

“Translation of Articles of Incorporation of XXX Co. Ltd”

Articles of Incorporation

of

XXX Co. Ltd

Chapter 1 General Provisions

Article 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 Shareholders

Article 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 of

shareholders’ meetings and financial documents, and put forward suggestions on the

company’s operation;

(5) gain dividend in proportion to their shares and have the preemptive rights for new

shares;

(6) share the company’s residual assets in proportion to their shares upon the dissolution

of the company;

(7) file lawsuits against the company for compensations if the shareholders’ interests are

damaged by the company;

Article 9 Shareholders are obligated to:

(1) pay the subscribed contributions;

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(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 the

development 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 Capital

Article 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 ownership Article 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’ Meeting

Article 17 The shareholders’ m eeting 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;

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(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 tran sfer of the shareholders’ shares;

(11) make resolutions on the company's merger, division, dissolution, liquidation and

change of the corporate form;

(12) amend the Articles of Incorporation.

Article 19 The shareholders have the right to vote in the

sh areholders’ 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 Decembe r 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’ meetin g should be reduced to writing, and

all the shareholders attending the meeting should sign on the minutes.

Chapter 5 The Executive Director

Article 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 shareh olders’ 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 compan y’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 the

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change 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 the

manager’s nomination, decide to hire or fire the deputy manager, the financial officer

and 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 Office

Article 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 the

shareholders’ 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 the

executive 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 ma nager and other senior officers, the shareholders’ meeting shall have the authority to dismiss them at any time.

Chapter 7 Supervisors

Article 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 may

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not 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 regula tions;

(3) ask the executive director and the manager to rectify themselves when their behavior

damage the company’s interests;

(4) propose to convene an interim shareholders’ meeting.

Chapter 8 Finance and Accounting

Article 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 Liquidation

Article 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.

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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 creditor s’ 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 Provisions

Article 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 ap proved 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 approv ed 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 th e Articles of Incorporation will take into effect upon the registration of the company with Industrial and Commercial Administration.

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Signatures or Seals of the Shareholders:

Date:

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