In accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations, a limited company (hereinafter referred to as the Company) is established by capital contribution of * *. After discussion by all shareholders, the Articles of Association is jointly formulated.
Chapter I Company Name and Domicile
Article 1 Company Name: Company
Article 2 The company's domicile:
Chapter II Business Scope of the Company
Article 3 Business scope of the Company:
(those involving administrative license shall operate with the license).
If the business scope of the company belongs to the items that need to be approved before registration as stipulated by laws, administrative regulations or the State Council decisions, it shall be reported to the relevant state departments for approval before applying for registration.
Chapter III Registered Capital of the Company
Article 4 Registered capital of the company: RMB 1 10,000 yuan.
Chapter IV Name of Shareholders, Mode, Amount and Time of Contribution
Article 5 The name, mode, amount and time of contribution of shareholders are as follows:
..... the name of the shareholder.
ID number or certificate number
amount of contribution
Investment form
Shareholders shall pay their subscribed capital contribution in full at one time before applying for company registration.
(The above form is applicable to shareholders' one-time contribution; Shareholders can make contributions by installments in the following forms:)
Name of shareholder
Investment form
subscribe
amount of contribution
paid-in
amount of contribution
Capital contribution time
down payment
time
The rest
Within two years after the establishment of the company
down payment
time
The rest
Within two years after the establishment of the company
down payment
time
The rest
Within two years after the establishment of the company
Article 6 After a shareholder makes a capital contribution, it must be verified by a legally established capital verification institution and a certificate must be issued.
Article 7 After the company is established, it shall issue a certificate of capital contribution to shareholders and keep a register of shareholders.
Chapter V Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 8 The shareholders' meeting of the company is composed of all shareholders and is the authority of the company, exercising the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing the executive directors and supervisors who are not staff representatives, and deciding the remuneration of the executive directors and supervisors;
(3) Examining and approving the report of the executive director;
(4) Examining and approving the report of the supervisor;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) to make resolutions on the guarantee provided by the shareholders or actual controllers of the company.
Where shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document (signature of natural person shareholder and seal of corporate shareholders).
Article 9 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the Company Law.
Article 10 Shareholders' meetings are divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting is held. Have a regular meeting every time. Where shareholders, executive directors and supervisors representing more than one tenth of the voting rights propose to convene an interim meeting, an interim meeting shall be convened.
Article 11 The shareholders' meeting shall be convened and presided over by the executive director; If the executive director is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by the supervisor; If the supervisor fails to convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting on their own.
Article 12 The shareholders' meeting shall keep minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
The shareholders shall exercise their voting rights in proportion to their capital contribution.
The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.
Resolutions made by the shareholders' meeting on matters other than those specified in the preceding paragraph must be passed by shareholders representing more than half of the voting rights of all shareholders.
Article 13 If a shareholder is unable to attend the shareholders' meeting, he may entrust others to attend in writing, and the entrusted person shall exercise the rights specified in the power of attorney according to law.
Article 14 Where a company invests in other enterprises or provides guarantees for others, it shall be decided by the shareholders' meeting.
To provide guarantee for the shareholders or actual controllers of the company, it must be decided by the shareholders' meeting. The voting is passed by more than half of the voting rights held by other shareholders present at the meeting, and the shareholders controlled by this shareholder or actual controller may not participate.
Article 15 The resolution of the company's shareholders' meeting is invalid if it violates laws and administrative regulations.
If the convening procedure and voting method of the shareholders' general meeting violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution.
If the company has gone through the registration of change according to the resolution of the shareholders' meeting, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the registration of change.
Article 16 The Company does not have a board of directors, but has an executive director with a term of three years, who is elected by the shareholders' meeting. Upon expiration of the term of office, an executive director may be re-elected.
Article 17 The executive director shall be responsible to the shareholders' meeting and exercise the following powers:
(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager; (If there is no manager, please delete this article)
(X) To formulate the basic management system of the company;
Article 18 When the executive director makes a decision on the matters listed in the preceding paragraph, it shall be made in writing, signed by the executive director and kept in the company.
Article 19 The Company shall have a manager who shall be appointed or dismissed by the executive director. The term of office of the manager is three years, and can be re-elected at the expiration of the term. The manager is responsible to the executive director and exercises the following powers:
(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the executive directors;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To formulate plans for the establishment of the company's internal management organization;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the executive director;
(eight) other powers granted by the executive director.
(Note: The manager is not an essential institution of the company, so Article 19 No manager is required to be included in the articles of association. Please adjust the serial number of the articles of association accordingly. )
Article 20 The Company has one supervisor instead of a board of supervisors. The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected.
If the supervisor fails to be re-elected in time after the expiration of his term of office, the original supervisor shall still perform his duties as a supervisor in accordance with laws, administrative regulations and the Articles of Association.
Executive directors and senior managers shall not concurrently serve as supervisors.
Article 21 A supervisor shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the actions of the executive directors and senior managers in performing their duties, and put forward suggestions for the removal of the executive directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the shareholders' meeting;
(3) To require the executive directors and senior managers to make corrections when their actions harm the interests of the company;
(4) Proposing to convene an interim shareholders' meeting, and convening and presiding over the shareholders' meeting when the executive director fails to perform his duties as stipulated in the Company Law;
(5) Submit the draft to the shareholders' meeting;
(six) to bring a lawsuit against the executive director and senior management personnel according to law.
Article 22 A supervisor may raise questions or suggestions on matters decided by the executive director. The supervisor may investigate the abnormal operation of the company; If necessary, an accounting firm can be hired to assist in the work, and the expenses shall be borne by the company.
Article 23 The expenses necessary for the supervisors to exercise their functions and powers shall be borne by the company.
Chapter VI Legal Representative of the Company
Article 24 The legal representative of the company is the executive director.
Chapter VII Equity Transfer
Article 25 Shareholders may transfer all or part of their shares to each other.
Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.
Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.
Article 26 After the equity transfer, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and modify the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Article 27 Under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' general meeting may request the company to purchase its equity at a reasonable price:
(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Article 28 After the death of a natural person shareholder, his legal successor may inherit the shareholder qualification.
Chapter VIII Finance, Accounting, Profit Distribution and Labor Employment System
Article 29 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council, and make financial and accounting reports at the end of each fiscal year, entrust a nationally recognized accounting firm to audit, issue a written report and send it to all shareholders within three months after the end of each fiscal year.
Article 30 The profit distribution of the Company shall be implemented in accordance with the Company Law, relevant laws and regulations and the provisions of the competent financial department of the State Council. Shareholders shall receive dividends in proportion to the paid-in capital contribution.
Article 31 The appointment and dismissal of the accounting firm that undertakes the audit business of the company shall be decided by the company (note: election of shareholders' meeting or executive director).
Article 32 The employment system shall be implemented in accordance with national laws and regulations and the relevant provisions of the labor department of the State Council.
Chapter IX Reasons for Dissolution of the Company and Liquidation Measures
Article 33 The business term of the company is years, counting from the date when the Business License for Enterprise as a Legal Person is issued.
Article 34 A company may be dissolved under any of the following circumstances:
(1) The business term of the company expires.
(2) The shareholders' meeting resolves to dissolve.
(3) The company needs to be dissolved due to merger or division;
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court shall be dissolved in accordance with the provisions of the Company Law.
When the business term of a company expires, it can survive by amending its articles of association.
Article 35 The company has serious difficulties in its operation and management, which will cause great losses to the interests of shareholders. If it cannot be solved by other means, shareholders holding more than 0/0% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
Article 36 When the company is dissolved in accordance with the provisions of Item (1), Item (2), Item (4) and Item (5) of Paragraph 1 of Article 34 of the Articles of Association, a liquidation group shall be established within 15 days after the reasons for dissolution appear to liquidate the company. The liquidation group shall, within 10 days from its establishment, apply to the registration authority for the members and responsible persons of the liquidation group to put on record, notify the creditors, and make an announcement in the newspaper within 60 days. After the liquidation, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.
Article 37 The liquidation group shall be composed of shareholders, and the specific members shall be decided by the shareholders' meeting.
Chapter X Obligations of Executive Directors, Supervisors and Senior Managers
Article 38 Senior managers refer to the managers, deputy managers and financial officers of the company.
Article 39 The executive directors, supervisors and senior managers shall abide by the laws, administrative regulations and the articles of association of the company, and shall have the duty of loyalty and diligence to the company, and shall not take bribes or other illegal income by taking advantage of their functions and powers, or encroach on the company's property.
Article 40 An executive director or senior manager shall not commit any of the following acts:
(1) Misappropriation of company funds;
(2) Opening an account for the company's funds in its own name or in the name of other individuals.
(3) Lending the company's funds to others or providing guarantee for others with the company's property without the consent of the shareholders' meeting;
(four) without the consent of the shareholders' meeting, enter into a contract or conduct a transaction with the company;
(5) Without the consent of the shareholders' meeting, taking advantage of his position to seek business opportunities belonging to the company for himself or others, and running the same business as the company he works for himself or others;
(six) accept the entrustment of others and regard the transaction with the company as your own;
(seven) unauthorized disclosure of company secrets;
(8) Other acts that violate the obligation of loyalty to the company.
Article 41 If the executive directors, supervisors and senior managers violate laws, administrative regulations or the Articles of Association when performing their duties, and thus cause losses to the company, they shall be liable for compensation.
Chapter V Other matters deemed necessary by XI's general meeting of shareholders.
Article 42 Where the articles of association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.
Article 43 The registered items of a company shall be subject to the approval of the company registration authority. If the company modifies its articles of association according to the needs and does not involve the change of registered items, it shall submit the modified articles of association to the company registration authority for the record; Where the registered items change, the company shall also register the change with the company registration authority.
Article 44 The Articles of Association shall come into effect as of the date of signature and seal by all shareholders.
Article 45 The Articles of Association are made in duplicate, one for the company and one for the company registration authority.
Signature of all shareholders (seal of corporate shareholders):
Date, year and month
Resolution of shareholders' meeting
According to the Company Law of People's Republic of China (PRC), all shareholders held the first shareholders' meeting on, and the meeting was convened and presided over by the shareholder who contributed the most. The resolutions are as follows:
1. Adopt the Articles of Association of Shanghai Co., Ltd.;
2. The meeting was elected as the executive director of the company;
Three. The meeting was elected as the supervisor of the company.
The meeting unanimously agreed to establish Shanghai Co., Ltd. and intends to apply to the company registration authority for registration of establishment.
All shareholders (signature and seal)