Articles of association of limited company
Chapter I General Provisions
Article 1 In accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and relevant laws and regulations, a limited liability company is established by capital contributions made by Party A and Party B, and these Articles of Association are specially formulated.
Article 2 Where the Articles of Association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.
Chapter II Company Name and Domicile
Article 3 Company name:.
Article 4 domicile:.
Chapter III Business Scope of the Company
Article 5 Business scope of the Company:
Chapter IV Registered Capital of the Company, Names of Shareholders, Amount, Time and Mode of Contribution
Article 6 The registered capital of the company is 1 10,000 yuan.
Article 7 The name, amount, time and mode of contribution of shareholders are as follows:
Chapter V Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 8 The shareholders' meeting 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 directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors (or executive directors);
(4) Examining and approving the report of the board of supervisors (or supervisors);
(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) other functions and powers.
Article 9 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.
Article 10 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution.
Article 11 Shareholders' meetings are divided into regular meetings and temporary meetings.
When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting.
Regular meetings are held regularly. If shareholders representing more than one-tenth of the voting rights, more than one-third of directors, supervisors or supervisors (when there is no board of supervisors) propose to convene an interim meeting, an interim meeting shall be convened.
Article 12 The shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting.
If the board of directors or the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves.
Article 13 When the shareholders' meeting makes a resolution to amend the Articles of Association, increase or decrease the registered capital, the resolution of merger, division, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights.
Article 14 The company shall have a board of directors, and the members of the board of directors shall be people. The term of office of the directors is years, and they may be re-elected at the expiration of the term.
The board of directors shall have a chairman and a vice-chairman elected by shareholders.
Article 15 The board of directors shall exercise the following functions and powers:
(1) To convene the shareholders' meeting and report to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) Examining and approving 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, change of corporate form and dissolution 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;
(X) To formulate the basic management system of the company;
(eleven) other functions and powers.
Article 16 The meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by more than half of the directors.
Article 17 The voting on the resolutions of the board of directors shall be one person, one vote.
Discussion methods and voting procedures of the board of directors.
Article 18 The company shall have a manager who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors 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 board of 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 board of directors;
(8) Other powers granted by the board of directors.
The manager attended the board meeting.
Article 19 The Company shall have a board of supervisors with members and a chairman, who shall be elected by more than half of all supervisors. The ratio of shareholder representative supervisors to employee representative supervisors in the board of supervisors is:
The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected.
Article 20 The board of supervisors or supervisors shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the acts of directors and senior managers in performing the duties of the Company, and put forward suggestions for the removal of directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting;
(3) To require directors and senior managers to correct their actions when they harm the interests of the company;
(4) Proposing to convene an extraordinary shareholders' meeting, and convening and presiding over the shareholders' meeting when the board of directors fails to perform its duties as stipulated in this Law;
(five) to submit a proposal to the shareholders' meeting;
(six) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the directors and senior managers;
(7) Other functions and powers.
Supervisors may attend board meetings as nonvoting delegates.
Article 21 The board of supervisors shall meet at least once a year, and the supervisor may propose to convene an interim meeting of the board of supervisors.
Article 22 The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
Discussion methods and voting procedures of the board of supervisors.
Chapter VI Legal Representative of the Company
Article 23 The chairman of the board is the legal representative of the company.
Chapter VII Other matters deemed necessary by the shareholders' meeting.
Article 24 Shareholders may transfer part or all of their capital contributions to each other.
Article 25 A shareholder's transfer of equity to a person other than a shareholder shall be approved by more than half of the 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 The business term of the company is years, counting from the date when the company's business license is issued.
Article 27 Under any of the following circumstances, the liquidation group of the company shall apply to the original company registration authority for cancellation of registration within 30 days after the liquidation of the company is completed:
(1) The company is declared bankrupt according to law.
(2) The business term specified in the articles of association expires or other reasons for dissolution specified in the articles of association occur, except that the company survives by amending the articles of association;
(3) The shareholders' meeting decides to dissolve or the shareholders of a one-person limited liability company decide to dissolve;
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court is dissolved according to law;
(6) Other circumstances of dissolution as stipulated by laws and administrative regulations.
Chapter VIII Supplementary Provisions
Article 28 The registered items of a company shall be subject to the approval of the company registration authority.
Article 29 The Articles of Association shall be made in duplicate, and one copy shall be submitted to the company registration authority.
Signature and official seal of all shareholders.