Shareholders and promoters of the company must be considerate and clearly defined when formulating the company's articles of association, and cannot make various understandings.
Chapter I General Provisions
Article 1 In order to regulate the company's behavior and protect the legitimate rights and interests of shareholders, the Articles of Association is formulated in accordance with the Company Law of People's Republic of China (PRC) and relevant laws and regulations, and in combination with the actual situation of the company.
Article 2 Company name: Company domicile:
Article 3 The company shall be registered in the Enterprise Registration Branch of the Administration for Industry and Commerce according to law.
Article 4 The branch shall be established by xx Company.
Article 5 The company is a branch company, which carries out independent accounting, operates independently and is responsible for its own profits and losses. The company is liable for its debts with all its assets.
Article 6 The company shall abide by national laws, regulations and the Articles of Association, safeguard national interests and social interests, and accept the supervision of relevant government departments.
Article 7 The purpose of the company: honesty and high quality.
Chapter II Scope of Business
Article 8 Business Scope: The business scope approved by the business license and qualification certificate.
Chapter III Company Capital and Mode of Contribution
Article 9 Names of shareholders
Name, ID number and address of shareholders Article 10 Shareholders shall pay their subscribed capital contributions in full. After the capital contribution is paid in full, the company must issue a certificate to prove the model articles of association of the branch.
Chapter IV Shareholders and Shareholders' General Meeting
Article 11 Shareholders are investors of the company and enjoy the following rights:
(a) enjoy the right to vote according to the share of capital contribution; (2) Having the right to elect and be elected as executive directors and supervisors; (3) Review the minutes of the shareholders' meeting and the articles of association of the company, and pay dividends; (4) Distributing dividends in accordance with laws, regulations and the articles of association; (5) Transferring the capital contribution according to law and giving priority to purchasing the capital contribution transferred by other shareholders of the company; (6) After the termination of the company, share the company's' surplus property' according to law. Article 12 Shareholders have the following obligations:
(1) Paying the subscribed capital contribution;
(2) Undertaking the debts of the company according to the subscribed capital contribution; (three) the company shall not withdraw its capital contribution after handling the industrial and commercial registration; (4) Abide by the articles of association.
Article 13 The shareholders' meeting of the company is composed of all shareholders and is the authority of the company. Article 14 The shareholders' meeting shall exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan; (2) Electing and replacing the executive director and deciding on matters related to remuneration; (3) Electing and replacing the supervisors appointed by the shareholders' representatives and deciding on their remuneration; (4) To examine and approve the company's report.
(5) To examine and approve the annual financial budget and final accounts of the company; (VI) To examine and approve the company's profit distribution plan and loss recovery plan; (7) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders; (eight) to make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;
(9) Amending the Articles of Association.
Article 15 The shareholders' meeting shall be held once every six months. When major issues or major activities occur in the company, shareholders, executive directors or supervisors representing more than one quarter of the voting rights may propose to convene an interim meeting.
Article 16 The shareholders' meeting shall be convened by the executive director and presided over by the executive director. When the executive director is unable to perform his duties due to special reasons, other shareholders designated by the executive director shall preside over it.
Article 17 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution. General resolutions must be passed by shareholders representing more than half of the voting rights. Shareholders' resolutions on the company's division, merger, dissolution or change of corporate form and amendment of the company's articles of association must be passed by shareholders representing more than two-thirds of the voting rights.
Article 18 The formal shareholders' meeting shall be notified to all shareholders three days before the meeting, and the interim shareholders' meeting shall be notified to all shareholders one day before the meeting. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Chapter V Executive Directors
Article 19 The Company elects an executive director (concurrently the branch manager), who is elected by the shareholders' meeting.
Article 20 The executive director is the legal representative of the company. Article 21 The executive director shall exercise the following functions and 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;
(six) to draw up a clear plan for the company's merger, division, change of corporate form and termination of the contract;
(VII) Deciding on the establishment of the company's internal management organization;
(8) To appoint or dismiss the company's deputy manager and financial officer, and decide on their remuneration;
(9) To formulate the basic management system of the company.
Article 22 The term of office of the executive director is three years. Upon expiration of the term of office, the executive director may be re-elected. Before the expiration of the term of office of the executive director, the shareholders' meeting shall not dismiss him without reason.
Chapter VI Board of Supervisors
Article 33 The Company shall have supervisors, who are the internal supervision institutions of the Company. Article 24 There are 65,438+0 supervisors, and the term of office of supervisors is three years. The supervisor is elected by the shareholders' meeting. Upon expiration of the term of office, a supervisor may be re-elected.
Article 25 The board of supervisors shall have a convener, who shall be elected and removed by more than two thirds of all supervisors.
Article 26 The supervisor shall exercise the following functions and powers:
(a) check the company's finances:
(2) To supervise the acts of executive directors and managers who violate laws, regulations or the articles of association when performing their duties;
(three) when the executive director's behavior harms the interests of the company, ask the executive director to correct it;
(4) proposing to convene an extraordinary general meeting of shareholders.
Chapter VII Conditions for Shareholders to Transfer their Capital Contribution
Article 27 Shareholders may transfer all or part of their capital contributions to each other without the consent of the shareholders' meeting, but they shall inform the company of the corporate culture of the model articles of association.
Article 28 Conditions for a shareholder to transfer his capital contribution to a person other than a shareholder: more than half of the shareholders (investors) must agree;
Shareholders who do not agree to the transfer shall purchase the transferred capital contribution, and those who do not purchase the transferred capital contribution shall be deemed to agree to the transfer;
Under the same conditions, other shareholders have the preemptive right.
Chapter VIII Financial Accounting System
Article 29 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent department of the State Council.
Article 30 The company shall prepare financial and accounting reports at the end of each fiscal year, and submit them to all shareholders of the company within 15 days after completion of the preparation.
Article 31 When distributing the after-tax profits of the current year, the company shall allocate 10% of the profits to the company's statutory common reserve fund, and allocate 5% to 10% to the company's statutory public welfare fund. When the company's statutory common reserve reaches more than 50% of the company's registered capital, it may not be withdrawn. However, when the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital.
Article 32 If the company's statutory reserve fund is insufficient to make up for the company's losses in previous years, the profits of the current year shall be used to make up for the losses before the statutory reserve fund and statutory public welfare fund are withdrawn in accordance with the provisions of the preceding article.
Article 33 The remaining profits of the company after making up the losses and withdrawing the statutory reserve fund and statutory public welfare fund shall be distributed according to the proportion of shareholders' capital contribution.
Chapter IX Measures for Dissolution and Liquidation of the Company
Article 34 A company shall be dissolved under any of the following circumstances:
(1) The term of operation expires;
(2) The shareholders' meeting resolves to dissolve.
(3) The company needs to be dissolved due to merger or division;
(four) in violation of national laws and administrative regulations, it is ordered to close down according to law; (5) Other laws and regulations provide otherwise;
Signature and seal of shareholders:
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