Chapter I General Provisions
Article 1 The Articles of Association are formulated in accordance with the Company Law of People's Republic of China (PRC), the Regulations of Shenzhen Special Economic Zone on Limited Liability Companies and relevant laws and regulations.
Article 2 All activities of the company (hereinafter referred to as the company) must be observed and protected by national laws and regulations.
Article 3 The company is registered in Shenzhen Municipal Market Supervision Administration.
Name:
Address:
Article 4 The business scope of the company includes: technical development of intelligent management equipment in parking lots, sales of card reading equipment, access control machines, attendance machines, toll collectors, road gates, channel management equipment, electromechanical products, software and hardware of monitoring systems, and domestic trade and import and export of goods and technologies. (Except for items that need to be approved before registration as stipulated by laws, administrative regulations and the State Council decisions).
Article 5 A company may invest abroad and set up branches and offices according to its business needs.
Article 6 The business term of the company is ten years, counting from the date of approval and registration of the company.
Chapter II Shareholders
Article 7 The Company has * * * shareholders:
The first party
Name:
Domicile:
ID number:
party B
Name:
Domicile:
ID number:
Article 8 Shareholders shall enjoy the following rights:
(1) Having the right to elect and be elected as the executive director and supervisor of the company;
(2) Convening shareholders' meetings in accordance with laws, regulations and articles of association;
(3) To supervise the company's business activities and daily management;
(4) Have the right to consult the company's articles of association, minutes of shareholders' meeting and the company's financial and accounting reports, and put forward suggestions and questions on the company's operation;
(5) Divide the dividend according to the proportion of capital contribution, and the company has the preemptive right when increasing capital;
(six) after the dissolution of the company, share the remaining assets according to the proportion of capital contribution;
(7) When the company infringes upon its legitimate interests, it has the right to request the people's court with jurisdiction to correct it, and if it causes economic losses, it may request compensation.
Article 9 Shareholders shall perform the following obligations:
(1) Pay the subscribed capital contribution in accordance with regulations;
(2) Be responsible for the company with the subscribed capital contribution;
(3) After the company is approved and registered, it shall not withdraw its capital contribution;
(4) Abide by the Articles of Association and keep company secrets;
(5) Support the company's operation and management, put forward reasonable suggestions and promote the company's business development.
Article 10 After the establishment of the company, a capital contribution certificate shall be issued to shareholders, and the capital contribution certificate shall specify the following items:
(1) Name of the company;
(2) Date of establishment of the company;
(3) The registered capital of the company.
(4) The name, amount and time of contribution of the shareholders;
(5) The serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall be sealed by the company.
Article 11 A company shall set up a register of shareholders to record the following items:
(1) the name and domicile of the shareholders;
(2) Capital contribution of shareholders.
(3) The serial number of the capital contribution certificate.
Chapter III Registered Capital
Article 12 The registered capital of the company is RMB 500,000. The contribution amount and proportion of each shareholder are as follows:
Name of shareholders, amount and proportion of capital contribution
Article 13 Shareholders make capital contributions in cash.
Article 14 The registered capital of a company shall be paid in full by installments within two years from the date of company registration, and the initial capital contribution shall be paid in full before the company registration, and shall not be less than 20% of the registered capital; After the equity transfer, each shareholder shall enjoy and assume all the rights and obligations of the company in proportion to the shares held by him.
If a shareholder fails to pay the subscribed capital contribution, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full.
Article 15 Shareholders may make capital contributions in non-monetary terms, but they must go through relevant procedures according to law.
Article 16 Shareholders may transfer their capital contribution according to law.
Chapter IV General Meeting of Shareholders
Article 17 The company shall set up a shareholders' meeting, which is composed of all shareholders and is the authority of the company.
Article 18 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 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 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) other functions and powers stipulated in the articles of association.
Where the 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.
Article 19 At the shareholders' meeting, 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.
Article 20 The shareholders' meeting shall be held once a year. The annual meeting is a regular meeting held every year1February. 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 21 The shareholders' meeting shall be convened and presided over by the executive director. When the executive director is unable to perform his duties due to special reasons, it shall be convened and presided over by the shareholders designated by the executive director.
Article 22 When convening a general meeting of shareholders, all shareholders shall be notified in writing or by other means fifteen days before the meeting. If a shareholder is unable to attend for some reason, he may entrust an agent to attend.
Under normal circumstances, the resolution of the shareholders' general meeting shall be valid only with the consent of more than half of all shareholders (including half) and shareholders representing more than half of the voting rights.
The amendment of the Articles of Association shall be subject to the consent of more than half of all shareholders (including half) who represent more than two thirds of the voting rights, and the resolution of the shareholders' meeting shall be valid.
Article 23 The shareholders' meeting shall keep minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Chapter V Executive Directors
Article 24 The company does not have a board of directors, but has an executive director who exercises the rights of the board of directors.
Article 25 The executive director is the legal representative of the company and is elected by the shareholders' meeting for a term of three years.
Article 26 The executive director shall be nominated by shareholders and elected by the shareholders' meeting.
Article 27 An executive director may be re-elected upon expiration of his term of office.
Article 28 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;
(X) To formulate the basic management system of the company;
(eleven) other functions and powers stipulated in the articles of association.
Article 29 The executive director shall submit the decisions made according to the matters stipulated in the Articles of Association to the shareholders' meeting in writing.
Chapter VI Management Organization
Article 30 The company shall set up a management organization, with a manager and several management departments according to the company's situation.
The manager of the company's management organization shall be appointed or dismissed by the executive director for a term of three years. The manager is responsible to the executive director and exercises the following powers:
(1) To take charge of the production, operation and management of the company and organize the implementation of the decisions of the executive director;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To draft the establishment plan 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;
(8) Articles of Association and other powers granted by the executive director.
Article 31 The executive directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association of the company, and have the obligation of loyalty and diligence to the company. Executive directors, supervisors and senior management personnel shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.
Article 32 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) In violation of the Articles of Association, lending company funds to others or providing company property as a guarantee for others without the consent of the shareholders' meeting or the executive director;
(four) in violation of the provisions of the articles of association of the company or 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.
The income earned by the executive directors and senior managers in violation of the provisions of the preceding paragraph shall be owned by the company.
Article 33 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 VII Supervisors
Article 34 The Company has one supervisor instead of a board of supervisors. The supervisor shall be appointed by the shareholders' meeting.
Executive directors and senior managers shall not concurrently serve as supervisors.
Article 35 The term of office of a supervisor is three years. Upon expiration of the term of office, a 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 in accordance with laws, administrative regulations and the Articles of Association before the re-elected supervisor takes office.
Article 36 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 directors and senior managers who violate laws, administrative regulations, articles of association or 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;
(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 executive directors and senior managers;
(seven) other functions and powers stipulated in the articles of association.
Article 37 A supervisor may conduct an investigation if he finds that the company is operating abnormally. If necessary, an accounting firm can be hired to assist in the work, and the expenses shall be borne by the company.
Article 38 The expenses necessary for supervisors to exercise their functions and powers shall be borne by the company.
Chapter VIII Finance and Accounting
Article 39 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.
Article 40 A company shall prepare financial and accounting reports at the end of each fiscal year, which shall be audited by an accounting firm according to law. Financial and accounting reports shall be prepared in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.
Article 41 The company shall send the accounting report to the shareholders within 30 days after the audit of the financial accounting report is completed.
Article 42 When distributing the after-tax profits of the current year, the company shall withdraw 10% of the profits and include it in the statutory common reserve fund of the company. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.
If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw any reserve fund from the after-tax profits upon the resolution of the shareholders' meeting. After the company makes up the losses and withdraws the after-tax profits from the provident fund, the shareholders will pay dividends in proportion to the paid-in capital contribution.
If the shareholders' meeting or the executive director violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.
Article 43 The company's common reserve fund shall be used to make up the company's losses, expand the company's production and operation, or be converted to increase the company's capital. However, the capital reserve fund shall not be used to make up the company's losses.
When the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital of the company before the transfer.
Article 44 The appointment and dismissal of the accounting firm that undertakes the audit business of the company shall be decided by the shareholders' meeting.
Article 45 A company shall not set up other accounting books besides the statutory accounting books.
No account shall be opened for the company's assets in the name of any individual.
Chapter IX Dissolution and Liquidation
Article 46 The merger or division of a company shall be handled in accordance with the provisions of national laws and regulations.
Article 47 dissolution may be carried out when various reasons for dissolution stipulated by laws and regulations arise.
Article 48 In case of normal (non-mandatory) dissolution of the company, a liquidation group shall be established within 15 days from the date of the dissolution, and liquidation shall be started. The liquidation group is composed of shareholders.
Article 49 After the liquidation group is established, the company stops its business activities unrelated to liquidation.
Article 50 The liquidation group shall exercise the following functions and powers during the liquidation period:
(1) Clean up the company's assets and prepare a balance sheet and a list of assets respectively;
(2) Notify creditors.
(3) Handling the unfinished business of the company related to liquidation;
(four) to pay the taxes owed and the taxes generated in the liquidation process;
(5) Clearing up creditor's rights and debts;
(6) Disposing of the company's remaining property after paying off debts;
(seven) to participate in civil litigation activities on behalf of the company.
Article 51 The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days. The liquidation group shall register the creditor's rights of the company.
Article 52 After clearing the company's assets, preparing the balance sheet and list of assets, the liquidation group shall formulate the liquidation plan and report it to the shareholders' meeting for confirmation.
After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the company's debts, the remaining property shall be distributed according to the proportion of shareholders' investment. During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to liquidation. The company's property shall not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.
Article 53 After the liquidation of the company, the liquidation group shall prepare a liquidation report and submit it to the shareholders 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 54 members of the liquidation group shall be loyal to their duties and perform liquidation obligations according to law. Members of the liquidation group shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.
Members of the liquidation group shall be liable for compensation if they cause losses to the company or creditors due to intentional or gross negligence.
Chapter X Supplementary Provisions
Article 55 The Articles of Association shall be amended when the registered items and other important clauses of the Articles of Association change.
The procedures for amending the Articles of Association shall comply with the provisions of the Company Law and the Articles of Association.
Modify the articles of association, only modify the revised articles of association or formulate new articles of association.
Article 56 The amendments or new articles of association adopted by the shareholders' meeting shall be reported to the company registration authority for the record.
Article 57 If the Articles of Association conflict with national laws and regulations, the provisions of national laws and regulations shall prevail.
Article 58 The supplementary resolution adopted by the shareholders' meeting of the company is an integral part of the company's articles of association and shall be reported to the company registration authority for the record.
Article 59 The right to interpret the Articles of Association belongs to the shareholders' meeting of the company, and the Articles of Association shall come into effect after the company changes its registration.
Seal and signature of shareholders:
date month year