Chapter I General Principles
Article 1 In accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law), the Regulations of the People's Republic of China on the Administration of Company Registration and relevant laws and regulations, a limited liability company (hereinafter referred to as the Company) is established with contributions made by equal parties.
Article 2 Where the Articles of Association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail. Matters not covered in the Articles of Association shall be governed by the Company Law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
Chapter II Company Name and Domicile
Article 3 Company Name: Limited Liability Company
Article 4 domicile:, postal code:.
Chapter III Business Scope of the Company
Article 5 Business scope of the Company (Note: to be filled in according to actual conditions):
Chapter IV Registered Capital of the Company
Article 6 The registered capital of the company is 1 10,000 yuan.
Article 7 When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.
The company shall notify the creditors within ten days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within thirty days.
The registered capital of the company after capital reduction shall not be lower than the statutory minimum.
Article 8 When the company increases its registered capital, the contribution of the newly-increased capital subscribed by shareholders shall be implemented in accordance with the relevant provisions of the articles of association.
Article 9 Where a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law.
Chapter V Name, Mode, Amount and Time of Contribution of Shareholders
Article 10 The names, subscribed and paid-in capital contributions, time and mode of capital contribution of shareholders are as follows:
Article 11 Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
Where a shareholder fails to pay the subscribed capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full on schedule in addition to paying it to the company in full.
Article 12 After the establishment of the company, if it is found that the actual price of the non-monetary property contributed by the company is obviously lower than the amount stipulated in the articles of association, the contributing shareholders shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.
Article 13 After the establishment of the company, a capital contribution certificate shall be issued to the shareholders.
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 of the shareholder, the amount and time of capital contribution.
(5) The serial number and date of issuance of the capital contribution certificate.
The capital contribution certificate shall be sealed by the company.
Article 14 A company shall keep a register of shareholders, which shall 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.
Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders.
The company shall register the names of shareholders and their capital contributions with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Without registration or change of registration, it may not confront a third party.
Chapter VI Rights and Obligations of Shareholders
Article 15 Shareholders shall enjoy the following rights:
(a) to participate in or elect representatives to participate in the shareholders' meeting and exercise their voting rights in proportion to their capital contribution;
(two) to understand the company's operating conditions and financial conditions, you can ask for access to the company's accounting books;
(3) Electing and being elected as a member of the board of directors (or executive director) or a member of the board of supervisors (or supervisor);
(4) Shareholders have the right to consult and copy the articles of association, minutes of shareholders' meetings, resolutions of board meetings, resolutions of board meetings and financial and accounting reports;
(5) Distributing dividends in accordance with laws, regulations and the articles of association;
(6) Transferring its capital contribution in accordance with laws, regulations and the Articles of Association;
(seven) to give priority to the purchase of capital contributions transferred by other shareholders;
(8) Give priority to subscribe for the newly-increased capital of the company;
(nine) after the termination of the company, obtain the remaining property of the company according to law;
(10) Other rights.
Article 16 Shareholders shall perform the following obligations:
(1) Abide by laws, administrative regulations and the articles of association;
(2) Pay the subscribed capital contribution in full and on time;
(3) Be liable for the debts of the company to the extent of the subscribed capital contribution;
(4) After the company has gone through the registration formalities, it shall not withdraw its investment;
(5) Other obligations.
Article 17 Shareholders shall exercise their rights according to law and shall not abuse their rights to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.
Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law.
Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.
Article 18 Where a shareholder requests to consult the company's accounting books, he shall submit a written request to the company, explaining the purpose. If the company has reasonable reasons to believe that the shareholders' access to the accounting books has improper purposes, which may harm the legitimate interests of the company, it may refuse to provide access, and shall give a written reply to the shareholders within 15 days from the date of the shareholders' written request, explaining the reasons. If the company refuses to provide inspection, the shareholders may request the people's court to require the company to provide inspection.
Chapter VII Powers and Rules of Procedure of the Shareholders' General Meeting
Article 19 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;
(4) Examining and approving the report of the Board of 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) To make resolutions on the company's investment in other enterprises or providing guarantee for others, and the company's providing guarantee for the company's shareholders or actual controllers;
(11) Amending the Articles of Association.
(xii) Other powers (Note: it is decided by the shareholders themselves, and this article is deleted if the shareholders have not made specific provisions).
Where the shareholders agree unanimously in writing on the matters listed in the preceding paragraph, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Article 20 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.
Article 21 Shareholders' meetings are divided into regular meetings and temporary meetings.
Regular meetings are held regularly in February every year (note: other times can be decided by shareholders). If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors and the board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.
Article 22 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 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; If the board of supervisors does not 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 23 The discussion methods and voting procedures of the shareholders' meeting:
The shareholders' meeting shall be held on 15 (note: shareholders may also determine other notice times. ) inform all shareholders of the date, place and content of the meeting before.
The shareholders shall exercise their voting rights in proportion to their capital contribution. The shareholders' meeting shall make a resolution on the matters discussed, which shall be passed by shareholders representing more than half of the voting rights. However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by shareholders representing more than two thirds of the voting rights.
The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Article 24 A shareholder may entrust an agent to attend the shareholders' meeting, and the agent shall submit a power of attorney to the company and exercise the right to vote within the scope of authorization.
Article 25 The total amount of investment or guarantee made by a company to other enterprises shall not exceed 50% of the registered capital of the company, and the amount of single investment or guarantee shall not exceed 25% of the registered capital of the company. Unless otherwise provided by law, the company shall not become a joint and several liability investor in the debt of the invested enterprise.
Article 26 Where a company provides a guarantee for its shareholders or actual controllers, it must be resolved by the shareholders' meeting.
Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.
Chapter VIII Formation Method, Powers and Rules of Procedure of the Board of Directors
Article 27 The Company shall have a board of directors, and the members of the board of directors shall be elected by the shareholders' meeting.
The board of directors shall have a chairman and a vice-chairman, who shall be elected and replaced by more than half of all directors.
Article 28 The term of office of directors is years. Upon expiration of the term of office, directors may be re-elected.
Where a director fails to be re-elected in time upon the expiration of his term of office, or a director resigns during his term of office, resulting in a quorum of board members, the original director shall still perform his duties as a director in accordance with laws, administrative regulations and the Articles of Association before the re-elected director takes office.
Article 29 The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) To be responsible for convening the shareholders' meeting and reporting 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.
Article 30 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 31 The discussion methods and voting procedures of the board of directors:
When convening a board meeting, all directors shall be notified ten days before the meeting.
The board of directors decided to implement the one-person-one-vote system. The meeting of the board of directors shall make resolutions on the matters discussed, which shall be adopted by more than half of the directors, but the resolutions in Item (6), (7) and (9) of Paragraph 2 of Article 29 shall be adopted by more than two thirds of the directors.
The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes.
Article 32 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.
Chapter IX Formation Method, Powers and Rules of Procedure of the Board of Supervisors
Article 33 The Company has a board of supervisors with members, and the ratio of shareholder representative supervisors to employee representative supervisors in the board of supervisors is as follows:
The shareholder representative supervisor in the board of supervisors is elected by the shareholders' meeting. The employee representative supervisors are democratically elected by the employees of the company through the employees' meeting.
Directors and senior managers shall not concurrently serve as supervisors.
Article 34 The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of 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.
Where the supervisor fails to be re-elected in time upon the expiration of his term of office, or the members of the board of supervisors are less than quorum due to the resignation of the supervisor during 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 The Board of 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;
(6) If the directors and senior managers violate laws, administrative regulations or the articles of association when performing their duties, thus causing losses to the company, they shall file a lawsuit against the directors and senior managers at the written request of the shareholders of the company;
(7) Other powers (Note: it is decided by the shareholders themselves, and this article shall be deleted if the shareholders have not made specific provisions).
Article 37 Supervisors may attend board meetings as nonvoting delegates and raise questions or suggestions on matters resolved by the board.
The Board of Supervisors may investigate the company's abnormal operation; 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 Board of Supervisors shall convene a meeting every six months, and the supervisor may propose to convene an interim meeting of the Board of Supervisors. The meeting shall be valid only if more than half of the supervisors are present.
Article 39 Discussion methods and voting procedures of the Board of Supervisors: The voting on resolutions of the Board of Supervisors shall be based on the one-person-one-vote system; The meeting of the Board of Supervisors shall make resolutions on the matters discussed, which shall be passed by more than half of the supervisors. The board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors present at the meeting shall sign the minutes.
Article 40 The expenses required for the board of supervisors to exercise its functions and powers shall be borne by the company.
Chapter X Legal Representative of the Company
Article 41 The chairman of the board is the legal representative of the company, and his term of office shall not exceed three years. Elected and replaced by more than half of all directors of the board of directors, who may be re-elected at the expiration of their term of office.
Article 42 The chairman shall exercise the following functions and powers:
(1) Presiding over the shareholders' meeting and convening and presiding over the board meeting;
(2) Check the implementation of the shareholders' meeting and the board meeting, and report to the board of directors;
(3) Signing relevant documents on behalf of the company;
(4) Exercising special adjudication power and disposal power on the company's affairs in emergency situations such as major natural disasters, but such adjudication power and disposal power shall be in line with the company's interests, and report to the board of directors and shareholders' meeting afterwards;
(5) Other functions and powers.
Chapter II XI Equity Transfer
Article 43 Shareholders may transfer part or all of their capital contributions to each other.
Article 44 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 45 After the shareholders transfer their capital contribution according to law, the company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and change 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 46 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 47 After the death of a natural person shareholder, his legal successor may inherit the shareholder qualification.
Chapter XII Qualifications and Obligations of Directors, Supervisors and Senior Managers of the Company
Article 48 A person shall not be a director, supervisor or senior manager of the company under any of the following circumstances:
(1) Having no or limited capacity for civil conduct;
(2) Being sentenced to punishment for corruption, bribery, embezzlement of property, misappropriation of property or disrupting the order of the socialist market economy, and the execution period is less than five years, or being deprived of political rights for committing a crime, and the execution period is less than five years;
(3) If the directors, factory directors and managers of a bankrupt company or enterprise are personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Being the legal representative of a company or enterprise whose business license has been revoked due to violation of law and ordered to close down, and having personal responsibility, it has not been more than three years since the date when the business license of the company or enterprise was revoked;
(five) a large amount of debt owed by an individual has not been paid off at maturity.
If the company elects, appoints directors, supervisors or employs senior management personnel in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid.
The company shall remove the directors, supervisors and senior managers from their posts under any of the circumstances listed in the first paragraph of this article during their term of office.
Article 49 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.
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 50 Directors and senior managers 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 the company's funds to others or providing guarantees for others with the company's property without the consent of the shareholders' meeting;
(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 of directors and senior managers who violate the provisions of the preceding paragraph shall be owned by the company.
Article 51 Directors, supervisors and senior managers who violate laws, administrative regulations or the articles of association when performing their duties in the company, thus causing losses to the company, shall be liable for compensation.
Article 52 Where the shareholders' meeting requires directors, supervisors and senior managers to attend the meeting as nonvoting delegates, the directors, supervisors and senior managers shall attend and accept shareholders' questions.
Directors and senior managers shall truthfully provide relevant information and materials to the board of supervisors, and shall not hinder the board of supervisors from exercising its functions and powers.
Article 53 Where a director or senior manager has any of the circumstances specified in Article 51 of the Articles of Association, the shareholders may request the Board of Supervisors to bring a lawsuit to the people's court in writing; Where the supervisor has the circumstances specified in Article 51 of the Articles of Association, the above shareholders may request the board of directors to bring a lawsuit to the people's court in writing.
Where the Board of Supervisors and the Board of Directors refuse to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fail to bring a lawsuit within 30 days from the date of receiving the request, or the interests of the company will be irretrievably damaged if the company is in an emergency, the shareholders specified in the preceding paragraph have the right to bring a lawsuit directly to the people's court in their own name for the benefit of the company.
If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people's court in accordance with the provisions of the preceding two paragraphs.
Article 54 Where a director or senior manager violates laws, administrative regulations or the Articles of Association and damages the interests of shareholders, the shareholders may bring a lawsuit to the people's court.
Chapter XIII Company's Finance, Accounting and Profit Distribution
Article 55 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.
The company's fiscal year starts from Gregorian calendar 1 month 1 day and ends on1February 3 1 day. The company shall prepare financial and accounting reports at the end of each fiscal year, which shall be audited by accounting firms according to law. The financial accounting report shall include the following financial accounting reports and schedules:
(1) Balance sheet;
(2) Income statement;
(3) Statement of changes in financial position;
(4) Statement of financial position;
(5) Statement of profit distribution.
The company shall, within 30 days after the end of each fiscal year (note: other times may be stipulated. ) send the financial accounting report to all shareholders.
Article 56 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-tax profits of the Company after making up losses and withdrawing common reserve fund shall be distributed according to the proportion of capital contribution made by shareholders.
If the shareholders' meeting or the board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up the losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.
Article 57 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. 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 58 A company may 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 XV Dissolution and Liquidation of the Company
Article 64 A company may be dissolved under any of the following circumstances:
(1) The business term stipulated in the Articles of Association expires;
(2) The shareholders' meeting resolves to dissolve.
(3) The company needs to be dissolved due to merger or division;
(4) Its business license is revoked, ordered to close down or revoked according to law.
(5) Serious difficulties occur in the operation and management of the company, and the continued existence will cause great losses to the interests of shareholders, which cannot be solved by other means. Shareholders who hold more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
Article 65 The Company may survive by amending the Articles of Association in case of Article 64 (1) of the Articles of Association.
Amendments to the Articles of Association in accordance with the provisions of the preceding paragraph must be approved by shareholders holding more than two thirds of the voting rights.
Article 66 If the company is dissolved due to the provisions of Item (1), Item (2), Item (4) and Item (5) of Article 64 of the Articles of Association, it shall set up a liquidation group within 15 days from the date of the dissolution, and start liquidation. The liquidation group is composed of shareholders.
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: