Chapter I General Principles
Article 1 XX Enterprise Group is an enterprise legal person consortium with XX Development Group Co., Ltd. as the parent company, capital as the main link and the articles of association of the group as the same standard.
Article 2 Group name and legal address
Name: XX Enterprise Group
Abbreviation: XX Group
Legal address: Beijing XX Industrial Development Zone
Article 3 The name and legal address of the parent company of the group
Name: XX Development Group Co., Ltd
Legal address: within XX Industrial Development Zone, Beijing
Article 4 Group purpose: Take the parent company of the group as the core and capital as the link, give full play to the comprehensive advantages of the group members, realize the optimal allocation of various resources and make greater contributions to society.
Article 5 The Group shall abide by national laws and regulations, engage in production and business activities within the scope permitted by national laws and regulations, safeguard national interests and public interests, and accept the supervision and management of relevant government departments according to law.
Chapter II Joint Operation and Cooperation among Group Members
Article 6 The member units of a group include the parent company, holding subsidiaries and other member units. The parent company, holding subsidiaries and member units all have independent legal personality.
I parent company: XX development group co., ltd.
2. Holding subsidiaries: Beijing XX Investment Development Co., Ltd., Beijing XX Economic and Trade Development Co., Ltd., Beijing XX Xingye Technology Development Co., Ltd., Beijing XX Advertising Co., Ltd. and Beijing XX Property Management Co., Ltd. ..
Article 7 The Group implements centralized decision-making, hierarchical management and decentralized operation. The board of directors of the group is the management and decision-making body of the group; The parent company is the financial and investment center of the group and is in the leading and core position in the group. On behalf of the Group, the parent company's main functions are to study and determine the development plan, be responsible for investment and financing decisions, engage in capital operation, assess and appoint operators, and monitor economic operation.
Article 8 A holding subsidiary may be preceded by the name or abbreviation of the enterprise group. However, it is not allowed to sign economic contracts or engage in business activities in the name of the group.
Article 9 Group management system
I. Management of holding subsidiaries by the parent company of the group
According to the Company Law, the parent company exercises the rights and obligations of shareholders in accordance with the law and sends directors and supervisors to the holding subsidiaries. Through the shareholders' meeting, the board of directors and the board of supervisors, participate in the decision-making of major business management issues such as the company's business policy, investment direction, operator selection and profit distribution, and supervise and manage the company's business management activities.
The second is the relationship between the parent company of the group and other member units.
The relationship between the parent company and other member units is the relationship of equity participation, production, operation and cooperation.
Chapter III Organization and Authority of the Group Management Organization
Article 10 The Group shall set up a board of directors as the management body of the Group.
Article 11 The board of directors is composed of the principal responsible persons of the group member enterprises.
Article 12 Duties of the Council
First, listen to and consider the chairman's work report;
2. Discuss and review the Group's medium and long-term development plan and major reform plan;
Three. To formulate the Group's capital operation policies and investment and financing plans;
Four. Discuss and coordinate the annual production, operation, investment and capital use plan of the Group;
Verb (abbreviation of verb) discusses and decides the internal organization plan of the group;
6. Discuss the joining and quitting of the members of the review team;
7. Elect the chairman and vice chairman;
Eight, formulate and modify the group and relevant rules and regulations;
9. Decide on the termination and liquidation of the Group;
X. Other matters that need to be decided by the Council;
Article 13 The board meeting shall be held at least once a year. If necessary, the board of directors or directors above 65,438+0/3 propose to convene an interim meeting.
Article 14 The Council shall follow the following principles of procedure
I. Principle of quorum: The number of directors attending the board meeting must account for more than 2/3 of all directors;
Second, the principle of democratic consultation;
Third, the principle of unconditional implementation of the resolution;
4. Both absent directors and current directors have the obligation to implement the adopted resolutions.
Article 15 The Group does not set up another office, and the daily work is undertaken by the corresponding departments of the parent company.
Chapter IV Procedures, Term of Office and Authority of the Head of the Group Management Organization
Article 16 The board of directors of the Group shall have a chairman 1 person and two vice-chairmen.
Article 17 The chairman shall be elected by the Council; The vice chairman shall be nominated by the chairman and reviewed and approved by the board of directors. The term of office of the chairman, vice-chairman and directors is three years, and they may be re-elected.
Article 18 The functions and powers of the chairman:
1. Responsible for convening the meeting of the Council and reporting to the Council;
Second, implement the resolutions of the Security Council;
Third, nominate the vice chairman;
Four. Presided over the formulation of the group's medium and long-term development plan;
Verb (abbreviation of verb) presides over the formulation of the group's annual business plan and investment plan;
The intransitive verb presides over the establishment of the internal management organization of the group;
Seven, presided over the formulation of the basic management system of the group;
Eight, the articles of association of the group and other powers granted by the board of directors.
Chapter V Conditions and Procedures for Joining and Leaving Groups
Article 19 The parent company and its holding subsidiaries are members of the group. Other enterprises that recognize and abide by the articles of association of the Group and have basic operating conditions shall submit a written application to the Board of Directors of the Group and submit relevant documents. After examination and approval, they will become members of the group.
Article 20 If a group member needs to leave the group, he shall submit a written application to the group board of directors three months in advance, and the procedures for leaving the group can only be completed after being reviewed and approved by the board of directors. The holding subsidiary has no right to leave the group.
Twenty-first groups have the right to order the members of the group who violate the articles of association and damage the collective reputation and interests to withdraw or be removed from the list.
Twenty-second group members in any of the following circumstances, automatically quit the group.
1. The parent company has transferred all property rights;
2. It has been revoked according to law;
Third, bankruptcy.
Chapter VI Termination of the Group
Twenty-third in any of the following circumstances, it shall be dissolved in accordance with national laws and regulations; The parent company of the group is terminated, and there is no new enterprise with core enterprise conditions as the parent company.
Article 24 When a group terminates, it shall make a registration announcement to the registration authority according to law and liquidate the managed funds.
Chapter VII Supplementary Provisions
Article 25 The Articles of Association shall come into force as of the date of registration by the administrative department for industry and commerce, and its modification and termination shall be equally applicable.
Twenty-sixth specific matters and matters not covered in the Articles of Association may be stipulated separately through the detailed rules for implementation or supplementary clauses.
Article 27 The right to amend and interpret the Articles of Association belongs to the Group Council. .
Source: People's Republic of China (PRC) State Administration for Industry and Commerce.