The company enjoys various rights and undertakes various obligations in accordance with the articles of association, and the behaviors that conform to the articles of association are protected by the state laws; In violation of the articles of association, the relevant authorities have the right to intervene and punish.
I. Name and domicile of the company
(1) Name: xx Trading Co., Ltd.
(2) Address:No. xx Road, xx District, xx Province and City
Two. Scope: Sales of xxx and xxx (please refer to the classification of national economy industries).
Three. Registered capital of the company: RMB xx million.
Four. Name, mode, amount, proportion and date of contribution of shareholders:
Shareholder: Zhang XX; IdNo。 : XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Verb (abbreviation of verb) Company's organization, mode of formation, power and rules of procedure;
There is no shareholders' meeting, but an executive director, manager, supervisor and company secretary.
1. Shareholders 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 directors and supervisors, and deciding on the remuneration of the executive directors and supervisors;
(3) Examining and approving the report of the executive director;
(4) Examining and approving the report of the supervisor;
5. Review and approve the company's annual financial budget plan and final accounts plan;
(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;
⑽ Amend the Articles of Association;
⑾ Other functions and powers stipulated in the Articles of Association.
When a shareholder makes the above decision, it shall be made in writing, signed by the shareholder and kept in the company.
(2) Executive Director
1. Appointment of shareholders 1 Executive Director.
2. The term of office of an executive director shall not exceed three years. Upon expiration of the term of office, the executive director may be re-elected.
3. The executive director is responsible to the shareholders and exercises the following powers:
(1) is responsible for reporting to shareholders;
(2) Implementing the decisions of shareholders.
⑶ Decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget plan and final accounts plan;
5] To formulate the company's profit distribution plan and loss recovery 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;
⑽ Formulate the basic management system of the company.
⑾ Other functions and powers stipulated in the Articles of Association.
(3) Manager
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) Organize 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] 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 appointed or dismissed by the executive director.
(eight) other powers granted by the executive director.
(4) Supervisors
1. Shareholders appoint x( 1-2) supervisors.
2. Executive directors and senior management personnel shall not concurrently serve as supervisors. The term of office of the supervisor is three years and can be re-elected if re-elected.
3. The supervisor shall exercise the following functions and powers:
(1) Check the company's finances;
(2) To supervise the performance of the duties of the executive directors and senior managers, and put forward suggestions for the removal of the executive directors and senior managers who violate laws, administrative regulations, the Articles of Association or the decisions of shareholders;
(3) To require the executive directors and senior managers to make corrections when their actions harm the interests of the company;
(4) Proposing proposals to shareholders;
(5) To institute legal proceedings against the executive directors and senior managers in accordance with Article 152 of the Company Law.
(6) Other functions and powers as stipulated in the articles of association.
(5) Company Secretary
1. The company secretary shall be appointed and replaced by shareholders. The company has a company secretary.
2. The company secretary shall perform the following duties:
(1) Be responsible for the communication between the company and relevant parties and the administrative department for industry and commerce;
(2) To be responsible for disclosing the company information that should be disclosed according to law to the public;
(3) Accepting inquiries from the administrative departments for industry and commerce and other departments about the company;
(4) Prepare the shareholders' meeting and the board meeting;
(5) Managing shareholders' information and company documents and files;
(six) other duties stipulated by laws, regulations and the Articles of Association.
Legal representative of intransitive verb company: Appoint executive director (manager) Zhang xx as the legal representative of the company.
VII. Financial management system and profit distribution form.
(1) Establish the company's financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council;
(2) When distributing the after-tax profits of the current year, the company shall set aside 10% of the profits as the company's statutory reserve fund. If the accumulated amount of statutory common reserve fund is more than 50% of the registered capital of the company, it may not be withdrawn.
(3) The company shall make financial and accounting reports at the end of each fiscal year, which shall be audited by an accounting firm.
Eight. Business term: xx years (from the date of issuance of business license to xx, xx)
Nine. Other matters that shareholders think need to be specified.
(1) If the company needs or involves changes in its registered items, it may amend its articles of association according to law, and the revised articles of association shall not contravene laws and administrative regulations. The revised articles of association (or amendments to the articles of association) shall be reported to the original company registration authority for the record. If the registered items are changed, the change registration shall be handled at the same time.
(2) If the Articles of Association are inconsistent with laws and regulations, the provisions of laws and regulations shall prevail. Matters not specified in the Articles of Association shall be implemented in accordance with the relevant provisions of the Company Law.
⑶ The Articles of Association shall be made in duplicate, one for the shareholders and one for the company registration authority.
Signature of legal representative:
Xxxx，xxxx，xx，xx
Signature and seal of shareholders:
Xxxx，xxxx，xx，xx
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