A wholly-owned subsidiary refers to a subsidiary wholly owned or controlled by a single parent company.
Chapter I General Principles
Article 1 The Articles of Association is based on the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law).
And formulate relevant laws and administrative regulations.
Article 2 If the Articles of Association conflict with national laws and regulations, the national laws and regulations shall prevail.
Article 3 Company Type: Limited liability company (sole proprietorship by legal person).
Chapter II Company Name and Domicile
Article 4 Name of Company: Limited Company (hereinafter referred to as the Company).
Article 5 The company's domicile:
Postal code:.
Chapter III Business Scope of the Company
Article 6 The business scope of the company is:
(The above items are subject to the approval of the company registration authority).
Chapter IV Registered Capital of the Company
Article 7 The registered capital of the company is RMB 1 10,000 yuan.
Chapter V Names of Shareholders (or Names)
Article 8 Names of shareholders,
Address: xxxxxxx
Certificate name: xxxxxxx
Certificate number: xxxxx
Chapter VI Mode, Amount and Time of Contribution of Shareholders
Article 9 Shareholders contributed RMB million in cash and RMB million in non-monetary property, accounting for 65,438+000% of the registered capital.
Pay in one lump sum.
Chapter VII Rights and Obligations of Shareholders
Article 10 Shareholders shall enjoy the following rights:
(a) enjoy the right to return on assets, participate in decision-making on major issues and choose the company manager according to law;
(2) Transferring and mortgaging the equity held in accordance with regulations;
(3) To supervise the business, operation and financial management of the company, and put forward suggestions or questions;
(four) to consult and copy the articles of association, meeting minutes and financial accounting reports;
(5) Sharing the remaining property after the liquidation of the company.
Article 11 Shareholders shall perform the following obligations:
(a) the capital contribution shall be paid in full at one time;
(2) Where the capital contribution is made in currency, the capital contribution in currency shall be fully deposited into the account opened by the company in the bank; Where non-monetary property is used as capital contribution, the formalities for transferring property rights to the company name shall be handled according to law;
(3) It can prove that the company's property is independent of the shareholders' own property; Otherwise, bear joint liability for the company's debts;
(four) the company shall not withdraw its capital contribution after being registered by the administrative department for industry and commerce according to law;
(5) Abide by the articles of association and keep company secrets;
(VI) Support the company's operation and management, put forward reasonable suggestions and promote the company's business development.
Chapter VIII Organization, Formation Method, Authority and Rules of Procedure of the Company Article 12 The company shall not set up a shareholders' meeting.
Shareholders shall make a decision by letter.
After the face sheet is signed by the shareholders, the company keeps it on file.
Article 13 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 company manager and deciding on the remuneration of the manager;
(3) To approve the work report of the executive director;
(4) Approve the work report of the supervisor;
(five) to approve the company's annual financial budget and final accounts;
(six) to approve the company's profit distribution plan and loss compensation plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(eight) to make a decision on the issuance of corporate bonds;
(9) To make resolutions on the merger, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) to make a decision on the transfer of equity.
Article 14 The Company does not have a board of directors, but has an executive director appointed by shareholders.
The term of office is three years, and can be re-elected at the expiration of the term.
Article 15 The executive director shall be responsible to the shareholders and exercise the following powers:
(1) To implement the decisions of shareholders and report their work to shareholders;
(2) To decide on the company's business plan and investment plan;
(3) To formulate the company's annual financial budget and final accounts;
(4) To formulate the company's profit distribution plan and loss compensation plan;
(5) To formulate plans for increasing or decreasing the registered capital of the company;
(6) To draw up plans for company merger, change of company form and dissolution;
(VII) Deciding on the establishment of the company's internal management organization;
(8) To appoint or dismiss the financial officer of the company and decide on their remuneration;
(9) To formulate the basic management system of the company;
(ten) the preparation of the year-end financial report, and hire an accounting firm to audit.
Article 16 The Company shall have a manager.
Appointed by shareholders.
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 shareholders' decisions;
(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.
Article 17 The Company does not have a board of supervisors, but has supervisors appointed by shareholders, with a term of office of three years.
The term of office expires and can be re-elected.
Executive directors, senior managers and financial officers may not concurrently serve as supervisors.
Article 18 A supervisor shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the behaviors of the executive directors and senior managers in performing their duties, and put forward suggestions for the removal of the executive directors and senior managers who violate laws, administrative regulations, articles of association or 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.
Chapter IX Legal Representative of the Company
Article 19 The legal representative of the company is the executive director.
Article 20 The legal representative shall exercise the following functions and powers:
(a) to convene and preside over the company's business decision-making meeting;
(2) To report the operation of the company to shareholders;
(3) Sign relevant documents on behalf of the company.
Chapter X Reasons for Dissolution of the Company and Liquidation Measures
Article 21 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 decide to dissolve.
(3) It needs to be dissolved due to company merger;
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court is dissolved in accordance with Article 183 of the Company Law.
Article 22 When a company is dissolved, a liquidation group shall be established within 15 days after the reasons for dissolution appear to start liquidation.
The liquidation group is composed of shareholders.
Article 23 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 and announce 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 24 The liquidation group shall notify creditors within 10 days from the date of establishment.
And make an announcement in the newspaper within 60 days.
Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidation group.
Article 25 After clearing up 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 or the people's court for confirmation.
After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the debts of the company, the remaining property belongs to the shareholders.
During the liquidation period, the company continues to exist, but may not carry out business activities unrelated to liquidation.
Before the company's property is paid off in accordance with the provisions of the preceding paragraph, shareholders may not dispose of it.
Article 26 After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders or the people's court for confirmation, apply to the company registration authority for cancellation of company registration, and announce the termination of the company.
Chapter II XI Supplementary Provisions
Article 27 The Articles of Association was concluded on, and shall come into effect as of the date of approval of the company's establishment registration by the XX Provincial Administration for Industry and Commerce.
Article 28 Matters not covered in the Articles of Association shall be handled in accordance with the relevant provisions of the Company Law.
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