In order to meet the requirements of the socialist market economy and develop the productive forces, the Articles of Association are formulated in accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and relevant laws and regulations.
Chapter I Company Name and Domicile
Article 1 Company name: Limited liability company (hereinafter referred to as the company)
Article 2 Address: Beijing.
Chapter II Business Scope of the Company
Article 3 Business scope of the Company:
Chapter III Registered Capital of the Company
Article 4 The registered capital of the company is 1 10,000 yuan.
When a company increases or decreases its registered capital, it must convene a shareholders' meeting and make a resolution. Where a company reduces its registered capital, it shall also notify its creditors within 10 days from the date of making the resolution, and make an announcement in the newspaper at least three times within 30 days. Where a company changes its registered capital, it shall go through the registration formalities with the registration authority according to law.
Chapter IV Names (or Names) of Shareholders, Methods and Amount of Contribution
Article 5 The name, mode and amount of contribution of shareholders are as follows:
Name of shareholders, mode and amount of contribution.
Article 6 After the establishment of the company, a capital contribution certificate shall be issued to the shareholders.
Chapter V Rights and Obligations of Shareholders
Article 7 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;
(2) Understand the operation and financial status of the company;
(3) Electing and being elected as a member of the board of directors or the board of supervisors;
(4) Obtaining dividends and transferring capital contributions in accordance with laws, regulations and the Articles of Association;
(five) to give priority to the purchase of capital contributions transferred by other shareholders;
(6) Give priority to subscribe for the newly-increased capital of the company;
(seven) after the termination of the company, the remaining property of the company shall be distributed according to law;
(8) Shareholders have the right to consult the minutes of the shareholders' meeting and the report of the company's financial meeting;
(9) Other obligations.
Article 8 Shareholders shall undertake the following obligations:
(1) Abide by the articles of association;
(2) Pay the subscribed capital contribution on schedule;
(3) Be liable for the debts of the company to the extent of the subscribed capital contribution;
(4) After the company goes through the registration formalities, the shareholders shall not withdraw their capital contribution;
(5) Other obligations.
Chapter VI Conditions for Shareholders to Transfer their Capital Contribution
Article 9 Shareholders may transfer all or part of their capital contributions to each other. (Note: For a limited liability company established by two shareholders with the same capital contribution, only part of their capital contribution can be transferred between shareholders. )
Article 10 When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders. Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer.
Article 11 After the shareholders transfer their capital contribution according to law, the company shall record the name and domicile of the transferee and the transferred capital contribution in the register of shareholders.
Chapter VII Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 12 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 deciding on the remuneration of directors;
(3) Electing and replacing the supervisors held by shareholders, and deciding on the remuneration of supervisors;
(4) Examining and approving the report of the board of directors (or executive directors) of the company;
(5) Examining and approving the report of the board of supervisors (or supervisors) of the company;
(VI) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VII) To examine and approve the company's profit distribution plan and loss recovery plan;
(VIII) To make resolutions on the increase or decrease of the registered capital of the company;
(9) To make resolutions on the issuance of corporate bonds.
(10) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;
(eleven) to make resolutions on the merger, division, change, dissolution and liquidation of the company;
(12) Amending the Articles of Association.
Article 13 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.
Article 14 At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution.
Article 15 Shareholders' meetings are divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting is held. Regular meetings are held once a year (year or month), and interim meetings can only be held upon the proposal of shareholders representing more than one fourth of the voting rights, more than one third of directors or supervisors. Shareholders attending the shareholders' meeting may also entrust others to attend the shareholders' meeting in writing and exercise the rights specified in the power of attorney.
Article 16 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 due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it. (Note: If there is no board of directors, the shareholders' meeting shall be convened and presided over by the executive director)
Article 17 The general meeting of shareholders shall make resolutions on the matters discussed, which shall be adopted by shareholders representing more than one third of the voting rights. However, resolutions of the shareholders' meeting on the increase or decrease of registered capital, division, dissolution or change of corporate form, and amendment of the articles of association of the company must be passed 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 18 The Company shall have a board of directors, whose members shall be elected (appointed) by the shareholders' meeting. The term of office of the directors is years, and they may be re-elected at the expiration of the term. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason. The board of directors has a chairman and a vice-chairman, who are elected by the board of directors.
(Note: For a limited liability company invested by two or more state-owned enterprises or two or more other state-owned investors, the members of the board of directors shall include representatives of the employees of the company; The employee representatives in the board of directors are democratically elected by the employees of the company. )
The Board of Directors shall exercise the following functions and powers:
(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(three) to formulate 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 increasing or decreasing the registered capital of the company;
(7) To draft plans for merger, division, change of corporate form and dissolution of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To formulate plans for issuing corporate bonds.
(10) To appoint or dismiss the company manager (general manager, hereinafter referred to as the manager), to appoint or dismiss the company's deputy manager and financial officer according to the nomination of the manager, and to decide on their remuneration;
(eleven) to formulate the basic management system of the company.
(Note: Limited liability companies do not have a board of directors, and the relevant regulations of the board of directors are not required. )
Article 19 The meeting of the board of directors shall be convened and presided over by the chairman; When the chairman is unable to perform his duties due to special reasons, the chairman shall designate the vice chairman or other directors to convene and preside over the meeting. More than one third of the directors may propose to convene a board meeting and notify all directors ten days before the meeting.
Article 20 Decisions made by the board of directors on matters discussed shall be valid only with the consent of more than% of the directors, and minutes shall be made, and the directors present at the meeting shall sign the minutes.
Article 21 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 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;
(seven) to appoint or dismiss the responsible management personnel other than those who should be appointed or dismissed by the board of directors.
(8) The articles of association and other powers granted by the board of directors.
The manager attended the board meeting.
(Note: If there is no board of directors, the manager shall be appointed or dismissed by the shareholders' meeting, and the manager shall be responsible to the shareholders' meeting)
Article 22 The Company shall have a board of supervisors with members, and the convener shall be selected from among the members. The ratio of shareholder representative supervisors to employee representative supervisors in the board of supervisors is: shareholder representative supervisors in the board of supervisors are elected by the shareholders' meeting, and employee representative supervisors are elected by the employees of the company. The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected. (Note: A company with fewer shareholders may have one or two supervisors. )
Article 23 The board of supervisors (or supervisors) shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the acts of executive directors and managers who violate laws, regulations or the articles of association when performing their duties;
(3) To require directors and managers to correct their actions when they harm the interests of the company;
(4) proposing to convene an extraordinary general meeting of shareholders; Supervisors attend board meetings as nonvoting delegates.
Article 24 Directors, managers and financial personnel of a company shall not concurrently serve as supervisors.
Chapter VIII Legal Representative of the Company
Article 25 The chairman of the board of directors is the legal representative of the company, with a term of years, elected by the board of directors, and may be re-elected at the expiration of the term.
Article 26 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) Exercise special decision-making power over the company's affairs in emergency situations such as war and catastrophic natural disasters.
Right and disposal right, but this right of adjudication and disposal must be in line with the interests of the company, and report to the board of directors and shareholders' meeting afterwards.
Chapter IX Finance, Accounting, Profit Distribution and Labor Employment System
Article 27 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, and shall prepare financial and accounting reports at the end of each fiscal year, which shall be submitted to shareholders before the second month after being examined and verified according to law.
Article 28 The profit distribution of the Company shall be implemented in accordance with the Company Law, relevant laws and regulations and the provisions of the competent financial department of the State Council.
Article 29 The employment system shall be implemented in accordance with national laws and regulations and the relevant provisions of the labor department of the State Council.
Chapter X Reasons for Dissolution of the Company and Liquidation Measures
Article 30 The business term of the company is years, counting from the date when the Business License for Enterprise as a Legal Person is issued.
Article 31 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) The company is ordered to close down in violation of laws and administrative regulations.
(5) The company cannot continue to operate due to force majeure;
(6) declaring bankruptcy.
Article 32 When a company is dissolved, a liquidation group shall be established in accordance with the Company Law to liquidate the company. After the liquidation, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or relevant competent authorities for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.
Chapter V Other Matters Required by XI Shareholders
Article 33 A company may amend its articles of association according to its needs or changes in its registered items, and the revised articles of association shall not contravene laws and regulations. The revised Articles of Association shall be reported to the original company registration authority for the record. If the registered items are changed, it shall also apply to the company registration authority for registration of change.
Article 34 The right to interpret the Articles of Association belongs to the board of directors. (Note: If there is no board of directors, the right of interpretation belongs to the general meeting of shareholders. )
Article 35 The registered items of a company shall be subject to the approval of the company registration authority.
Article 36 If the Articles of Association conflict with the national laws and regulations, the national laws and regulations shall prevail.
Article 37 The Articles of Association shall be formulated by all shareholders and shall come into effect as of the date of establishment of the company.
Article 38 The Articles of Association shall be made in duplicate, and one copy shall be submitted to the company registration authority for the record.
Signature and seal of all shareholders:
date month year