Article 1 According to the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, _ _ _ _ _ _ _ _ _ * _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 2 The name of the company is _ _ _ _ _ _ (hereinafter referred to as the company).
Article 3 Company's domicile: _ _ _ _ _ _.
Article 4 The organizational form of a company is a limited liability company with the qualification of an enterprise legal person. Shareholders are liable to the company to the extent of their capital contribution, and the company is liable to the debts of the company with all its assets.
Chapter II Scope of Business
Article 5 The business scope of the company is: designing, producing, publishing and acting as an agent for all kinds of factory advertisements at home and abroad; Trademarks, logos and packaging; Market research and information consultation on the design and production of clothing and other printed matter, film and television production, intermediary services, etc.
Chapter III Registered Capital, Mode and Amount of Contribution by Shareholders
Article 6 The registered capital of the company is RMB.
Article 7 Names of shareholders
Party A: _ _ _ _ _ _ _, legal representative _ _ _ _ _ _.
Party B: _ _ _ _ _ _, legal representative _ _ _ _ _ _.
Article 8 Shareholders make capital contributions in cash.
In which: Party A contributes RMB _ _ _ _ _ _ _, accounting for _ _ _% of the registered capital. The contribution of Party B is _ _ _ _ _ _ _ _ _% of the registered capital.
Chapter IV Rights and Obligations of Shareholders
Article 9 Shareholders shall enjoy the following rights:
1. Attend the shareholders' meeting and exercise voting rights in proportion to the capital contribution;
2. To elect and be elected, and to exercise the rights of members of the board of directors and the board of supervisors;
3. Divide dividends according to the proportion of capital contribution;
4. When the company increases its capital, it has the priority to subscribe for the capital contribution;
5. Transfer the capital contribution right according to law;
6. Transfer the preemptive right of capital contribution to other shareholders of the company;
7. After the liquidation of the company is terminated, distribute the remaining property rights according to law;
8. The right to consult the minutes of the shareholders' meeting and the financial and accounting status of the company.
Article 10 A shareholder may transfer all or part of his capital contribution.
Article 11 Shareholders shall perform the following obligations:
1. Pay the subscribed capital contribution according to the regulations;
2. Be responsible for the company with the subscribed capital contribution;
3. After the company is registered, it shall not withdraw its capital contribution;
4. Abide by the articles of association;
5. Consciously safeguard the legitimate rights and interests of the company;
Chapter V Conditions for Shareholders to Transfer their Capital Contribution
Article 12 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. Under the same conditions, other shareholders have the priority to purchase the capital contribution.
Chapter VI Company Organization, Formation Method, Authority and Rules of Procedure
Article 13 The shareholders' meeting of the company is composed of all shareholders, and the shareholders' meeting is the authority of the company.
Article 14 The shareholders' meeting of the Company shall exercise the following functions and powers:
1. Decide on the company's business policy and investment plan;
2. Elect and replace the executive director and decide on the remuneration of the executive director;
3. Elect and replace supervisors appointed by shareholders' representatives, and decide on the remuneration of supervisors;
4. Review and approve the report of the executive director;
5. Review and approve the report of the supervisor;
6. Review and approve the company's annual financial budget and final accounts;
7. Review and approve the company's profit distribution and loss recovery plan;
8. To make resolutions on increasing or decreasing the registered capital of the company;
9. Make resolutions on the issuance of corporate bonds;
10. Make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;
1 1. To make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;
12. Modify the Articles of Association.
Article 15 The discussion methods and voting procedures of the company's general meeting of shareholders:
1. The resolution of the shareholders' meeting on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights;
2. The resolution to amend the Articles of Association must be passed by shareholders representing more than two thirds of the voting rights;
3. At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution;
4. The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the Company Law;
5. Shareholders' meetings are divided into regular meetings and interim meetings: regular meetings are held every year 1 month, and shareholders and supervisors representing more than one quarter of the voting rights propose to hold interim meetings; The shareholders' meeting shall be convened and presided over by the directors;
6. All shareholders shall be notified fifteen days before the convening of the shareholders' meeting. 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 16 The company has no board of directors, but only one executive director. The term of office of the executive director is three years. At the expiration of the term, the executive director may be re-elected.
Article 17 The executive director is the legal representative of the company.
Article 18 The executive director shall be responsible to the shareholders' meeting and exercise the following powers:
1. Be responsible for the shareholders' meeting and report its work;
2. Implement the resolutions of the shareholders' meeting;
3. Sign relevant documents on behalf of the company;
4. Decide on the company's business plan and investment plan;
5. Formulate the company's annual financial budget plan and final accounts plan;
6. Formulate the company's profit distribution plan and loss compensation plan;
7. To formulate plans for increasing or decreasing the registered capital of the company;
8. To formulate plans for merger, division and dissolution of the company;
9. Decide on the establishment of the company's internal management organization;
10. To appoint or dismiss the general manager of the company, and to appoint or dismiss the deputy general manager and financial officer of the company according to the nomination of the general manager, and to decide on their remuneration;
1 1. Formulate the basic management system of the company.
Article 19 The Company shall have a general manager, who shall be appointed or dismissed by the executive director.
Article 20 Where the executive director concurrently serves as the general manager, he shall be appointed or dismissed by the shareholders' meeting.
Article 21 The general manager shall be responsible to the executive director and exercise the following functions and powers:
1. Take charge of the production, operation and management of the company and organize the implementation of the resolutions of the shareholders' meeting;
2. Organize the implementation of the company's annual business plan and investment plan;
3. Draw up the establishment plan of the company's internal management organization;
4. Formulate the basic management system of the company;
5. Formulate specific rules of the company;
6. To propose the appointment or dismissal of the company's deputy general manager and financial officer;
7. To appoint or dismiss responsible persons other than those who should be appointed or dismissed by the executive director;
8. Sign relevant documents on behalf of the company under the authorization of township farmers;
9. Articles of Association and other powers granted by the executive director.
Article 22 The Company shall have one supervisor. Elected and replaced by the shareholders' meeting, with employee representatives as supervisors, and democratically elected by the employees' meeting of the company.
Article 23 The supervisor shall exercise the following functions and powers:
1. Check the company's finances;
2. Supervise the acts of the executive director and general manager who violate laws, regulations or the articles of association when performing their duties;
3. When the actions of the executive director and general manager harm the interests of the company, ask the executive director and general manager to correct them;
4. Propose to convene an extraordinary general meeting of shareholders;
5. Other functions and powers as stipulated in the Articles of Association.
Chapter VII Profit Distribution of the Company
Article 24 The profits of the company shall be distributed according to the proportion of the capital contribution of shareholders to the registered capital of the company.
Article 25 The Company shall distribute profits once a year. No profit distribution shall be made before the company's losses are made up.
Chapter VIII Financial Accounting and Labor Employment System
Article 26 The Company shall establish and improve the financial accounting system according to the relevant laws and regulations of China. The company shall make financial and accounting reports at the end of each fiscal year.