Chapter I General Principles
Article 1 The Articles of Association are formulated by the shareholders of the Company in accordance with the Company Law of People's Republic of China (PRC) and other relevant laws, regulations and policies.
Article 2 The company is registered according to law, and it is an enterprise legal person that independently enjoys civil rights and undertakes civil obligations. The company shall be liable for the debts of the company with all its property, and the shareholders shall be liable for the company to the extent of their capital contribution.
Article 3 In conducting business activities, the company promises to abide by laws and administrative regulations, social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and assume social responsibilities.
Chapter II Company Name and Domicile
Article 4 Company Name: Limited Company
Company domicile:
Chapter III Business Scope and Mode of the Company
Article 5 The business scope of the company is:
Chapter IV Registered Capital of the Company
Article 6 The registered capital of the company is RMB 1 10,000 yuan.
Chapter V Shareholder's Name (sole proprietorship by natural person) or Shareholder's Name (sole proprietorship by legal person)
Article 7 Shareholders of the Company:
ID number:
Chapter VI Mode, Amount and Time of Contribution of Shareholders
Article 8 The mode, amount and time of capital contribution of shareholders:
Contribution in cash 1 10,000 Yuan, date of contribution: year month day.
Chapter VII Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 9 The Company shall have shareholders, executive directors, supervisors and managers.
Article 10 When a shareholder exercises the following functions and powers and makes a decision, it shall be made in writing, signed by the shareholder and deposited in the company.
1. Decide on the company's business policy and investment plan;
2. To appoint and dismiss the executive directors and decide on the remuneration and payment methods of the relevant executive directors;
3. Appoint and remove supervisors who are not employee representatives, and decide on the remuneration and payment methods of relevant supervisors;
4. Approves the report of the Executive Director;
5. Approve the report of the supervisor;
6. Decide on the annual financial budget and final accounts of the Company;
7. Decide on the profit distribution plan and loss compensation plan of the company;
8. Decide to increase or decrease the registered capital of the company;
9. To decide on the merger, division, change of corporate form, dissolution and liquidation of the company;
10. Modify the Articles of Association.
Article 11 The Company shall have an executive director, who shall be appointed by the shareholders.
Article 12 The executive director shall be responsible to the shareholders and exercise the following functions and powers
1, decide the company's business plan and investment plan;
2. Formulate the company's annual financial budget plan and final accounts plan;
3. Formulate the company's profit distribution plan and loss compensation plan;
4. To formulate plans for increasing or decreasing the registered capital of the company;
5. To formulate plans for merger, division, change of corporate form and dissolution of the company;
6. Formulate the basic management system of the company.
Article 13 The term of office of the executive director is three years. When the term of office of the executive director expires, it may be re-appointed by shareholders.
Article 14 The company shall have a manager. The manager is appointed or dismissed by shareholders.
Article 15 The manager of the company is responsible to the shareholders and exercises the following powers:
1. Take charge of the company's production, operation and management, and organize the implementation of the work arrangement of the executive director;
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 manager and financial controller;
Article 16 The Company shall have one supervisor. Appointed by shareholders, the term of office of the supervisor is three years, and may be re-elected by shareholders.
Article 17 A supervisor shall exercise the following functions and powers
1, check the company's finances;
2. Supervise the acts of executive directors and managers who violate laws, regulations or the articles of association when performing their duties;
3. When the behavior of the executive director and manager damages the interests of the company, ask the executive director and manager to correct it;
Chapter VIII Legal Representative of the Company
Article 18 is the legal representative of the company, appointed by shareholders.
Chapter IX Financial Accounting, Profit Distribution and Labor Employment System
Article 19 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.
The company shall make financial and accounting reports at the end of each fiscal year and audit them by accounting firms.
The financial accounting report shall include the following financial accounting statements and schedules:
1, balance sheet;
2. Income statement;
3. Cash flow statement;
4. Statement of financial position;
5. Profit distribution table.
Article 20 When distributing the after-tax profits of the current year, the company shall set aside 10% of the profits and set aside 5% to 10% of the profits for the company's statutory public welfare fund. The accumulated statutory common reserve of the company is more than 50% of the registered capital of the company, and may not be withdrawn.
If the statutory reserve fund of the company is insufficient to make up for the company's losses in previous years, the profits of the current year shall be used to make up for the losses before the statutory reserve fund and statutory public welfare fund are withdrawn in accordance with the provisions of the preceding paragraph.
The company's common reserve fund is used to make up the company's losses, expand the company's production and operation or increase the company's capital, and the company's statutory public welfare fund is used for the collective welfare of employees.
Twenty-sixth labor employment system 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 21 A company shall be dissolved under any of the following circumstances:
1. The operating period stipulated in the Articles of Association expires;
2. Shareholders decide to dissolve;
3, in violation of national laws and administrative regulations, the relevant administrative departments shall be ordered to close;
4. bankruptcy.
Article 22 Measures for liquidation. After the termination of the company, a liquidation group shall be established within fifteen days to carry out liquidation.
(1) During liquidation, the liquidation group shall exercise the following functions and powers:
1. Clean up the company's property and prepare the balance sheet and property list respectively;
2. Notify or announce creditors;
3. Deal with the unfinished business of the liquidation company;
4. Pay the taxes owed;
5. Pay off creditor's rights and debts;
6. Dispose of the company's remaining property after paying off debts;
7. Participate in civil litigation activities on behalf of the company.
(2) The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days. If the creditor fails to receive the notice within 30 days from the date of receiving the notice, it shall declare its creditor's rights to the liquidation group within 45 days from the date of announcement.
(3) After clearing the company's assets, the liquidation group shall prepare a balance sheet and a list of assets, formulate a liquidation plan, and report it to shareholders or relevant competent authorities for confirmation.
(4) After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to shareholders 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 II XI Other Matters
Article 23 The business term of the company is years, counting from the date when the Business License for Enterprise as a Legal Person is issued. If the company continues to operate after the expiration of the term, it must be decided by the shareholders and registered with the company registration authority.
Article 24 Matters not covered in the Articles of Association shall be implemented in accordance with relevant national laws and regulations.
Article 25 The Articles of Association shall be made in duplicate, one for the company, one for the shareholders and one for the company registration authority.
Signature (seal) of all shareholders:
date month year