Zhang cheng
Chapter I Comprehensive Management
Article 1 The purpose of the company is: in the spirit of sincere cooperation, the company will make full use of its advantages as a legal entity with * * * investment, * * operation, * * negative profits and losses, self-development and self-restraint and the main body of market competition, and obtain satisfactory benefits and social benefits from all parties through advanced scientific production and operation management means and high-quality and efficient services, so as to make due contributions to society.
Chapter II Company Name and Domicile
Article 2 The name of the company is: * * * * * * * * * * * * * * * * * * * * * * * Information Technology Consulting Co., Ltd.
Article 3 The address of the company is * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *.
Chapter III Business Scope of the Company
Article 4 The business scope of the company: * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *.
Finally, it must be approved by the industrial and commercial authorities.
Chapter IV Registered Capital of the Company
Article 5 The registered capital of the company is RMB 654.38 million.
Chapter V Name (or title), mode and amount of contribution of shareholders
Article 6 Name, mode and amount of contribution of shareholders
1, * * * * * * * * * * * * * * * * * Contribution: 900,000 yuan, accounting for 90% of the registered capital of the company;
2. * * * * * * * * * * * * * * * * * * Contribution: 654.38 million yuan, accounting for 654.38+00% of the registered capital of the company;
The mode of contribution by shareholders is RMB.
Shareholders of both parties of the company shall be liable for the creditor's rights and debts of the company to the extent of their capital contribution.
Article 7 A company shall be liable for its debts with all its assets, and shall issue a capital contribution certificate to shareholders after the establishment of the company.
Chapter VI Conditions for Shareholders to Transfer their Capital Contribution
Article 8 Shareholders may transfer all or part of their capital contributions to each other.
Article 9 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 10 After a shareholder transfers his capital contribution according to law, the company shall record the transferee's name, domicile and the transferred capital contribution in the register of shareholders.
Chapter VII Rights and Obligations of Shareholders
Article 11 Shareholders shall enjoy the following rights:
(a) to participate in or promote the participation of representatives in the shareholders' meeting, and enjoy the right to vote in proportion to their capital contribution;
(2) Understand the operation and financial status of the company;
(3) Electing and being elected as executive directors and supervisors;
(4) Distributing dividends according to the proportion of capital contribution;
(five) to give priority to the purchase of capital contributions transferred by other shareholders;
(6) Give priority to purchase the newly-increased registered capital of the company;
(seven) after the termination of the company, the remaining property of the company shall be distributed according to law;
(8) Other rights stipulated in the Company Law and the Articles of Association.
Article 12 Shareholders shall undertake the following obligations:
(1) Abide by the articles of association;
(2) Pay the subscribed capital contribution on schedule;
(3) Undertaking the debts of the company according to its capital contribution;
(4) After the company goes through the registration formalities, the shareholders shall not withdraw their capital contribution.
Chapter VIII Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 13 The shareholders' meeting is composed of shareholders of the company and is the authority of the company.
Exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing executive directors;
(3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors;
(4) Examining and approving the report of the executive director;
(5) Examining and approving the report of the supervisor;
(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 of corporate form, dissolution and liquidation of the company;
(12) Amending the Articles of Association.
Article 14 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.
Article 15 At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution. Every dollar is a right to vote.
Article 16 Shareholders' meetings are divided into regular meetings and temporary meetings. And notify all shareholders fifteen days before the meeting. Regular meetings shall be held every six months, and interim meetings may be held only by shareholders representing more than one quarter of the voting rights, one third of directors or interim proposals. Shareholders may also entrust others to attend the shareholders' meeting in writing and exercise the rights specified in the power of attorney.
Article 17 The shareholders' meeting shall be convened by the executive director and presided over by the executive director. When the executive director is unable to perform his duties due to special reasons, the executive director shall designate other shareholders to preside over it.
Article 18 The shareholders' meeting shall make resolutions on the matters discussed, which must be passed by shareholders representing more than two thirds of the voting rights. However, the shareholders' meeting shall make a decision on the matters specified in paragraphs 8, 10 and 11 of Article 13 of the Articles of Association, which shall be passed by the 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. The minutes of the meeting are kept as archives of the company.
Article 19 The Company shall have a manager who shall be appointed or dismissed by the shareholders' meeting.
Exercise the following functions and powers:
(1) To preside over the production, operation and management of the Company and organize the implementation of the resolutions of the shareholders' meeting;
(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;
(five) the company's articles of association and the powers granted by the shareholders' meeting;
The manager attended the shareholders' meeting.
Article 20 The Company shall have one supervisor instead of a board of supervisors, and the term of office of the supervisor shall be three years. Upon expiration of the term of office, a supervisor may be re-elected. The executive director, manager and financial controller shall not concurrently serve as supervisors.
The supervisor shall exercise the following 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 the executive 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;
(5) Other functions and powers as stipulated in the articles of association.
Supervisors attend shareholders' meetings as nonvoting delegates.
Article 21 The executive directors, supervisors and managers shall abide by laws, administrative regulations and the Articles of Association, faithfully perform their duties and safeguard the interests of the Company. They shall not use their position and authority in the company to seek personal gain. If the executive directors, supervisors and managers violate laws, administrative regulations or the company's articles of association when performing their duties, they shall be liable for compensation.
Chapter IX Legal Representative of the Company
Article 22 The executive director is the legal representative of the company, and the company law is Jiang Yanfu; The manager is Jiang Yanfu; Guo Zhongli is the supervisor with a term of three years. The term of office expires, and if re-elected, it can be re-elected. During the term of office, the shareholders' meeting shall not dismiss him without reason.
The executive director shall exercise the following powers:
(1) Convene the shareholders' meeting and report the work to the shareholders;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's plans and investment plans;
(4) To formulate the company's annual financial budget and final accounts;
(5) The profit distribution plan of the company's loss recovery 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) Nominating candidates for the company's manager, deputy manager and financial controller, and reporting to the shareholders' meeting for discussion on appointment or dismissal;
(X) To formulate the basic management system of the company;
(eleven) the relevant documents signed on behalf of the company;
(12) In case of emergency such as war and catastrophic natural disasters, exercise special adjudication power and disposal power on the company's affairs, but such adjudication power and disposal power must be in line with the company's interests, and report to the shareholders' meeting afterwards.
Chapter X Financial Accounting Profit Distribution and Labor Employment System
Article 23 A company shall establish its financial and conference systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council.
The company shall prepare financial and accounting reports at the end of each fiscal year, and submit them to shareholders on the 30th of the following year 1 month after examination and verification according to law.
The financial meeting report includes the following financial accounting reports and schedules:
(1) Balance sheet;
(2) Income statement;
(3) Statement of changes in financial position;
(4) Statement of financial position;
(5) Statement of profit distribution.
Article 24 When distributing the after-tax profits of the current year, the company shall allocate 10% of the profits to the company's statutory common reserve fund, and allocate 5% to 10% to the company's statutory public welfare fund. The accumulated statutory reserve fund 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.
After the company withdraws its provident fund from after-tax profits, it may withdraw any provident fund with the approval of the shareholders' meeting.
The remaining profits after the company's common reserve fund is withdrawn from the common reserve fund and statutory public welfare fund shall be distributed by the company according to the proportion of shareholders' capital contribution.
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-fifth labor employment system in accordance with national laws and regulations and the relevant provisions of the labor department of the State Council.
The company implements the appointment system for cadres and the contract system for all employees, and participates in social insurance co-ordination.
Chapter II Reasons for Dissolution of XI Company and Liquidation Measures
Article 26 The business term of the company is 65,438+00 years, counting from the date when the Business License for Enterprise as a Legal Person is issued.
Article 27 A company may be dissolved under any of the following circumstances:
(1) The business term stipulated in the articles of association expires or other reasons for dissolution stipulated in the articles of association occur;
(2) The shareholders' meeting resolves to dissolve.
(3) Dissolution due to merger or division of the company.
(4) The company is declared bankrupt according to law.
(5) The company is ordered to close down according to law.
Article 28 When a company is dissolved, a liquidation group shall be established in accordance with the provisions of 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 the relevant competent authority for confirmation, and submit it to the company registration authority for cancellation of registration and announcement of termination.
Chapter XII Other matters that shareholders think need to be specified.
Article 29 A company may amend its articles of association as required, and the resolution to amend the articles of association must be passed by shareholders representing more than two thirds of the voting rights, and signed and sealed by all shareholders. The revised articles of association shall be reported to the original company registration authority for the record; Where the registered items change, it shall apply to the registration authority for registration of change.
Article 30 The right to interpret the Articles of Association belongs to the shareholders' meeting.
Article 31 The registered items of a company shall be subject to the approval of the company registration authority.
Article 32 The Articles of Association shall be concluded by the shareholders through consultation, and shall come into effect as of the date of establishment of the company.
Effective.
Article 33 Printing, copying, making public and using the Articles of Association without the company's permission is an infringement and illegal act, and the company reserves the right to pursue it according to law.
Article 34 The Articles of Association shall be made in quadruplicate, one for the company and one for the shareholders' organ.
Signature and seal of all shareholders
* * * * * * * * * * * * * * * * * * * * * * * Information Technology Consulting Co., Ltd.
February 27(th), 2000
Selected books
According to the Company Law of People's Republic of China (PRC), the first shareholders' meeting was convened and presided over by the shareholder * * * * * *. Mr. * * * * attended the shareholders' meeting, at which the executive director and supervisor were elected and the company manager was appointed. The results of the election were as follows：
I. Elect Mr. * * * * * as the executive director and legal representative of the Company.
Two. Mr. * * * * * * is appointed as the general manager of the company.
Three. Elect Mr. * * * * * * as the supervisor of the company.
Four. The two promoters (shareholders) unanimously recommended * * * * * * as the person in charge of the preparation of the company.
Verb (abbreviation of verb) The qualifications of directors, supervisors and managers in this election are in compliance with the relevant provisions of the Company Law.
Signature and seal of all shareholders (promoters)
* * * * * * * * * * * * * Information Technology Consulting Co., Ltd.
February 27(th), 2000
Proof of the legal representative's post-holding identity
This is to certify that Mr * * * * * * has full capacity for civil conduct. After the formal election, he plans to be the executive director of * * * * * * * * Information Technology Consulting Co., Ltd., and exercise his powers on behalf of the enterprise according to the articles of association. This gentleman does not belong to the following personnel:
1, without or with limited capacity for civil conduct; 2. Being sentenced to punishment or being subjected to criminal compulsory measures; 3. Wanted by public security organs or state security organs; 4. Being sentenced to punishment for committing crimes of corruption and bribery, property infringement or disrupting the order of the socialist market economy, and the execution period has not exceeded five years; Being sentenced to punishment for committing other crimes, and the execution period has not exceeded three years; Or was sentenced to deprivation of political rights because of a crime, and the execution period did not exceed five years; 5. Being the legal representative, director or manager of an enterprise that has gone bankrupt and liquidated due to poor management, and being personally responsible for the bankruptcy of the enterprise, less than three years have passed since the end of the bankruptcy liquidation of the enterprise; 6. The business license has been revoked for violation of the law for less than three years; 7. The amount of personal liabilities is relatively large and has not been paid off due; 8. Laws and other circumstances in which the legal representative is prohibited from holding office in the State Council.
This is to certify that.
Issuing unit (official seal):
Seal of legal representative (person in charge):
February 27(th), 2000
Note: The issuing unit should fill in the form carefully, and the contents of the certificate must be true.