公司章程英文版.docx

articles of association for beijing co., ltd.chapter general provisions article1: under the company law of peoples republic of china (hereinafter referred to as the company law), relevant laws and other administrative regulations, these articles of association are formulated in order to protect company and shareholders legal rightsarticle 2: company name is beijing co., ltd.article 3: company location: article 4: corporate operating period is restricted to 30 years from the date when corporate business license is issued.article 5: president is appointed as the legal representative of companyarticle 6: shareholders shall assume their limited liabilities to the company in accordance with their subscribed capital contributions. company undertakes its financial obligations with its all properties.chapter business scopearticle 7: business scope(1) axial excitation detection site engineering service.(2) pipeline inspection and maintenance.(3) pipeline integrity management.(4) pipeline engineering projects.chapter registered capitalarticle 8: registered capital is million yuan.name of shareholdersubscribed capital contributioninvestment ratioarticle 9: corporate registered capital will be subscribed in two phases. each shareholders investment amount, time and forms are listed as follows:name of shareholderfirst investmentsecond investmentamounttimeformamounttimeform-shareholders, funding in the form of currency, should deposit its capital adequately to the bank account opened by company; those who make non-monetary investment should have its properties evaluated and legally complete its transfer of property rights after all shareholders approval.article 10: shareholders should subscribe their own sufficient capital contributions on schedule and obtain the certificate issued by legally authorized institution.chapter shareholdersarticle 11: shareholders enjoy such rights as:(1) acquire profits according to their real subscribed contributions; have privilege to make subscribed capital contributions based on their previous real investment when new additional investment demanded by company.(2) attend the shareholders meetings or consign attorney to it; exercise their votes under the ratio of subscribed contributions(3) enjoy preference to purchase stock equity transferred by other shareholders.(4) make inspections over corporate business managements; bring forward relevant proposals and inquiries.(5) assign directors or supervisors.(6) check financial accounts; look up and duplicate corporate statute, the shareholders meeting minutes, the directorate conference resolutions, the conference resolutions of board of supervisors and accounting reports.(7) share residual properties in accordance with subscribed contributions when company comes to an end.(8) other rights by law, rules or company regulations.article 12: relevant obligations as follows:(1) comply with laws, rules and corporate regulations. shall not misapply entitled rights to harm corporate and other shareholders interests. (2) make limited subscribed capital contributions on schedule. (3) refuse to withdraw investment after company is established.(4) other obligations and liabilities regulated in laws, rules and company articles of association.chapter stock rights transferarticle 13: shareholders can transfer their part or whole stock rights internally.article 14: shareholders shall not transfer their stock equity to those who are not primary stockholders before they successfully win more than 50% support from the board. meanwhile, shareholders are supposed to inform the rest shareholders of relevant transfer in writing which should be regarded as approval if no responses from the other shareholders in 30 days from the date when they receive written informs. the rest shareholders should purchase the stock rights designed to transfer if others disagree with transfer, otherwise they are redeemed to agree with it. the rest shareholders have priority to purchase the stock equity approved for transfer under equal conditions. if more than two shareholders have ambitions for purchasing right, they may negotiate the percentage of purchase. in case of no consensus on proportion of transfer they can exercise their privileges based on the ratio of their subscribed contributions.chapter shareholders meetingarticle 15: shareholders meeting, made up of all shareholders, performs as the authorities of company and have the following duties：(1) determine business policies and investment plans.(2) vote and change directors and supervisors; decide the remunerations concerning directors and supervisors.(3) deliberate directorate report.(4) discuss supervisors reports.(5) consider the companys proposed annual financial budget and final program. (6) discuss and approve profit distribution and program to cover deficit.(7) make resolutions on increasing or decreasing registered capital.(8) make resolutions on issuing debenture stock.(9) make resolutions on companys incorporation, separation, dissolution, liquidation or form change.(10) amend articles of association.(11) exercise other duties listed in laws, rules and company regulations. article 16: shareholders can exercise their vote rights by attending shareholders meeting themselves or entrust attorney to do so instead. if assigned to joining the meeting, attorneys should show the letter of authorization of shareholders to the rest. article 17: the initial conference of shareholders meeting shall be summoned and held by srpt. article 18: shareholders exercise their vote under the proportion of subscribed contributions in the conference of shareholders meeting.article 19: the conference of shareholders meeting can be classified into regular conference and interim conference. the former shall be convened once a year and arranged in 6 months after last fiscal year comes to an end. the latter should be held under the approval of over 1/10 shareholders who enjoy votes and more than 1/3 directors and supervisors.if the call for summoning conference has been made, it should come to all shareholders 15 days in advance. after the consensus of whole shareholders, notification time can be modified.article 20: shareholders meeting is summoned by directorate and held by chairman. if the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside at the meeting. supposing the directorate cannot or do not exercise summoning shareholders meeting, over 1/10 shareholders who enjoy vote rights in the meeting can voluntarily summon the other shareholders and hold the conference article 21: any resolution made in shareholders meeting cannot come into effect without the approval from the shareholders who have more than 50% vote of the meeting. however, resolutions about amending articles of association, incorporation and separation, increasing or decreasing registered capital, or changing forms can be acceptable if advocated by shareholders who enjoy more than 2/3 vote rights in the meeting. chapter directorate, president and supervisorsarticle 22: there are 5 members in the directorate which contains 3 directors assigned, 2 directors from. the term of office of director is restricted to 2 years and the directors can be re-elected when expiration arrives. in directorate there is one chairman assigned and one deputy chairman appointed.article 23: the directorate is responsible to shareholders meeting and entitled to following duties: (1) summoning shareholders meeting and making work reports for shareholders meeting. (2) executing the resolutions of shareholders meeting.(3) determining business programs and investment plans.(4) drafting annual fiscal budget and final plans.(5) drafting profit distribution and program to cover deficit.(6) working out plans to increase or decrease registered capital and programs concerning debenture stock issuance.(7) making proposals on companys incorporation, separation, dissolution, liquidation or form change.(8) deciding internal management structures.(9) deciding on employing or dismissing general manager and his remuneration; determining on employing or dismissing deputy general manager, financial officer and their salary according to the general managers nomination. (10) drafting basic management rules.(11) other authorities invested by companys regulations and shareholders meeting. article 24: directorate conference is summoned by directorate and held by chairman. if the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside the meeting. article 25: the directorate should have at least 2 conferences annually which are summoned by the chairman who is supposed to inform all directors and supervisors in writing 10 days ahead of conference.article 26: interim meetings cannot be held unless shareholders who enjoy more than 1/10 vote right in the meeting and more than 1/3 directors, general managers and supervisors have made relevant proposal. the chairman shall summon and preside at the directorate conference within 10 days when he receives the proposal. article 27: the ways of directorates informing interim conference can be written letters, correspondences, telephones, faxes or emails. the time limit should be 5 days ahead of conference (exclusive of the day of conference). yet, under some emergent conditions interim conference should be held as soon as possible. in such cases, telephone and other oral notification can be acceptable. the convener should make detailed specification about it later. article 28: directorate conference only can be held under over 50% directors attendance. the directorate resolutions shall be voted for by more than half of the whole directors, under conditions of one person one vote.article 29: affiliated transactions should go through the discussion of directorate. those related to affiliated transactions shall not exercise their vote rights or vote on behalf of other directors during the examination. summoning such conference can be acceptable if more than 50% unrelated directors attend it. the resolution should be admitted by over half of all unrelated directors. if less than 3 unrelated directors attend the conference, the affairs should be submitted to shareholders meeting. article 30: directors vote for the submitted affairs by ballot, which is the way of vote for directorate resolution. the directorate conference shall be held on the spot.article 31: directors shall be themselves present at the conference. provided for some reasons they fail to join the meeting, they can assign other directors to attend it. the letter of commitment shall cover attorneys name, the items entrusted, scope of authority, valid period, signature or stamp of principal. the directors entrusted can exercise director rights within the scope of authority. failure to participate in directorate conference or entrust some representative to show up will be deemed waiver in the meeting.article 32: the directorate shall convert the decisions of items discussed into minutes with the signatures of directors attending the conference. directorate minutes should be preserved as company archives for at least 10 years.article 33: directors shall sign the board resolutions and undertake its obligations. if the board resolutions violate laws, rules, company articles of association or the resolutions of shareholders meeting and result in great loss, the directors attending the conference shall take responsibility for compensation. however, if it can be proven that a director expressly objected to the resolution when the resolution was voted on, and that such objections were recorded in the minutes of the meeting, such director may be exonerated from liability.article 34: company creates the job of general manager employed by the board. general manager, responsible to directorate, fulfils such duties as:(1) take charge of production and business management, carry out directorate resolution.(2) fulfill annual business program and investment plan.(3) draft internal management structure plan(4) draw up basic management regulations(5) formulate concrete rules.(6) nominate or dismiss deputy general manager and financial officer.(7) decide on the nomination and dismissal of the officers except those decided by directorate.(8) enjoy other legal power authorized by directorate. attend the directorate conference as non-vote delegate. article 35: company creates a job of supervisor appointed by csipe. the supervisors term of office is limited to 3 years and can be continued when expiration arrives. directors and senior management are not permitted to serve as supervisors concurrently.article 36: powers for supervisor follows:(1) inspect corporate finance.(2) supervise the performance of directors and senior management. make removal proposal to the directors and senior management who offend laws, rules, articles of association or the resolution of shareholders meeting.(3) rectify the deeds by directors and senior management that result in harms to company benefits.(4) propose interim shareholders meeting. summon and preside shareholders meeting when directorate refuse to fulfill the duties listed in articles of association. (5) bring forward proposal for shareholders meeting.(6) conduct prosecution to directors and senior management under provision 152 of the company law. (7) enjoy other powers authorized by articles of corporation. supervisor is permitted to attend the board conference as non-vote delegate and make inquiries or suggestions to the items listed in directorate resolution. meanwhile, supervisor can commence an investigation related to any abnormal business management. when necessary, supervisor is allowed to employ a certified public accountant to assist his work with relevant charges covered by company. the necessary expenses during his performance will be provided by company.chapter financial accounting and profit sharingarticle 37: company shall conform to laws, administrative rules and regulations authorized by financial department of state council and establish financial accounting regulations, and should work out financial accounting report each fiscal year and have it legally verified and audited by public accounting firm. financial accounting report should be delivered to each shareholder within 3 months at the end of each fiscal year. article 38: profit should be shared in such an order after income tax has been paid:(1) cover previous deficit.(2) collect 10% profit as statutory common reserve (companys reserve fund). statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50 percent of the company registered capital.(3) collect 15% profit as discretionary reserves (company development fund). extract 10% profit as innovation fund. preserve 15% benefit as staff awards and welfare fund. the proportion and usage of each reserves may be adjusted through consensus of shareholders meeting subject to annual business management.(4) pay shareholders the dividend. company shall share profit in accordance with the proportion of subscribed contribution in registered capital after paying income tax and collecting reserves. in principle, the dividend should exceed 25% annual net profit.chapter dissolution and liquidationarticle 39: company can be dissolved if