外资公司章程英文版.docx

Wholly Foreign-Owned Enterprises Articles of AssociationCHAPTER 1 GENERAL PROVISIONSArticle1 Country (district) company (with country (district) company) In accordance with the Company Law of the Peoples Republic of China, Law of the Peoples Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations, with the principle of equality and mutual benefit, through amicable negotiations, consenting to set up the Wholly Foreign-Owned Enterprises in Beijing of the Peoples Republic of China.Article 2 Investment parties for Party A: (Contents include name, the registered address, registered country names, legal representative, positions, nationality, etc.)Party B: (the same as above)Party C: note: If there is Party C, Party D, and so on ,remark it like this.If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: (Hereinafter referred to as the “company”)Registered Office Address:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company. The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company: Article8The projects which in the business scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: (includes currency ). Article10 The registered capital: (includes currency ).Included: Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .(It is applied to the conditions which have the shortfall between aggregate investment and registered capital.)The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchange rate of the Peoples Bank of China. Article11 The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license.If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% of its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions.Article12Generally, the company in the business period does not reduce its registered capital.Article13(such as foreign investors joint venture)any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval. One party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders committee/shareholdersArticle14(If the company has two or more shareholders) The company set up the shareholders committee by all the shareholders. The shareholders committee is the companys organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.(If the company is only one shareholder)The company has not set up the shareholders committee; Shareholder is the companys organ of power, when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the executive director;(4) To examine and approve reports of the supervisor;(5) To examine and approve the annual financial budget plan and final accounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolutions on the increase or reduction of the registered capital of the company;(8) To the issuance of corporate bonds(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company; (10) To amend the articles of association of the company.(11) Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to file signature, stamp.(The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.)Article16The shareholders meeting shall be convened at least times every year. The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17(If it sets up a board of directors) The shareholders meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.(If it doesnt set up a board of directors) The shareholders meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders meeting of the responsibility, convened and presided over by the supervisors; the supervisors dont convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders committee shall write the minutes of the meeting by the decisions, the shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/ executive directorArticle18(If it sets up a board of directors) The company shall establish the board of directors, by members (3-13 persons). Each term for three years, included one chairman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board: (If it doesnt set up a board of directors) The executive director produced by . The term expires, can be reappointed.Article19Board of directors/ executive director shall be responsible to the shareholder, and exercise the following functions and powers:(1) To be responsible to shareholder and to report its work to the shareholder; (2) To implement the resolutions of the shareholder; (3) To decide on the business plans and investment plan of the company; (4) To formulate the annual financial budget plan and final accounts plan of the company; (5) To formulate plans for profit distribution and plans for making up losses of the company; (6) To formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company; (7) To formulate plans for the merger, division, transformation and dissolution of the company; (8) To decide on the establishment of the companys internal management organs; (9) To decide on appointment and dismiss the companys manager and the matter on the managers remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the companys deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration; (10) To formulate the basic management system of the company.(11)Others:(The following terms suitable for establishing the board of directors)The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.The procedure for the board of directors and voting procedures (Enterprise formulated according to law) .The board of directors shall write the minutes of the meeting by the decisions, the board of directors who attended the meeting would sign in the minutes of the meeting.CHAPTER 6 boards of supervisors/ supervisorsArticle20The company shall set up a board of supervisors (if shall set up a board of supervisors), in total members by . (More than 3 persons) Included shareholders: ; representatives . (The worker supervisors shall not be lower than the proportion of a third). Shareholders represent supervisors elect by the shareholders meeting, or the shareholders appointed. The staff and workers congress, workers congress or other forms finish the democratic election to produce the employee representatives.The board of supervisors shall have one chairman, and by more than half of all the supervisors election. The chairmen of the board of supervisors convene and preside over the meetings of the board of supervisors, the board of supervisors is unable to perform duties or does not perform his duties, the supervisor recommended by half or more common the supervisors shall convene and preside over the meetings of the board of supervisors.Supervisors period is three years. The term expires, can be reappointed.(If you dont choose to set up a board of supervisors)The company doesnt set up the supervisors, produces supervisors, (1 or 2 persons) Elected by the shareholders meeting. Supervisors period is three years. The term expires, can be reappointed.Article21The supervisor of the company shall exercise the following functions and powers: (1) To examine the financial affairs of the company; (2) to supervise the acts of the director and senior executives performing their functions, and to bring the proposal to dismiss those directors and senior executives violating the laws, administrative regulations, the articles of association of the company or the resolutions of the shareholder; (3) To demand directors and senior executives to make corrections if any of their acts is found to have damaged the interests of the company; (4) Propose to convene an interim shareholders meeting, the board of directors fails to convene and preside over the shareholders meeting duties convene and preside over the shareholders meeting.(5) Put forward proposal to the shareholders meeting(6) To bring a lawsuit against the directors or senior executives in accordance with the provisions of Article 152 of the company law of the peoples republic of China. (7) Others:Article 22Supervisors may attend the meetings of the board of directors and the board of directors to raise questions or Suggestions matters.(The following terms suitable for establishing the board of directors)The board of supervisors found the company operating condition is unusual, it can undertake survey; if it is necessary, they may hire an accounting firm to help their work, and the expenses to be borne by the company.Article23The board of supervisors shall held _ (at least once) the meeting. The supervisors may propose to convene temporary meetings of the board of supervisors.The resolution of the board of supervisors shall be subject to the more than half by supervisors.The board of supervisors shall write the minutes of the meeting by the decisions, the board of supervisors who attended the meeting would sign in the minutes of the meeting.Article24Supervisors perform their functions and powers of the necessary expenses shall be borne by the company.CHAPTER 7 Business Management OfficesArticle25Company management institutions and their functions and powers decided by the shareholders meeting/shareholders/board/executive director.(The following terms suitable for establishing the manager) It is allowed to set up managers, the board of directors/executive director, who shall be hired or dismissed. The manager is accountable to the board of directors, perform the functions and powers.1. Presided over the companys production and operation management work, organize the implementation of the decision of the board of directors.2. Organize the implementation of the annual business plan and investment plan.3. Developing company internal management organization setup scheme.4. Developing company basic management system.5. Developing company specific regulations.6. Who shall be hired or dismissed the deputy manager, person in charge of finance.7. decided to hire or dismissed except the board of directors shall/executive director the responsible for management personnel.8. The board of directors/executive director and other functions and powers granted.CHAPTER 8 labor management and financial other systemArticle26The company follow the Labor contract law of the Peoples Republic of China and other relevant provisions of the laws and regulations, Deal with employees employment, dismissal, resignation, wages and benefits, labor insurance, labor discipline and other matters. The company supports staff according to the labor law of the Peoples Republic of China , Chinese union articles of association for setting up trade unions.Article27The company in accordance with the relevant laws and regulations to establish and execute finance, accounting, auditing, foreign exchange, statistics, insurance system.CHAPTER 9 Duration, Dissolution and LiquidationArticle28The operating period of the Company is _ years and shall start from the date on which the business license of the Company is issued.Article29Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can be extended upon the approval of the examination and approval authority and completion of registration formalities in the original registration authority.Article30The company can decide to terminate the Company ahead of time due to the following reasons:1. Expiration of the operating period.2. Shareholders decided to do the dissolution.3. Merger or division of a company needs to dissolve4. Revoked accord