公司章程---英文模板.doc

“Translation of Articles of Incorporation of XXX Co. Ltd”Articles of Incorporation of XXX Co. LtdChapter 1 General ProvisionsArticle 1 This articles of incorporation is made in accordance with the Company Law of P. R.C and the Regulations of Shenzhen Special Economic Zone on Limited Company.Article 2 All activities of the company should comply with and be protected by national laws and rules.Article 3 The company is registered with Shenzhen Municipal Industrial and Commercial Administration.Business Name: Address: Article 4 Business scope: domestic trade, materials buy & sell (exclusive of the controlled goods ); import and export of goods; economic information consulting service.The business scope is subject to the approval of relevant government authority. The company shall conduct its business within its approved business scope.Article 5 To meet business needs, the company may make foreign investment, and set up branches and offices overseas.Article 6 The term of the company is 10 years, beginning from the date of its registration.Chapter 2 ShareholdersArticle 7 There are two shareholders, and their names and addresses are listed as follows:NameAddressID No.Article 8 Shareholders have the following rights:(1) elect or be elected as the executive director or supervisor;(2) call for shareholders meetings according to laws, rules and articles of incorporation;(3) supervise the companys operating activities and daily management;(4) have access to the articles of incorporation of the company, the minutes of shareholders meetings and financial documents, and put forward suggestions on the companys operation;(5) gain dividend in proportion to their shares and have the preemptive rights for new shares;(6) share the companys residual assets in proportion to their shares upon the dissolution of the company;(7) file lawsuits against the company for compensations if the shareholders interests are damaged by the company; Article 9 Shareholders are obligated to:(1) pay the subscribed contributions;(2) assume the responsibilities in proportion to their capital contributions;(3) not withdraw their capital contributions after the registration of the company;(4) abide by the Articles of Incorporation and not disclose the companys trade secrets.(5) support the companys management, put forward valuable suggestions and promote the development of the company.Article 10 After the establishment of the company, stock certificates should be issued to the shareholders, and should contain the following information:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the names and capital contributions of the shareholders;(5) the serial number and issuance date of the stock certificate.The stock certificate should be signed by the legal representative and stamped by the company.Article 11 The company shall maintain a record of shareholders which shall set forth the following information:(1) the names of shareholders;(2) addresses of shareholders;(3) the amounts of shareholders capital contributions;(4) the serial numbers of shareholders stock certificates.Chapter 3 Registered CapitalArticle 12 The companys registered capital is RMB 500,000 Yuan. The capital contributions and shares of ownership of the shareholders are as follows:Name of ShareholdersCapital ContributionsPercentage of ownershipArticle 13 The shareholders shall make the investments in cash.Article 14 The shareholders shall make full payment of the subscribed capital contributions before the registration. Otherwise, they shall be held liable to the shareholders who have fully made capital contributions.Article 15 Shareholders may contribute in kind, and may do so upon completion of the procedures as required by relevant law and regulations. Article 16 The shareholders may transfer their shares in such a manner as allowed by laws.Chapter 4 Shareholders MeetingArticle 17 The shareholders meeting has the highest authority in the company. Article 18 The shareholders meeting has the following authorities:(1) decide the business policies and investment plans;(2) elect and remove the executive director, and decide his/her remuneration;(3) elect and remove the supervisors, and decide their remunerations;(4) review and approve the working reports of the executive directors;(5) review and approve the working reports of the supervisors;(6) review and approve the companys annual budget and final accounts plan;(7) review and approve the companys profit distribution plan and loss recovery plan;(8) make resolutions on the increase or reduction of registered capital;(9) make decisions to issue bonds;(10) make resolutions on the transfer of the shareholders shares;(11) make resolutions on the companys merger, division, dissolution, liquidation and change of the corporate form;(12) amend the Articles of Incorporation.Article 19 The shareholders have the right to vote in the shareholders meetings. Increase or decrease of the registered capital, division,merger, dissolution, and change of the form of the company shall be approved by two-thirds of the voting shares.Article 20 The annual shareholders meeting is held in December each year. An interim meeting can be held if agreed upon by one-fourth of the voting shares, or proposed by the executive directors or the supervisors.Article 21 The executive director calls and presides over the shareholders meeting. If he/she cant perform this duty because of some special reasons, a shareholder appointed by him/her can assume this responsibility.Article 22 All the shareholders shall be informed with written notice or other forms at least 15 days before the shareholders meeting. If a shareholder cannot attend the meeting with cause, a duly authorized proxy may represent the shareholder to be present. Generally, resolutions of the shareholders meetings are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares. Resolutions of the shareholders meetings on amendment to the Articles of Incorporation are valid if approved by 50% or more of all shareholders and two-thirds of the voting shares.Article 23 The resolutions of the shareholders meeting should be reduced to writing, and all the shareholders attending the meeting should sign on the minutes.Chapter 5 The Executive DirectorArticle 24 The company shall not form Board of Directors, but instead an executive director to perform the duties of Board of Directors.Article 25 Elected by the shareholders meeting, the executive director is the legal representative of the company. The term is three years.Article 26 The executive director is nominated by shareholders and elected by the shareholders meeting.Article 27 The executive director can be reelected. Prior to the expiration of the executive directors term, the shareholders meeting may not remove him/her without cause.Article 28 Responsible to the shareholders, executive director has the following authorities and duties:(1) call the shareholders meeting and make working reports on the meeting;(2) carry out the resolutions of the shareholders meeting;(3) decide the companys running and investment plans;(4) make the companys annual financial plans and final account plans;(5) make the companys profit distribution plans and loss recovery plans;(6) make plans on the increase or reduction of registered capital;(7) makes plans on the companys merger, division, dissolution, liquidation and the change of the companys type;(8) decide the formulation and structure of the companys internal subdivisions;(9) decide to hire or fire a manager and his/ her remuneration, and according to the managers nomination, decide to hire or fire the deputy manager, the financial officer and their remuneration;(10) decide the companys basic management system.Article 29 The executive director should submit the decisions to the shareholders meeting in written form. Chapter 6 Business Management OfficeArticle 30 The management office has one manager, and several management departments may be set up if necessary. The manager is hired or fired by the executive director, and the term of this position is three years. The managers job duties are listed as following:(1) Be responsible for the daily management and implement the resolutions of the shareholders meeting and decisions of the executive director;(2) organize the implementation of the companys running plans and investment schemes;(3) plan the formulation of the companys internal subdivisions;(4) map out the companys basic management system;(5) make rules for the companys internal management;(6) propose to hire or fire the deputy manager and financial officers;(7) hire or fire management staff other than those whose employment falls within the executive directors duties;(8) perform other duties authorized by Articles of incorporation or the shareholders meeting.Article 31 The executive director and manager are not allowed to put the companys funds in their own personal bank accounts. The executive director and manager are not allowed to use the assets of the company as suretyship for any shareholders personal debt.Article 32 The executive director and manager can not run for themselves or others any similar activities with the company, or conduct any activities damaging the companys interest. Any and all the income derived from the above activities shall belong to the company. Executive director and manager are now allowed to make transactions with the company unless approved by the Articles of Incorporation or the shareholders meeting. Executive director and manager shall be liable for any loss incurred by the company due to their violations of law, articles of incorporation, or other rules.Article 33 The executive director and manager shall have such qualifications as required of their relative positions by laws. In the case of graft or serious dereliction of duty on the part of the manager and other senior officers, the shareholders meeting shall have the authority to dismiss them at any time.Chapter 7 SupervisorsArticle 34 The company shall not form Board of Supervisors, but instead one supervisor to perform the duties of Board of Supervisors. Appointed by the shareholders meeting, the supervisors term is three years. Prior to the expiration of the term, the shareholders meeting may not remove him/her without cause. The executive director and financial officers can not concurrently hold the position of supervisor.The supervisor has the following duties:(1) check the financial status of the company;(2) Investigate the executive director and the manager to see if they have broken the law, rules and the companys regulations;(3) ask the executive director and the manager to rectify themselves when their behavior damage the companys interests;(4) propose to convene an interim shareholders meeting.Chapter 8 Finance and AccountingArticle 35 The company should establish its financial and accounting system and pay tax as required by laws, regulations and other rules.Article 36 Financial and accounting reports should be completed at the end of every fiscal year. The financial and accounting reports shall contain the following information:(1) balance sheet;(2) profit and loss statement;(3) cash flow statement;(4) financial situation statement;(5) statement of profit distribution.Article 37 When the company distributes the annual after-tax profits , it shall allocate 10% of its profits to its statutory common reserve fund, 5% - 10% as its statutory welfare fund. Allocation to the companys statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the companys registered capital.If the statutory common reserve fund cant be able to offset the companys losses of the previous year, profits should be first allocated to make up the losses and then allocated to the statutory common reserve fund and welfare fund.After the allocations of the statutory common reserve fund and welfare fund, the rest of the profit shall be allocated among the shareholders in proportion to their shares.Article 38 The statutory common reserve is used to make up losses, expand the companys production and operation, or be converted to the companys increased capital.Article 39 The statutory welfare fund is used for the collective welfare of the companys employees.Article 40 The company shall not set up any other accounting books than those required by laws.Article 41 No personal bank account shall be opened to deposit the companys funds. Chapter 9 Dissolution and LiquidationArticle 42 The companys merger or division shall be conducted in accordance with the laws and rules.Article 43 The company shall be dissolved upon the occurrence of statutory situations. Article 44 In the event of normal (non-compulsory) dissolution, a liquidation group shall be established by the shareholders meeting within 15 days.Article 45 After the establishment of the liquidation group, the company should stop all the activities other than those related to liquidation.Article 46 The liquidation group has the following duties:(1) liquidate the companys assets, draw up the balance sheet and property list;(2) inform the creditors by notice or public announcement;(3) handle or liquidate the unfinished business;(4) pay off the tax owed;(5) settle the credits and debts;(6) dispose of the remaining assets after debts;(7) participate in civil lawsuits on behalf of the company.Article 47 The liquidation group should inform the creditors within 10 days after its establishment, and publish at least three announcements in newspaper within 60 days. The liquidation group should keep the creditors claims for record.Article 48 After the liquidation of the assets, drawing up the balance sheet and property list, the liquidation group should formulate a liquidation scheme and submit it to the shareholders meeting.Article 49 The liquidated assets should be allocated in the following order: 1. the liquidation expenses; 2. the employees wages and labor insurance fees; 3. the tax owed; 4. the companys debts.The remaining assets shall be allocated to the shareholders in proportion to their shares.Article 50 After the completion of the above work, the liquidation group will make a report which sho