公司章程范本-英文.doc

STANDARDIZED COMPANY ARTICLES OF ASSOCIATION 公司章程TABLE OF CONTENTS 目录Chapter 1. General Provisions 总则Chapter 2. Purpose and Scope of Business 公司经营范围Chapter 3. Shares 公司股份Chapter 4. Shareholders and the General Meeting of Shareholders 股东姓名及股东大会Chapter 5. Board of Directors 董事会Chapter 6. General Manager 总经理Chapter 7. Supervisory Board 监事会Chapter 8. Financial Affairs, Accounting and Auditing 公司财务、会计、审计事宜Chapter 9. Labor Management, Labor Union and Employee Benefits 劳动关系管理、工会及员工福利Chapter 10. Dispute Resolution 争论解决方式Chapter 11. Notification and Announcement 通知及公告Chapter 12. Merger, Division, Dissolution and Liquidation 公司合并、分立、解散与清算办法Chapter 13. Amendment of Articles of Association 公司章程变更Chapter 14. Supplementary Provisions 补充条款CHAPTER 1. GENERAL PROVISIONS 总则Article 1These Articles of Association are formulated according to the China Company Law, the Instruction regarding Articles of Association for Listed Companies, and other relevant regulations for the purposes of maintaining the legitimate benefit for the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.Article 2This Company is a joint stock limited liability company established according to the Company Law and other relevant regulations. The Company is established with the mode of incorporation by means of share offer, as approved by Decree No. _ of 2000 of the State Economic and Trade Commission, and registered in the State Administration for Industry and Commerce so as to obtain a business license.Article 3The Company initially issued _ million RMB common shares to the public on_, 2000 by the approval of the China Securities Regulatory Commission. Those shares included _ million domestic shares subscribed in RMB form issued to domestic investors. The Company was listed on the _ Stock Exchange on_, 2000. (OPTIONAL (IF RELEVANT)- Those shares also included _ million foreign capital shares subscribed in foreign currency form issued to foreign investors and listed on the domestic stock exchange.)Article 4The name of the Company is:_ (Chinese)_ (English).Article 5The domicile of the Company is: No._, _Road,_, Post Code: _.Article 6The registered capital of the Company is _ billion RMB.Article 7The Company is a perpetual joint stock limited liability company.Article 8The Chairman of the Board of Directors is the legal representative of the Company.Article 9The entire assets of the Company is divided into an equal number of shares. Each shareholder shall assume liability to the extent of his shareholding in the Company. The Company shall assume liability for its debt to the extent of its entire assets.Article 10From the date that it takes effect, these Articles of Association shall become a binding legal document to standardize the organization and behavior of the Company, and to set the rights and obligations between the Company and its shareholders and for the shareholders with each other.Article 11Other superior/top managers referred to in these Articles of Association are the Secretary of the Board of Directors and the person in charge of financial affairs.Article 12The Company has the right to raise funds through various legal sources, including, but not limited to, loans and the issuance of bonds. However, such funds may be raised only after preconditions are met which are set by relevant laws, administrative rules and regulations, and by the provisions of these Articles of Association. The Company also has the right to provide a guarantee to any third party.Article 13The Company is an independent legal person, all of whose behavior shall abide by China laws and regulations and shall protect the legitimate interests and rights of shareholders. The Company shall be governed and protected by China laws, administrative rules and other regulations issued by the Government.Article 14The Company may invest in other limited liability companies and joint stock limited liability companies. It shall assume liability in such cases to the extent of its investment in such companies. The aggregate amount of such investments shall not exceed the limits set by Article 12 of the Company Law, that is 50% of net assets, and be related to the requirements for operation and management of the Company.Article 15The Company shall not be an unlimited liability shareholder of any other economic organization.CHAPTER 2. PURPOSE AND SCOPE OF BUSINESSArticle 16The purpose of the Company is to construct, develop and operate a high class road in a positive manner which has a large potential traffic volume and a stable revenue. The road shall improve the road network in its area of operation and for adjacent areas, and promote regional economic development. It shall satisfy its shareholders with a reasonable rate of return on their investment.Article 17The scope of business of the Company, as approved by the Registration Authority, is to invest in the development, construction and operation of a toll road, to repair vehicles, to lease vehicles and machinery equipment, and to provide consulting services.CHAPTER 3. SHARESSection 1. Issuance of SharesArticle 18The shares of the Company are in the form of stock.Article 19All shares issued by the Company are common shares.Article 20The shares of the Company shall be issued based upon the principle of openness, fairness and impartiality. Thus each share shall have the same rights and each share shall receive the same profit.Article 21The nominal price of the stock issued by the Company shall be indicated in RMB.Article 22The domestic shares issued by the Company shall be in the centralized trusteeship of the _ Stock (Exchange) Registration Limited Company. (OPTIONAL (IF RELEVANT)- The foreign capital shares listed in the domestic stock exchange shall also be in the centralized trusteeship of the _ Stock (Exchange) Registration Limited Company.)Article 23The total number of common shares issued by the Company after approval are _ billion shares. Upon its establishment, the Company issued common shares to the following sponsors, which account to _% of the total amount of common shares:_(_%)_ (_%)_ (_%)Article 24The equity structure of the Company is _ billion common shares, among which _ million shares are held by the sponsors. The other _ million shares are held_ million by domestic shareholders and _ million by foreign shareholders, all listed on the _ domestic Stock Exchange. (OPTIONAL (IF RELEVANT)- _ million shares are held by foreign shareholders, all listed on the _ domestic Stock Exchange.)Article 25The Company or its subsidiary companies (including affiliated enterprises) shall not provide any financial assistance to persons who purchase or propose to purchase the Companys shares through such forms as grants, advances, guarantees, compensation or loans. Such persons shall include any person who assumes direct or indirect liability resulting from the purchase of Company shares. In addition, the Company or its subsidiary companies (including affiliated enterprises) shall not, in any form, provide any financial assistance to the above-mentioned persons for the purpose of reducing or taking over the obligations of that person.Section 2. Increase in, Reduction of and Repurchase of SharesArticle 26For the purpose of operation and development, and according to laws and regulations and to resolutions made by the Board of Directors, the Company shall adopt the following methods for increasing its capital:1. issue shares to the public;2. restrict sales of stock to the present shareholders;3. allot bonus shares to the present shareholders;4. increase capital using common reserve funds; and5. other methods/modes approved by laws and regulations and by the Securities Administration Department in the State Council.Article 27The Company may reduce its registered capital according to the regulations set in these Articles of Association. It shall also follow the procedures set in the Company Law and in other regulations. Where such reduction of capital occurs, the Company shall prepare a balance sheet and inventory of assets. The Company shall inform its creditors of the reduction of registered capital within ten (10) days following the date on which the reduction resolution is adopted, and make at least three announcements regarding the reduction in a newspaper within thirty (30) days. The creditors shall have the right to claim full repayment of their debts or have the provision of a corresponding guarantee from the Company within thirty (30) days from the date of receipt of such notice, or within ninety (90) days from the date of the first public announcement for those creditors who did not receive a notice directly. After the reduction, the registered capital of the Company shall not be less than the statutory minimum limit.Article 28The Company shall repurchase its shares in the following cases, after the approvalof the relevant Government administrative departments:1. cancellation of the shares to reduce the Companys capital; and2. merger with other companies which have shares in the Company.The Company shall not buy or sell its shares except in the above cases.Article 29Where the Company repurchases its shares, such repurchase shall be conducted in one of the following methods:1. an offer of repurchase of shares is made to all shareholders according to theproportion of stock that they own;2. repurchase through open transaction; and3. other methods/modes as approved by law and regulations and by the Securities Administration Department in the State Council.Article 30The Company shall canceled the repurchased shares within ten (10) days of their repurchase. It shall apply to the Industrial and Commercial Administration Bureau for a change in its registered capital.Section 3. Transfer of SharesArticle 31The shares of the Company may be transferred according to law.Article 32The Company shall not accept its own shares as a form of hypothecation.Article 33Shares held by sponsors shall not be transferred within three (3) years of the establishment of the Company. Directors, the general manager and other superior managers of the Company shall each declare the number of shares he (or she) possesses during the period of his employment. He (or she) shall not transfer his shares during that period and within six (6) months after leaving that position.Article 34Where shareholders who possess at least 5% of voting rights shares sell their shares within six (6) months after they are purchased, or buy such shares again within six (6) months after selling them, then the profits received shall be owned/taken by the Company. The preceding paragraph is applicable to directors, supervisory personnel, the general manager and other superior managers who are legal person shareholders possessing 5% voting rights shares.CHAPTER 4. SHAREHOLDERS AND THE GENERAL MEETING OF SHAREHOLDERSSection 1. ShareholdersArticle 35Shareholders are the persons who hold shares of the Company legitimately, and whose names are registered in the shareholders register. Shareholders shall enjoy rights and assume obligations according to the different types of shares held. Shareholders who have the same type of shares shall enjoy the same rights and assume the same obligations.Article 36The shareholders register is sufficient evidence to prove that shareholders hold the Companys shares,. except where there is evidence to the contrary.Article 37The Company shall establish the shareholders register based upon evidence provided by the Securities Registration Authority. The register shall list the following information:1. name (title), address (domicile), job/vocation or ownership of each shareholder;2. type and number of shares held by each shareholder;3. whether the shares held by each shareholder have been paid for or are still payable;4. the serial numbers of the shares held by each shareholder;5. the date of registration of each shareholder as a shareholder; and6. the date of termination of each shareholder as a shareholder.The Company shall sign a centralized trustee agreement with the Securities Registration Authority to check the information regarding major shareholders and to keep track of the change (including pledging of shares) of the holdings of major shareholders periodically so that its share structure is kept up-to-date.Article 38Each part of the shareholders register shall not overlap with another. The transfer of shares registered in a certain part of that register shall not also be registered in other parts of the shareholders register during the registration period. Amendment or change of the shareholders register shall be conducted according to the relevant law.Article 39When the Company convenes a shareholders general meeting, allocates a share dividend, makes clearance (?) or conducts other actions where share rights are required to be identified, then the Board of Directors shall set one day as share rights registration day. Shareholders who are recorded before the completion of registration shall then be considered shareholders of the Company.Article 40A change of registration of shareholders shall not occur due to a transfer of shares within thirty (30) days of the convening of a shareholders general meeting or within five (5) days prior to the date set for allocation of share dividends.Article 41Where any shareholder requires the registration of his name (or title) on the shareholders register or the cancellation of his name (or title) from the shareholders register due to an objection to what is contained in the shareholders register, then he may apply to the court which has jurisdiction for a change in the shareholders register.Article 42Where any shareholder who is registered in the shareholders register, or is required to register his name (or title) in the shareholders register, loses his original shares, then he may apply to the Company for the issuance of new shares on the basis of the relevant original shares. Where shareholders holding domestic shares apply for such reissuance, then Article 150 of the Company Law shall be applicable. After the reissuance of new shares by the Company according to these Articles of Association, the name (or title) of bona fide purchasers who hold the above-mentioned new shares or of shareholders who are registered as the owners of such shares (as a bona fide purchaser) shall not be canceled from the shareholders register.Article 43The Company has no obligation to indemnify any person damaged by the cancellation of original shares or by the reissuance of new shares, except where a party can prove that the Company has acted fraudulently.Article 44The shareholders of the Company shall enjoy the following rights:1. to obtain share dividends and other types of benefit allocation to the extent of their number of shares;2. to attend, or entrust a proxy on his behalf to attend, the shareholders general meeting;3. to exercise voting rights according to their number of shares;4. to supervise the operations of the company, and make recommendations and inquiries regarding such operations;5. to transfer, bestow/donate or pledge their shares according to laws, regulations and articles of association;6. to obtain the following information according to laws and these articles of association:1. the articles of association, after payment of the cost of copying;2. the right to request and receive a copy after paying a reasonable fee of:A. information concerning their share holding;B. a record of the shareholders general meeting;C. the interim report and annual report; andD. the total amount of equity and the equity structure.7. where the Company terminates or liquidates, to participate in the allocation of the residuary assets of the Company according to their number of shares; and other rights entrusted to them by laws, regulations and by these Articles of Association of the Company.Article 45Where shareholders request the checking of relevant information or ask for materials listed in the preceding Article, then they shall provide written documents which proof the type and number of their shares. The Company shall check their status and provide the materials requested.Article 46Where a resolution is passed by the shareholders general meeting and the board of directors violates laws and regulations and infringes on legitimate benefits of shareholders, then the shareholders have the right to file suit to stop such illegal actions and prejudicial acts in the Peoples Court concerned.Article 47Shareholders shall perform the following obligations:1. obey the Articles of Association;2. render equity according to the shares they subscribed and the type of admission; (?)3. not retire shares, except in the cases regulated by laws and regulations;4. other obligations as stipulated by laws and regulations, and by these Articles of Association.Article 48Where shareholders who possess 5% or more of the shares of the Company pledge their shares, then they shall report to the Company in writing within three (3) working days from the date that such pledge occurred.Article 49Where the holding/dominant shareholder exercises his voting rights, he shall not make decisions which impair the legitimate benefit of