温州市粮油食品对外贸易有限公司章程EN-一校ok.doc

Wenzhou Cereals, Oils & Foodstuffs Foreign Trade Co., Ltd.Articles of AssociationChapter I General Rules Article 1 To regulate organization and operation of Wenzhou Cereals, Oils & Foodstuffs Foreign Trade Co., Ltd. (hereinafter referred to as “the Company”), guarantee the legal rights of the contributors, promote the development of state-owned company, the following Articles of Association is made in accordance with the Company Law of the Peoples Republic of China (hereinafter referred to as “Company Law”), Law of the Peoples Republic of China on the State-owned Assets of Enterprises, Interim Measures for the Administration of Assessment of State-owned Assets of Enterprises, relevant state laws and regulations, as well as relevant provision of Zhejiang Provincial Peoples Government and Wenzhou Municipal Peoples Government, (hereinafter referred to as “Provincial and Municipal Governments”).Article 2 The company is a legal person sole proprietorship limited liability company. It is established by Wenzhou International Trading Group Co., Ltd. (hereinafter referred to as “International Trading Group”) who performs the duty of contributor, and enjoys owners rights according to laws.Article 3 Registered company name: Wenzhou Cereals, Oils & Foodstuffs Foreign Trade Co., Ltd.Registered company address: 24/F, Wenzhou International Trade Center Building, West Liming Road, P.O.: 325003.Article 4 The operation and other activities of the company conform to the laws and regulations of the Peoples Republic of China, and relevant rules and regulations of Municipal Government and SASAC, accept the supervision of International Trading Group according to law, and never damage the legal rights of the contributors. Article 5 The company is sole proprietorship of legal person enterprise. It has independent property of legal person, enjoys property rights of legal person and bears liabilities of the companys debts with its all property. The company has been registered in Wenzhou Administration for Industry and Commerce and the business period is permanent. Article 6 This Articles of Association is binding on the company, its executive director, supervisor, general manager, deputy general manager and other senior managers, as well as other organizations and individuals stipulated by laws and regulations.Article 7 Without consent of International Trading Group, executive director, members of management and other senior managers of the company may not serve concurrently in any other limited liability company, joint stock limited company or other economic entities (including its subsidiary).Article 8 Executive director is the legal representative of the company.Article 9 According to the provisions of relevant laws and regulations, with approval of the relevant departments and International Trading Group, the company may establish subsidiaries or branch offices inside and outside China according to demand of business development.Article 10 According to the provisions of Constitution of the Communist Party of China, the company establishes Party organization. Party organization is the political core in the company. It provides political leadership, and guarantees and supervises the implementation of line, guiding principles and policies of Party and state in the company.Article 11 The company shall establish comprehensive employee representative assembly system, carry out democratic management, and make the affairs of enterprises public, and guarantee the legal rights of employees.Article 12 The company shall comply with management activity held by competent department of every industry according to law, and accept instruction, coordination, supervision and inspection conducted by relevant departments according to law.Chapter II Tent of Operation and Business RangeArticle 13 The companys tent of operation: Under guidance of scientific outlook on development and orientation of market demand, improve the capacity of investing and financing; fulfill tasks assigned by International Trading Group, actively perform social responsibilities, ensure to preserve or increase the value of assets, and achieve the maximizing value.Article 14 The companys business range: import and export of goods and technologies; sales of articles of daily use, hardware & electric material, mechanical equipments, crafts, shoes and clothing, building materials, chemical materials, leather, and textile; storage service (excluding hazardous chemicals)(Subject to the business range finally approved by Wenzhou Administration for Industry and Commerce). Chapter III Registered Capital of the CompanyArticle 15 The registered capital of the company is RMB 17,000,000 Yuan. The form of capital contribution is net asset, and the contribution was paid on December 31, 2010.Chapter IV Rights and Obligations of ContributorArticle 16 The company does not set up board of shareholders. As a contributor, International Trading Group executes the powers of shareholder and enjoys the following rights according to law:(1) Approve the companys Articles of Association and its amendment plan;(2) Designate or appoint the companys executive director and senior managers in accordance with related procedures and regulations, and decide their remunerations;(3) Establish work attendance and performance system of persons in charge, sign business performance evaluation responsibility letter with executive director, and conduct annual assessment and term assessment of persons in charge according to relevant provisions;(4) Examine and approve the strategic development programming of the company;(5) Examine and approve significant issues report from executive director and supervisors; examine and approve significant investment and financing programs of the company;(6) Examine and approve financial budget report of the company; examine and approve final settlement report, profit distribution plans and loss recovery plans of the company;(7) Examine and approve the plans on capital increase or reduction, and issuance of company bonds;(8) Examine and approve the plans on state-owned shares transfer and disposals of non-performing asset according to relevant provisions;(9) Examine and approve the plans on merger, splitting-up, dissolution, liquidation or change of corporate form of the company;(10) Examine and approve the plans on adjustment, merger, splitting-up, and dissolution of affiliated subsidiaries of the company;(11) Examine and approve the investment and guarantee projects of the company, and conduct supervision;(12) Execute other powers stipulated by laws and regulations.Article 17 International Trading Group shall perform the following obligations:(1) Abide by the Articles of Association of the company;(2) Guarantee the registered capital of the company is paid up, take limited liability with capital contributions, and shall not withdraw capital at will.(3) Maintain the legal rights of the company and support its business development according to law;(4) Perform other obligations stipulated by laws and regulations.Chapter V Executive Director Article 18 The company does not set up board of directors, and set up one executive director who is appointed or replaced by International Trading Group. International Trading Group can authorize executive director of the company to execute some of contributors powers.Article 19 Each tenure of executive director of the company is three years. When the term expires, re-election and re-appointment of the same person is possible with qualified evaluation. Where new executive director is not timely appointed when the term of executive director expires, or executive director resigns within his tenure, before the newly appointed executive director takes the place, the original executive director shall continue to execute his duties according to provisions of laws, administrative regulations and the Articles of Association of the company.Article 20 Executive director of the company shall bear the following obligations: (1) Abide by laws and regulations, the Provisions on Incorruptible Work of State-Owned Leaders, and the companys Articles of Association, faithfully perform their duties and safeguard the companys profit and legal rights of International Trading Group. (2) Not to engage in any business in competition with the similar business either on his own, or operation for others or activities damaging the interests of the company.(3) Not to disclose the companys business secret or use powers to seek business opportunities which shall belong to the company either for himself or for others.(4) Provide International Trading Group with reports on significant decisions, significant financial affairs and condition of assets, and other significant affairs according to relevant provisions.(5) Accept supervisors reasonable supervision and suggestion.(6) Bear other obligations according to laws.Article 21 The companys executive director, who is responsible for International Trading Group, decides the significant affairs of the company on his own or according to relevant approvals. Executive director executes following powers within the authorized range of International Trading Group according to the provisions of laws and regulations:(1) Execute the relevant provisions and decisions of International Trading Group, and report to International Trading Group;(2) Draw up the companys Articles of Association and its amendment, and report to International Trading Group for approval;(3) Formulate the companys strategic development programming, and report to International Trading Group for examination; (4) Formulate annual investment plan according to the companys strategic development programming, and report to International Trading Group for examination and reference;(5) Decide operation policy and plan within the authorized range, and report to International Trading Group for reference;(6) Decide investment, capital operation and financing plans within the authorized range, and report to International Trading Group for reference;(7) Decide investment and guarantee affairs, and report to International Trading Group for approval and reference;(8) Review annual financial budget plan of the company, and report to International Trading Group for approval;(9) Review annual final financial settlement plan of the company, and report to International Trading Group for approval;(10) Review profit distribution plans and loss recovery plans of the company, and report to International Trading Group for approval;(11) Formulate the plans on capital increase or reduction, and issuance of company bonds, and report to International Trading Group for approval;(12) Draw up the establishment of the interior management organization of the company, and report to International Trading Group for approval;(13) Make basic rules and regulations of the company, and report to International Trading Group for reference;(14) In case of irresistible emergency like massive natural disasters occurred etc., the executive director executes the right of special disposal that comply with laws and regulations and interest of the company on the companys affairs, and report to International Trading Group afterwards;(15) Appoint or dismiss general manager and other senior managers according to relevant provisions; decide to appoint or dismiss financial managers and their remunerations according to nomination of board of directors of International Trading Group;(16) Execute other powers stipulated by laws and regulations and authorized by International Trading Group;Article 22 If executive director fails to perform his duties for whatever reason, he shall submit a written report to International Trading Group in advance. After the approval of International Trading Group, the designated person will replace the job. Before the designated person takes the place, the original executive director shall continue to perform his duties.Article 23 Executive director shall submit a written report on performance of duties to International Trading Group every half year. If there are other requirements from International Trading Group, executive director shall complete it.Article 24 Except specific liability, relevant provisions on the duties of executive director in this chapter are available to members of management team and other senior managers.Chapter VI General Manager and Management TeamArticle 25 The company sets up one general manager, which is taken by executive director concurrently; and several deputy general managers, who are elected by International Trading Group and appointed by executive director. According to business development, the company can set up chief engineer, chief economic manager, chief accountant and other senior management posts to associate general manger.The tenure of general manager and deputy general manager is three years. Further appointment of the same person is possible with qualified evaluation. General Manager, deputy general manager etc. are composed of management team of the company.Article 26 General manager is responsible for the company, executes the following powers:(1) Preside over the production and management affairs of the company, and organize and carry out the decision of International Trading Group;(2) Draw up the significant investment, capital operation and financing plans of the company, and submit them to executive director for consideration;(3) Draw up the strategic development programming and annual operation plans of the company, and submit them executive director for consideration;(4) Draw up the annual financial budget, final accounting, profit distribution and loss recovery plans of the company, and submit them to executive director for consideration;(5) Draw up the establishment of the interior management organization and basic managerial system of the company, and submit them to executive director for consideration;(6) Institute the specific rules and regulations of the company;(7) Draw up the system of remuneration, welfare, reward and penalty and human resource development plan, and submit them to executive director for consideration;(8) Appoint or dismiss other managerial personnel except those who should be appointed or dismissed by International Trading Group or executive director.(9) Sign legal documents such as contract and other business documents on behalf the company with the authority of executive director;(10)Perform other powers that authorized by executive director or stipulated by laws and regulations.Article 27 When general manager executes his powers, he should strictly abide by the state laws and regulations, and should not execute his powers beyond the authorized range.Article 28 The company set up general manger office meeting system. The general manger office meeting is divided into regular meeting and interim meeting. The regular meeting shall not be less than once every month. Chapter VII SupervisorArticle 29 The company does not set up board of supervisors, but one supervisor who is appointed by International Trading Group according to relevant procedure. Senior managers such as executive director, general manager, deputy general manager and financial manager can not take the post of supervisor concurrently. The tenure of supervisor is three years. Article 30 The supervisor executes the following powers: (1) Examine the financial standing of the company;(2) Supervise the performance of executive director and senior managers and make suggestions of dismissal of the directors and senior managers should there be anything against the laws, administrative laws and the articles of association or the resolutions of contributors.(3) Demand a rectification by directors and senior managers if the performance of the executive director or senior managers is against the interest of the company;(4) File a lawsuit against directors and senior managers according to relevant provisions of Company Law.(5) Execute other powers provided by laws and regulations, Provincial and Municipal Governments and the Company.Article 31 Supervisor shall submit a written report on performance of duties to International Trading Group every half year. If there are other requirements from International Trading Group, supervisor shall complete it.Article 32 If supervisor fails to perform his duties for whatever reason, he shall submit a written report to International Trading Group in advance. After the approval of International Trading Group, the designated person will replace the job.Article 33 Expenses such as office and special examination required by supervisor to execute his powers, shall be included in the annual financial budget of the company and executed according to relevant financial provisions.Article 34 Expenses such as office and special examination required by supervisor to execute his powers shall be included in annual financial budget of the company and borne by the company.Article 35 Supervisor can make investigation if he finds that the operation of the company is abnormal. If necessary, he can employ intermediary agency, which shall be confirmed according to relevant procedure, to assist his work, and the expenses shall be included in financial budget of the company and borne by the company.Chapter VIII Finance, Accountant, Audit, Profit Distribution and Labor Employment SystemArticle 36 The company establishes finance and accounting system according to relevant provisions provided by laws and regulations and financial department. The finance and accounting work of company shall accept the supervision and guidance of International Trading Group or other authorized institutions.Article