驻外公司公司章程

1、XXX COMPANYARTICLES OF ASSOCIATIONARTICLE 1Gen eral Prin ciples1. These Articles of Associati on of XXX Co., Ltd. (here in after called the “ Compa ny") jointly established by ? *Brewery Group Co., Ltd. and * Investment Development Co.,Ltd. Have approved the following articles of association in

2、 accordance with articles of the commercial code of the coun try, Tanzania2. In the eve nt that the terms and con diti ons of these articles of associati on con flict with any law, regulati on or rule, the Applicable Laws shall prevail.ARTICLE 2FORM OF THE COMPANYThe Company is a legal entity, with

3、a limited liability company in accordance with the applicable Laws of the coun tiy?ARTICIE 3CAPITAL OF THE COMPANY1.2. The shareholders of the compa ny may in crease the capital of Hie compa ny by issu ing new shares or by increasing the par value of existing shares or by capitalizing annual profit

4、of the compa ny provided releva nt aiHhority approval is obta ined Should any part ner elect not to subscribe or con tribute to a registered capital in crease, the subscripti on rights of said part ners shall be assig ned to the others.3. Any in crease or reducti on of capital shall be duly recorded

5、 in the register books of the compa ny and shall be publicized in accorda nee with Article of the commercial codeARTICLE 4MAJORITY AND QUORUDUMThe majority and quorum of the general meeting of Shareholders shall be as provided in Articles of the commercial code of the coun try.ARTICLE 5The Compa ny&

6、#39;s Orga ni zati onal Stmcture? its Establishme nt and Power, andProcedures1. The shareholders meeting of the Company shall be composed of all the shareholders. The shareholders* meeting shall be the organ of authority of the Company and shall exercise the follow ing fun cti ons and powers: to dec

7、ide on the bus in ess policies and in vestme nt pla ns of the Compa ny;(2) to elect and replace the executive director and the supervisor, and to decide on matters concerning the remun erati on of the executive director and the supervisor;(3) to review and approve reports of the executive director;(

8、4) to review and approve reports of the supervisor;(5) to review and approve the Companys proposed annual financial budgets and final acco un ts;(6) to review and approve the Company's profit distribution plans and plans for making up losses;(7) to pass resoluti ons on the in crease or reducti o

9、n of the Compa ny s registered capital;(8) to pass resoluti ons on the issua nee of corporate bon ds;(9) to pass resolutions on matters such as the merger, division, dissolutionjiquidation or cha nge of the corporate form of the Compa ny;(10) to amend the articles of association of the Company;(11)

10、Other powers2. The first shareholders1 meeting shall be convened by, and presided over by the shareholder who made the largest capital contribution3. Shareholders shall exercise their voting rights at shareholders* meetings in proportion to their respective shares of capital contribution?s4. Shareho

11、lders* meetings may either be regular meetings or extraordinary meetings. If a shareholders5 meeting of any fomi is to be convened, all shareholders shall be notified in writing 15 calendar days before the meeting is hel?dRegular meetings shall be convened as determined by the executive director. An

12、 extraordinary meeting shall be convened if it is proposed by shareholdersrepresenting one-tenth or more of the voting rights, or by the executive director or the supervisor.5. Shareholders* meetings shall be convened and presided over by the executive director. Where the executive director is unabl

13、e to perform, or fails to perform his or her duties to convene a shareholders* meeting, the shareholders* meeting shall be convened and presided over by the supervisor. Where the supervisor fails to convene and preside over such shareholders1 meeting, shareholders representing one-tenth or more of t

14、he voting rights are en titled to in depe nden tly convene and preside over a shareholder八 meet ing6. Any resolution of any type of shareholders* meeting relating to the amendment of the articles of association, an increase or reduction of the registered capital of the Company, or any merger, divisi

15、on, dissolution or change of corporate form in relation to the Company as well as the appointment or change of the executive director requires the affirmative votes by shareholders representing two-thirds of the voting rights.7. The board of directors include five person, who are elected by sharehol

16、der?s The term of the executive director shall be no more than 3 years. An executive director may serve consecutive terms upon expiration of his term if re-appointed?The board of directors has a chairman, who is elected by board meeting& The executive director shall exercise the following functi

17、ons and powers:(1) be responsible for convening shareholders* meetings and presenting reports to the shareholders' meeting;(2) implement resolutions issued by the shareholders* meeting;(3) consider and determine the company*s business plans and investment plans;(4) prepare annual financial budge

18、t plans and final accounting plans in relation to the company;(5) prepare profit distribution plans for the company and plans for making up any losses suffered by the company;(6) prepare plans for increasing or reducing the company's registered capital and for issuance of corporate bonds;(7) for

19、mulate plans for mergers, divisions, changes of corporate form or dissolution in relation to the company;(8) determine the company*s internal management stnjcture;(9) determine the appointment or removal of the Company s general manager as well as the remuneration of the general manager, and upon th

20、e general managers recommendation, determine the appointment or removal of deputy general manager(s), the officer in charge of finance of the Company and their remuneration;(10) establish the basic management regulations;(11) Other responsibilities9. The meeting of a board of directors shall be conv

21、ened and presided over by the chairman of the board; If the chairman is unable to or does not perform his duties, his duties shall be performed by a director designated jointly by more than half of the directors?10. In the voting on a resolution of the Board of Directors, one person shall have one v

22、ote.11. The company shall have a general manager with a term of three years, who shall be appointed or removed by the executive director. The general manager shall be responsible to the executive director. The general manager shall exercise the following functions and powers:(1) be in charge of the

23、management of the company's operational activities, and organize the implementation of the executive directors resolutions;(2) organize Hie implementation of annual business plans and investment plans in relation to the company;(3) prepare the plan for the conipan/s internal management structure

24、;(4) prepare the basic management system for the Company;(5) formulate specific internal rules and regulations for the Company;(6) propose the appointment or removal of the deputy general manager(s) and the officer in charge of finance of the Company;(7) determine the appointment and removal of Comp

25、any s managementpersonnel other than those whose appointment or removal shall be determined by the executive director;(8) other powers delegated by the executive director.The general manager shall be present at board meetings.12. A company with limited liability shall have a board of supervisors, wh

26、ich composes of three members. The board of supervisors shall have one chairman who is to be elected by more than half of all the supervisors.The term of office of the supervisor shall be three years? The supervisor may serve consecutive terms upon expiration of his term if re-elected.13. The superv

27、isor of the Company shall exercise the following functions and powers:(1) examine the Company*s financial affairs;(2) monitor the acts of the executive director and senior management personnel when carrying out their duties in relation to the Company, and make proposals to remove from their position

28、s the executive director or senior managementpersonnel who violate laws, administrative regulations, the articles of association of the Company or resolutions of the shareholders1 meeting;(3) require the executive director or senior management personnel to rectify their conduct when any of their act

29、ions damage the interests of the Company;(4) propose the extraordinary shareholders1 meetings, convening and presiding overshareholders meeti ngs whe n the executive director fails to perform his duty to convene and preside over shareholders* meet ings as prescribed in this articles of associati on;

30、(5) put forward proposals to shareholdergmeetings.(6) Other powersDirectors may atte nd meeti ngs of the board of directors14. The board of supervisors shall hold meetings at least once a yfeaThe supervisors may propose to hold temporary meeti ngs of the board of supe n iso?s15. The resolution of th

31、e board of supervisors shall be adopted by half or more of the supervisors?16. The executive director shall serve as the legal representative of the Company elected by the shareholders for a term of three (3) years And if re-appo in ted upon expirati on of his term of office, an executive director m

32、ay serve con secutive terms as legal represe ntativeARTICLE 6Shareholders other matters deemed necessary b、1. The shareholders of the Company may freely transfer all or part of their equity interests.2. Where a shareholder intends to transfer the equity to a non-shareholder, it shall be agreed upon

33、by more than half of the other shareholders. Where a shareholder transfers its equity interests, it shall notify the other shareholders in writing of the transfer of such equity interests. If the Non-Disposing Party fails to respond in writing to the Notice within such thirty (30)-day period, the No

34、n-Dispos ing Party shall be deemed to have consen ted to the transfer. Where half or more of the other shareholdersdo not give their consent to the transfer, they shall buy such equity; the Non-purchasing Party shall be deemed to have consen ted to the tran sfer.ARTICLE 7The Term oF Compan、1. The te

35、rm of the Compa ny shall be X years, stari ng from the bus in ess lice nse issua nee date.2. The extension of the term of the Company shall require the amendment of these articles of association which shall be approved by the affirmative votes of shareholders representing two-thiids of the voting ri

36、ghts in the shareholdersmeeting.ARTICLE 8Tennin ati on, Dissoluti on and Liquidati on1 ? These articles of associati on shall term in ate upon expirati on of the term, uni ess exte nded by the shareholders* meeti ng pursua nt to the provisi on above2.The shareholders* meeti ng shall have the right to pass a resoluti on to term in ate and liquidate the Compa ny. Shareholders holdi ng at lea