公司章程英文版讲课教案_1804

1、精品文档公司章程英文版Articles of AssociationOfChongqing, ChinaDate: , 2005Table of ContentsArticle 1 - Name of Company. 3Article 2 - Name of Investor 3Article 3- The Company. 3Article 4- Purpose and Scope of Business of the Company. 4Article 5- Total Amount of Investment and Registered Capital 5Article 6- Enc

2、umbrance of Investment 6Article 7- Board of Directors. 6Article 8- Management Organisation. 9Article 9- Labour Management 11Article 10 -Trade Union. 13Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13Article 12 -Bank Accounts and Foreign Exchange. 14Article 13 -Term. 15Article 14 -E

3、arly Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article 17 - Rules and Regulations. 18Article 18 -Miscellaneous. 19The present articles are hereby formulated by.(hereinafter referred to as the“Investor” ) in accoEnterprisesand other applicable Chinese laws and regulations, f

4、or the establishment of the wholly foreign-owneArticle 1 - Name of CompanyName of the Company in English:精品文档精品文档Name of the Company in Chinese:Legal Address:Legal Representative:Position:Nationality:Article 2 - Name of InvestorName of the Investor in English:.Legal Address:Legal Representative:Posi

5、tion:Nationality:Article 3- The Company3.1Legal PersonThe Companyshallbe a legalperson under the laws of the PRCsubjectto the protectionand jurisdictionof PRClaw.3.2Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC.The liability of the Investor forbe

6、 limited to the registered capital of the Company.3.3Date of EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business Lice3.4BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approv

7、al of the Band any other governmental agencies whose approval may be required by law with respect to the matters herein (“Article 4- Purpose and Scope of B4.1Purpose精品文档精品文档The purpose of the Companyshall be to strengthen economic cooperation and technical exchange, to improve and promote technologi

8、es and scientific management methods and to bring satisfactory economic benefits to the investor.4.2Business Scope(The business scope mentioned above shall be subject to the approval of the related industrial and commercial aArticle 5- Total Amount of Invest5.1Total Amount of InvestmentThe total amo

9、unt of investment of the Company shall be.5.2Registered CapitalThe registered capital of the Company shall be.5.3Contribution to Registered CapitalInvestor s contribution to the registered capital of the Company shall bein cash.The register(15%) of the total amount of the registered capital shall be

10、 paid by the Investor within three (3) months after ththree (3) years after the Date of Establishment according to relevant Chinese laws and regulations.5.4Investment CertificatesThe Company shall retain at its expense a certified public accountant registered in China to verify the capital c then is

11、sue an investment certificate to the Investor evidencing the contribution by the Investor on the basis o5.5Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of the Company may, pursuant to the the Company

12、 through loans from domestic and/or foreign financial institutions.5.6Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Company shall be approved by a una at a duly convened meeting of the Board and submitted, i

13、f required by law, to the Examination and Approval Authori in the registered capital and/or total amount of investment with the original department of administration of i精品文档精品文档Article 6- Encumbrance of InvestmThe Investor shall have the right to assign, sell or otherwise dispose of all or any part

14、 of its registered capit out procedure to change registration with the original registration body.Article 7- Board of Directors7.1Formation of Board(a)The date of issuance of the Companys Business License shall be the date of the establishment(b)The Board of Directors shall be composed of three (3)

15、Directors who shall be all appointed by thshall be eligible for consecutive terms of office upon reappointment by the Investor.Any vacancy created in tany time remove with or without cause any Director and appoint in lieu thereof any other person to serve the remboard from among the Directors.(c)Sub

16、ject to Article 15, the chairman of the Board shall be the legal representative of the Companchairman is unable or fails to discharge his duties,the Director having served the longest on the Board shal7.2Powers of Board(a)The Board of Directors shall be the highest authority of the Company and shall

17、 have the right t(b)Resolutions involving the following matters shall be adopted only by the unanimous affirmative vomeeting:(i)amendment of the Articles of Association;(ii)increase or assignment of registered capital or the total amount of investment;(iii)merger of the Company with any other econom

18、ic organisation; and(iv)termination,dissolutionor liquidationof the Company, or filingfor debtor relief or other relatlaws or regulations.(c)Resolutions involving the following matters shall be subject to and adopted by the simple majoritconvened Board meeting:(i)issuance of any guarantees for the p

19、ayment obligations of any person or entity or the making(ii)mortgage, pledge or granting of a security interest or other types of liens in any building, off精品文档精品文档is more than RMB 1 million;(iii)loan and/or borrowing, the amount of which is more than RMB 1 million;(iv)rental agreements, the amount

20、of which is more than RMB 1 million;(v)investment and/or disposal of tangible and intangible assets, the amount of which(vi)addition of items to or change of the scope of business of the Company;(vii) establishment of branch offices and/or subsidiaries;(viii) change of the legal address of the Compa

21、ny;(ix)distribution and payment of the Companys profits;(x)appointment, suspension and dismissal of the general manager, deputy general manager and chief(xi)approval of remuneration and benefits of the general manager, deputy general manager and chief f(xii) approval of equity investment with the am

22、ount more than RMB 1 million by the Company ;(xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the ent(xiv) approval of the annual business plan and annual budget of the Company;(xv)approval of the annual auditing report of the Company; and(xvi) othe

23、r matters the Board considers subject to its approval.7.3Meetings(a)The first Board meeting shall be held within sixty (60) days from the date of the issuance of t(b)The Board shall meet at least once a year.of the Directors shall constitute a quorum for any Board meeting.unless otherwise notified b

24、y the chairman.Board meetings shall be held at the legal address oIf at any properly convened meeting, no quor(c)The chairman of the Board shall set the agenda of Board meetings and shall be responsible for c(d)The chairman of the Board shall call an interim meeting of the Board under a request ther

25、efor froDirectors in writing the agenda and subject of the meeting.(e)The chairman of the Board shall send written notice to all Directors at least fourteen (14) days pthe agenda, time and place of the meeting.Such notice may, however, be waived by the unanimous consent of allwaived by the Directors

26、, a Board meeting shall be convened no less than fourteen (14) days and no more than twenty精品文档精品文档and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in(f)Should a Director be unable to attend a Board meeting for any reason, he may appoint a p

27、roxy ion his behalf.A proxy may represent one or more Directors.A proxy shall have the same rights and powers a(g)Board resolutions may also be passed through a written circular vote via mail or facsimile exchangthe same force and effect as a vote taken by the Directors physically present at a meeti

28、ng.(h)Board meetings may also be held by telephone or other electronic audio means such that everyone cby such means shall constitute presence of such Director or his proxy in person at a meeting.(i)Directorsshall serveas Directorswithoutremunerationunless otherwiseapproved by the Board.incurred by

29、any Director orhis proxy forattendinga Board meeting and forperformance ofduties assigned by the Bounrelated to Company business shall not be borne by the Company.If a Director also assumes a position as a mato that position.(j)Each Director shall have one vote.7.4SecretaryMinutes of Board meetings

30、shall be signed by the chairman at the next meeting of Directors after having beenpresent at the prior meeting in person, by telephone or by proxy.In order to facilitate the smooth conduct ofchairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting.The duties of the

31、translation of documents, and delivering documents relating to the meeting to the Directors.Minutes of Board meon file at the Companys head office.Article 8- Management Organizatio8.1Management Organisation(a)TheBoard ofDirectors of theCompany shall establish a management organisation,which shall be

32、 resand management of the Company.Unless otherwise decided by the Board, the operation and management organisationofficer (collectively, the“ Senior Corporate Officers”).(b)The appointment of the Senior Corporate Officers and their remuneration and benefits shall be apin person, by telephone or by p

33、roxy.(c)The term of office for the Senior Corporate Officers shall be four years, which terms may be re(d)If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is remov(e)The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding anyw

34、ithout prejudice to the Senior Corporate Officers compensation for termination (if any).精品文档精品文档(f)The chairman of the Board of Directors and other Directors may concurrently serve as a Senior8.2Responsibilities and Powers of Senior Corporate Officers(a)The Board ofDirectors shallhave thepower by ma

35、jority decisionto determine, qualify, and changeSenior Corporate Officers shall implement the decisions of the Board of Directors without any condition.(b)Subject to any qualifications and limitations as may be set by the Board from time to time, the gethe deputy general manager shall, under the lea

36、dership of the general manager, assist the general manager in the dathe leadership of the general manager, be responsible for the financial and accounting matters of the Company.(c)The general manager shall prepare the annual business plan and budget for each year for Board apyear s business plan an

37、dbudget to the Board for approval no later than two months prior to the commencement o8.3Non-competition(a)No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of,conducted by such person, company, entity, unit or organisation which may, directly or indirectly,

38、 conflict or cfor the purposes of these Articles“ Investor Group” means the group constituted by the Investor, its subsidia(b)All other management personnel of the Company shall be forbidden from concurrently serving for orby the general manager and approved or ratified by the Board.Any personnel in

39、 violation of such prohibition shaotherwise.8.4DismissalAny Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in c acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, orDirectors withou

40、t any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. A dismissed by the general manager.Article 9- Labour Management9.1Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreign investment enterprises and shall ha employment

41、, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insur PRC laws.9.2Labour ContractThe Company shall conclude individual employment contracts with staff and workers directly.The Company shall精品文档精品文档9.3Labour PlanThe labour plan, including the number

42、of employees of the Company and the job descriptions, shall be prepared anstrictly observe the rules and regulations of the Company. The Company shall recruit and employ only such numb number of employees of the Company, due to such factors as expansion or reduction of business or increased or d9.4L

43、abour and Personnel Policies(a)Matters such as employment, dismissal, resignation, wages, insurance, welfare benefits, reward anfor copyright protection, patent protection and other rights regarding inventions and works of authorship in theand personnel policies of the Company and the labour contrac

44、ts between the Company and the employees.(b)The initial labour and personnel policies of the Company shall be prepared by the general managerregulations of China.(c)The general manager shall implement hiring policies whereby all PRC employees of the Company shalqualifications.In this regard, upon th

45、e receipt of necessary approvals, the Company may hire qualified perso(d)The Company shall sign non-competition and confidentiality agreements with its employees in acc9.5Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to t

46、he degr otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contractArticle 10 -Trade UnionThe staff and workers ofthe Company may establisha tradeunionin accordance withthe Law of the People s Republicof the trade union shallbe conducted after norm

47、alworkinghours,shall not interferewith the normal operations of thby the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wages receunion s use in accordance with applicable laws of the PRC on the management of trade union funds.Article 11 - Taxes, Fina

48、nce, Audit and Dis11.1Taxes(a)The Company shall pay taxes in accordance with relevant PRC laws and regulations.The Company(b)The Company shall apply for all reductions of or exemptions from relevant taxes, duties and otheenterprises such as the Company or for the Investor under any laws and regulati

49、ons of the PRC.精品文档精品文档11.2Finances(a)The financial and accounting affairs of the Company shall be handled consistently with the financForeign Investment Enterprise AccountingSystem of the PRCand FinancialAdministration Rules ofForeign InvestmenCompany shall pay all taxation according to relevant la

50、ws and regulations of the PRC.(b)The fiscal year of the Company shall start on January 1 of each calendar year and end on Decembethe year of termination or expiration and end on the date of termination or expiration of the Company.(c)The Company shall adopt the internationally recognized accrual bas

51、is and debit and credit accountbe preparedand kept bothin Chinese and, if necessary,Korean as well.The Company shalluse Renminbi asthe basreports shallbe approvedand jointlysigned by the general manager and thechieffinancialofficer and shallbe prepafor formulating the accounting and administrative m

52、easures regarding the Companys financial affairs, which sh11.3AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by thefollowing the end of each fiscal year. The annual audit report issued by such firm shall be submitted to the B auditor an

53、d provide convenience for the auditing.11.4Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to bbonus and welfare fund to be set up in accordance with PRClaws and regulations.The annual allocationstoand prshall be determined by the Board in light of the business and financial conditions of the Company.11.5Distribution of Profits(a) The Board of Directors may distribute the profits of the C