公司章程英文版

1、公司章程英文版Articles of AssociationOfChongqing, ChinaDate: , 2005Table of ContentsArticle2-Name of Investor 3Article3-The Company. 3Article4-Purpose and Scope of Business of the Company. 4Article5-Total Amount of Investment and RegisteredCapitalArticle6-Encumbrance of Investment 6Article7-Board of Direct

2、ors. 6Article8-Management Organisation. 9Article9-Labour Management 11Article10-Trade Union. 13Article11- Taxes, Finance, Audit and Distributionof ProfitsArticle12-Bank Accounts and Foreign Exchange. 14Article13-Term. 15Article14-Early Termination. 16Article15-Liquidation. 17Article16- Insurance. 18

3、Article17- Rules and Regulations. 18Article18-Miscellaneous. 19Article 1 - Name of Company. 3513onThe present articles are hereby formulated by . (hereinafter referred to as the “Investor ”) in accordance with the Law of the Peoples Republic of China ( “PRC”) Wholly Foreign-Owned Enterprises and oth

4、er applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Compan”y ) in Chongqing, PRC.Article 1 - Nameof CompanyNameof the Company in English:Nameof the Company in Chinese:Legal Address:Legal Representative:Position:Nationality:Article 2 - Nameof

5、 InvestorNameof the Investor in English:Legal Address:Legal Representative:Position:Nationality:Article 3- The Company3.1 Legal PersonThe Companyshall be a legal person under the laws of the PRCsubject to the protectionand jurisdictionof PRClaw. All of the activitiesof theCompanyshallcomply withappl

6、icable PRC laws and regulations.3.2LimitedLiabilityCompanyThe Companyshallbe a limited liabilitycompanyunder thelaws of thePRC. Theliabilityof theInvestor for the losses,risks,liabilitiesand any other obligationswhatsoever of theCompanyshall be limitedto theregisteredcapital ofthe Company3.3 Date of

7、 EstablishmentThe date of the establishment of the Companyshall be the date on which the Company is issued its Business License.3.4BranchesThe Companymay establish branch offices and subsidiaries anywhere in the PRCand abroad upon the approval of the Board of Directors and the Chongqing Foreign Trad

8、e and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein ( aExamination and Approval Authority ”).Article 4- Purpose and ScopeofBusin ess of theCompa ny4.1 PurposeThe purpose of the Companyshall be to stre

9、ngtheneconomic cooperation and technicalexchange, to improve and promote retailservices in Chongqing and other cities in Chinaby adopting advanced and appropriate technologiesand scientificmanagement methods andto bring satisfactory economic benefits to the investor.4.2Business Scope(The business sc

10、ope mentioned above shall be subject to the approval of the related industrial and commercial authority.)Article 5- Total AmountofInvestment and Registered Capital5.1 Total Amount of InvestmentThe total amount of investment of the Companyshall be.5.2 Registered Capital5.3The registered capital of th

11、e Companyshall be .Contribution to Registered CapitalInvestor s contribution to the registered capital of the Companyshall beincash. The registered capital of the Companyshall be paid by the Investorininstalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by t

12、he Investor within three (3) months after the Date of Establishment.Thebalance of the registered capital shall be fully paid with three (3) years aftertheDate of Establishment according to relevant Chinese laws and regulations.5.4 Investment CertificatesThe Companyshall retain at its expensea certif

13、ied public accountant registeredinChina to verify thecapital contributionby the Investor and issue a capitalverification report.The Companyshallthen issue an investment certificate totheInvestor evidencingthe contribution bythe Investor on the basis of such report.5.5Differences between Total Amount

14、 of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of the Companymay, pursuant to the decision of the Board in accordance with the business needs of the Company, be raised by the Companythrough loans from domestic and/or foreign financia

15、l institutions.5.6Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capitaland/or total amount of investment in the Companyshall be approved by a unanimous voteof all of theBoard of Directors present inperson, by telephone or by proxy at adulyconvenedmeeting o

16、f the Board and submitted,if required by law, to the Examination receipt of such approval, the CompanyshallandApprovalregisterAuthority for approval. Uponthe changes in the registeredoriginal department of administrationcapital and/or total amount of investment with the of industry and commerce.Arti

17、cle 6- EncumbranceofIn vestme ntThe Investorshall have the rightto assign, sell or otherwise dispose of all or anypart of itsregistered capital inthe Company upon the unanimous approval of the Boardof Directorsand the carrying outprocedure to change registration with the originalregistration body.re

18、moved Director s term. The Investorwillappointthechairman oftheboardfromamong the Directors(c)Subjectto Article 15, the chairmanoftheBoard shall bethelegalrepresentative ofthe Companyand shallhavethepower torepresentandact onbehalf ofthe Company. Whenever the chairman isunableorfailstodischargehisdu

19、ties,theany other personto serve the remainder of theCompanyand performthe Board shallrepresent theDirector having served the longest onDirector and appoint in lieu thereofArticle 7DirectorsBoard of7.1Formation of Board(a)The date of issuanceof the Company s Business License shallbe the date ofthees

20、tablishment of the Boardof Directors ( “Board” ).(b)The Board of Directorsshall be composed of three (3) Directorswho shall beallappointed by the Investor.The Directors shall each have a termofoffice of fourbyyears, and each shall be eligiblefor consecutiveterms of officeupon reappointmentthe Invest

21、or.Any vacancy createdin the Board ofDirectors shallbe immediatelyfilled by the Investor.The Investormay at any timeremove with orwithout cause anythechairman s duties.7.2Powers of Board(a)The Board of Directors shall be the highest authority of the Companyand shallhave theright to make decisions on

22、 all matters of the Company.(b)Resolutions involving the following matters shall be adopted only by theunanimousaffirmativevote of all Directors present in person, by telephone or by proxyat a dulyconvened Board meeting:(i)amendment ofthe Articlesof Association;(ii)increase orassignment ofregistered

23、 capitalor the totalamountofinvestment;(iii)merger of theCompanywithany other economic organisation;and(iv)termination,dissolutionor liquidationofthe Company,or filingfor debtorrelief orother relatedprotection by or on behalf ofthe Companyunder theChinesebankruptcy laws or analogous laws or regulati

24、ons.(c) Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) issuance of any guarantees for the payment obligations of any person or entity

25、 or the making of any other financing arrangements, the amount of which is more than RMB1 million;(ii)mortgage, pledge or grantingof a security interestor other types of liensin any building,officespace or other fixedassets or capitalequipment of the Company,the amount of whichis more than RMB1 mill

26、ion;(iii)loan and/or borrowing,the amount of which ismore than RMB1 million;(iv)rentalagreements,the amount of which is more than RMB1 million;(v) investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB1 million;(vi) addition of items to or change of the sc

27、ope of business of the Company;(vii) establishment of branch offices and/or subsidiaries;(viii) change of the legal address of the Company;(ix) distribution and payment of the Company s profits;(x)appointment, suspensionand dismissalof the generalmanager,deputygeneralmanagerand chieffinancial office

28、r,as well aseach of theirscope ofauthority;(xi)approvalof remunerationand benefitsof the generalmanager,deputygeneralmanagerand chieffinancial officerunder Article8.1(b);(xii)approvalof equity investment with theamount more than RMB1millionby theCompany;(xiii)contribution,use or expenditureof thegen

29、eral reserve fund,the bonus andwelfarefund andtheenterpriseexpansionfund tobe establishedunderPRClaw;(xiv)approvalofthe annualbusinessplan andannual budget oftheCompany;(xv)approvalofthe annual auditingreport of the Company; and(xvi) other matters the Board considers subject to its approval.(a)The f

30、irstBoard meeting shallbe held withinsixty(60) days from the date oftheissuance of theBusiness License.(b)The Boardshallmeet at leastonce a year.Boardmeetings shall be held atthelegaladdress oftheCompany unlessotherwise determinedby the Board of Directors.Two-thirdsof all oftheDirectors shallconstit

31、ute aquorumfor any Board meeting. Ifat any properlyconvened meeting, no quorum is present,then the Board shall reconvene7.3Meetingsat the same time and placeone week laterunless otherwise notifiedby the chairman.(c) ThechairmanoftheBoardshallset the agenda of Board meetings andshall beresponsible fo

32、r convening and presiding over such meetings.(d) ThechairmanoftheBoardshallcall an interim meeting of the Boardunder arequest therefor from no fewer than one Director specifying the matters to be discussed, and shall notify all Directors in writing the agenda and subject of the meeting.(e) Thechairm

33、anoftheBoardshallsend written notice to all Directorsat leastfourteen (14) days prior to any regular, seven (7) days in the case of an interim meeting to be held, stating the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all Directors prior or

34、 at the meeting in person, by telephone or by proxy.If notice is not waived by the Directors, a Boardmeeting shall be convened no less than fourteen (14) days and no more than twenty eight (28) days from the date of issuance of the notice in the case of a regularmeeting, andno less than seven (7) da

35、ys and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting.(f) Should a Director be unable to attend a Board meeting for any reason, he mayappoint a proxy in writing by mail or facsimileor hand-deliveryto be present and tovote at the meeting on h

36、is behalf. A proxy may represent one or more Directors.Aproxy shall have the same rightsand powers as the Directorwho appointed him.(g)Board resolutions may alsobe passedthrougha writtencircularvote via mailor facsimile exchange. Such writtenresolutionsshallbe filedwith theminutes of theBoard andsha

37、ll have the same forceand effectas a vote takenby the Directorsphysicallypresent at a meeting.(h)Board meetings may also beheld by telephoneor otherelectronicaudio meanssuch that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall c

38、onstitute presence of such Director or his proxy in person at a meeting.(i)Directors shall serve as Directorswithout remunerationunless otherwiseapproved by the Board. All reasonable costs, includinground-tripairplane tickets andreasonable accommodation incurred by any Director or his proxy for atte

39、nding a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company. Remuneration and other expenses of each Director unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a manager or staff employee in the

40、 Company, he shall be compensated by the Companyaccording to that position.(j)Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a m

41、ajorityof the Directorspresent at the priormeeting in person, bytelephone or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Bo

42、ard meeting. The duties of the secretary shall include taking minutes of the meeting, translatingor arranging forthe translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Dir

43、ector, and be placed on file at the Company s head office.Article-ManagementOrga ni zatio n8.1 Management Organisation(a) The Board of Directors of the Company shall establish a managementorganisation, which shall be responsible to and under the leadership of the Board and in charge of the day-to-da

44、y operation and management of the Company. Unless otherwise decided by the Board, the operation and management organisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the“Senior Corporate Officers ” ).(b)The appointment of theSenio

45、r Corporate Officersand theirremuneration andbenefitsshall be approved by amajority affirmativevoteof the Directors present at ameetingof the Board in person,by telephone or by proxy.(c)The term of office forthe Senior Corporate Officers shallbe four years,which terms may be renewed.(d)If any of the

46、 Senior Corporate Officers shall resign, retire, becomeincapacitated, or is removed from office by the Board of Directors, the Board shall appoint a replacement.(e)The Board of Directors may remove any Senior Corporate Officer at any time,notwithstanding any employment or service contract between th

47、e Company and such Senior Corporate Officer but without prejudice to the Senior Corporate Officer s compensation for termination (if any).(f)The chairman of the Board of Directors and other Directors may concurrentlyserve as a Senior Corporate Officer as well as any other officer of the Company.8.2

48、Responsibilities and Powers of Senior Corporate Officers(a)The Board of Directors shall have the power by majoritydecision to determine,qualify, and change in any way the power, responsibility and authority of the Senior Corporate Officers. The Senior Corporate Officers shall implement the decisions

49、 of the Board of Directors without any condition.(b) Subject to any qualifications and limitations as may be set by the Board fromtime to time, the general manager shall be responsible for the daily management and operation of the Company; the deputy general manager shall,under the leadership of the

50、general manager, assist the general manager in the daily management and operation of the Company; and the chief financial officershall, under the leadership of the generalmanager, be responsiblefor the financial and accounting matters of the Company.(c)The generalmanager shall prepare the annualbusi

51、ness plan and budget for eachyearforotherwise,shallBoard approval. Unless the Board shall decidesubmit each year s business plan and budget to the Board forthe general managerapproval no laterthantwomonths prior to the commencementof the fiscalyear.8.3Non-competition(a)No Senior Corporate Officers s

52、hall in any wayserve for,or act forthebenefitor interest of, any other person, company, unit,entity ororganisationorparticipatein any activities conducted by such person,company, entity, unitororganisationwhich may, directly or indirectly, conflictor compete with the interest orbusiness ofArticlesth

53、e Companyor the Investor Group in China, InvestorGroupmeans the group constitutedand for the purposes of theseby the Investor, itssubsidiaries, its holding companies, and subsidiaries of its holding companies.(b)All other management personnel of the Company shall be forbidden fromconcurrently servin

54、g for or working at any other company, unit, entity or organisation whatsoever unless authorized by the general manager and approved or ratified by the Board. Any personnel in violation of such prohibition shall be subject to immediate dismissal by the general manager unless the Board shall decide o

55、therwise.8.4DismissalAny Senior Corporate Officerwho misuses or abuses his position for personal ends,engages in graft or briberyin connection with the Company s business, acts inviolation of any Board decisionsor laws, acts in any way in competition with theCompanyas prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause