中国有限公司章程_英文

中国有限公司章程_英文 XXXXXXXX Co., Ltd. Articles of Association For the purpose of adapting to the requirements of socialist market economy and developing productivity, the Articles of Association is made and reentered in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail. Chapter One Name and Address of the Company Article 1: The Company’s name: XXXXXXXX Co., Ltd. (hereinafter referred to as the Company) Article 2: The Company’s address: Post Place of Guozhuang Town, Pingdu City Chapter Two Scope of Business Article 3: The scope of business: production and processing of salted vegetables, fresh vegetables, pepper and other agricultural products (sanitation license shall be valid before April 29, 2013); import and export of goods. Chapter Three Registered Capital Article 4: The Company’s registered capital is RMB 7.8 million Yuan. Where the Company is to increase or decrease the registered capital, shareholders representing 2/3 or more of the voting rights must approve and adopt the resolution. In increasing the registered capital, the shareholders shall subscribe the additional capital investment, which shall be subject to the relevant regulations on capital contribution for establishment of a limited Company. In reducing the registered capital, the Company shall inform the creditors within 10 days and publish at newspapers within 30 days after the resolution is made. Within 30 days upon receipt of the notice, the creditor who fails to receive the notice, is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through the procedures for registration of change at the Company registration organ if applicable. Chapter Four Names of Shareholders, Forms and Amount of Investment Article 5: The names of shareholders, forms and amount of investment of shareholders are as follows: Lu Ruihong: amount of investment: RMB 1,656,759.64 Yuan, accounting for 21.24% of the registered capital, in the form of money, with the investment fully funded before Aug. 24, 2000. Song Lixian: amount of investment: RMB 6,143,240.36 Yuan, accounting for 78.76% of the registered capital, in the form of money, with the investment fully funded before May 14, 2011. Article 6: All shareholders shall be issued Capital Contribution Certificate after the Company was established. Chapter Five Shareholders’ Rights and Obligations Article 7: Shareholders’ rights (1) Attending or authorizing representatives to attend board of shareholders and exercising voting power according to their contribution proportions; (2) Being aware of the Company’s operation and financial status; (3) Voting and being voted to be executive directors or supervisors; (4) Acquiring and transferring dividends according to laws, regulations and Articles of Association; (5) Preempting the contributions that other shareholders have transferred; (6) Preempting the newly-added registered capital of the Company according to their contribution proportions; (7) After termination of the Company, acquiring the residual assets of the Company according to laws; (8) Reading the minutes of shareholders’ meeting and financial reports of the Company. Article 8: Shareholders’ obligations: 1. Abiding by Articles of Association; 2. Paying the capital contributions they subscribed to on time; 3. Bearing debts of the Company on the basis of capital contributions they subscribed to; 4. Shall not withdraw the capital contribution after the Company is registered. Chapter Six Conditions for Transferring Capital Contribution Article 9: The shareholders have the right to transfer all or part of the capital contributions to each other. Article 10: Transferring capital contribution of shareholders shall be negotiated by board of shareholders. If it is transferred to non-shareholders, it must be approved by majority of all shareholders. The shareholders inform other shareholders in written form for approval on the equity transfer, and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more than half of the shareholders don’t approve such transfer, they must purchase part of the transferred capital contribution. Otherwise, it is regarded to consent to such transfer. Article 11: The Company should record the name, address and capital contribution of assignee into shareholders list after the shareholder transferred their contribution. Chapter Seven Organizations of the Company and its Formation, their Functions and Rules of Procedure Article 12: The shareholders’ meeting of the Company shall comprise all the shareholders; it shall be the top authority of the Company and exercise the following authorities: 1. Determining the Company’s operation guidelines and investment plans; 2. Electing and changing the director and supervisor not assumed by the employee’s representative, and determining the matters concerning his remuneration; 3. Deliberating and approving the reports of executive director; 4. Deliberating and approving the reports of supervisor; 5. Deliberating and approving annual financial budget plans and final account plans of the Company; 6. Deliberating and approving profit distribution plans and loss recovery plans of the Company; 7. Making resolutions on the increase or decrease of the Company’s registered capital; 8. Making resolutions on the issuance of bonds of the Company; 9. Making resolutions on the merger, split-up, change of Company form, dissolution and liquidation etc; 10. Revising the Articles of Association of the Company. If the shareholders are unanimous on the matters shown above in written form, the shareholders may make a resolution directly without holding the shareholder’s meeting, and all the shareholders shall sign and fix the seal on the resolution. Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions. Article 14: The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their contribution proportion respectively. Article 15: The shareholders’ meetings shall be classified into regular meetings and temporary meetings. All shareholders shall be notified 15 days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or ore of the voting rights can propose to hold a temporary meeting. m Article 16: The Company shall not establish the board of directors and the shareholders’ meeting shall be convened and presided over by the executive directors. If the executive director is unable to perform his duties, the supervisor of the Company may convene and preside over such meetings; if the supervisor is unable to perform his duties, the shareholder representing 1/10 or more of the voting rights can propose to hold the shareholders’ meeting at his discretion. Article 17: Shareholders’ meeting shall make a resolution to the concerned matters, which shall be adopted by the shareholders representing 2/3 or more of the voting rights, while the resolution made at a shareholders’ meeting on increasing or reducing the registered capital, merger, split-up, dissolution or change of the Company form or amending the Articles of Association shall be adopted by the shareholders representing 2/3 or more of the voting rights. The board of shareholders shall make the meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meeting minutes. Article 18: The Company sets one executive director, which shall be elected by the shareholders’ meeting. The executive directors’ term of office shall be 3 years. The executive director may, after the expiry of his term of office, hold a consecutive term upon re-election. The executive director shall exercise the following authorities: 1. Convening shareholders’ meeting and reporting the status on work thereto; 2. Carrying out the resolutions made at the shareholders’ meetings; 3. Determining the operation plans and investment plans of the Company; 4. Working out the annual financial budget plans and final account plans of the Company; 5. Working out the profit distribution plans and loss recovery plans of the Company; 6. Working out the plans on the increase or decrease of registered capital, and issuance of bonds of the Company; 7. Drawing out the plans on merger, split-up, dissolution, change of the Company form, and etc. of the Company; 8. Making decisions on the establishment of the internal management departments of the Company; 9. Making decisions on nomination and election of manager of the Company, and, according to the nomination of the manager, deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remunerations; 10. Drafting the Company’s basic management system; 11. Other duties as specified in Articles of Association. Article 19: The Company sets one manager who shall be appointed or dismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the following authorities: 1. Taking charge of the management of the production and business operations of the Company; 2. Organizing the execution of the Company’s annual operational plans and investment plans; 3. Drafting plans on the establishment of the Company’s internal management departments; 4. Drafting the Company’s basic management system; 5. Formulating the Company’s concrete bylaws; 6. Proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance; 7. Determining to hire or dismiss the persons-in-charge other than those who shall be decided by the executive director; The manager attends the shareholders’ meetings as a non-voting delegate. Article 20: The Company sets one supervisor who shall be elected by board of shareholders. The term of office of the supervisor shall be three years, and the supervisor may, after the expiry of his term of office, hold a consecutive term upon re-election. Article 21: The supervisor shall exercise the following authorities: 1. Checking the financial affairs of the Company; 2. Supervising the duty-related acts of executive directors and managing officers who violate any law, regulation, the Articles of Association of the Company; 3. Demanding any executive directors and managing officers to make corrections if his act has injured the interests of the Company; 4. Proposing to convene the temporary shareholders’ meeting and convening and presiding over the shareholder’s meeting when the executive director fails to convene and preside over the shareholder’s meeting. 5. Bringing a lawsuit against the executive directors and managing officers. The supervisor attends the shareholders’ meeting as a non-voting delegate. Article 22: The executive director and managing officers of the Company shall not act as the supervisor at the same time. Chapter Eight Legal Representative of the Company Article 23: The executive director is the legal representative of the Company. The executive director’s term of office shall be no more than 3 years. The executive director shall be elected and dismissed by the board of shareholders, and who may, after the expiry of his term of office, hold a consecutive term upon re-election. Article 24: The legal representative shall exercise the following authorities: 1. Convening and carrying out the board resolutions, and reporting the status on work to board of shareholders; 2. Carrying out the resolutions made at the shareholders’ meetings and board meetings; 3. Signing relevant documents on behalf of the Company; 4. Nomination of the manager of the Company, who shall be employed and dismissed by the executive director. Chapter Nine Financial and Accounting, Profit Distribution and Labor Servant Systems Article 25: The Company shall establish the financial and accounting systems of the Company in accordance with the relevant laws, administrative regulations and provisions enacted by the financial control authorities under the State Council, prepare financial statements at a fiscal year ends, and submit to each shareholder before Mar. 31 on the next year. Article 26: Profit distribution of the Company shall be subject to Company Law and relevant laws and regulations and provisions enacted by the financial control authorities under the State Council. Article 27: Labor and employment system shall be subject to relevant national laws, regulations and provisions enacted by ministry of labor under the State Council. Chapter Ten Causes of Dissolution and Liquidation Method Article 28: The operation period of the Company is valid till March 30, 2050. Article 29: The Company should be dissolved in case of any of the following circumstances: 1. The term of business operation as stipulated by the Articles of Association expires or any of the matters for dissolution as stipulated in the Articles of Association of the Company appears; 2. The shareholders’ meeting decides to dissolve it; 3. It is necessary to be dissolved due to merger or split-up of the Company; 4. It is ordered to close down by related administrative organs due to the violation of national laws and administrative regulations; 5. The Company is unable to operate due to force majeure; 6. The Company is declared bankrupt. Article 30: When the Company is dissolved, a liquidation group shall be formed according to Company Law. After liquidation of the Company is completed, the liquidation group shall formulate a liquidation report, which shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Company registration authority for writing off the registration of the Company, then declare the cancellation of the Company. Chapter Eleven Other Matters to be Stipulated Shareholder Considers Necessary Article 31: The Company may amend the Articles of Association based on demand or matters concerned the registration alteration, the amended articles of association shall not be in contradiction with the laws and regulations, the amendment to the articles of association shall be adopted by all shareholders of the Company by voting. The amended articles of association shall be submitted to former Company registration authority and make relevant alteration registration for registration authority, if any. Article 32: The articles of association shall be interpreted by board of shareholders. Article 33: Registered particulars of the Company shall be subject to confirmation of Company registration authority. Article 34: This Article of Association is established by all investors and shall become effective since the date of establishment of the Company. Article 35: This Article of Association is made in four origin copies, each shareholder keeps one, the Company keeps one, and one for Company registration authority. Signatures of all shareholders: Date