The articles of association of commerce and trade co., LTD
The articles of association of commerce and trade co., LTD
The first chapter is always
Article 1 according to the company law of the People's Republic of China (hereinafter referred to as the company law) and other relevant laws and regulations, by double joint venture, set up the China tianjin best incarnate son trade co., LTD. (hereinafter referred to as "company"), these articles of association.
Article 2 the company carry out business activities according to law, the laws and administrative regulations, the state council decided to ban, does not operate;Need to advance license project, submitted to the examination and approval authorities for approval, and after approved by the administrative department for industry and commerce registration, the party to carry out business activities;Does not belong to advance license projects, laws and regulations require special approval, have been registered with the administrative department for industry and commerce and approved by the examination and approval authority, carry out business activities;Other businesses, the company after obtaining the business license to choose its own management, to carry out business activities.
Article 3 all the clauses in the articles of association in conformity with laws, regulations and rules, the provisions of the laws, regulations and rules shall prevail.
The second chapter, company name and address
Article 4 the company name: tianjin China best incarnate son trade co., LTD
Article 5 the residence: tianjin xiqing district, tianjin Lai highway (old industrial zone
The third chapter company business scope
Article 6 the company business scope: (the business scope in the business license)
The fourth chapter company's registered capital
Article 7: the company's registered capital is 1 million yuan RMB.
Article 8 the company to increase or reduce its registered capital, must be a shareholders' and make a decision.The company reduce its registered capital, and shall make a decision within 10 days from the date the notice of the creditors, and shall publish a notice at least 3 times in a newspaper within 30 days.Company which changes its registered capital shall go through the formalities for alteration registration with registration authority in accordance with the law.
The fifth chapter the names of the shareholders (name), the mode, capital contribution
Article 9 the names of the shareholders, investment way and amount are as follows:
Shareholder's name: Lv Yiye
Id card number: 152623195901317465
The mode: currency
Amount: 1 million RMB
Article 10 shareholders commitment: with all its capital contribution by the shareholders is limited to bear the liability for the debts of the company.
Article 11 a company established after issue a capital contribution certificate to shareholders.
Chapter 6 the rights and obligations of shareholders
Article 12 the shareholders enjoy the following rights:
(a) or elected representatives to attend the shareholders' committee and according to the proportions of contribution to exercise their voting rights;
(2) to understand the company operating and financial conditions;
(3) the election (executive director) and was elected to the board members or members of the board of supervisors (supervisors);
(4) according to the provisions of laws, regulations and the articles of association for dividend and transfer of capital contribution;
(5) buy transferred by other shareholders of capital contribution;
(6) the company priority subscribed capital;
(7) after the termination of company, in accordance with the share of the company's remaining assets;
(eight) has the right to consult the shareholders' committee meeting record and the company's financial and accounting reports.
Article 13 the shareholders shall perform the obligations;
(a) comply with the company's articles of association;
(2) and pay the subscribed capital contribution or approved by the investors;
(3) with all of its subscribed capital contribution in the limit shall undertake liability for the debts of the corporation;
(4) after go through the formalities of registration of the company may not withdraw the investment.
Chapter 7 shareholders transfer its capital contribution
Article 14 the shareholders can transfer part of its capital contribution.
Article 15 when the shareholders transfer their share to the person beyond shareholders, must be agreed by all the shareholders;Don't agree with the transfer of the shareholders shall purchase the transfer of the share, if you don't buy the transfer of capital contribution, as agreed to the transfer.
Article 16 a shareholder's lawful assignment of his share of capital contribution, the company shall record the assignee's name, domicile and the amount of capital assigned recorded in the register of shareholders.
Chapter 8 of the institutions of the company and its producing method, functions and powers and rules of procedure
Article 17 of the shareholders' committee is composed of all shareholders, is the authority of the company, and shall exercise the following authorities:
(a) determining the company's business policy and investment plan;
(2) electing and replacing directors, a decision about directors remuneration;
(3) the elections and replaced by the shareholders who represent the supervisors, determine the remuneration of supervisors;
(4) review of approval of the board of directors (or executive directors) report;
(5) approval of the board of supervisors or the supervisors review report;
(6) approved the company's annual financial budget and final accounts;
(7) approved the company's profit distribution plan and make up for the losses;
(8) to increase or decrease the registered capital a resolution;
(9) a resolution to issuance of corporate bonds;
(10) for shareholders to the person beyond shareholders transfer a resolution;
(11) to the company merger, division, change of company form, dissolution and liquidation matters as a resolution;
(12) to modify the company's articles of association.
Article 18 for the inaugural meeting of the shareholders' committee shall be convened and presided over by the shareholder with the largest share of capital contribute.
Article 19 the shareholders' meeting in proportion to their respective shares of capital contribution by shareholders exercise their voting rights.
Article 20 the shareholders' meeting is divided into regular meetings and interim meetings, and all shareholders shall be notified 15 days before the general meeting.Regular meetings held once every march.Temporary meetings held by all the shareholders.Shareholder attends the shareholders' meeting may also be written entrust others to attend the shareholders' meeting, stated in the exercise of power of attorney of power.
Article 21 the shareholders' meeting shall be convened by the board of directors, chairman of the board.The chairman is unable to perform its duties due to special reasons, after the written authorization to be appointed by the chairman of the general manager called host.
Article 22 a resolution, the resolution to the shareholders' committee meeting resolution shall be made by the chairman of the board of directors voted by hunton & Williams.But shareholders to the company to increase or reduce its registered capital, division, merger, dissolution or change of company form, resolution to modify the articles of the company, shall be voted by the shareholders.The shareholders' committee shall be made the decision of the resolution on the minutes of the meeting, the shareholders present at the meeting shall sign the minutes.
Article 23 the company shall set up the board of directors, members of two people, chairman and executive director, elected by the shareholders' committee shall have one chairman, executive director of the one, "the term is one year, the expiration of the term, may be re-elected consecutively.Prior to expiration of a director's term, the shareholders' committee may not remove him without cause.
The board shall exercise the following authorities:
(a) is responsible for convene the shareholders' committee, and report on its work to the shareholders' meeting;
(2) execute the resolutions passed by the meetings of shareholders.
(3) approved the company's operating plans and investment programs;
(4) to develop the company's annual financial budget and final accounts;
(5) to formulate the company's profit distribution plans and plans to cover company losses;
(6) make the company's increase or reduce its registered capital;
(7) to formulate the company merger, division, change of company form, dissolution of the plan;
(eight) decided to the company's internal management organization setup;
(9) the appointment or removal of the company manager (general manager, hereinafter referred to as manager), according to the manager's nomination, appointment or removal of the company's financial director, determine their remuneration;
(ten) for the company's basic management system.
Article 24 the board of directors to make decisions should be made by the resolution on hunton & Williams vote in order to be valid by, and shall make meeting record, the directors present at the meeting shall sign the minutes.
Article 25 the company shall have one manager, who shall be hired or dismissed by the board.Manager for * * *, to the board of directors, the chairman hunton & Williams after written authorization, the manager may exercise the following powers:
(a) presided over the company's production and operation management, organize the implementation of the board of directors;
(2) to organize the implementation of the company's annual operating plans and investment programs;
(3) to formulate the company's internal management organization setup program;
(4) to formulate the company's basic management system;
(5) to establish specific regulations;
(6) for appointment or removal of the company, finance director, deputy general manager;
(7) the appointment or removal of outside should be hired or dismissed by the board of directors is responsible for the management staff;The manager attend the board meeting.
Article 26 the company set up the board of supervisors, members of a people, the board of supervisors in the shareholders on behalf of supervisors elected by the shareholders' committee, workers' representatives supervisors worker be democratically elected by the company.Supervisors for each term of one year, the expiration of the term, may be re-elected consecutively.
Article 27 of the board of supervisors or the supervisors shall exercise the following authorities:
(a) check the financial affairs of the company;
(2) to the directors, managers perform their duties in violation of the laws, regulations or the articles of association of supervision;
(3) when the damage the interests of the company's directors and managers of behavior, requiring the directors or the general manager to make correct;
(4) propose for an interim shareholders' meeting;
Supervisors to attend the board meeting.
Article 28 a company director, manager and financial officers shall not concurrently hold the position of a supervisor.
Chapter 9 the legal representative of the company
Article 29. The chairman is the legal representative of the company, the term is one year, elected by the board of directors, the expiration of the term, may be re-elected consecutively.As the manager, term is one year, elected by the board of directors, the expiration of the term, may be re-elected consecutively.
Article 30 the chairman of the board shall exercise the following authorities;
(a) preside over the shareholders' committee and convened board meeting;
(2) check the shareholders' meeting and board meeting to carry out the situation, and report to the board of directors;
(3) to sign the documents on behalf of the company;
(4) in the event of a war, catastrophic natural disasters, such as an emergency exercise special arbitrament and disposition on company issues, but such decisions and disposition shall be in accordance with company's interests, and after the event report to the board of directors and the shareholders' committee;
Chapter ten financial, accounting, profit distribution, and labor system
Article 31 the company shall, in accordance with the laws and administrative regulations and the provisions of the competent department of finance under the state council set up the company's financial accounting system, and should be at the end of each accounting year of financial and accounting reports, the second year in a month after verification through examination has submitted to the shareholders.
Article 32 the company profit distribution according to the company law and the law, the provisions of the laws and regulations, the competent department of finance under the state council.
Article 33 the labor employment system according to the national laws, regulations and relevant provisions of the labor department under the state council.
Chapter 11 of company dissolution and liquidation
Article 34 a company the business term of 20 years, from the business license of enterprise legal person is calculated from the date of issue.
Article 35. The company has one of following conditions, can be dissolved:
(a) the business term as prescribed in the articles of association expires;
(2) of the shareholders' committee resolution to dissolve;
(3) due to merger or split-up of dissolution;
(4) the company in violation of laws and administrative regulations, be ordered to close down in accordance with the law;
(5) when the company cannot continue to operate due to any force majeure event;
(6) into bankruptcy.
Article 36 the company dissolution, should be based on the provisions of the company law, set up a liquidation group for liquidation of the company's assets.After the end of the liquidation, the liquidation group shall prepare a liquidation report, reported to the shareholders' committee or the relevant competent authorities confirm, and submitted to the company registration authority, apply for cancellation of registration, announcement of the company shall be terminated.
Other matters specified by the chapter 12 shareholders need to
Article 37 with the company according to need or registration items change of the company may modify the articles of association, the modified shall not conflict with the laws, regulations, articles of association and submitted to the original company registration authority for the record, involving the change of the registered items, should apply for registration of change at the same time to the company registration authority.
Article 38 the articles of association of the power of interpretation belongs to the board of directors.
Article 39 the company approved by the registered items to the company registration authority shall prevail.
Article 40 jointly by all the shareholders to conclude the articles of association, the company shall take effect as of the date of establishment.
Article 41 the articles of association in quadruplicate, duplicate all the shareholders, and submitted to the company registration authority for the record.
All the shareholders handwritten signature, stamp: