Sample Articles of Association of a Joint Stock Company

Article 1 This Article of Association is formulated in accordance with the Company Law of the People's Republic of China and relevant laws, regulations and local government regulations to protect the legitimate rights and interests of the company's shareholders and creditors. This Article of Association is the highest code of conduct of xx Co., Ltd.

Article 2 The company has been established with the approval of the People's Government of ____. It is a joint-stock company registered with the industrial and commercial administration department and has independent legal person status; its behavior is subject to national laws, and its economic activities and joint rights are subject to Protected by relevant national laws and regulations; the company accepts the management of relevant government departments and the supervision of the public, and no agency, group or individual may infringe or illegally interfere.

Article 3 Company Name: xx Co., Ltd. (hereinafter referred to as;)

Company English Name:

Article 4 Company Legal Address:

Article 5 The registered capital of the company shall be RMB _____ yuan.

Article 6 A company is a joint-stock limited company established through raising funds.

Chapter 2 Purpose, Business Scope and Method

Article 7 The Company’s Purpose: (omitted)

Article 8 The Company’s Business Scope: Main Business : (omitted) Concurrent operations: (omitted)

Article 9: The company’s operating methods: (omitted)

Article 10: The company’s operating policy: (omitted)

Chapter 3 Shares

Article 11 The company’s shares shall be in the form of equity certificates. The company's stock certificates are securities issued by the chairman of the company.

Article 12 The company’s share capital is divided into equal shares, and the registered share capital is ____ shares, that is, ____ yuan.

Article 13 The company’s share capital composition: Sponsor shares: ____ shares, totaling _____ million yuan, accounting for ____ of the total share capital. Among them: ＿＿0,000 social legal person shares, accounting for ＿＿ of the total share capital. There are __________ internal employee shares, accounting for __________ of the total share capital.

Article 14 The company’s stocks are divided into ordinary shares and preferred shares according to equity. The company's issued shares are all common shares.

Article 15 The company’s shares are registered shares. The par value per share is ＿?yuan. Each lot of legal person shares is ___ shares; each lot of internal employee shares is ___ shares.

Article 16 Company stocks can be purchased in RMB or foreign currency. When purchasing in foreign currency, it will be calculated in RMB based on the foreign exchange rate on the day of receipt, and the dividends will be distributed in RMB.

Article 17 Company stocks can be subscribed at the price of tangible or intangible assets such as foreign machinery and equipment, factories, industrial property rights, and proprietary technologies, but the following conditions must be met:

1. It is necessary for the company;

2. It must be advanced and have technical evaluation materials (including patent certificates or trademark registration certificates) issued by well-known Chinese or foreign institutions or industry notary agencies, valid status and technical background. Yue Yuren Dimei Guadi Shixi?

3. The price is lower than the international market price at that time, and there should be information on which the price assessment is based;

4. Approved by the board of directors of. The amount of shares discounted based on intangible assets such as industrial property rights and proprietary technologies (excluding land use rights) shall not exceed the company's registered capital.

Article 18 Directors and managers of the company shall not transfer the company shares they hold within three years of their term of office without the consent of the board of directors. The shares transferred during the term of office after 3 years shall not exceed 50% of the company's shares held, and must be approved by the board of directors.

Article 19 The stocks issued by the company must be stamped with a special stock seal by the company and signed by the chairman of the board of directors to be valid.

Article 20 The issuance, transfer, transfer and dividend distribution of the company’s stocks shall be handled by a specialized agency entrusted by the company.

Article 21 If the stocks held by shareholders of the company are lost or damaged, the shareholders shall notify the company in writing and publish it in a newspaper designated by the company for 3 days. From the date of publication, If no one raises any objection within 30 days, and if verified by the company's designated agency, new shares can be reissued and registration procedures re-registered, and the original shares will be invalidated at the same time.

Article 22 The company’s stocks may be bought, sold, donated, inherited and mortgaged. However, it cannot be handled from the date of liquidation of the company. Changes in stock holders should go to the company or company agency to go through the transfer registration procedures within 45 days.

Article 23 According to the development of the company, through the resolution of the board of directors and the general meeting of shareholders, capital increase and share expansion can be carried out, and the issuance shall be carried out in the following manner:

1. Public offering to the public New shares;

2. Allotment of new shares to original shareholders;

3. Distribution of bonus shares;

4. Conversion of reserve funds into equity capital.

Article 24 The company only recognizes registered shareholders (with seals and signatures) as the owners of stocks and rejects all other disputes.

Chapter 4 Shareholders and Shareholders’ Meeting

Article 25 The holders of the company’s shares are the shareholders of the company.

Article 26 When a legal person serves as a shareholder of a company, the legal representative or an agent authorized by the legal representative shall exercise its rights on its behalf, and a letter of authorization from the legal representative shall be issued.

Article 27 Shareholders of the company enjoy the following rights:

1. To attend or appoint a proxy to attend the general meeting of shareholders and exercise the corresponding voting rights according to the shares held;

2. Obtain dividends or transfer shares in accordance with relevant national laws and regulations and the company's articles of association;

3. Review the company's articles of association, shareholders' meeting minutes and accounting reports, supervise the company's operations, and make suggestions or inquiries;

4. Preferential subscription for the company’s newly issued shares;

5. Obtain dividends based on its shares;

6. When the company is liquidated, obtain the remaining property based on the shares ;

7. Elect and be elected as members of the Board of Directors and the Board of Supervisors.

3. Submit the capital contribution according to the shares subscribed and the method of participation; bear responsibility for the company’s losses and debts according to the shares held;

4. Submit his or her seal to the company and signature format, identity certificate, and address; if there are changes, the change procedures should be reported to the company in a timely manner;

5. No withdrawal of shares is allowed after the company has gone through the industrial and commercial registration procedures.

Article 29 If a subscriber of the company's shares fails to pay the share price within the time limit, it will be deemed to have automatically given up the subscribed shares. At the same time, the subscriber shall be liable for compensation for any losses caused to the company.

Article 30 The general meeting of shareholders is the company’s highest authority, making resolutions on the following matters and exercising its powers:

1. Review and approve the work reports of the board of directors and the board of supervisors;

2. Approval of the company’s profit distribution and loss compensation;

3. Approval of the company’s annual budget and final accounts, balance sheet, income statement and other accounting statements;

4. Decide on the company’s increase or decrease in share capital, expand the scope of share subscriptions, and approve the company’s stock trading methods;

5. Issue bonds and auction funds for the company to ⅰ⒑xi⒆⒆? ⑶逅怕戎卮笫孭需逍馲椋?

6. Elect or remove members of the board of directors and members of the supervisory board, and determine their remuneration and payment methods;

7. Revise the company Articles of Association;

8. Make resolutions on other major matters of the company. The contents of the resolutions of the general meeting of shareholders shall not violate my country's laws, regulations and the company's articles of association.

Article 31 The general meeting of shareholders shall be divided into annual meeting of shareholders and extraordinary meeting of shareholders. The annual meeting of shareholders is held once a year, and the longest period between two annual meetings of shareholders shall not exceed 15 months.

Article 32 Under any of the following circumstances, the board of directors shall convene an extraordinary general meeting of shareholders:

1. When there is a vacancy of 1/3 of the directors;

2. When the company's accumulated uncompensated losses reach 1/3 of the total paid-in share capital;

3. When proposed by shareholders accounting for more than 10% of the total shares;

4. When the board of directors or supervisory board deems it necessary.

Article 33 The shareholders’ meeting shall be convened by the board of directors, and the shareholders shall be notified 30 days before the meeting date. The notice shall state the reasons for the convening. The extraordinary meeting of shareholders shall not decide on matters not specified in the notice.

Article 34 The general meeting of shareholders shall be composed of shareholders who have been registered in the company’s shareholder register and who own or represent more than __________ shares of common stock.

Article 35 Shareholders attending the shareholders’ meeting shall hold attendance certificates for the current shareholders’ meeting of the company. The attendance certificate should contain the shareholder's name, number of shares owned, meeting time, company seal, issuer and date of issuance.

Article 36 Shareholders may entrust their representatives in writing (subject to Article 30) to attend the general meeting of shareholders and act on their behalf. The entrusted shareholder representative shall attend the general meeting of shareholders with the shareholder’s certificate of attendance, Power of attorney and personal ID card.

Article 37 The resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions:

1. Ordinary resolutions should be attended by shareholders holding more than 1/2 of the total number of ordinary shares of the company, It shall be approved by more than 1/2 of the voting rights of the shareholders present.

2. Special resolutions should be attended by shareholders representing more than 2/3 of the total number of shares and passed with more than 2/3 of the voting rights of the shareholders present. The special resolution in the above paragraph refers to the resolution on matters listed in Article 30, Article 2, 4, 5 and 8 of this Article.

Article 38 If the shares held by the shareholder representatives attending the general meeting of shareholders do not reach the amount stipulated in Article 37, the meeting shall be postponed for 15 days and the shareholders who did not attend shall be notified again; the postponement shall be At the subsequent shareholders' meeting, if the shares represented by the shareholders present still do not reach the stipulated amount, it shall be deemed to have reached the statutory amount, and the resolution shall be effective.

Article 39 When voting at the shareholders’ meeting, each ordinary share has one voting right.

Article 40 The minutes and resolutions of the general meeting of shareholders shall be signed by the chairman of the board and shall not be destroyed within 10 years.

Chapter 5 Board of Directors

Article 41 The company’s board of directors is the permanent authority of the shareholders’ meeting and is responsible to the shareholders’ meeting. Responsible for the company's major decisions when the general meeting of shareholders is not in session.

Article 42 The company’s board of directors shall consist of ____ directors, including one chairman and ____ directors

Article 43 The board of directors shall be elected by the shareholders’ meeting. The term of each director is 3 years and may be re-elected. Directors may be removed by resolution of the shareholders' meeting during their term of office. Directors elected from legal person shareholders may be reassigned if there is a need to change directors due to internal reasons within the legal person, but valid documents must be submitted by the legal person and confirmed by the company's board of directors.

Article 44 Candidates for the board of directors shall be nominated by the previous board of directors; persons jointly nominated by shareholders with a total amount of common shares of the company exceeding ____ may also be submitted as candidates for election at the meeting.

Article 45: As authorized by the shareholders' meeting, the board of directors may add a number of working directors at appropriate times and ratify them at the next shareholders' meeting. Working directors are served by senior managers of the company's management organization, and their responsibilities, powers and treatment are the same as those of other directors.

Article 46 The board of directors shall exercise the following powers:

1. Decide to convene a general meeting of shareholders and report work to the general meeting of shareholders;

2. Implement resolutions of the general meeting of shareholders ;

3. Review the company's development plan and operating policies, and approve the company's organizational structure;

4. Review the company's annual financial budget, final accounts, profit distribution plan and loss compensation plan;

5. Formulate the company’s plans for cultivating equity capital, expanding the scope of share subscriptions, and the company’s stock trading methods;

6. Formulating the company’s debt policy and reforming corporate bond plans;

7. Decide on the mortgage, leasing, subcontracting and transfer of the company’s important properties;

8. Formulate plans for the company’s division, merger, and termination;

9. Appoint and remove the company’s senior managers , and determine their remuneration and payment methods;

10. Formulate a plan to amend the company's articles of association;

11. Examine and approve the company's administration, finance, personnel, labor, welfare and other important management systems and regulations.

12. Recruit honorary directors and consultants of the company.

13. Other major matters that should be decided by the board of directors. When the board of directors makes resolutions as mentioned in the preceding paragraph, except for resolutions 5, 6, 7, 8, and 10, which must be approved by more than 2/3 of the directors present at the board of directors, the rest can be approved by a vote of more than half of the directors. The chairman of the board of directors shall be on both sides of the dispute. In the event of a tie there are two votes.

Article 47 The board of directors meeting shall be held at least once every six months, and the meeting shall be valid if at least 1/2 of the directors are present. If a director is unable to attend the meeting for any reason, he may authorize another person in writing to attend the meeting and vote. The chairman may convene an extraordinary meeting of the board of directors when he deems it necessary or when more than half of the directors propose it.

Article 48: The voting system of one person, one vote and the organizational principle of minority submission to the majority shall be adopted at the board of directors meetings. Resolutions shall be valid if passed by more than half of the directors present. When the votes for and against are equal, the chairman has the right to cast one more vote. A director shall not have the right to vote on matters concerning which a director has an interest. However, in calculating the number of directors present, the director shall be included.

Article 49 The chairman of the board of directors shall be elected and removed by more than 1/2 of all directors.

Article 50 The chairman of the board of directors shall be the legal representative of the company. The chairman of the board of directors exercises the following powers:

1. Convene and preside over the shareholders’ meeting;

2. Lead the work of the board of directors, convene and preside over the board of directors’ meetings;

3. Sign the company’s Stocks, bonds, important contracts and other important documents;

4. Nominate candidates for general manager for discussion and voting at board meetings;

5. In the event of emergencies such as wars and natural disasters, Under certain circumstances, special adjudication and disposal rights can be exercised against the company, but such adjudication and disposal must comply with legal provisions and the interests of the company, and be reported to the board of directors and general meeting of shareholders afterwards.

Article 51 If the chairman of the board of directors is unable to perform his duties for any reason, he may designate other directors to perform his duties.

Article 52 Directors have the obligation of integrity and diligence towards the company and shall not engage in activities that compete with the company or harm the interests of the company.

Chapter 6 Board of Supervisors

Article 53 The company shall establish a board of supervisors to exercise supervisory functions over the board of directors, its members and managers and other company management personnel. The board of supervisors is responsible for and reports on its work to the company's general meeting of shareholders.

Article 54 The members of the Board of Supervisors shall be ____, of which ____ shall be elected and dismissed by the company’s employees, and the other ____ shall be elected and dismissed by the shareholders’ meeting. The term of supervisors is 3 years and may be re-elected. Supervisors may not concurrently hold director, general manager or other senior management positions.

Article 55 The Board of Supervisors shall have a chairman, who shall be elected and removed with the consent of 2/3 of the supervisors of the Board of Supervisors. Less than 2/3 (including 2/3), but not less than 1/2, of the members of the supervisory board shall be elected and removed by the shareholders' meeting. The board of supervisors exercises the following powers:

1. The chairman of the board of supervisors or a representative of the supervisors attends the board of directors meeting;

2. Supervises whether directors, managers and other management personnel have violated laws, regulations, the company's articles of association and shareholders The act of passing resolutions at the general meeting;

3. Supervise and inspect the company's business and financial status, have the right to inspect accounting books and other meeting materials, and have the right to require relevant directors and managers to report on the company's business conditions;

4. Check the work report, business report, profit distribution plan and other financial information that the board of directors intends to submit to the general meeting of shareholders. If you find any doubts, you can entrust a certified public accountant in the name of the company to help review;

5. It is recommended to convene an interim shareholder meeting General meeting;

6. Represent the company in negotiating with directors or suing directors.

Article 57 The resolution of the Board of Supervisors shall be approved by more than 2/3 (including 2/3) of the supervisors.

Article 58 When the board of supervisors exercises its powers, the company shall bear the costs of hiring legal experts, certified public accountants, practicing auditors and other professionals.

Chapter 7 Company Operations and Management Organization

Article 59 The company implements a general manager responsibility system under the leadership of the board of directors, with one general manager and __________ deputy general managers.

The general manager is nominated by the chairman and appointed by the board of directors; other senior management personnel (deputy general manager, financial director, audit director, lawyer) are nominated by the general manager and appointed by the board of directors, and their work is accountable to the general manager.

Article 60 The main responsibilities of the general manager:

1. Implement the resolutions of the shareholders’ meeting and the board of directors, and report work to the board of directors;

2. Draft the company’s plans Development plan, annual production and operation plan, annual financial budget and final account plan, as well as profit distribution and loss compensation plan;

3. Appointment, removal and deployment of company managers (excluding senior managers) and staff;

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4. Decide on rewards and punishments, promotions and demotions, salary increases and decreases, appointment, recruitment, dismissal and dismissal of employees;

5. Be fully responsible for the company's operation and management, and handle daily operations and management on behalf of the company Business and the company's external business;

6. Other matters authorized by the board of directors or chairman of the board. The company has the right to refuse any intervention in the company's operation and management by any director not authorized by the board of directors.

Article 61 The total remuneration of directors and managers must be explained and announced in the annual report.

Article 62 When directors, managers and senior staff of the company cause significant economic losses to the company due to violation of laws, company articles of association, malpractice for personal gain or dereliction of duty, they may, depending on the circumstances, be punished by resolution of the shareholders' meeting or the board of directors. The following penalties are imposed:

1. Restriction of power;

2. Removal from current position;

3. Responsible for financial compensation. Those who violate criminal laws will be submitted to the relevant departments for legal accountability.

Chapter 8 Finance, Auditing and Profit Distribution

Article 63 The company’s financial accounting system complies with the “Enterprise Accounting System of the People’s Republic of China” and other national laws , relevant provisions of laws and regulations.

Article 64 The company’s accounting year adopts the Gregorian calendar year system, which starts from January 1st to December 31st of each year.

Article 65 The company uses RMB as its accounting standard currency. All company vouchers, account books, and statements are written in Chinese.

Article 66 The company’s financial statements shall be submitted to relevant departments in accordance with relevant regulations. The annual balance sheet, income statement, statement of changes in financial position and other relevant schedules prepared by the company shall be placed at the company's residence 20 days before the shareholders' meeting for shareholders to review; the annual accounting report must be verified by a certified public accountant and a written certificate must be issued. , reported by the Finance Committee to the General Meeting of Shareholders. The company declares and pays taxes to the tax authorities in accordance with the law, and the after-tax profits are distributed in the following order:

1. Make up for losses; 2. Withdraw statutory surplus reserve; 3. Withdraw public welfare funds; 4. Pay preference stock dividends;

5. Withdraw discretionary surplus reserves; 6. Pay common stock dividends.

Article 68 The company’s after-tax profit distribution ratio is:

1. The statutory surplus reserve fund withdrawal ratio is 10; 2. The public welfare fund withdrawal ratio is: 5-10;

3. The proportion of withdrawals from the discretionary surplus reserve fund is: (omitted) 4. The proportion used to pay dividends is: (omitted)

The above specific distribution proportions are determined by the board of directors based on the company’s conditions and development needs. It will be drafted and implemented after approval by the general meeting of shareholders.

Article 69: The company's dividends are paid once or twice a year, distributed on a share basis, after the company's final accounts. When distributing dividends, a written notice or announcement in a designated newspaper or periodical shall be made.

Article 70 The company shall distribute dividends in the following forms:

1. Cash; 2. Stocks.

Article 71 The company implements a departmental audit system, establishes an internal audit institution or equips internal auditors, and conducts internal audits of the company's financial revenues and expenditures and economic activities under the leadership of the board of supervisors or the board of directors in accordance with the company's articles of association. Audit supervision.

Chapter 9 Labor, Personnel, Wages and Welfare

Article 72: Employment, dismissal, resignation, wages, welfare, labor insurance, labor protection and labor discipline of company employees Implement the "Interim Measures for Personnel Management of Joint-stock Pilot Enterprises" and the "Interim Regulations on Labor and Wage Management of Joint-stock Pilot Enterprises", and formulate company rules and regulations in accordance with the above relevant regulations. If there are new changes in national laws and regulations, they should be revised accordingly.

Article 73 When the company recruits employees, the company shall conduct its own assessment and select the best candidates.

Article 74 The company shall formulate systems for enterprise employment, employee benefits, wage incentives, labor protection and labor insurance in accordance with relevant national laws, regulations and policies.

Article 75 If a labor dispute occurs between the company and its employees, it shall be handled in accordance with the national regulations on the handling of labor disputes.

Chapter 10 Modification of the Articles of Association

Article 76 The Articles of Association may be modified as necessary, and the revised Articles of Association shall not conflict with laws and regulations.

Article 77 The procedure for amending the Articles of Association is as follows:

1. The board of directors shall propose a proposal to amend the Articles of Association:

2. The above-mentioned amendments shall be made as required. Notify shareholders and convene a shareholders' meeting for voting;

3. Draw up amendments to the company's articles of association in accordance with the resolution passed by the shareholders' meeting to amend the articles of association.

Article 78: Changes to the company’s articles of association, involving changes in name, address, business scope, registered capital, legal representative and other registration matters, as well as other matters requiring announcement, shall be announced.

Chapter 11 Termination and Liquidation

Article 79 A company may apply for termination and liquidation under any of the following circumstances:

1. Force majeure factors cause the company to be seriously damaged and unable to continue operating;

2. Violating national laws and regulations and endangering the interests of the public and being revoked in accordance with the law;

3. The purpose of the company's establishment The business cannot be realized, or cannot be realized at all;

4. The company declares bankruptcy;

5. The shareholders’ meeting decides to dissolve.

Article 80 When the company declares bankruptcy and is terminated, the relevant provisions of the "Enterprise Bankruptcy Law of the People's Republic of China (Trial)" shall be followed.

Article 81 The company will not accept any request from a bankrupt shareholder to take over the company’s property and other rights and interests due to creditor’s rights. However, the bankrupt shareholder's shares and interests in the company can be transferred by the bankrupt shareholder and creditors in accordance with relevant regulations and these Articles of Association.

Article 82 If the company is terminated in accordance with Article 79 (1, 2, or 3), the board of directors shall notify all shareholders of the termination, convene a shareholders' meeting, determine the candidates for the liquidation team, and issue a termination announcement. . The company should establish a liquidation team within 15 days after the termination announcement is issued.

Article 83 After the liquidation group is established, it shall notify creditors within 10 days and make an announcement at least three times within two months. Creditors shall not receive notice within 30 days from the date of delivery of the notice. The applicant shall declare its claims to the liquidation committee within 90 days from the date of announcement. Late declaration of creditors' claims by creditors will not be included in the liquidation, but this does not apply if the creditors are known to the company without notification.

Article 84 The liquidation team shall exercise the following powers:

1. Formulate a liquidation plan, liquidate the company’s property, and prepare a balance sheet and property list;

2. Handle the company’s unfinished business;

3. Collect the company’s creditor’s rights;

4. Repay the company’s debts and dissolve the company’s employees;

5. Process The company's remaining property;

6. Conduct litigation activities on behalf of the company.

Article 85 When the liquidation team discovers that the company's assets are insufficient to pay off its debts, it shall immediately cease liquidation and apply to the People's Court for declaration of bankruptcy. After the company is declared bankrupt by the People's Court, the People's Court shall deal with the company according to the bankruptcy procedures, and the liquidation team shall hand over the liquidation affairs to it.

Article 86: After the company decides to liquidate, no one may deal with the company's property without the approval of the liquidation committee.

Article 87: After the company’s property has priority in allocating liquidation expenses, the liquidation team shall pay off the debts owed to the company’s employees in the three years prior to the date of liquidation.

Wages and social insurance fees;

2. Taxes owed and tax surcharges, funds, etc. that should be paid in accordance with the law;

3. Bank loans, corporate bonds and other debts .

Article 88 The liquidation committee shall not distribute the company’s property to shareholders without repaying the debts in accordance with the order of the preceding paragraph. If the property distribution made in violation of the preceding paragraph is not handed over, the creditor shall have the right to demand return and compensation for the losses suffered.

Article 89 After the company is liquidated, the liquidation team shall distribute the remaining property to each shareholder.

After the liquidation is completed, the liquidation team shall submit a liquidation report and prepare income and expenditure statements and various financial account books during the liquidation period. After verification by a certified public accountant and approval by the authorized government department, the liquidation team shall submit it to the industrial and commercial administration. The administrative authorities and tax authorities shall handle the deregistration and announce the company's termination.

Chapter 12 Supplementary Provisions

Article 91 The resolutions passed by the company’s general meeting of shareholders regarding the supplement and revision of the Articles of Association, as well as the implementation rules and relevant regulations formulated by the Board of Directors in accordance with this Article of Association system as an integral part of this charter.

Article 92 The right to interpret this Article of Association belongs to the company’s board of directors.

Article 93 If the provisions of this Articles of Association are inconsistent with laws and current national policies, the laws and relevant policies shall prevail, and this Articles of Association shall be revised in a timely manner in accordance with the provisions of laws and policies.

Article 94: This Article of Association has been adopted by a special resolution of the founding meeting and approved by the relevant departments of the People's Government of ____, and shall take effect from the date of company registration.