Articles of Association of a Wholly Foreign-Owned Company

Model Articles of Association of a Wholly Foreign-Owned Company

Chapter 1 General Provisions

Article 1. In accordance with the provisions of the Articles of Association of the People's Republic of China and the People's Republic of China According to the "Foreign-owned Enterprise Law" and its implementation rules, the country (company, Mr. or Ms.) (hereinafter referred to as the investor) invests in ______ to establish a wholly foreign-owned enterprise?_______ Co., Ltd. (hereinafter referred to as the company), and hereby formulates the articles of association of this company.

Article 2 The name of the company is: ______ Co., Ltd.

The legal address of the company is: ________

Article 3 The investor is:

English name;

Legal address (Chinese):

English address:

Legal representative: Name: Position: Nationality:

Article 4 The company is a limited liability company. An investor's liability to the company is limited to the amount of capital he or she has subscribed.

Article 5 The company is a Chinese legal person and is subject to the jurisdiction and protection of Chinese laws. All its activities must comply with Chinese laws, decrees and relevant regulations.

Chapter 2 Purpose and Business Scope

Article 6 Company Purpose:

Article 10 Company Business Scope:

Article 10 Company's business scale

Article 10 The company's products are sold domestically and abroad, with % exported and % domestic sold. Foreign exchange receipts and payments are balanced by the company itself.

Chapter 3 Total Investment and Registered Capital

Article 10 The total investment of the company is the registered capital of the company. The difference between the total investment and the registered capital shall be settled by.

Article 11 Investors shall make capital contributions.

Article 12 Investors must pay off the entire capital contribution and go through capital verification procedures within 12 days from the date of issuance of the business license.

Article 13 After the investor has paid off the capital contribution, the company shall hire an accountant registered in China to verify the capital, and the accounting firm shall issue a capital verification report. The main contents of the capital verification report are: the name of the investor, the content of the investment, the date of investment, the date of issuance of the capital verification report, etc.

Article 14 A company shall not reduce its registered capital during its operation period.

Article 15 The increase or transfer of a company’s registered capital shall be subject to unanimous consent of the board of directors, and then reported to the original approval authority for approval, and the change registration procedure shall be completed with the original registration authority.

Chapter 4 Board of Directors

Article 16 The company has a board of directors, which is the highest authority of the company. The chairman of the board of directors is the legal representative of the company.

Article 17 The board of directors decides on all major matters of the company, and its main powers are as follows:

Decide on and approve important statements submitted by the general manager (such as business plans, annual business reports, funds , loans, etc.);

Approved the annual financial statements, revenue budget, and annual profit distribution plan;

Adopted the company’s important rules and regulations:

Decided to establish a branch , modify the company's articles of association;

Discuss and decide whether the company will cease production or merge with other economic organizations.

Decide to hire senior management personnel such as general manager, deputy general manager, chief engineer, chief accountant, auditor, etc.;

Responsible for the liquidation of the company upon termination and expiration;

Other major matters that should be decided by the board of directors.

Article 18 The board of directors shall consist of directors appointed by investors. The term of directors is years. The appointment may be renewed upon continuation by the investor.

Article 19 The chairman of the board of directors shall be appointed by the investors, and the name of the vice-chairman shall be appointed by the investors.

Article 20 A regular meeting of the board of directors shall be held at least once a year. Upon the proposal of more than one-third of the directors, an extraordinary meeting of the board of directors may be convened.

Article 21 In principle, the board of directors meeting shall be held at the location of the company. It may also be held in a different place depending on the circumstances.

Article 22 The board meeting shall be convened and presided over by the chairman. In the absence of the chairman, the chairman shall entrust the vice chairman or other directors to convene and preside over the meeting.

Article 23 The chairman of the board of directors shall notify all directors in writing 20 days before the board of directors meeting, specifying the content, time and place of the meeting.

Article 24 If a director is unable to attend a board meeting for any reason, he may entrust an agent in writing to attend the board meeting. If he fails to attend or entrusts an agent to attend the board meeting, he shall be deemed to have abstained from voting.

Article 25 The quorum present at the board of directors meeting shall be two-thirds of all directors. If the number is less than two-thirds, the resolution passed shall be invalid.

Article 26 Each meeting of the board of directors must keep detailed written records, signed by all directors present. If an agent is present, the agent shall sign. The recorded text is in Chinese. This record is kept on file by the company.

Article 27 The following matters must be unanimously approved by the board of directors:

1. Modification of the company's articles of association;

2. Suspension or dissolution of the company;

3. Increase or decrease the company’s registered capital;

4. Transfer the company’s equity to other parties;

5. Mortgage the company’s equity to creditors;

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6. Mortgage company assets;

7. Merger and division of companies.

Article 28 The following matters must be approved by more than two-thirds of the board of directors.

l. Determine the company’s annual operating policy, business plan and development plan;

2. Review and approve the annual financial budget, final accounts and annual accounting statements;

3. Review and approve the annual operating report submitted by the general manager;

4. Decide on the company’s annual profit distribution plan;

5. Decide on the company’s labor contract and various rules and regulations;

6. Determine the company’s use of funds and loan limits;

7. Appoint and remove the general manager, deputy general manager and other senior management personnel proposed by the general manager and determine their salaries; < /p>

8. Formulate the welfare system for the company’s employees in accordance with relevant Chinese regulations;

9. Determine the company’s organizational structure and add or eliminate subordinate functional departments.

Chapter 5 Operations and Management Organization

Article 29 The company shall have a general manager and a deputy general manager, both recommended by investors and appointed by the board of directors.

Article 30: The general manager is directly responsible to the board of directors, implements the decisions of the board of directors, organizes and leads the company's daily production, technology and operation management work. The deputy general manager assists the general manager in his work. When the general manager is absent, , acting as general manager.

Article 31. Decisions on important issues in the company’s daily work must be jointly signed by the general manager and deputy general manager to be effective. Matters requiring joint signatures shall be specified by the board of directors.

Article 32 The term of office of the general manager and deputy general manager shall be years. Can be re-elected by the board of directors.

Article 33 The chairman, vice chairman and directors, upon appointment by the board of directors, may concurrently serve as the general manager, deputy general manager and other senior positions of the company.

Article 34 The general manager and deputy general manager shall not concurrently serve as the general manager or deputy general manager of other economic organizations, and shall not participate in the commercial competition of other economic organizations against the company.

Article 35 The company shall have senior management personnel such as chief engineer, chief accountant and auditor, who shall be appointed by the board of directors.

Article 36 The chief engineer, chief accountant, auditor and other senior management personnel shall be led by the general manager. The chief accountant is responsible for the company's financial accounting work. Organize the company to carry out comprehensive economic accounting and implement an economic responsibility system. The auditor is responsible for the company's financial work, organizing the company's financial revenue and expenditure and accounting accounts, and reporting to the general manager.

Article 37 When the general manager, deputy general manager, chief engineer, chief accountant, auditor and other senior staff request to resign, they shall submit a written report to the board of directors one month in advance.

If any of the above personnel commits malpractice or serious dereliction of duty, they may be dismissed at any time upon resolution of the board of directors

Chapter 6 Taxation, Financial Accounting, and Foreign Exchange Management

Article 38 The company shall pay various taxes in accordance with the relevant laws and regulations of the People's Republic of China.

Article 39 Company employees shall pay personal income tax in accordance with the "Individual Income Tax Law of the People's Republic of China" and relevant regulations.

Article 40 The company's financial accounting shall be handled in accordance with the "Financial Management Regulations of the People's Republic of China and Foreign-Invested Enterprises".

Article 41 The company’s fiscal year adopts the Gregorian calendar year system, which starts from January 1st to December 31st of each year.

Article 42 All the company’s vouchers, account books, documents, and statements must be written in Chinese.

Article 43 The company uses RMB as its accounting standard currency. The conversion of RMB into other currencies shall be calculated based on the foreign exchange rate announced by the State Administration of Foreign Exchange of the People's Republic of China and the State Administration of Foreign Exchange on the actual date of occurrence.

Article 44 The company shall open RMB and foreign currency accounts at Bank of China or other banks.

Article 45 The company adopts the internationally accepted accrual basis and debit and credit accounting method for accounting.

Article 46 The company’s financial accounting books should record the following contents:

l. All cash receipts and expenditures of the company;

2. The sales and purchases of all the company's materials;

3. The company's registered capital and load status;

4. The payment time, increase and transfer of the company's registered capital.

Article 47 The company’s financial department shall prepare the balance sheet and profit and loss calculation statement for the previous fiscal year within the first three months of each fiscal year, and submit them to the board of directors meeting for approval after review by the auditor.

Article 48 The company shall, in accordance with the relevant provisions of the People’s Republic of China and the National Tax Law, decide the depreciation life of its fixed assets by the board of directors.

Article 49 The company's foreign exchange matters shall be handled in accordance with the relevant provisions of the "Regulations of the People's Republic of China and Foreign Exchange Administration" and the company's regulations.

Chapter 7 Insurance

Article 50 The company shall obtain various insurances from insurance companies within China. The insurance value, insurance period, etc. shall be determined by the company's board of directors in accordance with the regulations of the insurance company.

Chapter 8 Profit Withdrawal

Article 51 The company shall, in accordance with the relevant provisions of the Chinese tax law, withdraw reserve funds, enterprise development funds and employee incentives and benefits from the profits after paying income tax. For welfare funds, the withdrawal ratio is determined by the board of directors.

Article 52: The profits after the company pays income tax and withdraws various funds in accordance with the law belong to the company.

Article 53 The amount of profits withdrawn by the company each year shall be discussed and decided by the board of directors based on the company's operating conditions.

Article 54 The company shall not distribute profits before making up for the losses of the previous fiscal year. The profits at the end of the previous fiscal year may be incorporated into the profit distribution of the current fiscal year.

Chapter 9 Employees

Article 55 The recruitment, dismissal, wages, benefits, labor insurance, living benefits and rewards of company employees shall be governed by the "Foreign Investment Regulations" "Enterprise Labor Management Regulations" and relevant regulations of Beijing.

Article 56 The employees needed by the company can be recommended by the local labor department, or the company can recruit them openly with the approval of the labor department, but they must all pass the examination and be admitted on a merit-based basis.

Article 57 The company has the right to give warnings, demerits, and salary reductions to employees who violate the company's regulations and labor disciplines. If the circumstances are serious, they may be dismissed. Employees who are dismissed or punished must report Register with the local labor and personnel department.

Article 58: The wages and benefits of employees shall be determined by the board of directors in accordance with the company's conditions in accordance with relevant Chinese regulations. As the company develops its production and improves its employees' business capabilities and technical levels, it shall appropriately increase the wages of its employees.

Article 59: The company will stipulate matters such as employee welfare, bonuses, labor protection and labor insurance in various systems to ensure that employees are engaged in production and work under normal conditions.

Chapter 10 Trade Union Organization

Article 60 Employees of the company have the right to establish a trade union organization and carry out trade union activities in accordance with the provisions of the Trade Union Law of the People's Republic of China.

Article 61 The company’s trade union is the representative of the interests of employees. Its mission is to safeguard the democratic rights and material interests of employees in accordance with the law, assist the company in arranging and rationally using welfare and reward funds, organize employees to learn political, business, scientific and technical knowledge, and carry out literary, artistic and sports activities. Educate employees to abide by labor discipline and strive to complete various economic tasks of the company.

Article 62 The company’s labor union represents the employees and signs labor contracts with the company and supervises the execution of the contracts.

Article 63 When the company studies and decides on issues related to employee rewards and punishments, wage systems, living welfare, labor protection, and security, trade union representatives have the right to attend. The company shall listen to the opinions of the trade union and obtain the consent of the trade union. .

Article 64 The company’s labor union shall participate in the mediation of disputes between employees and the company.

Article 65 The company shall actively support the work of the trade union of the enterprise and provide necessary buildings and equipment for the trade union organization in accordance with the provisions of the Trade Union Law of the People's Republic of China and the People's Republic of China. Office, conference, employee collective welfare, culture, and sports undertakings. The company allocates 2% of the company's employees' total wages to trade union funds every month. The company's trade union uses trade union funds in accordance with the "Trade Union Fund Management Measures" formulated by the All-China Federation of Trade Unions.

Chapter 11 Liquidation upon Termination of Time

Article 66 The operating period is one year, calculated from the date of issuance of the business license.

Article 67: When the company's operating period expires and it needs to extend its operating period, a resolution shall be made at the board of directors meeting. A written application should be submitted to the original approval agency six months before the expiration of the joint venture period. It can be extended only after approval, and the change registration procedure must be completed with the national industrial and commercial administration agency.

Article 68 If the company believes that terminating operations is in the best interests of the company, it may terminate operations early. If the company expires or terminates operations early, the board of directors needs to convene a plenary meeting to make a decision and submit it to the original approval authority for approval.

Article 69 When the company's operating period expires or its operations are terminated early, the board of directors shall propose liquidation procedures, principles and candidates for the liquidation committee, form a liquidation committee, and liquidate the company according to the net book value in accordance with the law.

The liquidation committee shall exercise the following powers:

1. Convene a meeting of creditors;

2. Propose the basis for valuation and calculation of property;

3 . Take over and liquidate the company's property, prepare a balance sheet and property catalog;

4. Prescribe a liquidation plan;

5. Collect claims and pay off debts;

6. Recover unpaid amounts due from shareholders;

7. Distribute remaining property;

Article 70 The task of the liquidation committee is to conduct a comprehensive review of the company’s property, claims, and debts. Conduct inventory, prepare balance sheets and property catalogs, formulate liquidation plans and submit them to the board of directors for approval before implementation.

Article 71 During the liquidation period, the liquidation committee shall sue or respond to lawsuits on behalf of the company.

Article 72: After the liquidation committee has paid off all the company’s debts, its remaining property shall belong to the investors.

Article 73. Liquidation expenses and remuneration of members of the liquidation committee shall be paid first from the company’s existing assets.

Article 74 Before the liquidation of the company is completed, investors are not allowed to remit or take the company's funds out of China, and are not allowed to handle the company's property on their own.

Article 75 After the liquidation is completed, the company shall submit a report to the original approval agency, go through the deregistration procedures with the original registration agency, return the business license, and make it public at the same time.

If the company has any of the following circumstances, it should be terminated:

1. The operating period has expired;

2. Poor management, serious losses, investors Dissolution;

3. Suffering serious losses due to natural disasters, wars and other force majeure and being unable to continue operating;

4. Bankruptcy;

5. Violation Chinese laws and regulations that endanger social and public interests are revoked in accordance with the law;

6. Other reasons for dissolution specified by the company have arisen;

Article 76 After the company is terminated, Its various account books are kept by agencies designated by the approval agency.

Chapter 12 Rules and Regulations

Article 77 The company’s rules and regulations formulated by the board of directors are as follows:

l. Operation and management system, including the rules and regulations of each affiliated company The authority and working procedures of the management department;

2. Employee Code of Conduct;

3. Labor wage system;

4. Employee attendance, promotion and bonus system;

5. Employee welfare system;

6. Financial system;

7. Liquidation procedures when the company is dissolved;

8. Other necessary rules and regulations.

Chapter 13 Supplementary Provisions

Article 78 Modifications to the Articles of Association must be unanimously adopted by the board of directors and signed by investors, and then reported to the original approval authority for approval.

Article 79: These Articles of Association are written in Chinese.

Article 80 This Article of Association must be approved by the Beijing Haidian District Commerce Bureau before it can take effect.

Article 81 This Article of Association shall be signed by the legal representative or authorized representative of the investor in Beijing on the year, month and day. ;