About the Company's Articles of Association-----For reference only. The significance of the Company's Articles of Association is as the basic criterion for company organization and behavior. The Company's Articles of Association is of great significance to the establishment and operation of the company. It is both the basis for the establishment of the company. The foundation is also the soul on which the company depends for its survival. First of all, the company's articles of association are the most basic conditions and the most important legal document for the establishment of a company. Corporate legislation in various countries requires the establishment of a company to draw up articles of association. The establishment process of a company begins with the establishment of articles of association and ends with establishment registration. The company's articles of association are the company's written guarantee to the government and are also the main place where the state supervises and manages the company. Without articles of incorporation, a company cannot be approved for incorporation. Secondly, the company's articles of association are the basic legal document that determines the company's rights and obligations. Once approved by the relevant departments, the company's articles of association will have legal effect. The company enjoys various rights and assumes various obligations in accordance with the articles of association. Behaviors that comply with the company's articles of association are protected by national laws. Behavior that violates the articles of association will be subject to intervention and sanctions. Finally, the company's articles of association are the basic legal basis for the company to implement internal management and conduct economic exchanges with the outside world. The company's articles of association stipulate the principles and details of the company's organization and activities. It is the basic guideline for the company's internal and external activities. It stipulates the rights and obligations of shareholders and establishes an internal management system, which is the basis for the company's internal management. At the same time, the company's articles of association are also an important legal document for the company to show its creditworthiness to third parties and for the counterparty to understand the company's organization and property status. The company's articles of association publicly declare the company's purpose, business scope, capital amount, and liability forms, etc., which provide investors, creditors, and third parties with the conditions and credit basis for economic interactions with the company, and facilitate the counterparties to understand the company's organization. and property status to facilitate economic exchanges between the company and third parties. How to understand the company's articles of association. The company's articles of association are the same as the "Company Law", and both parties have the responsibility to adjust the company's activities. This requires that the company's shareholders and sponsors must give careful consideration when formulating the company's articles of association, make the provisions clear and detailed, and avoid various interpretations. The Basic Concept of Company Articles of Association Company Articles of Association refers to the basic document formulated by the company in accordance with the law and stipulates the company's name, domicile, business scope, business management system and other major matters. Or it refers to the written document that is necessary for the company to stipulate the basic rules of the company's organization and activities. It is the unanimous expression of the shareholders' opinions in a written form that is fixed in writing. The company's articles of association are the basic guidelines for the company's organization and activities, and are the company's charter. The company's articles of association are the most important conditions and the most important document for the establishment of a company. The company's establishment process begins with the conclusion of the company's articles of association and ends with the establishment registration. Our country's Company Law clearly stipulates that entering into company articles of association is one of the conditions for establishing a company. The approval authority and registration authority must review the company's articles of association to decide whether to grant approval or registration. A company without articles of incorporation cannot be approved; a company without articles of incorporation cannot be registered. The company's articles of association are the basic legal document that determines the company's rights and obligations. Once approved by the relevant departments and approved by the company registration authority, the company's articles of association will have legal effect. The company enjoys various rights and assumes various obligations in accordance with the company's articles of association. Behaviors that comply with the company's articles of association are protected by national laws; for violations of the articles of association, relevant authorities have the right to intervene and punish them. The company's articles of association are the basic legal basis for the company's external business dealings. Since the company's articles of association stipulate the company's organizational and activity principles and detailed rules, including business purposes, property status, rights and obligations, etc., this provides investors, creditors and third parties with It provides conditions and credit basis for people to have economic exchanges with the company. All persons who interact with the company's economy in accordance with the company's articles of association can receive effective protection in accordance with the law. The Articles of Association are the norms of company and autonomy. The Articles of Association are the norms of autonomy of the company and are determined by the following contents. First, the company's articles of association, as a code of conduct, are not formulated by the state but by the company's shareholders in accordance with the company law. Company Law is the basis for the formulation of company articles of association. As a company law, it can only stipulate general issues of companies and cannot take into account the particularities of each company. The articles of association formulated by each company in accordance with the company law can reflect the company's personality and provide the company with a code of conduct. Second, the company's articles of association are an extra-legal code of conduct that is implemented by the company itself and does not require state enforcement to ensure implementation. When a violation of the company's articles of association occurs, the company will resolve it on its own as long as the behavior does not violate laws or regulations. Third, as the company's internal code of conduct, the company's articles of association are only valid for the company and relevant parties, and do not have universal validity. Correctly Understanding the Importance of the Company's Articles of Association In view of the above-mentioned functions of the Company's Articles of Association, the legal effect of the Company's Articles of Association must be strengthened. This is not only a need for company activities itself, but also a need for the healthy development of the market economy. The company's articles of association, like the Company Law, bear the same responsibility for regulating the company's activities. This requires that the company's shareholders and sponsors must give careful consideration when formulating the company's articles of association, make the provisions clear and detailed, and avoid various interpretations. The company registration authority must strictly control the company's articles of association and standardize them. From the perspective of national management, it must supervise the establishment of the company and ensure that the company can operate normally after its establishment.

Edit this paragraph. Matters that must be stated in the company's articles of association. Absolutely necessary items refer to indispensable matters that must be recorded in the articles of association. The absence of any one of them in the company's articles of association or the illegal recording of any one of them will lead to the invalidity of the entire articles of association. , the company laws of various countries have expressly stipulated the absolutely necessary items recorded in the articles of association, which are mainly the necessary provisions of the articles of association required by the nature of the company. Usually includes the company's name, domicile, company's purpose, registered capital, property responsibilities, etc. According to my country's company regulations, the articles of association of a limited liability company should specify the following matters: (1) The company's name and address; (2) The company's business scope; (3) The company's registered capital; (4) The name of the shareholder; (5) ) Rights and obligations of shareholders; (6) Shareholders’ capital contribution methods and amounts; (7) Conditions for shareholders to transfer capital contributions; (8) The company’s organization and its formation method, powers, and rules of procedure; (9) The company’s legal representative persons; (10) Reasons for dissolution and liquidation methods of the company, etc. The matters that should be recorded in the articles of association of a joint-stock company include: (1) Company name and domicile; (2) Company business scope; (3) Company establishment method; (4) Total number of company shares; (6) Rights and obligations of shareholders; ( 7) The composition, powers, term of office and rules of procedure of the board of directors; (8) The legal representative of the company; (9) The composition, powers, term of office and rules of procedure of the board of supervisors; (10) The company's profit distribution method; (11) The reasons for dissolution of the company and liquidation methods; (12) Company notification and announcement methods. The legal effect of the company's articles of association Once the company's articles of association take effect, they become legally binding. The corporate nature of the company's articles of association determines its effectiveness on the company and its shareholder members, and is binding on the company's directors, supervisors, and managers. Our country's "Company Law" stipulates: "To establish a company, a company's articles of association must be formulated in accordance with this law." The company's articles of association are binding on the company, shareholders, directors, supervisors, and managers. 1. The company's articles of association bind the company. The company's articles of association are the basic guidelines for the company's organization and behavior. The company must abide by and implement the company's articles of association. According to the company's articles of association, the company has obligations to its shareholders. Therefore, once a company infringes upon the rights and interests of shareholders, shareholders can file a lawsuit against the company in accordance with the company's articles of association. 2. The company's articles of association bind shareholders. The company's articles of association are the company's autonomous regulations. Every shareholder, whether he is a shareholder who participated in the formulation of the company's initial articles of association or a shareholder who later joins the company by subscribing or transferring company shares, is bound by the company's articles of association. The contract is binding and shareholders must abide by the provisions of the company's articles of association and have obligations to the company. If a shareholder breaches this obligation, the company may bring proceedings against him in accordance with the company's articles of association. However, it should be noted that shareholders are only bound by the company as shareholder members. If the shareholders have relations with the company in other capacities, the company cannot claim rights against the shareholders based on the company's articles of association. 3. The company's articles of association bind shareholders to each other. The company's articles of association are generally regarded as constituting a contractual relationship between shareholders and obligating shareholders to each other. Therefore, if the rights of one shareholder are due to another shareholder's violation of the provisions of the company's articles of association, If the personal obligations of a shareholder are violated, the shareholder may file a claim against the other shareholder in accordance with the company's articles of association. However, it should be noted that the basis for shareholders' rights claims should be the rights and obligations between shareholders stipulated in the company's articles of association, such as the preemptive right of shareholders of a limited liability company to transfer capital contributions, rather than the rights and obligations between shareholders and the company. If a shareholder violates his obligations to the company and the company's interests are harmed, other shareholders cannot directly make claims against the shareholder, but can only do so through the company or in the name of the company. 4. The company's articles of association bind the company's directors, supervisors, and managers. As senior managers of the company, directors, supervisors, and managers have fiduciary obligations towards the company. Therefore, if the company's directors, supervisors, and managers violate their duties stipulated in the company's articles of association, the company Litigation can be brought against it based on the company's articles of association. However, the law is inconclusive as to whether directors, supervisors and managers have direct fiduciary duties to shareholders. It is generally believed that the obligations of directors, etc. are to the company and not directly to shareholders. Therefore, under normal circumstances, shareholders cannot directly sue directors. However, while establishing the above general principles, national legislation or judicial precedents also recognize certain exceptions. When the interests of shareholders are directly harmed by a company director who intentionally or grossly negligently violates their duties in the company's articles of association, shareholders may make claims against the company's directors, supervisors, managers, etc. in accordance with the company's articles of association. The laws of some countries stipulate certain direct responsibilities of directors and shareholders. For example, Article 166(3) of the Japanese Commercial Code specifically stipulates the responsibilities of directors to third parties including shareholders; If the director performs his or her duties with malice or gross negligence, the director shall also be jointly and severally liable for damages to third parties. Our country's "Company Law" does not provide for directors' liability to third parties, nor does it provide for shareholders' representative actions. However, in order to meet the needs of overseas listing and coordinate with the relevant laws of the country where the overseas listing is made, the "Required Articles of Association of Companies Listed Overseas" stipulates the direct litigation rights of shareholders against directors in accordance with the company's articles of association.

Article 7 of the "Mandatory Provisions" also extends the effect of the company's articles of association to other company senior managers other than directors, supervisors, and managers, that is, the company's financial officer, board secretary, etc., stipulating: "The company's articles of association shall have It is binding on its shareholders, directors, supervisors, managers and other senior managers; the aforementioned persons may make claims related to company matters in accordance with the company's articles of association. Shareholders may sue the company's directors, supervisors, managers and other senior managers in accordance with the company's articles of association. Personnel. "Edit this paragraph under what circumstances to amend the company's articles of association. The company shall amend the articles of association under any of the following circumstances: (1) After the "Company Law" or relevant laws and administrative regulations are revised, the matters stipulated in the articles of association are inconsistent with the revised laws and regulations. Conflict with the provisions of administrative regulations; (2) The company's circumstances change and are inconsistent with the matters recorded in the articles of association; (3) The shareholders' meeting decides to amend the articles of association. How to change the company's articles of association. According to the provisions of my country's "Company Law", the modification of the company's articles of association should be carried out in accordance with the following procedures: 1. The company's board of directors shall propose a draft amendment to the articles of association based on the resolution of the company's board of directors to amend the company's articles of association. 2. The shareholders will vote on the amendments to the articles of association. Amending the articles of association of a limited liability company must be approved by shareholders representing more than two-thirds of the voting rights; amending the articles of association of a joint-stock company must be approved by more than two-thirds of the voting rights held by shareholders attending the general meeting of shareholders. 3. When the modification of the company's articles of association involves matters that require approval, it must be reported to the competent government authority for approval. If a joint-stock company issues new shares for registered capital, it must apply for approval from the provincial people's government, a department authorized by the State Council; if it is a public offering to the public, it must be approved by the securities management department of the State Council. 4. If the modification of the company's articles of association involves matters that require registration, it must be reported to the company registration authority for approval and the change registration shall be processed; if it does not involve registration matters, it shall be submitted to the company registration authority for filing. 5. If the modification of the company's articles of association involves matters that require announcement, the announcement shall be made in accordance with the law. If a company issues new shares and raises sufficient funds, it must make an announcement in accordance with the law or the company's articles of association. Instructions for using the sample articles of association 1. The sample articles of association are for reference only. The parties can make modifications according to the specific circumstances of the company, but the necessary provisions stipulated in laws and regulations cannot be deleted. The discussion methods and voting procedures of the company's organizational structure must be clearly stated in the articles of association. 2. The words in bold in the company's articles of association are indicative or optional clauses. When choosing, the parties should pay attention to the consistency of the previous and subsequent clauses. For example, in Chapter 5 of the selection of executive directors, the clauses regarding the board of directors should be deleted. In Chapter 6 of Selection of Supervisors, the provisions regarding the Board of Supervisors should be deleted. 3. After the parties formulate the company's articles of association based on the model articles of association, they should print them separately. Natural person shareholders need to sign them, legal person shareholders need to stamp them, and the legal representative or agent signs them. 4. According to Article 24 of the "Regulations of the People's Republic of China on Company Registration and Management", if the company's articles of association contain content that violates laws and administrative regulations, the company registration authority has the right to require the company to make corresponding changes.