Articles of Association of Wholly Foreign-Owned Enterprises

Articles of Association refer to the basic documents formulated by the company in accordance with the law and stipulate the company name, residence, business scope, business management system and other major matters. It is also the company's articles of association. It is a necessary written document that stipulates the basic rules of company organization and activities. The following is the articles of association of a wholly foreign-owned enterprise that I have carefully compiled. Everyone is welcome to learn from and refer to it. I hope it will be helpful to everyone.

Chapter 1 General Provisions

Article 1 According to the "Law of the People's Republic of China and Wholly Foreign-Owned Enterprises", the investor limited company (or Individual) decided to invest and establish a wholly foreign-owned limited company in _________. Implement independent accounting and be responsible for profits and losses.

Article 2 The name of the company is:

Chinese: _________

English: _________

Legal address: _________

Legal representative: _________

Article 3: Name of investor ________; legal address ________; legal representative ________.

Article 4 The company is a Chinese legal person and is governed and protected by Chinese laws. All its activities must abide by the laws and decrees of the People's Republic of China and the regulations and regulations of _________ city and comply with them. .

Chapter 2 Business Scope and Scale

Article 5 The company’s business scope ________. (Projects that are prohibited by laws, regulations and national foreign-invested industrial policies are not allowed to operate; projects that require special approval according to laws and regulations and are restricted by national foreign-invested industrial policies must not be operated before approval; projects that do not provide for special approval and are restricted by national foreign-invested industrial policies are not allowed to operate. If the foreign investment industrial policy does not restrict operations, it can independently choose business projects and carry out business activities)

Article 6 The production scale of the company: ________.

Chapter 3 Total Investment and Registered Capital

Article 7 The total investment of the company is _________RMB.

Article 8 The registered capital of the company is _________RMB.

Article 9 The company’s capital contribution method is _________.

Article 10 A company shall not reduce its registered capital during its operation period.

Article 11 Investor capital payment plan: The first installment of _________ yuan shall be paid within 3 months after the establishment of the company, and all registered capital shall be paid within _________ year. After the capital contribution is paid in full, the capital will be verified by an accounting firm and a capital verification report will be issued.

Article 12 When an investor increases capital, or the company absorbs investment from other parties, or uses part of the company’s own accumulation for reinvestment to expand the registered capital, it must be approved by the board of directors and submitted to the original source for approval. Agency approval.

Article 13 If a company wants to transfer capital, whether in whole or in part, it must obtain the written consent of the investor and the approval of the original approval authority.

Article 14 With the consent of the investor and the approval of the examination and approval authority, the Company may establish joint ventures or cooperative companies with other foreign economic organizations and establish branches elsewhere in the country.

Chapter 4 Board of Directors

Article 15 The date the company’s business license is issued shall be the date the company’s board of directors is established.

Article 16 The board of directors shall consist of _________ directors, including _________ appointed by Party A, _________ appointed by Party B, one chairman of the board, appointed by _________ party, and deputy director Long _________ name, designated by _________ party.

Article 17 The term of directors is _________ years. They may be re-appointed by the appointing party.

Article 18 The board of directors is the company’s highest authority and decides on all major matters of the company. The following matters must be decided unanimously by the directors attending the board meeting:

1. Modify the company's articles of association;

2. Dissolve the company;

3. Adjust the company’s registered capital;

4. One or several parties transfer their equity in the company;

5. One or several parties pledge their equity in the company to creditors;

6. Company merger or division;

7. Mortgage company assets.

Article 19 The chairman of the board of directors is the legal representative of the company. When the chairman of the board of directors is unable to perform his duties, he shall authorize others to perform them on his behalf. If the chairman of the board of directors fails to expressly authorize such duties, the vice chairman of the board of directors shall act on his behalf.

Article 20 The board of directors meeting shall be held at least once a year (annual meeting) at the company’s residence or other location designated by the board of directors. The chairman of the board shall convene and preside over the meeting. Upon the proposal of more than _________ (one-third of all directors) directors, the chairman of the board of directors shall convene an extraordinary meeting of the board of directors.

The notice convening a board of directors meeting shall include the time and place of the meeting, and the agenda, and shall be issued in writing to all directors 10 days before the meeting.

Meeting minutes are archived and saved.

Article 21 The annual meeting and extraordinary meeting of the board of directors must be attended by more than two-thirds of all directors (two-thirds of all directors). Each director shall have one vote.

Article 22 All parties are obliged to ensure that their appointed directors attend the annual meeting and extraordinary meetings of the board of directors. If a director is unable to attend a board meeting for any reason, he should issue a power of attorney entrusting another person to fund the meeting on his behalf.

Article 23 If the directors appointed by one or more parties do not attend the board meeting or entrust others to attend the meeting on their behalf, the board of directors will not be able to discuss laws, regulations and this contract (Articles of Association) within ________ days ), other parties (notifiers) may make resolutions to the directors who did not attend the board meeting and the party or parties who appointed them (notified parties) at the legal address (residence) of the method. Issue a written notice urging them to attend a board meeting within a specified date.

The urging notice mentioned in the preceding article of Article 24 shall be sent by double registered letter at least 60 days before the date of the meeting is determined, and it shall be indicated that the notice shall be notified within at least 45 days of the issuance of this notice. The person should respond in writing whether to attend the board meeting. If the notified person fails to respond within the time limit specified in the notice whether to attend the board meeting, it shall be deemed that the notified person has abstained from voting. After the notifying person receives the receipt of the double-registered letter, the director appointed by the notifying person may convene a special meeting of the board of directors, even if If the directors attending the special meeting of the board of directors do not reach the quorum to hold the meeting of the board of directors, effective resolutions on major issues or matters of the company can still be made with the unanimous approval of all directors attending the special meeting of the board of directors.

Article 25 Directors who do not serve in the company’s management organization shall not receive salary from the company.

All costs related to holding board meetings shall be borne by the company.

Chapter 5 Management Department

Article 26 The company shall establish several operating and management departments, which shall be approved by the directors.

Article 27 The company shall have one general manager and _________ deputy general managers. The general manager and deputy general managers shall be appointed by the board of directors.

Article 28 The company implements a general manager responsibility system under the leadership of the board of directors. The general manager is fully responsible to the board of directors, implements the resolutions of the board of directors, and presides over and leads the company's daily production, technology and operation management work.

The specific responsibilities of the general manager are as follows:

1. In accordance with the company's articles of association, implement various resolutions, regulations and a series of systems passed by the board of directors meeting, and organize the company's production and operation activities.

2． Organize the preparation of the company's development plan, annual business plan, various business objectives and profit targets, submit them to the Board of Directors for review, and be responsible for their execution and implementation after approval by the Board of Directors.

3． Preside over the formulation of the company's operating and management rules and regulations, draft financial systems, labor wage systems, employee attendance, reward and punishment systems, etc., and submit them to the board of directors for review and implementation after approval by the board of directors.

4． Propose the company's fund raising, annual budget, final accounts draft, infrastructure plan, etc. and submit them to the board of directors for review and approval. Supervise and control the company's financial revenue and expenditure.

5． According to the business objectives and annual business plan approved by the board of directors, organize the preparation of annual, quarterly and monthly production development and operation schedules and implement them, and be responsible for completing various technical and economic indicators proposed by the board of directors.

6． Propose structural ideas suitable for the company's management, submit them to the board of directors for review and approval, formulate responsibilities and regulations for subordinate departments, hire department managers, report to the board of directors for filing, and determine the wages, benefits, rewards and punishments of such personnel in accordance with relevant regulations adopted by the board of directors. promote.

7. Responsible for submitting annual work reports and other reports to the board of directors and accepting inquiries from directors.

8. Submit statistical reports as required by various competent authorities.

9． Responsible for other required operation and management work, fully handle the relevant normal business within the scope of authorization of the board of directors, issue various documents in the name of the company and handle other matters entrusted by the board of directors.

10. The deputy general manager assists the general manager in his work and assumes the duties of the general manager when the general manager is absent.

Article 29 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 the company by other economic organizations.

Article 30 If the general manager, deputy general manager or other senior staff request to resign, they shall submit a written report to the board of directors _________ days in advance. After discussion and approval by the board of directors, they can leave office only after the handover work is completed. If any of the above personnel engages in malpractice or serious dereliction of duty, or engages in activities that are detrimental to the interests of the company, they may be dismissed at any time upon resolution of the board of directors, and their financial responsibilities will be held accountable. The board of directors may also remove those who are found to be incompetent upon assessment by the board of directors.

Chapter 6 Financial Accounting

Article 31 The company’s financial accounting system shall comply with the sole proprietorship’s financial accounting system and the relevant regulations of the _________ municipal government, and shall be combined with the company’s `The actual situation is formulated.

Article 32 The company’s accounting year adopts the Gregorian calendar year system, with one accounting period starting from January 1st to December 31st of the same year.

Article 33 All the company’s vouchers, account books, and statements must be properly kept by designated personnel, and no one may alter or destroy them at will.

Article 34 The company adopts true accounting in different currencies, using RMB as the standard accounting currency. The conversion of foreign currencies into RMB is calculated based on the exchange rate announced by the State Administration of Foreign Exchange on the actual date of occurrence. The joint venture company adopts the right to Accounting using the accrual basis and the debit and credit accounting method.

Article 35 The company’s financial accounting method should record the following contents

1. All cash receipts and expenditures of the company.

2. Company-owned material sales, purchases and inventory status.

3． Company assets and conditions.

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

5． The company's investment, income, and liabilities in joint ventures or cooperation with other economic organizations.

Article 36 The company’s annual financial statements shall be reviewed by a Chinese registered accountant and submitted to the board of directors, investors, and the relevant _________ city departments each.

Article 37 The company’s board of directors or directors have the right to review the monthly, quarterly and annual accounting statements at any time. The investors have the right to hire auditors to review the company’s account books. The joint venture company shall provide convenience during the review.

Article 38 The company shall establish the depreciation life of fixed assets and the amortization life of start-up expenses in accordance with relevant Chinese regulations.

Article 39 The company shall open RMB and foreign currency accounts at banks approved by the Chinese government in _________ city.

Article 40 All foreign exchange matters of the company shall be handled in accordance with the "Regulations of the People's Republic of China and Foreign Exchange Administration" and the relevant regulations of _________ city.

Chapter 7 Profit Distribution

Article 41 The reserve fund, company development fund and employee incentive fund drawn by the company shall be drawn from the company’s profits after paying income tax in accordance with the law. , the withdrawal ratio is determined by the board of directors.

Article 42 The distribution plan for the remaining profits after the company pays income tax and withdraws various funds in accordance with the law shall be determined by the board of directors. Except as otherwise provided by unanimous consent of the board of directors.

Article 43 The company shall not distribute profits before making up for its losses in the previous fiscal year; undistributed profits in the previous fiscal year may be incorporated into the profits of this fiscal year before being distributed.

Article 44 The company’s after-tax profits or reserve funds and company development funds must be converted into expanded registered capital or reserve funds converted into expanded registered capital or investment in other economic organizations must be discussed by the board of directors and unanimously It can only be carried out after consent.

Chapter 8 Employees

Article 45 The employment, dismissal, resignation, wages, welfare and labor insurance, labor and labor discipline of company employees shall be subject to _________ It shall be handled in accordance with the relevant regulations of the relevant municipal departments and combined with the specific circumstances of the company.

Article 46: The company recruits employees in accordance with the regulations of _________ City. Employees must have a probation period for examination when entering the company. During the probation period, a probation contract must be concluded. Upon expiration of the probation period, they will be converted into formal employment. , a labor contract should be concluded, which should include wages, matters to be observed, signatures of both parties, etc.

Article 47 The company has the right to give warnings, demerits, and salary reductions to employees who violate the company's systems, labor disciplines, and matters stipulated in the labor contract. For serious cases, they may be dismissed, Dismissal and dismissal of employees shall be reported to the _________ Municipal Labor and Personnel Department for record.

Article 48 The company will stipulate matters such as employee welfare, bonuses, labor protection and labor insurance in various systems to ensure that employees can engage in production and work under normal conditions.

Article 49 The company’s remuneration shall, in principle, be formulated with reference to the current salary system of _________ city and the actual situation of the company. The specific plan shall be reviewed and determined by the board of directors.

Chapter 9 Liquidation upon Termination of Time

Article 50 The company’s operating period is _________ years, calculated from the date of issuance of the business license.

Article 51 If the company’s investors agree to extend the operating period, upon resolution by the board of directors, the company may submit a written application to the original approval authority six months before the expiration of the operating period. The extension can only be extended upon approval. Change registration procedures with the industrial and commercial administration department.

Article 52: When the company unanimously believes that terminating operations is in line with the greatest benefits, it may terminate operations early. The company's early termination of operations shall be decided by the board of directors at a meeting and submitted to the original approval authority for approval.

Article 53 When the company's operating period expires or its operations are terminated early, a liquidation committee shall be formed in accordance with the relevant laws, decrees and regulations of the People's Republic of China and the city of _________ to review the company's property. Make a liquidation.

Article 54 The task of the liquidation committee is to liquidate the property, claims and debts of the joint venture, prepare a balance sheet and property catalog, formulate a liquidation plan, and submit it to the board of directors for approval before executing the liquidation. During the liquidation period If necessary, the liquidation committee prosecutes on behalf of the company.

Article 55 Liquidation expenses and remuneration of the liquidation committee shall be paid first from the company’s existing assets.

Article 56 Liquidation Principles.

1. The company's assets should be revalued based on the degree of book depreciation and with reference to current prices.

2． After all the company's debts are paid off, the remaining property will belong to the investors or be distributed according to the distribution plan unanimously approved by the board of directors after discussion.

Article 57 After the liquidation is completed, the company shall submit a report to the original approval authority and cancel the procedures to the industrial and commercial administration department, hand over the business license, and make an announcement to the public at the same time.

Chapter 10 Rules and Regulations

Article 58 The company shall adopt rules and regulations reviewed and approved by the board of directors.

1. Operation and management system, including the authority and work procedures of the management department;

2. Employee Code of Conduct;

3. Labor wage system;

4. Employee attendance, promotion and reward and punishment system;

5. Employee welfare system;

6. Financial system;

7. Liquidation procedures when the company is dissolved;

8. Other necessary rules and regulations.

Chapter 11 Supplementary Provisions

Article 59 Modifications and additions to this Articles of Association must be unanimously approved by the Board of Directors meeting and submitted to the approval authority for approval.

Article 60 This Article of Association shall be written in Chinese, with one original copy.

Article 61 This Article of Association shall be approved and signed by the legal representative of the investment method, and shall be submitted to the government approval authority for approval before it becomes effective.

Investor (seal): _________

Legal representative (signature): _________

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