公司章程英文版CompanyArticlesofAssociation

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1、公司章程英文版 Company Articles of Association 公司章程英文版 Company Articles of Association GuangZhou, ChinaDate: , 2005 Table of Contents Article 1 - Name of Company. 3Article 2 - Name of Investor 3Article 3- The Company. 3Article 4- Purpose and Scope of Business of the Company. 4 Article 5- Total Amount of In

2、vestment and Registered Capital 5 Article 6- Encumbrance of Investment 6Article 7- Board of Directors. 6Article 8- Management Organisation. 9Article 9- Labour Management 11Article 10 -Trade Union. 13Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13 Article 12 -Bank Accounts and Fore

3、ign Exchange. 14Article 13 -Term. 15Article 14 -Early Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article 17 - Rules and Regulations. 18Article 18 -Miscellaneous. 19 The present articles are hereby formulated by . (hereinafter referred to as the “Investor”) in accordance with

4、 the Law of the Peoples Republic of China (“PRC”) on Wholly Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for theestablishment of the wholly foreign-owned enterprise (the “Company”) in GuangZhou, PRC. Article 1 - Name of Company Name of the Company in English:Name of t

5、he Company in Chinese:Legal Address:Legal Representative:Position:Nationality:Article 2 - Name of Investor Name of the Investor in English: .Legal Address:Legal Representative:Position:Nationality: Article 3 - The Company 3.1 Legal Person The Company shall be a legal person under the laws of the PRC

6、 subject to the protection and jurisdiction of PRC law. All of the activities of the Company shall comply with applicable PRC laws and regulations.3.2The Company shall be a limited liability company under the laws of the PRC. The liability of the Investor for the losses, risks, liabilities and any o

7、ther obligations whatsoever of the Company shall be limited to the registered capital of the Company.3.3The date of the establishment of the Company shall be the date on which the Company is issued its Business License.3.4The Company may establish branch offices and subsidiaries anywhere in the PRC

8、and abroad upon the approval of the Board of Directors and the GuangZhou Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Examination and Approval Authority”).Article 4 - Purpose and

9、Scope of Business of the Company 4.1 Purpose The purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in GuangZhou and other cities in China by adopting advanced and appropriate technologies and scientific management method

10、s and to bring satisfactory economic benefits to the investor. 4.2(The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.) Article 5 - Total Amount of Investment and Registered Capital 5.1 The total amount of investment of the Company

11、shall be.5.2The registered capital of the Company shall be .5.3Investors contribution to the registered capital of the Company shall be in cash. The registered capital of the Company shall be paid by the Investor in instalments. Fifteenpercent (15%) of the total amount of the registered capital shal

12、l be paid by the Investor within three (3) months after the Date of Establishment. The balance of the registered capital shall be fully paid with three (3) years after the Date of Establishment according to relevant Chinese laws and regulations. 5.4The Company shall retain at its expense a certified

13、 public accountant registered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis of such report. 5.5The difference between

14、 the total amount of investment and registered capital of the Company may, pursuant to the decision of the Board in accordance with the business needs of the Company, be raised by the Company through loans from domestic and/or foreign financial institutions.5.6 Any changes in the registered capital

15、and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, bytelephone or by proxy at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authority for approval. Upon r

16、eceipt of such approval, the Company shall register the changes in the registered capital and/or total amount of investment with the original department of administration of industry and commerce.Article 6 - Encumbrance of Investment The Investor shall have the right to assign, sell or otherwise dis

17、pose of all or any part of its registered capital in the Company upon the unanimous approval of the Board of Directors and the carrying out procedure to change registration with the original registration body. Article 7 - Board of Directors 7.1 (a) The date of issuance of the Companys Business Licen

18、se shall be the date of the establishment of the Board of Directors (“Board”).(b) The Board of Directors shall be composed of three (3) Directors who shall be all appointed by the Investor. The Directors shall each have a term of office of four (4) years, and each shall be eligible for consecutive t

19、erms of office upon reappointment by theInvestor. Any vacancy created in the Board of Directors shall be immediately filled by the Investor. The Investor may at any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the remainder of the removed Direc

20、tors term. The Investor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legal representative of the Company and shall have the power to represent and act on behalf of theCompany. Whenever the chairman is unable or fail

21、s to discharge his duties, the Director having served the longest on the Board shall represent the Company and perform the chairmans duties. 7.2 (a) The Board of Directors shall be the highest authority of the Company and shall have the right to make decisions on all matters of the Company.(b) Resol

22、utions involving the following matters shall be adopted only by the unanimous affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) amendment of the Articles of Association;(ii) increase or assignment of registered capital or the total amo

23、unt of investment; (iii) merger of the Company with any other economic organisation; and(iv) termination, dissolution or liquidation of the Company, or filing for debtor relief or other related protection by or on behalf of the Company under the Chinese bankruptcy laws or analogous laws or regulatio

24、ns.(c) Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting: (i) issuance of any guarantees for the payment obligations of any person or entity

25、 or the making of any other financing arrangements, the amount of which is more than RMB 1 million;(ii) mortgage, pledge or granting of a security interest or other types of liens in anybuilding, office space or other fixed assets or capital equipment of the Company, the amount of which is more than

26、 RMB 1 million;(iii) loan and/or borrowing, the amount of which is more than RMB 1 million;(iv) rental agreements, the amount of which is more than RMB 1 million; (v) investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB 1 million; (vi) addition of items

27、to or change of the scope of business of the Company; (vii) establishment of branch offices and/or subsidiaries; (viii) change of the legal address of the Company;(ix) distribution and payment of the Companys profits;(x) appointment, suspension and dismissal of the general manager, deputy general ma

28、nager and chief financial officer, as well as each of their scope of authority;(xi) approval of remuneration and benefits of the general manager, deputy general manager and chief financial officer under Article 8.1(b);(xii) approval of equity investment with the amount more than RMB 1 million by the

29、 Company ; (xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the enterprise expansion fund to be established under PRC law;(xiv) approval of the annual business plan and annual budget of the Company;(xv) approval of the annual auditing report of the

30、Company; and(xvi) other matters the Board considers subject to its approval.7.3 (a) The first Board meeting shall be held within sixty (60) days from the date of the issuance of the Business License.(b) The Board shall meet at least once a year. Board meetings shall be held at the legal address of t

31、he Company unless otherwise determined by the Board of Directors. Two-thirds of all of the Directors shall constitute a quorum for any Board meeting. If at any properly convened meeting, no quorum is present, then the Board shall reconvene at the same time and place one week later unless otherwise n

32、otified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings and shall be responsible for convening and presiding over such meetings.(d) The chairman of the Board shall call an interim meeting of the Board under a request therefor from no fewer than one Director speci

33、fying the matters to be discussed, and shall notify all Directors in writing the agenda and subject of the meeting.(e) The chairman of the Board shall send written notice to all Directors at least fourteen(14) days prior to any regular, seven (7) days in the case of an interim meeting to be held, st

34、ating the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all Directors prior or at the meeting in person, by telephone or by proxy. If notice is not waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and

35、no more than twenty eight (28) days from the date of issuance ofthe notice in the case of a regular meeting, and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting. (f) Should a Director be unable to attend a Boar

36、d meeting for any reason, he may appoint a proxy in writing by mail or facsimile or hand-delivery to be present and to vote at the meeting on his behalf. A proxy may represent one or more Directors. A proxy shall have the same rights and powers as the Director who appointed him.(g) Board resolutions

37、 may also be passed through a written circular vote via mail orfacsimile exchange. Such written resolutions shall be filed with the minutes of the Board and shall have the same force and effect as a vote taken by the Directors physically present at a meeting.(h) Board meetings may also be held by te

38、lephone or other electronic audio means such that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall constitute presence of such Director or his proxy in person at a meeting.(i) Directors shall serve as Directors without remunerati

39、on unless otherwise approved by the Board. All reasonable costs, including round-trip airplane tickets and reasonableaccommodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by theCompany. Remuneration

40、and other expenses of each Director unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a manager or staff employee in the Company, he shall be compensated by the Company according to that position.(j) Each Director shall have one vote. 7.4Minute

41、s of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the smooth conduc

42、t of Board business, the chairman or, in the chairmans absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. The duties of the secretary shall include taking minutes of the meeting, translating or arranging for the translati

43、on of documents, anddelivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Companys head office.Article 8 - Management Organisation8.1(a) The Board of Directors of th

44、e Company shall establish a management organisation, which shall be responsible to and under the leadership of the Board and in charge of the day-to-day operation and management of the Company. Unless otherwise decided by the Board, the operation and management organisation shall be made of one gene

45、ral manager, one deputy general manager and one chief financial officer (collectively, the “Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be approved by a majority affirmative vote of the Directors present at a meeting of t

46、he Board in person, by telephone or by proxy.(c) The term of office for the Senior Corporate Officers shall be four years, which terms may be renewed.(d) If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is removed from office by the Board of Directors, the Board

47、 shall appoint a replacement. (e) The Board of Directors may remove any Senior Corporate Officer at any time,notwithstanding any employment or service contract between the Company and such Senior Corporate Officer but without prejudice to the Senior Corporate Officers compensation for termination (i

48、f any).(f) The chairman of the Board of Directors and other Directors may concurrently serve as a Senior Corporate Officer as well as any other officer of the Company.8.2 (a) The Board of Directors shall have the power by majority decision to determine, qualify, and change in any way the power, resp

49、onsibility and authority of the Senior Corporate Officers. The Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition.(b) Subject to any qualifications and limitations as may be set by the Board from time to time, the general manager shall be responsi

50、ble for the daily management and operation of the Company; the deputy general manager shall, under the leadership of the general manager, assist the general manager in the daily management and operation of the Company; and the chief financial officer shall, under the leadership of the general manage

51、r, be responsible for the financial and accounting matters of the Company.(c) The general manager shall prepare the annual business plan and budget for each year for Board approval. Unless the Board shall decide otherwise, the general manager shall submit each years business plan and budget to the B

52、oard for approval no later than two months prior to the commencement of the fiscal year.8.3(a) No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, any other person, company, unit, entity or organisation or participate in anyactivities conducted by such per

53、son, company, entity, unit or organisation which may, directly or indirectly, conflict or compete with the interest or business of the Company or the Investor Group in China, and for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidiaries, its ho

54、lding companies, and subsidiaries of its holding companies.(b) All other management personnel of the Company shall be forbidden fromconcurrently serving for or working at any other company, unit, entity or organisation whatsoever unless authorized by the general manager and approved or ratified by t

55、he Board. Any personnel in violation of such prohibition shall be subject to immediate dismissal by the general manager unless the Board shall decide otherwise. 8.4Any Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in connection with the Co

56、mpanys business, acts in violation of any Board decisions or laws, acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause shall be dismissed by the Board of Directors without any compensat

57、ion. Upon such dismissal, the Board shall immediately appoint a replacement. Any other management personnel who engage in such improper activities shall be immediately dismissed by the general manager.Article 9 - Labour Management 9.1The Company shall be entitled to full enterprise autonomy granted

58、to foreign investment enterprises and shall have complete authority over the hiring and dismissal of itsemployees. The recruitment, employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insurance, welfare benefits and other matters shall be hand

59、led in accordance with the relevant PRC laws.9.2The Company shall conclude individual employment contracts with staff and workersdirectly. The Company shall file such contracts with the Labour Department for the record.9.3The labour plan, including the number of employees of the Company and the job

60、descriptions, shall be prepared and determined by the general manager. The employees of the Companyshall be required to strictly observe the rules and regulations of the Company. The Company shall recruit and employ only such number of employees as is necessary for itsoperations. Increase or decreas

61、e in the total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require the approval of the general manager.9.4 (a) Matters such as employment, dismissal, resignation, wages, insurance, welfarebenefits, reward a

62、nd discipline of staff and workers of the Company as well as title to and the right to apply for copyright protection, patent protection and other rights regarding inventions and works of authorship in the course of employment shall be set by decision of the Board and stipulated in the labour and pe

63、rsonnel policies of the Company and the labour contracts between the Company and the employees.(b) The initial labour and personnel policies of the Company shall be prepared by the general manager for approval by the Board. These policies shall be consistent with applicable laws and regulations of China.(c) The general manager shall implement hiring policies whereby all PRC employees of the Company shall be selected on the basis of examination and shall have the mostcompetitive merits and qualifications. In this regard, upon the receipt of necessary approvals, t