STANDARDIZED COMPANY ARTICLES OF ASSOCIATION (DRAFT: MAY 10, 2000)
STANDARDIZED COMPANY ARTICLES OF ASSOCIATION
TABLE OF CONTENTS
Chapter 1. General Provisions
Chapter 2. Purpo and Scope of Business
Chapter 3. Shares
Chapter 4. Shareholders and the General Meeting of Shareholders Chapter 5. Board of Directors
Chapter 6. General Manager
Chapter 7. Supervisory Board
Chapter 8. Financial Affairs, Accounting and Auditing
Chapter 9. Labor Management, Labor Union and Employee Benefits Chapter 10. Dispute Resolution
Chapter 11. Notification and Announcementleaveout
Chapter 12. Merger, Division, Dissolution and Liquidation
Chapter 13. Amendment of Articles of Association
onetwoChapter 14. Supplementary Provisions
CHAPTER 1. GENERAL PROVISIONS
Article 1
The Articles of Association are formulated according to the China Company Law, the Instruction regarding Articles of Association for Listed Companies, and other relevant regulations for the purpos of maintaining the legitimate benefit for the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.
Article 2
add upThis Company is a joint stock limited liability company established according to the Company Law and other relevant regulations.
The Company is established with the mode of incorporation by means of share offer, as approved by Decree No. ___ of 2000 of the State Economic and Trade Commission, and registered in the State Administration for Industry and Commerce so as to obtain a business licen.
Article 3
The Company initially issued _____ million RMB common shares to the public on __________, 2000 by the approval of the China Securities Regulatory Commission. Tho shares included _____ million domestic shares subscribed in RMB form issued to domestic investors. The Company was listed on the _________ Stock Exchange on
_____________, 2000.
(OPTIONAL (IF RELEVANT)- Tho shares also included ____ million foreign capital shares subscribed in foreign currency form issued to foreign investors and listed on the domestic stock exchange.)
Article 4
The name of the Company is:
________________________________________ (Chine)
________________________________________ (English)
Article 5abide
The domicile of the Company is:
No. ____, ___________ Road, _____________________________
Post Code: ____________________
Article 6
The registered capital of the Company is ______ billion RMB.
Article 7
The Company is a perpetual joint stock limited liability company.
Article 8
The Chairman of the Board of Directors is the legal reprentative of the Company. Article 9
The entire asts of the Company is divided into an equal number of shares. Each shareholder shall assume liability to the extent of his shareholding in the Company. The Company shall assume liability for its debt to the extent of its entire asts.学习数学的方法
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make yourlfArticle 10
From the date that it takes effect, the Articles of Association shall become a binding legal document to standardize the organization and behavior of the Company, and to t the rights and obligations between the Company and its shareholders and for the shareholders with each other.南宁美发
Article 11
Other superior/top managers referred to in the Articles of Association are the Secretary of the Board of Directors and the person in charge of financial affairs.
Article 12
The Company has the right to rai funds through various legal sources, including, but not limited to,
loans and the issuance of bonds. However, such funds may be raid only after preconditions are met which are t by relevant laws, administrative rules and regulations, and by the provisions of the Articles of Association. The Company also has the right to provide a guarantee to any third party.
Article 13focusframe
The Company is an independent legal person, all of who behavior shall abide by China laws and regulations and shall protect the legitimate interests and rights of shareholders. The Company shall be governed and protected by China laws,
administrative rules and other regulations issued by the Government.五月英语
Article 14
The Company may invest in other limited liability companies and joint stock limited liability companies. It shall assume liability in such cas to the extent of its investment in such companies.
The aggregate amount of such investments shall not exceed the limits t by Article 12 of the Company Law, that is 50% of net asts, and be related to the requirements for operation and mana
gement of the Company.
Article 15
The Company shall not be an unlimited liability shareholder of any other economic organization.
CHAPTER 2. PURPOSE AND SCOPE OF BUSINESS
Article 16
The purpo of the Company is to construct, develop and operate a high class road in a positive manner which has a large potential traffic volume and a stable revenue. The road shall improve the road network in its area of operation and for adjacent areas, and promote regional economic development. It shall satisfy its shareholders with a reasonable rate of return on their investment.
Article 17
The scope of business of the Company, as approved by the Registration Authority, is to invest in the development, construction and operation of a toll road, to repair vehicles, to lea vehicles and machinery equipment, and to provide consulting rvices. CHAPTER 3. SHARES
Section 1. Issuance of Shares
Article 18
The shares of the Company are in the form of stock.
Article 19
All shares issued by the Company are common shares.
