公司章程英语翻译Articles of Association

Articles of Association Of Buyfun Co., Ltd. of Gaochun County

  • General Provisions
  • Registered Capital and Business Scope of the Company
  • Name and Domicile of the Shareholders
  • Capital Contribution Amouni and Method of the Shareholders
  • Rights and Obligations of the Shareholders
  • Shareholders’ Transfer of Contributed Capital and the Conditions of Transfer
  • Organizations of the Company and Their Establishment Methods. Powers and Proceedings
  • Finance and Accounting of the Company
  • Merger and Division of the Company
  • Dissolution and Liquidation of the Company
  • Supplementary Rules
  • General Provisions
  • The Articles of Association arc formulated pursuant to the Company Law of (he Peoples Republic of China,related national laws, administrative regulations and related policies of the People’s Government of Guangdong province.
  • The Company is registered with the Administrat沁n of Industry and Commerce of Gaochun County. The registered name is Buyfim Co., Ltd. The domicile of the Company is
  • The Company aims at caiTying out operation activities, vigorously utilizing and enhancing production capacity, increasing productivity and operation efficiency, realizing value maintenance and appreciation of assets and making greater contribution to development of social economy.
  • The Company is registered pursuant to law and is an enterprise legal person. The shareholders of the Company arc responsible to the Company to the limit of their capital contribution amount. The Company bears liabilities fbr its debts with all its assets. The Company carries out business independently with all its corporate properties and assumes sole responsibility fbr its profits or losses.

The Company shall carry out all its activities in compliance with national laws and regulations and within the registered business scope.

Legitimate rights and interests of the Company are protected by law and shall not be violated.

  • Registered Capital and Business Scope of the Company
  • The registered capital is RMB 3 million (SAY RMB THREE MILLION ONLY).
  • Business scope of the Company:

Chapter 3 Name and Domicile of the Shareholders

  • The Company altogether has two shareholders, including .

Chapter 4 Capital Contribution Amount and Method of the Shareholders

  • All registered capital of the Company is contributed by the shareholders voluntarily for the purpose of becoming a shareholder.
  • Capital contribution amount and method of the shareholders: Obama contributes in cash RMB 1.5 million (SAY ONE POINT FIVE MILLION ONLY) accounting for 50% of the registered c<ipital and Bush contributes in cash RMB 1.5 million (SAY ONE POINT FIVE MILLION ONLY) accounting fbr 50% of the registered capital.

Chapter 5 Rights and Obligations of the Shareholders

  • The shareholders enjoy the following rights:

(l)To elect or to be elected;

  • To receive bonus in proportion (o capital contributed and enjoy priority in subscribing fbr capital contribution when the Company increases registered capital;
  • To transfer and mortgage the shares held as provided;
  • To supervise business operation and financial management of the Company, put forward suggestions or enquiry, look up minutes of shareholders meeting and financial and accounting reports of the Company; and
  • To share the remaining properties in proportion to capital contribution after liquidation of the Company.
  • The shareholders shall perfbm^ the following obligations:
  • To fully pay the capital contribution subscribed by them respectively pursuant to the Articles of Associat 沁 n;
  • To bear debts of the Company to the limit of the amount of capital contribution subscribed by them respectively when the Company is liquidated;
  • Not to withdraw capital contributed once industrial and commercial registration of the Company is performed;
  • To comply with the Articles of Association and keep confidential secrets of the Company;
  • To support operation and management of the Company, put forward reasonable suggestions and promote business development of the Company; and

shall purchase the contributed capital to be transferred and failure to do so shall be deemed as consent to the transfer. Under the same conditions, the other shareholder enjoys priority in purchasing the contributed capital contribution to be transferred. The number of shareholders of the Company after such transfer of the contributed capital shall confbnn to law.

Article 13 The transferee must comply with the Articles of Association and related provisions.

Chapter 7

Organizations of the Company and Their Establishment Methods, Powers and Proceedings

  • Shareholders meeting of the Company is made up of both shareholders of the Company and is the Company’s supreme organization of authority.
  • The shareholder shall exercise the following powers:
  • To determine operation guideline and investment plan of the Company;
  • To elect and replace the directors and determine matters related to remuneration of the executive director;
  • To elect and replace the supervisor served by representatives of shareholders and dctcnninc matters related to remuneration of the supervisor;
  • To discuss and approve report of the executive director;
  • To discuss and approve report of the supen isor;
  • To discuss and approve report of the annual financial budget plan and final accounts plan of the Company;
  • To discuss and approve profit distribution plan and loss rccovciy plan of the Company;
  • To make resolution about increase or decrease of registered capital of the Company;
  • To make resolution for the shareholders to transfer contributed capital to persons other than shareholders;
  • To make resolution about merger, division, corporate form change, dissolution, liquidation and other matters of the Company; and
  • To amend the Articles of Association.
  • Proceedings and voting procedures of the shareholders meeting shall be determined

pursuant to the Articles of Association.

Resolutions of the Company about increase or decrease of registered capital, division, merger, dissolution, coiporatc fbnn change and amendment of the Articles of Association is subject to approval of the shareholders representing more than two thirds of voting rights.

The shareholders shall exercise voting rights on the shareholders meeting in proportion to their capital contribution.

  • Shareholders meetings are classified into regular shareholders meeting and extraordinary shareholders meeting. Regular shareholders meeting shall be held once every half year.

The first shareholders meeting shall be convened and presided over by the shareholder having contributed the most capital. The executive director or supervisor may propose convocation of an extraordinary shareholders meeting.

  • Whenever a shareholders meeting is held, both shareholders must be notified 15 days in advance. Minutes of the shareholders meeting shall be kept of the decisions about the matters discussed. Yheshareholders present at the meeting shall sign on the minutes of meeting.
  • The Company doesn’t establish the Board of Directors but appoints one executive director, who shall be a shareholder.

Article 2() The executive director is the legal representative of the Company and is appointed upon unanimous consent and recommendation of both shareholders.

  • The executive director is responsible to the shareholders meeting and exercises the following powers:
  • To convene shareholders meeting and report work to the shareholders meeting;
  • To implement resolutions of the shareholders meeting;
  • To determine operation plan and investment plan of the Company;
  • To formulate annual financial budget plan and final accounts plan of the Company;
  • To formulate profit distribution plan and loss recovery plan of the Company;
  • To formulate plan for increase or decrease of registered capital;
  • To draw up plan for merger, division, corporate form change and dissolution of the Company;
  • To determine establishment of internal management organizations of the Company;
  • To appoint Deputy Manager and the finance head and determine matters related to their remuneration; and
  • To formulate basic management rules of the Company.

Article 22 The executive director shall serve fbr a term of three years and may be reelected and reappointed upon expiration of the term of ofTice. Before expiration of the tenn of office, the shareholders meeting shall not remove the executive director without cause.

  • I he Company appoints the Manager, who shall be served by the shareholder Bush. The Manager is responsible to the shareholders meeting and shall exercise the following powers:
  • To preside over production, operation and management work of the Company and arrange for implementation of resolutions of the shareholders meeting;
  • To arrange tor implementation of annual operation plan and investment plan of the Company;
  • To draw up the plan fbr establishing internal management organizations of the Company;
  • To draw up basic management rules of the Company;
  • To formulate specific rules of the Company; and
  • Other powers granted by the Articles of Association and the shareholders meeting.
  • The executive director, the Manager and the supen-isor must abide by the following provisions while exercising their powers:
  • The director, the Manager and the supervisor shall comply with the Articles of Association, faithfully perform duties and safeguard interests of the Company and shall not obtain private gains by exploiting ihcir position and powers in the Company.

The director, the Manager and the supervisor shall not receive bribe or other illegal income by exploiting their powers and shall not encroach upon properties of the Company.

  • The director and the Manager shall not appropriate fund of the Company or lend fund of the Company to others.

The director and the Manager shall not deposit assets of the Company by opening an account in their own name or in the name of any other individual.

The director and the Manager shall not provide guarantee with assets of the Company lor debts of

the shareholders of the Company or other individuals.

  • The director and the Manager shall not, tor their own account or for others, carry out businesses similar to those of the Company served by them, and shall not carry out activities jeopardizing interests of the Company. Where the foregoing businesses or activities are carried out, all income shall belong to the Company.

Unless othenvise provided by the Articles of Association or consented by the shareholders, the director and the Manager shall not enter into contract or transaction with the Company.

  • Unless otherwise provided by law or consented by the shareholders meeting, the director, the Manager and the supervisor shall not disclose secrets of the Company.
  • The executive director, the Manager and the superx isor shall be liable fbr compensation if they violate the provisions of laws, administrative regulations or the Articles of Association in performing duties towards the Company and causes damage to the Company.
  • The Company appoints one director, who shall be elected by the shareholders meeting.
  • The supervisor shall exercise the following powers:

⑴ To inspect finance of the Company;

  • To supervise behaviors of the executive director and the Manager when they violate laws, regulations or the Articles of Association in performing duties towards the Company;
  • To require the executive director and the manager to make correction when their behaviors jeopardize interests of the Company; and
  • To propose convocation of extraordinary shareholders meeting.

Chapter 8 Finance and Accounting of the Company

Article 27 The Company shall formulate and improve the following financial and accounting rules:

(1) The Company shall upon expiration of each accounting year prepare financial and accounting reports, which shall be examined and verified and sent to each shareholder fbr review during the period from Januaiy I to January 15 of each year.

Financial and accounting reports shall include the following financial and accounting statements and affiliated detailed statements:

  • Balance sheet;
  • Income statement;
  • Statement of changes in financial position;
  • Financial situation statement; and
  • Statement of profit distribution.
  • The Company shall send the financial and accounting reports to each shareholder within the period provided by the Articles of Association.
  • When the Company distributes post-tax profits of the year, it shall draw 10% of the profits as statutory provident fund of the Company and draw 5%-10% of the profits as statutory public wclforc fund of the Company. Statutory provident fund needs not be drawn if its accumulated amount exceeds 50% of the registered capital of the Company.

Where statutory provident fund is insufficient to recover loss of the previous year, the Company shall first use profit of the year for recovering loss before drawing statutory provident fund and statutory public welfare fund pursuant lo the preceding paragraph.

After drawing statutory provident ftind from post-tax profit, the Company may draw surplus provident fund upon resolution of the shareholders meeting.

After recovering loss and drawing provident ftmd and statutory public welfare ftind, the Company may distribute the remaining profits in proportion to capital contributed by the shareholders.

Where the shareholders meeting violates provisions of the proceeding paragraph and distributes profits to the shareholders before recovering loss and drawing statutory provident fund and statutory public wcllarc fund, the profits thus distributed shall be returned to the Company.

  • Provident fund of the Company is used for recovering loss of the Company, expanding production and operation of the Company or increasing capital of the Company.
  • Statutory public welfiire fund drawn by the Company shall be used for collective welfare of the employees of the Company.
  • Except statutory accounting books, the Company shall not separately maintain accounting books.

The Company shall not deposit its assets by opening an account in the name of any individual.

  • Merger and Division of the Company
  • Merger or division of the Company is subject to resolution of the shareholders meeting of the Company.
  • The Company may be merged in two forms, i.e. merger by absorption and merger by consolidation.

In case of merger by absorption, the Company absorbs other companies and the absorbed companies are dissolved. In case of merger by consolidation, the Company merges with other companies and establishes a new company and the parties to the merger are dissolved. For merger of the Company, the parties to the merger shall execute a merger agreement and prepare balance sheet and list of properties. The Company shall notify the creditors within ten days after the merger resolution is made and at least make three public announcements on newspaper within 3() days. Within 30 days after receiving the notice or within 90 days after the first public announcement if they haven’t received notice, the creditors have the right to require the Company to discharge the debts or provide corresponding guarantee. The Company shall not be merged if it neither discharges the debts nor provides corresponding guarantee.

Where the Company is merged, the creditors rights and debts of the parties to merger shall be inherited by the company existing after merger or the newly established company.

  • Where the Company is divided, its properties shall be delivered accordingly.

Where the Company is divided, balance sheet and list of properties shall be prepared. The Company shall notify the creditors within ten days after the resolution of division is made and at lecist make three pubic announcements on newspaper within thirty days. Within 30 days after receiving the notice or within 90 days after the first public announcement if they haven’t received notice, the creditors have the rigln to require the Company to discharge the debts or provide corresponding guarantee. The Company shall not be divided if it neither discharges the debts nor provides corresponding guarantee.

The debts of the Company before division shall be borne by the companies after division in accordance with the concluded agreements.

  • Where the Company needs to decrease registered capital, balance sheet and list of properties must be prepared.

The Company shall notify the creditors within one day after making the resolution of decreasing registered capital and at least make three public announcements on newspaper within thirty days.

The registered capital of the Company after decrease shall not be lower than the statutory minimum limit.

  • Dissolution and Liquidation of the Company

Article 30 In any of the following circumstances, the Company may be dissolved:

  • The business period provided in the Articles of Association expires;
  • The shareholders meeting resolves that the Company be dissolved;
  • The Company needs to be dissolved due to merger or division of the Company; or
  • The Company needs to be dissolved due to natural disasters or force majeure events.

Article 31 Where the Company is dissolved, a liquidation group shall be established by the shareholders, related competent authorities and related professionals to carry out liquidation. Where liquidation group is not established to carry out liquidation within specified period, the creditors may apply with related personnel to establish the liquidation group to cany out liquidation.

The liquidation group shall exercise the following powers during the liquidation period:

  • To liquidate properties of the Company, respectively prepare balance sheet and list of properties and in the meantime make the liquidation plan and report the plan to the shareholders meeting for confirmation;
  • To notify or make public announcement to the creditors, notify the creditors within ten days after establishment of the liquidation group and at least make three public announcements on newspaper within 60 days;
  • To handle the Company’s pending businesses related to liquidation;
  • To dispose of the remaining properties after the Company discharges the debts; and
  • To participate in civil action on behalf of the Company.

Article 32 Where properties of the Company are sufYicient to discharge debts of the Company, they shall be respectively used for paying the liquidation expenses, salary of employees and labor insurance premiums, taxes in arrears and debts of the Company.

Article 33 After the Company is liquidated, the liquidation group shall make a liquidation report and submit the report to the shareholders meeting or related competent authorities for confirmation and to the company registration authority to apply fbr writing off registration of the Company and publicly announcing tennination of the Company.

Chapter 11 Supplementary Rules

  • The Articles of Association were formulated through consultation on the first shareholders meeting on October 10, 2009 and will take effect upon being signed (affixed with seal) by both shareholders.
  • The undersigned shareholders have ftilly understood and known all contents hereof and shall from the day of signing (affixing seal) ftilly comply with the Articles of Association.

Signature (seal) of lx)th shareholders: Obama, Bush

Buyfun Co., Ltd. (Common Seal)

Date:

 

(6) To bear default liabilities when they fail to contribute capital within subscription period or fail

to contribute capital in accordance with specified capital contribution amount.

Chapter 6 Shareholders Transfer of Contributed Capital and the Conditions of Transfer

Article 12 The shareholders may transfer all or part of their capital contribution to each other. When a shareholder transfers his or her capital contribution to persons other than a shareholder, consent of both shareholders must be obtained. The shareholder not consenting to the transfer

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