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1、外商独资企业章程(英文)Articles of Association for Solely Foreign-owned Enterprises(With Board of Directors)Chapter 1 General ProvisionsChapter 2 Objectives , Scope and Scale of Production and BusinessChapter 3 Total Investment Amount and the Registered CapitalChapter 4 Board of DirectorsChapter 5 Business Man
2、agement OfficeChapter 6 Taxation, Finance and Foreign Exchange ManagementChapter 7 Distribution of ProfitsChapter 8 Labor Management i 一， Chapter 9 Trade UnionChapter 10 InsuranceChapter 11 Duration, Dissolution and LiquidationChapter 12 Rules and RegulationsChapter 13 Supplementary ProvisionsChapte
3、r 1 General ProvisionsArticle 1In accordance with Lawof the People s Republic of China on Foreign -CapitalEnterprises and other relevant Chinese laws and regulations, Company Country intends to set up Co. Ltd. (hereinafter referred to as the Company), an exclusivelyforeign-owned enterprise, in Tianj
4、in Economic-Technological DevelopmentArea of the People s Republic of China. For this purpose, these Articlesof Association hereunder are worked 2The name of the Company in Chinese is .The name of the Company in English is .The legal address of the Company is at.？Article 3The investing party is a le
5、gal person registered with Country inaccordance with the laws of Country.The legal name of the investing party is ;Its legal address is ;Its legal representative: Name; Nationality ; Position. ？Article 8Article 4The organization form of the Company is a limited liability company. The investing party
6、 is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all of its assets. ？Article 5The Companyis under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decr
7、ees and relevant regulations and shall not damagethe public interests of China. hapter 2 Objectives ， Scope and Scale of Production and BusinessArticle 6The objective of the Company is to produce products, develop newproducts, and sharpen competitive edge in the world market in product quality and p
8、rice by adopting advanced and applicable technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company isThe production scale of the Company after being put into operation isA
9、rticle 9The proportion for export of the Company is . The Board ofDirectors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.Chapter 3 Total Investment Amount and the Registered Cap
10、italArticle 10The amount of total investment of the Company is ; theregistered capital is .Article 11The contribution methods of the Company are,cash ;kind equivalent of .Article 12The investing party shall contribute the registered capital with thefollowing method: (Note: choose one of them)1. Payi
11、ng off all the capital within six months upon the issuance of business license.2. The registered capital is paid in installments. Within threemonths upon the issuance of business license, of the firstinstallment shallbe paid, accounting for_%of its subscribed capital,and the rest part shall be paid
12、off in _ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exc hange rate of the People s Bank of China.The capital contribution in kind shall be
13、recognized as available on the day when the Company obtains the certificate of right.Article 13Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the v
14、erification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.A
15、rticle 14The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industr
16、y and commerce.Chapter 4 Board of DirectorsArticle 15The Companyshall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerningthe Company. The date of issuance of the approval certificate of the Company shall be the date of th
17、e establishment of the Board of Directors.Article 16The Board of Directors is composed of directors, with one chairpersonand vice-chairpersons. The members of the Board shall be appointedby the investing party. The term of office for the directors, chairpersonand vice-chairpersons is four years, and
18、 their term of office may be renewedif continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put iton file with the administrative department of industry and commerce.Article 17The chairperson of the Board is the leg
19、al representative of the Company.Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations.Article 18The Board of Directors shall convene at least one meeting ever
20、y year. The meeting shall be called and presided over by the chairperson of the Board.The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 19The Board meeting (including interim meeting) shall not be held withoutthe a
21、ttendance of more than two thirds of directors. Each director has one vote.Article 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other
22、person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right.Article 21Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues:1. modification of the Articles of Association of the Com
23、pany;2. termination or dissolution of the Company;3. readjustment of registered capital of the Company;4. split of the Company or merger with other economic organizations.5. issues which, according to the Board of Directors, must be unanimously passed by all directors.Other issues can be passed by t
24、he decisions of simple majority.？Article 22Each Board meeting shall have detailed minutes, which shall be signed byall the directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.Chapter 5 Business Management OfficeArticle 23The Company exercise
25、s general manager responsibility system under the leadership of the Board of Directors, with general managers and deputy general managers to be engaged by the Board of Directors.Article 24The general manager is directly responsible to the Board of Directors and shall carry out the various decisions
26、of the Board and organize and guide the overall production of the Company. The deputy general managers shall assist the general manager in his/her work. The terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors.Article 25Several department m
27、anagers may be appointed by the management office to be responsible for the work in various departments respectively, handlethe matters handed over by the general manager and deputy general managers and be responsible to them.Article 26The general manager, the deputy general managers and all the oth
28、er managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies.In case of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers, they can be dismissed at any time upon t
29、he decision of the Board meeting.Article 27The departments of the Companyand the setup of department structure shall be planned by the general manager and deputy general managers throughconsultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions o
30、ther than senior managers shall be determined by the general manager and the deputy general managers through consultation.Article 28In case of malpractice or serious dereliction of duty on the part of thesenior managers, the Board of Directors shall have the power to dismissthem at any time.Chapter 6 Taxation, Finance and Foreign Exchange ManagementArticle 29The Company shall pay various items of taxes in accordance with relevantChinese laws and stipulations on taxation.