Articles of association of the hottest Sino foreig

2022-08-17
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Articles of association of Chinese foreign contractual joint ventures

(reference format)

Chapter I General Provisions

Article 1 in accordance with the law of the people's Republic of China on Chinese foreign contractual joint ventures and relevant Chinese laws China company (hereinafter referred to as Party A) and China company (hereinafter referred to as Party B) signed a contract on the establishment of a cooperative operation Co., Ltd. (hereinafter referred to as the cooperative company) in China on, and formulated the articles of association on this basis

Article 2 the name of the joint venture company is: limited company

the name in foreign language is:

the legal address of the cooperative company is: No. Road, city, province

Article 3 the names of the parties The legal address is:

Party A: China company

No. Road, city, province, China

Party B:

Company, country

Article 4 the cooperative company is a limited company

Article 5 the cooperative company is a Chinese legal person and is governed and protected by Chinese law. All its activities must comply with Chinese laws, decrees and relevant regulations

Chapter II purpose and business scope

Article 6 the purpose of the cooperative company is to use advanced technology to produce and sell products to reach the level of and obtain satisfactory economic benefits from all users

(Note: each joint venture can write according to its own characteristics.)

Article 7 the business scope of the joint venture company is:

Article 8 the production scale of the joint venture company is:

Article 9 the joint venture company sells its products to the domestic and foreign markets, and the sales proportion is as follows:

year: exports account for% and domestic sales account for%

year: export accounts for% and domestic sales account for%

(Note: the sales channels and methods can be determined according to their respective conditions. If it is a non productive cooperative enterprise, there is no such clause.)

Chapter III total investment and registered capital

Article 10 the total investment of the joint venture company is RMB. The registered capital of the joint venture company is RMB

Article 11 Party A and Party B will display all the data information of the selected row of this group of experiments in the lower box. The cooperation conditions of the party are as follows:

Party A: (

Party B:

Article 12 each party to the cooperation shall pay their respective capital contributions within the time limit specified in the contract

Article 13 after each party has paid the amount of capital, the cooperative company will hire an accountant registered in China to verify the capital and issue a capital verification report, based on which the cooperative company will issue a capital contribution certificate. The main contents of the capital contribution certificate are: the name of the cooperative company, the date of establishment, the name of the partner and the amount of capital contribution, the date of capital contribution, the date of issuance of the capital contribution certificate, etc

Article 14 Any party's transfer of its capital contribution, whether in whole or in part, must be approved by the other party. When one party transfers, the other party has the preemptive right

Article 15 the increase and transfer of the registered capital of the joint venture company shall be unanimously approved by the board meeting and reported to the original examination and approval authority for approval, and the change registration procedures shall be handled with the original registration authority

Chapter IV board of directors

Article 16 the cooperative company shall set up a board of directors. The board of directors is the highest authority of the cooperative company

Article 17 the board of directors decides all major matters of the cooperative company, and its functions and powers are mainly as follows:

decide and approve important reports (such as production planning, annual business report, funds, loans, etc.) proposed by the general manager; Approve annual financial statements, revenue and expenditure budgets, and annual profit distribution plans

pass the important rules and regulations of the company

decide to set up branches

amend the articles of Association

discuss and decide whether the cooperative company will stop production, terminate or merge with other economic organizations

decide to employ senior staff such as general manager, deputy general manager, chief engineer, chief accountant and auditor

decide on the liquidation matters at the termination and expiration of the cooperative company

other major matters to be decided by the board of directors

Article 18 the board of directors is composed of directors, of whom Party A appoints and Party B appoints. The term of office of the directors is four years and can be reappointed

Article 19 the chairman of the board of directors shall be appointed by Party, and a vice chairman shall be appointed by Party

Article 20 when appointing and replacing directors, each party shall notify the board of directors in writing if there is little demand

Article 21 the regular meeting of the board of directors shall be held times a year. An interim meeting of the board of directors may be convened upon the proposal of more than one third of the directors

Article 22 in principle, the meeting of the board of directors shall be held at the location of the company

Article 23 the meeting of the board of directors shall be convened and presided over by the chairman. In the absence of the chairman, the chairman shall entrust the vice chairman or director to convene and preside over the meeting

Article 24 the chairman of the board of directors shall notify each director in writing 30 days before the meeting of the board of directors, stating the content, time and place of the meeting. [page]

Article 25 If a director is unable to attend the meeting of the board of directors for some reason, he may entrust a proxy in writing to attend the meeting of the board of directors. If he fails to attend or entrust another person to attend at that time, he shall be deemed to abstain

Article 26 the number of decision-makers attending the meeting of the board of directors is two-thirds of all directors. When the number is less than two-thirds, the resolution passed is invalid

Article 27 each meeting of the board of directors shall be made a detailed written record, which shall be signed by all the directors present. When the proxy is present, it shall be signed by the proxy. The record shall be written in Chinese and, and shall be filed by the company

Article 28 the following matters must be unanimously approved by the board of directors

(Note: each joint venture may decide according to its own situation that the project transition review of the multi specification and super thick pre stretched plate developed for COMAC has been completed)

Article 29 the following matters must be approved by more than two-thirds of the directors (or more than half of the directors) attending the board meeting

(Note: each joint venture can be determined according to its own situation)

Chapter V operation and management organization

Article 30 the joint venture company has an operation and management organization, which consists of production, technology, sales, finance, administration and other departments

Article 31 joint venture

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