Articles of Association for Solely Foreign-owned Enterprises

 

 

 

 

 

 

 

 

Chapter 1         General Provisions

 

 

Chapter 2         Objectives， Scope and Scale of Production and Business

 

 

Chapter 3         Total Investment Amount and the Registered Capital

 

 

Chapter 4         Board of Directors

 

 

Chapter 5         Business Management Office

 

 

Chapter 6         Taxation, Finance and Foreign Exchange Management

 

 

 

 

 

 

 

 

Chapter 1   General Provisions

 

 

 

 

 

Article 1

 

 

In accordance with Law of the People's Republic of China on Foreign-Capital Enterprises and other relevant Chinese laws and regulations, __________ Company ________ Country intends to set up _______________ Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, in Tianjin Economic-Technological Development Area of the People's Republic of China. For this purpose, these Articles of Association hereunder are worked out.

 

 

 

 

 

Article 2

 

 

The name of the Company in Chinese is ____________________.

 

 

The name of the Company in English is _____________________.

 

 

The legal address of the Company is at _______________________.

 

 

 

 

 

Article 3

 

 

The investing party is a legal person registered with _______ Country in accordance with the laws of ________ Country.

 

 

The legal name of the investing party is _____________________________;

 

 

Its legal address is __________________________ ___________________;

 

 

Its legal representative: Name _________; Nationality __________; Position ___________.

 

 

 

 

 

Article 4

 

 

The organization form of the Company is a limited liability company. The investing party 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 5

 

 

The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.

 

 

 

 

 

Chapter 2   Objectives， Scope and Scale of Production and Business

 

 

 

 

 

Article 6

 

 

The objective of the Company is to produce _______ products, develop new products, and sharpen competitive edge in the world market in product quality and price 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 7

 

 

The business scope of the Company is ______________________________.

 

 

 

 

 

Article 8

 

 

The production scale of the Company after being put into operation is _____________.

 

 

 

 

 

Article 9

 

 

The proportion for export of the Company is _________. The Board of Directors 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 Capital

 

 

 

 

 

Article 10

 

 

The amount of total investment of the Company is ______________; the registered capital is ______________.

 

 

 

 

 

Article 11

 

 

The contribution methods of the Company are,

 

 

cash _____________________;

 

 

kind equivalent of ___________.

 

 

 

 

 

Article 12

 

 

The investing party shall contribute the registered capital with the following method: (Note: choose one of them)

 

 

1.  Paying off all the capital within six months upon the issuance of business license.

 

 

2.  The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid 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 exchange rate of the People's Bank of China.

 

 

The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.

 

 

 

 

 

Article 13

 

 

Within 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 verification 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.

 

 

 

 

 

Article 14

 

 

The 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 industry and commerce.

 

 

 

 

 

Chapter 4   Board of Directors

 

 

 

 

 

Article 15

 

 

The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.

 

 

 

 

 

Article 16

 

 

The Board of Directors is composed of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce.

 

 

 

 

 

Article 17

 

 

The chairperson of the Board is the legal 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 18

 

 

The Board of Directors shall convene at least one meeting every 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 19

 

 

The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.

 

 

 

 

 

Article 20

 

 

In 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 person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right.

 

 

 

 

 

Article 21

 

 

Unanimous 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 Company;

 

 

2. termination or dissolution of the Company;

 

 

3. readjustment of registered capital of the Company;