公司章程英文版-Company-Articles-of-Association.doc

公司章程英文版

Company Articles of Association

GuangZhou, China
Date: [      ], 2005

Table of Contents

Article 1 - Name of Company. 3
Article 2 - Name of Investor 3
Article 3- The Company. 3
Article 4- Purpose and Scope of Business of the Company. 4
Article 5- Total Amount of Investment and Registered Capital 5
Article 6- Encumbrance of Investment 6
Article 7- Board of Directors. 6
Article 8- Management Organisation. 9
Article 9- Labour Management 11
Article 10 -Trade Union. 13
Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13
Article 12 -Bank Accounts and Foreign Exchange. 14
Article 13 -Term... 15
Article 14 -Early Termination. 16
Article 15 -Liquidation. 17
Article 16 - Insurance. 18
Article 17 - Rules and Regulations. 18
Article 18 -Miscellaneous. 19

The present articles are hereby formulated by       . (hereinafter referred to as the “Investor”) in accordance with the Law of the People’s Republic of China (“PRC”) on Wholly Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in GuangZhou, PRC.
Article 1 - Name of Company

Name of the Company in English:    
Name of the Company in Chinese:    
Legal Address:                                 
Legal Representative:                          
Position:                                                                                               
Nationality:                                    
Article 2 - Name of Investor

Name of the Investor in English:       .
Legal Address:                                  
Legal Representative:                          
Position:                                                                            
Nationality:                                    

Article 3     - The Company

3.1       Legal Person

The Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC law.  All of the activities of the Company shall comply with applicable PRC laws and regulations.
3.2       Limited Liability Company

The Company shall be a limited liability company under the laws of the PRC.  The liability of the Investor for the losses, risks, liabilities and any other obligations whatsoever of the Company shall be limited to the registered capital of the Company. 
3.3       Date of Establishment

The date of the establishment of the Company shall be the date on which the Company is issued its Business License.
3.4       Branches

The Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the GuangZhou Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Examination and Approval Authority”). 

Article 4     - Purpose and Scope of Business of the Company

4.1       Purpose

The purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in GuangZhou and other cities in China by adopting advanced and appropriate technologies and scientific management methods and to bring satisfactory economic benefits to the investor. 

4.2             Business Scope

(The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.)

Article 5     - Total Amount of Investment and Registered Capital

5.1       Total Amount of Investment

The total amount of investment of the Company shall be.
5.2       Registered Capital

The registered capital of the Company shall be   .
5.3       Contribution to Registered Capital

Investor’s contribution to the registered capital of the Company shall be        in cash.  The registered capital of the Company shall be paid by the Investor in instalments.  Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date of Establishment.  The balance of the registered capital shall be fully paid with three (3) years after the Date of Establishment according to relevant Chinese laws and regulations. 

5.4       Investment Certificates

The Company shall retain at its expense a certified public accountant registered in China to verify the capital contribution by the Investor and issue a capital verification report.  The Company shall then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis of such report.

5.5       Differences between Total Amount of Investment and Registered Capital

The difference between the total amount of investment and registered capital of the Company may, pursuant to the decision of the Board in accordance with the business needs of the Company, be raised by the Company through loans from domestic and/or foreign financial institutions.
5.6       Changes of Registered Capital and Total Amount of Investment
Any changes in the registered capital and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authority for approval.  Upon receipt of such approval, the Company shall register the changes in the registered capital and/or total amount of investment with the original department of administration of industry and commerce.

Article 6     - Encumbrance of Investment

The Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanimous approval of the Board of Directors and the carrying out procedure to change registration with the original registration body. 
Article 7     - Board of Directors

7.1       Formation of Board
(a)       The date of issuance of the Company’s Business License shall be the date of the establishment of the Board of Directors (“Board”).
(b)       The Board of Directors shall be composed of three (3) Directors who shall be all appointed by the Investor.  The Directors shall each have a term of office of four (4) years, and each shall be eligible for consecutive terms of office upon reappointment by the Investor.  Any vacancy created in the Board of Directors shall be immediately filled by the Investor.  The Investor may at any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the remainder of the removed Director’s term.  The Investor will appoint the chairman of the board from among the Directors.
(c)       Subject to Article 15, the chairman of the Board shall be the legal representative of the Company and shall have the power to represent and act on behalf of the Company.  Whenever the chairman is unable or fails to discharge his duties,  the Director having served the longest on the Board shall represent the Company and perform the chairman’s duties. 

7.2       Powers of Board
(a)       The Board of Directors shall be the highest authority of the Company and shall have the right to make decisions on all matters of the Company. 
(b)       Resolutions involving the following matters shall be adopted only by the unanimous affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:
(i)        amendment of the Articles of Association;
(ii)       increase or assignment of registered capital or the total amount of investment;  
(iii)     merger of the Company with any other economic organisation; and
(iv)       termination, dissolution or liquidation of the Company, or filing for debtor relief or other related protection by or on behalf of the Company under the Chinese bankruptcy laws or analogous laws or regulations.
(c)       Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting: 

(i)        issuance of any guarantees for the payment obligations of any person or entity or the making of any other financing arrangements, the amount of which is more than RMB 1 million;
(ii)       mortgage, pledge or granting of a security interest or other types of liens in any building, office space or other fixed assets or capital equipment of the Company, the amount of which is more than RMB 1 million;
(iii)           loan and/or borrowing, the amount of which is more than RMB 1 million;

(iv)           rental agreements, the amount of which is more than RMB 1 million;

(v)              investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB 1 million;

(vi)           addition of items to or change of the scope of business of the Company;
(vii)    establishment of branch offices and/or subsidiaries;

(viii)   change of the legal address of the Company;
(ix)      distribution and payment of the Company’s profits;
(x)       appointment, suspension and dismissal of the general manager, deputy general manager and chief financial officer, as well as each of their scope of authority;
(xi)      approval of remuneration and benefits of the general manager, deputy general manager and chief financial officer under Article 8.1(b);
(xii)    approval of equity investment with the amount more than RMB 1 million by the Company ;

(xiii)   contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the enterprise expansion fund to be established under PRC law;
(xiv)   approval of the annual business plan and annual budget of the Company;
(xv)     approval of the annual auditing report of the Company; and
(xvi)   other matters the Board considers subject to its approval.
7.3       Meetings
(a)       The first Board meeting shall be held within sixty (60) days from the date of the issuance of the Business License.
(b)       The Board shall meet at least once a year.  Board meetings shall be held at the legal address of the Company unless otherwise determined by the Board of Directors.  Two-thirds of all of the Directors shall constitute a quorum for any Board meeting.  If at any properly convened meeting, no quorum is present, then the Board shall reconvene at the same time and place one week later unless otherwise notified by the chairman.
(c)       The chairman of the Board shall set the agenda of Board meetings and shall be responsible for convening and presiding over such meetings.
(d)       The chairman of the Board shall call an interim meeting of the Board under a request therefor from no fewer than one Director specifying the matters to be discussed, and shall notify all Directors in writing the agenda and subject of the meeting. 
(e)       The chairman of the Board shall send written notice to all Directors at least fourteen (14) days prior to any regular, seven (7) days in the case of an interim meeting to be held, stating the agenda, time and place of the meeting.  Such notice may, however, be waived by the unanimous consent of all Directors prior or at the meeting in person, by telephone or by proxy.  If notice is not waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and no more than twenty eight (28) days from the date of issuance of the notice in the case of a regular meeting, and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting.
(f)        Should a Director be unable to attend a Board meeting for any reason, he may appoint a proxy in writing by mail or facsimile or hand-delivery to be present and to vote at the meeting on his behalf.   A proxy may represent one or more Directors.  A proxy shall have the same rights and powers as the Director who appointed him.
(g)       Board resolutions may also be passed through a written circular vote via mail or facsimile exchange.  Such written resolutions shall be filed with the minutes of the Board and shall have the same force and effect as a vote taken by the Directors physically present at a meeting.
(h)       Board meetings may also be held by telephone or other electronic audio means such that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall constitute presence of such Director or his proxy in person at a meeting.
(i)        Directors shall serve as Directors without remuneration unless otherwise approved by the Board.  All reasonable costs, including round-trip airplane tickets and reasonable accommodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company.  Remuneration and other expenses of each Director unrelated to Company business shall not be borne by the Company.  If a Director also assumes a position as a manager or staff employee in the Company, he shall be compensated by the Company according to that position. 
(j)        Each Director shall have one vote.

7.4       Secretary

            Minutes of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy.  In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting.  The duties of the secretary shall include taking minutes of the meeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors.  Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Company’s head office.
Article 8     - Management Organisation
8.1       Management Organisation
(a)       The Board of Directors of the Company shall establish a management organisation, which shall be responsible to and under the leadership of the Board and in charge of the day-to-day operation and management of the Company.  Unless otherwise decided by the Board, the operation and management organisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the “Senior Corporate Officers”). 
(b)       The appointment of the Senior Corporate Officers and their remuneration and benefi