The copywriter sent a new model of the company's articles of association, focusing on technology and trade.

Model articles of association

Chapter I General Provisions

Article 1 In order to regulate the company's behavior and protect the legitimate rights and interests of shareholders, the Articles of Association is formulated in accordance with the Company Law of People's Republic of China (PRC) and relevant laws and regulations, and in combination with the actual situation of the company.

Article 2 Company name:

Company domicile:

Article 3 The Company is established by joint investment of XXX, XXX, XXX and XXX.

Article 4 The company shall be registered in the administrative department for industry and commerce according to law and obtain the qualification of enterprise legal person. The operating period of the company is years. (subject to the approval of the registration authority).

Article 5 The company is a limited liability company, which carries out independent accounting, operates independently and is responsible for its own profits and losses. Shareholders are liable to the company to the extent of their capital contribution, and the company is liable to the debts of the company with all its assets.

Article 6 The company shall abide by national laws, regulations and the Articles of Association, safeguard national interests and social interests, and accept the supervision of relevant government departments.

Article 7 The company's purpose: ×× year × month × day × month × day × month × day × month × day × month × day × month × month × day × month × day × month × day × month × day × month × day × month × month × day × month × day × month × day × month × day × month × day × month × day × month × month × day × month × day × month ×

Chapter II Scope of Business

Article 8 Business scope: ×× year × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × day × month × month × day × month × day × month × month × day × month × day × month × day × month × day × month × month × day × month × month × day × month ×

(subject to the approval of the registration authority).

Chapter III Registered Capital and Mode of Contribution

Article 9 The registered capital of the company is RMB 1 10,000 yuan.

Article 10 The mode and amount of contribution of each shareholder of the Company are as follows:

( 1) ××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××

(2) ××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××

(3) ××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××

Article 11 Shareholders shall pay their respective subscribed capital contributions in full. After all the capital contributions are made by shareholders, they must be verified by a statutory capital verification institution and issue a certificate. Non-monetary capital contribution shall be appraised by a statutory appraisal institution, and its capital contribution value shall be confirmed by the shareholders' meeting. According to the Interim Provisions on the Administration of Registration of Registered Capital of Companies, the company shall go through the formalities of property right transfer within months after registration and report it to the company registration authority for the record.

Chapter IV Shareholders and Shareholders' General Meeting

Article 12 Shareholders are investors of the company and enjoy the following rights:

(a) enjoy the right to vote according to the share of capital contribution;

(2) Having the right to vote and be elected as directors and supervisors;

(3) Have the right to consult the minutes of the shareholders' meeting and financial and accounting reports;

(4) Distributing dividends in accordance with laws, regulations and the articles of association;

(5) Transferring the capital contribution according to law and giving priority to purchasing the capital contribution transferred by other shareholders of the company;

(6) Give priority to subscribe for the newly-increased registered capital of the company;

(7) After the termination of the company, distribute the remaining property of the company according to law.

Article 13 Shareholders shall undertake the following obligations:

(1) Paying the subscribed capital contribution;

(2) Undertaking the debts of the company according to the subscribed capital contribution;

(three) the company shall not withdraw its capital contribution after handling the industrial and commercial registration;

(4) Abide by the articles of association.

Article 14 The shareholders' meeting of the company is composed of all shareholders and is the authority of the company.

Article 15 The shareholders' meeting shall exercise the following functions and powers:

(1) To decide on the company's business policy and investment plan;

(2) Electing and replacing directors and deciding on the remuneration of directors;

(3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors;

(4) Examining and approving the report of the board of directors;

(5) Examining and approving the reports of the board of supervisors or supervisors;

(VI) To examine and approve the annual financial budget and final accounts of the Company;

(VII) To examine and approve the company's profit distribution plan and loss recovery plan;

(VIII) To make resolutions on the increase or decrease of the registered capital of the company;

(9) To make resolutions on the issuance of corporate bonds.

(10) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;

(eleven) to make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;

(12) Amending the Articles of Association.

Article 16 The shareholders' meeting shall be held once a year. When a major problem occurs in the company, shareholders representing more than one quarter of the voting rights and more than one third of the directors or supervisors may propose to convene an interim meeting.

Article 17 The shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it.

Article 18 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution. General resolutions must be passed by shareholders representing more than half of the voting rights. Resolutions on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form, and amendment of the Articles of Association of the Company must be passed by shareholders representing more than two thirds of the voting rights.

Article 19 All shareholders shall be notified 05 days before the general meeting of shareholders is held. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.

Chapter V Board of Directors

Article 20 A company shall have a board of directors, which is the operating organization of the company. The board of directors is elected by the general meeting of shareholders, with three to thirteen members (odd number).

Article 21 The board of directors shall have a chairman, and the vice chairman, chairman and vice chairman shall be elected by all directors of the board of directors. The chairman is the legal representative of the company.

Article 22 The board of directors shall exercise the following functions and powers:

(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;

(2) Implementing the resolutions of the shareholders' meeting.

(3) To decide on the company's business plan and investment plan;

(4) To formulate the company's annual financial budget and final accounts;

(five) to formulate the company's profit distribution plan and loss compensation plan;

(6) To formulate plans for increasing or decreasing the registered capital of the company;

(7) To draft plans for merger, division, change of corporate form and dissolution of the company;

(VIII) Deciding on the establishment of the company's internal management organization;

(9) To appoint or dismiss the manager of the company, to appoint or dismiss the deputy manager and financial officer of the company according to the nomination of the manager, and to decide on their remuneration;

(X) To formulate the basic management system of the company.

Article 23 The term of office of a director shall be years (no longer than 3 years). Upon expiration of the term of office, directors may be re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.

Article 24 The meeting of the board of directors shall be held once every six months, and all directors shall attend. When convening a board meeting, all directors shall be notified ten days before the meeting. If the directors are unable to attend for some reason, the directors or shareholders may issue a power of attorney to entrust others to attend. More than one third of the directors may propose to convene an interim meeting of the board of directors.

Article 25 The meeting of the board of directors shall be convened and presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, the chairman shall designate the vice chairman or other directors to convene and preside over the meeting.

Article 26 Matters agreed by the board of directors can only be made with the consent of more than half of the directors. However, the resolutions in Items (3), (8) and (9) of Article 22 of the Articles of Association require the consent of more than two thirds of the directors.

Article 27 The board of directors shall keep minutes of the matters discussed, and the directors or agents present at the meeting shall sign the minutes.

Article 28 The Company shall have a manager, who shall be responsible to the board of directors and exercise the following powers:

(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;

(2) Organizing the implementation of the company's annual business plan and investment plan;

(3) To formulate plans for the establishment of the company's internal management organization;

(4) To formulate the basic management system of the company;

(5) To formulate specific rules of the company;

(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;

(seven) to appoint or dismiss the responsible management personnel other than those who should be appointed or dismissed by the board of directors;

(eight) the articles of association and other powers granted by the board of directors. The manager attended the board meeting.

Chapter VI Board of Supervisors

Article 29 The Company shall set up a board of supervisors, which is the internal supervision organization of the Company and consists of shareholders' representatives and employees' representatives in an appropriate proportion.

Article 30 The Board of Supervisors consists of 3 supervisors (not less than 3, odd number), among whom the employee representatives are. The term of office of the supervisor is three years. Shareholders' representatives in the board of supervisors are elected by the shareholders' meeting, and employees' representatives are democratically elected by the employees of the company. Upon expiration of the term of office, a supervisor may be re-elected.

Article 31 The board of supervisors shall have a convener, who shall be elected and removed by more than two thirds of all supervisors.

Article 32 The Board of Supervisors shall exercise the following functions and powers:

(a) to check the company's finances;

(2) To supervise the acts of executive directors and managers who violate laws, regulations or the articles of association when performing their duties;

(3) To require directors and managers to correct their actions when they harm the interests of the company;

(4) proposing to convene an extraordinary general meeting of shareholders.

Supervisors attend board meetings as nonvoting delegates.

Article 33 The agreed matters made by the supervisors must be agreed by more than two thirds of the supervisors.

Chapter VII Conditions for Shareholders to Transfer their Capital Contribution

Article 34 Shareholders may transfer all or part of their capital contributions to each other without the consent of the shareholders' general meeting, but they shall notify each other.

Article 35 Conditions for a shareholder to transfer his capital contribution to a person other than a shareholder:

① More than half of the shareholders (contributors) must agree;

② Shareholders who disagree with the transfer shall purchase the transferred capital contribution; If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer;

③ Under the same conditions, other shareholders have the preemptive right.

Chapter VIII Financial Accounting System

Article 36 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council.

Article 37 The company shall prepare financial and accounting reports at the end of each fiscal year, and submit them to all shareholders of the company within 15 days after the completion of the preparation.

Article 38 When distributing the after-tax profits of the current year, the company shall allocate 10% of the profits to the company's statutory common reserve fund, and allocate 5% to 10% to the company's statutory public welfare fund. When the company's statutory common reserve reaches more than 50% of the company's registered capital, it may not be withdrawn. However, when the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital.

Article 39 If the company's statutory reserve fund is insufficient to make up for the company's losses in previous years, the profits of the current year shall be used to make up for the losses before the statutory reserve fund and statutory public welfare fund are withdrawn in accordance with the provisions of the preceding article.

Article 40 The remaining profits of the company after making up the losses and withdrawing the statutory reserve fund and statutory public welfare fund shall be distributed according to the proportion of shareholders' capital contribution.

Chapter IX Measures for Dissolution and Liquidation of the Company

Article 41 A company shall be dissolved under any of the following circumstances:

(1) The term of operation expires;

(2) The shareholders' meeting resolves to dissolve.

(3) The company needs to be dissolved due to merger or division;

(four) in violation of national laws and administrative regulations, it is ordered to close down according to law;

(five) other legal reasons need to be dissolved.

Article 42 If the company is dissolved due to the provisions of items (1) and (2) of the preceding article, a liquidation group shall be established within 15 days, and the shareholders shall determine the candidates for the liquidation group; In case of dissolution in accordance with the provisions of items (4) and (5) of the preceding article, the relevant competent authorities shall organize relevant personnel to set up a liquidation group to carry out liquidation.

Article 43 The liquidation group shall carry out liquidation in accordance with the national laws and administrative regulations, comprehensively clean up the company's property, creditor's rights and debts, prepare the balance sheet and property list, formulate the liquidation plan, and report it to the shareholders' meeting or relevant competent authorities for confirmation.

Article 44 After the liquidation, the liquidation group shall prepare a liquidation report, a statement of income and expenditure during the liquidation period and various financial account books, which shall be verified by a certified public accountant or a certified auditor and submitted to the shareholders' meeting or the relevant competent authority for confirmation, and then apply to the original industrial and commercial registration authority for cancellation of registration. After approval, the company shall announce the termination.

Chapter X Supplementary Provisions

Article 45 The Articles of Association shall come into effect after being signed and sealed by shareholders.

Article 46 When amending the Articles of Association, the amendment or amendment of the Articles of Association shall be submitted and signed by the shareholders, and shall take effect after the company is registered.

Article 47 The Articles of Association shall be signed by all shareholders of Jinhua City.

×××××××××× (seal) Signature of representative

×××××××××× (seal) Signature of representative

×××××××××× (seal) Signature of representative

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