Limited By Share Ltd Charter

This model is designed according to the general provisions of the company law and the general conditions of the stock company. It is for reference only. When drafting the articles of association, please make corresponding modifications according to the company's own conditions.

XXXX Limited by Share Ltd statute [reference format, for reference only]

Catalog

general provisions

The second chapter is about the purpose and scope of business.

Third chapter stock

Section 1 issue of shares

The second section is to increase or decrease shares and repurchase shares.

The third section pfer of shares

The fourth chapter shareholders and shareholders' meeting

Section 1 shareholders

Second shareholders' meeting

Third shareholders' meeting proposal

The fourth resolution of shareholders' meeting

The fifth chapter is the board of directors.

Section 1 directors

The second session of the board of directors

The third secretary of the board of directors

The sixth chapter is general manager.

The seventh chapter is the board of supervisors.

Section one supervisor

The second section of the board of supervisors

The third section of the board of supervisors resolution

The eighth chapter is finance, accounting and auditing.

Section 1 financial and accounting systems

The second section of internal audit

The third section is the accounting firm's appointment.

Ninth chapter notice

The tenth chapter is merger, division, dissolution and liquidation.

Section 1 merger or division

The second section is dissolution and liquidation.

The eleventh chapter is to amend the constitution.

Twelfth chapter supplementary provisions

general provisions

First, in order to safeguard the legitimate rights and interests of the XXXX Limited by Share Ltd (hereinafter referred to as "company"), shareholders and creditors, and standardize the organization and behavior of the company, this chapter is formulated according to the company law of the People's Republic of China (hereinafter referred to as the "company law") and other relevant provisions.

The second companies are Limited by Share Ltd established in accordance with the company law and other relevant provisions.

The company has been approved by the XXXXXX (approval authority) x 1996, No. 39, and has been registered by the State Administration for Industry and Commerce in People's Republic of China and has obtained a business license.

The third company, through the approval of the relevant regulatory authorities, may publicly issue shares to the public at home and abroad.

Fourth company registration names

XXXX XX, short for short: "company of XX"

The fifth company's residence is: No. 35 Finance Street, Xicheng District, Beijing.

Postal Code: 100032

The sixth company's registered capital is RMB 50000000 yuan.

The seventh company is a Limited by Share Ltd with permanent existence.

The eighth chairman is the legal representative of the company.

The ninth assets of the company are divided into equal shares, and the shareholders are responsible for the company in the limit of their holdings. The company is responsible for the debts of the company with all its assets.

Tenth the articles of association of the company become legally binding documents that regulate the organization and behavior of the company, the rights and obligations between the company and its shareholders, shareholders and shareholders from the date of its entry into force.

A shareholder may sue the company in accordance with the articles of Association; the company may, in accordance with the articles of association, prosecute shareholders, directors, supervisors, general managers and other senior managers; shareholders may prosecute shareholders in accordance with the articles of Association; shareholders may prosecute directors, supervisors, general managers and other senior managers of the company in accordance with the articles of association.

The eleventh other senior managers referred to in this constitution refer to the Secretary of the board of directors and the person in charge of finance.

The second chapter is about the purpose and scope of business.

The twelfth business objective of the company is to carry out various businesses independently according to relevant laws and regulations, constantly improve the management level and core competitiveness of the enterprises, provide quality services to our customers, maximize shareholder equity and company value, create good economic and social benefits, and promote the prosperity and development of the insurance industry.

Article thirteenth approved by the company registration authority, the company's business scope is: cement, building decoration materials, machinery and equipment, cars (excluding cars), auto parts, feed and raw materials, daily necessities, clothing shoes and hats, computers and peripherals, household appliances, knitwear, office supplies and automation equipment, hardware, electricity, rubber and rubber products sales; vehicle maintenance; property management; indoor and outdoor decoration and decoration; clothing, auto parts production and processing; economic information consulting services (involving special approval of the business term is subject to special approval).

The company can adjust its business scope through the approval of the company registration authority according to its own development capacity and business needs, and set up branches at home and abroad.

Third chapter stock

Section 1 issue of shares

The shares of the fourteenth companies are in the form of shares.

All fifteenth shares issued by the company are common stock.

The issuance of shares of the sixteenth companies shall be open, fair and impartial.

The shares issued by the seventeenth companies are denominated in RMB denominated in face value of 1 yuan per share.

Eighteenth shares issued by the company shall be issued by the company uniformly to shareholders.

The total number of ordinary shares issued by nineteenth companies after approval is 50, 000, 000 shares, and 50, 000, 000 shares were issued to the sponsors at the time of establishment, accounting for 100% of the total number of shares issued by the company, with a face value of RMB 1 yuan.

The names and names of the twentieth promoters and the number of shares subscribed are as follows:

30 million shares of China XX Group

10 million shares in XX Center

5 million shares of Beijing XX company

3 million shares of Shanghai XX Co., Ltd.

2 million shares of Anhui XX plant

The above sponsors subscribe for shares in the form of currency.

Foreign companies and wholly foreign-owned enterprises hold shares in the company according to the relevant laws and regulations of the state.

Twenty-first subsidiaries of a company or company, including the subsidiary companies of a company, do not provide any subsidy to those who purchase or intend to purchase shares in the company in the form of donation, advance, guarantee, compensation or loan.

The second section is to increase or decrease shares and repurchase shares.

In accordance with the requirements of operation and development, according to laws and regulations, the twenty-second companies can make decisions separately by the general meeting of shareholders and approve by XXXXXX approval authority.

(1) issue shares to the public;

(two) allotment of shares to all existing shareholders;

(three) distribute dividends to existing shareholders;

(four) increase capital stock by provident fund;

(five) laws, administrative regulations, and other ways of issuing new shares approved by the securities regulatory authorities under the State Council.

Article twenty-third according to the provisions of the articles of association of the company, with the approval of the XXXXXX (approval authority), the company can reduce its registered capital.

The company reduces its registered capital in accordance with the company law and other relevant provisions and procedures stipulated in the articles of association.

The twenty-fourth company may, in the following circumstances, be approved by the procedures stipulated in the articles of association of the company and report to the XXXXXX (approval authority) and the competent authorities of other countries, and may repurchase the shares of the company:

(1) write off shares to reduce company capital;

(two) merger with other companies holding shares of the company.

In addition to the above circumstances, the company does not buy or sell shares in the company.

Twenty-fifth, a company's share repurchase can be carried out in one of the following ways:

(1) to issue a repurchase offer to all shareholders in the same proportion;

(two) repurchase through open pactions;

(three) other conditions approved by law, administrative regulations and approved by the securities regulatory authority under the State Council.

After the twenty-sixth company repurchases the stock of the company, it cancals the share part within 10 days from the date of the completion of the repurchase, and applies to the company registration authority for registration of the alteration of the registered capital.

The third section pfer of shares

The shares of the twenty-seventh companies can be pferred according to law.

The twenty-eighth company does not accept the company's shares as the subject matter of the pledge.

The twenty-ninth directors, supervisors, managers and other senior managers shall regularly declare to the company their shares held during their term of office, and shall not pfer their shares held during their tenure and 6 months after their departure.

The fourth chapter shareholders and shareholders' meeting

Section 1 shareholders

Thirtieth shareholders of a company holding shares of the company according to law.

Shareholders have the right to undertake their shares according to their shares.

The thirty-first shareholder register is sufficient evidence to prove that shareholders hold shares in the company.

When thirty-second companies hold shareholder meetings, distribute dividends, liquidate and engage in other behaviors that require confirmation of shares, the Board decides that one day is the date of registration of shares, and the shareholders who are listed at the end of the registration date are shareholders of the company.

The thirty-third shareholders of the company enjoy the following rights:

(1) obtain dividends and other forms of interest distribution according to the share share held by them;

(two) participating or assigning shareholder agents to participate in shareholder meetings;

(three) exercising voting rights in accordance with the share share held by them;

(four) supervise the company's business activities, make recommendations or questions;

(five) pfer, grant or pledge the shares held by them in accordance with the provisions of laws, administrative regulations and articles of Association;

(six) obtain relevant information in accordance with the provisions of the law and the articles of association, including:

(seven) when a company terminates or liquidates, it participates in the distribution of the company's remaining assets according to the share share held by the company.

(eight) other rights conferred by laws, administrative regulations and articles of association.

If the thirty-fourth shareholders refer to the relevant information or information obtained in the preceding article, they shall provide the company with written documents proving the type and number of shares held by the company. After verification of the shareholder's status, the company shall provide the shareholders with the request.

The resolution of the thirty-fifth shareholders' meetings and board of directors violates laws, administrative regulations and infringes upon the legitimate rights and interests of shareholders. Shareholders have the right to file a lawsuit against the people's court for stopping the illegal act and infringement.

Thirty-sixth shareholders of the company bear the following obligations:

(1) complying with the articles of Association;

(two) pay shares in the form of shares and shares subscribed.

(three) other obligations that should be borne by laws, administrative regulations and articles of association.

Thirty-seventh shareholders holding more than 5% of the voting shares of the company shall pledge their shares, and shall make a written report to the company within 3 working days from the date of the fact.

The controlling shareholders of the thirty-eighth companies may not make decisions that damage the legitimate rights and interests of the company and other shareholders when exercising their voting rights.

The thirty-ninth term "controlling shareholder" mentioned in this constitution refers to shareholders who have one of the following conditions:

(1) when the person acts alone or with others, he may elect more than half of the directors.

(two) when the person acts alone or with others, he may exercise more than 30% of the voting rights of the company or control the exercise of more than 30% of the voting rights of the company.

(three) when the person acts alone or with others, he owns more than 30% of the company's shares.

(four) when a person acts alone or in concert with others, he can actually control the company in other ways.

The term "concerted action" as mentioned in this article means that two or more than two persons have reached an agreement in the form of agreement, whether oral or written, in order to achieve or consolidate the purpose of controlling the company through any one of them obtaining the right to vote for the company.

An agreement can be reached between two or more shareholders, which is related to exercising voting rights of shareholders.

Second shareholders' meeting

The fortieth shareholders' meeting is the power organ of the company and exercises the following functions and powers according to law.

(1) deciding on the company's management principles and investment plans;

(two) to elect and replace directors and decide on matters related to remuneration of directors;

(three) to elect and replace supervisors appointed by the shareholders' representatives and decide on the remuneration of supervisors.

(four) deliberating and approving the report of the board of directors;

(five) to consider and approve the report of the board of supervisors;

(six) to consider and approve the annual financial budget plan and final accounts plan of the company;

(seven) consideration and approval of the company's profit sharing