Articles of association of joint-stock enterprises

On the Model Articles of Association of Joint-stock Enterprises

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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: Yuhai Hotel Group Company

Company address: No.0/06, Wulonggang Road, Bayi 4th Street.

Article 3 The joint venture company shall be established by joint investment of * * *.

Article 4 The company is registered in Ganzhou Administration for Industry and Commerce according to law and obtained the qualification of enterprise legal person. Corporate economics

The term of the camp is 10 year (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 took advantage of this.

Be responsible to the company within the limit of capital, and the company shall be responsible for its debts with all its assets.

Article 6 A company shall abide by national laws, regulations and articles of association, and safeguard national interests and social interests.

Accept the supervision of relevant government departments.

Chapter II Scope of Business

Registered capital and mode of contribution Article 7 Business scope: hotel investment, management, operation, training and joining.

chapter three

Article 9 The registered capital of the company is RMB 3 million.

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

chapter four

Shareholders and shareholders' meetings Article 11 Shareholders are the investors of the company and enjoy the following rights: (1) They have the right to vote according to their 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 12 Shareholders have the following obligations: (1) Pay 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 13 The shareholders' meeting of the company is composed of all shareholders and is the highest authority of the company.

Article 14 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 supervisors appointed by shareholders' representatives;

(4) Examining and approving the report of the executive director;

(5) Examining and approving the supervisor or the report of the supervisor;

(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 15 The shareholders' meeting shall be convened and presided over by the executive director (chairman). The Executive Director did not.

When it can perform its duties, it shall appoint other directors to preside over it.

Article 16 The executive director (chairman) 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 general manager of the company, and to appoint or dismiss the deputy general manager of the company according to the nomination of the general manager.

The person in charge of finance decides the salary;

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

Article 17 Upon expiration of the term of office, a director may be re-elected. Before the term of office of directors expires, the shareholders' meeting shall not make trouble without reason.

Remove him from his post.

Article 18 The Company shall have a general manager, who shall concurrently serve as the executive director (chairman) and exercise the following functions and powers:

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

(6) To propose the appointment or dismissal of the company's deputy general manager and financial officer;

(7) Appointing or dismissing management personnel other than those who should be appointed or dismissed by the executive director;

(8) Articles of Association and other powers granted by the executive director.

Article 19 The Company does not have a board of supervisors, but has a supervisor, who is elected by the shareholders' meeting. It is the internal supervision organization of the company.

Article 20 A supervisor 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.

Chapter VII Conditions for Shareholders to Transfer their Capital Contribution

Article 21 Shareholders may transfer all or part of their capital contributions to each other without the consent of the shareholders' general meeting, but they shall inform and submit the transfer agreement for the record.

Article 22 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.

(3) Notify the board of directors and submit the transfer agreement for the record.

Chapter VIII Financial Accounting System

Article 23 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 24 The company shall prepare financial and accounting reports at the end of each fiscal year, which shall be examined and verified according to law, and sent to all shareholders of the company within 15 days after the completion of production.

Article 25 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.

Article 26 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 27 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.

Article 28 The statutory public welfare fund drawn by the company shall be used for the collective welfare of the employees of the company.

Article 29 The remaining profits of the company after making up the losses and withdrawing the provident fund and statutory public welfare fund shall be distributed according to the proportion of shareholders' capital contribution.

Chapter IX Legal Representative of the Company

Article 30 The legal representative of the company is.

The executive director of the company is.

Chapter X Reasons for Dissolution of the Company and Liquidation Measures

Article 31 A company shall be dissolved under any of the following circumstances:

1, the business term expires;

2. The shareholders' meeting resolves to dissolve;

3. It needs to be dissolved due to merger or division;

4, in violation of national laws and administrative regulations, was ordered to close;

5. Other legal reasons require dissolution.

Article 32 Where a company is dissolved in accordance with the provisions of Items (1) and (2) of the preceding article, a liquidation group shall be established within five days.

The members of the liquidation group shall be decided by the shareholders' meeting; 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 33 The liquidation group shall exercise the following functions and powers during the liquidation period:

1. Clean up the company's property and prepare the balance sheet and property list respectively;

2. Notify or announce creditors;

3. Deal with the unfinished business of the company related to liquidation;

4. Pay the taxes owed;

5. Clean up creditor's rights and debts;

6. Dispose of the company's remaining property after paying off debts;

7. Agency companies participate in civil litigation activities.

Article 34 The liquidation group shall notify creditors within 60 days from the date of its establishment, and report in the newspaper within 60 days.

If it is announced at least three times, the creditor shall declare his creditor's rights to the liquidation group within 30 days from the date of receiving the notice, or within 90 days from the date of the first announcement if he has not received the notice.

When creditors declare their creditor's rights, they shall explain the relevant matters of the creditor's rights and provide supporting materials, and the liquidation group shall register the creditor's rights.

Article 35 The liquidation group shall carry out liquidation after clearing the company's assets, preparing the balance sheet and the list of assets.

The plan shall be submitted to the shareholders' meeting or relevant competent authorities for confirmation.

If the company's property can pay off the company's debts, it shall pay the liquidation expenses, employee's salary level and labor insurance expenses respectively, pay the tax owed and pay off the company's debts.

After the company's property is paid off in accordance with the provisions of the preceding paragraph, the company shall distribute the remaining property in proportion to the capital contribution of shareholders.

During the liquidation period, the company shall not carry out new business activities. The company's property shall not be distributed to shareholders before it is paid off in accordance with the provisions of the second paragraph.

Article 36 When the company is liquidated due to dissolution, the liquidation group shall clean up the company's assets and prepare a balance sheet and a list of assets.

After listing, if it is found that the company's assets are insufficient to pay off debts, it shall immediately apply to the people's court for bankruptcy.

After the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.

Article 39 After the liquidation of the company is completed, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or relevant competent authorities for confirmation, and submit it to the company registration authority to apply for cancellation of registration of the company and announce the termination of the company.

Chapter II Financial Accounting System of XI Company

Article 37 A company shall establish its own company in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council.

Financial and accounting system.

Article 38 A company shall prepare financial and accounting reports at the end of each fiscal year, which shall be examined and verified according to law.

The financial accounting report includes the following financial accounting statements and schedules:

1, balance sheet;

2. Income statement;

3. Cash flow statement;

4. Statement of financial position;

5. Profit distribution table.

Chapter XII Supplementary Provisions

Article 39 The application materials and supporting documents submitted by the company are true, lawful and effective. If they are not true,

If legal consequences are caused, the company shall bear the responsibility.

Article 40 The Articles of Association shall come into effect after being signed and sealed by shareholders and registered by the company.

Signature (seal) of shareholders:

;