公司章程英文本

Articles of AssociationOfChongqing, ChinaDate: [ ], 2005Table of ContentsArticle 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 (4)Article 6- Encumbrance of Investment (5)Article 7- Board of Directors (5)Article 8- Management Organisation (9)Article 9- Labour Management (11)Article 10 -Trade Union (12)Article 11 - Taxes, Finance, Audit and Distribution of Profits (12)Article 12 -Bank Accounts and Foreign Exchange (14)Article 13 -Term (15)Article 14 -Early Termination (15)Article 15 -Liquidation (16)Article 16 - Insurance (18)Article 17 - Rules and Regulations (18)Article 18 -Miscellaneous (18)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 Chongqing, PRC.Article 1 - Name of CompanyName of the Company in English:Name of the Company in Chinese:Legal Address:Legal Representative:Position:Nationality:Article 2 - Name of InvestorName of the Investor in English: .Legal Address:Legal Representative:Position:Nationality:Article 3 - The Company3.1 Legal PersonThe Company shall be a legal person under the laws of the PRC subject to theprotection and jurisdiction of PRC law. All of the activities of the Companyshall comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe 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 otherobligations whatsoever of the Company shall be limited to the registered capital of the Company.3.3 Date of EstablishmentThe date of the establishment of the Company shall be the date on which theCompany is issued its Business License.3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in thePRC and abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any othergovernmental 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 Company4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation andtechnical exchange, to improve and promote retail services in Chongqing andother cities in China by adopting advanced and appropriate technologies andscientific management methods and to bring satisfactory economic benefits tothe investor.4.2Business Scope(The business scope mentioned above shall be subject to the approval of therelated industrial and commercial authority.)Article 5 - Total Amount of Investment and Registered Capital5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 Contribution to Registered CapitalInvestor’s contribution to the registered capital of the Company shall be incash. The registered capital of the Company shall be paid by the Investor ininstalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date ofEstablishment. The balance of the registered capital shall be fully paid withthree (3) years after the Date of Establishment according to relevant Chineselaws and regulations.5.4 Investment CertificatesThe Company shall retain at its expense a certified public accountant registered in China to verify the capital contribution by the Investor and issue a capitalverification report. The Company shall then issue an investment certificate tothe Investor evidencing the contribution by the Investor on the basis of suchreport.5.5 Differences between Total Amount of Investment and Registered CapitalThe 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 fromdomestic and/or foreign financial institutions.5.6 Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in theCompany 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 theBoard and submitted, if required by law, to the Examination and ApprovalAuthority for approval. Upon receipt of such approval, the Company shallregister the changes in the registered capital and/or total amount of investmentwith the original department of administration of industry and commerce. Article 6 - Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose of allor any part of its registered capital in the Company upon the unanimousapproval of the Board of Directors and the carrying out procedure to changeregistration with the original registration body.Article 7 - Board of Directors7.1 Formation of Board(a) Th e date of issuance of the Company’s Business License shall be the dateof the establishment of the Board of Directors (“Board”).(b) The Board of Directors shall be composed of three (3) Directors whoshall be all appointed by the Investor. The Directors shall each have aterm of office of four (4) years, and each shall be eligible for consecutiveterms of office upon reappointment by the Investor. Any vacancy createdin the Board of Directors shall be immediately filled by the Investor. TheInvestor may at any time remove with or without cause any Director andappoint in lieu thereof any other person to serve the remainder of theremoved Director’s term. The Investor will appoint the chairman of theboard from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legalrepresentative of the Company and shall have the power to represent andact on behalf of the Company. Whenever the chairman is unable or failsto discharge his duties, the Director having served the longest on theBoard 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 andshall have the right to make decisions on all matters of the Company.(b) Resolutions involving the following matters shall be adopted only by theunanimous affirmative vote of all Directors present in person, bytelephone 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 ofinvestment;(iii) merger of the Company with any other economic organisation;and(iv) termination, dissolution or liquidation of the Company, or filingfor debtor relief or other related protection by or on behalf of theCompany under the Chinese bankruptcy laws or analogous laws orregulations.(c) Resolutions involving the following matters shall be subject to andadopted by the simple majority affirmative vote of all Directors present inperson, by telephone or by proxy at a duly convened Board meeting:(i) issuance of any guarantees for the payment obligations of anyperson or entity or the making of any other financingarrangements, the amount of which is more than RMB 1 million;(ii) mortgage, pledge or granting of a security interest or other typesof liens in any building, office space or other fixed assets orcapital equipment of the Company, the amount of which is morethan RMB 1 million;(iii)loan and/or borrowing, the amount of which is more than RMB 1million;(iv)rental agreements, the amount of which is more than RMB 1million;(v)investment and/or disposal of tangible and intangible assets, theamount of which is more than RMB 1 million;(vi)addition of items to or change of the scope of business of theCompany;(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 eachof their scope of authority;(xi) approval of remuneration and benefits of the general manager,deputy general manager and chief financial officer under Article8.1(b);(xii) approval of equity investment with the amount more than RMB 1million by the Company ;(xiii) contribution, use or expenditure of the general reserve fund, thebonus and welfare fund and the enterprise expansion fund to beestablished under PRC law;(xiv) approval of the annual business plan and annual budget of theCompany;(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 dateof the issuance of the Business License.(b) The Board shall meet at least once a year. Board meetings shall be heldat the legal address of the Company unless otherwise determined by theBoard of Directors. Two-thirds of all of the Directors shall constitute aquorum for any Board meeting. If at any properly convened meeting, noquorum is present, then the Board shall reconvene at the same time andplace one week later unless otherwise notified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings andshall be responsible for convening and presiding over such meetings. (d) The chairman of the Board shall call an interim meeting of the Boardunder a request therefor from no fewer than one Director specifying thematters to be discussed, and shall notify all Directors in writing theagenda and subject of the meeting.(e) The chairman of the Board shall send written notice to all Directors atleast fourteen (14) days prior to any regular, seven (7) days in the case ofan interim meeting to be held, stating the agenda, time and place of themeeting. Such notice may, however, be waived by the unanimousconsent 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 shallbe convened no less than fourteen (14) days and no more than twentyeight (28) days from the date of issuance of the notice in the case of aregular meeting, and no less than seven (7) days and no more thanfourteen (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, hemay appoint a proxy in writing by mail or facsimile or hand-delivery tobe present and to vote at the meeting on his behalf. A proxy mayrepresent one or more Directors. A proxy shall have the same rights andpowers as the Director who appointed him.(g) Board resolutions may also be passed through a written circular vote viamail or facsimile exchange. Such written resolutions shall be filed withthe minutes of the Board and shall have the same force and effect as avote taken by the Directors physically present at a meeting.(h) Board meetings may also be held by telephone or other electronic audiomeans such that everyone can hear each other at all times andparticipation by a Director or his proxy in a meeting by such means shallconstitute presence of such Director or his proxy in person at a meeting.(i) Directors shall serve as Directors without remuneration unless otherwiseapproved by the Board. All reasonable costs, including round-tripairplane tickets and reasonable accommodation incurred by any Directoror his proxy for attending a Board meeting and for performance of dutiesassigned 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 becompensated by the Company according to that position.(j) Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meetingof 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 Boardbusiness, the chairman or, in the cha irman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of anyBoard meeting. The duties of the secretary shall include taking minutes of themeeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetingsshall be kept in Korean and also Chinese if requested by any Director, and beplaced on file at the Company’s head office.Article 8 - Management Organisation8.1 Management Organisation(a) The Board of Directors of the Company shall establish a managementorganisation, which shall be responsible to and under the leadership ofthe Board and in charge of the day-to-day operation and management ofthe Company. Unless otherwise decided by the Board, the operation andmanagement organisation shall be made of one general manager, onedeputy general manager and one chief financial officer (collectively, the“Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remunerationand benefits shall be approved by a majority affirmative vote of theDirectors present at a meeting of the Board in person, by telephone or byproxy.(c) The term of office for the Senior Corporate Officers shall be four years,which terms may be renewed.(d) If any of the Senior Corporate Officers shall resign, retire, becomeincapacitated, or is removed from office by the Board of Directors, theBoard shall appoint a replacement.(e) The Board of Directors may remove any Senior Corporate Officer at anytime, notwithstanding any employment or service contract between theCompany and such Senior Corporate Officer but without prejudice to theSenior Corporate Officer’s compensation for termi nation (if any).(f) The chairman of the Board of Directors and other Directors mayconcurrently serve as a Senior Corporate Officer as well as any otherofficer of the Company.8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision todetermine, qualify, and change in any way the power, responsibility andauthority of the Senior Corporate Officers. The Senior CorporateOfficers shall implement the decisions of the Board of Directors withoutany condition.(b) Subject to any qualifications and limitations as may be set by the Boardfrom time to time, the general manager shall be responsible for the dailymanagement and operation of the Company; the deputy general managershall, under the leadership of the general manager, assist the generalmanager in the daily management and operation of the Company; and thechief financial officer shall, under the leadership of the general manager,be responsible for the financial and accounting matters of the Company.(c) The general manager shall prepare the annual business plan and budgetfor each year for Board approval. Unless the Board shall decideotherwise, the general manager shall submit each year’s business planand budget to the Board for approval no later than two months prior tothe commencement of the fiscal year.8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for thebenefit or interest of, any other person, company, unit, entity ororganisation or participate in any activities conducted by such person,company, entity, unit or organisation which may, directly or indirectly,conflict or compete with the interest or business of the Company or theInvestor Group in China, and for the p urposes of these Articles “InvestorGroup” means the group constituted by the Investor, its subsidiaries, itsholding companies, and subsidiaries of its holding companies.(b) All other management personnel of the Company shall be forbidden fromconcurrently serving for or working at any other company, unit, entity ororganisation whatsoever unless authorized by the general manager andapproved or ratified by the Board. Any personnel in violation of suchprohibition shall be subject to immediate dismissal by the generalmanager unless the Board shall decide otherwise.8.4 DismissalAny Senior Corporate Officer who misuses or abuses his position for personalends, engages in graft or bribery in connection with the Company’s business,acts in violation of any Board decisions or laws, acts in any way in competitionwith the Company as prohibited hereunder, is seriously derelict in his duties, orfails to perform any assigned tasks without due cause shall be dismissed by theBoard of Directors without any compensation. Upon such dismissal, the Boardshall immediately appoint a replacement. Any other management personnel who engage in such improper activities shall be immediately dismissed by the general manager.Article 9 - Labour Management9.1 Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreigninvestment enterprises and shall have complete authority over the hiring anddismissal of its employees. The recruitment, employment, discipline, dismissaland resignation of the employees of the Company and their wages, salaries,insurance, welfare benefits and other matters shall be handled in accordance with the relevant PRC laws.9.2 Labour ContractThe Company shall conclude individual employment contracts with staff andworkers directly. The Company shall file such contracts with the LabourDepartment for the record.9.3 Labour PlanThe labour plan, including the number of employees of the Company and the job descriptions, shall be prepared and determined by the general manager. Theemployees of the Company shall be required to strictly observe the rules andregulations of the Company. The Company shall recruit and employ only suchnumber of employees as is necessary for its operations. Increase or decrease inthe total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require theapproval of the general manager.9.4 Labour and Personnel Policies(a) Matters such as employment, dismissal, resignation, wages, insurance,welfare benefits, reward and discipline of staff and workers of theCompany as well as title to and the right to apply for copyrightprotection, patent protection and other rights regarding inventions andworks of authorship in the course of employment shall be set by decisionof the Board and stipulated in the labour and personnel policies of theCompany and the labour contracts between the Company and theemployees.(b) The initial labour and personnel policies of the Company shall beprepared by the general manager for approval by the Board. Thesepolicies shall be consistent with applicable laws and regulations of China.(c) The general manager shall implement hiring policies whereby all PRCemployees of the Company shall be selected on the basis of examinationand shall have the most competitive merits and qualifications. In thisregard, upon the receipt of necessary approvals, the Company may hirequalified personnel from any where within China and, if necessary, fromforeign countries.(d) The Company shall sign non-competition and confidentiality agreementswith its employees in accordance with the principles herein.9.5 Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to the degree of seriousness of the case, give warnings,record demerits, deduct wages, dismiss or otherwise remove, any staff memberor worker appointed by him who has violated the terms of the labour contract or the rules, regulations or labour discipline of the Company or applicable law. Article 10 - T rade UnionThe staff and workers of the Company may establish a trade union inaccordance with the Law of the People’s Republic of China on Wholly Fo reign-Owned Enterprises and the Trade Union Law of the PRC. Activities of thetrade union shall be conducted after normal working hours, shall not interferewith the normal operations of the Company and shall conform with the relevantregulations. If a trade union is established by the staff and workers of theCompany, the Company shall pay two percent (2%) of the total amount ofwages received by the employees of the Company into the Company’s tradeunion fund for such trade union’s use in accordance wit h applicable laws of thePRC on the management of trade union funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits11.1 Taxes(a) The Company shall pay taxes in accordance with relevant PRC laws andregulations. The Company shall apply for all preferential tax andcustoms treatment available under the PRC law.(b) The Company shall apply for all reductions of or exemptions fromrelevant taxes, duties and other levies which are now available or willbecome available for such wholly foreign owned enterprises such as theCompany or for the Investor under any laws and regulations of the PRC.11.2 Finances(a) The financial and accounting affairs of the Company shall be handledconsistently with the financial and accounting affairs of the InvestorGroup to the extent not inconsistent with the Foreign InvestmentEnterprise Accounting System of the PRC and Financial AdministrationRules of Foreign Investment Enterprises of the PRC, which areformulated by the Ministry of Finance of the PRC. The Company shallpay all taxation according to relevant laws and regulations of the PRC.(b) The fiscal year of the Company shall start on January 1 of each calendaryear and end on December 31 of the same year. The last fiscal year of theCompany shall start on January 1 of the year of termination or expirationand end on the date of termination or expiration of the Company.(c) The Company shall adopt the internationally recognized accrual basis anddebit and credit accounting system. All accounting records, vouchers,books and statements of the Company shall be prepared and kept both inChinese and, if necessary, Korean as well. The Company shall useRenminbi as the base bookkeeping currencies for its financial statements.The annual, quarterly and monthly reports shall be approved and jointlysigned by the general manager and the chief financial officer and shall beprepared and kept in both Chinese and Korean. The chief financialofficer shall be responsible for formulating the accounting anda dministrative measures regarding the Company’s financial affairs, whichshall be submitted to the Board for approval.11.3 AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the Board to examine and verify the accountsand books of the Company within three (3) months following the end of eachfiscal year. The annual audit report issued by such firm shall be submitted to the Board. The Company shall make available all of its accounting books andrecords to such auditor and provide convenience for the auditing.11.4 Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine theamount from the after-tax net profits to be allocated into the Company’s reser vefund, enterprise expansion fund, and the employee bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and prescription of any limit for the aforesaid funds to be paid out of the after-tax net profits shall be determined by the Board in light of the business andfinancial conditions of the Company.11.5 Distribution of Profits(a) The Board of Directors may distribute the profits of the Company as andwhen they deem appropriate.(b) If the Company carries any loss from any previous year, the profits of thecurrent year shall first be used to cover such loss. No profits shall bedistributed or re-invested unless and until all deficits from any previousyears is fully made up. Any distributable profits retained by the Companyand carried over from any previous years that are not re-invested may bedistributed together with the distributable profits of the current year. Article 12 - B ank Accounts and Foreign Exchange12.1 AccountsThe Company shall open Renminbi deposit accounts and foreign exchangedeposit accounts with financial institutions in China. The Company may alsoopen foreign exchange deposit accounts with foreign financial institutions inforeign countries as designated by the Board of Directors upon approval by the Examination and Approval Authority, if required.12.2 Foreign Exchange(a) The Company shall handle its foreign exchange matters in accordancewith applicable PRC foreign exchange laws and regulations.(b) In order to balance the foreign exchange needs of the Company, theCompany may adopt any measure and engage in any activity permittedunder Chinese law.(c) The Company shall use its foreign exchange according to the followingpriority unless otherwise determined by the Board of Directors:(i) Payment of compensation to the Company’s expatriate staff;(ii) Payment for materials, equipment, and services the Companyimports from abroad;(iii) Payment for any administrative expenses the Company incurswhich require foreign exchange payment;(iv) Payment of loan principal and interest and related obligationsrequiring foreign exchange payment;(v) Payment of profit and dividends to the Investor; and(vi) Payment to the Investor of proceeds from liquidation of assetspursuant to the provisions of Article 15.1.12.3 Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures andincome.Article 13 - T erm13.1 TermThe duration of the Company shall commence on the date of the issuance of the Company’s Business License and continue for a period of thirty (30) years,unless earlier terminated or further extended as provided herein (“Term”).13.2 ExtensionAfter having been unanimously approved by the Board of Directors or asdirected by the Investor, a written application for the extension of duration of the Term of the Company shall be filed to the Examination and Approval Authority six (6) months prior to the expiration date of the Term of the Company. Article 14 - E arly Termination14.1 Events of TerminationUpon the occurrence of any of the following events, the Company shall beterminated or reorganized accordingly:(a) The Term of the Company expires and is not extended.(b) The Company has sustained heavy losses for five (5) consecutive yearsand the Company is unable to achieve its business goals according to theInvestor’s discretion.(c) The total or partial operation of the Company is prevented by anyunforeseeable and unavoidable event or circumstances beyond the control。