Articles Of Association Of Conglomerate Limited

Constitution model of Enterprise Group Limited

This example is designed according to the general provisions of the Interim Provisions on the registration and management of enterprise groups and the general conditions of the group. It is for reference only. When drafting the articles of association, please make corresponding modifications according to the circumstances of the group itself.

XX enterprise group charter

general provisions

The first XX enterprise group takes the XX Development Group Co., Ltd. as the parent company, with the capital as the main link between the parent and subsidiary companies as the main body, and the group statutes as the common legal entity.

Second group names and legal addresses

Name: XX enterprise group

Abbreviation: XX group

Legal address: XX Industrial Development Zone, Beijing

Name and legal address of the third group parent company

Name: XX Development Group Co., Ltd.

Legal address: Beijing XX Industrial Development Zone

The purpose of the fourth group is to realize the optimal allocation of resources and make greater contributions to society by taking the group parent company as the core and capital as the link, giving full play to the comprehensive advantages of the group members.

The fifth groups abide by the laws and regulations of the state, engage in production and business activities within the scope permitted by the state laws and regulations, safeguard the interests of the state and the public, and accept the supervision and management of the relevant government departments according to law.

The second chapter is about the way of operation and cooperation between group members.

The sixth group consists of parent company, stock holding company and other member units.

The parent company, the controlling shareholder and the member unit have the status of independent legal person.

First, parent company: XX Development Group Co., Ltd.

Two, controlling subsidiaries: Beijing XX Investment Development Co., Ltd., Beijing XX economic and Trade Development Co., Ltd., Beijing XX Xingye Technology Development Co., Ltd., Beijing XX Advertising Co., Ltd., Beijing XX Property Management Co., Ltd.

The seventh groups implement centralized decision-making, hierarchical management and decentralized management.

The group board is the management and decision making body of the group. The parent company is the center of Finance and investment, and occupies the leading and core position in the group. The main function of the parent group is to study and determine the development plan, responsible for investment and financing decisions, engage in capital operation, assess and appoint the operators, and monitor the operation of the economy.

The eighth subsidiary companies can name their business names or short names in their own names.

However, no economic contract or business activities shall be signed in the name of the group.

The management system of ninth groups

1. The management of the parent company to the controlling shareholder.

According to the company law, the parent company exercises the rights and obligations of the shareholders according to law, sends directors and supervisors to the controlling shareholder, and participates in the decisions of major business management matters such as the company's management policy, investment direction, selection of operators and profit distribution through the shareholders' meeting, board of directors and supervisor, and supervises and manages the company's management activities.

Two. The relationship between group parent company and other member units

The relationship between parent company and other member units is equity participation or production management and collaboration.

The third chapter is about the organization and functions of the group management organization.

The tenth group set up a Council as the management body of the group.

The eleventh Council consists of the principal leaders of the group members.

Twelfth duties of the Council

I. hearing and deliberating the work report of the chairman;

Two, discuss and examine the medium and long term development plans and major reform programs of the group.

Three, formulate the group's capital operation policy and investment and financing plan;

Four, discuss the coordination group's annual production, operation, investment and capital utilization plan;

Five, discuss and decide the internal organization setup plan of the group.

Six, discuss the approval and accession of group members.

Seven, elect the chairman and vice chairman;

Eight, formulate and modify the group and relevant rules and regulations;

Nine, deciding the termination and liquidation of the group;

Ten, other matters that need to be decided by the Council;

The thirteenth meeting of the Council shall not be less than once a year. If necessary, the Council may convene or convene an interim meeting with the proposal of 1 / 3 of the directors.

The fourteenth Council follows the following rules of procedure.

1. The principle of quorum: the number of directors attending the Council must be 2 / 3 of the total number of directors.

Two, the principle of democratic consultation;

Three, the principle of unconditional implementation of resolutions;

Four, the absent directors and the attending directors have the obligation to implement the resolutions adopted.

The fifteenth group does not set up other offices, and its daily work is undertaken by the corresponding departments of the parent company.

The fourth chapter is about the procedures, tenure and powers of the heads of the group management organs.

The sixteenth group Council has one director and two deputy directors.

The seventeenth directors are elected by the Council; the vice chairman is nominated by the chairman and the Council deliberated.

The term of office of the chairman, vice chairman and board member is three years and may be re elected.

The powers of the eighteenth directors are:

(1) to convene meetings of the Council and report to the Council:

Two, Executive Council resolution;

Three, nominate vice president;

Four. Preside over the medium and long term development plan of the group.

Five, preside over the formulation of the group's annual business plan and investment plan;

Six. Preside over the formulation of the internal management organization of the group.

Seven. Preside over the formulation of the basic management system of the group.

Eight. The articles of association and other functions and powers conferred by the Council.

The fifth chapter is the conditions and procedures for taking part or withdrawing from the group.

The nineteenth parent company and the controlling shareholder are members of the group.

Other enterprises that recognize and abide by the articles of association and have basic operating conditions shall submit written applications to the group Council and submit relevant documents. After examination and approval, they are members of the group.

When the twentieth group members asked to withdraw from the group, they should submit a written application to the group board three months in advance. After approval by the board of directors, the group can withdraw from the formalities, and the controlling shareholder has no right to withdraw from the group.

The twenty-first group members who violate the articles of association and harms the collective reputation and interests shall have the power to order them to withdraw or remove their names.

The twenty-second group members automatically withdraw from the group if one of the following situations occurs.

1. The parent company has sold all the property rights:

Two, be revoked according to law;

Three, bankruptcy.

The sixth chapter is about the termination of the group.

Article twenty-third if the following circumstances occur, the group will be disintegrated according to the laws and regulations of the state; the parent company of the group terminates, and no new enterprise with core business conditions is the parent company.

When the twenty-fourth groups terminate, they shall register with the registration authorities according to law, and make liquidation of the management funds.

Seventh chapter supplementary provisions

The twenty-fifth articles of association shall come into force on the date of registration by the administrative department for Industry and commerce, and the same shall be amended or terminated.

The twenty-sixth detailed rules and supplementary provisions concerning the specific items and matters not covered in this Charter shall be implemented separately.

The twenty-seventh amendment and the power of interpretation of this constitution belong to the Governing Council of the group.