Freight forwarding limited company constitution, how to write the system ah?

For the establishment of the company's operating mechanism, standardize the company's organization and code of conduct, to protect the legitimate rights and interests of the company, according to the "Chinese People's *** and the State Company Law", hereby formulate the Articles of Association. Chapter I General Provisions Article 1 The name of the company: Jiangsu Changyun Express Freight Transportation Co.

Article 2 The domicile of the company: Jianning Road, Nanjing, Jiangsu Province, No. l

Article 3 The purpose of the company: through the formation of a unified brand, a unified logo, a unified protocol, a unified standard, a unified settlement of the operating model, network, information technology, integration, branding and alliance as the main strategy The company aims to provide customers with punctual, reliable and high-quality transportation and logistics services to meet the goal of creating value for customers and enhancing profits for the company.

Article 4 The shareholders of the company are: Jiangsu Nanjing Long-distance Bus Passenger Transportation Company, Jiangsu Provincial Institute of Transportation Science and Research, Suzhou Automobile Passenger Transportation Company Limited, Changzhou Highway Transportation Company Limited, Nantong Vehicle Transportation Group Company Limited, Wuxi Passenger Transportation Company, Yangzhou Automobile Transportation Company, Zhenjiang Jiangtian Vehicle Transportation Group Company Limited, Xuzhou Highway Transportation (Group) Company Limited, Suqian Long-distance Passenger Transportation Company Limited, Huai'an Automobile Transportation Group Co. Ltd., Huai'an Automobile Transportation Group Co., Ltd., Taizhou Changyun Motor Transportation Co., Ltd., Lianyungang Automobile Transportation General Company, Jiangsu YANFU Highway Transportation Group Co.

Article V limited liability company, the shareholders to the extent of their capital contribution to the company's liability, the company with all its assets to the company's liabilities.

Article VI of the company's operating period Murliang for 20 years, since the date of issuance of the "Business License for Enterprise Legal Person". Band 2: business scope

Article 7 The Company's business scope includes: general freight transportation, fast freight transportation, cargo distribution, logistics services, freight forwarding, information distribution, warehousing services, circulation plus, cargo packaging, freight forwarding, cargo intermodal transportation. Chapter III Registered Capital

Article 8 The company's registered capital: RMB 5 million yuan.

Article IX shareholders' contributions:

Jiangsu Nanjing Long-distance Bus Passenger Transportation Company, contributed 450,000 yuan, accounting for 9% of the registered capital;

Jiangsu Provincial Research Institute of Transportation Science and Technology, contributed 350,000 yuan, accounting for 7% of the registered capital;

Suzhou Automobile Passenger Transportation Company Limited, contributed 350,000 yuan, accounting for 7% of the registered capital;

Changzhou Highway Transportation Co., Ltd, with a capital contribution of 350,000 yuan, accounting for 7% of the registered capital;

Nantong Motor Transportation Group Co., Ltd, with a capital contribution of 350,000 yuan, accounting for 7% of the registered capital;

Wuxi Passenger Transportation Company, with a capital contribution of 350,000 yuan, accounting for 7% of the registered capital;

Yangzhou Automobile Transportation Co. Ltd, with a capital contribution of 350,000 yuan, accounting for 7% of the registered capital;

Xuzhou Road Transportation (Group) Co. Ltd., with a capital contribution of 350,000 yuan, accounting for 7% of the registered capital;

Taizhou I}J^ long-distance bus transportation limited company, with a capital contribution of 350,000 yuan, accounting for 7 9/0 of the registered capital;

Lianyungang Motor Transportation General Company, with a capital contribution of 350,000 yuan, accounting for 7% of the registered capital;

Jiang for: exempted from the early highway transportation group chimney 'Limited Company,} }{Capitalization of 35 force 'yuan, accounting for 7% of the registered capital.

Article 11 After the establishment of the Company, the Company issued to the shareholders certificate of capital contribution. The certificate of capital contribution shall contain

the name of the Company, the date of registration of the Company, the registered capital of the Company, the names of the shareholders, the amount of capital contribution paid and the date of capital contribution, the number of the certificate of capital contribution and the date of issuance.

Article 12 The company shall keep a register of shareholders, which shall state the name of the company, the date of registration of the company, the names of shareholders, their domicile, the amount of capital contribution and the number of the certificate of capital contribution. Chapter IV Rights and Obligations of Shareholders Article 13 Shareholders shall enjoy the following rights:

1. Shareholders shall have the right to attend the shareholders' meeting and exercise their voting rights according to the proportion of their capital contribution;

2. Shareholders shall have the right to elect the directors or supervisors of the Company, and at the same time shall have the right to be elected;

3. Shareholders shall have the right to know the operation status and the financial status of the Company;

4. When the Company adds new capital, shareholders shall have the right to subscribe for the new capital on a priority basis. When the company increases its capital, the shareholders shall have the right to make contributions on a priority basis;

5. The shareholders may transfer all or part of their contributions to each other;

6. The shareholders shall have the right to dividends according to the proportion of their contributions;

7. After the termination of the company, the shareholders shall have the right to request the distribution of the company's remaining property after the liquidation of the company's debts in accordance with the contributions they hold;

8. Other rights provided for by the laws and regulations. Other rights.

Article 14 Shareholders shall bear the obligations:

1, abide by the articles of association;

2, obey and implement the resolutions of the shareholders' meeting;

3, pay the capital contribution in full and on time;

a 4, live in public cuts for the registration of the crossbow. Record procedures shall not be withdrawn after the capital contribution;

5, the proportion of investment capital to bear the risk of liability;

6, safeguard the interests of the company, oppose and resist behavior detrimental to the interests of the company, do not disclose the company's business secrets.

Article 10: Shareholders may transfer all or part of their capital contributions to each other.

When a shareholder transfers his capital contribution to a person other than a shareholder, the consent of a majority of all shareholders shall be required; 彳<the shareholder who agrees to the transfer shall purchase the transferred capital contribution, and if he does not purchase the transferred capital contribution, he shall be regarded as agreeing to the transfer.

The other shareholders shall have the right of first refusal to purchase the capital contribution transferred with the consent of the shareholders under the same conditions.

Article 16 After the transfer of the shareholders in accordance with the law, the company will be the transferee's name, residence, the amount of capital recorded in the register of shareholders. Chapter V Shareholders' Meeting Article 17 The shareholders' meeting shall be composed of all shareholders, and the shareholders' meeting shall be the supreme authority of the company, exercising its powers in accordance with the Company Law. The ...

Article 18 The shareholders' meeting shall exercise the following powers and functions:

1. to decide on the company's business policy and investment plan;

2. to elect and replace the directors, and to decide on matters relating to the remuneration of the directors;

3. to elect and replace the supervisors who are representatives of the shareholders, and to decide on matters relating to the remuneration of the supervisors;

4. to consider and approve the report of the board of directors

5. To consider and approve the report of the Board of Supervisors;

6. To consider and approve the annual financial budget and final accounts of the Company;

7. To make decisions on matters such as merger, demerger, alteration of the corporate form, dissolution and liquidation of the Company;

8. To amend the Articles of Association of the Company.

Article 19 Resolutions of the shareholders' meeting shall be passed by the shareholders representing more than one-half of the shareholders with voting rights, except that

when the company makes decisions on increasing and decreasing the registered capital, merging, separating, dissolving, changing the form of the company, or amending the articles of association, such resolutions must be passed by the shareholders representing more than two-thirds of the shareholders with voting rights.

Article 20 The meeting of the shareholders' meeting shall be held by the shareholders in accordance with the proportion of capital contribution to exercise the right to vote.

Article 21 The shareholders' meeting shall hold a regular meeting once a year, which is generally arranged to be held in early March each year. Shareholders representing more than one-fourth of the voting rights, more than one-third of the directors or supervisors may propose to convene an extraordinary meeting.

The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and in other cases, the chairman shall convene and preside over the meeting. When the chairman of the board of directors is unable to fulfill his duties due to special reasons, the vice-chairman or other directors designated by the chairman of the board of directors shall preside over the meeting.

Article 22 The convening of a shareholders' meeting shall be notified to all shareholders fifteen days prior to the convening of the meeting.

The shareholders' meeting shall form minutes of the decision on the items under discussion, and the shareholders attending the meeting shall sign the minutes.

Chapter 6 Board of Directors

Article 23 The Company shall have a Board of Directors consisting of 13 directors. The directors shall be elected by the shareholders' meeting,

The term of office of the directors shall be three years, and they may be re-elected for a second term. During the term of office of a director, the shareholders' meeting shall not dismiss him without cause. The board of directors shall have a chairman of the board of directors, vice chairman of the board of directors. The chairman of the board of directors shall be the legal representative of the party with the largest capital contribution, and the vice-chairman shall be elected by a majority of all directors at the shareholders' meeting.

Article 24 The chairman of the board of directors shall be the legal representative of the company and shall exercise the rights of the legal representative.

1, the shareholders' meeting, convene the rent l preside over the general meeting;

2, leading the board of directors, check the implementation of the resolution;

3, the chairman of the board of directors can perform the duties of the chairman of the board of directors appointed by the chairman of the board of directors of the vice chairman of the board of directors or other directors to perform on behalf of the chairman of the board of directors;

4, in the case of emergency, major issues, the chairman of the board of directors of the board of directors of all matters exercising the right to special rulings and the right of removal. Special ruling power and the right of removal, but must be consistent with the interests of the company, and afterwards report to the shareholders' meeting.

Article 25 The board of directors shall be responsible to the shareholders' meeting and exercise the following powers and functions:

1, be responsible for convening the shareholders' meeting and report to the shareholders' meeting;

2, implement the resolutions of the shareholders' meeting;

3, decide on the company's business plan and investment program;

4, formulate the company's annual financial budget program, final account program;

5, formulate the company's profitability;

5, formulate the company's profitability; and p> 5, to formulate the company's profit distribution program and make up for losses;

6, to formulate the company's plan to increase or reduce the registered capital;

7, to formulate the company's merger, separation, change of corporate form, dissolution of the program;

8, to decide the company's internal management institutions;

9, to hire or dismiss the company's general manager, according to the general manager Nomination of the appointment or dismissal of the company's deputy general manager, the person in charge of finance, to decide on matters of remuneration for the appointment of personnel;

10, the development of the company's basic management system;

Preparation of the amendment program for the company's articles of association.

Article 26 The chairman of the board of directors shall convene and preside over the meeting. When the chairman of the board of directors is unable to fulfill his duties due to special reasons, the chairman of the board of directors shall designate a director to convene and preside over the meeting on behalf of the chairman of the board of directors. One-third of the directors proposed, may convene a meeting of the directors.

The board of directors to implement a minority of jj ling from the majority of the original isthmus {j, the resolution in accordance with the majority opinion, the formation of a majority of the opinion, the chairman of the board of directors to decide.

The board of directors decided to form the minutes of the meeting, attending the meeting of the directors to sign the minutes of the current session.

Article 28 of the company set up a general manager, appointed or dismissed by the board of directors. The general manager is responsible to the board of directors,

Exercise the following powers:

The general manager is responsible to the board of directors. The following powers:

1, preside over the company's production and management, organization and implementation of the board of directors' resolutions;

2, organization and implementation of the company's annual business plan and investment program;

3, the preparation of the company's internal management structure setup program;

4, the development of the company's basic management system;

5, to formulate the company's specific regulations;

6, the company's specific regulations;

5, the company's specific regulations;

5, the company's specific regulations.

6, to request the appointment or dismissal of the company's deputy general manager, the person in charge of finance;

7, appointment or dismissal of responsible management personnel other than those who should be appointed or dismissed by the board of directors;

8, other powers and functions granted by the board of directors;

9, the general manager attends the board of directors' meetings. Chapter 7 Supervisory Committee Article 29 The Company shall establish a Supervisory Committee. The Board of Supervisors shall consist of three supervisors recommended by the representatives of the shareholders, with the one who is not a member of the Board of Directors being the chairman of the Board of Supervisors. The term of office of the Supervisors shall be three years, and the Supervisors may be re-elected upon expiration of the term of office. Directors, managers and financial officers may not concurrently serve as supervisors. Supervisory board at least one meeting a year.

Article 30 of the Supervisory Committee to exercise the following powers:

1, inspection of the company's finances;

2, directors, managers to carry out the company's duties in violation of the laws and regulations or the articles of association of the company's conduct to supervise;

3, the parties, the manager's actions to the detriment of the interests of the company, the director or manager to be required to correct;

Supervisors to attend the board of directors Meetings. Chapter VIII Finance and Accounting

Article 31 The Company shall establish its own financial and accounting system in accordance with the laws, administrative regulations and the provisions of the competent financial department of the State Council.

Article 32 In accordance with the provisions of the Accounting Law, the accounting year of the Company shall be from January 1 to December 31 of the Gregorian calendar. The Company shall send the financial and accounting statements to the shareholders within 30 days after the end of each fiscal year. The financial statements include the accounting statements and subsidiary schedules.

Article 33 When a company distributes its after-tax profit for the year, it shall withdraw 10% of the profit to the company's legal reserve and 5-10% of the profit to the company's legal public welfare fund. After the company's legal reserve reaches 50% of the company's registered capital, it can no longer be withdrawn.

The company's legal reserve is not enough to make up for the company's losses in the previous year, in accordance with the preceding paragraph before the withdrawal of the legal reserve and statutory public welfare, should be used to make up for the loss of the current year's profits.

After the company has withdrawn the legal reserve from the after-tax profit, it can withdraw the arbitrary reserve by the resolution of the shareholders' meeting.

The remaining profits after making up for the losses and withdrawing the provident fund and statutory public welfare fund shall be distributed according to the proportion of shareholders' contributions.

Article 20 The company's provident fund shall be used to make up for the company's losses, expand the company's production and operation, or be transferred to increase the company's capital.

Article 30 The statutory public welfare fund shall be used for the collective welfare of the employees of the Company.

Chapter IX labor system Article 37 The company in accordance with the relevant state labor and personnel system, the implementation of full labor contract system.

Article 38 The Company carries out the regulations promulgated by the state on the salary, welfare, safety and labor protection and social insurance of the employees, and pays attention to the continuous improvement of the living welfare and labor insurance treatment of the employees under the premise of the development of production and operation.

Chapter 10: Merger, Separation, Dissolution and Liquidation of the Company

Article 39 A resolution on merger or separation of a company shall be made by the shareholders' meeting of the company. The merger of a company may take the form of absorption or new merger. In the event of a merger, the debts and liabilities of the merging parties shall be inherited by the surviving company or the newly established company. When a company is demerged, a balance sheet and an inventory of its property shall be prepared. The debts of the company before the separation shall be assumed by the company after the separation according to the agreement reached.

Article 40 A company shall be dissolved under any of the following circumstances:

1. The expiration of the business period as stipulated in Article 6 of the Articles of Association;

2. Dissolution by resolution of the shareholders' meeting;

3. Dissolution is necessary due to the merger or separation of the company;

4. The company has been declared bankrupt according to law because of failure to pay its debts as they fall due;

5, The company is ordered to close down by law for violating laws and administrative regulations.

Article 41 If a company is dissolved in accordance with the provisions of Article 1, 2 and 3, it shall be liquidated by a liquidation group formed by the shareholders within fifteen (15) months of the decision. If the company is dissolved in accordance with item 4 of the preceding article, the people's court shall organize the shareholders, the relevant authorities and relevant professionals to set up a liquidation group to carry out bankruptcy liquidation. The company

dissolved in accordance with Article 5, the competent authorities shall organize the shareholders, relevant authorities and relevant professionals

to set up a liquidation group for liquidation.

Article 1k!_Lt twelve liquidation group in the liquidation period to exercise a list of powers:

1, the liquidation group within ten days from the date of the establishment of the creditor notification, and within sixty days of the newspaper announcement at least three times.

2, clean up the company's property, prepare a balance sheet and a list of property;

3, prepare a liquidation plan and submit it to the shareholders' meeting or the relevant competent authorities for confirmation;

4, notify or announce the creditors;

5, deal with the liquidation of the company's unfinished business;

6, clear the payment of taxes in arrears;

7, clean up the debts and liabilities, and deal with the company's liquidation. Claims and debts, and deal with the remaining property of the Company after the settlement of debts;

8, participate in civil litigation activities on behalf of the Company;

9, apply to the People's Court for declaration of bankruptcy when it is found that the Company's property is insufficient to pay off the debts.

Article 43 If the company's property is capable of settling the company's debts, the liquidation group shall settle the debts in the following order:

1. Payment of liquidation expenses;

2. Employee's wages and labor insurance expenses;

3. Payment of taxes owed;

4. Settlement of the company's debts.

The remaining property after the company's property is liquidated according to the provisions of the preceding paragraph shall be distributed in accordance with the proportion of the shareholders' contributions.

Article 44 After the liquidation, the liquidation group shall produce a liquidation report, reported to the shareholders' meeting to confirm, and in the liquidation of the end of the day within 30 days of the report to the company's registration authority, apply for cancellation of the company's registration, the announcement, the company's prescribed time, the sword for the original registration of company registration authority for the change of registration.

The amendment of the articles of association does not involve the registration of matters, should be amended articles of association or articles of association to send the original registration authority for the record.

The changes in directors, supervisors and managers of the public company shall be filed with the original company registration authority.

Article 46 The Shareholders' Meeting shall amend or supplement the Articles of Association for any matters not covered herein.

Article 47 The Articles of Association shall be implemented in accordance with national laws and regulations if they are in conflict with national laws and regulations.

Article 48 If the Articles of Association involves the registration matters of the company, the content approved by the registration authority shall prevail.

Article 49 These Articles of Association shall come into effect upon unanimous consent of the shareholders and their signatures and seals, and upon industrial and commercial registration.

Article 50 The power of interpretation of these Articles shall be vested in the Board of Directors.