Specially used for setting up of Executive Director
Articles of Association
Fuzhou X X X Co., Ltd.
Chapter One General Provisions
Article 1 To regulate the organization and the activities of the company and formulate
a self-development and self-discipline mechanism and to protect the legitimate rights and
interests of the shareholders and the creditors, this Articles of Association is formulated
in the spirit of P.R.C. Company Law and Regulations on Company Registration and administration .
Article 2 Name of the company: Fuzhou X X X X Materials Co., Ltd.
Article 3 Address of the company: Riverside to the back of Gangkou Technical School,
Luoxing Tower, Mawei District, Fuzhou City.
Article 4 Legal representative: X X X .
Article 5 Scope of business: wholesale and retail of construction materials, steel,
hardware and house appliances (the above scope of business shall be subject to the approval
of the industry and commercial administration authority).
Article 6 The Company takes the form of limited liability, wherein the shareholders
assume liability towards the company to the extent of their respective capital contributions
and the company shall be liable for its debts to the extent of all its assets.
Article 7 The Company shall possess the right to the entire property of the legal
person formed by the investments of the shareholders and enjoy the civil rights
and bear the civil liabilities in accordance with the law.
Article 8 The Company shall conduct all its business activities within their registered
scope of business and, be subjected to the supervision and administration of industry and
commerce administration bodies and the tax bureau.
Article 9 The Company shall, with all its legal person assets, operate independently and
be responsible for its own profits and losses according to law. The company shall be registered
in the industry and commerce body and obtain the qualification of an enterprise legal person.
Its lawful rights and interests shall be protected by the laws and regulations of the State.
Chapter Two Registered Capital, Contribution: the Way, Amount and Terms
Article 10 The registered capital of the company is RMB500,000.00 yuan, among which the
cash RMB500,000.00, the kinds 0 , non patent technology 0 , industry property right 0 ,
land use right 0 . .
Article 11 Name of shareholders, name of institution and way of contribution:
(1) Name of shareholder: X X X ; Address: 63 Qi Lane, Yuanshan Rd., Mawei District,
Fuzhou City; capital contributed: 300,000, taking up 60% of the total amount;
(2) Name of shareholder X X X , Address: 49 Xichen, Kuai’an Village, Mawei
Town, Mawei District, Fuzhou City; capital contributed: 200,000, accounting for 40%;
Article 12 Time limitation of the registered capital:
Each shareholder shall pay up its contribution to the registered capital of the Company
in the following terms:
1) Within 5 days from the date on which the Articles of Association is formulated,
to contribute all the registered capital.
2) Within years to contribute all the registered capital in installments;
the first installment of , accounting for of the total registered capital,
shall be paid within days after the formulation of this Articles of Association;
the second
installment , accounting for % of the total registered capital, shall be
paid before the date ; the third installment , accounting
for % of the total registered capital, shall be paid before the date ; and ;
the fourth installment , accounting for of the total registered capital,
shall be paid before the date .
Article 13. Delay of contribution constitutes breach of contract and the breaching
party shall bear the resulting liabilities.
Article 14 After the company is established, it shall issue a Certificate of Capital
Contributionto the shareholders, which is not allowed to circulate and transact in the market.
Chapter Three Shareholders and the Shareholders’ Meeting
Article 15 The shareholders of the Company enjoy the following rights and bear
the following responsibilities:
I) The shareholders of the Company enjoy the following rights:
1) to vote in proportion to its contribution of capital;
2) to access to the information of the position and financial status of the company;
3) to elect or to be elected as member of the board of directors, supervisors,
or manager;
4) to draw the dividends in proportion to its contribution of capital;
5) to enjoy the priority in purchasing the capital contribution to be assigned by
other shareholders;
6) to enjoy the priority in subscription for new shares where the Company increases
its registered capital;
7) to share the remaining property or bear the responsibilities from the risks
of the Company in proportion to its contribution of capital upon the termination of the Company;
8) to participate in the formulation and amending the Articles of Association, and
9) other rights provided by the Articles of Association.
II) The shareholders of the Company bear the following liabilities:
1) to observe the Articles of Association;
2) to pay up its contribution of capital in time;
3) to bear the responsibilities of the Company to the extent of its contribution of capital to
the company;
4) not to withdraw the capital contributions once the company is registered.
Article 16 The shareholders’ meeting is composed of all the shareholders and is
the organ of power of the company.
It shall exercise the following functions and powers:
1) to decide on the operation policy and investment plan of the Company;
2) to elect and remove members of the executive director and to decide on matters
concerning the remuneration of the person;
3) to elect or replace the supervisors who are representatives of the shareholders and
to decide upon matters concerning the remuneration of the supervisors;
4) to examine and approve the reports of the directors or the supervisors;
5) to examine and approve the annual financial budget plan, final accounts plan;
6) to adopt resolutions on the increase or reduction of the registered capital of the
company and on the assignment of capital contribution to a party other than shareholder
of the company;
7) to adopt resolutions on matters such as the merger, division, transformation,
dissolution, termination and liquidation of the company;
8) to amend the Articles of Association of the company.
Article 17 The first shareholders; general meeting is to be presided by the
shareholder with thelargest contribution; the regular and interim meetings shall
be presided over by the executive director.Where special circumstances preclude
the executive director fromperforming his function, the meeting shall be presided
over by shareholder designated by the chairman.
The shareholders shall exercisethe right to vote in proportion to
their contribution.
Article 18 Resolution(s) of the shareholders’ meeting regarding the increase or
decrease of registered capital, division, merger, dismissal or change of company forms,
amendment of it shall be adopted by shareholders of the company representing two-thirds or more of the voting rights.
Chapter Four Executive Director and the General Manager
.
Article 19 The Company shall have an executive director, who shall be
responsible to the shareholders’ meeting.
Article 20 The executive director exercises the following functions and powers:
1) to be responsible for convening shareholders’ meetings and to report its
work to the shareholders’meetings;
2) to implement the resolutions of the shareholders’ meetings and decide on
the businessstrategy and development plan and the formation of the
administration of the company;
3) to decide on the establishment of the company’s internal management organs;
4) to formulate the annual financial budget plan and final accounts plan of the
company and plans for profit distribution and plans for making up losses of the company;
5) to formulate plans for the increase or reduction of the registered capital of
the companyand plans for major issues such as the merger, division, termination and
liquidation of the company;
6) to decide on the establishment of the company’s internal management organs;
7) to appoint or dismiss the company’s general manager and other high ranking
officers of the company and decide their numeration;
8) to formulate the basic administration system of the company.
Article 21 The executive director of the company shall be elected with over
half of the vote of the whole shareholders, which shall also be the conditions for removal.
Article 22 The shareholders’ meeting have elected the executive director X X X
as the legal representative of the company, who shall represent the company to exercise the
right of signing the legaldocuments. The legal entity shall bear the liability of the
representative’s activities in the name ofthe company.
Article 23 The Company shall have a General Manager, who is appointed by the
shareholders’ meeting (or to be served by the executive director concurrently). The General Manager will be responsible for the
daily operation and management of the company and exercise the following functions
and powers:
1) to be in charge of the daily operation and management of the company and to
organize the implementation of resolutions of the directors’ meeting;
2) to organize the implementation of the company‘s annual business plan and
investment plan;
3)to propose plans for the putting in place of the company‘s internal management
structure; basicmanagement system; and to formulate specific rules and regulations for
the company;
4) to propose the appointment or dismissal of the company‘s deputy manager(s), financial officers and
department managers and management officers other than those required to be appointed
or dismissed by the executive director;
5) other powers conferred by the company‘s articles of association.
Article 24 The Company shall have one supervisor, which shall be taken up by
X X X The termof office of the supervisor is three years. At the end of a supervisor‘s
term, the supervisor may serve another term,if reelected
The supervisor exercises the following powers:
(1) to inspect the company‘s financial situation;
(2) to exercise supervision over the acts of the executive director and manager
carried out whileperforming their corporate functions;
(3) to demand remedies from the director or manager when the acts of such
director or manager are harmful to thecompany‘s interests;
(4) to propose the convening of an interim shareholders‘ meeting;
(5) other powers conferred by the company‘s articles of association
Article 25 The directors, supervisors and the manager of the company shall not
use theirpositions, functions and powers in the company to seek personal gains