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1、 Professional Translation ARTICLES OF ASSOCIATIONofAAAENTERPRISE LTDCHAPTER I General ProvisionsArticle 1 These Articles of Association are hereby formulated according to the COMPANY LAW OF THE PEOPLES REPUBLIC OF CHINA (hereinafter referred to as Company Law) and other relevant laws and regulations
2、 as well as the actual conditions of the Company for the purpose of maintaining the legitimate benefit the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.Article 2 The Company was established by B and C as AAAENTERPRISE LTD, and keeps separ
3、ate accounts, conducts autonomous management and assumes sole responsibility for its profits or losses. The shareholders shall be responsible for the company in the limit of the amount of their contribution. The Company shall be liable for its debts with its all assets.CHAPTER II Name and Domicile o
4、f the CompanyArticle 3 The name of the Company is: * (Chinese)AAAENTERPRISE LTD (English) Article 4 The domicile of the Company is: Room 202, , China.CHAPTER III Business Scope of the CompanyArticle 5 Business Scope: General business items: wholesale and retail of electromechanical devices, metal ma
5、terials, hardware, electrical equipment, chemical products and raw materials, building materials, general merchandise, knitwear and textiles, toys, stationery, sports goods, and arts and crafts. Self-operating and agent of import and export businesses relating to articles and technologies, but excep
6、t the articles and technologies prohibited and restricted by the state.Licensing business item: information services business in the second category value-added telecommunications services (limited to Internet information services.)(The above business scope excludes the business items prohibited, re
7、stricted and licensed by the national laws and regulations)CHAPTER IV Registered Capital, Names of shareholders, Amount of Capital Contribution, Forms and Time of Such ContributionArticle 6 The registered capital of the Company: RMB10,000,000.00.Article 7 The names of shareholders, amount of capital
8、 contribution, forms and time of such contribution are as follows:Shareholder A: B made its total contribution of RMB 9,000,000.00 Yuan in cash , representing 90% of the registered capital, shall pay in full before 0000Shareholder B: C made its total contribution of RMB 1,000,000.00 Yuan in cash , r
9、epresenting 10% of the registered capital, shall pay in full before 0000 CHAPTER V The Organizations of The Company and Their Establishment Manners, Respective Powers and The Rules of ProcedureArticle 8 The shareholders meeting of the Company shall be composed of all the shareholders. The shareholde
10、rs meeting shall be the organ of authority of the Company and shall exercise the following functions and powers:(1) to decide on the business policies and investment plans of the Company; (2) to elect and replace the executive director and the supervisor assumed by non-representatives of the employe
11、es, and to decide on matters concerning the remuneration of the executive director and the supervisor; (3) to review and approve reports of the executive director; (4) to review and approve reports of the supervisor; (5) to review and approve the Companys proposed annual financial budgets and final
12、accounts; (6) to review and approve the Companys profit distribution plans and plans for making up losses; (7) to pass resolutions on the increase or reduction of the Companys registered capital; (8) to pass resolutions on the issuance of corporate bonds; (9) to pass resolutions on matters such as t
13、he merger, division, dissolution, liquidation or change of the corporate form of the Company; and (10) to amend the articles of association of the Company. Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene
14、a shareholders meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 9 Discussion methods of the shareholders meeting:Shareholders convene a shareholders meeting to discuss their matters, corporate shareholders attend the meeting by the legal represent
15、ative, individual shareholders attend the meeting by himself. Any shareholder who cannot attend due to some reasons may appoint a representative in written form to attend on his behalf.Article 10 Shareholders meeting shall be held once a year. When a material problem occurs, an extraordinary meeting
16、 can be convened if it is proposed by shareholders representing one-tenth or more of the voting rights, or by the executive director or the supervisor. Article 11 Voting procedures of the shareholders meeting1、 Notice of MeetingsIf a shareholders meeting is to be convened, every shareholder shall be
17、 notified 15 days before the meeting is held2、 Preside over the meetingThe shareholders meetings shall be convened and presided over by the executive director. If the executive director is unable or does not perform the duties of convening the shareholders meeting, the supervisor of the Company may
18、convene and preside over such meetings. If the supervisor does not convene or preside over such meetings, the shareholder representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.3、Voting rightsThe shareholders shall exercise their voting
19、rights at the shareholders meetings on the basis of their respective percentage of the capital contributions, the number of voting rights on behalf of the shareholders required by each resolution at the shareholders meeting are as follows:1) A resolution made at a shareholders meeting on increasing
20、or reducing the registered capital, merger, split-up, dissolution or change of the corporate form shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.2) The Company may amend its articles of association, but a resolution on amending the articles of association shall
21、be adopted by the shareholders representing 2 / 3 or more of the voting rights.3) If a company intends to provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholders meeting. Such resolution shall be adopted by the affirmative votes of
22、more than half of the shareholders (excepts The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph) attending the meeting. 4) Other resolutions made at the shareholders meeting shall be adopted by the shar
23、eholders representing more than 1/2 of the voting rights.4、Records of the meetingAny decisions on the matters discussed at the shareholders meeting shall be made into minutes which shall be signed by all the shareholders presenting at the meeting.Article 12 The first shareholders meeting shall be co
24、nvened and presided over by the shareholder who has made the largest percentage of capital contributions.Article 13 The Company shall not have a board of directors, but shall have an executive director to be appointed by the shareholders meeting. The term of the executive director shall be no more t
25、han 3 years. An executive director may serve consecutive terms upon expiration of his term if re-appointed. Article 14 The executive director shall exercise the following functions and powers: (1) convening shareholders meetings and reporting the status on work thereto;(2) carrying out the resolutio
26、ns made at the shareholders meetings; (3) determining the Companys business plans and investment plans; (4) preparing annual financial budget plans and final accounting plans in relation to the Company;(5) formulating profit distribution plans for the Company and plans for making up any losses suffe
27、red by the Company;(6) formulating plans for increasing or reducing the Companys registered capital and for the issuance of corporate bonds;(7) formulating plans for merger, split-up, change of corporate form or dissolution in relation to the Company;(8) making decisions on the establishment of the
28、Companys internal management structure;(9) determining the appointment or removal of the Companys manager as well as the remuneration of the manager;(10) formulating the basic management system for the Company;Article 15 The Company shall have a manager who shall be appointed or dismissed by the exe
29、cutive director. The manager shall be responsible to the executive director and shall exercise the following functions and powers:(1) taking charge of the management of the Companys production and business operations, and organizing the implementation of the resolutions of shareholders meeting; (2)
30、organizing the implementation of annual business plans and investment plans in relation to the Company; (3) preparing the plan for the Companys internal management structure; (4) preparing the basic management system for the Company; (5) formulating specific internal rules and regulations for the Co
31、mpany; (6) proposing the appointment or dismissal of the deputy manager(s) and the officer in charge of finance of the Company; and(7) determining the appointment and dismissal of Companys management personnel other than those whose appointment or dismissal shall be decided by the executive director
32、; Article 16 The Company shall have one supervisor. The term of office of the supervisor shall be three years. The supervisor may serve consecutive terms upon expiration of his term if re-elected. Article 17 The supervisor of the Company shall exercise the following functions and powers: (1) checkin
33、g the Companys financial affairs; (2) supervising the duty-related acts of the executive director and senior management personnel, and making proposals on the removal of the executive director or senior management personnel who violates any laws, administrative regulations, the articles of associati
34、on of the Company or any resolutions of the shareholders meeting; (3) demanding the executive director or senior management personnel to make corrections if his action has damaged the interests of the Company; (4) proposing to convening extraordinary shareholders meetings, convening and presiding ov
35、er shareholders meetings when the executive director does not exercise his duty to convene and preside over the shareholders meetings as prescribed in the Company Law; (5) putting forward proposals to shareholders meetings; and(6) initiating actions against the executive director or senior managemen
36、t personnel according to Article 152 of the Company Law; The supervisor may attend the shareholders meeting as non-voting delegates.Article 18 No executive director or senior management personnel may concurrently act as a supervisor.CHAPTER VI The Legal Representative of the CompanyArticle 19 The ex
37、ecutive director shall serve as the legal representative of the Company.CHAPTER VII Other Matters Deemed Necessary By The Shareholders MeetingsArticle 20 All or part of the stock rights of the shareholders may be transferred between the shareholders.Article 21 Where a shareholder intends to transfer
38、 his/its stock rights to any non-shareholder, he/it shall be subject to the approval of more than half of the other shareholders. The shareholder shall notify the other shareholders in written form of the matters on the transfer of stock rights for their approval. If any of the other shareholders fa
39、ils to give it a reply within 30 days after the receipt of the written notice, it shall be deemed to have agreed to the transfer. If half or more of the other shareholders disagree to the transfer, the shareholders who disagree to the transfer shall purchase the stock rights to be transferred. If th
40、ey refuse to purchase these stock rights, they shall be deemed to have agreed to the transfer. Under the same conditions, the other shareholders have a preemptive right to purchase the stock rights to be transferred upon their approval. If two or more shareholders claim the preemptive rights, they s
41、hall determine their respective percentage of purchase through negotiation. If they fail to reach an agreement during the negotiation, they shall exercise the preemptive rights on the basis of their respective percentage of capital contributions.Other matters related to stock rights transfer shall s
42、ubject to the Article 72 to Article 75 of the Company Law.Article 22 The Company shall strictly abide by national laws, regulations and the Articles of Association, maintain national interests and social public interests, and accept the supervision of relevant governmental departments.Article 23 The
43、 companys business term shall be long term.Article 24 In any of the following circumstances, the liquidation group shall, within 30 days from the date of completing the liquidation of the Company, apply for canceling the Companys registration with the original company registration authority:1) the c
44、ompany was declared bankrupt as provided by law;2) pursuant to the Companys articles of association, the business term of the Company expires or one of the other events which are grounds for dissolution occurs, but excepts the existing of the Company by amending the articles of association ;3) a res
45、olution for dissolution made by the shareholders meeting;4) business license is revoked or the enterprise is ordered to be closed down or cancelled according to laws;5) dissolved by the Peoples Court pursuant to laws; AND 6) Other dissolution conditions according to laws and administrative regulatio
46、ns. CHAPTER VIII Supplemental ProvisionsArticle 25 The Company registration matters shall be verified and approved by the company registration authority. These Articles of Association are binding on the company, its shareholders, directors, supervisors and senior management personnel.Article 26 These Articles of Association are jointly made and executed by all the shareholders.Article 27 The articles of association shall be made in three (3) originals, and one original shall be submitted to the company registration authority. Signature of all shareholders: