2. SICHUAN TANGHONG INDUSTRIES CO., LTD.
Articles of Association
Chapter1 General Principle
Article1. In accordance with the 'PRC Company Law' (hereinafter referred to as
the 'Company Law') and related laws, regulations, jointly funded by the other
side to set up Sichuan Tanghong Industries Co., Ltd(hereinafter referred to the
company) is specially formulated charter.
Article2.In the event that the terms and conditions of these articles of associati
on conflict with any law, regulation or rule ofthe PRC currently in force and app
licable to the Company (the "Applicable Laws"), the Applicable Laws shall prev
ail.
Chapter2 Company Name and Address
Article3. Company Name: Sichuan Tanghong Industries Co., Ltd
Article4. Company Address: Economic experiment development zone of
Youxian district Mianyang city
Chapter3 Business Scope of the Company
Artticle5. Business Scope of the company: Passenger vehicles, transportation,
Car passenger terminal (operating by subsidiaries), car fixation, car rental, real
estate development and management.
General business scope: sales of silk, tech services of sericulture,
import and export trade, tourism project investment, small articles of daily
use, daily groceries, sales of stationery commodities, landscaping services,
sales of accessories of car, real estate project investment, production and sales
of home textiles.
3. (The business scope of the Company is subject to approval in the company
registration authority)
Chapter4The Registered Capital of the Company, Names of the Shareholders,
the Type, Amount and Schedule of Capital Contribution
Article6. The registered capital of the Company: 120000,000 RMB
Paid-in capital: 120000,000 RMB
4. Article7.
The personal (or corporate) names of the shareholders, subscribed and actually paid capital contribu
tion amount, schedule for making the contribution, and the types of such contribution are as follows
The
personal
(or
corporate)
names of
the
shareholde
rs
Subscribed capital contribution Actually paid capital contri
bution amount at the estab
lishment (date of applicatio
n for alteration registration
) of Company
ID and
qualificati
on
certificate
Capita
l
contri
bution
amou
nt(10,
000
RMB)
Capital
contrib
ution
percent
age (%)
Schedule
for making
contributio
n
Type of
the con
tributio
n
Capita
l
contri
bution
amou
nt(10,
000
RMB)
Schedule
for
making
contributi
on
Type
of the
contr
ibutio
n
Mianyang
City Youxian
District
Tianxing
Machinery
Plant
4785 39.9
2010.04.28
2011.02.11
Net
asset
moneta
ry
4785
2010.04.2
8
2011.02.1
1
Net
asset
mone
tary
Registratio
n number:
51070400
0012223
Xu Chenglin 7215 60.1
2010.04.28
2012.02.06
2012.08.21
Net
asset
moneta
ry
7215
2010.04.2
8
2012.02.0
6
2012.08.2
1
Net
asset
mone
tary
51020219
48122905
17
5. 12000 100 12000
Chapter5 The Company's Organizational Structure, its Establishment and
Power, and Procedures
Article8.
The shareholders’ meeting of the Company shall be composed of all the shareh
olders. The shareholders' meeting shall be the organ of authority of the Compa
ny 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, and to deci
de on matters concerning the remuneration of the executive director and the s
upervisor;
(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 Company's proposed annual financial budgets a
nd final accounts;
(6) To review and approve the Company's profit distribution plans and plans fo
r making up losses;
(7) To pass resolutions on the increase or reduction of the Company's register
ed capital;
(8) To pass resolutions on the issuance of corporate bonds;
(9) To pass resolutions on matters such as the merger, division, dissolution, liq
uidation or change of the corporate form of the Company; and
(10) To amend the articles of association of the Company.
(11) Other functions and power
Article9.The first shareholders' meeting shall be convened by, and presided ove
r bythe shareholder who made the largest capital contribution.
6. Article10. Shareholders shall exercise their voting rights at shareholders' meeti
ngs in proportion to their respective shares of capital contributions.
Article11. Shareholders' meetings may either be regular meetings or
extraordinary meetings.
If a shareholders’ meeting of any form is to be convened, all shareholders shall
be notified in writing 15 calendar days before the meeting is held
Regular meetings shall be convened as determined by the executive director.
An extraordinary meeting shall 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.
Article12. Shareholders' meetings shall be convened and presided over by the
executive director. Where the executive director is unable to perform, or fails
to perform his or her duties to convene a shareholders' meeting, the
shareholders' meeting shall be convened and presided over by the supervisor.
Where the supervisor fails to convene and preside over such shareholders'
meeting, shareholders representing one-tenth or more of the voting rights are
entitled to independently convene and preside over a shareholders' meeting.
Article 13
Any resolution of any type of shareholders' meeting relating to the amendmen
t of the articles of association, an increase or reduction of the registered capita
l of the Company, or any merger, division, dissolution or change of corporate f
orm in relation to the Company as well as the appointment or change of the ex
ecutive director requires the affirmative votes by shareholders representing tw
o-thirds of the voting rights.
Article14.
The Company shall not have a board of directors, but shall have an executive di
rector to be appointed by the shareholders' meeting. The term of the executiv
e director shall be no more than 3 years. An executive director may serve cons
ecutive terms upon expiration of his term if re-appointed. The company selects
Xu Chenglin as the executive director that is the legal representative.
Article15.The executive director shall exercise the following functions and pow
ers:
7. (1) Be responsible for convening shareholders' meetings and presenting report
s to the shareholders meeting;
(2) Implement resolutions issued by the shareholders' meeting;
(3) Consider and determine the Company's business plans and investment plan
s;
(4) Prepare annual financial budget plans and final accounting plans in relation
to the Company;
(5) Prepare profit distribution plans for the Company and plans for making up a
ny losses suffered by the Company;
(6) Prepare plans for increasing or reducing the Company's registered capital a
nd for issuance of corporate bonds;
(7) Formulate plans for mergers, divisions, changes of corporate form or dissol
ution in relation to the Company;
(8) Determine the Company's internal management structure;
(9) Determine the appointment or removal of the Company's general manager
as well as the remuneration of the general manager, and upon the general ma
nager's recommendation, determine the appointment or removal of deputy ge
neral manager(s), the officer in charge of finance of the Company and their re
muneration;
(10) Formulate general management system of the company
(11) Other functions and power
Article16.
The Company shall have a general managerwho shall be appointed or removed
by the executive director. The general manager shall be responsible to the exe
cutive director. The general manager shall exercise the following functions and
powers:
(1) Be in charge of the management of the Company's operational activities, an
d organize the implementation of the executive director's resolutions;
8. (2) Organizethe implementation of annual business plans and investment plans
in relation to the Company;
(3) Prepare the plan for the Company's internal management structure;
(4) Prepare the basic management system for the Company;
(5) Formulate specific internal rules and regulations for the Company;
(6) Propose the appointment or removal of the deputy general manager(s) and
the officer in charge of finance of the Company;
(7) Determine the appointment and removal of Company's management perso
nnel other than those whose appointment or removal shall be determined by t
he executive director;
(8) Other powers delegated by the executive director.
Article17. The Company shall not have a board of supervisor, but shall have a
supervisor to be appointed by the shareholders' meeting. The term of the
supervisor shall be no more than 3 years. A supervisor may serve consecutive
terms upon expiration of his term if re-appointed.
Article18.
The supervisor of the Company shall exercise the following functions and powe
rs:
(1) Examine the Company's financial affairs;
(2) Monitor the acts of the executive director and senior management person
nel when carrying out their duties in relation to the Company, and make propo
sals to remove from their positions the executive director or senior manageme
nt personnel who violate laws, administrative regulations, the articles of associ
ation of the Company or resolutions of the shareholders' meeting;
(3) Require the executive director or senior management personnel to rectify t
heir conduct when any of their actions damage the interests of the Company;
9. (4) Propose the extraordinary shareholders' meetings, convening and presidin
g over shareholders' meetings when the executive director fails to perform his
duty to convene and preside over shareholders' meetings as prescribed in this
articles of association; and
(5) Put forward proposals to shareholders' meetings.
(6) In accordance to No.152 of Company Law, Sue or the executive director and
senior management.
(7) Other functions and powers
Chapter6 The Legal Representative of the Company
Article19. The executive director Xu chenglin shall serve as the legal
representative of the Company elected by the shareholders for a term of three
years. And if re-appointed upon expiration of his term of office, an executive
director may serve consecutive terms as legal representative.
Chapter7 Other provisions
Article20.
The shareholders of the Company may freely transfer all or part of their equity
interests.
Article21. The transfer of ownership rom shareholders to shareholders should
be agreed by a majority of other shareholders. Shareholders on the transfer
of its shares to other shareholders to solicit written consent. Other
shareholders receiving written notice on the 30th day of the month following
the expiration of a reply, as agreed to the transfer. More than half the other
shareholders do not agree to the assignment, the shareholders do not agree to
the transfer of ownership should be purchased; Not to buy. Considered to
have consented to the transfer. After the shareholders agree to the transfer of
shares in the same condition, the other shareholders in a pre-emptive. Two or
more shareholders exercise their right of pre-emption proposal, in consultation
with their respective proportion of the purchase; Failure. According to the
license transfer exercise their right of pre-emption.
10. Article22.
The term of the Company shall be fifty (50) years, starting from the business lic
ense issuance date.
Article23. In one of the following cases, Company liquidation team shall be
liquidated within 30 days of the end of their own authorities to cancel the
registration of registered companies:
(1) The company was declared bankrupt;
(2) The expiration of the period stipulated in the articles of the business or
other dissolved matter stipulated in the articles appeared. However, the
company continued to exist except to amend the company's charter;
(3) One shareholder resolution to dissolve the limited liability company or the
shareholders dissolved;
(4) According to the suspension of a business license, or order the closure was
revoked;
(5) The Court will be dissolved;
(6) Laws, administrative regulations dissolved the other cases.
Chapter8 Supplemental Provisions
Article24.
The Company registration matters shall be verified and approved by the compa
ny registration authority
Article25. These articles of association shall be made in two
originals, and one original shall be submitted to the company registration auth
ority.
These articles of association are hereby executed by all the shareholders
