Articles-of-Association--Template.doc

ARTICLES OF ASSOCIATION FOR Name of the 2010 1 TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS 2 CHAPTER II PURPOSE AND SCOPE OF THE COMPANY 3 CHAPTER III TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL 4 CHAPTER IV SHAREHOLDER BOARD OF DIRECTORS AND SUPERVISOR 5 CHAPTER V OPERATION AND MANAGEMENT ORGANIZATION 7 CHAPTER VI FINANCIAL AFFAIRS 9 CHAPTER VII PROFITS DISTRIBUTION 10 CHAPTER VIII LABOR MANAGEMENT 10 CHAPTER IX INSURANCE 11 CHAPTER X TERM TERMINATION AND LIQUIDATION 11 CHAPTER XI MISCELLANEOUS 12 2 ARTICLES OF ASSOCIATION FOR CHAPTER I GENERAL PROVISIONS ARTICLE 1FORMULATION OF ARTICLES OF ASSOCIATION These Articles of Association referred to as AOA are made as of the day of 2010 in Beijing the People s Republic of China referred to as China or PRC by referred to as the Shareholder in accordance with the Law of the People s Republic of China on Foreign Invested Enterprises and its implementing regulations and other relevant PRC laws and regulations for the establishment of the wholly foreign owned enterprise Name of the WFOE referred to as the Company ARTICLE 2NAME AND LEGAL ADDRESS OF THE COMPANY 2 1The name of the Company shall be Name of the WFOE 2 2The legal address of the Company shall be ARTICLE 3SHAREHOLDER OF THE COMPANY 3 1The Shareholder of the Company is 3 2The legal address of the Shareholder is 3 3The Authorized Representative of the Shareholder is 3 Name Position Nationality ARTICLE 4LIMITED LIABILITY COMPANY The Company shall be organized as a limited liability company Liabilities of the Company towards its debts shall be limited to all of its assets and liabilities of the Shareholder towards the Company shall be limited to the amount of its capital contribution ARTICLE 5CHINESE LEGAL PERSON The Company shall be a legal person as a wholly foreign owned enterprise under the laws of the PRC and all its activities shall be governed and protected by the relevant and published laws decrees rules and regulations of the PRC ARTICLE 6ESTABLISHMENT The establishment of the Company is subject to the approval and registration by competent government authorities The Company is established on the date when the Business License of the Company is issued by the competent government authority Company Establishment Date CHAPTER II PURPOSE AND SCOPE OF THE COMPANY ARTICLE 7PURPOSE The purpose of the Company is to ARTICLE 8BUSINESS SCOPE The business scope of the Company referred to as Business Scope shall be Wholesale commission agency excluding auction import and export of electronic 4 products providing related technology consulting and technology service any products subject to quota licenses administration or other special administration shall be handled pursuant to relevant State laws and regulations CHAPTER III TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL ARTICLE 9TOTAL AMOUNT OF INVESTMENT The total amount of investment of the Company shall be USD ARTICLE 10REGISTERED CAPITAL The registered capital of the Company shall be USD The Shareholder shall make its capital contribution in cash in U S dollars The difference between the total amount of investment and the registered capital shall be funded by way of loans ARTICLE 11CONTRIBUTION TO THE REGISTERED CAPITAL 11 1The Shareholder shall inject 50 of the registered capital into the Company within two 2 months and all the rest registered capital within two 2 years after the issuance of the Business License 11 2After the Shareholder pays its capital contribution in accordance with Article 11 the Company shall engage an accounting firm certified and registered in the PRC to verify the capital contribution and issue a capital verification report ARTICLE 12INVESTMENT CERTIFICATION If required by the Shareholder the Company shall issue an Investment Certificate to the Shareholder evidencing the paid in capital by the Shareholder The Investment Certificate shall include the following items Name of the Company Date of the establishment of the Company Name of the Shareholder and the investment contributed and 5 Date of the contribution of the investment ARTICLE 13CHANGE OF REGISTERED CAPITAL The registered capital shall not be reduced during the term of the Company However if there is a genuine need to reduce the registered capital of the Company due to changes in its total amount of investment operational scale and so forth the reduction shall be approved by the competent Chinese government authorities Any increase adjustment or assignment of the registered capital shall be subject to the decision of the Shareholder and the approval and registration of the competent Chinese government authorities CHAPTER IV SHAREHOLDER BOARD OF DIRECTORS AND SUPERVISOR ARTICLE 14RIGHTS OBLIGATIONS AND POWERS OF THE SHAREHOLDER 14 1The investor shall be the sole Shareholder of the Company The Shareholder shall be the highest level of authority of the Company 14 2The Shareholder shall have functions and powers including but not limited to the following a to decide on the operational policies and investment plans of the Company b to amend the Articles of Association of the Company c to decide on the increase or decrease of the registered capital or total investment of the Company d to decide on the merger division or other structural change of the Company e to decide on the extension of the term termination dissolution liquidation or other change of the form of the Company f to decide on the change or assignment of the equity interest of the Company g to approve the profit distribution plans or loss remedy plans of the Company h to approve the annual budgets final accounts of the Company i to approve reports of the execution director j to approve reports of the Supervisor and 6 k other functions and powers according to relevant laws and the Articles of Association ARTICLE 15BOARD OF DIRECTORS 15 1The Company shall establish a Board of Directors the Board The date of the establishment of the Board shall be the Company Establishment Date The Board shall consist of four 4 directors including one 1 Chairman and three 3 Directors The Shareholder shall appoint the Chairman and the directors in writing The directors shall have terms of office of three 3 years Their term of office may be renewed with the appointment of the Shareholder The Shareholder may replace the directors at any time during their term 15 2Chairman of the Board of the Company shall act as legal representative of the Company The Shareholder shall appoint legal representative in writing 15 3The Board s Functions and Powers are as follows a to report to the Shareholder b to implement the resolutions of the Shareholder c to formulate the business plans and investment plans of the Company d to formulate the proposed annual finance budgets and final accounts of the Company e to formulate the profit distribution plans and plans for making up losses of the Company f to formulate the plans for increasing or reducing the registered capital of the Company and the issuance of company bonds g to formulate the plans for the merger division restructuring dissolution or other change of the form of the Company h to decide on the establishment of the Company s internal management organization i to decide on the engagement or dismissal of the General Manager of the Company and other management personnel of the Company j to formulate the basic management system of the Company and k to carry out other functions and powers set forth in the Articles of Association 15 4The Board meeting shall be convened at the written request of the Chairman or three 3 directors Such meeting shall be called and presided over by the Chairman A director may be appointed to call and preside over the Board meeting in absence of the Chairman The Board meeting may be held at the 7 premise of the Company s registration address or at some other location Should a Director be unable to attend the meeting personally he shall present a proxy authorizing a representative to represent and vote for him 15 5 The Board shall adopt a resolution in form of writing Except matters which shall require unanimous consent of all the directors all the remaining matters shall become valid upon adoption by more than half of the attendees of the board meeting Minutes of the meetings may be kept and signed by all the Directors or their proxies at the Board meetings 15 6 A Board meeting requires a quorum of more than two thirds 2 3 of the directors present or by proxy The notice of the meeting shall be delivered to the directors ten 10 days prior to the meeting however such notice can be waived upon unanimous consent of the directors A Board meeting can also be held by means of conference call or other methods that allow all the directors to be communicated with 15 7The Company shall be responsible for the expenses e g travelling and accommodation incurred by the directors in the performance of their duties ARTICLE 16SUPERVISOR 16 1The Company shall have one 1 Supervisor appointed by the Shareholder The term of the Supervisor shall be three 3 years which can be renewed by re appointment by the Shareholder The Supervisor shall not simultaneously act as a director or senior management of the Company 16 2The Supervisor has the following duties and powers a inspect the finances of the Company b supervise the performance of the directors and senior management personnel of the Company c request a director or senior management personnel to take corrective measures if his action has damaged the Company s interests d make enquires and suggestions on matters decided by the Board supervise the operation of the Company and report to the Shareholder and e other duties and powers according to the applicable laws and regulations CHAPTER V OPERATION AND MANAGEMENT ORGANIZATION 8 ARTICLE 17OPERATION AND MANAGEMENT ORGANIZATION 17 1The Company shall establish an operation and management organization appropriate to the size and nature of the business of the Company 17 2The operation and management organization shall have one 1 General Manager and other senior management personnel as decided by the Board The General Manager and other senior management personnel shall be appointed by and may be removed by the Board 17 3The directors may serve concurrently as the General Manager and or other senior management personnel of the Company 17 4The General Manager and other management personnel of the Company shall a abide by these Articles of Association b faithfully perform their duties and act in the best interests of the Company c not engage in any activities that are or may be harmful to the interests of the Company d not use their position functions or powers in the Company to seek personal interests e not offer or accept any bribe to or from others f not disclose any trade secret or confidential information of the Company to others and g maintain books records and systems of accounting and control adequate to insure that the assets and operations of the Company are accounted for properly and that the business of the Company is carried out according to the directions of the Board ARTICLE 18GENERAL MANAGER 18 1The General Manager shall be appointed by and directly responsible for the Board The General Manager shall be in charge of the daily operation and management of the Company The scope of power and duties of the General Manager shall be decided by the Board 18 2 The General Manager shall have the following powers and duties a to implement the internal rules of the Company including but not limited to the management structure financial rules and labor management rules b to organize and lead the daily operation and management of the Company 9 c to formulate various forecasts projections and plans of the Company and submit them to the Board for approval d to establish labor policies standards of recruitment salaries and benefits of employees and duties and responsibilities of employees e to open and maintain bank accounts and to enter into contracts or agreements binding on the Company unless otherwise specified by the Board f to implement other decisions of the Board and g to decide other matters in relation to the operation and management of the Company except for matters to be decided by the Board 18 3The General Manager may when necessary authorize other officers of the Company to perform any or all of his responsibilities CHAPTER VI FINANCIAL AFFAIRS ARTICLE 19ACCOUNTING TAXES AND FOREIGN CURRENCY 19 1The accounting system of the Company shall be formulated and implemented in accordance with the commonly adopted Enterprise Accounting System and relevant PRC laws 19 2The accounting fiscal year of the Company shall be the calendar year and shall run from January 1st to December 31st 19 3The bookkeeping base currency of the Company shall be Renminbi RMB The Company may also adopt the U S Dollar as a supplemental bookkeeping currency 19 4All financial records invoices receipts books statements and reports of the Company shall be written in Chinese and may also be written in English and shall be recorded and maintained properly in accordance with relevant PRC laws 19 5The Company may retain a PRC public accountant to conduct audits of the Company s financial statements and books 19 6The Company shall pay taxes and apply for deductions and exemptions in accordance with relevant PRC laws 10 19 7The Company shall maintain RMB and foreign currency bank accounts at authorized PRC banks in accordance with relevant PRC laws 19 8All foreign exchange matters of the Company shall be handled in accordance with relevant PRC laws CHAPTER VII PROFITS DISTRIBUTION ARTICLE 20DIVIDENDS 20 1After the Company has paid taxes and made up any losses incurred in any previous year prior to distribution of the net profits of the Company to the Shareholder the Company shall set aside the reserve fund the enterprise development fund and other funds in accordance with PRC laws 20 2The Board shall decide the amount of profits to be allocated to each of these funds but no less than the amount required by PRC laws 20 3 After a injection of the registered capital in accordance with the Articles of Association b utilization of the accumulated tax losses of previous years c payment of all income tax payable and d the allocation of funds pursuant to the above provision the Board may declare the remaining profits to be payable as dividends to the Shareholder 20 4The Company may remit the dividends generated from the operation of the Company and or remaining funds after liquidation of the Company to the Shareholder CHAPTER VIII LABOR MANAGEMENT ARTICLE 21LABOR MANAGEMENT Labor related matters of the Company shall be handled in accordance with PRC laws including but not limited to the recruitment employment salaries and benefits social insurance labor discipline dismissal and resignation of the employees 11 ARTICLE 22LABOR UNION Employees of the Company shall have the right to establish a labor union in accordance with the Labor Union Law of the People s Republic of China and the Constitution of the Labor Union of China The Company shall make allocations to the labor union fund in accordance with the relevant PRC laws ARTICLE 23LABOR CONTRACT The Company shall enter into labor contracts with each of its employees The labor contracts shall conform to the requirements of the relevant PRC laws CHAPTER IX INSURANCE ARTICLE 24INSURANCE All insurance the Company needs during its operation shall be purchased from domestic insurance companies The type of insurance insurance coverage and period of coverage shall be decided by the Company in accordance with its operational needs and applicable laws CHAPTER X TERM TERMINATION AND LIQUIDATION ARTICLE 25TERM OF THE COMPANY The term of operation of the Company Company Term shall be fifteen 15 years commencing from the Company Establishment Date ARTICLE 26EXTENSION OF THE COMPANY TERM The Company Term may be extended if the Shareholder so decides which shall be subject to the approval and registration by the competent government authorities 12 ARTICLE 27TERMINATION 27 1The Company shall be terminated automatically upon expiration