爱华网General Principle Articles of Association
.In accordance with the PRC Company Law (hereinafter referred to asthe "Company Law") and other relevant laws and regulations, intotal two (2) parties, jointly make capital contributions toestablish (hereinafter referred to as the "Company"), and thesearticles of association are hereby formulated.
In the event that the terms andconditions of these articles of association conflict with any law,regulation or rule and other legislative, executive or judicialinterpretation or pronouncement of the PRC currently in force andapplicable to the Company (the "ApplicableLaws"), the Applicable Laws shallprevail.
Chapter 1: The Establishmentand the address of the Company
Article 1.The name of the Company is: Bazhou sanli industrial Co., LTD .
Article 2.The address of the Company is: Jianhua industrialzone Shengfangtown , Bazhou city
Chapter 2: Business Scope of theCompany
Article 3. Thebusiness scope of the Company is (subject to approval in businesslicense):. Production and sales steel tube, stripsteelplywood, wooden and steel furniture, management theenterprises produced products and technology in the export businessand enterprise required mechanical equipment, spare parts, rawmaterials import and export business, (managingaccordingthe catalogue of import and export business ) business consultingand training
Article 4.The form of organization of the Company shall be a limitedliability company. The liability of a shareholder of the Companyshall be limited to the registered capital contributed by orcommitted to be contributed by such shareholder to the Company.Unless otherwise specifically agreed in writing by theshareholders, creditors of the Company shall only have recourse tothe assets of the Company, and shall not seek repayment from theshareholders of any debt, liability or obligation of theCompany.
Article6.The Company shall be an independent legal person under the CompanyLaw. The Company shall be subject to thejurisdiction of, and shall be protected by the Applicable Laws. Theactivities of the Company shall comply with the ApplicableLaws.
Article8.The Company shall conduct its business as an independent economicentity and will operate autonomously.
Article9.The Company shall have the power, including without limitation,to:
(1)enter into lease, land use transfer and/or grant agreements toobtain office premises or any other business premises andtechnology or equipment for the Company;
(2)enter into any other contracts with any person, entity ororganization, whether existing under relevant laws in the PRC’sjurisdiction, or the laws of any other country or region requiredfor the efficient operation of the Company, including contracts forthe provision of utilities, labour, furniture, appliances,equipment, machinery and any other supplies;
(3)borrow money or give guarantees for any of the purposes of theCompany and, from time to time without limitation as to amount, todraw, make, accept, endorse, execute and issue bills of exchangeand other negotiable or non-negotiable instruments and evidences ofindebtedness in accordance with the Applicable Laws;
(4)to secure the payment of any of the foregoing and of any interestthereon by granting a mortgage, pledge, or other security interestover any whole or part of the property of the Company in accordancewith the Applicable Laws;
(5)carry on business in connection with the foregoing, and do any orall of the things set forth above;
(6)take out and maintain all necessary insurances for the Company andits assets in accordance with the Applicable Laws; and
(7)engage in any other lawful act or activity within the approvedbusiness scope of the Company or which it is, from time to time,otherwise permitted to engage in under the ApplicableLaws.
Chapter 4: The RegisteredCapital of the Company, Names of the Shareholders,the Type, Amount and Schedule of Capital Contribution
, Names of the Shareholders,
Article10.The registered capital of the Company shall be:.
RMB103800000元
Article11.The personal (or corporate) names of the shareholders, subscribedand actually paid capital contribution amount, schedule for makingthe contribution, and the types of such contribution are asfollows:
Article12.When the Company is formed, the investment certification should beissued to each shareholder. The investment certificate shallspecify the following particulars:
(1)the name of the Company;
(2)the date of establishment of the Company;
(3)the registered capital of the Company;
(4)the name of the shareholder, the amount of his capital contributionmade and the date of capital contribution; and
(5)the serial number and date of issuance of the capital contributioncertificate.
The capital contribution certificate shall beaffixed with the seal of the Company.
Chapter 5: The Company'sOrganizational Structure, its Establishment and Power, andProcedures
Article13.The shareholders’ meeting of the Company shall be composed of allthe shareholders. The shareholders' meeting shall be the organ ofauthority of the Company and shall exercise the following functionsand powers:
(1)to decide on the business policies and investment plans of theCompany;
(2)to elect and replace the executive director and the supervisor, andto decide on matters concerning the remuneration of the executivedirector 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 Company's proposed annual financialbudgets and final accounts;
(6)to review and approve the Company's profit distribution plans andplans for making up losses;
(7)to pass resolutions on the increase or reduction of the Company'sregistered capital;
(8)to pass resolutions on the issuance of corporate bonds;
(9)to pass resolutions on matters such as the merger, division,dissolution, liquidation or change of the corporate form of theCompany; and
(10)to amend the articles of association of the Company.
Article14.The first shareholders' meeting shall be convened by, and presidedover by, (1) the shareholder who made the largest capitalcontribution; or (2) if all shareholders have made an equal capitalcontribution, then by ZHU KAI (朱凯).
Article15.Shareholders shall exercise their voting rights at shareholders'meetings in proportion to their respective shares of capitalcontributions.
Article16.Shareholders' meetings may either be regular meetings or extraordinary meetings. If ashareholders’ meeting of any form is to be convened, allshareholders shall be notified in writing 15 calendar days beforethe meeting is held. Such notice shall bedelivered by facsimile, telex, telegram or registered airmail totheir last known addresses or contact numbers (or such otheraddress or contact number as the shareholder may specify). Thenotice shall indicate the time and place and shall contain theagenda of the shareholders' meeting. Notice of any shareholders'meeting may be reduced or waived by unanimous consent of all theshareholders. Notice of a shareholders' meeting shall be deemedduly given to any shareholder who attends the meeting withoutprotesting, before or at its commencement, of the lack of notice tothat shareholder.
Regular meetings shall be convened as determinedby the executive director. An extraordinary meeting shallbe convened if it is proposed by shareholders representingone-tenth or more of the voting rights, or by the executivedirector or the supervisor.
Article17.Shareholders' meetings shall be convened and presided over by theexecutive director. Where the executive director is unable toperform, or fails to perform his or her duties to convene ashareholders' meeting, the shareholders' meeting shall be convenedand presided over by the supervisor. Where the supervisor fails toconvene and preside over such shareholders' meeting, shareholdersrepresenting one-tenth or more of the voting rights are entitled toindependently convene and preside over a shareholders'meeting. Shareholders' meetings may be attendedby shareholders in person, by proxy or bytelecommunications. If a shareholder is unable toparticipate in a shareholders' meeting in person or bytelecommunications, he may issue a written proxy and entrust arepresentative (including another shareholder) to participate inthe meeting on his behalf. The representative soentrusted shall have the same rights and powers as the shareholder,unless otherwise expressly stated in the appointmentdocument. Such representative shall present suchwritten proxy to the person presiding over the shareholders'meeting, in accordance with these Articles of Association, prior tothe start of any such shareholders' meeting, and such proxy shallbe attached to the minutes of the shareholders' meeting.
Article18.Any resolution of any type of shareholders' meeting relating to theamendment of the articles of association, an increase or reductionof the registered capital of the Company, or any merger, division,dissolution or change of corporate form in relation to the Companyas well as the appointment or change of the executive directorrequires the affirmative votes by shareholders representingtwo-thirds of the voting rights.
Article19.The Company shall not have a board of directors, but shall have anexecutive director to be appointed by the shareholders'meeting. The term of the executive director shallbe no more than 3 years. An executive director may serveconsecutive terms upon expiration of his term ifre-appointed.
Article20.If the office of executive director is vacated by the retirement,resignation, illness, disability or death of the executivedirector, or by the removal of such executive director by theshareholders' meeting, then the shareholders' meeting shall appointa successor.
Article21.The executive director may serve concurrently as an officer oremployee of the Company. The resolutions of theexecutive director should be issued in writing and signed by theexecutive director.
Article22.The executive director shall exercise the following functions andpowers:
(1)be responsible for convening shareholders' meetings and presentingreports to the shareholders' meeting;
(2)implement resolutions issued by the shareholders'meeting;
(3)Consider and determine the Company's business plans and investmentplans;
(4)prepare annual financial budget plans and final accounting plans inrelation to the Company;
(5)prepareprofit distribution plans for the Company and plans for making upany losses suffered by the Company;
(6)prepareplans for increasing or reducing the Company's registered capitaland for issuance of corporate bonds;
(7)formulateplans for mergers, divisions, changes of corporate form ordissolution in relation to the Company;
(8)determine the Company's internal management structure;
(9)determine the appointment or removal of the Company's generalmanager as well as the remuneration of the general manager, andupon the general manager's recommendation, determine theappointment or removal of deputy general manager(s), the officer incharge of finance of the Company and their remuneration;
(10)review and approve Company policies and procedures regardingmanagement of financial accounts, execution of legal documents andother important matters;
(11)determine to enter into any joint venture with, or investment in,another legal entity or the acquisition of the equity interests in,or the assets of, another legal entity;
(12)establish the Company bank accounts and appointthe Company’s independent auditor;
(13)determine the execution of loan credit facilities or any other typeof lending by the Company.
(14)conduct legal or dispute settlement proceedings to which theCompany is a party; and
(15)other important matters relating to the operation and management ofthe Company.
Article23.The executive director may, by resolution or power of attorney,delegate any of the aforementioned powers and any other powersgranted to the executive director by virtue of these articles ofassociation to the general manager or such other employee of theCompany within such a scope, and for such period of time, as hesees fit.
Article24.The Company shall have a general manager with a term of threeyears, who shall be appointed or removed by the executive director.The general manager shall be responsible to the executive director.The general manager shall exercise the following functions andpowers:
(1)be in charge of the management of the Company's operationalactivities, and organize the implementation of the executivedirector's resolutions;
(2)organize the implementation of annual business plans and investmentplans in relation to the Company;
(3)prepare the plan for the Company's internal managementstructure;
(4)prepare the basic management system for the Company;
(5)formulate specific internal rules and regulations for theCompany;
(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 managementpersonnel other than those whose appointment or removal shall bedetermined by the executive director; and
(8)other powers delegated by the executive director.
Article25.The general manager shall be responsible for the day-to-dayoperations and management of the Company, and shall carry out allother matters pursuant to such authority as may be granted to himby the executive director from time to time.
Article26.If required by the Company's business activities, the Company mayappoint a chief financial officer. The executivedirector shall not concurrently hold office as the chief financialofficer. If the executive director decides toappoint a chief financial officer, such person shall be employed bythe Company in accordance with the terms of an individualemployment contract entered into between the chief financialofficer and the Company and approved by the executivedirector. Subject to the terms thereof, the chieffinancial officer may be rewarded, disciplined or removed bydecision of the executive director in light of the recommendationsof the general manager. In managing the day-to-day financialoperations of the Company, the chief financial officer shall workunder the supervision and direction of the generalmanager.
Article27.If required by the development of the Company's businessactivities, the executive director may establish additionaldepartments or management staff positions, such as the deputygeneral manager, and may designate the relevant officersresponsible for such departments or holding such positions asmanagement personnel. Management personnel for such departments orpositions shall be appointed by the executive director, or, if soempowered by the executive director, by the generalmanager.
Article28.Where no chief financial officer is appointed, the general managershall be responsible for the preparation of the annual budget ofthe Company. Where a chieffinancial officer is appointed, the chief financial officer shallprepare the annual budget under the supervision of the generalmanager. The budget for each fiscal year shall be submitted to theshareholders' meeting for examination prior to the preceding fiscalyear and shall include information on matters including, but notlimited to:
(1)the procurement of equipment and other capital expenditures of theCompany;
(2)the sources and the use of funds of the Company;
(3)plans with respect to the Company's business premises;
(4)the repair, operation and maintenance of the assets and equipmentof the Company; and
(5)the estimated income and expenditures of the Company for the fiscalyear covered by the business plan and budget.
The shareholders’ meeting shall complete itsexamination and, if adopted, approval of the plan and budget by theend of the fiscal year in which they are submitted to theshareholders' meeting.
Article29.The Company shall have one supervisor. The term of office of thesupervisor shall be three years. The supervisormay serve consecutive terms upon expiration of his term ifre-elected. The position of supervisor can not beheld concurrently by the executive director or other seniormanagement personnel of the Company. If the supervisor retires,resigns, falls ill or loses legal capacity, the successor of thesupervisor shall be appointed by the shareholders'meeting.
Article30.The supervisor of the Company shall exercise the followingfunctions and powers:
(1)examine the Company's financial affairs;
(2)monitor the acts of the executive director and senior managementpersonnel when carrying out their duties in relation to theCompany, and make proposals to remove from their positions theexecutive director or senior management personnel who violate laws,administrative regulations, the articles of association of theCompany or resolutions of the shareholders' meeting;
(3)require the executive director or senior management personnel torectify their conduct when any of their actions damage theinterests of the Company;
(4)propose the extraordinary shareholders' meetings, convening andpresiding over shareholders' meetings when the executive directorfails 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.
Chapter 6: The LegalRepresentative of the Company
Article31.The executive director shall serve as the legal representative ofthe Company elected by the shareholders for a term of three (3)years. And if re-appointed upon expiration of his term of office,an executive director may serve consecutive terms as legalrepresentative.
Chapter 7: ShareTransfer
Article32.The shareholders of the Company may freely transfer all or part oftheir equity interests.
Article33.Where a shareholder transfers its equity interests, it shall notifythe other shareholders in writing of the transfer of such equityinterests.
Article34.Upon the death of the shareholder, the executors, administrators,or legal representatives of the deceased shall, within 90 daysafter qualification as such, sell to the third party approved byother shareholders, all the shares of the equity interests in theCompany, owned by the deceased at the time of his or herdeath.
The valuation of the shares shall be according tomarket value appraised by an independent appraiser if notagreed. The purchase price shall be paid asfollows: 100% in cash within 30 days after the qualification of thelegal representatives of the deceased shareholder.
It is the wish of the parties to these Articlesthat within the period specified above after the death of theshareholder; his or her family shall terminate all interest in theCompany.
Chapter 8: OperationSite
Article35.The Company will conduct its business operations at its registeredaddress and at such other locations as may be approved by theexecutive director, subject to obtaining the approval from, orregistration with the relevant government departments in accordancewith the Applicable Laws, providing that nothing in these articlesof association shall be construed as limiting the geographicalscope of any projects undertaken by the Company.
Article36.All contracts for the leasing of real property entered into by theCompany shall be submitted with other required documents to therelevant real estate administration departments for registration,as required under the Applicable Laws.
Chapter 9: LabourManagement
Article37.Matters relating to the recruitment, employment, dismissal,resignation, wages, welfare and other matters concerning thepersonnel of the Company shall be determined autonomously by theCompany without outside interference, in accordance with theApplicable Laws and the internal rules, regulations and policiesadopted by the Company and approved in writing by the executivedirector from time to time.
Article38.The Company shall comply with the Applicable Laws concerning labourprotection and social welfare and ensure safe and civilizedoperation. Labour insurance and social welfare contributions forthe personnel shall be made in accordance with the ApplicableLaws.
Article39.The general manager shall determine the professional and otherqualifications and number of personnel in accordance with theoperating needs of the Company.
Article40.The general manager shall formulate specific policies regarding therecruitment, dismissal, wages, labour insurance, welfare, rewardsand penalties of personnel, and shall submit such policies to theexecutive director for approval.
Article41.The Company may recruit local and expatriate personnel inaccordance with the Applicable Laws. The necessary formalities forthe recruitment of PRC citizen personnel shall be handled with thelabour and personnel departments in the relevant localities inaccordance with the Applicable Laws.
Article42.The Company shall offer employment contracts to all its personnel.The Company shall enter into individual labour contracts with eachmember of its personnel in accordance with the Applicable Laws,including the PRC Labour Law and relevant local labour laws andregulations.
Article43.A labour contract entered into by the Company must, at a minimum,include the following items:
(1)the names of the relevant parties to it;
(2)the work tasks or duties to be carried out and the usual place ofwork;
(3)the duration of the labour contract (if for a fixedterm);
(4)salary, welfare benefits, labour insurance, labour protection andlabour discipline;
(5)conditions for termination of labour contract; and
(6)liability for breach of the labour contract.
Labour contracts must be filed at the ShenzhenHuman Resources and Social Security Bureau or other relevantgovernment office or offices in accordance with ApplicableLaws.
Article44.Without prejudice to the generality of Article 43, the contents oflabour contracts entered into by the Company with its personnelshall accord with the stipulations of the Applicable Laws. Eachlabour contract shall be legally effective from the date ofsigning, unless expressly stated to the contrary in these articlesof associations. The parties to such labour contracts shallconscientiously perform their respective obligations thereunder.The term of a labour contract can be extended upon expiration ifagreed to in writing by the parties thereto.
Article45.Working personnel shall have the right to establish a labour unionand to perform union activity in accordance with the ApplicableLaws. The labour union in the Company isrepresentative of the interests of the staff andworkers. The tasks of the labour union are: toprotect the democratic rights and material interests of the staffand workers; to assist the Company in arranging and making rationaluse of welfare funds and bonuses; to conciliate in labour disputes;to organize, study and carry out activities for working personnel;and to educate working personnel to observe labour discipline andstrive to fulfil the economic tasks of theCompany.
Article46.Where the executive director is considering and deciding on mattersconcerning working personnel such as rewards, punishments, thesalary system, welfare benefits, labour protection and labourinsurance, a representative from the labour union shall have theright to meet with the executive director, and the executivedirector shall listen to his opinions, and obtain the cooperationof the labour union.
Article47.The Company shall allocate each month funds equal to two percent(2%) of the total actual wages of its employees (or such otheramount as may be required under the Applicable Laws) as a fund tobe used by the labour union in accordance with the Applicable Lawsgoverning the use of such funds.
Article48.The Company shall also enter into employment contracts withexpatriate personnel, the model contracts for which (if any) shallbe approved by the executive director.
Article49.The salaries, welfare benefits and other terms of employment ofworking personnel shall be determined by the executive director inlight of the recommendations of the general manager as to theability and skill of such staff and workers and with reference tothe Applicable Laws (including but not limited to those relating tothe minimum wages payable in the Shenzhen Municipality or localityof any branch of the Company) and other Company policies in forcefrom time to time. Such salary, welfare benefits and other terms ofemployment shall also be set forth in detail in the labour contractentered into with each such working personnel.
Article50.The salaries, social insurance, welfare benefits and otheremployment terms of the management personnel shall be decided bythe executive director.
Article51.Labour disputes shall be handled in accordance with the relevantprovisions of the relevant labour contract and the ApplicableLaws.
Chapter 10: Financial Affairsand Accounting
Article52.Accounting System
(1)The chief financial officer of the Company (if any), under thesupervision of the general manager, shall be responsible for thefinancial management of the Company.
(2)The chief financial officer (or if none appointed, the generalmanager) shall prepare the accounting system and procedures inaccordance with the Enterprise Accounting System and supplementarystipulations promulgated by the Ministry of Finance and otherrelevant laws. The accounting system and procedures to be adoptedby the Company shall be submitted to the executive director forapproval. Once approved by the executivedirector, the accounting system and procedures shall be filed withthe authority in charge of the Company and with the relevant localdepartment of finance and the tax authorities for the filing. Thedebit and credit method, as well as the accrual basis ofaccounting, shall be adopted as the methods and principles forkeeping accounts.
(3)The Company shall adopt Renminbi as its book-keeping base currency,but may also adopt Hong Kong Dollars United States Dollars or otherforeign currencies as supplementary book-keeping currencies.Treatment of exchange gains and losses arisingfrom exchange rate differences shall accord with the accountingtreatment for foreign currency transactions announced by theMinistry of Finance of the PRC and other relevant laws.
(4)All accounting records, vouchers, books and statements of theCompany shall be made and kept in Chinese and English. Theoriginals of such accounting books, records and statements of theCompany shall be kept at the Company's legal address. Mattersconcerning how long such accounting books, records and statementsshall be kept and the method of their ultimate disposal shall behandled in accordance with the relevant rules of the Ministry ofFinance of the PRC and other relevant laws.
Article53.Auditing
(1)The Company’s independent auditor shall be engaged by the Companyas its auditor to examine and verify the annual financialreport. The Company’s independent auditor shallbe appointed and removed by the executivedirector.
(2)Quarterly and annual financial statements, and such other reportsas the executive director may require to be prepared shall beprepared and submitted by the chief financial officer (or if noneappointed, by the general manager) to the executivedirector. Such statements shall be in Chinese andEnglish and shall reference both RMB and any other supplementarybookkeeping currency adopted by the Company. Except as otherwisedetermined by the executive director, the annual financialstatements will include the following statements (includingfootnotes):
(i)balance sheet;
(ii)profit and loss statement;
(iii)statement of changes in financial position; and
(iv)profit distribution recommendations.
(3)The quarterly financial statements shall be presented to theexecutive director in sufficient time for the executive director toapprove them and submit them to each shareholder. Then the generalmanager shall arrange the filing with the proper authorities. Theannual financial statements shall be audited and presented to theexecutive director and each shareholder within the first three (3)months of the next succeeding financial year. The annual financialstatements shall be certified by the independent auditor inaccordance with the Applicable Laws. The general manager shall filethe certified annual financial statements with the properauthorities as required by Applicable Laws.
Article54.All cheques, drafts or other orders for payment of money, notes orother evidences of indebtedness, issued in the name of or payableby the Company, shall be signed or endorsed by the executivedirector and/or such person or persons as shall be determined byresolution of the executive director.
Article55.Fiscal Year
The Company shall adopt the calendar year as itsfiscal year, which shall begin on January 1 and end on December 31of the same year, except that the first fiscal year of the Companyshall be deemed to have commenced on the business license issuancedate and shall be deemed to have ended on the immediatelysucceeding December 31.
Article56.Profit Distribution
Profits will be distributed in accordance withApplicable Laws and otherwise as determined by the shareholders’meeting”.
Chapter 11: Tax andInsurance
Article57.Income Tax, Customs Duties and Other Taxes
(1)The Company shall account for and pay all relevant taxes requiredto be paid under the Applicable Laws, in accordance with suchApplicable Laws.
(2)Both Chinese and expatriate personnel shall pay tax on theirindividual income and report to the PRC taxation authorities whererequired under the Applicable Laws, in accordance with the relevantprovisions of the Applicable Laws.
Article58.Insurance
(1)The property, means of transportation and other insured items ofthe Company will be denominated in Chinese and foreign currencies,as appropriate. The types, scope and amounts of insurance coverageshall be determined by the executive director and must, in anyevent, include insurance cover where mandatory for engaging in aspecific activity under the Applicable Laws.
Chapter 12: IntellectualProperty
Article59.Any intellectual property rights (other than those owned by orlicensed by the shareholders or their affiliates or by any thirdparty to the Company) arising in the course of Company's activitiesor developed by the Company shall belong to the Company.
Article60.The executive director shall take reasonable measures to safeguardthe Company's intellectual property rights (including authorisingrelevant members of personnel to make appropriate applications forregistration or other forms of legal protection where necessary forsuch purpose), and to ensure that the employees of the Company willenter into employment contracts which shall include customary andreasonable confidentiality, non-competition, protection of tradesecrets and invention assignment provisions, so as to ensure thatas far as possible under the Applicable Laws, the benefit of allrelevant intellectual property rights (including all inventions bypersonnel) shall be reserved to, and shall be the sole property of,the Company.
Article61.The Company shall, as far as possible, ensure that all documents inwhatever media produced by the Company containing trade secrets orother confidential information shall bear the legend in bold type"Contains highly confidential information, do not distribute to anythird party save with the prior written consent of the Company" orequivalent wording and shall, as far as possible, take specialmeasures to securely store such documents and to limit the numberof copies in circulation.
Chapter 13: The Term of theCompany
Article62.The term of the Company shall be fifty (50) years, starting fromthe business license issuance date.
Article63.The extension of the term of the Company shall require theamendment of these articles of association which shall be approvedby the affirmative votes of shareholders representing two-thirds ofthe voting rights in the shareholders’ meeting.
Chapter 14: Termination,Dissolution and Liquidation
Article64.These articles of association shall terminate upon expiration ofthe term, unless extended by the shareholders' meeting pursuant tothe provision above.
Article65.The shareholders' meeting shall have the right to pass a resolutionto terminate and liquidate the Company.Shareholders holding at least one-third of all shareholder votingrights may submit for consideration at the shareholders' meeting aresolution to dissolve the Company.
Article66.The Company shall establish a liquidation committee and commenceliquidation within 15 calendar days of the date of occurrence ofthe grounds for dissolution. The liquidation committee shall becomposed of the shareholders of the Company and shall exercise thefollowing functions and powers during liquidation:
(1)to thoroughly examine the property of the Company and prepare abalance sheet and a schedule of property, respectively;
(2)to notify creditors by notice or announcement;
(3)to dispose of and liquidate relevant unfinished business of theCompany;
(4)to pay all outstanding taxes in full as well as taxes arising inthe course of liquidation;
(5)to clear the claims and debts;
(6)to dispose of the property remained after full payment of theCompany's debts; and
(7)to participate in civil litigation activities on behalf of theCompany.
Article67.The liquidation committee shall notify creditors, make publicannouncement, and follow liquidation procedures as required underApplicable Laws at the time of liquidation.
Chapter 15:Supplemental Provisions
Article68.The Company registration matters shall be verified and approved bythe company registration authority.
Article69.These articles of association shall be made in six (6) originals,and one original shall be submitted to the company registrationauthority.
Article70.These articles of association are hereby executed in ______, China by all the shareholders.
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Signature of allshareholders:
