Chapter I General Provisions
Article 1 The Articles of Association are formulated in accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and relevant laws and regulations.
Article 2 Where the Articles of Association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.
Chapter II Company Name and Domicile
Article 3 Company Name: Nanjing Huaxia Construction and Installation Engineering Co., Ltd.
Article 4 Address: Room 202, Unit 2, Building 2, No.90, jianye district, Nanjing.
Chapter III Business Scope of the Company
Article 5 Business scope of the company: construction and installation projects; Design and construction of building engineering, municipal engineering, earthwork engineering, decoration engineering, steel structure engineering, foundation and foundation engineering, sports facilities engineering, sales of steel, building materials and machinery and equipment.
Chapter IV Registered Capital of the Company, Names of Shareholders, Mode, Amount and Time of Contribution
Article 6 The registered capital of the company is 9 million yuan.
Article 7 The name, subscribed and paid-in amount, time and mode of contribution of shareholders are as follows:
Name or Name of Shareholder Subscription Shareholder CertificateNo. (RMB 10,000) Actual contribution (RMB 10,000) Amount and method of contribution, amount and time of contribution Ma Liang 526 currency.
26
July 8, 2004 500
March 1 1 currency
Currency Lin Yong 167.5 Currency 32.5
135 July 8, 2004
March 1 1 currency
Currency Huarui 206.5 Currency
6.5
July 8(th), 2004
March 1 1 currency
Currency consolidation is 900,900, of which currency is 865.
Chapter V Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 8 The shareholders' meeting is composed of all shareholders and is the authority of the company, exercising the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing supervisors who are not employee representatives, and deciding on matters concerning the remuneration of supervisors;
(3) Examining and approving the report of the executive director;
(4) Examining and approving the report of the supervisor;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
Article 9 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.
Article 10 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution.
Article 11 Shareholders' meetings are divided into regular meetings and temporary meetings.
When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting.
The regular meeting is held once a year. Where shareholders, executive directors and supervisors representing more than one tenth of the voting rights propose to convene an interim meeting, an interim meeting shall be convened.
Article 12 The shareholders' meeting shall be convened by the executive director and presided over by the executive director. If the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the supervisor; If the supervisor fails to convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting on their own.
Article 13 When the shareholders' meeting makes a resolution to amend the Articles of Association, increase or decrease the registered capital, the resolution of merger, division, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights.
Article 14 The Company shall have an executive director, who shall be elected by the shareholders' meeting.
Article 15 The executive director shall be responsible to the shareholders' meeting and exercise the following powers:
(1) To convene the shareholders' meeting and report to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(seven) to formulate plans for the merger, division, change of corporate form and dissolution of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(nine) to decide on the appointment or dismissal of the person in charge of finance and their remuneration;
(X) To formulate the basic management system of the company;
Article 16 The Company shall have one supervisor, who shall be elected by the shareholders' meeting.
Article 17 A supervisor shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the actions of the executive directors and senior managers in performing their duties, and put forward suggestions for the removal of the executive directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the shareholders' meeting;
(3) To require the executive directors and senior managers to make corrections when their actions harm the interests of the company;
(4) Proposing to convene an interim shareholders' meeting, and convening and presiding over the shareholders' meeting when the executive director fails to perform his duties as stipulated in this Law;
(five) to submit a proposal to the shareholders' meeting;
(six) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the executive directors and senior managers;
The supervisor may investigate the abnormal operation of the company; If necessary, an accounting firm can be hired to assist in the work, and the expenses shall be borne by the company.
Article 18 The Company shall have a manager who shall be appointed or dismissed by the executive director. The manager is responsible to the executive director and exercises the following powers:
(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To formulate plans for the establishment of the company's internal management organization;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the executive director;
(eight) other powers granted by the executive director.
Chapter VI Legal Representative of the Company
Article 19 The executive director is the legal representative of the company, with a term of three years, and may be re-elected at the expiration of the term.
Chapter VII Other matters deemed necessary by the shareholders' meeting.
Article 20 The business term of the company is long-term, counting from the date when the company's business license is issued.
Article 21 Shareholders may transfer part or all of their capital contributions to each other.
Article 22 A shareholder's transfer of equity to a person other than a shareholder shall be approved by more than half of the other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.
Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.
Article 23 The company's investment in other enterprises or providing guarantee for others shall be decided by the shareholders' meeting.
Where the company provides a guarantee for the company's shareholders or actual controllers, the shareholders controlled by the shareholders or actual controllers shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.
Article 24 Shareholders shall receive dividends in proportion to their paid-in capital contributions.
Article 25 The appointment and dismissal of the accounting firm that undertakes the audit business of the company shall be decided by the shareholders' meeting.
Chapter VIII Supplementary Provisions
Article 26 The registered items of a company shall be subject to the approval of the company registration authority.
Article 27 The Articles of Association shall be made in triplicate, and one copy shall be submitted to the company registration authority.
Signature of legal representative:
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