THE CONSTITUTION OF Zhe Jiang HangZhou REAL ESTATE DEVELOPMENT CO., LTD
CHAPTER 1 GENERAL PRINCIPLES
1. According to and relevant laws and code regulations, considering the practical condition of company, specially institute this constitution.
2. The company is introduced to Zhe Jiang HangZhou County to take charge of rebuilding the old city programme by Zhe Jiang HangZhou city according to the Fetching in Investment policy. It is a joint-stock company.
3. The company aims to promote the economic and social benefit. Under the calling of the favorable policy of Zhe Jiang HangZhouCounty, it is charge of the programme of rebuilding and construction of Zhe Jiang HangZhou Street, Zhe Jiang HangZhouCounty and relevant projects.
CHAPTER 2 NAME AND ADDRESS OF THE COMPANY
4. Name of the Company: Zhe Jiang HangZhou Real Estate Development Co., Ltd.
5. Address of the Company:Zhe Jiang HangZhou County
Telephone: Zhe Jiang HangZhou
CHAPTER 3 BUSINESS SCOPE OF COMPANY
6. Real estate development, Garden Virescence, Construction Ornament
CHAPTER 4 REGISTERED CAPITAL AND INVESTING MANNER
7. The registered capital of company is RMB8, 280,000.00.
8. The investing amount and manner of company shareholders.
Name invest amount proportion (%)
Zhe Jiang HangZhou 1,500,000 18.75%
Zhe Jiang HangZhou1,300,000 16.25%
Zhe Jiang HangZhou 1,300,000 16.25%
Zhe Jiang HangZhou 1,300,000 16.25%
Zhe Jiang HangZhou 1,300,000 16.25%
Zhe Jiang HangZhou 650,000 8.125%
Zhe Jiang HangZhou 650,000 8.125%
Total 8,000,000 100%
Shareholders should pay enough capital in cash, which confirmed by themselves, and receive the profit and risk according to the proportion.
9. After paid all capital, company will issued the legal shareholder certificate with company’s seal, which is signed by the Board Chairman.
10. During the running period, if there is any necessary to reduce or add registered capital, the decision must be agreed and signed by all the shareholders and authorized by the Industry and Commerce Bureau. Then they can change the registration.
CHAPTER 5 THE BOARD OF DIRECTORS
11. Company set up the board of directors as policy-making organization, and all the shareholders are allowed to take part in this board meeting. The first board meeting was chaired by Mr. Pan Xiujian. The meeting will be held twice one year according to the need of company and the dates are: December 28 and June 28. If the following cases happen, the meeting will be held temporarily.
1) Suggested by a quarter of the shareholders
2) Suggested by a third of the directors
3) Suggested by the Supervisor
12. Company must inform the shareholders 15 days before the meeting. The notice must be sent in written form with time, address content and other kinds of relevant contents on it.
13. The board meeting will be collected by the board and chaired by the board chairman. The meeting of board of directors assembled and presided by president, if president can’t perform duties because of special reasons, the meeting can be presided by vice-presidents or other directors, which appointed by the president. The presented shareholders must sign on the meeting note.
14. The board of directors acts the following authorities:
(1) Taking charge to assemble the meeting of shareholders and reporting work to the shareholder organization.
(2) Elect and change directors and decide the bonus of directors
(3) Discuss and authorize the report of Supervisor
(4) Discuss and authorize the report of the Board
(5) Execute the decision of shareholders’ organization.
(6) Decide the management plan and investment policy of company.
(7) Draw up the annual financial amount and policy of financial accounts.
(8) Draw up the plan of distributing profit and making up for the loss.
(9) Draw up increasing and reducing registered capital of company.
(10) Draw up the policy of merging and separating, changing form of company, and disbandment.
(11) Decide the setting of internal management organization of company.
(12) Appoint and dismiss the manager of company, according to the manager’s recommended, appoint and dismiss vice manager and financial principal of company to decide their salary.
(13) Draw up the basic management institution of company
15. The term of president is 5 years, after expired for the term, it can be voted and appointed continuously, after expired of president in the term; the shareholder’s organization can’t dismiss his duty without reasons.
16. The meeting of board of directors holding once per half year. The whole directors should attend to the meeting, if directors can’t attend to the meeting, it can entrust others to attend meeting, which provide proxy by directors or shareholders. Above 1/3 directors can suggest holding temporary board of directors meeting.
17. The general manager of company in charge of board, board of directors, acting the following authorities:
(1) Taking charge of production management works of company. Put the decision, which decided by board of directors in force.
(2) Put the annual management plan and investing of company policy in force.
(3) Draw up internal management organization setting policy of company.
(4) Draw up the basic management institution of company.
(5) Draw up the concrete regulation of company.
(6) Engage or dismiss vice manager, financial principal of company.
(7) Engage or dismiss the people who are not in charged of board of directors.
(8) The other authorities, which awarded by board of directors.
CHAPTER 6 THE BOARD AND SUPERVISOR
15. Company set up the board of directors as policy-making organization. The board of directors consists of president, vice-president and directors, 7 persons in total; the president and vice president are elected by the whole shareholders and the vote will be legal if it is agreed by more them a half shareholders. The board is responsible for the shareholders and acts the following authorities:
1) Taking charge to assemble the meeting of shareholders and reporting work to the shareholder organization.
2) Execute the decision of shareholders’ organization.
3) Decide the management plan and investment policy of company.
4) Draw up the annual financial amount and policy of financial accounts.
5) Draw up the plan of distributing profit and making up for the loss.
6) Draw up increasing and reducing registered capital of company.
7) Draw up the policy of merging and separating, changing form of company, and disbandment.
8) Decide the setting of internal management organization of company.
9) Appoint and dismiss the manager of company, according to the manager’s recommended, appoint and dismiss vice manager and financial principal of company to decide their salary.
10) Draw up the basic management institution of company.
11) The other responsibility and right stated on the constitution.
16. Rules of the Board Meeting
1) The meeting of shareholders holds twice a year. When the company is in special status, the shareholders who represent above 1/3 directors can suggest holding temporary meeting. Company must inform the shareholders 15 days before the meeting. The shareholder’s meeting make the records about the decision of meeting, the present shareholders should signature in the meeting record.
2) The Board must obey the rule of one person one vote, the minority must obey the majority. If the votes are equal between opposite opinions, the president has the right to make the final decision.
3) The meeting of board of directors assembled and presided by president, if president can’t perform duties because of special reasons, the meeting can be presided by vice-presidents or other directors, which appointed by the president.
4) The meeting of board of directors makes the record of discussing item; the present directors or agents should sign their name in the meeting record. If there is some decision made by the board meeting illegal or anti-law, the affirmative shareholders will be responsible to this and the negative party will be innocent.
5) The term of directors is 3 years, after expired for the term, it can be voted and appointed continuously; the shareholder’s organization can’t dismiss his duty without reasons.
17. The company will not set up supervisory council, there is only a supervisor and acted by Mr. Dong Xinhua. The supervisor acts the following authorities:
1) Check the finance of company
2) Supervise directors and manager’s violate law and regulations or constitution of company behaviors when they executing the duties of company.
3) When directors and manager’s behavior damage the profit of company. It should request them to correct.
4) Suggest holding temporary meeting of shareholders. Supervise the meeting of present board of directors.
5) Take part in the Board Meeting
6) Negotiate with the directors or indict directors and other face-outside affairs. Supervisor is elected or dismissed by the Shareholder meeting, the term is 3 years, after expired for the term, it can be voted and appointed continuously; the supervisor can not act as the president, vice president, general manager or Financial directors.
CHAPTER 7 AUTHORITIES OF THE GENERAL MANAGER
18. The general manager of company in charge of board of board of directors, acting the following authorities:
1) Taking charge of daily management works of company. Put the decision, which decided by board of directors in force.
2) Draw up the annual Management plan and concrete schedules. And then put them into practice after they are decided by the board of directors.
3) Draw up internal management organization setting policy the concrete regulation of company and draw up the basic management institution of company.
4) Suggest pointing and dismissing vice general manager, assistant manager, financial staff and engineering staffs and so on. The general manager can decide the salary and bonus of staffs.
CHAPTER 8 DUTIES AND QUALIFICATION OF DIRECTORS, SUPERVISOR AND GENERAL MANAGERS
19. Forbidden actions of directors and general managers
1) Obey the rules of company, and be responsible to duties and vindicate the interest of company. They should not make profit to themselves with their occupations.
2) They should not get the bride and invade company’s capital.
3) They should not blow the gab.
4) They should not defalcate or lend company’s capital to others.
5) They should not open an account with company’s money in the name of themselves or other persons.
6) They should not take the company’s money to be the sponsor for anyone.
7) They should not deal with work relevant to company’s business and if they did, the income should be seizured by the company.
8) They should not sign a contract under the name of company without agreement with the board.
20. People can not act as directors and general manager if the following case happen.
1) Not be able to perform or limited capability of performing.
2) Be Convicted to be bribed, destroy the interest of company and so on.
CHAPTER 9 FINANCIAL AND PROFIT DISTRIBUTION
21. The company should establish financial affairs and account institution according to laws and administrative regulations and constitution of the state council.
22. The company should make financial account report at the end of every fiscal year, check and validate according to the laws. The reports contained are as follows:
1) Balance Sheet 2) Profit and Loss Sheet 3) Analysis Sheet of Financial Situation 4) Tax Distribution Sheet
23. The after tax profit will be distributed as the following order:
1) Make up for the loss
2) Draw out statutory accumulation fund
3) Draw out legal public welfare fund
4) Distribute the remnant profit according to the investing proportion of shareholders.
The statutory accumulation fund of company will be drawn out as the proportion of 2% and the legal public welfare fund of company will be drawn out as the proportion of 1%.
CHAPTER 10 THE DISBANDING AND LIQUDATING METHODS OF COMPANY
24. Company should be disbanded if it has one of conditions as follows:
(1) Can not run the company because of the force majeure.
(2) The shareholder organization decides to disband the company.
(3) Be ordered to close by law because of violating national laws and administrative regulations.
(4) Be declared to be bankrupted
(5) Disband company just because of merging and separating company.
25. If company is disbanded according to (1)(2)(5) of the last article. It should establish the liquidation organization within 15 days. If company is disbanded according to (3)(4) of the last article, it can be set up liquidation organization for liquidation, which organized, by director organization.
26. After liquidating, the liquidation organization should bring up the liquidating report and make varied account volume like income and expense report during the period of liquidation, after checked by registered accountant or license auditor for confirmation, apply for canceling registration to previous Industry & Commerce registered organization. It can be terminated after approval.
CHAPTER 9 ENCLOSED PRINCIPLES
27. This constitution and the registered items should take the following standard: checked by the register Organization
28. It must be agreed by above 2/3 of shareholders presented the board meeting if there is some modification.
29. This constitution takes effect after signed and stamped by shareholders and registered in company.
CHAPTER 12 SIGNATURE OF SHAREHOLDERS
Signature of shareholders:
Zhe Jiang HangZhou
Zhe Jiang HangZhouREAL ESTATE DEVELOPMENT CO., LTD.
May19, 2009
