Article 16. 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. Such notice shall be delivered by facsimile, telex, telegram or registered airmail to their last known addresses or contact numbers (or such other address or contact number as the shareholder may specify). The notice shall indicate the time and place and shall contain the agenda of the shareholders' meeting. Notice of any shareholders' meeting may be reduced or waived by unanimous consent of all the shareholders. Notice of a shareholders' meeting shall be deemed duly given to any shareholder who attends the meeting without protesting, before or at its commencement, of the lack of notice to that shareholder.
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.
Article 17. 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. Shareholders' meetings may be attended by shareholders in person, by proxy or by telecommunications. If a shareholder is unable to participate in a shareholders' meeting in person or by telecommunications, he may issue a written proxy and entrust a representative (including another shareholder) to participate in the meeting on his behalf. The representative so entrusted shall have the same rights and powers as the shareholder, unless otherwise expressly stated in the appointment document. Such representative shall present such written proxy to the person presiding over the shareholders' meeting, in accordance with these Articles of Association, prior to the start of any such shareholders' meeting, and such proxy shall be attached to the minutes of the shareholders' meeting.
Article 18. Any resolution of any type of shareholders' meeting relating to the amendment of the articles of association, an increase or reduction of the registered capital of the Company, or any merger, division, dissolution or change of corporate form in relation to the Company as well as the appointment or change of the executive director requires the affirmative votes by shareholders representing two-thirds of the voting rights.
Article 19. The Company shall not have a board of directors, but shall have an executive director to be appointed by the shareholders' meeting. The term of the executive director shall be no more than 3 years. An executive director may serve consecutive terms upon expiration of his term if re-appointed.
Article 20. If the office of executive director is vacated by the retirement, resignation, illness, disability or death of the executive director, or by the removal of such
executive director by the shareholders' meeting, then the shareholders' meeting shall appoint a successor.
Article 21. The executive director may serve concurrently as an officer or employee of the Company. The resolutions of the executive director should be issued in writing and signed by the executive director.
Article 22. The executive director shall exercise the following functions and powers: (1) be responsible for convening shareholders' meetings and presenting reports to the shareholders' meeting;
(2) implement resolutions issued by the shareholders' meeting;
(3) Consider and determine the Company's business plans and investment plans; (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 any losses suffered by the Company;
(6) prepare plans for increasing or reducing the Company's registered capital and for issuance of corporate bonds;
(7) formulate plans for mergers, divisions, changes of corporate form or dissolution 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 manager's recommendation, determine the appointment or removal of deputy general manager(s), the officer in charge of finance of the Company and their remuneration;
(10) review and approve Company policies and procedures regarding management of financial accounts, execution of legal documents and other 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 appoint the Company’s independent auditor;
(13) determine the execution of loan credit facilities or any other type of lending by the Company.
(14) conduct legal or dispute settlement proceedings to which the Company is a party; and
(15) other important matters relating to the operation and management of the Company. Article 23. The executive director may, by resolution or power of attorney, delegate any of the aforementioned powers and any other powers granted to the executive director by virtue of these articles of association to the general manager or such other employee of the Company within such a scope, and for such period of time, as he sees fit.
Article 24. The Company shall have a general manager with a term of three years, 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 and powers: (1) be in charge of the management of the Company's operational activities, and organize the implementation of the executive director's resolutions;
(2) organize the 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 personnel other than those whose appointment or removal shall be determined by the executive director; and (8) other powers delegated by the executive director.
Article 25. The general manager shall be responsible for the day-to-day operations and management of the Company, and shall carry out all other matters pursuant to such authority as may be granted to him by the executive director from time to time.
Article 26. If required by the Company's business activities, the Company may appoint a chief financial officer. The executive director shall not concurrently hold office as the chief financial officer. If the executive director decides to appoint a chief financial officer, such person shall be employed by the Company in accordance with the terms of an individual employment contract entered into between the chief financial officer and the Company and approved by the executive director. Subject to the terms thereof, the chief financial officer may be rewarded, disciplined or removed by decision of the executive director in light of the recommendations of
the general manager. In managing the day-to-day financial operations of the Company, the chief financial officer shall work under the supervision and direction of the general manager. Article 27. If required by the development of the Company's business activities, the executive director may establish additional departments or management staff positions, such as the deputy general manager, and may designate the relevant officers responsible for such departments or holding such positions as management personnel. Management personnel for such departments or positions shall be appointed by the executive director, or, if so empowered by the executive director, by the general manager.
Article 28. Where no chief financial officer is appointed, the general manager shall be responsible for the preparation of the annual budget of the Company. Where a chief financial officer is appointed, the chief financial officer shall prepare the annual budget under the supervision of the general manager. The budget for each fiscal year shall be submitted to the shareholders' meeting for examination prior to the preceding fiscal year and shall include information on matters including, but not limited to:
(1) the procurement of equipment and other capital expenditures of the Company; (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 equipment of the Company; and
(5) the estimated income and expenditures of the Company for the fiscal year covered by the business plan and budget.
The shareholders’ meeting shall complete its examination and, if adopted, approval of the plan and budget by the end of the fiscal year in which they are submitted to the shareholders' meeting.
Article 29. The Company shall have one supervisor. The term of office of the supervisor shall be three years. The supervisor may serve consecutive terms upon expiration of his term if re-elected. The position of supervisor can not be held concurrently by the executive director or other senior management personnel of the Company. If the supervisor retires, resigns, falls ill or loses legal capacity, the successor of the supervisor shall be appointed by the shareholders' meeting.
Article 30. The supervisor of the Company shall exercise the following functions and powers:
(1) examine the Company's financial affairs;
(2) monitor the acts of the executive director and senior management personnel when carrying out their duties in relation to the Company, and make proposals to remove from their positions the executive director or senior management personnel who violate laws, administrative regulations, the articles of association of the Company or resolutions of the shareholders' meeting;
(3) require the executive director or senior management personnel to rectify their conduct when any of their actions damage the interests of the Company;
(4) propose the extraordinary shareholders' meetings, convening and presiding 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.
Chapter 6: The Legal Representative of the Company
Article 31. The executive director shall serve as the legal representative of the 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 legal representative.
Chapter 7: Share Transfer
Article 32. The shareholders of the Company may freely transfer all or part of their equity interests.
Article 33. Where a shareholder transfers its equity interests, it shall notify the other shareholders in writing of the transfer of such equity interests.
Article 34. Upon the death of the shareholder, the executors, administrators, or legal representatives of the deceased shall, within 90 days after qualification as such, sell to the third party approved by other shareholders, all the shares of the equity interests in the Company, owned by the deceased at the time of his or her death.
The valuation of the shares shall be according to market value appraised by an independent appraiser if not agreed. The purchase price shall be paid as follows: 100% in cash within 30 days after the qualification of the legal representatives of the deceased shareholder. It is the wish of the parties to these Articles that within the period specified above after the death of the shareholder; his or her family shall terminate all interest in the Company.
Chapter 8: Operation Site
Article 35. The Company will conduct its business operations at its registered address and at such other locations as may be approved by the executive director, subject to obtaining