the approval from, or registration with the relevant government departments in accordance with the Applicable Laws, providing that nothing in these articles of association shall be construed as limiting the geographical scope of any projects undertaken by the Company.
Article 36. All contracts for the leasing of real property entered into by the Company shall be submitted with other required documents to the relevant real estate administration departments for registration, as required under the Applicable Laws.
Chapter 9: Labour Management
Article 37. Matters relating to the recruitment, employment, dismissal, resignation, wages, welfare and other matters concerning the personnel of the Company shall be determined autonomously by the Company without outside interference, in accordance with the Applicable Laws and the internal rules, regulations and policies adopted by the Company and approved in writing by the executive director from time to time.
Article 38. The Company shall comply with the Applicable Laws concerning labour protection and social welfare and ensure safe and civilized operation. Labour insurance and social welfare contributions for the personnel shall be made in accordance with the Applicable Laws. Article 39. The general manager shall determine the professional and other
qualifications and number of personnel in accordance with the operating needs of the Company. Article 40. The general manager shall formulate specific policies regarding the recruitment, dismissal, wages, labour insurance, welfare, rewards and penalties of personnel, and shall submit such policies to the executive director for approval.
Article 41. The Company may recruit local and expatriate personnel in accordance with the Applicable Laws. The necessary formalities for the recruitment of PRC citizen personnel shall be handled with the labour and personnel departments in the relevant localities in accordance with the Applicable Laws.
Article 42. The Company shall offer employment contracts to all its personnel. The Company shall enter into individual labour contracts with each member of its personnel in accordance with the Applicable Laws, including the PRC Labour Law and relevant local labour laws and regulations.
Article 43. 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 of work; (3) the duration of the labour contract (if for a fixed term);
(4) salary, welfare benefits, labour insurance, labour protection and labour discipline;
(5) conditions for termination of labour contract; and (6) liability for breach of the labour contract.
Labour contracts must be filed at the Shenzhen Human Resources and Social Security Bureau or other relevant government office or offices in accordance with Applicable Laws.
Article 44. Without prejudice to the generality of Article 43, the contents of labour contracts entered into by the Company with its personnel shall accord with the stipulations of the Applicable Laws. Each labour contract shall be legally effective from the date of signing, unless expressly stated to the contrary in these articles of associations. The parties to such labour contracts shall conscientiously perform their respective obligations thereunder. The term of a labour contract can be extended upon expiration if agreed to in writing by the parties thereto. Article 45. Working personnel shall have the right to establish a labour union and to perform union activity in accordance with the Applicable Laws. The labour union in the Company is representative of the interests of the staff and workers. The tasks of the labour union are: to protect the democratic rights and material interests of the staff and workers; to assist the Company in arranging and making rational use 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 and strive to fulfil the economic tasks of the Company. Article 46. Where the executive director is considering and deciding on matters concerning working personnel such as rewards, punishments, the salary system, welfare benefits, labour protection and labour insurance, a representative from the labour union shall have the right to meet with the executive director, and the executive director shall listen to his opinions, and obtain the cooperation of the labour union.
Article 47. The Company shall allocate each month funds equal to two percent (2%) of the total actual wages of its employees (or such other amount as may be required under the Applicable Laws) as a fund to be used by the labour union in accordance with the Applicable Laws governing the use of such funds.
Article 48. The Company shall also enter into employment contracts with expatriate personnel, the model contracts for which (if any) shall be approved by the executive director. Article 49. The salaries, welfare benefits and other terms of employment of working personnel shall be determined by the executive director in light of the recommendations of the general manager as to the ability and skill of such staff and workers and with reference to the Applicable Laws (including but not limited to those relating to the minimum wages payable in the Shenzhen Municipality or locality of any branch of the Company) and other Company policies in
force from time to time. Such salary, welfare benefits and other terms of employment shall also be set forth in detail in the labour contract entered into with each such working personnel. Article 50. The salaries, social insurance, welfare benefits and other employment terms of the management personnel shall be decided by the executive director.
Article 51. Labour disputes shall be handled in accordance with the relevant provisions of the relevant labour contract and the Applicable Laws.
Chapter 10: Financial Affairs and Accounting
Article 52. Accounting System
(1) The chief financial officer of the Company (if any), under the supervision of the general manager, shall be responsible for the financial management of the Company. (2) The chief financial officer (or if none appointed, the general manager) shall prepare the accounting system and procedures in accordance with the Enterprise Accounting System and supplementary stipulations promulgated by the Ministry of Finance and other relevant laws. The accounting system and procedures to be adopted by the Company shall be submitted to the executive director for approval. Once approved by the executive director, the accounting system and procedures shall be filed with the authority in charge of the Company and with the relevant local department of finance and the tax authorities for the filing. The debit and credit method, as well as the accrual basis of accounting, shall be adopted as the methods and principles for keeping accounts.
(3) The Company shall adopt Renminbi as its book-keeping base currency, but may also adopt Hong Kong Dollars United States Dollars or other foreign currencies as supplementary book-keeping currencies. Treatment of exchange gains and losses arising from exchange rate differences shall accord with the accounting treatment for foreign currency transactions announced by the Ministry of Finance of the PRC and other relevant laws.
(4) All accounting records, vouchers, books and statements of the Company shall be made and kept in Chinese and English. The originals of such accounting books, records and statements of the Company shall be kept at the Company's legal address. Matters concerning how long such accounting books, records and statements shall be kept and the method of their ultimate disposal shall be handled in accordance with the relevant rules of the Ministry of Finance of the PRC and other relevant laws. Article 53. Auditing
(1) The Company’s independent auditor shall be engaged by the Company as its auditor to examine and verify the annual financial report. The Company’s independent auditor shall be appointed and removed by the executive director.
(2) Quarterly and annual financial statements, and such other reports as the executive director may require to be prepared shall be prepared and submitted by the chief financial officer (or if none appointed, by the general manager) to the executive director. Such statements shall be in Chinese and English and shall reference both RMB and any other supplementary bookkeeping currency adopted by the Company. Except as otherwise determined by the executive director, the annual financial statements will include the following statements (including footnotes):
(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 the executive director in sufficient time for the executive director to approve them and submit them to each shareholder. Then the general manager shall arrange the filing with the proper authorities. The annual financial statements shall be audited and presented to the executive director and each shareholder within the first three (3) months of the next succeeding financial year. The annual financial statements shall be certified by the independent auditor in accordance with the Applicable Laws. The general manager shall file the certified annual financial statements with the proper authorities as required by Applicable Laws.
Article 54. All cheques, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable by the Company, shall be signed or endorsed by the executive director and/or such person or persons as shall be determined by resolution of the executive director. Article 55. Fiscal Year
The Company shall adopt the calendar year as its fiscal year, which shall begin on January 1 and end on December 31 of the same year, except that the first fiscal year of the Company shall be deemed to have commenced on the business license issuance date and shall be deemed to have ended on the immediately succeeding December 31. Article 56. Profit Distribution
Profits will be distributed in accordance with Applicable Laws and otherwise as determined by the shareholders’ meeting”.
Chapter 11: Tax and Insurance
Article 57. Income Tax, Customs Duties and Other Taxes
(1) The Company shall account for and pay all relevant taxes required to be paid under the Applicable Laws, in accordance with such Applicable Laws.
(2) Both Chinese and expatriate personnel shall pay tax on their individual income and report to the PRC taxation authorities where required under the Applicable Laws, in accordance with the relevant provisions of the Applicable Laws. Article 58. Insurance
(1) The property, means of transportation and other insured items of the Company will be denominated in Chinese and foreign currencies, as appropriate. The types, scope and amounts of insurance coverage shall be determined by the executive director and must, in any event, include insurance cover where mandatory for engaging in a specific activity under the Applicable Laws.
Chapter 12: Intellectual Property
Article 59. Any intellectual property rights (other than those owned by or licensed by the shareholders or their affiliates or by any third party to the Company) arising in the course of Company's activities or developed by the Company shall belong to the Company.
Article 60. The executive director shall take reasonable measures to safeguard the Company's intellectual property rights (including authorising relevant members of personnel to make appropriate applications for registration or other forms of legal protection where necessary for such purpose), and to ensure that the employees of the Company will enter into employment contracts which shall include customary and reasonable confidentiality, non-competition, protection of trade secrets and invention assignment provisions, so as to ensure that as far as possible under the Applicable Laws, the benefit of all relevant intellectual property rights (including all inventions by personnel) shall be reserved to, and shall be the sole property of, the Company.
Article 61. The Company shall, as far as possible, ensure that all documents in whatever media produced by the Company containing trade secrets or other confidential information shall bear the legend in bold type \highly confidential information, do not distribute to any third party save with the prior written consent of the Company\or equivalent wording and shall, as far as possible, take special measures to securely store such documents and to limit the number of copies in circulation.
Chapter 13: The Term of the Company
Article 62. The term of the Company shall be fifty (50) years, starting from the business license issuance date.