Attached files
Exhibit
3.6
Xiamen
Xinyixiang Modern Agricultural Development Co., Ltd.
Articles
of Association
Chapter
I General Provisions
Article
1 The Articles of Association is formulated for the establishment of
Xiamen Xinyixiang
Modern Agricultural Development Co., Ltd. (hereinafter the Company) at
Xiamen City, the PRC, on the sole and full investment of Yidong (Hong Kong) Group
Ltd. in accordance with Law on Foreign Invested Enterprises of the
People’s Republic of China, as well as relevant laws, ordinances and
regulations.
Article
2 Investor of the Company: Yidong (Hong Kong) Group
Ltd.;
Nationality:
Hong Kong, the
PRC.
Address: Room 7, 9/F, No. 28- 30,
Yuet Wah Street, Kwun Tong, Kowloon.
Article
3 Name of the Company: Xiamen Xinyixiang Modern
Agricultural Development Co., Ltd.
Legal
address of Company: Canteen, west of 1/F, Block
C4, No. 18 Xianghong Road, Xiamen Torchlight (Xiang’an) Industrial
Zone.
Article
4 The Company shall incorporate as a limited liability company,
whereas investors bear their shares of liabilities for the Company with limits
within the amounts of respective capital contributions.
Article
5 The Company shall be a body corporate in, and be governed and
protected by laws of, and shall abide by all laws, ordinances as well as
pertinent rules and regulations of, the PRC.
Chapter
II Principles & Scope of Business
Article
6 Business principles of the Company: To adopt advanced and
applicable technologies and scientific management approaches for the production
and supply of agricultural & byproducts with quality and price competitive
strengths, so to ensure safe and reliable raw materials for the catering
services of the Company and meantime result in satisfactory economic
returns.
Article
7 Business scope: (1)
Planting of edible funguses, fruits, and
vegetables; (2) purchase and wholesale of agricultural and byproducts (excluding
grains, cotton and sugar); (3) catering supply; sales of fixed pattern packaged
food (license valid till Sep 29, 2010); virescence and sanitation
services.
Article
8 Production scale: RMB 12 million for vegetable
planting; RMB 10 million for purchase and wholesale of agricultural &
byproducts; RMB 20 million for turnover of catering supply.
Article
9 All products of the Company shall be for domestic supply. The
Company shall self-operate its domestic sale, and be responsible for the quality
of its products.
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Chapter
III Gross Investment & Registered Capital
Article
10 Gross investment of the Company is ONE HUNDRED THOUSAND US dollars
(USD 100,000). The registered capital is ONE HUNDRED THOUSAND US dollars (USD
100,000).
Article
11 Registered capital subscribed by the investors included following:
Foreign exchange of ONE HUNDRED THOUSAND US dollars by cash.
Article
12 Period of investment contribution: All amounts of the registered
capital of ONE HUNDRED THOUSAND US dollars have been paid in.
Article
13 The Company shall within one (1) months after full contribution of
the investment engage certified public accountants (CPA) registered in China for
capital verification, which shall produce a capital verification
report.
Article
14 The Company may not decrease its registered capital in the period of business
operation.
Article
15 For all matters concerning increase, transfer or any disposal
otherwise, shareholders shall make resolutions, then submit such for examination
and approval of the original examining and approving administration, then handle
change registration with the original registration authorities.
Article
16 No personnel or individual from the Company shall embezzle,
transfer or misappropriate any assets or property of the Company.
Chapter
IV Structure, Setup & Power of Organization, Rules on
Management
Article
17 The Company shall not have a Shareholders’ Meeting. Shareholder
shall exert following rights and powers in accordance with the Company Law of
the PRC:
1. to
decide on the Company’s operating policies and investment plans;
2. to
designate and replace the managing director, and to decide on matters concerning
remuneration for the managing director;
3. to
designate and replace the supervisor, and decide on matters concerning
remuneration for the supervisor;
4. to
approve reports of the managing director;
5. to
approve reports of the supervisor;
6. to
approve annual schemes for financial budgets and final settlement;
7. to
approve schemes for profit distribution and loss compensation;
8. to
make decisions for increase and decrease to registered capital of
Company;
9. to
make decisions on issuing debenture;
10. to
make decisions on merger, dissolution, liquidation or change of incorporation of
Company;
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11. to
formulate and amend the Articles of Association of Company;
12. to
engage managers of the Company.
Where the
shareholder makes any change to said matter, he/she shall do such in written
form, and such shall be filed in the Company bearing signature of all
shareholders.
Article
18 The Company shall not have a Board of Directors, but shall have
one (1) Managing Director, who may serve concurrently as a Manager. The Managing
Director shall be designated by the shareholder, and serve for the tenure of
three (3) years, upon expiry of which may renew the post where the shareholder
decides so.
Article
19 The Managing Director shall be responsible to the shareholder, and
exert following rights and powers:
1. to
carry out decisions of the shareholder;
2. to
decide on Company’s operation schemes and investment plans;
3. to
formulate annual financial plans, and final settlements;
4. to
formulate profit distribution and loss compensation plans;
5. to
formulate plans for increase and decrease in registered capital;
6. to
formulate schemes on merger, split, change in the type of incorporation, or
dissolution, of Company;
7. to
decide on setup of internal management of Company;
8. to
nominate candidate for the General Manager, and engage or dismiss upon
nomination of the Manager the vice manager and the financial chief, and decide
on their remuneration;
9. to
formulate fundamental administrative regulations and systems of
Company;
10. to
sign pertinent documents in representative of the Company.
Article
20 The Company shall have one (1) General Manager, post of which may
be served concurrently by the Managing Director. The Manager shall be
responsible to the shareholder, and exert following rights and
powers:
1. to
take full charge of production and operation management of Company;
2. to
organize implementation of Company’s annual operation schemes and investment
plans;
3. to
formulate programs for organizational structure of internal management of
Company;
4. to
formulate fundamental management systems of Company;
5. to
formulate rules and regulations of the Company;
6. to
report for approval proposals on engagement or dismissal of the vice manager and
the financial chief;
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7. to
decide on engagement or dismissal of managerial staff other than those to be
engaged and dismissed by the Managing Director;
Article
21 The Company shall have one (1) supervisor, who shall be designated
by the shareholder. The supervisor shall exert his/her powers in accordance with
the Company Law.
The
supervisor shall serve a tenure of three (3) years, and upon expiry of which
renew the post. All expenses for the supervisor in performing his/her duties and
powers shall be borne by the Company.
Neither
the Managing Director nor any senior managerial staff shall serve concurrently
as the supervisor of the Company.
Chapter V Legal
Representative of Company
Article
22 The legal representative of the Company shall be acted by the
Managing Director. Where the legal representative is in any of the situations as
may prevent him/her from serving as the legal representative according to laws,
ordinances, regulations of the State Council, or other prohibiting stipulations
concerned, the shareholder shall dismiss him/her from the post and power of
legal representative.
In case
of change in the legal representative, registration shall be handled for the
change.
Chapter
VI Finance, Accounting & Taxation
Article
23 The Company shall maintain internal finance and accounting in
accordance with pertinent laws, administrative ordinances and financial
regulations of the People’s Republic of China.
Article
24 The Company adopts the calendar-based accounting year system,
namely, taking the period from January 1st to
December 31st for
one accounting year.
Article
25 All book-keeping vouchers, account books, and accounting records
shall be kept in Chinese.
Article
26 The Company adopts renminbi (RMB) for the base currency of
book-keeping. Translation between RMB with other currencies is accounted on the
rate of exchange as to be publicized by the State Administration of Foreign
Exchange (SAFE) of the PRC on the day of transaction.
Article
27 The Company shall open RMB and foreign currency bank accounts with
banks approved by the People’s Bank of China.
Article
28 The Company shall keep accounts with the internationally accepted
Rights & Accrual method and the Debit & Credit Accounting
method.
Article
29 Accounting books of the Company shall record following as main
contents:
1.
amounts of all income & expenditure accounts of the Company;
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2.
current accounts of sales and purchases of all material goods;
3.
registered capital and current debts;
4. date
of contribution, increase, and transfer of registered capital;
5. other
matters which the shareholder considers should be kept in records.
Article
30 The financial sector shall prepare balance sheet and statement of
gain & loss for previous accounting year within the first three months of
each accounting year, which shall be subject to deliberation of the shareholder
after signing and approval upon auditing of certified public
auditors.
Article
31 The financial sector shall prepare and submit to relevant
governmental administrative authority annual financial statements, balance sheet
and statement of gain & loss in a regular basis and within the time frame as
may be stipulated by such authority and in accordance with pertinent
administrative rules and regulations of the PRC.
Article
32 The Company shall put its business operation and financial
management under the supervision, for which it shall provide all necessary
assistance for, competent government authorities, administration of industry and
commerce, tax administration, and the customs.
Article
33 The Company shall pay all taxes and levies in accordance with
relevant laws, ordinances, and regulations.
Article
34 The Company shall handle all issues concerning foreign exchange in
accordance with pertinent rules and stipulations of Provisional Rules on Foreign
Exchange Administration of the People’s Republic of China. The Company shall
pursue balance of foreign exchanges through internal means.
Chapter
VII Distribution of Profits
Article
35 The Company shall make reserves from profits after income tax for
reserve funds, corporate development reserves, and staff workers’ bonus &
welfare funds, the proportion and use to be decided by the shareholder. Surplus
of net profits less said reserves shall be profits distributable to the
shareholder.
Article
36 No profits shall be distributed or used before compensation is
made to fully cover losses of previous year.
Article
37 Investor may remit to overseas share(s) of profits distributed to
him/her in accordance with regulations on foreign exchange
administration.
Chapter
VIII Staff Worker
Article
38 The Company shall handle all matters concerning recruitment,
employment, dismissal, salary, welfare, labor insurance, labor protection, and
labor discipline of or for staff workers in accordance with pertinent rules and
measures on labor administration in foreign invested enterprises of the
PRC.
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Article
39 The Company shall take in all employees in the way of public
recruitment through interviews among candidates upon approval of local labor
administration.
Article
40 The Company is independently entitled to impose disciplinary
punishment to any staff who breaches discipline or work regulations, including
giving warning, recording a demerit, and reducing the salary and, in any serious
case, the Company may dismiss such and report for filing at local labor
administration thereupon.
Article
41 The Company shall sign labor contract with each of staff, which
shall detail agreement on salary, welfare, bonus & punishment, labor
protection, labor insurance and miscellaneous matters in conformity to pertinent
administrative rules of the PRC and meantime in line with actual conditions of
the Company.
Article
42 Staff workers of the Company have and retain the rights to form
trade union, organize their activities in accordance with stipulations concerned
of the Law on Trade Union of the PRC, and the Company shall provide necessary
conveniences for the activities of the trade union.
Chapter
IX Insurances
Article
43 The Company shall handle all insurances with insurers registered
in the PRC and as per detailed agreements made with them on types of insurance
as well as value and period for the insurances.
Chapter
X Business Period, Termination & Liquidation
Article
44 The Company shall operate business for the period of thirty (30)
years, commencing the day the Business License is granted.
Article
45 In case upon maturity of said Business Period the Company intends
for extension of operation, the shareholders shall make resolution and written
application shall be made one hundred and eighty (180) days before expiry of
said Period to the original registration approving administration. The business
period shall be extended after approval, whereupon the Company shall handle
change registration with the original registration administration.
Article
46 In any of following cases the Company may terminate
business operation before maturity:
1. the
Company suffers grave conditions of operating losses, and is impotent to
continue operation;
2. any
event of natural disaster, war or force majeure causes grave losses and makes
business operation uncontinuable; or
3. the
Company cannot attain its operating goals, yet sees no perspective for future
development.
Where the
Company terminates its business operation before maturity, shareholders shall
make resolutions, which shall be submitted for approval of the original
approving administration.
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Article
47 In case of expiry of business period or termination prior to
maturity of such, shareholders shall formulate procedures and principles for the
liquidation, and carry out such, and make public notices immediately upon
such.
Article
48 Except for the purpose of executing liquidation procedures, any of
the Company’s assets may not be disposed of before completion of the
liquidation.
Article
49 After completion of liquidation, report shall be made to the
approving administration, and cancellation registration shall be handled with
the original registration administration when and where the Business License
shall be returned.
Chapter
XI Annexes
Article
50 Any amendment to the Articles of Association shall be made only by
the shareholders and subject to approval of the original approving
administration.
Article
51 The Articles of Association is made in Chinese.
Article
52 The Articles of Association comes to effect after approval of
approving administration duly enpowered by Xiamen Municipal People’s Government,
so does the case of any amendment to such.
Article
53 The Articles of Association is executed and made valid on August
11, 2009 at Xiamen City, the PRC.
| Investor: Yidong (Hong Kong) Group Ltd. (chop) | /s/: Chui Wai Chun |
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