Article 1 General Rules
1.In order to safeguard the legitimate rights and interests of the company and its shareholders and standardize the organization and behavior of the company, the articles of association are formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and other relevant laws and administrative regulations.
2.Company name: GEILI GROUP LTD
3.Company address: Fengting Economic Development Zone, Xianyou,Putian,Fujian,China
4.Business term of the company：Perpetual existence
5.The company is a limited liability company wholly owned by legal person.
6.The executive director is the legal representative of the company
7.The company is an enterprise legal person, has independent legal person property, enjoys the legal person property right. The shareholder shall be liable to the company within the limit of his subscribed capital contribution, and the company shall be liable for the debts of the company with all its property.
8.The articles of association shall be binding on the company, shareholders, directors, supervisors and senior managers from the effective date.
Article 2 Business scope
9.The company's business scope: environmental protection machinery and equipment, agricultural machinery and equipment, mechanical and electrical equipment, metallurgical equipment and accessories, lifting equipment manufacturing and supporting auxiliary materials and spare parts processing. (the above business scope shall be subject to the approval of the company registration authority).
10.A company may change its business scope according to its actual situation, but it must be approved and registered by the company registration authority.
Article 3 Registered capital of the company
11.The registered capital is RMB 80 million, paid by shareholders.
12.The shareholders shall pay their respective subscribed capital contributions in full and on time.
13.The company may increase or decrease its registered capital, the increase or decrease of the company's registered capital shall be handled in accordance with the provisions of the Company law and other relevant laws, administrative regulations and the procedures stipulated in the articles of association.
Article 4 Shareholder
14.Shareholders shall have the following rights:
a) The dividend shall be divided from the after-tax profits left after the company makes up the loss and draws the accumulation fund;
b) To supervise the operation of the company and put forward suggestions or questions;
c) To consult the company's accounting books, consult and copy the articles of association, relevant resolutions or decisions, and financial and accounting reports;
d) After the termination of the company, share the remaining property of the company according to law;
e) Laws and administrative regulations, or other rights stipulated in the articles of association.
15.Shareholders shall undertake the following obligations:
a) Comply with laws, administrative regulations and the articles of association of the company;
b) Pay the capital contribution in full;
c) Ensure the independence, authenticity and sufficiency of the company's capital;
d) Laws and administrative regulations, and other obligations stipulated in the articles of association.
16.The shareholders shall exercise the following functions and powers:
a) Determine the company's business policy and investment plan;
b) To appoint or replace directors and supervisors who are not staff representatives, to decide on the remuneration of directors and supervisors;
c) To examine and approve the reports of the board of directors;
d) To examine and approve the reports of the board of supervisors;
e) Making decisions on the increase or decrease of the company's registered capital;
f) Making decisions on the issuance of corporate bonds;
g) To amend the articles of association of the company;
h) Decide to employ or dismiss the accounting firm undertaking the audit business of the company;
i) Other functions and powers stipulated by laws, administrative regulations and the articles of association. When a shareholder makes the above-mentioned decision according to his / her authority, he / she shall take a written form, sign or seal it and keep it in the company.
17.The transaction contract signed by the shareholders and the company shall be in written form, signed or sealed and kept in the company.
18.After the death of a natural person shareholder, the legal successor shall inherit the shareholder qualification.
19.Shareholders may transfer their shares according to law. If a shareholder transfers part of his equity according to law, the company form shall be changed.
Article 5 Board of directors, managers and board of supervisors
20.The company has a board of directors composed of nine persons. Those who are not employee representatives shall be appointed or replaced by shareholders; The employee representative shall be democratically elected or replaced by the staff and workers congress of the company. The term of office of a director shall be three years. Upon expiration of the term, he may be reappointed by appointment or election.
21.The board of directors shall have a chairman, who shall be appointed by the shareholders; One vice chairman shall be elected or replaced by the board of directors.
22.The board of directors shall be responsible to the shareholders and exercise the following functions and powers:
a) Report work to shareholders;
b) Implement the decisions of shareholders;
c) To decide on the business plan and investment plan of the company;
d) To decide the annual financial budget plan and final account plan of the company;
e) To decide the profit distribution plan and loss recovery plan of the company;
f) To formulate plans for increasing or reducing registered capital and issuing corporate bonds;
g) To formulate plans for the division, merger, dissolution or change of company form of the company;
h) To determine the establishment of the company's internal management organization;
i) Making decisions on the company's investment in other enterprises or providing guarantee for others;
j) To decide on the appointment or dismissal of the company's manager and his remuneration, and to appoint or dismiss the company's deputy manager, financial director and their remuneration according to the nomination of the manager;
k) Formulate the basic management system of the company;
l) Other functions and powers stipulated in the articles of association or authorized by shareholders.
23.The board meeting shall be convened and presided over by the chairman, if the chairman is unable or fails to perform his duties, the meeting shall be convened and presided over by the vice chairman; if the vice-chairman is unable or fails to perform his duties, the meeting shall be convened and presided over by a director jointly elected by more than half of the directors.
24.The board of directors shall be held at least once a year. An interim board meeting shall be held upon the proposal of more than one third of the directors and managers.
25.The voting on the resolution of the board of directors shall be one vote per person. The board of directors shall make minutes of the decisions on the matters discussed, which shall be signed by the directors attending the meeting.
26.A meeting of the board of directors shall be held only when more than half of the directors are present. The resolution of the board of directors must be passed by more than half of all the directors.
27.The company shall have a manager, who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following functions and powers:
a) Preside over the production and operation management of the company, and organize the implementation of the resolutions of the board of directors;
b) Organize the implementation of the company's annual business plan and investment plan;
c) To draw up the plan for the establishment of the company's internal management organization;
d) To formulate the basic management system of the company;
e) Formulate specific rules and regulations of the company;
f) To propose the appointment or dismissal of the company's deputy manager and the person in charge of finance;
g) To decide on the appointment or dismissal of the responsible managerial personnel other than those to be appointed or dismissed by the board of directors.
h) Other functions and powers granted by the shareholders or the board of directors.
28.The company has a board of supervisors composed of seven members. Those who are not employee representatives shall be appointed or replaced by shareholders; The employee representative shall be democratically elected or replaced by the staff and workers congress of the company. The proportion of employee representatives in each board of supervisors shall be determined by shareholders, but shall not be less than one third of the number of supervisors. The term of board of the supervisor is three years. Upon expiration of the term of office of a supervisor, the supervisor may be re-elected by appointment or election. Directors and senior managers shall not concurrently serve as supervisors.
29.The board of supervisors shall have a chairman who shall be elected or replaced by more than half of all supervisors. The chairman of the board of supervisors shall call and preside over the meetings of the board of supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly recommended by more than half of the supervisors shall call and preside over the meeting of the board of supervisors.
30.The board of supervisors shall exercise the following functions and powers: The company's periodic reports prepared by the board of directors shall be reviewed and written audit opinions shall be put forward; Check the company's financial affairs; To submit written examination opinions on profit distribution preplans and profit distribution policy adjustment plans made by the board of directors; Supervise the use of the raised funds, and put forward written audit opinions on the change of the investment direction of the raised funds; To supervise the acts of directors and senior managers in performing their duties in the company, To propose the removal of directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the general meeting of shareholders; When the acts of directors and senior managers damage the interests of the company, require the directors and senior managers to correct them; To propose to hold an interim Board of directors; to put forward proposals to the general meeting of shareholders and the board of directors;
To bring a lawsuit against the directors and senior managers in accordance with the provisions of Article 152 of the Company law; If necessary, it may employ accounting firms, law firms and other professional institutions to assist in their work, and the expenses shall be borne by the company; Other matters within the scope of the functions and powers of the Board of Supervisors as stipulated in laws, administrative regulations, normative documents and articles of association.
31.The meeting of the board of supervisors shall be held at least once a year. An interim meeting of the board of supervisors shall be held upon the proposal of more than one third of the supervisors. If the board of supervisors finds that the operation of the company is abnormal, it may conduct investigation;
32.The meeting of the board of supervisors shall not be held until more than half of the supervisors are present. A resolution made by the board of supervisors in accordance with its functions and powers shall be valid only if it is approved by more than half of the supervisors.
33.The resolution of the board of supervisors shall be voted on by one person one vote. The board of supervisors shall make minutes of the decisions on the matters discussed, which shall be signed by the supervisors attending the meeting.
Article 6 Company finance and accounting
34.The company shall establish its own financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council, and shall prepare financial and accounting reports at the end of each accounting year, which shall be audited by an accounting firm according to law. The financial report shall be submitted to the shareholders and the board of directors within three months after the end of each accounting year.
35.When the company distributes the after tax profits of the current year, it shall draw 10% of the profits as the company's legal accumulation fund. If the accumulated amount of the company's statutory accumulation fund is more than 50% of the company's registered capital, it may no longer extract. If the company's statutory accumulation fund is not enough to make up for the losses of previous years, the profits of the current year shall be used to make up the losses before drawing the statutory reserve fund in accordance with the provisions of the preceding paragraph. After the company withdraws the statutory accumulation fund from the after tax profit, it may also withdraw any accumulation fund from the after tax profit with the approval of the board of directors. The company shall distribute the remaining after-tax profits after making up the losses and drawing the public accumulation fund in accordance with the law.
Article 7 Dissolution and liquidation of the company
36.The company may be dissolved under any of the following circumstances:
a) The business term stipulated in the articles of association of the company has expired;
b) The shareholder decides to dissolve;
c) Dissolution is required due to merger or division of the company;
d) The business license is revoked, ordered to close down or revoked according to law.
The company may survive by amending the articles of association in case of item (a) of the above items.
37.If the company is dissolved due to the provisions of items (a), (b) and (d) of the preceding article of the articles of association, a liquidation group shall be established and liquidation shall be carried out in accordance with the law; After the liquidation of the company is completed, the liquidation group shall prepare a liquidation report, submit it to the shareholders for confirmation, and submit it to the company registration authority, apply for cancellation of the company's registration, and announce the termination of the company.
38.The liquidation group is composed of shareholders and their employees, and shall exercise functions and undertake obligations in accordance with the Company Law and relevant laws and administrative regulations.
Article 8 Supplementary articles
39.The company's senior managers mentioned in the articles of association refer to the manager, deputy manager and financial director.
40.The power to interpret the articles of association belongs to the board of directors. In case of any conflict between the articles of association and the laws and administrative regulations, the laws and administrative regulations shall prevail.
41.If the company amends the articles of association according to the needs or due to the change of the company's registered items, the amended articles of association shall be submitted to the original registration authority for the record.
Article 1 General Rules
1) In order to safeguard the legitimate rights and interests of the company and its shareholders and standardize the organization and behavior of the company, the articles of association are formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and other relevant laws and administrative regulations.
2) Company name: GEILI GROUP LTD
3) Company address: Fengting Economic Development Zone, Xianyou,Putian,Fujian,China
4) Business term of the company：Perpetual existence
5) The company is a limited liability company wholly owned by legal person.
6) The executive director is the legal representative of the company
7) The company is an enterprise legal person, has independent legal person property, enjoys the legal person property right. The shareholder shall be liable to the company within the limit of his subscribed capital contribution, and the company shall be liable for the debts of the company with all its property.
8) The articles of association shall be binding on the company, shareholders, directors, supervisors and senior managers from the effective date.
Article 2 Business scope
9) The company's business scope: environmental protection machinery and equipment, agricultural machinery and equipment, mechanical and electrical equipment, metallurgical equipment and accessories, lifting equipment manufacturing and supporting auxiliary materials and spare parts processing. (the above business scope shall be subject to the approval of the company registration authority).
10) A company may change its business scope according to its actual situation, but it must be approved and registered by the company registration authority.
Article 3 Registered capital of the company
11) The registered capital is RMB 80 million, paid by shareholders.
12) The shareholders shall pay their respective subscribed capital contributions in full and on time.
13) The company may increase or decrease its registered capital, the increase or decrease of the company's registered capital shall be handled in accordance with the provisions of the Company law and other relevant laws, administrative regulations and the procedures stipulated in the articles of association.
Article 4 Shareholder
14) Shareholders shall have the following rights:
a) The dividend shall be divided from the after-tax profits left after the company makes up the loss and draws the accumulation fund;
b) To supervise the operation of the company and put forward suggestions or questions;
c) To consult the company's accounting books, consult and copy the articles of association, relevant resolutions or decisions, and financial and accounting reports;
d) After the termination of the company, share the remaining property of the company according to law;
e) Laws and administrative regulations, or other rights stipulated in the articles of association.
15) Shareholders shall undertake the following obligations:
a) Comply with laws, administrative regulations and the articles of association of the company;
b) Pay the capital contribution in full;
c) Ensure the independence, authenticity and sufficiency of the company's capital;
d) Laws and administrative regulations, and other obligations stipulated in the articles of association.
16) The shareholders shall exercise the following functions and powers:
a) Determine the company's business policy and investment plan;
b) To appoint or replace directors and supervisors who are not staff representatives, to decide on the remuneration of directors and supervisors;
c) To examine and approve the reports of the board of directors;
d) To examine and approve the reports of the board of supervisors;
e) Making decisions on the increase or decrease of the company's registered capital;
f) Making decisions on the issuance of corporate bonds;
g) To amend the articles of association of the company;
h) Decide to employ or dismiss the accounting firm undertaking the audit business of the company;
i) Other functions and powers stipulated by laws, administrative regulations and the articles of association. When a shareholder makes the above-mentioned decision according to his / her authority, he / she shall take a written form, sign or seal it and keep it in the company.
17) The transaction contract signed by the shareholders and the company shall be in written form, signed or sealed and kept in the company.
18) After the death of a natural person shareholder, the legal successor shall inherit the shareholder qualification.
19) Shareholders may transfer their shares according to law. If a shareholder transfers part of his equity according to law, the company form shall be changed.
Article 5 Board of directors, managers and board of supervisors
20) The company has a board of directors composed of nine persons. Those who are not employee representatives shall be appointed or replaced by shareholders; The employee representative shall be democratically elected or replaced by the staff and workers congress of the company. The term of office of a director shall be three years. Upon expiration of the term, he may be reappointed by appointment or election.
21) The board of directors shall have a chairman, who shall be appointed by the shareholders; One vice chairman shall be elected or replaced by the board of directors.
22) The board of directors shall be responsible to the shareholders and exercise the following functions and powers:
a) Report work to shareholders;
b) Implement the decisions of shareholders;
c) To decide on the business plan and investment plan of the company;
d) To decide the annual financial budget plan and final account plan of the company;
e) To decide the profit distribution plan and loss recovery plan of the company;
f) To formulate plans for increasing or reducing registered capital and issuing corporate bonds;
g) To formulate plans for the division, merger, dissolution or change of company form of the company;
h) To determine the establishment of the company's internal management organization;
i) Making decisions on the company's investment in other enterprises or providing guarantee for others;
j) To decide on the appointment or dismissal of the company's manager and his remuneration, and to appoint or dismiss the company's deputy manager, financial director and their remuneration according to the nomination of the manager;
k) Formulate the basic management system of the company;
l) Other functions and powers stipulated in the articles of association or authorized by shareholders.
23) The board meeting shall be convened and presided over by the chairman, if the chairman is unable or fails to perform his duties, the meeting shall be convened and presided over by the vice chairman; if the vice-chairman is unable or fails to perform his duties, the meeting shall be convened and presided over by a director jointly elected by more than half of the directors.
24) The board of directors shall be held at least once a year. An interim board meeting shall be held upon the proposal of more than one third of the directors and managers.
25) The voting on the resolution of the board of directors shall be one vote per person. The board of directors shall make minutes of the decisions on the matters discussed, which shall be signed by the directors attending the meeting.
26) A meeting of the board of directors shall be held only when more than half of the directors are present. The resolution of the board of directors must be passed by more than half of all the directors.
27) The company shall have a manager, who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following functions and powers:
a) Preside over the production and operation management of the company, and organize the implementation of the resolutions of the board of directors;
b) Organize the implementation of the company's annual business plan and investment plan;
c) To draw up the plan for the establishment of the company's internal management organization;
d) To formulate the basic management system of the company;
e) Formulate specific rules and regulations of the company;
f) To propose the appointment or dismissal of the company's deputy manager and the person in charge of finance;
g) To decide on the appointment or dismissal of the responsible managerial personnel other than those to be appointed or dismissed by the board of directors.
h) Other functions and powers granted by the shareholders or the board of directors.
28) The company has a board of supervisors composed of seven members. Those who are not employee representatives shall be appointed or replaced by shareholders; The employee representative shall be democratically elected or replaced by the staff and workers congress of the company. The proportion of employee representatives in each board of supervisors shall be determined by shareholders, but shall not be less than one third of the number of supervisors. The term of board of the supervisor is three years. Upon expiration of the term of office of a supervisor, the supervisor may be re-elected by appointment or election. Directors and senior managers shall not concurrently serve as supervisors.
29) The board of supervisors shall have a chairman who shall be elected or replaced by more than half of all supervisors. The chairman of the board of supervisors shall call and preside over the meetings of the board of supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly recommended by more than half of the supervisors shall call and preside over the meeting of the board of supervisors.
30) The board of supervisors shall exercise the following functions and powers: The company's periodic reports prepared by the board of directors shall be reviewed and written audit opinions shall be put forward; Check the company's financial affairs; To submit written examination opinions on profit distribution preplans and profit distribution policy adjustment plans made by the board of directors; Supervise the use of the raised funds, and put forward written audit opinions on the change of the investment direction of the raised funds; To supervise the acts of directors and senior managers in performing their duties in the company, To propose the removal of directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the general meeting of shareholders; When the acts of directors and senior managers damage the interests of the company, require the directors and senior managers to correct them; To propose to hold an interim Board of directors; to put forward proposals to the general meeting of shareholders and the board of directors;
To bring a lawsuit against the directors and senior managers in accordance with the provisions of Article 152 of the Company law; If necessary, it may employ accounting firms, law firms and other professional institutions to assist in their work, and the expenses shall be borne by the company; Other matters within the scope of the functions and powers of the Board of Supervisors as stipulated in laws, administrative regulations, normative documents and articles of association.
31) The meeting of the board of supervisors shall be held at least once a year. An interim meeting of the board of supervisors shall be held upon the proposal of more than one third of the supervisors. If the board of supervisors finds that the operation of the company is abnormal, it may conduct investigation;
32) The meeting of the board of supervisors shall not be held until more than half of the supervisors are present. A resolution made by the board of supervisors in accordance with its functions and powers shall be valid only if it is approved by more than half of the supervisors.
33) The resolution of the board of supervisors shall be voted on by one person one vote. The board of supervisors shall make minutes of the decisions on the matters discussed, which shall be signed by the supervisors attending the meeting.
Article 6 Company finance and accounting
34) The company shall establish its own financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council, and shall prepare financial and accounting reports at the end of each accounting year, which shall be audited by an accounting firm according to law. The financial report shall be submitted to the shareholders and the board of directors within three months after the end of each accounting year.
35) When the company distributes the after tax profits of the current year, it shall draw 10% of the profits as the company's legal accumulation fund. If the accumulated amount of the company's statutory accumulation fund is more than 50% of the company's registered capital, it may no longer extract. If the company's statutory accumulation fund is not enough to make up for the losses of previous years, the profits of the current year shall be used to make up the losses before drawing the statutory reserve fund in accordance with the provisions of the preceding paragraph. After the company withdraws the statutory accumulation fund from the after tax profit, it may also withdraw any accumulation fund from the after tax profit with the approval of the board of directors. The company shall distribute the remaining after-tax profits after making up the losses and drawing the public accumulation fund in accordance with the law.
Article 7 Dissolution and liquidation of the company
36) The company may be dissolved under any of the following circumstances:
a) The business term stipulated in the articles of association of the company has expired;
b) The shareholder decides to dissolve;
c) Dissolution is required due to merger or division of the company;
d) The business license is revoked, ordered to close down or revoked according to law.
The company may survive by amending the articles of association in case of item (a) of the above items.
37) If the company is dissolved due to the provisions of items (a), (b) and (d) of the preceding article of the articles of association, a liquidation group shall be established and liquidation shall be carried out in accordance with the law; After the liquidation of the company is completed, the liquidation group shall prepare a liquidation report, submit it to the shareholders for confirmation, and submit it to the company registration authority, apply for cancellation of the company's registration, and announce the termination of the company.
38) The liquidation group is composed of shareholders and their employees, and shall exercise functions and undertake obligations in accordance with the Company Law and relevant laws and administrative regulations.
Article 8 Supplementary articles
39) The company's senior managers mentioned in the articles of association refer to the manager, deputy manager and financial director.
40) The power to interpret the articles of association belongs to the board of directors. In case of any conflict between the articles of association and the laws and administrative regulations, the laws and administrative regulations shall prevail.
41) If the company amends the articles of association according to the needs or due to the change of the company's registered items, the amended articles of association shall be submitted to the original registration authority for the record.
Post time: Apr-29-2021