成都一起游贸易有限公司章程译文

Chengdu Yiqiyou Trading Co.,Ltd.Articles of AssociationC hapter I General ProvisionsArticle1Company purpose:One shareholder shall contribute to collect capital fund and establish a new operating mechanism to in the form of limited liability company organization in order to make a contribution to the economic revival.In accordance with the relevant regulations of the Company Law of the People's Republic of China and the Regulations of the People's Republic of China on the Administration of Company Registration,these Articles of Association are hereby formulated.Article2Name of the company:Chengdu Yiqiyou Trading Co.,Ltd.(Hereinafter referred to as the company).Article3Company domicile:Room2107,21/F,Building1-1,No.108,East Fifth Section,Ring No.1,Jinjiang District,Chengdu Article4The company is contributed by one shareholder who is responsible for the company to the extent of its subscribed contribution amount;The company shall undertake liability for its debts with all assets.The company shall enjoy all the property rights of the legal person resulting from the investment of shareholders,enjoy civil rights and bear civil liabilities in accordance with the law,and have the qualification of the enterprise legal person.Article5Company business scope:Sales:accessories of game machines,digital products,hardware and software of computers and computer consumables(modifier:Zhu Yuyign,May22,2014),mobile phone spare parts,communication equipment,office supplies,electronic products.Article6The date of issue of the business license is the date of establishment of a company limited by shares.Term of business: Long-termChapter II Registered CapitalArticle7The registered capital of the company is RMB1million.Article8Shareholders'name,contribution amount,contribution method,contribution time and list.Unit:RMB10,000 Name(Designation)of shareholder Capital contribution Contribution mode Contribution date Zhao Lihua100Currency Dec.31,2030 Article9The company shall issue capital contribution certificate to its shareholders after being registered.The capital contribution certificate shall clearly state the name,establishment date and registered capital of the Company,as well as the name,paid-in amount of contributions and capital contribution date,number and issuing date of capital contribution certificate of the shareholders.The contribution certificate shall be sealed by the Company.The capital contribution certificate shall be in duplicate with the shareholder and the company holding one respectively.In case the capital contribution certificate is lost,it shall be immediately reported to the company and declared the cancellation,and the certificate will be reissued with the approval of the legal representative of the Company.Article10The company shall set the register of shareholders,which shall set forth the name of each shareholder and the domicile thereof,the amount of contribution,number of capital contribution certificate and other content.Chapter III Rights,Obligations of Shareholder and Share Transfer ConditionsArticle11The shareholder shall,as a contributor,enjoy the rights of the owner's assets,making major decisions and selection of managers,and assume corresponding obligations.Article12Shareholder's rights:I.Determine the company's various major issues;II.Review the minutes of meetings and company's financial and accounting reports;III.Receive company's profits on time;IV.Acquire the residuary assets of the company after its termination.Article13The shareholder's obligations:I.Make the full amount of contribution as stipulated in the company's Articles of Association on time;II.The contribution amount shall be a basis for bearing the company liability(but if shareholders cannot prove the company properties are independent of their own properties,they shall bear a joint liability for the company liability);Ⅲ.Shareholders shall not withdraw their contributions after the registration of the company(except being approved and agreed through legal procedures);Article14Transfer of contribution:Shareholders may decide to transfer all or part of their equities to any person other than the shareholder.The company shall record the name,domicile and transferred contribution amount of the transferee on the register of shareholders after the legal transfer of equities.Special Seal for Archives of the Administration for Market Regulation of Chengdu(sealed)Chapter IV Company's Organization and Its Generation Method,Functions and PowersArticle15The company shall establish Executive Directors,Supervisors to be in charge of planning,organizing, coordination,supervision of the company's production and operating activities in order to guarantee the smooth operation of those activities.Article16The company has the Managers and other such specific administrative offices such as Business Department, Financial Department,taking charge of various specific affairs in the company's operation and business activities respectively.Article17The Executive Director,the Supervisor and the Managers shall abide by the company's Articles of Association, the Company Law of the People's Republic of China and the regulations of other national laws.Article18When considering and deciding on the wages,welfare and production safety of the staff and workers and labor protection,labor insurance and other issues involving the personal interests of the staff and workers,the company shall first solicit and consider the opinions of the company's trade union and staff and workers,and shall invite representatives from the trade union and the staff and workers to attend the relevant meetings.Article19When considering and deciding on major issues relating to the company's production and operations,and formulating important rules and regulations,the company shall solicit and consider the opinions and proposals of the company's trade union and staff.Article20A person in any of the following situations may not serve as a Director,Supervisor,or the Manager of the Company:(I)Those without civil capacity of conduct or with limited civil capacity of conduct;(II)Those sentenced to a penalty or deprived of political rights not more than five years after the execution due to corruption,bribery,conversion of property,embezzlement of property or destruction of social and economic order;Person with execution time no more than five years;(III)Have served as the Director,Factory Chief,or General Manager of a company(enterprise)which underwent bankruptcy liquidation as a result of mismanagement,and being personally responsible for such bankruptcy,which is less than three years since the completion of the bankruptcy liquidation of such company(enterprise);(IV)Have served as the legal representative of a company(enterprise)with its business license being revoked due to a violation of the law,and held personal responsibilities,which is less than three years from the date of the business license of such company(enterprise)being revoked;(V)In default of personal debt of a significant amount,which is unsettled on due.If the company elects or appoints an Executive Director or Supervisor or employs a Manager in violation of the above Paragraph,such election,appointment or employment is invalid.Article21The national public servant shall not concurrently serve as the Executive Directors,Supervisors or Managers of the company.Article22The Executive Directors,Supervisors or Managers shall abide by the company's Articles of Association, faithfully execute their official duties and protect the company's interests.They shall not exploit their position and power in the company to seek their own private interests.The Executive Director,Supervisor or Manager may not abuse their functions and powers to accept bribes or generating other illegal income,and may not embezzle assets of the Company. Article23The Executive Director and Managers shall not misappropriate the company's funds or lend the company's funds to other units or individuals that has no business relations with the Company.The Executive Director and Manager shall not open an account to save the funds of the Company in its own name or in the name of others or invest the funds in other companies in its private name.The Executive Director or Manager cannot give the Company's assets as security for the debt of a shareholder or any other individuals.Article24The Executive Director or the Manager shall not operate the same of similar project of the company by himself/herself or for others,or engages the activity which damages the company benefit.Otherwise any gains thereof shall belong to the Company.Chapter V Functions and Powers of ShareholderArticle25Shareholders can exercise the following functions and powers:1.Decide the Company's operation policy and the investment plan;2.Appoint the Executive Director,and determine the remuneration of relevant Executive Director;3.Appoint the Supervisor,and determine the relevant remuneration matters of Supervisor;4.Review and approve the reports of the Executive Director or Supervisor;5.Review and approve the yearly financial budget plan and the final accounts plan,profit distribution,losses make-up plan of the company;6.Make a decision relating to increase or reduce of the registered capital of the company;7.Adopt resolution on the division,merger,dissolution,liquidation and change in corporate form;8.Amend the Articles of Association;9.Appoint or dismiss company Manager;10.Make resolution on the issue of bonds by the company;11.Other functions and powers formulated in the Articles of Association of the company.Chapter VI Executive Director,Manager,SupervisorArticle26The company does not set up Board of Directors,but only one Executive Director The Executive Director shall be appointed by the shareholders.Article27The Executive Director is a legal representative of the company.Article28The Executive Director is responsible for the shareholders'meeting,and shall exercise the following functions and powers:I.Report work to the shareholder;II.Perform the decision of the shareholder and make implementation details;III.Determine the company's business plans and investment projects;IV.Formulate the yearly financial budget plan and the plans of final accounts and profit distribution,losses make-up plan of the company;V.Formulate plans of increasing or decreasing registered capital,division and merger in corporate form,dissolution or establishment of the branch offices,etc.;VI.Decide the setting of the internal administration system of the Company,the person selected as the manager candidate of the Company and the salary;VII.Based on the nomination,appoint or dismiss company's Deputy Managers,company's financial principals and determine their remuneration matters;VIII.Develop the basic management system of the Company.Article29The tenure of Executive Director is3years,and can be selected successively and reappointed consecutively Prior to the expiration of the tenure,the shareholders shall not remove the Executive Director from the office for no reason. Article30The Company has one manager,who is employed or dismissed by the shareholders'meeting.The Manager shall be responsible for shareholders and shall exercise the following authorities:I.Preside the company's production and operation management;implement annual business plans and investment scheme of the company;II.Draft the plan for the structure of the company's internal management;III.Draft the basic management system of the Company;IV.Formulate detailed company rules;V.Recommend for appointment or removal of the deputy managers and the officer in charge of finance to the Executive Director;VI.Appoint or dismiss administrative staffs except for staffs who shall be appointed or dismissed by the Executive Director. VII.Other functions and powers conferred by the shareholder.Article31The company does not set the Board of Supervisors,but has only one Supervisor,appointed by the shareholders; Each term of office of the Supervisors shall be three years,and upon expiration,the Supervisor may be re-elected according to the resolution of the shareholder;The Executive Director,Manager and Financial Chief of the company shall notconcurrently serve as the Supervisor.Function and power of Supervisor:(I)Examine the company's financial affairs;(II)Supervise the actions of Executive Directors and Senior Executives in the performance of corporate duties,and make suggestions on the removal of Executive Directors and Senior Executives who violate laws,administrative regulations, Articles of Association or resolutions of the Board of Shareholders;(III)Demand the Executive Director and Managers to make rectification on any behaviors harming the company interests. (IV)Present proposals to shareholders;(V)Take legal actions to Executive Directors and Senior Management Staff according to the regulations of Article152 stipulated in Company Law.(VI)Other functions and powers formulated in the Articles of Association of the company.Chapter VII Financial Affairs and AccountingArticle32The company shall establish its own financial and accounting system according to laws,administrative regulations and the regulations of national financial and administrative component department.Article33The company prepares financial and accounting reports every accounting year,which are audited according to the regulations of the related departments,submitted to the financial,revenue and industry and commerce administration departments,and delivered to all the shareholders to be checked.The financial and accounting report shall include the following accounting statements and the auxiliary detailed statement: (I)Balance Sheet;(II)Income Statement;(III)Statement of Changes in Financial Position;(IV)Explanation of Financial Conditions;(V)Profit Distribution Statement.Article34When distributing the after-tax profits,the Company shall draw10%of the profits as the legal accumulation fund. When the legal accumulation fund surpasses50%of the registered capital of the Company,it could be drawn no more.The company's statutory reserve fund shall be used to make up for the company's loss last year,expand the company's production and operation or increase the company's capital.But,the capital accumulation funds shall not be used for making up the Company's losses.Article35After-tax profits after loss recovery and reserve fund withdrawal shall be allocated.Article36Where the statutory surplus fund is converted capital,the remaining amount of such accumulation fund shall not be less than25%of the registered capital prior to such conversion and increase.The Company may not keep accounting books and records other than those provided by law.Accounting books,report forms and various vouchers shall be bound up and filed in accordance with the relevant provisions of financial departments,and kept properly as the critical archival data.Chapter VIII Merger,Division and Change of Registered CapitalArticle37Resolutions on the division,merger,or reduction of registered capital should be made at the Shareholders' Meeting of the Company.The Company shall sign agreement in accordance with the requirements in Company Law, liquidate assets,formulate a balance sheet and a detailed inventory of assets,inform the creditors and make announcement, and complete relevant procedures according to law.Article38In the event of merger,division or reduction in registered capital,the company shall prepare a balance sheet and an inventory of properties,notify the creditors within10days and make it public in the newspaper within30days upon making the decisions on merger and division.Within30days of receipt of the notice,within45days from the date of announcement without receiving the notice,creditors may require the Company to pay off debts or provide corresponding guarantees.The company's consolidated and separate credits and debts shall be borne by the combined company.Article39In case of change of the registration items due to merger or division,the company shall,in accordance with the law,handle the change registration with the company registration authority;In case the Company is dissolved,the registration shall be deleted in accordance with the law;For the new company established,the registration of establishment shall be handled in accordance with the law.In case of increasing or decreasing the registered capital,the company shall apply to the company registration authority for change registration.Chapter IX Bankruptcy,Dissolution,Termination and LiquidationArticle40Where any the Company is dissolved according to due to the provisions specified in Article181(1),(2),(4)and (5)of the Company Law,it shall,within15days from the date the reasons for dissolution prevails,set up a liquidation team to begin liquidation.If a liquidation group to carry out liquidation procedures is not set up within the specified time limit, the creditors may apply to the people's court to have it designate relevant persons to form a liquidation group in order to carry out liquidation procedures.The Company shall the creditor of the establishment of the liquidation team within10days,and make public notice in the newspaper within60days.Creditors shall,within30days as of the receipt of a notice or within45days from the date the announcement is made in the case of those who have not received such notice,declare their creditor's rights to the liquidation team.The company's property shall not be distributed to shareholder prior to paying the settlement fee,employee's salary,social insurance fee and statutory compensation and tax owed,and clearing off the company's debt.After the completion of liquidation,the company shall apply for registration cancellation to the company registration authority in accordance with law.Chapter X Labor UnionArticle41The Company shall establish the Labor Union according to relevant state laws and the Labor Union Law of the People's Republic of China.The trade union acts independently and the company shall support the work of the trade union. The labor and employment system of the company shall be in strict accordance with the Labor Law.Chapter XI Supplementary ProvisionsArticle42The explanation right to the Articles of Association belongs to the board of shareholders.Article43The Articles of Association shall come into effect after being signed or sealed by shareholders.Article44The company may amend these Articles of Association from time to time with the approval of shareholders,and such amendments shall be signed by the legal representative of the company and reported to the company registration authority for filing.Article45If the Articles of Association of the Company go against the national laws,administrative regulations,the decisions of the State Council,subject to the national laws,administrative regulations,the decisions of the State Council. Shareholders'signature(seal):Zhao LihuaMay21,2014。