Yikoule Catering Distribution Co., Ltd.
accordance with rules and stipulations concerned of Company Law of the People’s
Republic of China (hereinafter Company Law) and Ordinance on Company
Registration & Administration of the People’s Republic of China, Xiamen
Xinyixiang Catering Distribution Co., Ltd. set up on sole investment Xiamen
Yikoule Catering Distribution Co., Ltd. (hereinafter the Company), and
formulates and executes this Articles of Association in April 2009. Where any
provision of this Articles conflicts with any of national laws, rules or
ordinances of the PRC, the latter shall prevail.
I Name and Domicile of Company
1 Name of Company: Xiamen Yikoule Catering Distribution Co., Ltd.
(hereinafter the Company).
2 Premise of Company: 4/F, Xuan Ye Building, Chuang Ye Park, Xiamen
Torchlight Hi-Tech Zone.
II Business Scope
3 Business Scope: 1. Catering Distribution (operation by branches
only); 2. Food & beverage management consultation; 3. Growth & sales of
fruits, vegetables, flowers and seedlings; rearing and sales of livestock and
poultry (operation by branches only).
4 The Company retains the rights for amendment of the Articles of
Association and change to the business scope, whereas registration is required
for such. Projects included in the Business Scope which require approvals
according to laws and administrative regulations shall be subject to approval
according to law.
III Registered Capital and Paid-in Capital
Registered capital: RMB 1,000,000.00.
investing with monetary contribution shall deposit in full amount subscribed to
the bank account as opened by the limited liability company; where capital
contribution is made with non-monetary assets, the investing assets shall be
subject to no guaranty, mortgage or pledge and have all formalities completed
for the transfer of title of such assets, upon value appraisal.
of capital share shall be verified by capital verifier organ set up by law which
shall provide capital verification report to evidence.
6 Paid-in capital of Company: RMB 1,000,000.00.
capital of RMB 1,000,000.00 has been paid in a lump sum before registration of
7 For increase in the registered capital, change registrations shall
be handled within thirty (30) days after full contribution of such increase.
Where the statutory provident funds are transferred to registered capital
increase, such provident funds retained may not be less than 25% of the
registered capital before such increase on transfer.
decrease in the registered capital, change registrations shall be handled within
forty-five (45) days after date of newspaper announcement, and meantime provide
evidences of the newspaper announcement releasing decrease of
registered capital as well as statement on the liquidation, repayment and
guaranty for debts related to the Company.
capital after decrease shall not be lower than the lowest limit stipulated by
increase or decrease of registered capital, registration of change shall be
handled with pertinent registration administration.
IV Name and Domicile of Shareholder
8 Name and domicile of shareholder are as below:
Xiamen Xinyixiang Catering Distribution Co., Ltd.
Canteen, west of 1/F, Block C4, No. 18 Xianghong Road, Xiamen Torchlight
(Xiang’an) Industrial Zone.
License Code: 350298400000190.
V Type of Incorporation
9 Type of incorporation: Limited liability company (solely invested
10 For change in the type of incorporation, the Company shall apply
for change registration with registration administration within stipulated
period on the basis of the conditions of the company to be established on such
change, and produce related documents.
VI Mode, Amount and Date of Shareholder Contribution
11 Mode, amount and date of shareholder’s contribution of
Xiamen Xinyixiang Catering Distribution Co., Ltd. invests with monetary
contribution of RMB 1,000,000.00, taking up 100% of the registered capital.
Registered capital of the Company shall be paid in full amount before
registration of establishment.
VII Structure, Setup & Power of Organization, Rules on
12 The Company shall not have a Shareholders’ Meeting. Shareholder
shall exert following powers according to Company Law:
decide on the Company’s operating policies and investment plans;
designate and replace managing director, and to decide on matters concerning
remuneration for the managing director;
designate and replace supervisor, and decide on matters concerning remuneration
for the supervisor;
approve reports of the managing director;
approve reports of the supervisor;
approve annual schemes for financial budgets and final settlement;
approve schemes for profit distribution and loss compensation;
make decisions for increase and decrease to registered capital of
make decisions on issuing debenture;
make decisions on merger, dissolution, liquidation or change of incorporation of
engage managers of the Company.
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
13 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
14 The Managing Director shall be responsible to the shareholder, and
exert following powers:
carry out decisions of the shareholder;
decide on Company’s operation schemes and investment plans;
prepare annual financial plans, and final settlements;
prepare profit distribution and loss compensation plans;
prepare plans for increase and decrease in registered capital;
formulate schemes on merger, split, change in the type of incorporation, or
dissolution, of Company;
decide on setup of internal management of Company;
nominate candidate for the Manager, and engage or dismiss upon nomination of the
Manager the Vice Manager and the financial chief, and decide on their
formulate fundamental administrative regulations and systems of
sign pertinent documents in representative of the Company.
15 The Company shall have one (1) Manager, post of which may be
served concurrently by the Managing Director, or engaged or dismissed otherwise
by the shareholder. The Manager shall be responsible to the shareholder, and
exert following powers:
take full charge of production and operation management of Company;
organize implementation of Company’s annual operation schemes and investment
formulate programs for organizational structure of internal management of
formulate fundamental management systems of Company;
formulate rules and regulations of the Company;
report for approval proposals on engagement or dismissal of vice manager and
decide on engagement or dismissal of managerial staff other than those to be
engaged and dismissed by the Managing Director;
16 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.
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.
the Managing Director nor any senior managerial staff shall serve concurrently
as the supervisor of the Company.
17 Any person in any of followings cases may not serve as the
managing director, supervisor, or senior managerial staff of the
who is incompetent or has limited capacity for civil conduct;
who has served less than five (5) years then for the fixed-term imprisonment
ordered for any act of graft, bribery, embezzlement of property,
misappropriation of property, or impairment to socialist market order, or is
within five (5) years of service for deprival of political rights for any act of
who serving as the director or factory head or manager of a business firm or
enterprise which went to bankruptcy was personally responsible to said
bankruptcy, and is still within three (3) years since the completion of
liquidation of said firm or enterprise upon bankruptcy;
who served as the legal representative of a business firm or enterprise which
had its Business License revoked or was ordered to closedown, and was personally
responsible to such end, and is still within three (3) years since said date of
Business License being revoked;
who is personally liable to any debt which is large in amount and unpaid as
Company selects, designate any managing director or supervisor or engaging any
senior managerial staff in breach of the preceding provisions, such election,
designation or engagement is invalid.
managing director or supervisor or senior managerial staff is in any of the
situations as specified in the paragraph (1) preceding, the Company shall
dismiss him/her from his/her post.
VIII Legal Representative of Company
18 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 prohibition stipulations
concerned, the shareholder shall dismiss him/her from the post and power of
of change in the legal representative, registration shall be handled for the
IX Share Transfer of Company
19 Shareholder of the Company may transfer all or part of its shares
in the Company according to law.
20 In case of share transfer of shareholder, registration of change
shall be handled within thirty (30) days after transaction of the
X Systems of Finance, Accounting, Profit Distribution & Labor
21 The Company shall set up internal financial and accounting systems
in accordance with pertinent laws, administrative ordinances as well as rules
and regulations of finance administrative authorities under the State Council.
The Company shall formulate financial statement reports on ending of each fiscal
year, which shall be subject to auditing of a certified public accountants
22 On distribution of after-tax profits, the Company shall make a
reserve of ten percent (10%) over the profits for statutory provident funds.
Where said funds amount above fifty percent (50%) of the registered capital of
Company, the reserve is not made.
statutory provident funds are not sufficient to cover losses of preceding year,
compensation of losses shall be made with current-year profits before reserving
for statutory provident funds.
23 The Company shall safeguard the legitimate rights and interests
of, and sign labor contracts with staff workers, include all such in the social
insurance system, so to enhance labor protection and ensure production
Company shall take every initiative to promote staff workers’ vocational
education and on-post training, so to improve work quality of them.
XI Operation Period of Company
24 The operation period licensed is ten (10) years, commencing the
day the Business License for Body Corporate is granted.
25 Where the Company intends to extend its operation period, the
shareholder shall make shareholders’ resolution, to cause amendment to the
Articles of Association and handle pertinent change registration, before
maturity of the business operation of Company.
XII Dissolution & Liquidation of Company
26 The Company shall dissolve in any of following cases:
the shareholder decides on dissolution of Company;
dissolution is required for the purpose of merger of Company;
the Company has its Business License revoked, is ordered to closedown or is
cancelled according to law;
the people’s law court orders dissolution of the Company according to Company
27 Where the Company is dissolved and liquidation is required by law,
the liquidation team shall within ten (10) days after the date of formation
report for filing with the registration administration the list of members and
responsible personnel of the liquidation team.
28 The liquidation team shall notify the creditors within ten (10)
days, and make newspaper announcement within sixty (60) days, after the date of
29 In any of following cases, the liquidation team shall handle
cancellation registration with original registration administration within
thirty (30) days after completion of liquidation of Company:
the Company is declared to bankruptcy by law;
maturity of operation period stipulated in the Articles of Association, or where
there is any other cause for dissolution arises other than those specified in
said Articles, whereas except for the Company continues as by amendment to the
Articles of Association;
the shareholder decides on dissolution of Company;
the Company has its Business License revoked, ordered to closedown or cancelled
according to law;
the people’s law court orders dissolution of the Company according to
dissolution is ordered according to laws, administrative ordinances and other
30 During the process of liquidation, the Company continues to exist,
whereas it may not engage in any operating activity irrelevant to liquidation.
Any property of the Company may not be assigned to any shareholder before
repaying all debts according to Company Law. The Company ceases existence upon
cancellation registration of the registration administration.
XIII Special Provisions
31 Where the shareholder is unable to prove independence of Company’s
assets from his/her personal properties, he/she shall be jointly liable for the
debts of the Company.
32 The Company may invest in other business enterprises,
whereas it may not become an investor who bears joint liability to the debts
borne by the enterprise invested, unless it is otherwise stipulated by
33 For any matter uncovered in the Articles of Association, pertinent
stipulations of the Company Law shall apply. Where there is any dispute arising
in any of the provisions of the Articles of Association against existent
national laws and ordinances, the latter shall prevail.
Xiamen Xinyixiang Catering Distribution Co., Ltd. (Company Seal)
April 26, 2009.