Articles of Association of Jiangsu Shojun Trading Co., Ltd.
In accordance with the provisions of the "Company Law", "Company Registration and Management Regulations" and other relevant laws and regulations, it is jointly funded and established by all shareholders qquad\qquad Jiangsu Shoujun Trading Co., Ltd. (hereinafter referred to as the "Company") has formulated this Article of Association to perform the company's rights and assume the company's obligations in accordance with the law. If this Article of Association conflicts with national laws and regulations, national laws and regulations shall prevail.
Chapter 1 Company Name, Domicile and Business Scope Article 1 Company name: Jiangsu Shouhu Trading Co., Ltd.
Article 2 Company address: Zhihao Industrial Park Boutique Area, Chuanmei Town, Tongzhou District, Nantong City
Article 3 The company's business scope: bedding, furniture supplies, furniture, office supplies, electronic products, knitted textiles, daily necessities, sporting goods, digital products, household appliances, pet supplies (subject to approval by the company registration authority)
Article 4 The company is qquad\qquad The Market Supervision Administration applies for registration, and the company's legitimate rights and interests are protected by national laws. The company is a limited liability company and implements independent accounting, independent operation, and is responsible for its own profits and losses.
Shareholders bear capital responsibilities to the company to the extent of their subscribed capital contributions, and the company bears responsibilities for the company's debts with all of its assets.
Chapter 2 Registered Capital of the Company
Article 5 The registered capital of a company shall be the capital contribution subscribed by all shareholders registered with the company registration authority.
The company's registered capital is RMB qquad\qquad 10 million yuan.
The period for shareholders' capital contribution shall be agreed by the shareholders themselves, but shall not exceed the business period stipulated in the company's articles of association. To change the registered capital of a company, a shareholders' meeting must be convened and a resolution must be made by more than two-thirds of the representatives. If a company reduces its registered capital, it shall submit to the company 45 days from the date of the announcement the relevant certificates and the explanation of the guarantee for publishing the company's announcement on the company's reduction of registered capital in a newspaper.
Chapter 3: Name of shareholder, method of investment, amount of investment, time of investment
Article 6 The name of the shareholder, the method and amount of capital contribution, and the time of capital contribution are as follows:
Shareholder name or license number quad\quad Capital contribution method (amount: 10,000 contributions)
Article 7 Shareholders may make monetary contributions, or they may make capital contributions in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred in accordance with the law; however, properties that are not allowed to be used as capital contributions according to laws and administrative regulations are excluded.
Non-monetary property used as capital contribution must be evaluated and verified, and the property must not be overvalued or undervalued. If laws and administrative regulations have provisions on valuation and valuation, those provisions shall prevail.
Article 8 Shareholders shall pay the capital contribution amount stipulated in the company's articles of association in full and on time. If a shareholder fails to pay capital contributions in accordance with the provisions of the preceding paragraph, in addition to paying the company in full, he shall also bear liability for breach of contract to shareholders who have paid capital contributions in full and on time.
Article 9 After the company is established, an investment certificate shall be issued to the shareholders.
Chapter 4 Rights and Obligations of Shareholders
Article 10 Shareholders enjoy the following rights:
(1) Participate or elect representatives to participate in shareholders’ meetings and enjoy voting rights based on their capital contribution; (2) Understand the company’s operating conditions and financial status; (3) Elect and be elected as executive directors or supervisors;
(4) Obtain and transfer dividends in accordance with laws, regulations and the company's articles of association: (5) Priority in purchasing capital contributions transferred by other shareholders; (6) Priority in purchasing the company’s newly added registered capital; (7) After the company is terminated, the remaining property of the company shall be divided according to law; (8) The right to inspect the minutes of shareholders’ meetings and the company’s financial reports; Article 11 Shareholders shall bear the following obligations: (1) Comply with the company’s articles of association; (2) Pay the subscribed capital contribution on time; (3) Bear the company’s debts according to the subscribed capital contribution; (4) No capital contribution shall be withdrawn after the company has gone through the registration procedures.
Chapter 5 Equity Transfer of the Company
Article 12 Shareholders of a company may transfer all or part of their equity to each other.
The transfer of equity by a shareholder to a person other than the shareholder must be approved by a majority of the other shareholders. Shareholders shall notify other shareholders in writing to seek their consent regarding the transfer of their equity. If other shareholders do not respond within thirty days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity; if they do not purchase, it will be deemed to have agreed to the transfer.
For equity transferred with the consent of shareholders, other shareholders have the right of first refusal under the same conditions.
If two or more shareholders claim to exercise the right of preemption, they shall negotiate to determine their respective purchase proportions; if the negotiation fails, the right of preemption shall be exercised according to the proportion of their respective capital contributions at the time of transfer. When the people's court transfers the shareholders' equity in accordance with the enforcement procedures prescribed by law, it shall Notify the company and all shareholders that other shareholders have preemptive rights under the same conditions. If other shareholders do not exercise their preemptive rights within twenty days from the date of notification by the People's Court, they will be deemed to have given up their preemptive rights.
Article 13 After transferring equity in accordance with Articles 71 and 72 of the Company Law, the company shall cancel the capital contribution certificate of the original shareholder, issue a capital contribution certificate to the new shareholder, and amend the company's articles of association and shareholder list accordingly. Records of shareholders and their capital contributions. This amendment to the company's articles of association does not need to be voted on by the shareholders' meeting.
Article 14 If one of the following circumstances occurs, shareholders who voted against the resolution of the shareholders' meeting may request the company to acquire their equity at a reasonable price:
(1) The company does not distribute profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for profit distribution stipulated in this law; (2) The company merges, splits, or transfers its main assets;
(3) The business period stipulated in the company's articles of association expires or other dissolution meetings stipulated in the articles of association pass a resolution to amend the articles of association to enable the company to survive.
If a shareholder cannot reach an agreement with the company within sixty days from the date of passing the resolution of the shareholders' meeting, the shareholder may file a lawsuit with the People's Court within ninety days from the date of passing the resolution of the shareholders' meeting.
