Case File (Case of Alteration Registration of Equity) V.

Case File
(Case of Alteration Registration of Equity)
WU Xiaobin V. Shenzhou Branch of City B
Administration for Industry and Commerce
(This case file is compiled by LUO Wen, LEI
Weihong, YANG Kai, and LI Chao)
CONTENTS
1. Fact summary
2. Complaint
3.Statement of Defense
4.The first registration of equity alteration (2005)
(1) 2 copies of the Equity Transfer Agreement
(2) Resolutions of the Seventh Stockholders’ Meeting of City B
Shenzhou Jiuchongtian Development Co. Ltd.
(3) Resolutions of the Eighth Stockholders’ Meeting of City B
Shenzhou Jiuchongtian Development Co. Ltd
(4) Articles of Incorporation of City B Shenzhou Jiuchongtian
Development Co. Ltd.
(5) Application Form for the equity alteration registration of City B
Shenzhou Jiuchongtian Development Co. Ltd.
(6) Notice on Approval of the equity alteration registration by
Shenzhou Branch of City B Administration for Industry and Commerce
(7) Review Form of the equity alteration registration by Shenzhou
Branch of City B Administration for Industry and Commerce
(8)
Business
License
of
City
B
Shenzhou
Development Co. Ltd.
5.The second registration of equity alteration (2006)
Jiuchongtian
(1) 3 copies of the Equity Transfer Agreement
(2) Resolutions of the Ninth Stockholders’ Meeting of City B
Shenzhou Jiuchongtian Development Co. Ltd.
(3) Resolutions of the Tenth Stockholders’ Meeting of City B
Shenzhou Jiuchongtian Development Co. Ltd.
(4) Articles of Incorporation of City B Shenzhou Jiuchongtian
Development Co. Ltd.
(5) Application for the registration of equity alteration of City B
Shenzhou Jiuchongtian Development Co. Ltd.
(6) Notice on approval of the equity alteration registration by
Shenzhou Branch of City B Administration for Industry and Commerce
(7) Review Form of the equity alteration registration by Shenzhou
Branch of City B Administration for Industry and Commerce
(8)
Business
License
of
City
B
Development Co. Ltd.
6. Investigative Transcript of the People’s Court
7. Main references to the application of law
Shenzhou
Jiuchongtian
Fact summary
On Mar. 21, 2002, City B Shenzhou Jiuchongtian Development Co. Ltd.
(hereinafter referred to as Jiuchongtian Company or the Company) was
incorporated as a limited liability company with registered capital of
RMB 10,000,000 yuan. The two stock holders of Jiuchongtian Company
are ZHANG Xiaojun with capital contributions of RMB 9,000,000 yuan
owning 90 percent of the Company stock and ZHANG Xiaoyu the
remaining RMB 1,000,000 yuan owning 10 percent of the Company
stock.
On May 9, 2005, an Equity Transfer Agreement was made, concerning
the transfer of the Company’s equity ownership as a result of the transfer
of a real estate project, by and among ZHANG Xiaojun, ZHANG Xiaoyu,
WU Xiaobin and HU Xiaojin. WU Xiaobin acquired 50 percent of equity
ownership of the Company from ZHANG Xiaojun and 10 percent from
ZHANG Xiaoyu, and HU Xiaojin acquired 40 percent equity ownership
of the Company from ZHANG Xiaojun. And the equity alteration was
registered with Shenzhou Branch of City B Administration for Industry
and Commerce on May 23, 2005. WU Xiaobin, as the legal representative
of the altered Company, owned 60 percent of the Company stock and HU
Xiaojin the remaining 40 percent.
On Mar. 27, 2006, MA Xiaoxi, a natural person as the authorized agent of
ZHANG Xiaojun, submitted new equity transfer agreements and
resolutions of the Stockholders’ Meetings to Shenzhou Branch of City B
Administration for Industry and Commerce and applied for company
alteration registration concerning:
(1) The alteration of equity ownership: the stockholders were
changed form WU Xiaobin owning 60 percent of the Company
stock and HU Xiaojin the remaining 40 percent to ZHANG
Xiaojun 90 percent and ZHANG Xiaoyu the remaining 10
percent;
(2) The alteration of the legal representative: from WU Xiaobin to
ZHANG Xiaojun;
(3) The alteration of the business scope.
After a formality review, Shenzhou Branch of City B Administration for
Industry and Commerce considered the application documents and
materials complete, and on the date of application, decided to approve the
alteration application and issued a new business license.
At the end of 2006, when consulting the registered basics of the
Company, WU Xiaobin found that his personality of the Company
stockholder and his 60 percent of the Company stock had been altered to
be owned by ZHANG Xiaojun and ZHANG Xiaoyu, and the legal
representative of the Company had also been altered to ZHANG Xiaojun.
WU Xiaobin declared that he knew nothing of March 2006 equity
transfer, and filed an administrative appeal to Shenzhou Branch of City B
Administration for Industry and Commerce to apply for revocation of the
alteration registration, claiming the equity transfer agreements were
forged. However, WU Xiaobin received no reply from Shenzhou Branch
of City B Administration for Industry and Commerce; therefore, he
brought an administrative suit to People’s Court of Shenzhou District,
City B against Shenzhou Branch of City B Administration for Industry
and Commerce.
COMPLAINT
Plaintiff:
WU Xiaobin，male, of Han nationality, born on Sep. 8, 1960,
domiciled at No. 11 Lane 1, Yueliang Road, Caihong Town, City A,
Zhejiang Province.
Defendant:
Shenzhou Branch of City B Administration for Industry and
Commerce
Domicile: No. 18 Taitang North Road, Shenzhou District, City
B, Zhejiang Province.
Legal Representative: JIA Min (Director)
Claims:
The erroneous administrative act by Defendant of industrial and
commercial registration of City B Shenzhou Jiuchongtian
Development Co. Ltd. should be revoked, Plaintiff should be restored
to the Legal Representative of Jiuchongtian Company and a
stockholder owning 60 percent of the Company stock, and a new
business license should be issued.
Facts and reasons:
Plaintiff is the legal representative and a stockholder of City B
Shenzhou Jiuchongtian Development Co. Ltd. and owns 60 percent of
the Company stock. At the end of 2006, when consulting profiles of
companies registered with Defendant, Plaintiff accidentally found that
his status as the Company stockholder and his 60 percent of the
Company stock had been altered to be owned by ZHANG Xiaojun
and ZHANG Xiaoyu, and the legal representative had also been
altered to ZHANG Xiaojun. In addition, to Plaintiff’s best knowledge,
upon the alteration registration of the legal representative and
stockholders, ZHANG Xiaojun and ZHANG Xiaoyu mortgaged the
Land-Use Certificate for RMB 20,000,000 yuan and are now unable
to repay the mortgage, leading to a loss of the Company amounting to
no less than RMB 20,000,000 yuan.
However, Plaintiff, upon becoming a stockholder of the Company on
May 23, 2005, has neither transferred equity ownership of the abovementioned stock, nor in person or entrust any agent to go through any
procedures with Defendant concerning equity transfer or alteration of
the legal representative. Plaintiff alleges decidedly that the signatures
of WU Xiaobin are forged in documents and materials (including
equity transfer agreements and the resolutions of the Stockholders’
Meetings) filed with Defendant after Mar. 19, 2005.
On that ground, Plaintiff has discussed the erroneous registration with
Defendant and no settlement has been reached.
Plaintiff alleges that, failing to follow relevant procedures, Defendant
approved the alteration registration of Jiuchongtian Company
concerning the legal representative, stockholders and equity
ownership, without presence of Plaintiff, the Letter of Attorney duly
authorized by Plaintiff, the identity certificate of Plaintiff, or signature
of Plaintiff; therefore, Defendant should be held liable for its
misconducts, even being beclouded. Following that, Defendant
refused to correct its misconduct, neglecting the Plaintiff’s application
for correction, which committed an administrative omission and
violated relevant provisions of the law.
WHEREFORE, Plaintiff brings a suit to the honored Court, and prays
for judgment for Plaintiff so as to protect the legal interests of
Plaintiff and have justice done.
To
People’s Court of Shenzhou District, City B
By
WU Xiaobin,
Plaintiff
Jun.15, 2007
Statement of Defense
Defendant:
Shenzhou Branch of City B Administration for Industry and
Commerce
Domicile: No. 18 Taiyang North Road, Shenzhou District, City
B, Zhejiang Province.
Legal representative: XUE Yusheng (Director)
Plaintiff:
WU Xiaobin, male, of Han nationality, born on Sep. 8, 1960,
domiciled at No. 11 Lane 1, Yueliang Road, Caihong Town, City A,
Zhejiang Province.
Defendant hereby answers Plantiff’s complaint and claims as follows:
1, It is alleged that on Mar. 27, 2006, in undertaking the alteration
registration of City B Shenzhou Jiuchongtian Development Co. Ltd.,
Defendant followed the legitimate procedure and applied proper laws and
administrative regulations.
On Mar. 27, 2006, Defendant received the relevant application documents
and materials of City B Shenzhou Jiuchongtian Development Co. Ltd.:
the Application Form for Alteration Registration of the Company affixed
the official seal of the Company, signed by the legal representative of the
Company ZHANG Xiaojun and cosigned by MA Xiaoxi the authorized
agent; the Letter of Attorney, affixed the official seal of the Company,
affixed the official seal of the Company, attached with a copy of ID
Certificate of MA Xiaoxi the authorized agent, and signed by MA Xiaoxi.
In accordance with Article 29 and Article 31 of the Law of the People′s
Republic of China on the Administrative Permission, Article 72 and
Article 74 of the Company Law of the People′s Republic of China, Article
2, Article 27, Article 30, Article 35, Article 40, Article 52, and Article 54
of the Regulation of the People's Republic of China on the Administration
of Company Registration, Article 6, Article 8, Article 9, Article 10, and
Article 12 of the Provisions on Enterprise Registration Procedures, and
the second part of the Rules on Mainland Enterprise Registration Form
and Application Documents and Materials Submitted for Registration
(Gongshangqizi No. 199 [2005]) issued by the State Administration for
Industry and Commerce concerning rules on documents and materials
submitted by limited liability companies for alteration registration of the
legal representative, the business scope, stockholders, Defendant
conducted a review and considered the application documents and
materials complete and conforming to the statutory form. Therefore, the
administrative act to approve the alteration registration is conducted by
following the legitimate procedure and applying proper laws and
administrative regulations.
2, By the following reasons, Defendant denies the allegations contained
in Plaintiff’s Complaint that Defendant approved erroneously the
alteration registration of Jiuchongtian Company concerning the legal
representative, stockholders and equity ownership, without presence of
Plaintiff, the Letter of Attorney duly authorized by Plaintiff, the identity
certificate of Plaintiff, or signature of Plaintiff.
(1) Article 63(1) of the General Principles of Civil Law of the
People′s Republic of China, provides “Citizens and juristic
persons may perform civil juristic acts through agents”; Article
29(2) of the Law of the People′s Republic of China on the
Administrative Permission provides “An applicant may entrust
an agent to file the application for administrative permission”;
Article 6(1) of the Provisions on Enterprise Registration
Procedures provides “When applying for enterprise registration,
an applicant or its authorized agent may submit an application by
the following ways: (1) Going to the enterprise registration office
directly”; Article 12(1)(a) of the Provisions on Enterprise
Registration Procedures provides “Where an application as filed
by an applicant or its authorized agent that goes to the enterprise
registration office is accepted, the enterprise registration
authority shall decide to approve it on the spot”. Among the
relevant application documents and materials submitted by MA
Xiaoxi the authorized agent on Mar. 27, 2006 is the Letter of
Attorney, affixed the official seal of the Company, attached with
a copy of ID Certificate of MA Xiaoxi the authorized agent, and
signed by MA Xiaoxi in person. The Letter of Attorney specifies
clearly the entrusted matters, the scope and duration of the power
of agency, which confirms to the second part “Rules on
Documents and Materials Submitted for Alteration Registration”
of the Rules on Mainland Enterprise Registration Form and
Application Documents and Materials Submitted for Registration
(Gongshangqizi No. 199 [2005]) issued by the State
Administration for Industry and Commerce which includes [3]
Rules on Documents and Materials Submitted for Alteration
Registration of Legal Representative, [6] Rules on Documents
and Materials Submitted for Alteration Registration of the
Business Scope, and [10] Rules on Documents and Materials
Submitted for Alteration Registration of stockholders. Therefore,
it accords with law that the agent authorized by the Company
submits documents and materials for application to the enterprise
registration office.
(2) Among the relevant application documents and materials
submitted by MA Xiaoxi the authorized agent to the registration
authority on Mar. 27, 2006 are the identity certificates
respectively of the two new stockholders ZHANG Xiaojun and
ZHANG Xiaoyu, with signatures of them and the official seal of
the Company, which confirms to Article 35(1) of the Regulation
of the People's Republic of China on the Administration of
Company Registration which provides “Where a limited liability
company whose stockholder transfers his equity ownership, it
shall file an application for alteration registration within 30 days
from the date of transfer and present the certifications for the
capacities of new shareholders of juristic persons or the identity
certificates of natural persons”; and which also confirms to [10]
Rules on Documents and Materials Submitted for Alteration
Registration of stockholders in the second part “Rules on
Documents and Materials Submitted for Alteration Registration”
of the Rules on Mainland Enterprise Registration Form and
Application Documents and Materials Submitted for Registration
which requests no identity certificate of Plaintiff.
(3) Among the relevant application documents and materials
submitted by MA Xiaoxi the authorized agent to the registration
authority on Mar. 27, 2006 are the Resolutions of the
Stockholders’ Meeting of City B Shenzhou Jiuchongtian
Development Co. Ltd. on Mar. 20, 2006 signed by WU Xiaobin
and HU Xiaojin as stockholders, and two of the three Equity
Transfer Agreements on Mar. 20, 2006 signed by WU Xiaobin as
Party A and ZHANG Xiaojun and ZHANG Xiaoyu as Party Bs.
The registration authority shall not be held liable for the
authenticity of signatures. In accordance with Article 31 of the
Law of the People′s Republic of China on the Administrative
Permission, “When applying for administrative permission, an
applicant shall faithfully submit relevant documents and
materials and report the facts to the administrative organ, and
shall be liable for the authenticity of the substantial contents of
the application documents and materials.” Article 2(2) of the
Regulation of the People's Republic of China on the
Administration of Company Registration provides “When
applying for company registration, the applicant shall be liable
for the authenticity of the application documents and materials.”
Article 8 of the Provisions on Enterprise Registration
Procedures provides “An applicant shall faithfully submit
relevant documents and materials and report the facts to the
enterprise registration organ, and shall be liable for the
authenticity of the substantive contents of the application
documents and materials.” Therefore, applicants shall be held
liable for the authenticity of application documents and
materials. Article 9 of the Provisions on Enterprise Registration
Procedures provides “Upon receipt of an application for
registration, the registration authority shall examine the
application documents and materials in terms of completeness
and compliance with the statutory form. Completeness means
that an applicant is to submit all documents and materials as
required by the State Administration for Industry and Commerce
in accordance with provisions, administrative regulations and
rules on enterprise registration. Compliance with the statutory
form means that the application documents and materials comply
with the statutory time limit, that the matters recorded therein
comply with the statutory requirements, and that the document
format complies with statutory forms.” In accordance with rules
and regulations of the Regulation of the People's Republic of
China on the Administration of Company Registration, the
Provisions on Enterprise Registration Procedures, the Rules on
Mainland Enterprise Registration Form and Application
Documents and Materials Submitted for Registration, etc.,
Defendant examined application documents and materials
submitted by the applicant，considered the application
documents and materials complete and conforming to the
statutory form, and performed the legal duty of prudent review.
WHEREFORE, Defendant avers that on Mar. 27, 2006, the application
documents and materials submitted by City B Shenzhou Jiuchongtian
Development Co. Ltd. were complete and conform to the statutory form;
and the specific administrative act of the alteration registration of the
Company is valid. For all the foregoing defenses, Defendant prays that
Plaintiff’s claims should be denied pursuant to law.
To
People’s Court of Shenzhou District, City B
By
Shenzhou Branch of City B Administration for Industry and
Commerce,
Defendant
Jul. 10, 2007
Equity Transfer Agreement (One, 2005)
Party A (Transferor): ZHANG Xiaojun
Party B (Transferee): WU Xiaobin
Based on the Resolutions of the Stockholders’ Meeting of City B
Shenzhou Jiuchongtian Development Co. Ltd reached on May 18, 2005,
This Agreement is made and entered into by and between Party A and
Party B regarding the equity transfer matters.
Now it is hereby agreed as follows:
1. Party A agrees to transfer to WU Xiaobin 50 percent of its equity
ownership of the 90 percent of total capital contributions RMB
10,000,000 yuan of City B Shenzhou Jiuchongtian Development
Co. Ltd.
2. Party B agrees to pay Party A RMB 5,000,000 yuan as the price of
equity transfer before May 20, 2005.
3. Upon the equity transferring, the stockholders shall be held liable
for debts of the Company in light of their proportions of capital
contributions.
4. This Agreement is executed in four copies, two held by Party A
and Party B respectively, one by the Administration for Industry
and Commerce, and one by the Company.
5. The matters not covered in the Agreement shall be handled in a
supplementary agreement made by and between both parties
through consultation.
Party A: ZHANG Xiaojun
Party B: WU Xiaobin
May 19, 2005
May 19, 2005
Equity Transfer Agreement (Two, 2005)
Party A (Transferor): ZHANG Xiaoyu
Party B (Transferee): WU Xiaobin
Based on the Resolutions of the Stockholders’ Meeting of City B
Shenzhou Jiuchongtian Development Co. Ltd reached on May 18, 2005,
This Agreement is made and entered into by and between Party A and
Party B regarding the equity transfer matters.
Now it is hereby agreed as follows:
1. Party A agrees to transfer to WU Xiaobin 10 percent of its equity
ownership of capital contributions RMB 10,000,000 yuan of City
B Shenzhou Jiuchongtian Development Co. Ltd.
2. Party B agrees to pay Party A RMB 1,000,000 yuan as the price of
equity transfer before May 20, 2005.
3. Upon the equity transferring, the stockholders shall be held liable
for debts of the Company in light of their proportions of capital
contributions.
4. This Agreement is executed in four copies, two for Party A and
Party B respectively, one for the Administration for Industry and
Commerce, and one for the Company.
5. Issues not settled shall be supplemented in a supplementary as
being agreed upon by both Parties.
Party A: ZHANG Xiaoyu
Party B: WU Xiaobin
May 19, 2005
May 19, 2005
Resolutions of the Seventh Stockholders’ Meeting of
City B Shenzhou Jiuchongtian Development Co. Ltd.
On May 18, 2005, the Seventh Stockholders’ Meeting of This
Company was held at the conference room of Jiuchongtian Company.
The stockholders ZHANG Xiaojun and ZHANG Xiaoyu attended the
Meeting, with WU Xiaobin and HU Xiaojin also present at the
Meeting. The meeting was presided over by ZHANG Xiaojun and
reached the following resolutions through friendly consultation:
1. ZHANG Xiaojun as a stockholder, transfers to WU Xiaobin 50
percent of his equity ownership of City B Shenzhou Jiuchongtian
Development Co. Ltd. (i.e., capital contributions of RMB
5,000,000 yuan YUAN) at the price of RMB 5,000,000 yuan
YUAN.
2. ZHANG Xiaojun as a stockholder, transfers to HU Xiaojin 40
percent of his equity ownership of City B Shenzhou Jiuchongtian
Development Co. Ltd. (i.e., capital contributions of RMB
4,000,000 yuan YUAN) at the price of RMB 4,000,000 yuan
YUAN.
3. ZHANG Xiaoyu as a stockholder, transfers to WU Xiaobin 10
percent of his equity ownership of City B Shenzhou Jiuchongtian
Development Co. Ltd. (i.e., capital contributions of RMB
1,000,000 yuan YUAN) at the price of RMB 1,000,000 yuan
YUAN.
Stockholders: WU Xiaobin, ZHANG Xiaojun, ZHANG
Xiaoyu
Signatures:
Delegate present: HU Xiaojin
Signature:
May 18, 2005
Resolutions of the Eighth Stockholders’ Meeting of
City B Shenzhou Jiuchongtian Development Co. Ltd.
On May 18, 2005, the Eighth Stockholders’ Meeting of This
Company was held at the conference room of Jiuchongtian Company.
The meeting was presided over by ZHANG Xiaojun and attended by
new stockholders WU Xiaobin and HU Xiaojin. This Meeting
reached the following resolutions through friendly consultation:
1. A new Articles of Incorporation of the Company was passed.
2. A resolution was reached that the registered capital of This
Company remains RMB 10,000,000 yuan, of which WU Xiaobin
owns 60 percent with capital contributions of 6,000,000 RMB
YUAN and HU Xiaojin the remaining 40 percent with capital
contributions of RMB 4,000,000 yuan.
3. ZHANG Xiaojun was deposed of the Executive Director of the
Company, and ZHANG Xiaoyu was deposed of the Supervisor of
the Company. At the Meeting, WU Xiaobin was elected as the
Executive Director of the Company, and HU Xiaojin the
Supervisor of the Company.
4. Issues concerning the company development were discussed at the
Meeting.
5. Capacities and qualifications of the abovementioned persons for
holding the posts had been examined in accordance with
provisions of laws and regulations.
Stockholders: WU Xiaobin, HU Xiaojin
Signatures:
May 18, 2005
Articles of Incorporation of
City B Shenzhou Jiuchongtian Development Co. Ltd.
Chapter One
General Provisions
Article 1 Pursuant to the Company Law of the People's Republic of
China and relevant laws and administrative regulations and in
consideration of the actual situation of the Company, This Articles of
Incorporation is formulated for the purposes of adapting to socialist
market economic system, promoting the enterprise management
mechanism, establishing a modern enterprise system, regulating the
organization and operation of the Company, and protecting the legitimate
rights and interests of the Company, stockholders and creditors.
Article 2 The name of This Company is City B Shenzhou
Jiuchongtian Development Co. Ltd. (hereinafter referred to as the
Company).
Article 3 The legal domicile of the Company is: No. 11, Yangming
Avenue, City B.
Article 4 The Company is incorporated with capital contributions
paid by WU Xiaobin and HU Xiaojin.
Article 5 The Company is a limited liability company which shall
be liable for its debts to the extent of its registered capital, and the
stockholders shall be responsible for the company to the extent of the
capital contributions they have paid.
Article 6 The promoters of the Company are the stockholders of
the Company who shall enjoy rights and assume obligations pursuant to
this Articles of Incorporation.
Article 7 The Company is registered pursuant to law with
Shenzhou Branch of City B Administration for Industry and Commerce
as an enterprise juristic person. The Company practises independent
accounting, independent operation, independent financing and pays tax
according to law. The Company’s duration of operation is ten years, from
the date of the issuance of the Business License.
Article 8 The Company abides by laws and regulations of China
and follows relevant policies under the legal supervision of the
Government. The Company shall, under the protection of law, safeguard
its own legitimate rights and interests, and the rights and interests of its
stockholders and employees.
Article 9 The Company commits to develop economy, manage the
Company rationally, pay tax according to law and enhance benefits for
the Company.
Chapter Two
Business Scope of the Company
Article 10 The business scope of the Company is: real estate
development, reality management, investment-related services, lodging
and catering, fabrication of cotton textiles; and wholesale, retail,
purchasing agency and sale on consignment of textile raw materials,
hardware and electrical appliance, stationery commodities , general
merchandise and construction materials.
Chapter There
Registered Capital of the Company
Article 11 The registered capital of the Company is RMB
10,000,000 yuan.
Chapter Four
Name and Domicile of the Stockholders
Article 12 The designation of the Company stockholders
(1) Name: WU Xiaobin
Domicile: Xiaoxiao Village, Caihong Town, City A, Zhejiang
province.
(2) Name: HU Xiaojin
Domicile: No. 6, Beimen Road, Dada Town, City A, Zhejiang
province.
Chapter Five
Rights and Obligations of the Stockholders
Article 13 The stockholders of the Company, as the capital
contributors, in light of the proportions of capital contributions they have
paid, shall be entitled to enjoy rights of the capital proceeds, participate in
making important decisions, choose managers, and assume relevant
obligations.
Article 14 The stockholders shall be entitled to:
……
Chapter Twelve
Supplementary Provisions
Article 43 All the stockholders of the Company agree to entrust
Ma Xiaoxi to handle the alteration registration of City B Shenzhou
Jiuchongtian Development Co. Ltd.
Article 44 The modification of this Articles of Incorporation is
made at the decision of the Stockholders’ Meeting of the Company.
Article 45 This Articles of Incorporation takes into effect on the
date of the issuance of the Business License of the Company.
Article 46 This Articles of Incorporation shall be interpreted by the
Stockholders’ Meeting of the Company.
Signed and sealed by the Stockholders: WU Xiaobin, HU
Xiaojin
May19, 2005
Application Form for Alteration Registration of the
Company
Items
Name
Domicile
Former items
Applied Items
City B Shenzhou
Jiuchongtian Development
Co. Ltd.
No. 11, Yangming Avenue,
City B
Zip Code
Legal
Representative
Registered
Capital
Real Capital
Business Form
ZHANG Xiaojun
RMB 10,000,000 yuan
One thousand (ten
thousand yuan)
RMB 10,000,000 yuan
One thousand (ten
thousand yuan)
Duration of
Operation
(ten thousand yuan)
(ten thousand yuan)
Limited liability company
real estate development,
reality management；
investment-related
Business Scope
WU Xiaobin
services；fabrication of
cotton textiles; and
wholesale, retail, purchasing
agency and sale on
consignment of textile raw
materials, hardware and
electrical appliance,
stationery commodities ,
general merchandise and
construction materials
From Mar. 24, 2002
To Mar. 17, 2012
real estate development,
reality management；
investment-related
services； lodging and
catering, fabrication of
cotton textiles; and
wholesale, retail,
purchasing agency and sale
on consignment of textile
raw materials, hardware
and electrical appliance,
stationery commodities ,
general merchandise and
construction materials
Stockholders
（Promotors）
ZHANG Xiaojun, ZHANG
Xiaoyu
WU Xiaobin, HU Xiaojin
Others
In accordance with the Company Law of the People′s Republic of China
and the Regulation of the People's Republic of China on the Administration of
Company Registration, This Company applies for alteration registration and
faithfully submits relevant documents and materials. In witness whereof, This
Company warrants to be liable for the authenticity of the application documents
and materials.
Legal representative Authorized representative or agent Official
Seal of the Company
Signature: ZHANG Xiaojun Signature: MA Xiaoxi
May 19, 2005
May 19, 2005
May 19, 2005
Notes:
1. “Applied Items” is to be filled in only with items for alteration
registration.
2. Relevant documents and certificates submitted shall be in A4 paper
sheets, legibly filled in or signed by pen, brush, or signature pen.
3. “Domicile” should be filled in with door numbers, street names,
district/village names and city/ county names.
Notice on Approval of Alteration Registration
(Nei) zidengjizi [05] No.947
City B Shenzhou Jiuchongtian Development Co. Ltd.:
An approval is granted as for alteration registration after a review by
This Administration，on the ground that documents and materials
submitted by your Company for alteration application were complete and
conformed to the statutory form. The new Business License will be
executed in 10 days, and please timely renew the business license.
Shenzhou Branch of City B Administration for Industry and
Commerce (Seal)
May 23, 2005
Applicant
Xiaoxi
(Signature):
MA
Tele:
……
Process Server: WANG Xiaohua
Remarks:
Review Form of Alteration Registration of the Company
Name
City B Shenzhou Jiuchongtian Development Co. Ltd.
Domicile
No. 11, Yangming Avenue, City B
Legal
Representative
WU Xiaobin
RMB 10,000,000 yuan
One thousand (ten thousand yuan)
Registered
Capital
Limited liability company
Business Form
real
Business Scope
estate
development,
reality
management；
investment-related services； fabrication of cotton
textiles; and wholesale, retail, purchasing agency and sale
on consignment of textile raw materials, hardware and
electrical appliance, stationery commodities , general
merchandise and construction materials; lodging and
catering
Duration of
Operation
From Mar. 24, 2002 to Mar. 17, 2012
Stockholders
（Promotors）
WU Xiaobin, HU Xiaojin
real estate
Industry
7200
development and
Industry Type
Code
management
Alteration of the legal representative;
Alteration Items Alteration of the business scope;
Alteration of the investors
Date of
No. of Notice
May 23, 2005
(Nei) zidengjizi [05]No.947
on
Acceptanc
Acceptance
e
Review
upon
Acceptanc
e
Alteration registration is proposed to the Director for final
approval.
Signature: WANG Xiaohua
May 23, 2005
Approved.
Final
Conclusio
n
Signature: LI Xiaoming
May 23, 2005
Business License for an Enterprise as Legal Person
Registration No.: 330227456623333
Name
City B Shenzhou Jiuchongtian Development Co. Ltd.
Domicile
No. 11, Yangming Avenue, City B
Legal representative
WU Xiaobin
Registered capital
One thousand ten thousand yuan
Business Form
Limited liability company
Business Scope
General Business Projects:
real estate development, reality management；
investment-related services； fabrication of cotton
textiles; and wholesale, retail, purchasing agency and
sale on consignment of textile raw materials, hardware
and electrical appliance, stationery commodities ,
general merchandise and construction materials;
lodging and catering
Duration of operation From Mar. 24, 2002 to Mar. 17, 2012
Date of establishment
Mar. 24, 2002
Registration authority:
Shenzhou Branch of City B
Administration for Industry and Commerce
May 23, 2005
Equity Transfer Agreement (One, 2006)
Party A (Transferor): WU Xiaobin
Party B (Transferee): ZHANG Xiaoyu
Pursuant to provisions of the Company Law of the People′s
Republic of China and the Articles of Incorporation of the Company, for
and in consideration of mutual assent of the parties, Party A and Party B
agree to conclude the following equity transfer according to terms and
conditions set forth as below:
1. WU Xiaobin, the Transferor, owns 60 percent of the stock (RMB
6,000,000 yuan capital contributions) of City B Shenzhou
Jiuchongtian Development Co. Ltd., and agrees to transfer to
ZHANG Xiaoyu, the Transferee, 10 percent of the Company stock
at a price of RMB 1,000,000 yuan.
2. ZHANG Xiaoyu, the Transferee, agrees to pay WU Xiaobin, the
Transferor, RMB 1,000,000 yuan before Mar. 20, 2006.
3. Upon the equity transferring, the stockholders of the Company
shall be held liable for credits and debts of the Company in light of
their new proportions of capital contributions.
Party A: WU Xiaobin
Party B: ZHANG Xiaoyu
Mar. 20, 2006
Mar. 20, 2006
Equity Transfer Agreement (Two, 2006)
Party A (Transferor): WU Xiaobin
Party B (Transferee): ZHANG Xiaojun
Pursuant to provisions of the Company Law of the People′s
Republic of China and the Articles of Incorporation of the Company, for
and in consideration of mutual assent of the parties, Party A and Party B
agree to conclude the following equity transfer according to terms and
conditions set forth as below:
1. WU Xiaobin, the Transferor, owns 60 percent of the stock (RMB
6,000,000 yuan capital contributions) of City B Shenzhou
Jiuchongtian Development Co. Ltd., and agrees to transfer to
ZHANG Xiaojun, the Transferee, 50 percent of the Company
stock at a price of RMB 5,000,000 yuan.
2. ZHANG Xiaojun, the Transferee, agrees to pay WU Xiaobin, the
Transferor, RMB 5,000,000 yuan before Mar. 20, 2006.
3. Upon the equity transferring, the stockholders of the Company
shall be held liable for credits and debts of the Company in light of
their new proportions of capital contributions.
Party A: WU Xiaobin
Party B: ZHANG Xiaojun
Mar. 20, 2006
Mar. 20, 2006
Equity Transfer Agreement (Three, 2006)
Party A (Transferor): HU Xiaojin
Party B (Transferee): ZHANG Xiaojun
Pursuant to provisions of the Company Law of the People′s
Republic of China and the Articles of Incorporation of the Company, for
and in consideration of mutual assent of the parties, Party A and Party B
agree to conclude the following equity transfer according to terms and
conditions set forth as below:
1. HU Xiaojin, the Transferor, owns 40 percent of the stock (RMB
4,000,000 yuan capital contributions) of City B Shenzhou
Jiuchongtian Development Co. Ltd., and agrees to transfer to
ZHANG Xiaojun, the Transferee, 40 percent of the Company
stock at a price of RMB 4,000,000 yuan.
2. ZHANG Xiaojun, the Transferee, agrees to pay HU Xiaojin, the
Transferor, RMB 4,000,000 yuan before Mar. 20, 2006.
3.
Upon the equity transferring, the stockholders of the Company
shall be held liable for credits and debts of the Company in light of
their new proportions of capital contributions.
Party A: HU Xiaojin
Mar. 20, 2006
Party B: ZHANG Xiaojun
Mar. 20, 2006
42
Resolutions of the Ninth Stockholders’ Meeting of
City B Shenzhou Jiuchongtian Development Co. Ltd.
On Mar. 20, 2006, the Ninth Stockholders’ Meeting of This Company
was held at the conference room of Jiuchongtian Company. The
stockholders WU Xiaobin and HU Xiaojin attended the Meeting, with
ZHANG Xiaojun and ZHANG Xiaoyu also present at the Meeting.
The meeting was presided over by WU Xiaobin and reached the
following resolutions through friendly consultation:
1. Equity Transfer: parties, subject matters, amounts
(1) WU Xiaobin, the stockholder, transfers to ZHANG Xiaojun 50
percent of his equity ownership of City B Shenzhou Jiuchongtian
Development Co. Ltd. (i.e., capital contributions of RMB
5,000,000 yuan) at a price of RMB 5,000,000 yuan.
(2) HU Xiaojin, the stockholder, transfers to ZHANG Xiaojun 40
percent of his equity ownership of City B Shenzhou Jiuchongtian
Development Co. Ltd. (i.e., capital contributions of RMB
4,000,000 yuan) at a price of RMB 4,000,000 yuan.
(3) WU Xiaobin, the stockholder, transfers to ZHANG Xiaoyu 10
percent of his equity ownership of City B Shenzhou Jiuchongtian
Development Co. Ltd. (i.e., capital contributions of RMB
1,000,000 yuan) at a price of RMB 1,000,000 yuan.
43
2. Equity capital structure after alteration
(1) ZHANG Xiaojun: owning 90 percent of the Company registered
capital with capital contributions of RMB 9,000,000 yuan.
(2) ZHANG Xiaoyu: owning the remaining 10 percent of the
Company registered capital with capital contributions of RMB
1,000,000 yuan.
Stockholders: WU Xiaobin, HU Xiaojin
Signatures:
Mar. 20, 2006
44
Resolutions of the Tenth Stockholders’ Meeting of
City B Shenzhou Jiuchongtian Development Co. Ltd.
City B Shenzhou Jiuchongtian Development Co. Ltd. was
incorporated with capital contributions paid by ZHANG Xiaojun and
ZHANG Xiaoyu. On Mar. 24, 2006, the Tenth Stockholders’ Meeting
of This Company was held at the conference room of Jiuchongtian
Company. This Meeting reached the following resolutions through
full discussion of stockholders:
1. A new Articles of Incorporation of the Company was passed.
2. The following persons were elected as the Executive Director or
the Supervisor of the Company:
(1) ZHANG Xiaojun is the Executive Director and the General
Manager of the Company, with the term of 3 years; and
ZHANG Xiaoyu is the Supervisor of the Company, with the term
of 3 years.
The Executive Director of the Company is also the Legal
Representative of the Company.
(2) Capacities and qualifications of the abovementioned persons for
holding the posts have been examined in accordance with
provisions of laws and regulations.
45
Stockholders: ZHANG Xiaojun, ZHANG Xiaoyu
Signatures:
Mar. 24, 2006
46
Articles of Incorporation of
City B Shenzhou Jiuchongtian Development Co. Ltd.
Chapter One
General Provisions
Article 1 Pursuant to the Company Law of the People's Republic of
China and relevant laws and administrative regulations and in
consideration of the actual situation of the Company, This Articles of
Incorporation is formulated for the purposes of adapting to socialist
market economic system, promoting the enterprise management
mechanism, establishing a modern enterprise system, regulating the
organization and operation of the Company, and protecting the legitimate
rights and interests of the Company, stockholders and creditors.
Article 2 The name of This Company is City B Shenzhou
Jiuchongtian Development Co. Ltd. (hereinafter referred to as the
Company).
Article 3 The legal domicile of the Company is: No. 11, Yangming
Avenue, City B.
Article 4 The Company is incorporated with capital contributions
paid by ZHANG Xiaojun and ZHANG Xiaoyu.
47
Article 5 The Company is a limited liability company which shall
be liable for its debts to the extent of its registered capital, and the
stockholders shall be responsible for the company to the extent of the
capital contributions they have paid.
Article 6 The promoters of the Company are the stockholders of
the Company who shall enjoy rights and assume obligations pursuant to
this Articles of Incorporation.
Article 7 The Company is registered pursuant to law with
Shenzhou Branch of City B Administration for Industry and Commerce
as an enterprise juristic person. The Company practises independent
accounting, independent operation, independent financing and pays tax
according to law. The Company’s duration of operation is ten year, from
the date of the issuance of the Business License.
Article 8 The Company abides by laws and regulations of China
and follows relevant policies under the legal supervision of the
Government. The Company shall, under the protection of law, safeguard
its own legitimate rights and interests, and the rights and interests of its
stockholders and employees.
Article 9 The Company commits to develop economy, manage the
Company rationally, pay tax according to law and enhance benefits for
the Company.
48
Chapter Two
Business Scope of the Company
Article 10 The business scope of the Company is: real estate
development, reality management, investment-related services; and
wholesale and retail of construction materials.
Chapter There
Registered Capital of the Company
Article 11 The registered capital of the Company is RMB
10,000,000 yuan.
Chapter Four
Name and Domicile of the Stockholders
Article 12 The designation of the Company stockholders
(1) Name: ZHANG Xiaojun
Domicile: No. 3, Daiyu Road, Hailang Town, County C, Zhejiang
province.
(2) Name: ZHANG Xiaoyu
Domicile: No. 12, Yangmei Street, Haixia District, City B,
Zhejiang province.
49
Chapter Five
Rights and Obligations of the Stockholders
Article 13 The stockholders of the Company, as the capital
contributors, in light of the proportions of capital contributions they have
paid, shall be entitled to enjoy rights of the capital proceeds, participate in
making important decisions, choose managers, and assume relevant
obligations.
Article 14 The stockholders shall be entitled to:
(1) the voting rights in light of the proportions of capital
contributions they have paid;
(2) the right to elect the directors and supervisors, and the right
to be elected;
(3) consult records of the stockholders' meetings and reports of
financial meetings of the Company;
(4) distribute dividends pursuant to laws and regulations;
(5) lawfully transfer capital contributions, and the preemptive
right to purchase the capital contributions to be transferred by
other stockholders;
(6) the preemptive right to contribute to the increased registered
capital of the Company;
(7) participate in the distribution of residual assets of the
50
Company after an insolvent liquidation.
Article 15 The stockholders shall be obligated to:
(1) recognize and follow the Articles of Incorporation of the
Company;
(2) make full payment for the capital contributions they have
subscribed to in the amount and by the form stipulated;
(3) be responsible for the debts of the Company to the extent of
the capital contributions they have paid;
(4) not illegally withdraw the capital contributions after
industrial and commercial registration of the Company.
Chapter Six
Amount and Form of Stockholders’ Capital Contributions
Article 16 The amount and the form of capital contributions paid
by the stockholders are as follows:
(1) ZHANG Xiaojun: 90 percent of the Company registered
capital with capital contributions of RMB 9,000,000 yuan
YUAN, in net assets;
(2) ZHANG Xiaoyu: the remaining 10 percent of the Company
registered capital with capital contributions of RMB
1,000,000 yuan YUAN, in net assets.
51
Article 17 After the incorporation of the Company, every
stockholder shall be issued with a capital contributions certificate signed
by the Executive Director of the Company, and the Company shall
prepare a register of stockholders.
Chapter Seven
Conditions for Equity Transfer
Article 18 All or some of the capital contributions of Company
stockholders may be transferred between the stockholders. Where a
stockholder intends to transfer his capital contributions to any nonstockholder, he shall be subject to the approval of more than half of the
other stockholders. The stockholders who disagree to the transfer shall
purchase the capital contributions to be transferred. If they refuse to
purchase these capital contributions, they shall be deemed to have agreed
to the transfer. Under the same conditions, the other stockholders have a
preemptive right to purchase the capital contributions to be transferred
upon their approval.
Article 19 After a stockholder transfers its capital contributions
according to the law, the Company shall record the transferee’s name or
designation, domicile and capital contributions in the register of
52
stockholders.
Chapter Eight
Organization Structure and design, Authorities, Rules of procedures
Section One
____________
Article 20 The Stockholders’ Meeting of the Company shall
comprise all the stockholders. It shall be the authoritative organ of the
Company.
Article 21 The Stockholders’ Meeting shall exercise the following
authorities:
(1) determining the company's operation guidelines and
investment plans;
(2) electing and changing the Executive Director and
determining the matters concerning his remuneration;
(3) electing and changing the Supervisor assumed by
representatives of the stockholders and determining the
matters concerning his remuneration;
(4) deliberating and approving the reports of the Executive
53
Director;
(5) deliberating and approving the reports of the Supervisor;
(6) deliberating and approving annual financial budget plans
and final account plans of the Company;
(7) deliberating and approving profit distribution plans and loss
recovery plans of the Company;
(8) making resolutions on the increase or decrease of the
Company's registered capital;
(9) making resolutions on the transfer of a stockholder’s capital
contributions to any non-stockholder;
(10)
adopting resolutions on the merger, division, change
of the company form, dissolution, liquidation of the
Company;
(11)
amending the Articles of Incorporation of the
Company;
(12)
exogenous financing shall be made effective with the
signature of the Executive Director and the approval by the
other stockholders.
Article 22 The Stockholders’ Meeting shall be held annually. In
case of a major problem, a temporary Stockholders’ Meeting may be
proposed by the stockholders representing one fourth of the voting rights
or more.
54
Article 23
(1) The Stockholders’ Meeting shall be convened and presided
over by the Executive Director. If the Executive Director is
unable to perform his duties, the Stockholders’ Meetings
shall be presided over by a stockholder appointed by the
Executive Director;
(2) A written notice shall be sent to the mailing address of every
stockholder to notify him of the date of the Meeting and the
issues scheduled to be discussed one week before the
Stockholders’ Meeting is held.
Article 24 The stockholders shall exercise their voting rights at the
Stockholders’ Meeting on the basis of their respective proportions of the
capital contributions. A general resolution shall be approved by the
shareholders representing one second of the voting rights or more. A
resolution on amending the Articles of Incorporation, increasing or
reducing the registered capital, merger, division, dissolution or change of
the company form shall be approved by the shareholders representing two
thirds of the voting rights or more.
Article 25 A Stockholders’ Meeting shall make records for the
resolutions on the issues discussed at the Meeting. The stockholders who
attend the meeting shall affix their signatures to the records.
55
Section Two
Executive Director as Manager
Article 26 Article 51 of the Company Law of the People's Republic
of China provides “A limited liability company, which has relatively less
shareholders or is relatively small in scale, may have an executive
director and no board of directors. The executive director may
concurrently hold the post of the company's manger.”
Article 27 The Executive Director shall be elected by the
Stockholders’ Meeting concurrently holding the post of the Company's
manger, be responsible for the Stockholders’ Meeting and exercise the
following authorities:
(1) convening the Stockholders’ Meeting and reporting to it;
(2) carrying out the resolutions made at the Stockholders’
Meeting;
(3) determining the operation plans and investment scheme,
taking charge of the management of the production and
business operations of the Company, and implementing the
resolutions of the Stockholders’ Meeting;
(4) working out the Company's annual financial budget plans
and final account plans;
(5) working out the Company's profit distribution plans and loss
56
recovery plans;
(6) working out the Company's plans on the increase or
decrease of registered capital;
(7) working out the Company's plans on merger, division,
change of the company form, dissolution;
(8) making decisions on the establishment of the Company's
internal management departments;
(9) making decisions on hiring or firing the Company's vice
manager(s) , person(s) in charge of finance and other
person(s) in charge of other departments;
(10)
working out the Company's basic management system
and formulating the Company's concrete bylaws.
Article 28 The Executive Director’s term of office shall be 3 years.
The Executive Director may, upon the expiry of the term, hold a
consecutive term upon re-election. Prior to the expiry of the term of
office, no stockholders may depose the Executive Director of his position
without sound causes.
In case of a significant event, a temporary Stockholders’ Meeting
may be proposed by the Executive Director.
Section Three
Supervisor
57
Article 29 Article 52 of the Company Law of the People's Republic
of China provides “A limited liability company, which has relatively less
shareholders or is relatively small in scale, may have one or two
supervisors.” The Company has one Supervisor to supervise the internal
management and operation of the Company. The Supervisor shall be
elected in light of the resolution of the Stockholders’ Meeting. No
Executive Director or financial manager may concurrently work as a
Supervisor. The Supervisor’s term of office shall be 3 years, and the
Supervisor may, upon the expiry of the term, hold a consecutive term
upon re-election.
Article 30 The Supervisor shall exercise the following authorities:
(1) checking the financial affairs of the Company;
(2) supervising the duty-related acts of the Executive Director,
in case of violation of any law, administrative regulation, the
Articles of Incorporation while performing his duties as the
Executive Director;
(3) demanding the Executive Director to make rectifications if
his act has injured the interests of the Company;
(4) proposing a temporary Stockholders’ Meeting.
Chapter Nine
58
Legal Representative
Article 31 The Executive Director，concurrently holding the post
of the Company's General Manger, shall be the Legal Representative of
the Company.
Chapter Ten
Financial and Accounting Bylaws
Article 32 The Company shall establish its own financial and
accounting bylaws according to relevant provisions of laws and
administrative regulations. The fiscal year of the Company is the same as
the calendar year from January 1 to December 31.
Article 33 The Company’s financial report, including balance
sheet, income statement, statement of changes in financial position,
prospectus of financial position and statement of profit distribution, shall
be formulated within the time limit in accordance with provisions and
submitted to every stockholder.
Article 34 The after-tax profits of the Company shall be
distributed in the following order:
59
(1) make up for the losses of the Company of the previous fiscal
year;
(2) draw 10 percent of the profits as the Company's legal
reserved funds;
(3) draw 5 percent of the profits as the Company's legal public
welfare funds;
(4) draw a discretionary reserved funds;
(5) distribute dividends among stockholders.
Article 35 The Company may stop drawing legal reserved funds if
the accumulative balance of the legal reserved funds has already
accounted for over 50 percent of the Company's registered capital. The
percentages of drawing the legal public welfare funds and the
discretionary reserved funds from the after-tax profits may be decided in
light of a resolution reached at the Shareholders' Meeting based upon the
management state of the Company.
Article 36 The Company's legal reserved funds shall be used for
making up for the losses of the Company, expanding business, or
increasing the registered capital of the Company. If the accumulative
balance of the Company's legal reserved funds is not enough to make up
for the losses of the Company of the previous year, the current year's
profits shall first be used for making up the losses.
60
Article 37 The Company's legal public welfare funds shall be used
mainly for collective welfare of the Company’s employees.
Article 38 The shareholders are entitled to consult the accounting
books of the company on their own expenses, and the Company shall
offer convenience to them.
Chapter Eleven
Dissolution and Liquidation of the Company
Article 39 The Company may be dissolved under any of the
following circumstances:
(1) where the duration of business operation expires;
(2) where a resolution on dissolution is adopted by the
Stockholders’ Meeting;
(3) Where merger or division of the Company necessitates its
dissolution;
(4) Where it is ordered according to law to close down in
violation of laws or administrative regulations; or
(5) Where other causes for dissolution as provided by law
occur.
61
Article 40 Where the Company is dissolved according to the
provisions of Article 39 (1) , (2), (3), a liquidation group shall be formed,
within fifteen days as of the occurrence of the causes of dissolution, to
carry out a liquidation. The liquidation group shall comprise persons
decided on by the Stockholders’ Meeting. Where the Company is
dissolved according to the provisions of Article 39 (4), (5), a liquidation
group shall be set up by relevant competent authority to carry out the
liquidation.
Article 41 The liquidation group shall liquidate the properties of
the Company and clear off credits and debts; after producing balance
sheets and assets checklists, make a plan of liquidation, and report it to
the Stockholders’ Meeting or the relevant competent authority for
confirmation.
Article 42 After liquidation of the company is completed, the
liquidation group shall formulate a liquidation report, budget report and
various account books，together with a capital verification report
formulated by a Chinese certified public accountant or certified
auditor，which shall be submitted to the Stockholders’ Meeting or the
relevant competent authority for confirmation and shall be submitted to
the company registration organ for deregistration. The Company is
terminated upon the approval on deregistration.
62
Chapter Twelve
Supplementary Provisions
Article 43 All the stockholders of the Company agree to entrust
Ma Xiaoxi to handle the alteration registration of City B Shenzhou
Jiuchongtian Development Co. Ltd.
Article 44 The modification of this Articles of Incorporation is
made at the decision of the Stockholders’ Meeting of the Company.
Article 45 This Articles of Incorporation takes into effect on the
date of the issuance of the Business License of the Company.
Article 46 This Articles of Incorporation shall be interpreted by the
Stockholders’ Meeting of the Company.
Signed and sealed by the Stockholders: ZHANG Xiaojun,
ZHANG Xiaoyu
Mar. 24, 2006
63
Application Form for Alteration Registration of the
Company
Items
Name
Domicile
Former items
Applied Items
City B Shenzhou
Jiuchongtian Development
Co. Ltd.
No. 11, Yangming Avenue,
City B
Zip Code
Legal
Representative
Registered
Capital
Real Capital
Business Form
Business Scope
Duration of
Operation
WU Xiaobin
RMB 10,000,000 yuan
One thousand (ten
thousand yuan)
RMB 10,000,000 yuan
One thousand (ten
thousand yuan)
ZHANG Xiaojun
(ten thousand yuan)
(ten thousand yuan)
Limited liability company
real estate development,
reality management;
investment-related services;
lodging and catering,
fabrication of cotton textiles;
and wholesale, retail,
purchasing agency and sale
on consignment of textile raw
materials, hardware and
electrical appliance,
stationery commodities,
general merchandise and
construction materials
From Mar. 24, 2002
To Mar. 17, 2012
64
real estate development,
reality
management;
investment-related
services; and wholesale
and retail of construction
materials
Stockholders
（Promotors）
WU Xiaobin, HU Xiaojin
ZHANG Xiaojun, ZHANG
Xiaoyu
Others
In accordance with the Company Law of the People′s Republic of China
and the Regulation of the People's Republic of China on the Administration of
Company Registration, This Company applies for alteration registration and
faithfully submits relevant documents and materials. In witness whereof, This
Company warrants to be liable for the authenticity of the application documents
and materials.
Legal representative Authorized representative or agent Official
Seal of the Company
Signature: ZHANG Xiaojun Signature: Ma Xiaoxi
Mar. 27, 2006
Mar. 27, 2006
Mar. 27, 2006
Notes:
1. “Applied Items” is to be filled in only with items for alteration
registration.
2. Relevant documents and certificates submitted shall be in A4 paper
sheets, legibly filled in or signed by pen, brush, or signature pen.
3. “Domicile” should be filled in with door numbers, street names,
district/village names and city/ county names.
65
Notice on Approval of Alteration Registration
(Nei) zidengjizi [06] No.288
City B Shenzhou Jiuchongtian Development Co. Ltd.:
An approval is granted as for alteration registration after a review by
This Administration，on the ground that documents and materials
submitted by your Company for alteration application were complete and
conformed to the statutory form. The new Business License will be
executed in 10 days, and please timely renew the business license.
Shenzhou Branch of City B Administration for Industry and
Commerce (Seal)
Mar. 27, 2006
Applicant (Signature): MA Xiaoxi
Tele: ……
Process Server: WANG Xiaohua
66
Review Form of Alteration Registration of the Company
Name
City B Shenzhou Jiuchongtian Development Co. Ltd.
Domicile
No. 11, Yangming Avenue, City B
Legal
Representative
ZHANG Xiaojun
Registered
Capital
RMB 10,000,000 yuan
One thousand (ten thousand yuan)
Business Form
Limited liability company
Business Scope
General Business Projects:
real
estate
development,
reality
management;
investment-related services; and wholesale and retail of
construction materials
Duration of
Operation
From Mar. 24, 2002 to Mar. 17, 2012
Natural persons as stockholders:
HANG Xiaojun: 90 percent of the Company registered
capital with capital contributions of RMB 9,000,000
Stockholders
yuan,
（Promotors） ZHANG Xiaoyu: the remaining 10 percent of the
Company registered capital with capital contributions of
RMB 1,000,000 yuan
real estate
Industry
7200
development and
Industry Type
Code
management
Alteration of the legal representative;
Alteration Items Alteration of the business scope;
Alteration of the investors
Date of
No. of Notice
Mar. 27, 2006
(Nei) zidengjizi [06]No.288
on
Acceptanc
67
e
Review
upon
Acceptanc
e
Acceptance
Alteration registration is proposed to the Director for final
approval.
Signature: WANG Xiaohua
Mar. 27, 2006
Approved.
Final
Conclusio
n
Signature: LI Xiaoming
68
Mar. 27, 2006
Business License of an Enterprise as Legal Person
Registration No.: 330227456623333 (1/1)
Name
City B Shenzhou Jiuchongtian Development Co. Ltd.
Domicile
No. 11, Yangming Avenue, City B
Legal representative
ZHANG Xiaojun
Registered capital
One thousand ten thousand yuan
Business Form
Limited liability company
Business Scope
General Business Projects:
real estate development, reality management;
investment-related services; and wholesale and retail
of construction materials.
Duration of operation From Mar. 24, 2002 to Mar. 17, 2012
Date of establishment
Mar. 24, 2002
Registration authority:
Shenzhou Branch of City B
Administration for Industry and Commerce
Mar. 27, 2006
69
Investigative Transcript
Time: 10:28-10:45, Aug. 17, 2007
Place: Administrative Court of City B People’s Court
Investigator: LI Xiaohong
Clerk: SHI Xiaoshi
The investigated: ZHANG Xiaoyu, male, born on Aug. 14, 1977, of Han
nationality, domiciled at No. 12, Yangmei Street, Haixia District, City B.
LI: We are the stuff of the Administrative Court of City B People’s Court.
Today, we are to carry on investigation about relevant facts of a case. The
case is named WU Xiaobin V. Shenzhou Branch of City B Administration
for Industry and Commerce and it is about industrial and commercial
administrative registration. The third parties are City B Shenzhou
Jiuchongtian Development Co. Ltd., ZHANG Xiaojun, and ZHANG
Xiaoyu.
ZHANG: Ok.
Q: Please tell to us something about the equity transfer.
A: Jiuchongtian Development Co. Ltd. was incorporated as a real estate
development company by ZHANG Xiaojun and me. We were the two
stockholders of the Company. Afterwards, WU Xiaobin and Hu Xiaojin
wanted to buy the Textile City business project and the Company’s
70
registered capital with a total amount of 84,000,000 yuan, so ZHANG
Xiaojun and me transferred the project and registered capital of the
Company to WU Xiaobin and Hu Xiaojin. That was the stock rights of
84,000,000 yuan. Later on, WU Xiaobin failed to pay the price due to
shortage of money, and the official seal was still in ZHANG Xiaojun’s
hands, so WU Xiaobin had to return the stock back to ZHANG Xiaojun
and me. WU Xiaobin owned 60% of the stock rights, and he transferred
50% to ZHANG Xiaojun and 10% to me. And Hu Xiaojin transferred his
10% to ZHANG Xiaojun. The stock rights transfer was carried on
without disputes, and the payment has been fully made.
Q: Were the Signatures of “WU Xiaobin” on the two equity transfer
agreements on Mar. 20, 2006 signed by WU Xiaobin himself?
A: The Signatures of WU Xiaobin were not signed by himself, but by me.
At that time, after discussion, we had agreed that I went to the
Administration for Industry and Commerce to go through the alteration
registration procedures, and WU Xiaobin gave me 4 copies of his ID
Card with his signatures. At that time, WU Xiaobin was not in Ningbo
City, the business license was about to expire, and we had to went to the
Administration for Industry and Commerce for the procedures, so I went
to the Administration for Industry and Commerce to carry on the
procedures.
Q: Were the Signatures of stockholders on the resolutions of the
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Stockholders’ Meeting on Mar. 20, 2006 signed by themselves?
A: The Signatures of the stockholders WU Xiaobin and Hu Xiaojin on
the resolutions of the Stockholders’ Meeting were both signed by me, but
they both agreed on the contents of the resolutions. In this case, the stock
rights actually transferred. It is said ZHANG Xiaojun owes WU Xiaobin
5,000,000, and that’s the cause for this dispute.
LI: Please examine our investigative transcript, and sign your name if
you find no discrepancy here.
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Main references to the application of law
1. Company Law of the People′s Republic of China
2. Regulation
of
the
People's
Republic
of
China
on
the
Administration of Company Registration
3. Law of the People′s Republic of China on the Administrative
Permission
4. Administrative Procedure Law of the People's Republic Of China
5. Provisions on Enterprise Registration Procedures (Order No. 9
Promulgated by the State Administration for Industry and
Commerce)
6. Supreme People’s Court Interpretation on Several Problems in
Implementing Administrative Procedure Law of the People's
Republic Of China
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