Zhang cheng

Chapter I General Principles

Article 1 The Articles of Association are formulated in accordance with the Company Law of People's Republic of China (PRC) and relevant state laws and regulations in order to regulate the company's behavior and protect the legitimate rights and interests of shareholders, the company and creditors. The articles of association are the company's code of conduct. All shareholders and employees of the company must strictly abide by it.

The name of the company approved by the administrative department for industry and commerce is: Dongujimqin Banner A Mu Guling Mining Co., Ltd.

Company domicile: A Qin Street, Zone 5, Wudongqi, Ximeng, Inner Mongolia Autonomous Region.

Registered capital of the company: 654.38 million yuan; Paid-in capital: 654.38 million yuan.

Article 5 Business scope of the company: sales of coal mine machinery and equipment and accessories;

Article 6 The operating period of the Company is from March 6, 2006 to 201113.

Article 7 The company is an enterprise legal person in People's Republic of China (PRC). Shareholders are liable to the company with the amount of capital contribution they have subscribed, and the company is liable to its debts with all its assets.

Article 8 Shareholders shall enjoy the right to benefit from assets, the right to make major decisions and the right to choose a manager according to the amount of capital contribution they have subscribed.

The company enjoys all legal person property rights formed by shareholders' investment, enjoys civil rights according to law, bears civil liabilities, operates independently and is responsible for its own profits and losses.

Chapter II Shareholders, Mode of Contribution, Registered Capital, Rights and Obligations of the Company

Article 9 The investors of a company are the shareholders of the company.

Shareholders of the Company, their modes and amounts of contribution are as follows:

Name of Shareholder Subscribed Capital Contribution Proportion of Paid-in Capital Contribution Mode Time of Capital Contribution

95,000 Yuan 95,000 Yuan Currency 20 10 12 18

Rmb 5,000.00 5% Currency 20 10 12 18

Total 65438+ ten thousand Yuan 65438+ ten thousand Yuan 100% Currency 2010/218.

Article 10 Shareholders of the Company shall enjoy the following rights:

(1) Attend the shareholders' meeting and exercise voting rights in proportion to the paid-in capital contribution;

(2) Electing and being elected as the executive director, supervisor and manager of the company;

(3) Distributing dividends in proportion to the paid-in capital contribution;

(4) To consult and copy the articles of association, minutes of shareholders' meetings and financial and accounting reports;

(5) Give priority to subscribe for the newly-increased registered capital of the company in proportion to the paid-in capital contribution;

(6) Transferring all or part of its capital contribution;

(seven) under the same conditions, give priority to the purchase of capital contributions transferred by other shareholders;

(8) When the company is dissolved, share the remaining property in proportion to the paid-in capital contribution;

(9) Have the right to participate in amending the Articles of Association.

Article 11 Shareholders have the following obligations:

(1) Pay all the subscribed capital contributions in full and on time;

(2) After the company is registered, shareholders may not withdraw their funds;

(3) After the establishment of the company, if the shareholders who have contributed in kind or intangible assets find that their actual contribution is obviously lower than the amount stipulated in the articles of association, the shareholders who have contributed shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.

(4) Transfer of capital contribution according to law;

(5) Abide by the Articles of Association.

Article 12 Shareholders may transfer all or part of their shares to each other.

(1) The transfer of shares by shareholders to persons other than shareholders must be agreed by more than half of all shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving 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 shall purchase the transferred equity; Do not buy, as agreed to transfer.

(2) Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.

(3) When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.

(4) After the shareholders transfer their shares, the company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and modify the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:

The company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law;

The merger, division or transfer of the company's main property.

Upon the expiration of the business term stipulated in the Articles of Association or other dissolution reasons stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.

If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.

After the death of a natural person shareholder, his legal successor can inherit the shareholder qualification.

Chapter III Company Organization, Formation Method, Authority and Rules of Procedure

Article 13 A company shall set up a shareholders' meeting, which is composed of all shareholders and is the highest authority of the company. The shareholders' meeting shall exercise the following functions and powers:

To decide the company's business policy and investment plan;

Elect and replace the executive directors and supervisors, and decide on the remuneration of the executive directors and supervisors;

To elect, appoint or replace the company manager and decide on the remuneration of the manager;

To examine and approve the report of the executive director;

Review and approve the report of the supervisor;

To examine and approve the annual financial budget and final accounts of the Company;

To examine and approve the company's profit distribution plan and loss compensation plan;

To make resolutions on increasing or decreasing the registered capital of the Company;

To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;

To make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;

Amend the Articles of Association.

Article 14 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.

Article 15 At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution. With the same voting rights, if there is any dispute, the executive director will make the final decision.

Article 16 Shareholders' meetings are divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting is held. Regular meetings shall be held once every six months, and interim meetings shall be held only upon the proposal of shareholders representing more than one tenth of the voting rights or executive directors and supervisors.

Article 17 The shareholders' meeting shall be convened and presided over by the executive director. If the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the company's supervisor; If the supervisor fails to convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting on their own.

Article 18 When making resolutions on the increase or decrease of registered capital, merger, division, dissolution, change of corporate form, amendment of articles of association, transfer of capital contribution by shareholders to persons other than shareholders, it must be approved by more than two thirds of the shareholders with voting rights. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes. The minutes of the meeting are kept as archives of the company.

Article 19 The Company does not have a board of directors, but has an executive director, Zhang Weishan, who is the legal representative of the Company. The method of formation is as follows: it is elected by resolution of all shareholders. The term of office of the executive director is three years, and a separate resolution will be made at the expiration of the term.

During the term of office of the executive director, shareholders shall not dismiss him without reason.

The executive director shall exercise the following powers:

(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;

(2) Implementing the resolutions of the shareholders' meeting.

(3) To decide on the company's business plan and investment plan;

(4) To formulate the company's annual financial budget plan and final accounts plan;

(five) to formulate the company's profit distribution plan and loss compensation plan;

(6) To formulate plans for increasing or decreasing the registered capital of the company;

(7) To draft plans for merger, division, change of corporate form and dissolution of the company;

(8) To draft the internal management organization of the company;

(9) According to the nomination of the manager (general manager), to appoint or dismiss the company's deputy manager (deputy general manager) and financial controller, and to decide on their remuneration;

(X) To formulate the basic management system of the company;

Article 20 The Company shall have a manager, Zhang Weishan, who shall be elected by the shareholders' meeting. The manager shall be responsible to the shareholders' meeting, and the executive director shall concurrently hold the post.

The manager shall exercise the following functions and powers:

(1) To preside over the production, operation and management of the Company and organize the implementation of the resolutions of the shareholders' meeting;

(2) Organizing the implementation of the company's annual business plan and investment plan;

(3) To draft the establishment plan of the company's internal management organization;

(4) To formulate the basic management system of the company;

(5) To formulate specific rules of the company;

(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;

(7) To decide on the appointment or dismissal of management personnel other than those who should be appointed or dismissed by the executive director;

(8) Other powers granted by the articles of association and the general meeting of shareholders.

Article 21 The Company does not have a board of supervisors, but has a supervisor named Zhang Wei, who is elected by the shareholders' meeting.

Article 22 The term of office of a supervisor is three years. Upon expiration of the term of office, a supervisor may be re-elected. Executive directors and senior managers shall not concurrently serve as supervisors.

Article 23 The supervisor shall exercise the following functions and powers:

(a) to check the company's finances;

(2) To supervise the acts of executive directors and senior managers who violate laws, regulations and articles of association when performing their duties; At the same time, suggestions on the recall of executive directors and senior managers can be put forward;

(3) When the actions of the executive directors and senior managers harm the interests of the company, requiring the executive directors and managers to correct them;

(4) Proposing to convene an interim shareholders' meeting, and convening and presiding over the shareholders' meeting when the executive director fails to perform his duties;

(5) To submit proposals to the shareholders' meeting.

(six) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the executive directors and senior managers;

(seven) other functions and powers stipulated in the articles of association.

Supervisors attend the shareholders' meeting as nonvoting delegates and raise questions or suggestions on matters resolved at the shareholders' meeting.

The supervisor may investigate the abnormal operation of the company; If necessary, an accounting firm can be hired to assist in the work, and the expenses shall be borne by the company.

Chapter IV Qualifications and Obligations of Executive Directors, Supervisors and Senior Managers of the Company

Article 24 The qualifications of the executive directors, supervisors and senior managers of a company shall comply with the Company Law and relevant laws and regulations; Otherwise, the election, appointment or appointment is invalid.

(1) Having no or limited capacity for civil conduct;

(2) Being sentenced to punishment for corruption, bribery, embezzlement of property, misappropriation of property or disrupting the order of the socialist market economy, and the execution period is less than five years, or being deprived of political rights for committing a crime, and the execution period is less than five years;

(3) If the directors, factory directors and managers of a bankrupt company or enterprise are personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company or enterprise;

(4) Being the legal representative of a company or enterprise whose business license has been revoked due to violation of law and ordered to close down, and having personal responsibility, it has not been more than three years since the date when the business license of the company or enterprise was revoked;

(five) a large amount of debt owed by an individual has not been paid off due.

If the company elects, appoints directors, supervisors or employs senior management personnel in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid.

The company shall remove the directors, supervisors and senior managers from their posts under any of the circumstances listed in the first paragraph of this article during their term of office.

If an executive director, supervisor or senior manager "has no capacity for civil conduct or has limited capacity for civil conduct" during his term of office, the company will dismiss him.

Article 25 The executive directors, supervisors and senior managers shall abide by the articles of association, laws and administrative regulations, faithfully perform their duties and safeguard the interests of the company.

Article 26 The executive directors, supervisors and senior management personnel shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.

Article 27 The executive director and senior management personnel shall not commit any of the following acts:

(1) Misappropriation of company funds;

(2), or deposit the company's funds into an account in the name of an individual or another person.

(three) in violation of the provisions of the articles of association, without the consent of the shareholders' meeting, lend the company's funds to others or use the company's assets as a guarantee for other personal debts.

(4) Concluding a contract or conducting a transaction with the company in violation of the articles of association or without the consent of the shareholders' meeting.

(5) Without the consent of the shareholders' meeting. Take advantage of his position to seek business opportunities belonging to the company for himself or others and run the same business as the company he works for himself or others.

(6) Accept the entrustment of others and take the transaction with the company as your own.

(7) Unauthorized disclosure of company secrets;

(eight) other acts in violation of the obligation of loyalty to the company.

The income of executive directors and senior managers who violate the provisions of the preceding paragraph shall be owned by the company.

Article 28 If the executive directors, supervisors and senior managers violate laws, administrative regulations or the Articles of Association when performing their duties, and thus cause losses to the Company, they shall be liable for compensation.

Article 29 Where the shareholders' meeting requires the executive directors, supervisors and senior managers to attend the meeting as nonvoting delegates, the executive directors, supervisors and senior managers shall attend and accept shareholders' questions.

The executive directors and senior managers shall truthfully provide relevant information and materials to the supervisors, and shall not hinder the supervisors from exercising their functions and powers.

Article 30 Where an executive director or senior manager falls under the circumstances as stipulated in Article 150 of the Company Law, the shareholders may request the supervisor to bring a lawsuit to the people's court in writing; If the supervisor is under any of the circumstances specified in Article 150 of the Company Law, the shareholders may request the shareholders' meeting to bring a lawsuit to the people's court in writing. If the supervisor or the shareholders' meeting refuses or refuses to bring a lawsuit after receiving the written request from the shareholders, the shareholders have the right to bring a lawsuit directly to the people's court.

Article 31 Where an executive director or senior manager violates laws, administrative regulations or the company's articles of association and damages the interests of shareholders, shareholders may bring a lawsuit to the people's court.

Chapter V Company Finance and Accounting

Article 32 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.

Article 33 A company shall prepare financial and accounting reports at the end of each fiscal year, which shall be audited by an accounting firm according to law.

Article 34 A limited liability company shall send the financial accounting report to all shareholders within 15 days after it is made.

Article 35 The company pays taxes according to law, and the after-tax profits are distributed in the following order:

(1) make up for losses;

(two), according to the profit of ten percent of the statutory provident fund; If the accumulated amount of the company's statutory common reserve fund is more than 50% of the company's registered capital, it may not be withdrawn;

(3) Shareholders shall pay dividends in proportion to their capital contribution.

(4) The shares of the company held by the company shall not be distributed.

Article 36 The company's common reserve fund shall be drawn in accordance with the relevant provisions of the Company Law.

Article 37 A company may not set up other accounting books besides the statutory accounting books.

No account shall be opened for the company's assets in the name of any individual.

Article 38 When a company increases its registered capital, the contribution of the newly-increased capital subscribed by shareholders shall be implemented in accordance with the relevant provisions of the Company Law on the establishment of a limited liability company.

Article 39 Where a company merges, divides or reduces its capital, it shall notify its creditors within 10 days from the date of making the resolution and make an announcement in the newspaper within 30 days. If the creditor fails to receive the notice within 30 days from the date of receiving the notice, it has the right to require the company to pay off or provide corresponding guarantee within 45 days from the date of announcement.

When the company is divided, its property shall be divided accordingly. When the company is divided, it shall prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the resolution of separation, and make an announcement in the newspaper within 30 days.

The registered capital of the company after capital reduction shall not be lower than the statutory maximum amount.

Chapter VI Reasons for Dissolution and Liquidation of the Company

Article 40 A company may be dissolved under any of the following circumstances:

(1) The business term stipulated in the articles of association expires or other reasons for dissolution stipulated in the articles of association occur;

(2) The shareholders' meeting or shareholders' meeting decides to dissolve;

(3) The company needs to be dissolved due to merger or division;

(4) The business license is revoked, ordered to close or revoked according to law;

(five) the people's court shall be dissolved in accordance with the provisions of Article 183 of the Company Law;

(6) Its business license has been revoked by the administrative department for industry and commerce according to law.

Article 41 Where a company is dissolved due to the provisions of Item (1), Item (2), Item (4) and Item (5) of Article 181 of this Law, a liquidation organization shall be established according to law within 15 days from the date when the reasons for dissolution appear.

Article 42 The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidation group.

When a creditor declares its creditor's rights, it shall explain the relevant matters of the creditor's rights and provide supporting materials. The liquidation group shall register the creditor's rights.

During the reporting period, the liquidation group shall not pay off the creditors.

Article 43 After clearing up the company's assets, preparing the balance sheet and list of assets, the liquidation group shall formulate the liquidation plan and report it to the shareholders' meeting, shareholders' meeting or the people's court for confirmation.

After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the company's debts, the company's property shall be distributed according to the proportion of capital contribution of shareholders of a limited liability company and the proportion of shares of shareholders of a joint stock limited company.

During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to liquidation. The company's property shall not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.

Article 44 If the liquidation group finds that the company's assets are insufficient to pay off debts after clearing the company's assets, compiling the balance sheet and list of assets, it shall apply to the people's court for bankruptcy according to law.

After the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.

Article 45 After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.

Forty-sixth members of the liquidation group shall be loyal to their duties and perform liquidation obligations according to law.

Members of the liquidation group shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.

Members of the liquidation group shall be liable for compensation if they cause losses to the company or creditors due to intentional or gross negligence.

Chapter VII Supplementary Provisions

Article 47 The Articles of Association shall be binding on the shareholders, executive directors, supervisors, managers and all employees of the Company. The company has the right to investigate any violation of the articles of association that causes damage to the company.

Article 48 The Articles of Association shall come into effect as of the date when the establishment of the company is approved by the administrative department for industry and commerce and signed and sealed by all shareholders.

Article 49 The Articles of Association shall be amended by the shareholders' meeting.

Signature of shareholders:

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