Exhibit 3.4
Articles of
Association of Hainan Helpson Medical Biotechnology Co., Ltd
May, 2005
WHEREAS, in accordance with the Share Transfer
Agreement concluded among the
investor ONNY INVESTMENT LIMITED, Haikou Biomedical Construction and
Technologies Co., Ltd., Hainan Kaidi
Technologies Co., Ltd.
and Chengdu Huineng
Biomedical Co., Ltd. dated May 25,
2005(hereinafter
referred to as the
"Share
Transfer Agreement"), the investor has purchased 100% shareholdings of the
previous Helpson Medical Biotechnology Co., Ltd. held by the aforesaid
three
parties, and as a result, the previous
Helpson Medical
Biotechnology Co., Ltd.
is transformed from a domestic enterprise
to a wholly foreign-owned enterprise.
Therefore, these Articles of Association are made by the investor as
follows
with regard to the establishment of the
wholly foreign-owned enterprise:
ARTICLE 1 GENERAL PROVISIONS
1.1 These Articles of Association
are made and entered
into by ONNY INVESTMENT
LIMITED in
accordance
with "the Law of the
People's Republic of
China on
Wholly
Foreign-Owned Enterprises" and "the Implementing Rules of the Law
of
the People's Republic of China on Wholly
Foreign-Owned
Enterprises"
in
relation
to the establishment of a wholly foreign-owned company ("the
Company") on May
25, 2005 in Haikou
City, Hainan
Province, the People's
Republic of
China ("PRC" or "China").
ARTICLE 2 NAME OF THE COMPANY AND ITS
LEGAL ADDRESS
2.1 The Chinese name of the Company shall be, and the English
name shall be
"Hainan Helpson
Medical Biotechnology Co., Ltd.".
2.2 The legal address of the Company shall be: Apartment 8, District D,
Business Hall,
Free Trade Zone, Haikou.
ARTICLE 3 INVESTOR OF THE COMPANY
3.1 The investor of the Company shall
be as follows:
INVESTOR: ONNY
INVESTMENT LIMITED
Legal address:
British Virgin Islands
Authorized
representative: TSUI Heung Mei
Position:
Director
Nationality:
China, Hong Kong
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ARTICLE 4 THE ORGANISATION OF THE
COMPANY
4.1 The organizational form of the Company shall be a Wholly Foreign-Owned
Enterprise
with limited
liability.
The liability of the investor of
the
Company shall be
limited to its Capital
Contribution. The
liabilities of
the Company shall be limited to the extent of
all its capital and assets,
and the Parties
shall not be personally liable, jointly or individually, to
the creditors
for the debt of the Company.
4.2 The Company shall be an enterprise
legal person incorporated under the laws
of PRC. The
business activities
and lawful interests
of the Company shall
be governed and
protected by the laws and regulations of PRC.
ARTICLE 5 BUSINESS OBJECTIVES AND SCOPE OF
BUSINESS
5.1 The business objective of the Company is the
production
and operation of
raw material
medicine of western
medicine, Chinese
patent medicines,
and
biological
products, testing
reagent,
health-keeping products, cosmetics
and tourism
development
and gain competitive position in domestic and
international
market in quality and price by adopting advanced and
appropriate
technology and
scientific management
method, so as to
ensure
satisfactory
economic benefits for each investor.
5.2 The business scope of the Company shall be the
production and operation of
raw material
medicine of western
medicine, Chinese
patent medicines,
and
biological
products, testing
reagent,
health-keeping products, cosmetics
and tourism
development. The
formal scope of business of the Company shall
be as those
registered in the relevant authority and stated in the Business
License of the
Company.
ARTICLE 6 TOTAL INVESTMENT AND REGISTERED
CAPITAL
6.1 The total amount of investment of
the Company shall be [ RMB 50,000,000 ].
6.2 The registered capital of the
Company shall be RMB 28, 000,000.
6.3 The transferees have contributed the registered
capital of the Company
in
full and the
investor shall not contribute any registered capital otherwise
after it has
paid the share transfer price to the transferees in accordance
with the Share
Transfer Agreement.
6.4 After the establishment of the Company, the Company shall issue an
investment
certificate
which shall be signed
by the Chairman of the Board
to the
investor. The main content of the investment certificate shall
include: the
name of the Company, the date of establishment of the Company,
the name of the
investor to which the certificate is issued, the amount of
capital
contribution, the date of contribution, and the date of issuance
of
the
certificate.
6.5 Any transfer of the Capital
Contribution
agreed by the investor
shall be
submitted to the
relevant Examination
and Approval Authority for approval.
After such
approval of the
Examination
and Approval
Authority has been
granted,
the Company shall go through the procedure for the change of
business
registration
with relevant Administration for Industry and
Commerce.
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6.6 The investor may, with
the approval of the Examination and Approval
Authority, raise its capital contribution to increase the
registered
capital of the Company.
ARTICLE 7 BOARD OF DIRECTORS
7.1 The Board of Directors
("the Board") shall be
established
on the date of
the
establishment of the Company. It shall be the supreme authority
of the
Company
and have the power to
discuss and decide on all matters of the
Company unless
otherwise provided herein.
7.2 The Board shall consist of three
directors,
all of whom will be
appointed
by the
investor.
7.3 The Chairman of the Board shall be
the Company's legal representative, and
will
be appointed a term of three years, which may be renewed upon
reappointment..
If the Chairman is unable to undertake his or her
responsibilities
for any reason, any other director designated by the
Chairman may
temporarily
represent the Chairman to undertake
his or her
responsibilities..
7.4 The term of office for the
directors shall be three years and their term
may be renewed
when reappointed. The investor shall have the right, with or
without
cause, to remove any of the directors it appoints prior to the
expiration of
any three year term.
7.5 In the event of the death, incapacity, resignation or removal of any
director,
the party appointing such director shall have the right to
appoint a
replacement,
who shall serve for the remaining term of the
director who is
replaced. Any
appointment shall be
effective upon written
notification of
the other Party and the Company.
7.6 A regular meeting of the Board shall be
convened and held at
least once a
year.
The Chairman of the
Board shall be
responsible for
convening and
presiding over
the meeting. Interim meetings of the Board shall be convened
by the Chairman
on a motion of more than one third (1/3) of the directors.
7.7 The regular meetings shall be held at the legal
address of the
Company,
unless the Board
decides otherwise.
7.8 Meetings of the Board shall be
presided over by the
Chairman of the
Board
or, if the
Chairman is absent, by
the Vice Chairman or any other director
designated by
the Chairman.
Meetings of the Board
may be held in the form
of presence in
person, designation of
a proxy, telephone
conference or by
other electronic means.
7.9 The presence in person or by proxy of
two thirds (2/3)
directors or more
shall
constitute
a quorum for any
meeting of the Board.
If the quorum is
not reached at
any meeting, the Chairman may convene the meeting once again
by giving
another thirty (30) days' prior notice.
If the quorum is
still
not reached,
notwithstanding the
aforesaid quorum requirements, the Board
meeting shall be
duly convened among the directors actually present.
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7.10 The Chairman of the Board shall determine and notify each director in
writing the
place, means and agenda of the first meeting of the Board which
shall be
convened within fifteen (15) days after the establishment of the
Company.
Hereinafter, the
Chairman of the Board shall determine and notify
each
director thirty days in advance in writing the
place, date,
time,
means and agenda
of each regular meeting of the Board. In the event that an
interim
meeting is to be
convened, the Chairman
of the Board shall give a
written notice
by facsimile at least fifteen days in advance. The agenda of
interim
meetings of the Board shall be set forth in the
notices of the
meetings.
7.11 If a director is unable to attend any Board
meeting, such director may
appoint a proxy
to represent him or
her at such m
