Unassociated Document


     

    ARTICLES
OF ASSOCIATION

     

    OF

     

    SHANGHAI
JUNENG FUNCTIONAL FILM COMPANY, LTD.

     

    In
accordance with the "Company Law of the People's Republic of China" (hereinafter
referred to as “Company Law”) and the relevant laws and regulations, Shiner
International, Inc. and Shanghai Shifu Film Material Co., Ltd. set up a joint
venture,
Shanghai Juneng Functional Film Company, Ltd. (hereinafter referred to as
“Shanghai Junneng”), the Articles of Association hereby is formulated. If and when these
provisions clash with the relevant law, the law will be given
precedence.

     

    The
Name and Address of the Joint Venture Company

     

    Article
1

     

    The name
of the joint venture company shall be Shanghai Juneng Functional Film Company,
Ltd.

     

    Article
2

     

    The Legal
address of the joint venture company is at Room 317, 3rd Floor,
No. 1800 Lane, Xinsongjiang Road, Songjiang District, Shanghai.

     

    Chapter
1 Scope and Scale of the Business

     

    Article 3
Scope and Scale of the Business

     

    Wholesale
and retail of plastic film materials (expect agricultural films), packaging
materials, chemicals (except dangerous chemicals, controlled chemicals,
fireworks, explosives for civil purpose, precursor chemicals), labels,
anti-counterfeit products; import and export practices of products and
technologies.

     

    Chapter
2 The Registered Capital

     

    Article
4

     

    The
registered capital is: 1 million RMB

     

    The
paid-in capital is: 1 million RMB

     

    The
increase or decrease of registered capital of the Company shall be carried out
after the shareholders’ meeting and the granting of approval from more than 2/3
of the total shareholders with voting power.  As for the decrease of
the registered capital, the creditors shall be informed within 10 days after the
resolution and an announcement shall be made on newspapers within 30 days after
the resolution. The Company shall apply for the alteration of its registration
with the original company registration authority.

     

    
      
        
        

      

      
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    Chapter
4 Names of Shareholders, Ways and Amounts of the Capital
Contribution

     

    Article
5

    


    
      
        
          
            
              
                
                  
                    	
                            Name
      of Shareholder

                          	
                            Way
      of the Capital 

                            Contribution

                          	
                            Amount
      and Proportion 

                            of
      the Capital Contribution

                          	
                            Time
      of the Capital 

                            Contribution

                          
	
                            Shiner
      International, Inc.

                          	
                            currency

                          	
                            700,000
      RMB, 70%

                          	
                            Before
      the founding of the Company

                          
	 	 	 	 
	
                            Shanghai
      Shifu Film 

                            Material
      Co., Ltd.

                          	
                            currency

                          	
                            300,000
      RMB,

                            30%

                          	
                            Before
      the founding of the
Company

                          


                  

                

              

            

          

        

      

    

     

    Article
6

    After the
founding of the company, the certifications of the capital contribution shall be
sent to shareholders.

     

    Chapter
5 Rights and Obligations of Shareholders

     

    Article
7

    A holder
of ordinary shares of the Company shall enjoy the following rights:

    (1) To receive
dividends and other forms of profit distribution in accordance with the number
of shares he holds;

    (2) To
supervise the business operation and activities of the Company;

    (3) To
elect or be elected to be the director or supervisor;

    (4) To
receive dividends or transfer shares in accordance with laws, administrative
regulations and the provisions of these Articles of Association;

    (5)
Priory to purchase the stocks transferred by other holders;

    (6)
Priory to purchase the newly increased shares of the Company;

    
       

      
        
          
          

        

        
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    (7) To
participate in the distribution of the remaining assets in accordance with his
shareholding upon the dissolution or liquidation of the Company;

    (8) To
examine the minutes of shareholders’ meetings and the financial
reports;

    A holder
of ordinary share(s) of the Company shall undertake the following
obligations:

    (1) To
observe these Articles of Association;

    (2) To
pay the paid-in funds on schedule;

    (3) To
assume the debts in accordance with the amount of the paid-in
funds;

    (4) After
the founding of the Company, shareholders shall not draw out the capital
illegally.

     

    Chapter
6 The Conditions for Stock Transfer

     

    Article 9
Part or all of the stocks can be transferred among shareholders.

     

    Article
10 Stock transfer shall be passed in shareholders’ meeting.

     

    For
transferring the stocks to other people other than other shareholders of the
Company, a shareholder must get the consent of the simple majority of the
shareholders. Where a shareholder intends to transfer his equity to a person
other than a shareholder, the matter shall be subject to consent by more than
half of the other shareholders. If more than half of other shareholders disagree
to the transfer, the dissenting shareholders shall purchase the equity to be
transferred.

     

    After the
stock transfer, the name, address and the amount of contribution of the
recipients shall be recorded in the stock transfer books.

     

    Chapter
7 Organizational Structure of the Company, Powers, Rules of
Procedures

     

    Article
12

     

    The
shareholders’ general meeting is compromised by all the shareholders, and is the
governing body of the Company and it shall exercise the following
powers:

    


    (1)to determine the
business policies and investment plans of the Company;

    (2)to elect and
replace directors and to determine the compensation of the
directors;

    (3)to elect and
replace supervisors who represent the shareholders and to determine the
compensation of such supervisors;

    
       

      
        
          
          

        

        
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    (4)to examine and to
approve the report of the board of directors;

    (5)to examine and to
approve the report of the supervisory committee;

    (6)to examine and to
approve the annual financial budgets and final accounts of the
Company;

    (7) to examine and to
approve the plans for profit distribution and making up of losses of the
Company;

    (8)to resolve on the
increase or reduction in the registered capital of the Company;

    (9)to resolve on the
issue of debentures by the Company;

    (10)to resolve on the
stock transfer from shareholders to others;

    (11)to resolve on
matters such as merger, division, dissolution and liquidation, etc. of the
Company;

    (12)to amend these
Articles of Association.

    


    Article
13

     

    The first
shareholders' meeting is convened and presided over by the shareholder whose
capital contribution is the largest.

     

    Article
14

     

    Shareholders
exercise voting rights at shareholders' meetings in accordance with the
proportions of their capital contributions.

     

    Article
15

     

    Shareholders’
general meetings shall be divided into annual general meetings and extraordinary
general meetings and shall be announced to all of the shareholders before the
meeting convenes. The shareholders’ general meetings shall be convened by the
board of directors.  Annual general meetings shall be convened once
every year, and the extraordinary general meetings shall be convened by the
shareholders with more than 1/10 voting right and 1/3 directors, board of
supervisors or the supervisor in which the Company is without the board of
supervisors. In case of absence of the meeting, the director shall entrust
another person to attend and vote for him with a trust deed.

    
       

      
        
          
          

        

        
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    Article
16

     

    A
shareholders’ general meeting shall be convened and presided by the chairman of
the board of directors. If the chairman of the board of directors cannot attend
the meeting, the supervisor shall convene and take the chair of the meeting; if
both the chairman and the supervisor cannot attend the meeting, the board of
directors holding 10% of shares may convene and take the chair of the
meeting.

     

    Article
17

     

    Resolutions
on the official businesses discussed in the shareholders’ meeting, on an
increase or reduction of the share capital of the Company, merger, division,
dissolution or liquidation, on amending the articles of association must be
agreed by shareholders representing over two-thirds of the voting rights. The
board of shareholders shall be responsible for determining whether the
resolutions shall be final and the same shall be announced at the meeting and
recorded in the minutes of the meeting.

     

    Article
18

     

    While
there is no board of directors, the executive director is appointed by the board
of shareholders. The term of office is three years. And term of office expires
may be re-elected. Prior to expiration of the executive director's term, the
board of shareholders may not remove him without cause. The executive director
is the legal representative of the company and responsible for shareholders’
meetings.

     

    The
executive director shall perform the following functions:

    (1)To host the
shareholders’ meeting, to organize the implementation of the resolutions of the
shareholders’ meeting, to report to board of shareholders;

    (2)To execute the
resolutions of shareholders’ meeting;

    (3)To decide the
operation plans and the investment projects of the Company;

    (4)To formulate the
annual financial plans and final settlements;

    (5)To formulate the
profit distribution plans and deficit cover plans;

    (6)To formulate the
registered capital increase or reduction plans;

    (7)To draft the
solutions of merger, division, dissolution and liquidation, etc. of the
Company;

    (8)To prepare the
internal management system of the Company;

    
       

      
        
          
          

        

        
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    (9)To nominate or
vote the general manager, to propose the appointment or dismissal of the deputy
general manager(s) and the financial controller of the company, determine the
compensation in accordance with the nomination of the general
manager;

    (10)To formulate basic
rules and regulations of the Company;

    (11)To perform the
umpirage and right of disposal under the circumstance of emergencies such as
natural calamities and wars, etc., while the umpirage and right of disposal must
accord with the benefits of the company and shall be reported to the board of
shareholders.

     

    Article
19

     

    The
supervisor is appointed by the board of shareholders; the term of office is
three years. And term of office expires may be re-elected.

     

    Article
20

     

    The
Supervisor shall perform the following functions:

    (1)to inspect the
financial position of the Company;

    (2)to supervise the
acts of the directors, and higher management of the Company who contravene the
laws, administrative regulations or these Articles of Association in discharging
their duties;

    (3)to require the
directors, and higher management of the Company to rectify their acts which have
prejudiced the interests of the Company;

    (4)to propose the
convening of an extraordinary shareholders’ meeting; to convene and preside over
the meeting of the board while the executive director cannot perform the
functions or fails to do so;

    (5)to put forward
proposals at the shareholders’ meeting;

    (6)to represent the
Company in instituting legal proceedings against the directors and higher
management, to supervise shareholders’ meetings and board meetings in accordance
with Article 152 of the Company Law.

     

    Article
21

     

    No
executive director or higher management may concurrently serve as a supervisor
of a company.

     

    Chapter
8 The Legal Representative of the Joint Venture

    
       

      
        
          
          

        

        
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    Article
22

     

    The
executive director is the legal representative of the Company, his term of
office is three years. He is appointed by the board of shareholders. The term of
office expires may be re-elected.

     

    Chapter
9 Finance, Accounting, Profit Sharing and Employment System

     

    Article
23

     

    The
Company shall establish the financial accounting system of the Company in
accordance with laws, administrative regulations and the provisions of the PRC
accounting standards formulated by the financial supervisory authorities of the
State Council. The Company shall prepare a financial report at the end of each
accounting year and the recognized accounting firm shall audit the financial
report and provide a written report which shall be submitted to the shareholders
by March 31 of the second year.

     

    Article
24

     

    The
profit sharing of the joint venture company shall be handled in accordance with
the Company Law and the relevant laws and regulations formulated by the Ministry
of Finance of the People's Republic of China.

     

    Article
25

     

    The
employment system of the joint venture company shall be handled in accordance
with the relevant laws and regulations formulated by the Ministry of Labor of
the People's Republic of China.

    


    Chapter
10 the Causes for the Dissolution and the Methods for Liquidation

     

    Article
26

     

    The
operating period is 20 years since the issuance of the Business License for the
Legal Person.

     

    Article
27

     

    When the
following situations happened, either party have right to terminate the joint
venture:

    (1)The term of
business operation as stipulated by the articles of association expires or any
of the matters for dissolution as stipulated in the articles of association of
the Company appears;

    
       

      
        
          
          

        

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

    (3)Dissolution is
required due to merger or division of the Company;

    (4)Business license
be revoked in accordance with the law, ordered to turn off or been
revoked;

    (5)Inability to
continue operations due to heavy losses caused by the Force
Majeure;

    (6)To declare
bankruptcy;

    (7)The Company
encounters any other kinds of serious difficulties in its business management,
and the continuous existence of the company will cause major damage to the
interests of shareholders. The shareholders with 1/10 of the voting rights can
ask for the People’s Court for dissolution.

     

    Article
28

     

    Upon the
termination of the joint venture company, the board of directors shall work out
procedures and principles for the liquidation, nominate candidates for the
liquidation group for liquidating the assets of the joint venture company. On
completion of the liquidation, the liquidation group will work out a liquidation
report which will be carried out upon the approval of the board of directors.
The joint venture company shall submit a liquidation report to the original
examining and approving authority, go through the formalities for nullifying its
registration in the original registration office and hand in its business
license, at the same time, make an announcement to the public.

     

    Chapter
11 Other Provisions

     

    Article
29

     

    The
Company may amend these Articles of Association pursuant to laws, administrative
regulations and the provisions of these Articles of Association. If and when
these provisions clash with the relevant law, the law will be given precedence.
The amended articles of association shall be submitted to the original
registered authority and the amended articles shall be registered for changing
to the original registered authority.

     

    Article
30

     

    Explanation
of the articles of association is subject to board of shareholders.

    
       

      
        
          
          

        

        
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    Article
31

     

    The
article of association is formulated, signed (or sealed) by both two
contributors

     

    Article
32

     

    The
article of association is in four (4) originals, two (2) for shareholders and
one (1) for the registered authority, one (1) for the company.

     

    It should
be signed or sealed by general shareholders.

    


    


    Shanghai
Juneng Functional Film Company, Ltd.

    


    June 28,
2010

    

       

      
        
          
          

        

        
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