Articles of assosiation
Name of the Company : Kopiwu Capital Pte Ltd("Kopiwu").
Kopiwu is a private limited company based on the third-generation coffee store concept developed by Wu Fuping in Singapore and for purpose of strategic coalition of the coffee industry and talents.
Objective: advocating the spirit of nature, health, quality and service to promote development of the third generation coffee store in Singapore and the harmonious activities of the society.
Operational Philosophy and Mission
Promote the undertakings of the third-generation coffee store, organize the strategic coalition of coffee industry and talents, innovate the brand and promote franchise.
- Hold an event competition each year.
- Conduct products exhibitions.
- Grant franchise.
- Brand franchise.
The highest authority of Kopiwu is its “board of directors”.
All member of the board of directors shall:
- Maintain these articles of association
- Be experienced in dealing with its business
- Enjoy a reputation and influence in the coffee industry
The board of directors shall have a chairman. The company shall have a president, a secretary, a financier and a supervisor and the managers for its various departments and their term of office shall be one (1) year which is renewable upon re-appointment. The company will invite the social celebrities and the experienced professionals to join its advisory council.
All member of the board of directors shall comply with the law of Singapore and may not do any act that injures the interest or reputation of the Company, or they will be subject to the punishment of the Law.
The directors shall be appointed by the members of the Company with a term of office of one (1) year which is renewable upon re-appointment.
Mission of the board are as follows:
- Decide on the strategic direction and activities and the investment plan of the Company;
- Recommend the leaders of the board
- Review the work report of the Company
- Review the work report of the supervisors
- Review the financial report of the Company
- Review an approve the award plans
- Decide on the merger, division and dissolution of the Company’s departments
The board may not hold any meeting unless two directors are present thereat. Under a special circumstance, an interim board meeting may be held upon the request of the board chairman or the secretary and subject to the presence of two director thereat
Board of Directors
The Company shall have a board of director and will engage the celebrities and experienced personnel to act as the board chairman, the president, managers and directors.
The board shall exercise the following powers and functions Assist the Company in its various operations.
Attend the important meetings and communications on behalf of the Company
Implement the various decisions of the Company and make proposals and suggestions regarding the work of the board.
Actively participate in the various business affairs of the Company.
Board of Supervisors
The Company shall have a board of supervisors with a certain number. The post of supervisors shall be held by those who neither preside over or participate in the daily activities of the board of directors. The supervisor shall faithfully perform their duties of supervision.
The board of supervisors shall exercise the following powers and functions
Review and supervise the financial work of the Company;
Supervise the chief leaders of the Company regarding their violation of these articles of association and the relevant laws and regulations in the daily operation of the Company;
Require the chief leaders of the Company to rectify any of their misconduct that injures the interest of the Company; and
Make proposal for holding an interim board meeting.
Board Chairman and President
The board shall be led by its chairman who shall:
Have a certain reputation and influence in the relevant sectors of the society;
Be healthy, experienced and qualified for such a profession; and
Recommended by the members of the Company or the board.
The executive president shall exercise the following powers and functions:
Implement the various decisions and resolutions of the Company;
Attend the various important meetings on behalf of the Company;
Sign and arrange the implementation of relevant legal documents on behalf of the Company;
Organize the annual work plan of the Company;
Organize the implementation of various operations of the Company;
Decide on the appointment of the persons in charge of the offices and divisions of the Company;
Formulate the internal management system of the Company; and
Deal with other daily matters of the Company.
The Company will set up franchising organizations in other countries or regions.
A franchising organization shall be subject to the recognition of the Company and responsible for carrying out the business of Kopiwu in other countries or regions.
It is a basic functional element of the Company to assume, implement and complete the tasks assigned by Kopiwu.
A franchising organization shall be initiated by people experienced in dealing with coffee business in other countries and regions, and registered at the relevant local authority and have the independent legal personality.
The franchising organization must accept these articles of association and place itself under leadership of the Company.
Assets Management and Use
The funds of the Company are from：
Investment by the members of the Company; Market financing; Strategic coalitions; andGrant of franchise.
The funds of the Company shall be used for the various businesses and development of the Company as are prescribed herein;
The Company shall formulate strict financial management policies to ensure the legality, truthfulness, accuracy and completeness of the fiscal data.
The Company will employ professional financial personnel to conduct financial accounting and supervision who shall go through the handover formalities when they leave the Company.
The management of the Company’s Assets shall be supervised by the board of directors and the board of supervisors.
Financial audits shall be conducted by the board of directors and the board of supervisors for any chief leader who leaves the Company.
The Company’s assets shall belong to and be owned by its members and may not be embezzled, divided or misappropriated by any entity or individual.
Interpretation and Revision of these Articles of Association
These articles of association shall be subject to the interpretation of Kopiwu.
No revision of these articles of association shall be made unless a resolution in favor thereof is passed by the members of Kopiwu.
In case of termination of the Company due to any force majeure event, a resolution thereof shall be made by the members of Kopiwu.
Before the Company is terminated, its liquidation shall be conducted to clear any debt owed by or to it and other relevant matters. No activity may be carried out with any outsider during its liquidation.
The Company shall be forthwith terminated after it completes the de-registration at the administration for society registration and management.