Note: Articles of Association of a wholly foreign-owned enterprise (without a board of directors) limited liability company Chapter I General Provisions Chapter II Purpose and Scope of Business Chapter III Total Investment and Registered Capital Chapter IV Management Organization Chapter V Taxation, Finance and Foreign Exchange Chapter VI Profit Distribution Chapter VII Employees Chapter VIII Insurance Chapter X Term, Termination and Liquidation Chapter I XI Regulations Chapter XII Supplementary Provisions Chapter I General Provisions Article 1 According to the Company Law of People's Republic of China (PRC), The provisions of the Foreign-funded Enterprises Law of People's Republic of China (PRC) and other relevant laws and regulations of China, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. Therefore, these Articles of Association are formulated. Article 2 The Chinese name of the company is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ A legally registered legal person (natural person) with the legal name of _ _ _ _ _ _ _ _ _ _ _. The legal address is: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _; Legal Representative: _ _ _ _ _ _ _ _ _ _; Nationality: _ _ _ _ _ _ _ _; Title: _ _ _ _ _ _. Article 4 The company is organized as a limited liability company. Investors are liable to the company within the limit of their subscribed capital contribution, and the company is liable to foreign countries with all its assets. Article 5 The company is governed and protected by the laws of China, and all its activities must abide by the laws, decrees and relevant regulations of China, and shall not harm the social interests of China. Chapter II Purpose and Scope of Business Article 6 The purpose of this company is to produce _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Article 7 The business scope of this company is _ _ _ _ _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Article 9 The export ratio of the company is as follows: Chapter III Total investment and registered capital Article 10 The total investment of the company is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. The registered capital is _ _ _ _ _ _ _. Article 11 The mode of capital contribution of the Company is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. Physical discount _ _ _ _ _ _ _ _ _ _ _ _. Article 12 The registered capital shall be paid by the investor in the following ways: (select one) 1. Pay in one lump sum within six months from the date of issuance of the business license. 2. The registered capital shall be paid in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ All contributions are converted according to the benchmark exchange rate published by the People's Bank of China on the date of payment. If the contribution is made in kind, the date of contribution is the date when the company obtains the right certificate. Article 13 Within 30 days after the Company has paid the capital contribution of each installment, the Company shall employ an accountant registered in China to verify the capital and issue a capital verification report. The company shall, within 30 days after receiving the capital verification report, issue a capital contribution certificate to the investor and report it to the original examination and approval authority and the administrative department for industry and commerce for the record. Article 14 The adjustment of the company's total investment and registered capital shall be reported to the original examination and approval authority for approval, and the change registration formalities shall be handled with the administrative department for industry and commerce. Chapter IV Operation and Management Organization Article 15 The company does not have a board of directors, and adopts the general manager responsibility system, with _ _ general manager and _ _ deputy general managers; The general manager and deputy general manager are appointed by investors. The term of office of the general manager and deputy general managers is _ _ _ _ _ _ _ _ _ _. The general manager is the legal representative of the company. Article 16 The general manager is directly responsible to the investors and implements the investors' resolutions. And exercise the following powers: 1. To take charge of the company's production, operation and management, and organize the implementation of investors' resolutions; 2. Organize the implementation of the annual business plan and investment plan of the sole proprietorship company; 3. The establishment plan of the internal management organization of the sole proprietorship company; 4. Formulate the basic management system of the sole proprietorship company; 5. Formulate specific rules and regulations of the sole proprietorship company; 6. To propose the appointment or dismissal of the responsible management personnel other than those decided by the investor; 7. Other powers granted by investors. Article 17 A business management organization may have several department managers, who are respectively responsible for the work of various departments of the enterprise, handle matters assigned by the general manager and deputy general manager, and be responsible to the general manager and deputy general manager. Article 18 The general manager, deputy general managers and other managers shall conscientiously perform their duties, and shall not concurrently serve as managers or employees of other companies in other forms. If the general manager and deputy general manager engage in graft or serious dereliction of duty, investors may replace them at any time. Article 19 The president of the company shall have supervisors, who shall be appointed by investors. Supervisors are responsible to investors and exercise the following powers: 1. Check the company's finances; 2. Supervise the general manager, senior managers and other behaviors of performing the duties of the company, and put forward suggestions for the recall of senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the investors; 3. When the behavior of senior managers harms the interests of the company, ask the senior managers to correct it; 4. Other powers set by investors; Chapter V Administration of Taxation, Finance and Foreign Exchange Article 19 The company shall pay various taxes in accordance with the laws of China and relevant tax regulations. Article 20 Employees of the Company shall pay individual income tax in accordance with the Individual Income Tax Law of People's Republic of China (PRC). Article 21 The accounting system of the Company shall be implemented in accordance with the relevant accounting management system of People's Republic of China (PRC). The Company adopts the internationally accepted accrual basis and debit and credit bookkeeping method for accounting. Article 22 The fiscal year of the Company is from Gregorian calendar 1 month 1 day to1February 3 1 day. The first fiscal year starts from the date of issuance of the business license and ends on1February 3 1 day of the same year. Article 23 The accounting vouchers, account books and statements of the Company shall be written in Chinese; If written in a foreign language, Chinese should be added. Article 24 The Company adopts RMB as the bookkeeping base currency. The exchange of RMB into other currencies shall be calculated according to the benchmark exchange rate published by the People's Bank of China on the actual date. Article 25 The joint venture company shall open foreign exchange accounts and RMB accounts in domestic banks in accordance with applicable laws and regulations in China. Article 26 In the first three months of each business year, the general manager shall organize the preparation of the balance sheet, profit and loss statement and profit distribution plan of the previous year, and submit them to investors for review. The accounting audit of the Company shall be conducted by an accountant registered in China. Article 27 The foreign exchange affairs of the Company shall be handled in accordance with the laws and regulations of China on foreign exchange management. Chapter VI Distribution of Profits Article 28 The company shall draw reserve funds and employee bonus and welfare funds from the profits after paying income tax. The specific proportion is determined according to the Detailed Rules for the Implementation of the Law on Enterprises with Foreign Investment and other relevant laws and regulations of China. Article 29 The residual profits after payment of enterprise income tax and withdrawal of Article 28 funds shall be distributed and used according to the investor's decision. Article 30 The company's profits shall be distributed once a year. No profit shall be distributed until the losses of the previous year have been made up. The undistributed profits of previous fiscal years can be distributed together with the distributable profits of this fiscal year. Chapter VII Employees Article 31 The recruitment, employment, dismissal, resignation, welfare, labor protection and labor discipline of the company's employees shall be handled in accordance with the relevant provisions of China on labor and social security. The company shall not employ child labor. Article 32 The company shall conclude a labor contract with the employed employees according to law and report it to the local labor management department for the record. Article 33 The company has the right to give warning, record demerit and pay reduction to employees who violate the company's rules and regulations and labor discipline, and may dismiss them if the circumstances are serious. Dismissal of employees must be reported to the local labor department for the record. Article 34 The wages and benefits of the employees of the Company shall be determined by the investor according to the relevant regulations of China and the specific conditions of the Company, and shall be stipulated in the labor contract. Chapter VIII Trade Union Organization Article 35 The employees of the company have the right to establish grass-roots trade union organizations and carry out trade union activities in accordance with the provisions of the Trade Union Law of People's Republic of China (PRC). Article 36 The trade union of the company is the representative of the interests of employees. Its tasks are: to safeguard the legitimate rights and interests of workers according to law; Assist the company to arrange and use employee welfare and incentive funds reasonably; Organize employees to learn political, scientific and technical knowledge and carry out cultural and sports activities; Educate employees to abide by labor discipline and strive to complete the company's economic tasks. Article 37 The trade union of the company may sign a collective labor contract with the company on behalf of the employees and supervise the implementation of the labor contract. Article 38 The Company shall study and decide on issues such as rewards and punishments for employees, wage system, welfare, labor protection and insurance, and trade union representatives shall have the right to attend the meeting as nonvoting delegates. The company shall listen to the opinions of the trade union and obtain its cooperation. Article 39 The company shall actively support the work of trade unions in enterprises, and provide necessary places and equipment for trade unions to hold offices, meetings, collective welfare for employees, culture and sports in accordance with the provisions of the People's Republic of China (PRC) Trade Union Law. Article 40 The company shall allocate 2% of the total wages of its employees to the trade union every month. The trade union of this enterprise shall be used in accordance with the measures for the management of trade union funds of the All-China Federation of Trade Unions. Chapter IX Insurance Article 41 All insurances of the company are insured with insurance companies in China, including the types of insurance, insurance value and insurance period. It is decided by investors according to the regulations of insurance companies. Chapter X Term, Termination and Liquidation Article 42 The term of operation of the company is _ _ _ years, counting from the date when the business license is issued. Article 43 Where an investor decides to extend the operation period, it shall submit a written application to the original examination and approval authority at least 180 days before the expiration of the operation period. With the approval of the examination and approval authority, and after going through the registration formalities at the original registration authority, the time limit can be extended. Article 44 Except for the expiration of the operating period, the investor may decide to terminate the company ahead of schedule for the following reasons: 1. Poor management and serious losses; 2. Due to natural disasters, wars and other force majeure, serious losses, unable to continue to operate; 3. Bankruptcy; 4. Violating Chinese laws and regulations, endangering public interests and being revoked according to law; 5. Other reasons for dissolution stipulated in the Articles of Association have appeared. Article 45 Upon the expiration or early termination of the company's operation, the company shall formulate liquidation procedures and principles and establish a liquidation committee. The liquidation committee shall be composed of at least three persons. Article 46 The liquidation committee shall liquidate the company in accordance with the Measures for Liquidation of Enterprises with Foreign Investment. The task of the liquidation committee is to conduct a comprehensive inventory of the company's assets, creditor's rights and debts, prepare the balance sheet and asset catalogue, formulate the liquidation plan, and implement the liquidation plan after the approval of investors. Article 47 During the liquidation period, the liquidation committee shall file a lawsuit or respond to the lawsuit on behalf of the company. Forty-eighth liquidation expenses shall be paid in priority from the existing property of the enterprise. Article 49 After the liquidation of the company, the assets after paying off debts shall be distributed to investors. Article 50 After the liquidation, the company shall go through the formalities of cancellation of registration with the administrative department for industry and commerce, hand in its business license and make an announcement to the public. Chapter I XI Rules and Regulations Article 51 The company formulates the following rules and regulations: the management system, including the authority and working procedures of the management department; 2. Employee code; 3. Labor wage system; 4. Staff attendance, promotion and reward and punishment system; 5. Employee welfare system; 6. Financial system; 7. Liquidation procedures when the company is dissolved; 8 other necessary rules and regulations. Chapter XII Supplementary Provisions Article 52 These Articles of Association are written in Chinese (1). (2) Written in Chinese and French, both texts are equally authentic. If there is any discrepancy between the above two versions, the Chinese version shall prevail. (Note: Select one) The Articles of Association are made in duplicate, one for the investor, one for the examination and approval department and one for the industrial and commercial administration department. Article 53 The conclusion, validity, performance and interpretation of the Articles of Association and its annexes shall be governed by the relevant laws and regulations of China. If China has not promulgated laws on a specific matter, it must refer to international practice. Article 54 The investor's legal documents shall be served by the legal address (unit): the investor shall be responsible for receiving the legal documents after signing the Power of Attorney for Service. Article 54 The Articles of Association shall be approved by the examination and approval authority authorized by People's Republic of China (PRC) and the Ministry of Commerce of People's Republic of China (PRC). Its modification is the same. Article 55 The Articles of Association shall be signed by the legal representative of the investor or his authorized representative on _ _ _ _ _. Signature (seal) of the legal representative of the company or its authorized representative.