青岛希尼尔翻译公司（www.sinosenior.com）2019年1月2日编辑整理：

XXXXXXXX Co., Ltd.

Articles of Association

For the purpose of adapting to the requirements of socialist market economy and developing productivity, the Articles of Association is made and reentered in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail.

Chapter One Name and Address of the Company

Article 1: The Company’s name: XXXXXXXX Co., Ltd. (hereinafter referred to as the Company)

Article 2: The Company’s address: Post Place of Guozhuang Town, Pingdu City

Chapter Two Scope of Business

Article 3: The scope of business: production and processing of salted vegetables, fresh vegetables, pepper and other agricultural products (sanitation license shall be valid before April 29, 2013); import and export of goods.

  Chapter Three Registered Capital

Article 4: The Company’s registered capital is RMB 7.8 million Yuan.

Where the Company is to increase or decrease the registered capital, shareholders representing 2/3 or more of the voting rights must approve and adopt the resolution. In increasing the registered capital, the shareholders shall subscribe the additional capital investment, which shall be subject to the relevant regulations on capital contribution for establishment of a limited Company. In reducing the registered capital, the Company shall inform the creditors within 10 days and publish at newspapers within 30 days after the resolution is made. Within 30 days upon receipt of the notice, the creditor who fails to receive the notice, is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through the procedures for registration of change at the Company registration organ if applicable.

Chapter Four Names of Shareholders, Forms and Amount of Investment

Article 5: The names of shareholders, forms and amount of investment of shareholders are as follows:

Lu Ruihong: amount of investment: RMB 1,656,759.64 Yuan, accounting for 21.24% of the registered capital, in the form of money, with the investment fully funded before Aug. 24, 2000.

Song Lixian: amount of investment: RMB 6,143,240.36 Yuan, accounting for 78.76% of the registered capital, in the form of money, with the investment fully funded before May 14, 2011.

Article 6: All shareholders shall be issued Capital Contribution Certificate after the Company was established.

Chapter Five Shareholders’ Rights and Obligations

Article 7: Shareholders’ rights

(1)  Attending or authorizing representatives to attend board of shareholders and exercising voting power according to their contribution proportions;

(2)  Being aware of the Company’s operation and financial status;

(3) Voting and being voted to be executive directors or supervisors;

(4) Acquiring and transferring dividends according to laws, regulations and Articles of Association;

(5) Preempting the contributions that other shareholders have transferred;

(6) Preempting the newly-added registered capital of the Company according to their contribution proportions;

(7) After termination of the Company, acquiring the residual assets of the Company according to laws;

(8) Reading the minutes of shareholders’ meeting and financial reports of the Company.

Article 8: Shareholders’ obligations:

1. Abiding by Articles of Association;

2. Paying the capital contributions they subscribed to on time;

3. Bearing debts of the Company on the basis of capital contributions they subscribed to;

4. Shall not withdraw the capital contribution after the Company is registered.

Chapter Six Conditions for Transferring Capital Contribution

Article 9: The shareholders have the right to transfer all or part of the capital contributions to each other.

Article 10: Transferring capital contribution of shareholders shall be negotiated by board of shareholders. If it is transferred to non-shareholders, it must be approved by majority of all shareholders. The shareholders inform other shareholders in written form for approval on the equity transfer, and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more than half of the shareholders don’t approve such transfer, they must purchase part of the transferred capital contribution. Otherwise, it is regarded to consent to such transfer.

Article 11: The Company should record the name, address and capital contribution of assignee into shareholders list after the shareholder transferred their contribution.

Chapter Seven Organizations of the Company and its Formation, their Functions and Rules of Procedure

Article 12: The shareholders’ meeting of the Company shall comprise all the shareholders; it shall be the top authority of the Company and exercise the following authorities:

1. Determining the Company’s operation guidelines and investment plans;

2. Electing and changing the director and supervisor not assumed by the employee’s representative, and determining the matters concerning his remuneration;

3. Deliberating and approving the reports of executive director;

4. Deliberating and approving the reports of supervisor;

5. Deliberating and approving annual financial budget plans and final account plans of the Company;

6. Deliberating and approving profit distribution plans and loss recovery plans of the Company;

7. Making resolutions on the increase or decrease of the Company’s registered capital;

8. Making resolutions on the issuance of bonds of the Company;

9. Making resolutions on the merger, split-up, change of Company form, dissolution and liquidation etc;

10. Revising the Articles of Association of the Company.

If the shareholders are unanimous on the matters shown above in written form, the shareholders may make a resolution directly without holding the shareholder’s meeting, and all the shareholders shall sign and fix the seal on the resolution.

Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions.

Article 14: The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their contribution proportion respectively.