【正文】 公司章程英文版 Company Articles of Association GuangZhou, China Date: [ ], 2020 Table of Contents Article 1 Name of Company. 3 Article 2 Name of Investor 3 Article 3 The Company. 3 Article 4 Purpose and Scope of Business of the Company. 4 Article 5 Total Amount of Investment and Registered Capital 5 Article 6 Encumbrance of Investment 6 Article 7 Board of Directors. 6 Article 8 Management Organisation. 9 Article 9 Labour Management 11 Article 10 Trade Union. 13 Article 11 Taxes, Finance, Audit and Distribution of Profits. 13 Article 12 Bank Accounts and Foreign Exchange. 14 Article 13 Term... 15 Article 14 Early Termination. 16 Article 15 Liquidation. 17 Article 16 Insurance. 18 Article 17 Rules and Regulations. 18 Article 18 Miscellaneous. 19 The present articles are hereby formulated by . (hereinafter referred to as the “Investor”) in accordance with the Law of the People’s Republic of China (“PRC”) on Wholly ForeignOwned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreignowned enterprise (the “Company”) in GuangZhou, PRC. Article 1 Name of Company Name of the Company in English: Name of the Company in Chinese: Legal Address: Legal Representative: Position: Nationality: Article 2 Name of Investor Name of the Investor in English: . Legal Address: Legal Representative: Position: Nationality: Article 3 The Company Legal Person The Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Company shall ply with applicable PRC laws and regulations. Limited Liability Company The Company shall be a limited liability pany under the laws of the PRC. The liability of the Investor for the losses, risks, liabilities and any other obligations whatsoever of the Company shall be limited to the registered capital of the Company. Date of Establishment The date of the establishment of the Company shall be the date on which the Company is issued its Business License. Branches The Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the GuangZhou Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Examination and Approval Authority”). Article 4 Purpose and Scope of Business of the Company Purpose The purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in GuangZhou and other cities in China by adopting advanced and appropriate technologies and scientific management methods and to bring satisfactory economic benefits to the investor. Business Scope (The business scope mentioned above shall be subject to the approval of the related industrial and mercial authority.) Article 5 Total Amount of Investment and Registered Capital Total Amount of Investment The total amount of investment of the Company shall be. Registered Capital The registered capital of the Company shall be . Contribution to Registered Capital Investor’s contribution to the registered capital of the Company shall be in cash. The registered capital of the Company shall be paid by the Investor in instalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date of Establishment. The balance of the registered capital shall be fully paid with three (3) years after the Date of Establishment according to relevant Chinese laws and regulations. Investment Certificates The Company shall retain at its expense a certified public accountant registered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis of such report. Differences between Total Amount of Investment and Registered Capital The difference between the total amount of investment and registered capital of the Company may, pursuant to the decision of the Board in accordance with the business needs of the Company, be raised by the Company through loans from domestic and/or foreign financial institutions. Changes of Registered Capital and Total Amount of Investment Any changes in the registered capital and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authority for approval. Upon receipt of such approval, the Company shall register the changes in the registered capital and/or total amount of investment with the original department of administration of industry and merce. Article 6 Encumbrance of Investment The Investor shall have the right to assign, s