中国有限公司章程 英文

公司章程英文版Articles of AssociationOfChongqing, ChinaDate: [ ], 2005Table of ContentsArticle 1 - Name of Company. 3Article 2 - Name of Investor 3Article 3- The Company. 3Article 4- Purpose and Scope of Business of the Company. 4Article 5- Total Amount of Investment and Registered Capital 5Article 6- Encumbrance of Investment 6Article 7- Board of Directors. 6Article 8- Management Organisation. 9Article 9- Labour Management 11Article 10 -Trade Union. 13Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13Article 12 -Bank Accounts and Foreign Exchange. 14Article 13 -Term (15)Article 14 -Early Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article 17 - Rules and Regulations. 18Article 18 -Miscellaneous. 19The 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 Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in Chongqing, PRC.Article 1 - Name of CompanyName of the Company in English:Name of the Company in Chinese:Legal Address:Legal Representative:Position: Nationality:Article 2 - Name of InvestorName of the Investor in English: .Legal Address:Legal Representative:Position:Nationality:Article 3 - The Company3.1 Legal PersonThe 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 comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe Company shall be a limited liability company 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.3.3 Date of EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business License.3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the Chongqing 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 Company4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in Chongqing and other cities in China by adopting advanced and appropriate technologies and scientific management methods and to bring satisfactory economic benefits to the investor.4.2 Business Scope(The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.)Article 5 - Total Amount of Investment and Registered Capital5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 Contribution to Registered CapitalInvestor’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.5.4 Investment CertificatesThe 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.5.5 Differences between Total Amount of Investment and Registered CapitalThe 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.5.6 Changes of Registered Capital and Total Amount of InvestmentAny 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 commerce.Article 6 - Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanimous approval of the Board of Directors and the carrying out procedure to change registration with the original registration body.Article 7 - Board of Directors7.1 Formation of Board(a) The date of issuance of the Company’s Business License shall be the date of the establishment of the Board of Directors (“Board”).(b) The Board of Directors shall be composed of three (3) Directors who shall be all appointed by the Investor. The Directors shall each have a term of office of four (4) years, and each shall be eligible for consecutive terms of office upon reappointment by the Investor. Any vacancy created in the Board of Directors shall be immediately filled by the Investor. The Investor may at any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the remainder of the removed Director’sterm. The Investor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legal representative of the Company and shall have the power to represent and act on behalf of the Company. Whenever the chairman is unable or fails to discharge his duties, the Director having served the longest on the Board shall represent the Company and perform the chairman’s duties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Company and shall have the right to make decisions on all matters of the Company.(b) Resolutions involving the following matters shall be adopted only by the unanimous affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) amendment of the Articles of Association;(ii) increase or assignment of registered capital or the total amount of investment;(iii) merger of the Company with any other economic organisation; and(iv) termination, dissolution or liquidation of the Company, or filing for debtor relief or other related protection by or on behalf of the Company under the Chinese bankruptcy laws or analogous laws or regulations.(c) Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) issuance of any guarantees for the payment obligations of any person or entity or the making of any other financing arrangements, the amount of which is more than RMB 1 million;(ii) mortgage, pledge or granting of a security interest or other types of liens in any building, office space or other fixed assets or capital equipment of the Company, the amount of which is more than RMB 1 million;(iii) loan and/or borrowing, the amount of which is more than RMB 1 million;(iv) rental agreements, the amount of which is more than RMB 1 million;(v) investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB 1 million;(vi) addition of items to or change of the scope of business of the Company;(vii) establishment of branch offices and/or subsidiaries;(viii) change of the legal address of the Company;(ix) distribution and payment of the Company’s profits;(x) appointment, suspension and dismissal of the general manager, deputy general manager and chief financial officer, as well as each of their scope of authority;(xi) approval of remuneration and benefits of the general manager, deputy general manager and chief financial officer under Article 8.1(b);(xii) approval of equity investment with the amount more than RMB 1 million by the Company ;(xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the enterprise expansion fund to be established under PRC law;(xiv) approval of the annual business plan and annual budget of the Company;(xv) approval of the annual auditing report of the Company; and(xvi) other matters the Board considers subject to its approval.7.3 Meetings(a) The first Board meeting shall be held within sixty (60) days from the date of the issuance of the Business License.(b) The Board shall meet at least once a year. Board meetings shall be held at the legal address of the Company unless otherwise determined by the Board of Directors. Two-thirds of all of the Directors shall constitute a quorum for any Board meeting. If at any properly convened meeting, no quorum is present, then the Board shall reconvene at the same time and place one week later unless otherwise notified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings and shall be responsible for convening and presiding over such meetings.(d) The chairman of the Board shall call an interim meeting of the Board under a request therefor from no fewer than one Director specifying the matters to be discussed, and shall notify all Directors in writing the agenda and subject of the meeting.(e) The chairman of the Board shall send written notice to all Directors at least fourteen (14) days prior to any regular, seven (7) days in the case of an interim meeting to be held, stating the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all Directors prior or at the meeting in person, by telephone or by proxy. If notice is not waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and no more than twenty eight (28) days from the date of issuance of the notice in the case of a regular meeting, and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting.(f) Should a Director be unable to attend a Board meeting for any reason, he may appoint a proxy in writing by mail or facsimile or hand-delivery to be present and to vote at the meeting on his behalf. Aproxy may represent one or more Directors. A proxy shall have the same rights and powers as the Director who appointed him.(g) Board resolutions may also be passed through a written circular vote via mail or facsimile exchange. Such written resolutions shall be filed with the minutes of the Board and shall have the same force and effect as a vote taken by the Directors physically present at a meeting.(h) Board meetings may also be held by telephone or other electronic audio means such that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall constitute presence of such Director or his proxy in person at a meeting.(i) Directors shall serve as Directors without remuneration unless otherwise approved by the Board. All reasonable costs, including round-trip airplane tickets and reasonable accommodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company. Remuneration and other expenses of each Director unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a manager or staff employee in the Company, he shall be compensated by the Company according to that position.(j) Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. The duties of the secretary shall include taking minutes of the meeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Company’s head office.Article 8 - Management Organization8.1 Management Organisation(a) The Board of Directors of the Company shall establish a management organisation, which shall be responsible to and under the leadership of the Board and in charge of the day-to-day operation and management of the Company. Unless otherwise decided by the Board, the operation and management organisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the “Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be approved by a majority affirmative vote of the Directors present at a meeting of the Board in person, bytelephone or by proxy.(c) The term of office for the Senior Corporate Officers shall be four years, which terms may be renewed.(d) If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is removed from office by the Board of Directors, the Board shall appoint a replacement.(e) The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding any employment or service contract between the Company and such Senior Corporate Officer but without prejudice to the Senior Corporate Officer’s compensation for termination (if any).(f) The chairman of the Board of Directors and other Directors may concurrently serve as a Senior Corporate Officer as well as any other officer of the Company.8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision to determine, qualify, and change in any way the power, responsibility and authority of the Senior Corporate Officers. The Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition.(b) Subject to any qualifications and limitations as may be set by the Board from time to time, the general manager shall be responsible for the daily management and operation of the Company; the deputy general manager shall, under the leadership of the general manager, assist the general manager in the daily management and operation of the Company; and the chief financial officer shall, under the leadership of the general manager, be responsible for the financial and accounting matters of the Company.(c) The general manager shall prepare the annual business plan and budget for each year for Board approval. Unless the Board shall decide otherwise, the general manager shall submit each year’s business plan and budget to the Board for approval no later than two months prior to the commencement of the fiscal year.8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, any other person, company, unit, entity or organisation or participate in any activities conducted by such person, company, entity, unit or organisation which may, directly or indirectly, conflict or compete with the interest or business of the Company or the Investor Group in China, and for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidiaries, its holding companies, and subsidiaries of its holding companies.(b) All other management personnel of the Company shall be forbidden from concurrently serving for or working at any other company, unit, entity or organisation whatsoever unless authorized by the general manager and approved or ratified by the Board. Any personnel in violation of such prohibition shall be subject to immediate dismissal by the general manager unless the Board shall decide otherwise.8.4 DismissalAny Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in connection with the Company’s business, acts in violation of an y Board decisions or laws, acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause shall be dismissed by the Board of Directors without any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. Any other management personnel who engage in such improper activities shall be immediately dismissed by the general manager.Article 9 - Labour Management9.1 Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreign investment enterprises and shall have complete authority over the hiring and dismissal of its employees. The recruitment, employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insurance, welfare benefits and other matters shall be handled in accordance with the relevant PRC laws.9.2 Labour ContractThe Company shall conclude individual employment contracts with staff and workers directly. The Company shall file such contracts with the Labour Department for the record.9.3 Labour PlanThe labour plan, including the number of employees of the Company and the job descriptions, shall be prepared and determined by the general manager. The employees of the Company shall be required to strictly observe the rules and regulations of the Company. The Company shall recruit and employ only such number of employees as is necessary for its operations. Increase or decrease in the total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require the approval of the general manager.9.4 Labour and Personnel Policies(a) Matters such as employment, dismissal, resignation, wages, insurance, welfare benefits, reward and discipline of staff and workers of the Company as well as title to and the right to apply for copyright protection, patent protection and other rights regarding inventions and works of authorship in the course of employment shall be set by decision of the Board and stipulated in the labour and personnel policies of the Company and the labour contracts between the Company and the employees.(b) The initial labour and personnel policies of the Company shall be prepared by the general manager for approval by the Board. These policies shall be consistent with applicable laws and regulations of China.(c) The general manager shall implement hiring policies whereby all PRC employees of the Company shallbe selected on the basis of examination and shall have the most competitive merits and qualifications. In this regard, upon the receipt of necessary approvals, the Company may hire qualified personnel from any where within China and, if necessary, from foreign countries.(d) The Company shall sign non-competition and confidentiality agreements with its employees in accordance with the principles herein.9.5 Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to the degree of seriousness of the case, give warnings, record demerits, deduct wages, dismiss or otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contract or the rules, regulations or labour discipline of the Company or applicable law.Article 10 - Trade UnionThe staff and workers of the Company may establish a trade union in accordance with the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and the Trade Union Law of the PRC. Activities of the trade union shall be conducted after normal working hours, shall not interfere with the normal operations of the Company and shall conform with the relevant regulations. If a trade union is established by the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wages received by the employees of the Company into the Company’s trade union fund for such trade union’s use in accordance with applicable laws of the PRC on the management of trade union funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits11.1 Taxes(a) The Company shall pay taxes in accordance with relevant PRC laws and regulations. The Company shall apply for all preferential tax and customs treatment available under the PRC law.(b) The Company shall apply for all reductions of or exemptions from relevant taxes, duties and other levies which are now available or will become available for such wholly foreign owned enterprises such as the Company or for the Investor under any laws and regulations of the PRC.11.2 Finances(a) The financial and accounting affairs of the Company shall be handled consistently with the financialand accounting affairs of the Investor Group to the extent not inconsistent with the Foreign Investment Enterprise Accounting System of the PRC and Financial Administration Rules of Foreign Investment Enterprises of the PRC, which are formulated by the Ministry of Finance of the PRC. The Company shall pay all taxation according to relevant laws and regulations of the PRC.(b) The fiscal year of the Company shall start on January 1 of each calendar year and end on December31 of the same year. The last fiscal year of the Company shall start on January 1 of the year of termination or expiration and end on the date of termination or expiration of the Company.(c) The Company shall adopt the internationally recognized accrual basis and debit and credit accounting system. All accounting records, vouchers, books and statements of the Company shall be prepared and kept both in Chinese and, if necessary, Korean as well. The Company shall use Renminbi as the base bookkeeping currencies for its financial statements. The annual, quarterly and monthly reports shall be approved and jointly signed by the general manager and the chief financial officer and shall be prepared and kept in both Chinese and Korean. The chief financial officer shall be responsible for formulating the accounting and administrative measures regarding the Company’s financial affairs, which shall be submitted to the Board for approval.11.3 AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the Board to examine and verify the accounts and books of the Company within three (3) months following the end of each fiscal year. The annual audit report issued by such firm shall be submitted to the Board. The Company shall make available all of its accounting books and records to such auditor and provide convenience for the auditing.11.4 Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to be allocated into the Company’s reserve fund, enterprise expansion fund, and the employee bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and prescription of any limit for the aforesaid funds to be paid out of the after-tax net profits shall be determined by the Board in light of the business and financial conditions of the Company.11.5 Distribution of Profits(a) The Board of Directors may distribute the profits of the Company as and when they deem appropriate.(b) If the Company carries any loss from any previous year, the profits of the current year shall first be used to cover such loss. No profits shall be distributed or re-invested unless and until all deficits from any previous years is fully made up. Any distributable profits retained by the Company and carried over from any previous years that are not re-invested may be distributed together with the distributable profits of the current year.Article 12 - Bank Accounts and Foreign Exchange12.1 AccountsThe Company shall open Renminbi deposit accounts and foreign exchange deposit accounts with financial institutions in China. The Company may also open foreign exchange deposit accounts with foreign financial institutions in foreign countries as designated by the Board of Directors upon approval by the Examination and Approval Authority, if required.12.2 Foreign Exchange(a) The Company shall handle its foreign exchange matters in accordance with applicable PRC foreign exchange laws and regulations.(b) In order to balance the foreign exchange needs of the Company, the Company may adopt any measure and engage in any activity permitted under Chinese law.(c) The Company shall use its foreign exchange according to the following priority unless otherwise determined by the Board of Directors:(i) Payment of compensation to the Company’s expatriate staff;(ii) Payment for materials, equipment, and services the Company imports from abroad;(iii) Payment for any administrative expenses the Company incurs which require foreign exchange payment; (iv) Payment of loan principal and interest and related obligations requiring foreign exchange payment; (v) Payment of profit and dividends to the Investor; and(vi) Payment to the Investor of proceeds from liquidation of assets pursuant to the provisions of Article 15.1.12.3 Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures and income.Article 13 - Term13.1 TermThe duration of the Company shall commence on the date of the issuance of the Company’s Business License and continue for a period of thirty (30) years, unless earlier terminated or further extended as provided herein (“Term”).13.2 ExtensionAfter having been unanimously approved by the Board of Directors or as directed by the Investor, a written application for the extension of duration of the Term of the Company shall be filed to the Examination and Approval Authority six (6) months prior to the expiration date of the Term of the Company.Article 14 - Early Termination14.1 Events of TerminationUpon the occurrence of any of the following events, the Company shall be terminated or reorganized accordingly:(a) The Term of the Company expires and is not extended.(b) The Company has sustained heavy losses for five (5) consecutive years and the Company is unable to achieve its business goals according to the Investor’s discretion.(c) The total or partial operation of the Company is prevented by any unforeseeable and unavoidable event or circumstances beyond the control of the Company including but not limited to, fire, storm, typhoon, flood, earthquake, explosion, war and serious strikes or work strikes or work stoppages for more than six (6) months.(d) Bankruptcy of the Company.(e) The Company is ordered to close in accordance with PRC laws, because of serious violations of PRC laws and regulations and damages to the public interest.(f) The Investor decides to terminate the Company before the expiry of the Term.(g) Other causes for termination stipulated herein.14.2 Examining and Approval AuthorityUnder any of the circumstances stipulated as items (b), (c), (d) and (f) of Article 14.1, the Company shall submit an application to the Examination and Approving Authority for approval to terminate the Company. The。

公司章程中英文对照第一章总则 Chapter 1 General Provisions本公司为有限责任公司。

第三条公司注册地址 Article 3 Registered Address本公司注册地址为[公司注册地址]。

本公司的业务范围包括但不限于：[公司的业务范围描述]。

第三章股东权益与股权转让 Chapter 3 Shareholder's Rights and Transfer of Shares第五条股东权益 Article 5 Shareholder's Rights股东享有按照股权比例分享公司利润的权益，并有权参与公司事务的决策和监督。

第六条股权转让 Article 6 Transfer of Shares在获得其他股东的同意及符合相关法律法规的情况下，股东可以转让其持有的股权。

第四章公司治理 Chapter 4 Corporate Governance公司设立董事会，董事会由几名董事组成，其中包括一名董事长。

第八条董事会职权 Article 8 Powers of the Board of Directors 董事会负责制定公司的战略与发展规划，并对公司的经营管理进行监督和决策。

第九条董事任免 Article 9 Appointment and Removal of Directors董事由股东大会选举产生，任期为五年。

Article 9 Directors are elected by the shareholders' meeting and serve a term of five years.第十条高级管理层 Article 10 Senior Management公司设立总经理，由董事会聘任，并对公司的日常经营管理负责。

第五章财务管理 Chapter 5 Financial Management第十一条财务报告 Article 11 Financial Reports公司应按照相关法律法规的要求，定期编制和公布财务报告。

有限公司章程模板(英文版)LLC AGREEMENT LIMITED LIABILITY COMPANY AGREEMENTOFWELLS REIT II – STERLINGCOMMERCE, LLCThis Limited Liability Company Agreement (togetherwith the schedules attached hereto, this “Agreement”) of Wells REIT II –Sterling Commerce, LLC, a Delaware limited liability company (registered toconduct business in the State of Texas as Wells REIT II – Sterling Commerce GP,LLC) (the “Company”), dated as of November 15, 2006 is entered intoby Wells Operating Partnership II, L.P., a Delaware limited partnership, as thesole member (the “Member”). Capitalized terms used and not otherwisedefined herein have the meanings set forth on Schedule A hereto.RECITALSWHEREAS, the Company was formed as a limited liabilitycompany in Delaware on November 15, 2006, under the name “Wells REIT II –Sterling Commerce, LLC,” pursuant to and in accordance with the DelawareLimited Liability Company Act (6 Del. C. § 18-101, et seq.),as amended from time to time (the “Act”); andWHEREAS, the Company was registered to do business inthe State of Texas on December 13, 2006 under the name of Wells REIT II –Sterling Commerce GP, LLC; andWHEREAS, the parties hereto wish to make thisAgreement the sole governing document of the Company.Now, THEREFORE, the Member hereby agrees as follows:Section 1. Name.The name of the limited liability company is WellsREIT II – Sterling Commerce, LLC.Section 2. Principal BusinessOffice.The principal business office of the Company shall belocated at c/o Wells Operating Partnership II, L.P., 6200 The Corners Parkway,Norcross, Georgia 30092, or such other location as may hereafter be determinedby the Member.Section 3. Registered Office.The address of the registered office of the Company inthe State of Delaware is Corporation Trust Center, 1209 Orange Street,Wilmington, New Castle County, Delaware 19801.Section 4. RegisteredAgent.The name and address of the registered agent of theCompany for service of process on the Company in the State of Delaware are TheCorporation Trust Company, 1209 Orange Street, Wilmington, New CastleCounty,Delaware 19801.Section 5. Members.(a) The mailingaddress of the Member is set forth on Schedule B attached hereto.(b) The Member mayact by written consent. Section 6. Certificates.(a) TheCertificate of Formation of the Company was duly filed with the office of theSecretary of State of the State of Delaware by an “authorized person” withinthe meaning of the Act and is hereby approved and ratified in all respects. TheMember, or such natural persons as the Member may designate, shall execute,deliver and file any other certificates (and any amendments and/or restatementsthereof) necessary for the Company to qualify to do business in anyjurisdiction in which the Company may wish to conduct business.(b) The existenceof the Company as a separate legal entity shall continue until cancellation ofthe Certificate of Formation as provided in the Act.Section 7. Purpose and Term.The purpose to be conducted or promoted by the Company is to engage solely inthe following activities:(b) The term of the Company shall commence on the datethe Certificate of Formation was filed with the Secretary of State of the Stateof Delaware and will continue to the earlier of the date on which the Companyis dissolved in accordance with the Act or this Agreement.2Section 8. Powers.The Company, and the Member on behalf of the Company,(i) shall have and exercise all powers necessary, convenient or incidentalto accomplish its purposes as set forth in Section 7 and(ii) shall have and exercise all of the powers and rights conferred uponlimited liability companies formed pursuant to the Act.Section 9. Management.(a) The businessand affairs of the Company shall be managed by or under the direction of theMember.(b) Powers.The Member shall have the power to do any and all acts necessary, convenient orincidental to or for the furtherance of the purposes describedherein,including all powers, statutory or otherwise. Subject to Sections 7 and 9,the Member has the authority to bind the Company.(c) Member asAgent. To the extent of its powers set forth in this Agreement, the Memberis an agent of the Company for the purpose of the Business, and the actionsofthe Member taken in accordance with such powers set forth in this Agreementshall bind the Company.Section 10. IntentionallyOmitted.Section 11. IntentionallyOmitted.Section 12. Limited Liability.Except as otherwise expressly provided by the Act, thedebts, obligations and liabilities of the Company, whether arising in contract,tort or otherwise, shall be the debts, obligations and liabilities solely ofthe Company, and the Member shall not be obligated personally for any suchdebt, obligation or liability of the Company solely by reason of being a Memberof the Company.Section 13. CapitalContributions.The Member shall have the right, but not theobligation, to make capital contributions to the Company from time to time. Theprovisions of this Agreement, including this Section 13, areintended to benefit the Member and, to the fullest extent permitted by law,shall not be construed as conferring any benefit upon any creditor of theCompany (other than a Covered Person) (and no such creditor of the Companyshall be a third-party beneficiary of this Agreement) and the Member shall nothave any duty or obligation to any creditor of the Company to make anycontribution to the Company or to issue any call for capital pursuant to this Agreement.3Section 14. Allocationof Profits and Losses.The Company’s profits and losses shall be allocated tothe Member.Section 15. Distributions.Distributions shall be made to the Member at the timesand in the aggregate amounts determined by the Member. Notwithstanding anyprovision to the contrary contained in this Agreement, the Company shall not berequired to make a distribution to the Member on account of its interest in theCompany if such distribution would violate the Act or any other applicable law. Section 16. Books and Records.The Member shall keep or cause to be kept complete andaccurate books of account and records with respect to the Business. The Memberand its duly authorized representatives shall have the right to examine theCompany books, records and documents during normal business hours. TheCompany’s books of account shall be kept using the method of accountingdetermined by the Member. The fiscal year of the Company shall be the calendaryear.Section 17. Other Business.Notwithstanding any other duty existing at law or inequity, the Member and any Affiliate of the Member may engage in, invest orparticipate in other business ventures of every kind and description includingwithout limitation, the ownership of, investment in, or operation andmanagement of real property, whether or not any such business venture competeswith the business of the Company, independently or with others. The Companyshall not have any rights in or to suchindependent ventures or the income orprofits therefrom by virtue of this Agreement.Section 18. Exculpation andIndemnification.(a) To the fullestextent permitted by applicable law, neither the Member nor any officer,director, employee, agent or Affiliate of the foregoing (collectively, the “CoveredPersons”) shall be liable to the Company or any other Person who is boundby this Agreement for any loss, damage or claim incurred by reason of any actor omission performed or omitted by such Covered Person in good faith on behalfof the Company and in a manner reasonably believed to be within the scope ofthe authority conferred on such Covered Person by this Agreement, except that aCovered Person shall be liable for any such loss, damage or claim incurred byreason of such Covered Pe rson’s gross negligence or willful misconduct.(b) To the fullestextent permitted by applicable law, a Covered Person shall be entitled toindemnification from the Company for any loss, damage or claim incurred by suchCovered Person by reason of any act or omission performed or omitted by suchCovered Person4in good faith on behalf of theCompany and in a manner reasonably believed to be within the scope of theauthority conferred on such Covered Person by this Agreement, except that noCovered Person shall be entitled to be indemnified in respect of any loss,damage or claim incurred by such Covered Person by reason of such CoveredPerson’s gross negligence or willful misconductwith respect to such acts oromissions; provided, however, that any indemnity under this Section 18by the Company shall be provided out of and to the extent of Company assetsonly, and the Member shall not have personal liability on account thereof.(c) To the fullestextent permitted by applicable law, expenses (including reasonable legal fees)incurred by a Covered Person defending any claim, demand, action, suit orproceeding shall, from time to time, be advanced by the Company prior to thefinal disposition of such claim, demand, action, suit or proceeding uponreceipt by the Company of an undertaking by or on behalf of the Covered Personto repay such amount if it shall be determined that the Covered Person is notentitled to be indemnified as authorized in this Section 18.(d) A CoveredPerson shall be fully protected in relying in good faith upon the records ofthe Company and upon such information, opinions, reports or statementspresented to the Company by any Person as to matters the Covered Personreasonably believes are within such other Person’s professional or exp ertcompetence and who has been selected with reasonable care by or on behalf ofthe Company, including information, opinions, reports or statements as to thevalue and amount of the assets, liabilities, or any other facts pertinent to theexistence and amount of assets from which distributions to the Member mightproperly be paid.(e) The provisionsof this Agreement, to the extent that they restrict or eliminate the duties andliabilities of a Covered Person to the Company or the Member otherwise existingat law or in equity, are agreed by the parties heretoto replace such otherduties and liabilities of such Covered Person.(f) The foregoingprovisions of this Section 18 shall survive any termination of thisAgreement.Section 19. Assignments.Subject to Section 21, the Member mayassign in whole or in part its limited liability company interest in theCompany as it may determine in its sole discretion. The transferee shall beadmitted to the Company as a member of the Company upon its execution of aninstrument signifying its agreement to be bound by the terms and conditions ofthis Agreement, which instrument may be a counterpart signature page to thisAgreement. Any such transferee may receive an interest in the Company withoutmaking a contribution or being obligated to make a contribution to the Company.If the Member transfers all of its limited liability company interest in theCompany pursuant to this Section 19, such admission shall be deemedeffective immediately prior to the transfer and, immediately following suchadmission, the transferor Member shall cease to be a member of the Company.5Section 20. Resignation.The Member may resign from the Company. If the Memberresigns pursuant to this Section 20, an additional member of theCompany shall be admitted to the Company upon its execution of an instrumentsignifying its agreement to be bound by the terms and conditions ofthisAgreement, which instrument may be a counterpart signature page to thisAgreement. Such admission shall be deemed effective immediately prior to theresignation and, immediately following such admission, the resigning Membershall cease to be a member of the Company. Section 21. Admission ofAdditional Members.One or more additional Members of the Company may beadmitted to the Company with the written consent of the Member.Section 22. Dissolution.(a) The Companyshall be dissolved, and its affairs shall be wound up upon the first to occurof the following: (i) the termination of the legal existence of the lastremaining member of the Company or the occurrence of any other event whichterminates the continued membership of the last remaining member of the Companyin the Company unless the business of the Company is continued in a mannerpermitted by this Agreement or the Act, and (ii) the entry of a decree ofjudicial dissolution under Section 18-802 of the Act. Upon the occurrence ofany event that causes the last remaining member of the Company to cease to be amember of the Company or that causes the Member to cease to be a member of theCompany (other than upon continuation of the Company without dissolutionupon(i) an assignment by the Member of all of its limited liability companyinterest in the Company and the admission of the transferee pursuant to Sections19 and 21, or (ii) the resignation of the Member and the admission ofan additional member of the Company pursuant to Sections 20 and 21), tothe fullest extent permitted by law,the personal representative of such memberis hereby authorized to, and shall, within 90 days after the occurrence of theevent that terminated the continued membership of such member in the Company,agree in writing (i) to continue the Company and (ii) to theadmission of the personal representative or its nominee or designee, as thecase may be, as a substitute member of the Company, effective as of theoccurrence of the event that terminated the continued membership of such memberin the Company.(b) Notwithstanding any other provision of thisAgreement, the Bankruptcy of the Member shall not cause the Member to cease tobe a member of the Company and upon the occurrence of such an event, theCompany shall continue without dissolution.(c) In the eventof dissolution, the Company shall conduct only such activities as are necessaryto wind up its affairs (including the sale of the assets of the Company in anorderly manner), and the assets of the Company shall be applied in the manner,and in the order of priority, set forth in Section 18-804 of the Act.6(d) The Company shall terminate when(i) all of the assets of the Company, after payment of or due provisionfor all debts, liabilities and obligations of the Company shall have beendistributed to the Member in the manner provided for in this Agreement and(ii) the Certificate of Formation shall have been canceled in the mannerrequired by the Act.Section 23. Waiver ofPartition; Nature of Interest.Except as otherwise expressly provided in thisAgreement, to the fullest extent permitted by law, the Member herebyirrevocably waives any right or power that such Person might have to instituteany proceeding at law or in equity to cause the dissolution, liquidation,winding up or termination of the Company. The Member shall not have anyinterest in any specific assets of the Company, and the Member shall not havethe status of a creditor with respect to any distribution pursuant to Section 15hereof. The interest of the Member in the Company is personal property.Section 24. Benefits ofAgreement; No Third-Party Rights.None of the provisions of this Agreement shall be forthe benefit of or enforceable by any creditor of the Company or by any creditorof the Member. Nothing in this Agreement shall be deemed to create any right inany Person (other than Covered Persons) not a party hereto, and this Agreementshall not be construed in any respect to be a contract in whole or in part forthe benefit of any third Person (other than Covered Persons).Section 25. Severability ofProvisions.Each provision of this Agreement shall be consideredseverable and if for any reason any provision or provisions herein aredetermined to be invalid, unenforceable or illegal under any existing or futurelaw, such invalidity, unenforceability or illegality shall not impair theoperation of or affect those portions of this Agreement which are valid,enforceable and legal.Section 26. Entire Agreement.This Agreement constitutes the entire agreement of theparties with respect to the subject matter hereof. Section 27. Binding Agreement.Notwithstanding any other provision of this Agreement,the Member agrees that this Agreement, including, without limitation, Sections7, 8, 9, 18, 19, 20, 21, 22,24, 27 and 29, constitutes a legal, valid and bindingagreement of the Member.7Section 28. GoverningLaw.This Agreement shall be governed by and construedunder the laws of the State of Delaware (without regard to conflict of lawsprinciples), all rights and remedies being governed by said laws.Section 29. Amendments.Agreement may be modified, altered, supplemented oramended pursuant to a written agreement executed and delivered by the Member.Section 30. Counterparts.This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original of this Agreement andall of which together shall constitute one and the same instrument.Section 31. Notices.Any notices required to be delivered hereunder shallbe in writing and personally delivered, mailed or sent by telecopy, electronicmail or other similar form of rapid transmission, and shall be deemed to havebeen duly given upon receipt (a) in the case of the Company, to theCompany at its address in Section 2, (b) in the case of theMember, to the Member at its address as listed on Schedule B attachedhereto and (c) in the case of either of the foregoing, at such otheraddress as may be designated by written notice to the other party.Section 32. Effectiveness.Pursuant to Section 18-201(d) of the Act, thisAgreement shall be effective as of the date first written above.[Signature Page Follows]8IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,has duly executed this Agreement as of the date first written above.SCHEDULE ADefinitionsA. DefinitionsWhen used in this Agreement, the following terms nototherwise defined herein have the following meanings:“Act” has the meaning set forth in the recitalsof this Agreement.“Affiliate” means any Person Controlling orControlled by or under common Control with the Company, including, withoutlimitation, (i) any Person who has a familial relationship, by blood,marriage or otherwise with any Member or employee of the Company, or anyAffiliate thereof, and (ii) any Person that receives compensation for administrative,legal or accounting services from the Company or any Affiliate of the Company.“Agreement” means this Limited LiabilityCompany Agreement of the Company, together with the schedules attached hereto,as amended, restated or supplemented or otherwise modified from time to time.“Bankruptcy” means, with respect to any Person,if such Person (i) makes an assignment for the benefit of creditors,(ii) files a voluntary petition in bankruptcy, (iii) is adjudged abankrupt or insolvent, or has entered against it an order for relief, in anybankruptcy or insolvency proceedings, (iv) files a petition oranswerseeking for itself any reorganization, arrangement, composition, readjustment,liquidation or similar relief under any statute, law or regulation,(v) files an answer or other pleading admitting or failing to contest thematerial allegations of a petition filed against it in any proceeding of thisnature, (vi) seeks, consents to or acquiesces in the appointment of atrustee, receiver or liquidator of the Person or of all or any substantial partof its properties, or (vii) if 120 days after the commencement of anyproceeding against the Person seeking reorganization, arrangement, composition,readjustment, liquidation or similar relief under any statute, law orregulation, if the proceeding has not been dismissed, or if within 90 daysafter the appointment without such Person’s consent or acquiescence of atrustee, receiver or liquidator of such Person or of all or any substantialpart of its properties, the appointment is not vacated or stayed, or within 90days after the expiration of any such stay, the appointment is not vacated. Theforegoing definition of “Bankruptcy” is intended to replace and shall supersedeand replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and18-304 of the Act.“Business” means: (i) to acquire theProperty, and (ii) to own, hold, sell, assign, transfer, lease, mortgage,pledge, manage, operate and otherwise deal with the Property.“Certificate of Formation” means theCertificate of Formation of the Company filed with the Secretary of State ofthe State of Delaware, as amended or amended and restated from time to time.1“Company” means Wells REIT II – Sterling Commerce, LLC, a Delawarelimited liability company (registered to conduct business in the State of Texasas Wells REIT II – Sterling Commerce GP, LLC).“Control” means, when used with respect to anyspecified Person, the power to direct the management and policies of suchPerson, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise. “Controlling” and “Controlled” shall havecorrelative meanings.“Covered Persons” has the meaning set forth in Section 18(a).“Material Action” means to instituteproceedings t o have the Company be adjudicated bankrupt or insolvent, orconsent to the institution of bankruptcy or insolvency proceedings against theCompany or file a petition seeking, or consent to, reorganization or reliefwith respect to the Company under any applicable federal or state law relatingto bankruptcy, or consent to the appointment of a receiver, liquidator,assignee, trustee, sequestrator (or other similar official) of the Company or asubstantial part of its property, or make any assignment for the benefit ofcreditors of the Company, or admit in writing the Company’s inability to payits debts generally as they become due, or take action in furtherance of anysuch action, or, to the fullest extent permitted by law, dissolve or liquidatethe Company.“Member” means Wells Operating Partnership II,L.P., a Delaware limited partnership, and any successor to theMember appointedpursuant to this Agreement, and includes any Person admitted as an additionalmember of the Company or a substitute member of the Company pursuant to theprovisions of this Agreement, each in its capacity as a member of the Company.“Person” means any individual,corporation,partnership, joint venture, limited liability company, limited liabilitypartnership, association, joint stock company, trust (including any beneficiarythereof), unincorporated organization, or other organization, whether or not alegal entity, and any governmental authority.“Property” means the real property andimprovements commonly referred to as __________ located in Irving, Texas.B. Rules of ConstructionDefinitions in this Agreement apply equally to boththe singular and plural forms of the defined terms. The words “include” and“including” shall be deemed to be followed by the phrase “without limitation.”The term s “herein,” “hereof” and “hereunder” and other words of similar importrefer to this Agreement as a whole and not to any particular Section, paragraphor subdivision. The Section titles appear as a matter of convenience only andshall not affect the interpretation of this Agreement. All Section, paragraph,clause, Exhibit or Schedule references not attributed to a particular documentshall be references to such parts of this Agreement.2SCHEDULE B Member。

公司章程英⽂版（2）公司章程范本英⽂版 Article 22 When a shareholders’ meeting is to be convened, a notice shall be served to all shareholders 15 days in advance. Any shareholder who cannot attend due to some reasons may appoint a representative to attend on his behalf. ⼀般情况下，经全体股东⼈数半数(含半数)以上，并且代表⼆分之⼀表决权的股东同意，股东会决议⽅为有效。

Generally, a resolution is deemed valid on a shareholders’ meeting when it is approved by 1/2 (or more) of all shareholders and by over 1/2 voting right. 修改公司章程，必须经过全体股东⼈数半数(含半数以上，并且代表三分之⼆以上表决权的股东同意，)股东会决议⽅为有效。

Any modification to these articles of association must not become valid until it is approved by 1/2 (or more) of all shareholders and by over 2/3 voting right at a shareholders’ meeting. 第⼆⼗三条股东会应当对所议事项的决定作成会议记录，出席会议的股东应当会议记录上签名。

Article 23 The shareholders’ meeting shall keep meeting minutes of decisions discussed, and shareholders attending the meeting shall sign on the meeting minutes. 第五章执⾏董事Article 5 Executive Director 第⼆⼗四条公司不设董事会，设执⾏董事⼀名，执⾏董事⾏使董事会权利。

公司章程英文范本BYLAWS OF COMPANY ABCArticle I: Name and OfficesSection 1. Name. The name of the corporation shall be Company ABC.Section 2. Offices. The registered office of the corporation required by law to be maintained in the State of [State], and the principal office of the corporation shall be located at [Address]. The corporation may have such other offices, either within or outside the State of [State], as the Board of Directors may designate or as the business of the corporation may require from time to time.Article II: PurposeSection 1. Purpose. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of [State].Article III: ShareholdersSection 1. Annual Meeting. An annual meeting of the shareholders shall be held each year on a date and time designated by the Board of Directors.Section 2. Notice of Meetings. Notice stating the place, date, and hour of the annual meeting shall be given to each shareholder entitled to vote at the meeting not less than [number] days nor more than [number] days before the date of the meeting.Article IV: Board of DirectorsSection 1. Powers and Duties. The board of directors shall managethe business and affairs of the corporation and shall have all the powers of the corporation, except as otherwise provided by law or in the articles of incorporation.Section 2. Number and Election. The number of directors of the corporation shall be [number], and the directors shall be elected at the annual meeting of shareholders.Section 3. Term of Office. Each director shall hold office for a term of [number] years or until a successor has been elected and qualified.Section 4. Meetings. The board of directors shall meet as often as necessary, but at least [number] times per year, at a time and place designated by the board.Article V: OfficersSection 1. Officers. The officers of the corporation shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the board of directors.Section 2. Duties. The President shall be the chief executive officer of the corporation and shall have general and active management of the business of the corporation.Section 3. Term of Office. Each officer shall serve for a term of [number] years, or until a successor has been elected and qualified. Article VI: AmendmentsSection 1. Amendments. These bylaws may be amended or repealed, or new bylaws adopted, by the affirmative vote of a majority of the board of directors.IN WITNESS WHEREOF, the undersigned has executed these bylaws as of [Date].____________________________ [Name][Title]。

Articles of Association目录 Contents第一章总则Chapter 1: General Principle第二章公司的成立Chapter 2: The Establishment of the Company第三章公司经营范围Chapter 3: Business Scope of the Company第四章公司注册资本及股东的姓名（名称）、出资方式、出资额、出资时间Chapter 4: The Registered Capital of the Company, Names of the Shareholders, the Type, Amount and Schedule of Capital Contribution第五章公司的机构及其产生办法、职权、议事规则Chapter 5: The Company's Organizational Structure, its Establishment and Power, and Procedures第六章公司的法定代表人Chapter 6: The Legal Representative of the Company第七章股权转让Chapter 7: Share Transfer第八章经营场地Chapter 8: Operation Site第九章劳动管理Chapter 9: Labour Management第十章财务与会计Chapter 10: Financial Affairs and Accounting第十一章税收和保险Chapter 11: Tax and Insurance第十二章知识产权Chapter 12: Intellectual Property第十三章营业期限Chapter 13: The Term of the Company第十四章终止、解散和清算Chapter 14: Termination, Dissolution and Liquidation第十五章附则Chapter 15: Supplemental Provisions第一章总则Chapter 1: General Principle第一条依据《中华人民共和国公司法》（以下简称《公司法》）及有关法律、法规的规定，由_____方共同出资，设立______公司（以下简称“公司”），特制定本章程。

Articles of Association目录 Contents第一章总则Chapter 1: General Principle第二章公司的成立Chapter 2: The Establishment of the Company第三章公司经营范围Chapter 3: Business Scope of the Company第四章公司注册资本及股东的姓名（名称）、出资方式、出资额、出资时间Chapter 4: The Registered Capital of the Company, Names of the Shareholders, the Type, Amount and Schedule of Capital Contribution第五章公司的机构及其产生办法、职权、议事规则Chapter 5: The Company's Organizational Structure, its Establishment and Power, and Procedures第六章公司的法定代表人Chapter 6: The Legal Representative of the Company第七章股权转让Chapter 7: Share Transfer第八章经营场地Chapter 8: Operation Site第九章劳动管理Chapter 9: Labour Management第十章财务与会计Chapter 10: Financial Affairs and Accounting第十一章税收和保险Chapter 11: Tax and Insurance第十二章知识产权Chapter 12: Intellectual Property第十三章营业期限Chapter 13: The Term of the Company第十四章终止、解散和清算Chapter 14: Termination, Dissolution and Liquidation第十五章附则Chapter 15: Supplemental Provisions第一章总则Chapter 1: General Principle第一条依据《中华人民共和国公司法》（以下简称《公司法》）及有关法律、法规的规定，由_____方共同出资，设立______公司（以下简称“公司”），特制定本章程。

XXXXXXXX Co., Ltd.Articles of AssociationFor 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 Republi c 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 CompanyArticle 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 CityChapter Two Scope of BusinessArticle 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 CapitalArticle 4: The Company’s register ed 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 ObligationsArticle 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) V oting 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 ContributionArticle 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 andRules of ProcedureArticle 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.Article 15: The shareholders’ meetings shall be classi fied into regular meetings and temporary meetings. All shareholders shall be notified 15 days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rights can propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors and the shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties, the supervisor of the Company may convene and preside over such meetings; if the supervisor is unable to perform his duties, the shareholder representing 1/10 or more of the voting rights can propose to hold the shareholders’ meeting at his discretion.Article 17:Shareho lders’ meeting shall make a resolution to the concerned matters, which shall be adopted by the shareholders representing 2/3 or more of the voting rights, while the resolution made at a shareholders’ meeting on increasing or reducing the registered capital, merger, split-up, dissolution or change of the Company form or amending the Articles of Association shall be adopted by the shareholders representing 2/3 or more of the voting rights. The board of shareholders shall make the meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meeting minutes.Article 18:The Company sets one executive director, which shall be elected by the shareholders’ meeting. The executive d irectors’ t erm of office shall be 3 years. The executive director may, after the expiry of his term of office, hold a consecutive term upon re-election. The executive director shall exercise the following authorities:1. Convening shareholders’ meeting and reporting the status on work thereto;2. Carrying out the resolutions made at the shareholders’ meetings;3. Determining the operation plans and investment plans of the Company;4. Working out the annual financial budget plans and final account plans of the Company;5. Working out the profit distribution plans and loss recovery plans of the Company;6. Working out the plans on the increase or decrease of registered capital, and issuance of bonds of the Company;7. Drawing out the plans on merger, split-up, dissolution, change of the Company form, and etc. of the Company;8. Making decisions on the establishment of the internal management departments of the Company;9. Making decisions on nomination and election of manager of the Company, and, according to the nomination of the manager, deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remunerations;10. Drafting the Company’s basic management system;11. Other duties as specified in Articles of Association.Article 19: The Company sets one manager who shall be appointed or dismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the following authorities:1. Taking charge of the management of the production and business operations of the Company;2. Organizing the execution of the Company’s annual operational plans and investment plans;3. Drafting plans on the establishment of the Company’s internal management departments;4. Drafting the Company’s basic management system;5. Formulating the Company’s concrete bylaws;6. Proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance;7. Determining to hire or dismiss the persons-in-charge other than those who shall be decided by the executive director;The manager attends the shareholders’ meetings as a non-voting delegate.Article 20: The Company sets one supervisor who shall be elected by board of shareholders. The term of office of the supervisor shall be three years, and the supervisor may, after the expiry of his term of office, hold a consecutive term upon re-election.Article 21: The supervisor shall exercise the following authorities:1. Checking the financial affairs of the Company;2. Supervising the duty-related acts of executive directors and managing officers who violate any law, regulation, the Articles of Association of the Company;3. Demanding any executive directors and managing officers to make corrections if his act has injured the interests of the Company;4. Proposing to convene the temporary shareholders’ meeting and convening and presiding over the shareholder’s meeting when the executive director fails to convene and preside over the shareholder’s meeting.5. Bringing a lawsuit against the executive directors and managing officers.The supervisor attends the shareholders’ meeting as a non-voting delegate.Article 22: The executive director and managing officers of the Company shall not act as the supervisor at the same time.Chapter Eight Legal Representative of the CompanyArticle 23: The executive director is the legal representative of the Company. The executive director’s t erm of office shall be no more than 3 years. The executive director shall be elected and dismissed by the board of shareholders, and who may, after the expiry of his term of office, hold a consecutive term upon re-election.Article 24: The legal representative shall exercise the following authorities:1.Convening and carrying out the board resolutions, and reporting the status on work toboard of shareholders;2.Carrying out the resolutions made at the shareholders’ meetings and board meetings;3.Signing relevant documents on behalf of the Company;4.Nomination of the manager of the Company, who shall be employed and dismissed by theexecutive director.Chapter Nine Financial and Accounting, Profit Distribution and Labor Servant SystemsArticle 25: The Company shall establish the financial and accounting systems of the Company in accordance with the relevant laws, administrative regulations and provisions enacted by the financial control authorities under the State Council, prepare financial statements at a fiscal year ends, and submit to each shareholder before Mar. 31 on the next year.Article 26: Profit distribution of the Company shall be subject to Company Law and relevant laws and regulations and provisions enacted by the financial control authorities under the State Council.Article 27:Labor and employment system shall be subject to relevant national laws, regulations and provisions enacted by ministry of labor under the State Council.Chapter Ten Causes of Dissolution and Liquidation MethodArticle 28: The operation period of the Company is valid till March 30, 2050.Article 29: The Company should be dissolved in case of any of the following circumstances: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;2. The shareholders’ meeting decides to dissolve it;3. It is necessary to be dissolved due to merger or split-up of the Company;4. It is ordered to close down by related administrative organs due to the violation of national laws and administrative regulations;5. The Company is unable to operate due to force majeure;6. The Company is declared bankrupt.Article 30: When the Company is dissolved, a liquidation group shall be formed according to Company Law. After liquidation of the Company is completed, the liquidation group shall formulate a liquidation report, wh ich shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Company registration authority for writing off the registration of the Company, then declare the cancellation of theCompany.Chapter Eleven Other Matters to be Stipulated Shareholder Considers NecessaryArticle 31: The Company may amend the Articles of Association based on demand or matters concerned the registration alteration, the amended articles of association shall not be in contradiction with the laws and regulations, the amendment to the articles of association shall be adopted by all shareholders of the Company by voting. The amended articles of association shall be submitted to former Company registration authority and make relevant alteration registration for registration authority, if any.Article 32: The articles of association shall be interpreted by board of shareholders.Article 33:Registered particulars of the Company shall be subject to confirmation of Company registration authority.Article 34: This Article of Association is established by all investors and shall become effective since the date of establishment of the Company.Article 35: This Article of Association is made in four origin copies, each shareholder keeps one, the Company keeps one, and one for Company registration authority.Signatures of all shareholders:Date。

公司章程英文PreambleThe Articles of Association of the Company are hereby established in accordance with the relevant laws and regulations of the People's Republic of China, for the purpose of regulating the organization and behavior of the Company, safeguarding the legitimate rights and interests of the Company, shareholders, directors, supervisors, and senior management, and promoting the sustained, stable, and healthy development of the Company.Article 1 - Name and domicile of the CompanyThe name of the Company shall be ________________, andits domicile shall be at ________________.Article 2 - Purpose of the CompanyThe purpose of the Company shall be to engage in the business of ________________, in accordance with laws and regulations, and to earn profits for the shareholders.Article 3 - Form and registered capital of the CompanyThe Company shall be a limited liability company with a registered capital of RMB ____________.Article 4 - Shareholders and their rightsThe shareholders of the Company shall enjoy the following rights:(1) To attend or be represented at the Shareholders' Meeting and exercise voting rights in accordance with their shareholding ratio;(2) To enjoy dividend distributions in accordance with their shareholding ratio;(3) To be informed of the Company's business operations, financial condition, and profit and loss status;(4) To elect and be elected as directors or supervisors;(5) To sell or transfer their shares in accordance with laws and regulations;(6) To obtain compensation for losses suffered due to the Company's violation of laws, regulations, or the Articles of Association; and(7) Other rights prescribed by laws and regulations.Article 5 - Obligations of shareholdersThe shareholders of the Company shall fulfill the following obligations:(1) To comply with laws, regulations, and the Articles of Association;(2) To timely contribute capital in accordance with the provisions of the Articles of Association;(3) Not to withdraw their capital contributions without authorization;(4) To safeguard the interests of the Company;(5) To provide information and materials as requested by the Company for business operations; and(6) Other obligations prescribed by laws and regulations.Article 6 - Organization and powers of the Shareholders' MeetingThe Shareholders' Meeting shall be the highest governing body of the Company, and shall exercise the following powers:(1) To decide on major matters related to the Company's business;(2) To elect and replace directors and supervisors;(3) To decide on the remuneration of directors and supervisors;(4) To review and adopt the annual financial statements and profit distribution plans of the Company;(5) To decide on the increase or reduction of registered capital;(6) To adopt resolutions on the merger, division, dissolution, or transformation of the Company;(7) To amend the Articles of Association; and(8) Other powers prescribed by laws and regulations.Article 7 - Board of DirectorsThe Company shall establish a Board of Directors, which shall exercise the following powers:(1) To decide on the Company's business plans and investment plans;(2) To appoint and remove the Company's general manager, deputy general managers, and other senior management personnel, and decide on their remuneration;(3) To formulate the Company's basic management system;(4) To formulate the Company's specific plans for implementing the Shareholders' Meeting resolutions;(5) To propose dividend distribution plans and compensation plans for shareholder losses;(6) To decide on the Company's daily management matters; and(7) Other powers prescribed by laws and regulations or authorized by the Shareholders' Meeting.Article 8 - Powers and obligations of directorsThe directors shall exercise their powers in good faith, in the best interests of the Company, and in accordance with laws, regulations, and the Articles of Association. Theyshall fulfill the following obligations:(1) To diligently perform their duties and exercise their powers in good faith, and maintain the interests of the Company;(2) Not to abuse their authority for personal gain;(3) Not to engage in activities that compete with the Company or damage the Company's interests;(4) To disclose any conflicts of interest promptly;(5) To preserve the confidentiality of the Company's business secrets; and(6) Other obligations prescribed by laws and regulations.Article 9 - Supervisory BoardThe Company may establish a Supervisory Board, whose powers shall include:(1) To supervise the conductof the directors and senior management personnel of the Company;(2) To review and adopt the Company's financialstatements and other financial information;(3) To investigate and handle any violations of laws, regulations, or the Articles of Association by the directors, senior management personnel, or other staff of the Company;(4) To propose suggestions to the Board of Directors on improving the Company's management and supervision systems; and(5) Other powers prescribed by laws and regulations or authorized by the Shareholders' Meeting.Article 10 - Powers and obligations of supervisorsThe supervisors shall exercise their powers in good faith, in the best interests of the Company, and in accordance withlaws, regulations, and the Articles of Association. Theyshall fulfill the following obligations:(1) To diligently perform their duties and exercise their powers in good faith, and maintain the interests of the Company;(2) Not to abuse their authority for personal gain;(3) To disclose any conflicts of interest promptly;(4) To preserve the confidentiality of the Company's business secrets;(5) To attend and vote at meetings of the Supervisory Board; and(6) Other obligations prescribed by laws and regulations.Article 11 - Amendments to the Articles of AssociationAny amendments to the Articles of Association shall be adopted by a resolution of the Shareholders' Meeting, and shall be effective upon approval by the company registration authority. Amendments shall be made in accordance with laws, regulations, and the procedures prescribed by the Articles of Association.These are just some basic provisions of a company's Articles of Association. The specific content and structure may vary depending on the company's circumstances, business model, and legal requirements.。

有限责任公司章程(中英文)---副本Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《中华人民共和国公司法》、《深圳经济特区有限责任公司条例》和有关法律法规，制定本章程。

Article 1 These articles are formulated in accordance with the Company Law of the P.R.C., the Regulations of Shenzhen Special Economic Zone on Limited Liability Companies, and relevant laws and regulations.第二条本公司（以下简称公司）的一切活动必须遵守国家的法律法规，并受国家法律法规的保护。

Article 2 The current business (hereinafter “the Company”) shall conduct all activities in accordance with state laws and regulations, and subject to the protection thereof.第三条公司在深圳市工商行政管理局登记注册。

Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau.名称： Company name: Jiande Dijia Textiles Co., Ltd.住所： Domicile: Huangliyang industrial zone,Qiantantown,Jiande,Zhejiang,China第四条公司经营范围为：纺织品的生产，销售，经营货物进出口。