Template Articles of Association of Construction Company

Chapter 1 General Provisions

Article 1 is based on the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law" 》) and relevant laws and regulations, this Articles of Association is specially formulated.

Article 2 If any clause in this charter is inconsistent with laws, regulations, and rules, the provisions of laws, regulations, and rules shall prevail.

Chapter 2 Company Name and Residence

Article 3 Company Name: Nanjing Huaxia Construction and Installation Engineering Co., Ltd.

Article 4 Residence: Jianye District, Nanjing City Room 202, Unit 2, Building 2, No. 90

Chapter 3 Company Business Scope

Article 5 Company Business Scope: Building and installation engineering construction; housing construction engineering, municipal engineering, earthwork engineering, Decoration engineering, steel structure engineering, foundation and basic engineering, sports venue facility engineering design and construction, steel, building materials, machinery and equipment sales.

Chapter 4 The registered capital of the company and the name of the shareholder, the method of investment, the amount of investment, and the time of investment

Article 6 The registered capital of the company: 9 million yuan.

Article 7 The name of the shareholder, the amount of capital subscribed and paid in, the time of capital contribution, and the method of capital contribution are as follows:

Name of shareholder, shareholder ID number, subscription status (10,000 yuan) Actual payment (10,000 yuan) Investment amount Investment method Investment amount Investment time Investment method Ma Liang 526 Currency

26

500 July 8, 2004

Currency on March 11

Currency Lin Yong 167.5 Currency 32.5

135 July 8, 2004

Currency on March 11

Currency Huarui 206.5 Currency

6.5

200 July 8, 2004

March 11 Currency

Currency merger 900 900 including currency 865

Chapter 5 The company’s organization and its formation method, powers, and rules of procedure

Article 8 The shareholders’ meeting is composed of all shareholders and is the company’s The authority exercises the following powers:

(1) Determine the company’s business policies and investment plans;

(2) Elect and replace supervisors who are not employee representatives, and decide on relevant supervisors remuneration matters;

(3) Review and approve the report of the executive director;

(4) Review and approve the report of the supervisor;

(5) Review and approve the company annual financial budget plan and final accounts plan;

(6) Review and approve the company’s profit distribution plan and loss-making plan;

(7) Make decisions on the company’s increase or decrease in registered capital Resolution;

(8) Resolution on the issuance of corporate bonds;

(9) Resolution on the merger, division, dissolution, liquidation or change of company form;

< p>　(10) Modification of the Articles of Association;

Article 9 The first meeting of shareholders shall be convened and chaired by the shareholder with the largest capital contribution.

Article 10: At the shareholders’ meeting, shareholders shall exercise their voting rights in proportion to their capital contributions.

Article 11 Shareholders’ meetings are divided into regular meetings and extraordinary meetings.

When convening a shareholders’ meeting, all shareholders must be notified fifteen days before the meeting.

Regular meetings are held once a year. Shareholders representing more than one-tenth of the voting rights shall convene a temporary meeting if the executive director or supervisor proposes to hold a temporary meeting.

Article 12 The shareholders’ meeting shall be convened and presided over by the executive director. If the executive director is unable or fails to perform his duty to convene a shareholders' meeting, the supervisor shall convene and preside over it; if the supervisor fails to convene and preside over it, shareholders representing more than one-tenth of the voting rights may convene and preside over it themselves.

Article 13 The shareholders’ meeting shall make resolutions to amend the company’s articles of association, increase or decrease the registered capital, as well as resolutions to merge, split, dissolve or change the company’s form, and must be approved by more than two-thirds of the voting rights of the representatives. shareholders passed.

Article 14 The company shall have executive directors, who shall be elected by the shareholders’ meeting.

Article 15 The executive director is responsible for the shareholders’ meeting and exercises the following powers:

(1) Responsible for convening the shareholders’ meeting and reporting work to the shareholders’ meeting;

(2) Implement the resolutions of the shareholders’ meeting;

(3) Decide on the company’s business plan and investment plan;

(4) Formulate the company’s annual financial budget plan and final accounts plan;

(5) Formulate the company’s profit distribution plan and loss compensation plan;

(6) Formulate the company’s plan to increase or reduce the registered capital and issue corporate bonds;

< p>(7) Formulate plans for company merger, division, change of company form, and dissolution;

(8) Decide on the establishment of the company’s internal management organization;

(9) Decide on appointment or Dismissal of the financial director and remuneration matters;

(10) Formulating the company’s basic management system;

Article 16: Set up a supervisor who shall be elected by the shareholders’ meeting.

Article 17 Supervisors shall exercise the following powers:

(1) Inspect the company’s finances;

(2) Perform company duties on executive directors and senior managers Supervise the behavior of executive directors and senior managers who violate laws, administrative regulations, company articles of association or shareholders' meeting resolutions, and make recommendations for removal;

(3) When the behavior of executive directors and senior managers harms When the interests of the company are in the interests of the company, request the executive directors and senior managers to make corrections;

(4) Propose to convene an extraordinary shareholders’ meeting, and convene and preside over the shareholders’ meeting when the executive director fails to perform the duties of convening and presiding over the shareholders’ meeting as stipulated in this Law. Preside over the shareholders' meeting;

(5) Put forward proposals to the shareholders' meeting;

(6) In accordance with the provisions of Article 152 of the "Company Law", evaluate the executive directors , senior managers file a lawsuit;

Supervisors can conduct investigations if they find abnormalities in the company's operating conditions; if necessary, they can hire an accounting firm to assist them in their work, and the expenses will be borne by the company.

Article 18 The company shall have a manager, whose appointment or dismissal shall be decided by the executive director. The manager is responsible to the executive director and exercises the following powers:

(1) Preside over the company’s production and operation management and organize the implementation of the decisions of the board of directors;

(2) Organize the implementation of the company’s annual business plan and investment plans;

(3) Formulate the company’s internal management organization plan;

(4) Formulate the company’s basic management system;

(5) Formulate The specific rules and regulations of the company;

(6) To propose the appointment or dismissal of the company’s deputy manager and financial controller;

(7) The decision to appoint or dismiss shall be made by the executive director except Responsible management personnel other than;

(8) Other powers granted by the executive director.

Chapter 6 Legal Representative of the Company

Article 19: The executive director is the legal representative of the company, with a term of three years. Upon expiration of the term, he may be re-elected.

Chapter 7 Other matters deemed necessary to be stipulated by the shareholders' meeting

Article 20 The company's business period is long-term and shall be calculated from the date of issuance of the company's business license.

Article 21 Shareholders may transfer part or all of their capital contributions to each other.

Article 22 The transfer of equity by a shareholder to a person other than the shareholder shall require the consent of a majority of the other shareholders. Shareholders shall notify other shareholders in writing to seek consent regarding the transfer of their equity. If other shareholders do not respond within thirty days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity; if they do not purchase, it will be deemed to have agreed to the transfer.

For equity transferred with the consent of shareholders, other shareholders have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase proportions; if the negotiation fails, the right of first refusal shall be exercised according to the proportion of their respective capital contributions at the time of transfer.

Article 23 The company’s investment in other enterprises or provision of guarantees for others shall be decided by the shareholders’ meeting.

If the company provides a guarantee for a shareholder or actual controller of the company, the shareholder or the shareholder controlled by the actual controller shall not participate in the voting. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.

Article 24 Shareholders shall receive dividends in proportion to their actual capital contribution.

Article 25 The company’s appointment and dismissal of the accounting firm that undertakes the company’s audit business shall be decided by the shareholders’ meeting.

Chapter 8 Supplementary Provisions

Article 26 Company registration matters shall be subject to the approval of the company registration authority.

Article 27 This Article of Association shall be made in triplicate and one copy shall be submitted to the company registration authority.

Signature of legal representative:

March 10, 2016