/Northeast Pharmaceutical: Articles of Association

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Northeast Pharmaceutical: Articles of Association

Shenzhen Stock Exchange

2026/03/05

Articles of Association of Northeast Pharmaceutical Group Co., Ltd.

March 2026

Chapter 1 General Principles

Article 1 In order to regulate the organization and behavior of the company, safeguard the legitimate rights and interests of the company, shareholders and creditors, and regulate the organization and behavior of the company, these Articles of Association are formulated in accordance with the Articles of Association of the Communist Party of China, the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and other relevant regulations.

Article 2 The company is a joint-stock limited company (hereinafter referred to as the "company") established in accordance with the Company Law and other relevant regulations. The company was approved by Shenyang Municipal Economic Structural Reform Commission Shen Ti Gaifa (1992) No. 30 document and was established through targeted raising on June 10, 1993. It was registered with the Shenyang Administration for Industry and Commerce and obtained a business license. The unified social credit code is: 91210100243490227Y.

Article 3 The company was approved by the China Securities Regulatory Commission Guojian Fa Shen Zi [1996] No. 41 and [1996] No. 42 to issue 50 million RMB ordinary shares to the public for the first time and was listed on the Shenzhen Stock Exchange on May 23, 1996.

Article 4 Company registered name: Northeast Pharmaceutical Group Co., Ltd. English name: NORTHEAST PHARMACEUTICAL GROUP CO., LTD.

Article 5 Company address: Kunming Lake Street, Shenyang Economic and Technological Development Zone

Postal code: 110027

Company production address: No. 8, Kunming Lake Street, Shenyang Economic and Technological Development Zone and No. 29, Shenxi Liudong Road, Shenyang Economic and Technological Development Zone

Article 6 The registered capital of the company is RMB 1,427,088,265.

Article 7 The business period of the company is fifty years.

Article 8 The chairman of the board of directors is the legal representative of the company.

If the chairman of the board of directors resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within 30 days from the date of resignation.

Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company.

The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.

If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or these Articles of Association.

Article 10 The company shall establish an organization of the Communist Party of China in accordance with the provisions of the Constitution of the Communist Party of China. The party committee shall play the role of core leadership and political core to set the direction, manage the overall situation, and ensure implementation. Establish the party's working institutions, equip them with a sufficient number of party workers, and ensure the working funds of the party organizations.

Article 11 Shareholders shall bear liability for the company to the extent of the shares they subscribe for, and the company shall bear liability for the company's debts with all its assets.

Article 12 The Articles of Association of the Company shall become a legally binding document that regulates the organization and behavior of the Company, the rights and obligations between the Company and its shareholders, and between shareholders from the date of its effective date, and shall be legally binding on the Company, shareholders, directors and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.

Article 13 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's general manager, deputy general manager, secretary to the board of directors, and financial director.

Chapter 2 Business Purpose and Scope

Article 14 The company's business purpose: abide by national laws and regulations, and in accordance with national industrial policies and industry development plans, develop, produce and sell raw materials, pharmaceutical preparations and other products, continuously improve economic benefits, and serve my country's health care and human health.

Article 15 After registration in accordance with the law, the company’s business scope:

General projects: manufacturing of basic chemical raw materials (excluding the manufacture of licensed chemicals such as hazardous chemicals); sales of food additives; sales of feed additives; sales of disinfectants (excluding hazardous chemicals); manufacturing of special chemical products (excluding hazardous chemicals); sales of special chemical products (excluding hazardous chemicals); production of chemical products (excluding licensed chemical products); sales of chemical products (excluding licensed chemical products); cosmetics retail; cosmetics wholesale; technical services, technology development, technical consultation, technical exchanges, technology transfer , technology promotion; environmental consulting services; medical research and experimental development; sewage treatment and recycling; sales of metal materials; leasing of non-residential real estate; leasing of machinery and equipment; leasing and operating services of small and micro buses; office equipment leasing services; leasing of special equipment; manufacturing of medical packaging materials; sales of packaging materials and products; import and export of goods; import and export of technology; food import and export; food sales (only sales of pre-packaged food); Internet sales of food (only sales of pre-packaged food); Internet sales (except for the sale of goods that require a license). (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)

Licensed items: pharmaceutical production; pharmaceutical import and export; food additive production; pharmaceutical wholesale; pharmaceutical retail; feed additive production; hazardous chemical production; hazardous chemical operations; disinfectant production (excluding hazardous chemicals); cosmetics production; food production. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects shall be subject to the approval documents or licenses of relevant departments).

Chapter 3 Shares

Section 1 Share Issuance

Article 16 The company's shares shall be in the form of stocks.

Article 17 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same type shall have equal rights. For shares of the same type issued at the same time, the issuance conditions and price per share shall be the same; subscribers shall pay the same price for each share subscribed.

Article 18 The shares issued by the company shall have their face value expressed in RMB.

Article 19 The shares issued by the company shall be centrally deposited at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.

Article 20 The sponsor of the company is Northeast Pharmaceutical Group Co., Ltd., and the number of shares subscribed is 117,000,000 shares. The capital contribution is the production and operating assets of its affiliated Northeast Pharmaceutical General Factory, Shenyang No. 1 Pharmaceutical Factory and the Supply and Marketing Company of Northeast Pharmaceutical Group Company, as well as the land use rights of the land occupied by the three enterprises. After evaluation and confirmation, the shares will be purchased at a discount. The investment date was 1993.

Article 21 The total number of shares of the company is 1,427,088,265 shares, which are RMB A-share ordinary shares.

Article 22 The company or its subsidiaries (including its affiliated enterprises) shall not provide any assistance in the form of gifts, advances, guarantees, compensation or loans to persons who purchase or intend to purchase the company's shares.

Section 2 Share Increase, Decrease and Repurchase

Article 23 According to the needs of operation and development, in accordance with the provisions of laws and regulations, and after the shareholders' meeting makes separate resolutions, the company may increase capital in the following ways:

(1) Issuance of shares to unspecified objects;

(2) Issuance of shares to specific objects;

(3) Distribute bonus shares to existing shareholders;

(4) Convert public reserve funds into share capital;

(5) Laws, administrative regulations and other methods approved by the China Securities Regulatory Commission.

Article 24 A company may reduce its registered capital. The company shall reduce its registered capital in accordance with the Company Law and other relevant regulations and the procedures stipulated in these Articles of Association.

Article 25 The company shall acquire the company’s shares in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association under the following circumstances:

(1) Reduce the company’s registered capital;

(2) Merge with other companies that hold the company’s shares;

(3) Award shares to the company’s employees for use in employee stock ownership plans or equity incentives;

(4) A shareholder requests the company to acquire his or her shares because he or she objects to the company's merger or division resolution made by the shareholders' meeting;

(5) Use the shares to convert corporate bonds issued by the company that can be converted into stocks;

(6) It is necessary for listed companies to maintain the company's value and shareholders' rights.

Except for the above circumstances, the company does not engage in activities of buying and selling the company's shares.

Article 26 A company may acquire its own shares through public centralized transactions or other methods approved by laws, administrative regulations and the China Securities Regulatory Commission. If the company acquires the company's shares due to the circumstances stipulated in Items (3), (5) and (6) of Article 25 of this Article, it shall conduct it through public centralized transactions.

Article 27 If the company acquires the company's shares due to the reasons mentioned in Items (1) and (2) of Article 25 of this Article, it shall be subject to a resolution of the shareholders' meeting. If the company acquires the company's shares in accordance with the circumstances stipulated in Article 25 (3), (5) and (6) of the Articles of Association, it shall be resolved by a board meeting attended by more than two-thirds of the directors.

After the company acquires its own shares in accordance with the provisions of Article 25, if it falls under the circumstance of item (1), it shall cancel it within 10 days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall transfer or cancel it within 6 months. If a company acquires the company's shares in accordance with the provisions of Article 25 (3), (5) and (6), the total number of shares held by the company shall not exceed 10% of the company's total issued shares, and shall be transferred or canceled within 3 years.

Section 3 Share Transfer

Article 28 The company's shares may be transferred in accordance with the law.

Article 29 The company does not accept its own stocks as the subject of pledge rights.

Article 30 The shares issued before the company's public issuance of shares shall not be transferred within one year from the date the company's shares are listed and traded on the stock exchange.

Directors and senior managers of a company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during the term of office determined at the time of taking office shall not exceed 25% of the total number of shares of the same class held by them; the shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.

Article 31 If shareholders, directors, and senior managers holding more than 5% of the company's shares sell the company's stocks or other equity securities they hold within 6 months after buying them, or buy them again within 6 months after selling them, the proceeds will belong to the company, and the company's board of directors will take back the proceeds. However, securities companies holding more than 5% of the shares due to underwriting the purchase of remaining stocks after the sale are excluded, as well as other circumstances stipulated by the China Securities Regulatory Commission.

The stocks or other equity-type securities held by directors, senior managers, and natural person shareholders referred to in the preceding paragraph include stocks or other equity-type securities held by their spouses, parents, and children and those held using the accounts of others.

If the company's board of directors fails to implement the provisions of the first paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the company's board of directors fails to implement the decision within the above time limit, shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company.

If the company's board of directors fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liability in accordance with the law.

Chapter 4 Shareholders and Shareholders Meeting

Section 1 General Provisions for Shareholders

Article 32 The company shall establish a shareholder list based on the certificates provided by the securities registration agency. The shareholder list is sufficient evidence to prove that shareholders hold the company's shares. Shareholders have rights and assume obligations according to the type of shares they hold; shareholders holding the same type of shares enjoy the same rights and assume the same obligations.

Article 33 When a company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other actions that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. The shareholders who are registered after the market closes on the equity registration date shall be shareholders who enjoy relevant rights and interests.

Article 34 Shareholders of the company enjoy the following rights:

(1) Receive dividends and other forms of benefit distribution based on the share of shares held;

(2) Request, convene, host, participate in, or appoint shareholders’ agents to attend shareholders’ meetings in accordance with the law, and exercise corresponding voting rights;

(3) Supervise the company’s operations and make suggestions or inquiries;

(4) Transfer, donate or pledge the shares it holds in accordance with the provisions of laws, administrative regulations and these Articles of Association;

(5) Review the Articles of Association, shareholder register, corporate bond stubs, shareholders’ meeting minutes, board of directors meeting resolutions, and financial accounting reports;

(6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to the share of shares it holds;

(7) Shareholders who object to the company merger or division resolution made by the shareholders’ meeting require the company to acquire their shares;

(8) Other rights stipulated in laws, administrative regulations, departmental rules or this Charter.

Article 35 If a shareholder requests to review the relevant information or request materials mentioned in the previous article, he shall provide the company with written documents proving the type and number of shares he holds in the company. The company will provide it according to the shareholder's request after verifying the shareholder's identity.

Article 36 If the content of the resolutions of the company's shareholders' meeting or board of directors violates laws and administrative regulations, shareholders have the right to request the People's Court to invalidate the resolutions. If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made.

Article 37 If a director or senior manager other than a member of the audit committee violates laws, administrative regulations or the provisions of these Articles of Association when performing the company's duties and causes losses to the company, shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the audit committee to file a lawsuit in the People's Court in writing; if the audit committee violates laws, administrative regulations or the provisions of the Articles of Association when performing the company's duties and causes losses to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the People's Court.

If the audit committee or the board of directors refuses to file a lawsuit after receiving the written request from the shareholder specified in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests, the shareholder specified in the preceding paragraph has the right to file a lawsuit directly with the People's Court in its own name for the benefit of the company.

If others infringe upon the company's legitimate rights and interests and cause losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit with the People's Court in accordance with the provisions of the previous two paragraphs.

If directors, supervisors or senior managers of a company's wholly-owned subsidiaries perform their duties in violation of laws, administrative regulations or the provisions of these articles of association, causing losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in accordance with the first three paragraphs of Article 189 of the "Company Law" or directly file a lawsuit with the People's Court in their own names.

If a company's wholly-owned subsidiary does not have a board of supervisors or supervisors, but has an audit committee, the provisions of paragraphs 1 and 2 of this article shall apply.

Article 38 If directors or senior managers violate laws, administrative regulations or the provisions of these Articles of Association and harm the interests of shareholders, shareholders may file a lawsuit in the People's Court.

Article 39 Shareholders of a company bear the following obligations:

(1) Comply with laws, administrative regulations and this charter;

(2) Pay the share capital according to the shares subscribed and the method of subscription;

(3) No withdrawal of shares is allowed except under circumstances stipulated by laws and regulations;

(4) A shareholder's rights shall not be abused to harm the interests of the company or other shareholders; a company's independent status as a legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors; if a company shareholder abuses its shareholder rights to cause losses to the company or other shareholders, it shall bear liability for compensation in accordance with the law. If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.

(5) Other obligations stipulated in laws, administrative regulations and this Articles of Association.

Article 40 If a shareholder holding more than 5% of the company's voting shares pledges his or her shares, he or she shall make a written report to the company on the day this fact occurs.

Article 41 The controlling shareholders and actual controllers of the company shall not use their related relationships to harm the interests of the company. Anyone who violates the regulations and causes losses to the company shall be liable for compensation.

The company's controlling shareholders and actual controllers have fiduciary obligations towards the company and its public shareholders. Controlling shareholders should exercise their rights as investors in strict accordance with the law. Controlling shareholders shall not use profit distribution, asset reorganization, external investment, capital occupation, loan guarantees, etc. to harm the legitimate rights and interests of the company and public shareholders, and shall not use their control position to harm the interests of the company and public shareholders.

Section 2 Controlling Shareholders and Actual Controllers

Article 42 The controlling shareholders and actual controllers of a company shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, provisions of the China Securities Regulatory Commission and stock exchanges, and safeguard the interests of listed companies.

Article 43 The company’s controlling shareholders and actual controllers shall comply with the following provisions:

(1) Exercise shareholders’ rights in accordance with the law, and do not abuse control rights or use affiliated relationships to damage the legitimate rights and interests of the company or other shareholders;

(2) Strictly implement the public statements and commitments made, and shall not make any changes or exemptions without authorization;

(3) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;

(4) Company funds shall not be appropriated in any way;

(5) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;

(6) Not to use the company's undisclosed major information to seek benefits, not to leak any undisclosed major information related to the company in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;

(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;

(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;

(9) Other provisions of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.

If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles on directors' duties of loyalty and diligence shall apply. If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.

Article 44 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.

Article 45 When controlling shareholders and actual controllers transfer the shares of the company they hold, they must comply with the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges, and the commitments they have made to restrict share transfers.

Section 3 General Provisions of Shareholders’ Meetings

Article 46 The company’s shareholders’ meeting shall be composed of all shareholders. The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:

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

(2) Elect and replace directors, and decide on remuneration matters for directors;

(3) Review and approve the board of directors’ report;

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

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

(6) Make a resolution on increasing or decreasing the company’s registered capital;

(7) Make resolutions on the issuance of corporate bonds;

(8) Make resolutions on the merger, division, dissolution, liquidation or change of company form;

(9) Modify this Articles of Association;

(10) Make decisions on the company’s hiring and dismissal of accounting firms;

(11) Review and approve the guarantee matters specified in Article 47;

(12) Review the company’s purchase and sale of major assets within one year exceeding 30% of the company’s latest audited total assets;

(13) Review and approve changes in the use of raised funds;

(14) Review equity incentives and employee stock ownership plans;

(15) Review other matters that should be decided by the shareholders’ meeting as stipulated in laws, administrative regulations, departmental rules or these Articles of Association.

The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds. The powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions or individuals through authorization.

Article 47 The following external guarantees provided by the company must be reviewed and approved by the shareholders’ meeting:

(1) The total external guarantees of the company and its controlled subsidiaries reach or exceed any guarantee provided by more than 50% of the latest audited net assets;

(2) Within 12 consecutive months, the total amount of the company’s external guarantees reaches or exceeds any guarantee provided by more than 30% of the latest audited total assets;

(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;

(4) A guarantee in which the amount of a single guarantee exceeds 10% of the latest audited net assets;

(5) Guarantees provided to shareholders, actual controllers and their related parties.

When the shareholders' meeting considers the guarantee proposal provided for the shareholder, the actual controller and their related parties, the shareholder or the shareholder controlled by the actual controller shall not participate in the vote. The vote shall be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting.

Article 48 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year.

Article 49 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:

(1) When the number of directors is less than 2/3 (6) of the number stipulated in the Company Law or the number stipulated in these Articles of Association;

(2) When the company’s uncompensated losses amount to 1/3 of its total share capital;

(3) When requested by shareholders individually or collectively holding more than 10% of the company’s shares;

(4) When the board of directors deems it necessary;

(5) When the audit committee proposes to convene;

(6) Other situations stipulated in laws, administrative regulations, departmental rules or this Article.

Article 50 The company’s shareholders’ meeting shall be held at the location where the company has its office. The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. The company will also provide an online method to facilitate shareholders' participation in the shareholders' meeting. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present. Shareholders who participate in the shareholders' meeting through the Internet should provide valid documents proving the shareholder's identity by fax in accordance with the requirements of the shareholders' meeting notice.

Article 51 When convening a shareholders' meeting, the company will hire a lawyer to issue legal opinions on the following issues and make an announcement:

(1) Whether the convening and convening procedures of the meeting comply with laws, administrative regulations, and these Articles of Association;

(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;

(3) Whether the voting procedures and voting results of the meeting are legal and valid;

(4) Legal opinions on other relevant issues at the request of the company.

Section 4 Convening of Shareholders’ Meeting

Article 52 The board of directors shall convene the shareholders’ meeting on time within the prescribed time limit.

With the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association. If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a notice to convene the shareholders' meeting within 5 days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it will explain the reasons and make an announcement.

Article 53 The Audit Committee has the right to propose to the Board of Directors to convene an extraordinary shareholders' meeting, and shall propose it to the Board of Directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.

If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a notice to convene the shareholders' meeting within 5 days after the board of directors' resolution is made. Any changes to the original proposal in the notice must be approved by the audit committee. If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.

Article 54 Shareholders individually or jointly holding more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the request in accordance with the provisions of laws, administrative regulations and these Articles of Association.

If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after the board of directors' resolution is made. Any changes to the original request in the notice must be approved by the relevant shareholders. If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the request, shareholders individually or collectively holding more than 10% of the company's shares have the right to propose to the audit committee to convene an extraordinary shareholders' meeting, and shall submit the request to the audit committee in writing.

If the Audit Committee agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days of receiving the request. Any changes to the original proposal in the notice must be approved by the relevant shareholders. If the audit committee fails to issue a shareholders' meeting notice within the prescribed period, it will be deemed that the audit committee has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over it on their own.

Article 55 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the stock exchange. Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%. The audit committee or convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting.

Article 56 The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors shall provide a list of shareholders on the equity registration date.

Article 57 For a shareholders' meeting convened by the audit committee or shareholders themselves, the company shall bear the necessary expenses for the meeting.

Section 5 Proposals and Notices of Shareholders’ Meeting

Article 58 The content of the proposal shall fall within the scope of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and these Articles of Association.

Article 59 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders individually or jointly holding more than 1% of the company's shares have the right to submit proposals to the company. Shareholders who individually or collectively hold more than 1% of the company's shares may put forward a temporary proposal 10 days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the provisions of these Articles of Association, or do not fall within the scope of the shareholders' meeting.

Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.

Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of this Articles of Association shall not be voted on and resolutions made by the shareholders' meeting.

Article 60 The convener will notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify all shareholders by means of an announcement 15 days before the meeting. When calculating the starting period, the day of the meeting is not included.

Article 61 The notice of shareholders’ meeting shall include the following contents:

(1) Time, place and duration of the meeting;

(2) Matters and proposals submitted to the meeting for consideration;

(3) Explain in obvious words: All shareholders have the right to attend the shareholders’ meeting and may appoint a proxy in writing to attend the meeting and participate in voting. The shareholder’s proxy does not have to be a shareholder of the company;

(4) Equity registration date of shareholders who have the right to attend the shareholders’ meeting;

(5) Name and telephone number of the permanent contact person for conference affairs;

(6) If the company's shareholders' meeting adopts the Internet or other methods, the voting time and voting procedures of the Internet or other methods should be clearly stated in the notice of the shareholders' meeting. The start time for online or other voting at a shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting. The end time shall not be earlier than 3:00 pm on the day when the on-site shareholders meeting ends.

The interval between the equity registration date and the meeting date shall not be more than seven working days. Once the equity registration date is confirmed, it cannot be changed.

Article 62 If the shareholders’ meeting intends to discuss the election of directors, the shareholders’ meeting notice will fully disclose the detailed information of the director candidates, including at least the following:

(1) Educational background, work experience, part-time job and other personal information;

(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;

(3) Disclose the number of shares held in the company;

(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange.

Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.

Article 63 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the original date.

Section 6 Convening of Shareholders’ Meeting

Article 64 The company's board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders' meeting. Measures will be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and will be reported to relevant departments for investigation and punishment in a timely manner.

Article 65 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting. and exercise voting rights in accordance with relevant laws, regulations and these Articles of Association. Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.

Article 66 If an individual shareholder attends a meeting in person, he or she shall present his/her identity card or other valid certificate or certificate that can indicate his or her identity; if an individual shareholder appoints a proxy to attend the meeting, he or she shall present his or her valid identity certificate and the shareholder's power of attorney.

Legal person shareholders shall be represented by their legal representative or an agent entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate proving that he or she has the qualifications to be the legal representative; if an agent is appointed to attend the meeting, the agent shall present his/her identity card and a written authorization letter issued by the legal representative of the legal person shareholder unit in accordance with the law.

Article 67 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:

(1) The name of the agent;

(2) The name of the client, the type and number of shares held by the company;

(3) Instructions to vote in favor, against or abstain from voting on each matter included in the agenda of the shareholders’ meeting;

(4) The date of issuance and validity period of the power of attorney;

(5) Signature (or seal) of the client. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.

Article 68 The power of attorney shall indicate whether the shareholder's agent can vote according to his or her own will if the shareholder does not give specific instructions.

Article 69 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document, and the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting.

Article 70 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.

Article 71 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.

Article 72 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and accept inquiries from shareholders.

Article 73 The shareholders’ meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.

The shareholders' meeting convened by the audit committee shall be presided over by the convener of the audit committee. If the convenor of the Audit Committee is unable or fails to perform his duties, an Audit Committee member jointly elected by more than half of the Audit Committee members shall preside over the meeting. A shareholders' meeting convened by shareholders themselves shall be presided over by a representative elected by the convener. When convening a shareholders' meeting, if the presiding officer violates the rules of procedure and the meeting cannot continue, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.

Article 74 The company shall formulate rules of procedure for the shareholders' meeting, specifying in detail the convening and voting procedures of the shareholders' meeting, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the principles for authorization of the board of directors at the shareholders' meeting, and the authorization content shall be clear and specific. The rules of procedure of the shareholders' meeting shall be attached to the articles of association and shall be drawn up by the board of directors and approved by the shareholders' meeting.

Article 75 At the annual shareholders' meeting, the board of directors shall make a report to the shareholders' meeting on its work over the past year. Each independent director should also make a performance report.

Article 76 Except for company business secrets that cannot be disclosed at the shareholders' meeting, the company's directors and senior managers shall provide explanations and explanations to shareholders' inquiries and suggestions at the shareholders' meeting.

Article 77 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights shall be subject to the meeting registration.

Article 78 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:

(1) Meeting time, place, agenda and name of the convener;

(2) The names of the host of the meeting and the directors and senior managers who attended or attended the meeting;

(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;

(4) The deliberation process, key points and voting results of each proposal;

(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;

(6) Names of lawyers, counters, and scrutineers;

(7) Other contents that should be included in the meeting minutes as stipulated in this charter.

Article 79 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. The directors, secretary of the board of directors, convener or his representative and host of the meeting who attended the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods, and shall be kept for a period of 10 years.

Article 80 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is located.

Section 7 Voting and Resolutions of Shareholders’ Meeting

Article 81 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions. Ordinary resolutions made by a shareholders' meeting shall be passed by more than 1/2 of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting. Special resolutions made by the shareholders' meeting shall be passed by more than 2/3 of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.

Article 82 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:

(1) Work report of the board of directors;

(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;

(3) Appointment and removal of board members and their remuneration and payment methods;

(4) The company’s annual budget plan and final accounts plan;

(5) Company annual report;

(6) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or these Articles of Association.

Article 83 The following matters shall be passed by the shareholders’ meeting through special resolutions:

(1) The company increases or decreases its registered capital;

(2) The division, merger, dissolution and liquidation of the company;

(3) Modification of this Articles of Association;

(4) The company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company’s latest audited total assets;

(5) Equity incentive plan;

(6) Adjustments and changes in the company’s profit distribution policy;

(7) Other matters that are stipulated in laws, administrative regulations or these Articles of Association, and that are determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.

Article 84 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right. The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present. The board of directors, independent directors and shareholders who meet relevant prescribed conditions may solicit shareholder voting rights.

Article 85 When the shareholders' meeting considers related matters related to related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be counted in the total number of valid votes; the announcement of the resolution of the shareholders' meeting shall fully disclose the voting status of non-related shareholders.

When the shareholders' meeting considers relevant related-party transactions, related-party shareholders should avoid and vote in accordance with the following procedures:

(1) A certain matter to be reviewed by the shareholders' meeting is related to a shareholder, and the related shareholder shall disclose the related relationship to the company's board of directors before the date of the shareholders' meeting;

(2) When the shareholders' meeting is reviewing relevant related transactions, the host of the meeting shall announce the relevant shareholders and explain the related relationship between the related shareholders and the transaction;

(3) The host of the meeting announces the withdrawal of related shareholders, and non-related shareholders will review and vote on related transaction matters;

(4) Resolutions on related matters must be passed by more than half of the shares held by non-related shareholders with voting rights;

(5) If a related shareholder fails to disclose or avoid related matters in accordance with the above procedures, the shareholders' meeting has the right to revoke all resolutions on the related matters.

If there are special circumstances where related shareholders cannot avoid the matter, the company, after obtaining the consent of the relevant departments, may vote according to normal procedures and provide detailed explanations in the shareholders' meeting resolution announcement.

Article 86 On the premise of ensuring that the shareholders' meeting is legal and effective, the company shall provide convenience for shareholders to participate in the shareholders' meeting through various methods and channels, including providing online voting platforms and other modern information technology means.

Article 87 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors or senior managers to entrust the management of all or important business of the company to that person without approval by a special resolution of the shareholders' meeting.

Article 88 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal.

Director candidates are proposed by the board of directors. Shareholders holding more than 1% of the company's total shares can nominate director candidates to the board of directors in writing, attaching basic information such as resumes of the proposed candidates. After the Nomination Committee of the Board of Directors has reviewed and confirmed the qualifications of the nominated candidates, the Board of Directors will list the candidates and submit them as proposals to the shareholders' meeting for review and voting.

When the company issues a notice of shareholders' meeting to elect independent directors, it should submit relevant information of all nominees to the Shenzhen Stock Exchange. If the company's board of directors has objections to the relevant circumstances of the nominee, it shall also submit a written opinion to the board of directors.

When convening a shareholders' meeting to elect independent directors, the company's board of directors shall explain whether the independent director candidates have been objected to by the Shenzhen Stock Exchange.

Article 89 The shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, the votes will be taken in the order in which the proposals were submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting will not shelve proposals or refrain from voting.

Article 90 When the shareholders' meeting considers the proposal, the proposal shall not be modified. Otherwise, the relevant changes shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting.

Article 91 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.

Article 92 The shareholders' meeting shall vote by registered vote.

Article 93 Before the shareholders' meeting votes on the proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matter under consideration has an interest in shareholders, the relevant shareholders and agents shall not participate in the counting or supervision of votes. When the shareholders' meeting votes on a proposal, lawyers and shareholder representatives are jointly responsible for counting and supervising the votes, and the voting results are announced on the spot. The voting results of the resolutions are recorded in the meeting minutes.

Company shareholders or their agents who vote online or by other means have the right to check their voting results through the corresponding voting system.

Article 94 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results. Before the voting results are officially announced, the listed companies, vote counters, scrutineers, shareholders, network service providers and other relevant parties involved in the on-site shareholders' meeting, online and other voting methods have the obligation to keep the voting information confidential.

Article 95 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".

Article 96 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting does not conduct a count of the votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.

Article 97 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, the voting method, the voting results of each proposal and the details of each resolution passed.

Article 98 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.

Article 99: If the shareholders' meeting passes the relevant director election proposal, the new director will take office from the date of passing the resolution of the shareholders' meeting to the expiration of the term of the current board of directors.

Article 100: If the shareholders’ meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company will implement the specific plan within 2 months after the conclusion of the shareholders’ meeting.

Chapter 5 Party Committee

Article 101 The company shall establish a party committee. The party committee shall have one secretary and several other party committee members. In principle, the chairman and party committee secretary shall be held by one person, and a full-time deputy secretary shall be established to focus on the party building work of the enterprise. Qualified party committee members can enter the board of directors and management through legal procedures, and qualified party members among the board of directors and management can enter the party committee in accordance with relevant regulations and procedures. At the same time, a Discipline Inspection Commission was established in accordance with regulations.

Article 102 The organizational structure and personnel establishment of the party organization shall be included in the company's management structure and establishment, and the working expenses of the party organization shall be included in the company's budget and shall be disbursed from the company's management fees.

Article 103 The company’s party committee performs its duties in accordance with the “Constitution of the Communist Party of China” and other intra-party regulations:

(1) Ensure and supervise the implementation of the party and national principles and policies in the company, and implement relevant important work arrangements of the superior party organization;

(2) Adhere to the principle of the party’s management of cadres and combine it with the board of directors’ selection of operating managers in accordance with the law and the operating managers’ exercise of human rights in accordance with the law. The party committee deliberates and puts forward opinions and suggestions on the candidates nominated by the board of directors or the general manager, or recommends candidates to the board of directors and the general manager; it inspects the proposed candidates together with the board of directors, and collectively studies and puts forward opinions and suggestions;

(3) Study and discuss the company’s reform, development and stability, major business management matters, and major issues involving the vital interests of employees, and provide opinions and suggestions;

(4) Bear the main responsibility for comprehensively and strictly governing the party. Lead the company's ideological and political work, united front work, spiritual civilization construction, corporate culture construction, trade unions, Communist Youth League and other work. Lead the construction of party style and clean government, and support the Discipline Inspection Commission to effectively perform its supervision responsibilities.

Article 104: Party organizational work and self-development shall be handled in accordance with the "Constitution of the Communist Party of China" and other relevant regulations.

Chapter 6 Board of Directors

Section 1 Directors

Article 105 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:

(1) Having no capacity for civil conduct or having limited capacity for civil conduct;

(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for more than 5 years, and if he is sentenced to probation, it has not been 2 years since the expiration of the probation period;

(3) Serving as a director or factory director or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;

(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bears personal responsibility, and it has not been more than 3 years since the company or enterprise had its business license revoked and ordered to close;

(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;

(6) Being banned from the securities market by the China Securities Regulatory Commission and the time limit has not expired;

(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of a listed company, etc., and the time limit has not expired;

(8) Other circumstances stipulated in laws, administrative regulations or departmental rules.

If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If any of the circumstances specified in this article occurs during the term of office of a director, the company shall remove him from office and stop him from performing his duties. Article 106 Directors shall be elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. Directors have a three-year term and may be re-elected upon expiration of their term. The term of office of a director shall be calculated from the date of taking office until the expiration of the term of the current board of directors.

If a director's term of office expires and is not re-elected in time, until the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association.

Directors may concurrently serve as senior managers, but the total number of directors who concurrently serve as senior managers and directors who are employee representatives shall not exceed 1/2 of the total number of directors of the company.

Article 107 Directors shall abide by laws, administrative regulations and these Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits.

Directors have the following duties of loyalty to the company:

(1) Not to take advantage of one’s authority to accept bribes or other illegal income, or to misappropriate the company’s property;

(2) No misappropriation of company funds;

(3) Company assets or funds shall not be stored in accounts opened in their own names or in the names of other individuals;

(4) Not violate the provisions of these Articles of Association, without the consent of the shareholders' meeting or the board of directors, lend company funds to others or use company property to provide guarantee for others;

(5) Shall not enter into a contract or conduct transactions with the company in violation of the provisions of these Articles of Association or without the consent of the shareholders' meeting;

(6) Without the consent of the shareholders' meeting, no one shall take advantage of his or her position to seek business opportunities that belong to the company for himself or others, or operate a business similar to that of the company for himself or for others;

(7) You shall not accept commissions from transactions with the company and keep them for yourself;

(8) Company secrets shall not be disclosed without authorization;

(9) Shall not use its affiliated relationships to harm the interests of the company;

(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.

The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.

The provisions of Item (5) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.

Article 108 Directors shall abide by laws, administrative regulations and these Articles of Association, have a duty of diligence to the company, and perform their duties in the best interests of the company with the reasonable care normally due to managers.

Directors have the following diligence obligations towards the company:

(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;

(2) All shareholders should be treated fairly;

(3) Keep abreast of the company’s business operations and management status;

(4) Written confirmation opinions should be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;

(5) Relevant information and information shall be truthfully provided to the Audit Committee and shall not hinder the Audit Committee from exercising its powers;

(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.

Article 109 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.

Article 110 A director may resign before the expiration of his term. Directors who resign must submit a written resignation report to the company, and the resignation will take effect on the date the company receives the resignation report. The company will disclose the relevant situation within 2 trading days. If the number of directors on the company's board of directors falls below the statutory minimum due to the resignation of a director, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director takes office.

Article 111 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically terminated after the end of his term, but will remain valid within the reasonable period stipulated in these Articles of Association. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation.

Article 112 Without the provisions of these Articles of Association or the legal authorization of the Board of Directors, no director may act on behalf of the company or the Board of Directors in his or her own name. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.

Article 113 If a director causes damage to others when performing company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation. If a director violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.

Section 2 Board of Directors

Article 114 The company shall have a board of directors, which shall be responsible to the shareholders' meeting. When the board of directors decides on major issues, it must first listen to the opinions of the company's party committee.

Article 115 The board of directors shall consist of 11 directors, including one chairman.

Article 116 The board of directors shall exercise the following powers:

(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;

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

(3) Determine 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 plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;

(7) Formulate plans for the company's major acquisitions, repurchases of the company's shares, or mergers, divisions, dissolutions, and changes to the company's form;

(8) Decide on matters such as the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc. within the scope authorized by the shareholders’ meeting;

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

(10) Appoint or dismiss the company’s manager, secretary to the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; based on the manager’s nomination, appoint or dismiss the company’s deputy manager, financial controller and other senior managers, and decide on their remuneration, rewards and punishments;

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

(12) Formulate amendment plans to this Articles of Association;

(13) Management company information disclosure matters;

(14) Propose to the shareholders’ meeting to hire or change the accounting firm to audit the company;

(15) Listen to the company manager’s work report and inspect the manager’s work;

(16) Other powers granted by laws, administrative regulations, departmental rules or this charter.

Article 117 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial report.

Article 118 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making.

The rules of procedure of the board of directors stipulate the convening and voting procedures of the board of directors. As an attachment to the company's articles of association, the rules of procedure of the board of directors are drafted by the board of directors and approved by the shareholders' meeting. The board of directors may establish special committees on strategy, audit, nomination, remuneration and assessment. The members of the special committee shall all be composed of directors. Among them, more than half of the members of the audit committee and the remuneration and assessment committee shall be independent directors and serve as conveners. At least one independent director on the audit committee shall be an accounting professional.

Article 119 The board of directors shall determine the authority over external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, and external donations, and establish strict review and decision-making procedures; major investment projects shall organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval.

The shareholders' meeting authorizes the board of directors to exercise its powers on the following matters when the shareholders' meeting is not in session:

(1) The company’s authority to purchase or sell assets, invest externally, provide financial assistance, rent or lease assets, sign management contracts, reorganize creditor’s rights or debts, transfer research and development projects, and sign license agreements:

The total assets involved in the transaction account for less than 30% of the company’s latest audited total assets;
The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for less than 50% of the company's audited operating income in the most recent fiscal year;
The net profit related to the transaction target (such as equity) in the most recent fiscal year accounts for less than 50% of the company’s audited net profit in the most recent fiscal year;
The transaction amount (including liabilities and expenses) accounts for less than 50% of the latest audited net assets of the listed company;
The profit generated from the transaction accounts for less than 50% of the company's audited net profit in the most recent fiscal year.

If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation. Among them, when "purchasing or selling assets" transactions, the higher of total assets and transaction amount shall be used as the calculation standard, and shall be calculated cumulatively within twelve consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the latest audited total assets, it shall be submitted to the shareholders' meeting for review, and shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.

(2) The company’s authority to provide external guarantees:

The guaranteed object of external guarantee must have independent legal personality and meet the following conditions:

(1) It is an independent corporate legal person established in accordance with the law and effectively existing, has good business reputation and economic strength, and does not need to be terminated;

(2) The property rights relationship is clear;

(3) Bank credit registration must reach Level A;

(4) If the company has provided guarantee for it, it has not been required by the creditor to bear guarantee liability;

(5) The financial information provided is true, complete and valid;

(6) A counter-guarantee recognized by the company can be provided, and the provider of the counter-guarantee should have the actual ability to bear it;

(7) There are no other legal risks.

For guarantors who do not meet the conditions listed in point (6) above, but the company deems it necessary and the risk is relatively small, the guarantor may be provided with the signature and consent of more than two-thirds of all members of the company's board of directors, or with the approval of the shareholders' meeting.

The scope of guarantee matters that the board of directors has the power to review and approve:

(1) The amount of a single guarantee does not exceed 10% of the latest audited net assets; (2) The total external guarantees of the company and its holding subsidiaries do not exceed 50% of the listed company’s latest audited net assets;

(3) Within 12 consecutive months, the guarantee amount does not exceed 30% of the company’s latest audited total assets;

(4) Within 12 consecutive months, the guarantee amount shall not exceed 50% of the company’s latest audited net assets;

(5) The objects of external guarantee are not shareholders, actual controllers and their related parties, and the asset-liability ratio does not exceed 70% of the guaranteed party.

When the board of directors considers guarantee matters, it must obtain the approval and resolution of more than two-thirds of the directors present at the board meeting.

External guarantees stipulated in Article 47 of the Articles of Association must be reviewed and approved by the board of directors and then submitted to the shareholders' meeting for approval.

The company shall not provide guarantee for any unincorporated unit or individual.

(3) Related transactions in which the absolute value of the company’s latest audited net assets is less than 5%.

Article 120 The chairman of the board of directors shall be elected by more than half of all directors.

Article 121 The chairman of the board shall exercise the following powers:

(1) Preside over shareholders’ meetings and convene and preside over board meetings;

(2) Supervise and inspect the implementation of board resolutions;

(3) Sign company stocks, corporate bonds and other securities;

(4) Sign documents that should be signed by the chairman of the board and other documents that should be signed by the company’s legal representative;

(5) Perform the duties of the legal representative;

(6) In the event of force majeure emergencies such as severe natural disasters, exercise special power to handle company affairs in compliance with legal provisions and the company's interests, and report to the company's board of directors and shareholders' meeting afterwards;

(7) Decide on donations with a cumulative amount not exceeding 20 million yuan (inclusive) for 12 consecutive months;

(8) Other powers granted by the board of directors.

Article 122 If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.

Article 123 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors shall be notified in writing 10 days before the meeting.

Article 124 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.

Article 125 The board of directors shall notify the extraordinary board meeting by telephone, fax or other written means, and the notification time limit shall be five days. If an extraordinary meeting of the board of directors needs to be convened as soon as possible due to special circumstances, the aforementioned notification method and notification time limit may not be required.

Article 126 The notice of board meeting shall include the following contents:

(1) Meeting date and location;

(2) Meeting period;

(3) Reasons and issues;

(4) Date of issuance of notice.

Article 127 A board meeting can only be held if more than half of the directors are present.

Article 128 If a director has a related relationship with an enterprise involved in the matters resolved at the board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than 3, the matter shall be submitted to the shareholders' meeting for consideration.

Guarantee matters that should be reviewed by the board of directors must be approved and resolved by more than two-thirds of the directors present at the board of directors.

Article 129 The voting method for board of directors resolutions is: each director present at the meeting has one vote, and resolutions made by the board of directors must be passed by at least half of all directors.

On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held by fax and resolutions must be made and signed by the participating directors.

Article 130 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.

Article 131 The board of directors shall make minutes of its decisions on matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes. The minutes of board of directors meetings shall be saved as company files, with a retention period of 10 years.

Article 132 The minutes of board meetings shall include the following contents:

(1) The date, place and name of the convener of the meeting;

(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;

(3) Meeting agenda;

(4) Key points of the director’s speech;

(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).

Section 3 Independent Directors

Article 133 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, stock exchanges and these Articles of Association, play a role in decision-making, supervision and balance, and professional consultation in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.

Article 134 Independent directors must maintain independence. The following persons are not allowed to serve as independent directors:

(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;

(2) Directly or indirectly hold more than 1% of the company’s issued shares or are natural person shareholders and their spouses, parents, and children among the top 10 shareholders of the company;

(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who serve among the top five shareholders of the company and their spouses, parents, and children;

(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;

(5) Persons who have major business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or persons who work in units with major business dealings and their controlling shareholders or actual controllers;

(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;

(7) Persons who have had the circumstances listed in items 1 to 6 in the last 12 months;

(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.

Independent directors should conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent directors every year and issue special opinions, which should be disclosed at the same time as the annual report.

Article 135 To serve as an independent director of a company, one must meet the following conditions:

(1) Qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;

(2) Meet the independence requirements stipulated in this Articles of Association;

(3) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;

(4) Have more than 5 years of legal, accounting or economic work experience necessary to perform the duties of an independent director;

(5) Have good personal moral character and have no bad records such as major breach of trust;

(6) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.

Article 136 As a member of the board of directors, independent directors have the duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:

(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;

(2) Supervise potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers, and protect the legitimate rights and interests of small and medium-sized shareholders;

(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;

(4) Other duties stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

Article 137 Independent directors shall exercise the following special powers:

(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;

(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;

(3) Proposing to convene a board meeting;

(4) Publicly solicit shareholder rights from shareholders in accordance with the law;

(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;

(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of a majority of all independent directors.

If an independent director exercises the powers listed in paragraph 1, the company will promptly disclose it. If the above powers cannot be exercised normally, the company will disclose the specific circumstances and reasons.

Article 138 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:

(1) Related transactions that should be disclosed;

(2) Plans for the company and relevant parties to change or waive their commitments;

(3) The decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition;

(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

Article 139 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.

The company holds special meetings of independent directors regularly or irregularly. Matters listed in items (1) to (3) of paragraph 1 of Article 137 of this Article and Article 138 shall be reviewed by special meetings of independent directors.

Special meetings of independent directors can study and discuss other matters of the company as needed. Special meetings of independent directors shall be convened and chaired by an independent director jointly recommended by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.

Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes. The company provides convenience and support for the convening of special meetings of independent directors.

Section 4 Special Committees of the Board of Directors

Article 140 The company's board of directors shall set up an audit committee to exercise the powers of the board of supervisors as stipulated in the Company Law.

Article 141 The Audit Committee shall consist of 5 members who are directors who do not serve as senior managers of the company, including 3 independent directors, and the accounting professionals among the independent directors shall serve as the convener.

Article 142 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:

(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;

(2) Employ or dismiss accounting firms that undertake the audit business of listed companies;

(3) Appointment or dismissal of financial officers of listed companies;

(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;

(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

Article 143 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of 2 or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than 2/3 of the members.

Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.

The voting on resolutions of the Audit Committee shall be one person, one vote.

The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.

The working procedures of the Audit Committee are formulated by the Board of Directors.

Article 144 The company's board of directors shall set up strategy, nomination, remuneration and assessment committees to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The working procedures of special committees are formulated by the board of directors.

Article 145 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:

(1) Nominate or appoint or remove directors;

(2) Appoint or dismiss senior managers;

(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.

Article 146 The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration determination mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:

(1) Remuneration of directors and senior managers;

(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;

(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;

(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

If the board of directors fails to adopt the recommendations of the remuneration and appraisal committee or does not fully adopt them, it shall record the opinions of the remuneration and appraisal committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.

Chapter 7 Senior Management

Article 147 The company shall have a general manager who shall be appointed or dismissed by the board of directors. The company has a deputy general manager who is appointed or dismissed by the board of directors.

Article 148 The circumstances regarding the prohibition of serving as directors in this Articles of Association shall also apply to senior managers.

The provisions of this Articles of Association regarding directors' duties of loyalty and diligence also apply to senior managers.

Article 149 Persons who hold other positions other than directors and supervisors in the controlling shareholder or actual controller of the company shall not serve as senior managers of the company.

Article 150: The term of each manager is three years, and the manager can be re-elected.

Article 151 The manager shall be responsible to the board of directors and shall exercise the following powers:

(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;

(2) Organize and implement the company’s annual business plan and investment plan;

(3) Formulate a plan for the establishment of the company’s internal management organization;

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

(5) Formulate specific regulations of the company;

(6) Request the board of directors to appoint or dismiss the company’s deputy manager and financial director;

(7) Decide to appoint or dismiss management personnel other than those who shall be appointed or dismissed by the board of directors;

(8) Other powers granted by this Articles of Association or the Board of Directors.

Managers attend board meetings.

Article 152 The manager shall formulate managerial work rules and submit them to the board of directors for approval before implementation.

Article 153 The manager’s work rules include the following:

(1) Conditions, procedures and participants for the managers’ meeting;

(2) The specific responsibilities and division of labor of managers and other senior management personnel;

(3) The use of company funds and assets, the authority to sign major contracts, and the reporting system to the board of directors;

(4) Other matters deemed necessary by the board of directors.

Article 154 The manager may resign before the expiration of his term. The specific procedures and methods for a manager's resignation shall be stipulated in the labor contract between the manager and the company.

Article 155 The appointment and removal of deputy managers shall be proposed by the company manager, and the decision on appointment and removal shall be made by the board of directors. The deputy manager works under the leadership of the manager and assists the manager in handling the company's daily production, operation and management work.

Article 156 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters. The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, department rules and these articles of association.

Article 157 If a senior manager causes damage to others while performing the company's duties, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation.

Article 158 The company's senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If a company's senior managers fail to faithfully perform their duties or violate their fiduciary obligations, thereby causing damage to the interests of the company and public shareholders, they shall bear liability for compensation in accordance with the law.

Chapter 8 Financial Accounting System, Profit Distribution and Auditing

Section 1 Financial Accounting System

Article 159 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.

Article 160 The company shall submit and disclose an annual report to the China Securities Regulatory Commission and the stock exchange within 4 months from the end of each fiscal year, and submit and disclose an interim report to the CSRC branch and the stock exchange within 2 months from the end of the first six months of each fiscal year.

The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws, administrative regulations, China Securities Regulatory Commission and stock exchange regulations.

Article 161 The company will not maintain separate accounting books other than the statutory accounting books. The company's assets are not stored in accounts opened in any individual's name.

Article 162 When the company distributes after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals may be made.

If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first use the current year's profits to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph. After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.

The remaining after-tax profits after the company has made up for its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association stipulate that distribution is not based on the proportion of shareholdings. If the shareholders' meeting distributes profits to shareholders in violation of the Company Law, the shareholders must return the profits distributed in violation of the regulations to the company; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear liability for compensation. The company's shares held by the company will not participate in the distribution of profits.

Article 163 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be converted into increasing the company's registered capital.

To make up for the company's losses from the public reserve fund, the discretionary public reserve fund and statutory public reserve fund shall be used first; if it still cannot be made up, the capital public reserve fund may be used in accordance with regulations.

When the statutory reserve fund is converted to increase the registered capital, the remaining reserve fund will not be less than 25% of the company's registered capital before the increase.

Article 164 After the company’s shareholders make a resolution on the profit distribution plan, or after the company’s board of directors formulates a specific plan based on the next year’s interim dividend conditions and upper limit reviewed and approved by the annual shareholders’ meeting, the distribution of dividends (or shares) must be completed within 2 months.

Article 165 The company’s profit distribution policy is:

(1) Decision-making mechanism and procedures: The company’s dividend distribution plan is formulated and reviewed by the board of directors and then submitted to the shareholders’ meeting for approval. The board of directors should fully consider the opinions of independent directors and public investors when formulating a dividend distribution plan, and communicate with shareholders, especially small and medium-sized shareholders, through multiple channels (including but not limited to telephone, fax, providing online voting, inviting small and medium-sized shareholders to participate in meetings, etc.).

If a company is profitable for the year and meets the conditions for implementing cash dividends but the company's board of directors has not made a cash profit distribution plan, it should disclose in the regular report of the year the reasons for not distributing cash dividends and the purpose of retaining the company's funds not used for cash dividends; the company should also provide online voting methods for shareholders at the shareholders' meeting to review dividends.

After the company's shareholders make a resolution on the profit distribution plan, the company's board of directors must complete the distribution of dividends (or shares) within 2 months after the shareholders' meeting.

(2) Distribution principle: The company implements a continuous and stable profit distribution policy. The company's profit distribution should pay attention to the returns to investors and take into account the company's sustainable development.

(3) Distribution form: The company adopts the distribution form of cash, stocks or a combination of cash and stocks; the company shall mainly distribute dividends in cash. Based on the company's profitability and capital needs, the company may pay mid-term cash dividends.

(4) Specific conditions and proportions of cash dividends: Under the conditions of profitability for the year, if the company has no major investment plans or major cash expenditures, it shall distribute dividends in cash. The company's annual profits distributed in the form of cash shall not be less than 10% of the distributable profits realized in that year.

Major investment plans or major cash disbursements refer to matters in which the company plans to invest externally, acquire assets or purchase equipment in the next twelve months (except for raised funds projects), and the cumulative expenditures reach or exceed 10% of the company's most recent audited total assets, or a single cash disbursement of more than RMB 500 million.

The company's board of directors should comprehensively consider factors such as the characteristics of the industry, development stage, own business model, profitability level, and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in the company's articles of association:

If the company is in a mature stage of development and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;
If the company is in a mature stage of development and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;
If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%;

If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.

(5) Specific conditions for the issuance of stock dividends: The company's operating conditions are good, and when the board of directors believes that the company's stock price does not match the company's share capital and that issuing stock dividends is beneficial to the overall interests of all shareholders of the company, it may propose a stock dividend distribution plan, which shall be reviewed and approved by the company's shareholders' meeting. Stock dividend distribution can be implemented alone or in conjunction with cash dividends.

(6) Adjustment and change of distribution policy: The company may adjust the profit distribution policy determined in the company's articles of association based on the external operating environment and its own operating conditions. The adjusted profit distribution policy shall not violate the relevant regulations of the China Securities Regulatory Commission and the stock exchange. Any adjustment to the established profit distribution policy, especially the cash dividend policy, must be reviewed by the company's board of directors and approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.

If a shareholder illegally appropriates company funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied.

Section 2 Internal Audit

Article 166 The company shall implement an internal audit system and clarify the leadership structure, responsibilities and authorities, staffing, funding guarantee, application of audit results and accountability for internal audit work. The company's internal audit system is implemented after approval by the board of directors and disclosed to the outside world.

Article 167 The company’s internal audit institution shall supervise and inspect the company’s business activities, risk management, internal control, financial information and other matters.

Article 168 The internal audit institution shall be responsible to the board of directors. The internal audit institution shall accept the supervision and guidance of the audit committee during the supervision and inspection of the company's business activities, risk management, internal control, and financial information. If the internal audit institution discovers relevant major issues or clues, it shall immediately report directly to the audit committee.

Article 169 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.

Article 170 When the audit committee communicates with external audit units such as accounting firms and national audit institutions, the internal audit institutions shall actively cooperate and provide necessary support and collaboration.

Article 171 The Audit Committee shall participate in the assessment of the person in charge of internal audit.

Section 3 Appointment of Accounting Firm

Article 172 The company shall employ an accounting firm that complies with the provisions of the Securities Law to provide auditing of accounting statements, verification of net assets and other related consulting services. The term of appointment shall be one year and may be renewed.

Article 173 The company's appointment or dismissal of an accounting firm must be decided by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.

Article 174 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the accounting firm hired, and shall not refuse, conceal or make false statements.

Article 175 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 176 When the company dismisses or does not renew the appointment of the accounting firm, it shall notify the accounting firm 30 days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions. If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there are any improper circumstances in the company.

Chapter 9 Notices and Announcements

Section 1 Notice

Article 177 The company’s notice shall be issued in the following forms:

(1) Delivered by a dedicated person;

(2) Sent by mail;

(3) By way of announcement;

(4) By fax;

(5) Send by email;

(6) Other forms stipulated in this charter.

Article 178 If the notice issued by the company is made in the form of announcement, once the announcement is made, all relevant personnel will be deemed to have received the notice.

Article 179 The company shall notify the shareholders of the meeting by publishing an announcement in a newspaper designated by the China Securities Regulatory Commission.

Article 180 The company shall notify all directors of the meeting of the board of directors in writing, fax or email. If the time and address of the regular board of directors meeting have been stipulated by the board of directors in advance, no further notice is required for its convening.

Article 181 If a company notice is sent by person, the recipient shall sign (or seal) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company notice is sent by mail, the fifth working day from the date of delivery to the post office shall be the date of delivery; if the company notice is sent by way of announcement, the date of the first announcement shall be the date of delivery.

Article 182 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or such person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.

Section 2 Announcement

Article 183 The company designates "China Securities Journal", "Securities Times", "Shanghai Securities News" and the website Cninfo.com (http://www.cninfo.com.cn) designated by the China Securities Regulatory Commission as media for publishing company announcements and other information that needs to be disclosed.

Chapter 10 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation

Article 184 The merger of a company may take the form of merger by absorption or merger by new establishment. When a company absorbs other companies, it is called a merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.

Article 185 If the price paid for a company's merger does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting, unless otherwise provided in these articles of association. If a company merges in accordance with the provisions of the preceding paragraph without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.

Article 186 When a company merges, the merging parties shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify its creditors within 10 days from the date of making the merger resolution, and shall make an announcement in China Securities Journal and Securities Times within 30 days. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

Article 187 When a company merges, the claims and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.

Article 188 When a company is divided, its property shall be divided accordingly. When a company is divided, a balance sheet and property list must be prepared. The company shall notify its creditors within 10 days from the date of making the split-up resolution, and shall make an announcement in China Securities Journal and Securities Times within 30 days.

Article 189 The debts incurred before the division of the company shall be jointly and severally borne by the company after the division. However, this shall not be the case unless otherwise agreed upon in a written agreement between the company and its creditors regarding debt settlement before the division.

Article 190 When a company needs to reduce its registered capital, it must prepare a balance sheet and property list. The company shall notify its creditors within 10 days from the date of making the resolution to reduce its registered capital, and shall make an announcement in China Securities Journal and Securities Times within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if the creditors have not received the notice.

The company's registered capital after capital reduction will not be less than the legal minimum.

Article 191 If the company still has losses after making up for losses in accordance with the provisions of paragraph 2 of Article 163 of the Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.

If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of Paragraph 2 of Article 190 of this Article shall not apply, but an announcement shall be made in qualified media or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.

After the company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve fund and discretionary reserve fund reaches 50% of the company's registered capital.

Article 192 If the registered capital is reduced in violation of the Company Law and other relevant provisions, the shareholders shall return the funds received, and those who reduce or reduce the capital contribution shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.

Article 193 When the company issues new shares to increase its registered capital, shareholders shall not enjoy preemptive subscription rights, unless otherwise provided in the Articles of Association or the shareholders' meeting decides that shareholders shall enjoy preemptive subscription rights.

Article 194 If a company is merged or divided and the registered items are changed, the change registration shall be carried out with the company registration authority in accordance with the law; if the company is dissolved, the company shall be deregistered in accordance with the law; if a new company is established, the company establishment registration shall be carried out in accordance with the law.

If a company increases or decreases its registered capital, it must apply for change registration with the company registration authority in accordance with the law.

Article 195 The company is dissolved for the following reasons:

(1) The business period stipulated in these articles of association expires or other reasons for dissolution stipulated in these articles of association occur;

(2) The shareholders’ meeting resolves to dissolve;

(3) Dissolution is required due to company merger or division;

(4) The business license has been revoked, ordered to close, or revoked in accordance with the law;

(5) If the company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the People's Court to dissolve the company. If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the National Enterprise Credit Information Publicity System within 10 days.

Article 196 If a company falls under the circumstances specified in Item (1) or (2) of Article 195 of this Article of Association and has not yet distributed property to shareholders, it may continue to exist by amending this Article of Association or by resolution of the shareholders' meeting.

Modification of these Articles of Association in accordance with the provisions of the preceding paragraph must be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.

Article 197 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 195 of this Article of Association, it shall be liquidated. Directors are the liquidation obligors of the company and shall establish a liquidation group and start liquidation within 15 days from the date of occurrence of the reasons for dissolution. The liquidation team shall be composed of directors or persons determined by the shareholders' meeting. If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.

Article 198 The liquidation committee shall exercise the following powers during the liquidation period:

(1) Clean up the company’s properties and prepare a balance sheet and property list respectively;

(2) Notify and announce creditors;

(3) Handle the company’s unfinished business related to liquidation;

(4) Pay the taxes owed and the taxes incurred during the liquidation process;

(5) Clearing claims and debts;

(6) Dispose of the company’s remaining property after paying off its debts;

(7) Participate in civil litigation activities on behalf of the company.

Article 199 The liquidation team shall notify creditors within 10 days from the date of establishment and make an announcement in China Securities Journal and Securities Times within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received. When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims.

During the period of reporting claims, the liquidation team shall not pay off creditors.

Article 200 After clearing the company's assets and preparing a balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation.

The company's property is the remaining property after paying liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts respectively, and the company distributes the remaining property according to the proportion of shares held by shareholders. During the liquidation period, the company continues to exist, but it cannot carry out business activities unrelated to the liquidation. The company's property will not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.

Article 201: After clearing the company's property and preparing a balance sheet and property list, the liquidation team finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law. After the People's Court accepts the bankruptcy application, the liquidation team shall hand over the liquidation affairs to the bankruptcy administrator designated by the People's Court.

Article 202 After the company's liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration.

Article 203 Members of the liquidation team shall be loyal to their duties and perform their liquidation obligations in accordance with the law.

Members of the liquidation team shall not take advantage of their authority to accept bribes or other illegal income, or misappropriate company property. If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to the company or creditors due to intentional or gross negligence, they shall be liable for compensation.

Article 204 If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.

Chapter 11 Modification of the Articles of Association

Article 205 The company shall amend its articles of association under any of the following circumstances:

(1) After the Company Law or relevant laws and administrative regulations are revised, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations;

(2) The company's situation changes and is inconsistent with the matters recorded in the articles of association;

(3) The shareholders' meeting decides to amend the articles of association.

Article 206 If the amendments to the articles of association passed by the resolution of the shareholders' meeting should be reviewed and approved by the competent authority, they must be reported to the competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law.

Article 207 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders' meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities.

Article 208 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.

Chapter 12 Supplementary Provisions

Article 209 Interpretation

(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total share capital; shareholders who hold less than 50% of the shares, but whose voting rights based on the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders' meeting.

(2) Actual controller refers to the person, legal representative or other organization that can actually control the company's behavior through investment relationships, agreements or other arrangements.

(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests. However, state-controlled enterprises are related not only because they are also controlled by the state.

Article 210 The board of directors may formulate detailed rules of association in accordance with the provisions of the articles of association. The articles of association shall not conflict with the provisions of the articles of association.

Article 211 These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that has been most recently approved and registered by the Shenyang Administration for Industry and Commerce shall prevail.

Article 212 The terms "above", "within" and "below" mentioned in this Articles of Association include the original number; "less than", "beyond", "less than" and "more than" do not include the original number.

Article 213 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.

Article 214 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors.

Article 215 This Article of Association shall be implemented after being reviewed and approved by the company’s shareholders’ meeting.

Northeast Pharmaceutical Group Co., Ltd.

March 4, 2026