/Yuheng Pharmaceutical: Articles of Association (April 2026)

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Yuheng Pharmaceutical: Articles of Association (April 2026)

Shenzhen Stock Exchange

2026/04/28

Harbin Yuheng Pharmaceutical Co., Ltd.

Articles of Association of Harbin Yuheng Pharmaceutical Co., Ltd.

(Revised in April 2026) Harbin Yuheng Pharmaceutical Co., Ltd.

Chapter 1 General Provisions

Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders, employees and creditors, and regulate the company's organization and behavior, these Articles of Association are formulated in accordance with 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 Harbin Yuheng Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") is a foreign-invested joint-stock company established in accordance with the Company Law and other relevant regulations.

The company was approved by the Ministry of Commerce of the People's Republic of China in Commercial Approval Document [2008] No. 659, and was jointly sponsored by Harbin Hengshi Dachang Technology Co., Ltd., Yu Heng International Investments Corporation (Yu Heng International Investments Corporation), Oriental Keystone Investment Limited (Health Technology Investment Co., Ltd.) and Baigeng Yufeng (Beijing) Investment Consulting Co., Ltd., and was established as a foreign-invested joint-stock company based on the overall change of the audited net assets of Harbin Yuheng Pharmaceutical Co., Ltd. The company obtained the "Foreign-invested Enterprise Approval Certificate of the People's Republic of China" issued by Fashang Foreign Investment Zi Shen Zi [2008] No. 0139 on June 10, 2008, and registered with the Heilongjiang Provincial Administration for Industry and Commerce on June 26, 2008, obtaining the "Enterprise Legal Person Business License" with registration number 230000400002254.

The shares issued to the promoters when the company is approved to be completely changed and established as a foreign-invested joint-stock company are as follows:

Shareholders Shares held (10,000 shares) Share ratio (%) Harbin Hengshi Dachang Technology Co., Ltd. 6247.50 59.50 YuHeng International Investments Corporation 2940.00 28.00 Oriental Keystone Investment Limited 1260.00 12.00 Bai Geng Yufeng (Beijing) Investment Consulting Co., Ltd. 52.50 0.50

Total 10500 100

As of the date of revision of this Articles of Association, the total shareholding ratio held by the sponsors Yu Heng International Investments Corporation and Oriental Keystone Investment Limited has been less than 10% of the company's total shares, and the company no longer meets the relevant conditions for foreign-invested enterprises.

Article 3 On May 20, 2010, the company was approved by the China Securities Regulatory Commission’s Zhengjian Keke [2010] No. 661 document to issue 35 million RMB ordinary shares to the public for the first time. The public shares were listed on the Shenzhen Stock Exchange on June 23, 2010.

Article 4 Company registered name: Harbin Yuheng Pharmaceutical Co., Ltd.

Company English name: Harbin Gloria Pharmaceuticals Co.,Ltd.

Article 5 Company address: No. 29, Beijing Road, Limin Economic and Technological Development Zone, Hulan District, Harbin City, Heilongjiang Province

Postal code: 150025

Unified social credit code: 91230100718460989M

Article 6 The registered capital of the company is RMB 2,229,868,126.

Article 7 The company shall be a joint stock limited company with permanent existence.

Article 8 The legal representative of the company shall be the general manager of the company.

If the general manager who serves as the legal representative 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 thirty days from the date of resignation.

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 9 All assets of a company are divided into equal shares. Shareholders shall bear liability to the company to the extent of the shares they subscribe for, and the company shall bear liability to the company's debts with all of its assets.

Article 10 The Articles of Association of the Company shall, from the effective date, become a legally binding document that regulates the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders, and is a legally binding document for 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 11 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's general manager, deputy general manager, board secretary, financial controller and other personnel appointed by the board of directors to assume management responsibilities in the company.

Article 12 The company’s controlling shareholders, actual controllers, directors, and senior managers shall not use their related relationships to harm the interests of the company.

Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.

Chapter 2 Business Purpose and Scope

Article 13 The company’s business purpose: Use advanced and applicable technology and scientific management methods to produce qualified products, develop new products, and promote products to be competitive in the international market in terms of quality, price, etc., improve economic benefits, and enable all shareholders to obtain satisfactory economic benefits.

Article 14 After registration in accordance with the law, the company's business scope: medical research and experimental development; technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion; asset management services for self-owned fund investment; investment activities with self-owned funds; brand management; software development; Information system integration services; data processing and storage support services; artificial intelligence public data platform; consulting and planning services; marketing planning; corporate headquarters management; corporate management; market research (excluding foreign-related investigations); information consulting services (excluding licensing information consulting services); conference and exhibition services (exhibitions abroad must be approved by relevant departments).

Chapter 3 Shares

Section 1 Share Issuance

Article 15 The company's shares shall be in the form of stocks.

Article 16 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 for each share shall be the same; for shares subscribed by any unit or individual, the same price shall be paid for each share.

Article 17 The face value of the par value shares issued by the company shall be indicated in RMB.

The issuance price of a company's shares can be based on the par amount, or can exceed the par amount, but must not be lower than the par amount.

Article 18 The shares issued by the company shall be centrally deposited at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.

Article 19 The total number of shares of the company is 2,229,868,126 shares, all of which are RMB ordinary shares.

Article 20 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., unless the company implements an employee stock ownership plan.

For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.

Section 2 Share Increase, Decrease and Repurchase

Article 21 According to the needs of operation and development, in accordance with the provisions of laws and regulations, and upon resolution of the shareholders' meeting, 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 22 A company may reduce its registered capital. When a company reduces its registered capital, it must comply with the Company Law

and other relevant provisions and procedures stipulated in Chapter 9 of this Articles of Association.

Article 23 A company may not acquire its own shares. However, except for one of the following circumstances:

(1) Reduce the company’s registered capital;

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

(3) Use shares for 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) Necessary for the company to safeguard the company's value and shareholders' rights.

Article 24 A company may choose one of the following methods to acquire its own shares:

(1) Centralized bidding trading method of stock exchanges;

(2) Issue a repurchase offer to all shareholders in the same proportion;

(3) Other methods approved by the China Securities Regulatory Commission;

Acquisition of the company's shares due to the circumstances specified in Items (3), (5) and (6) of Article 23 shall be conducted through centralized bidding transactions on the stock exchange.

Article 25 If the company acquires the company's shares due to the reasons stipulated in Article 23 (1) and (2) of the Articles of Association, it shall obtain a resolution from the shareholders' meeting. Due to the reasons specified in Items (3), (5) and (6) of Article 23 of the Articles of Association, the acquisition of the company's shares may be made in accordance with the provisions of the Articles of Association or the authorization of the shareholders' meeting, and upon resolution at 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 23, if it falls under the circumstances of item (1), it shall be canceled within 10 days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within 6 months; if it falls under the circumstances of items (3), (5), and

In the case of item (6), the total number of shares of the company held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or canceled within three years.

Section 3 Share Transfer

Article 26 The company's shares shall be transferred in accordance with the law.

Article 27 A company shall not accept its own shares as the subject of pledge.

Article 28 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 the 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 held by them in the company; the shares held by the company shall not be transferred within one 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 29 If a company's directors, senior managers, or shareholders 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, the proceeds will belong to the company, and the company's board of directors will take back the proceeds. However, there are exceptions where securities companies hold more than 5% of the shares due to underwriting the purchase of remaining stocks after the sale, and other circumstances stipulated by the securities regulatory authority of the State Council.

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 comply with the provisions of paragraph 1, shareholders have the right to request the company's board of directors to implement within thirty days; if the company's board of directors fails to implement within the above period, shareholders have the right to directly file a lawsuit with the People's Court in their own names 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 30 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 shall enjoy corresponding rights and assume corresponding obligations according to the types and shares of shares they hold in accordance with laws, administrative regulations and these Articles of Association; shareholders holding the same type of shares shall enjoy the same rights and assume the same obligations.

Article 31 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 32 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, preside over, participate in or appoint shareholders’ agents to attend shareholder meetings in accordance with the law

meeting, and exercise corresponding voting rights in accordance with the shares held by them;

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

(4) Transfer, donate or pledge its property in accordance with the provisions of laws, administrative regulations and these Articles of Association

shares held;

(5) Check and copy the company's articles of association, shareholder list, shareholders' meeting minutes, board of directors meeting resolutions, and financial accounting reports. Shareholders who meet the regulations may check the company's

Accounting books and accounting vouchers;

(6) When the company is terminated or liquidated, the company shall participate in the remaining shares of the company based on the share of shares it holds.

distribution of property;

(7) Shareholders who object to the company merger or division resolution made by the shareholders’ meeting request a public hearing

The company acquires its shares;

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

Article 33 Shareholders who request to review or copy company-related materials must comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations.

Article 34 If the resolutions of the company’s shareholders’ meeting or board of directors violate 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. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions. If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.

If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. If it involves the correction of previous matters, it will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled.

Article 35 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:

(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;

(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;

(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;

(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.

Article 36 If directors or senior managers other than members of the audit committee violate laws, administrative regulations or the provisions of these Articles of Association when performing their duties and cause losses to the company, shareholders who hold more than 1% of the company's shares individually or jointly 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 members of the audit committee violate laws, administrative regulations or the provisions of this Article when performing their duties and cause losses to the company, shareholders may request the board of directors in writing to file a lawsuit in 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.

Directors, supervisors (if any), and senior managers of the company's wholly-owned subsidiaries violate laws, administrative regulations, or the provisions of these Articles of Association when performing their duties, causing losses to the company, or others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and causing losses, individually or independently for more than 180 consecutive days. Shareholders who collectively hold more than 1% of the company's shares may request in writing the supervisory board/supervisors (if any) or the board of directors of a 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 name.

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

Article 37 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 38 The shareholders of the company bear the following obligations:

(1) Comply with laws, administrative regulations and this Articles of Association;

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

(3) Except under circumstances stipulated by laws and regulations, its share capital shall not be withdrawn;

(4) Shareholders’ rights shall not be abused to harm the interests of the company or other shareholders;

The independent status of a company as a legal person and the limited liability of shareholders harm the interests of the company's creditors;

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

Article 39 If a company shareholder abuses his shareholder rights and causes losses to the company or other shareholders, he 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.

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 when this fact occurs.

When an investor holds, or jointly holds with others through an agreement or other arrangement, 5% of the company's issued voting shares, he or she shall, within 3 days from the date of occurrence of this fact, make a written report to the securities regulatory authority of the State Council and the stock exchange, notify the company in writing, and make an announcement. During the above period, no further trading of the company's stocks is allowed, except under circumstances specified by the securities regulatory authority of the State Council.

After an investor holds or jointly holds with others through an agreement or other arrangement a company's issued voting shares reaching 5%, and the proportion of the company's issued shares it holds reaches an integral multiple of 5% (excluding 5%), a report and announcement shall be made in accordance with the provisions of the preceding paragraph. From the date when this fact occurs to three days after the announcement, the company's shares may no longer be bought or sold, except for the circumstances specified by the securities regulatory authority of the State Council.

After an investor holds or jointly holds with others through an agreement or other arrangement a company's issued voting shares reaching 5%, and the proportion of the company's issued voting shares it holds reaches an integral multiple of 1%, the investor shall notify the company and make an announcement on the next day after the fact occurs.

If a company purchases shares with voting rights in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, within 36 months after the purchase, the voting rights will not be exercised on the shares exceeding the prescribed proportion, and will not be included in the total number of shares with voting rights for shareholders present.

Section 2 Controlling Shareholders and Actual Controllers

Article 41 The company’s controlling shareholders and actual controllers shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, and safeguard the interests of the company.

If the company has no controlling shareholder or actual controller, the provisions of this section shall apply to the company's largest shareholder.

Article 42 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 43 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 stable production and operation shall be maintained.

Article 44 Controlling shareholders and actual controllers who transfer the shares of the company they hold shall abide by 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 45 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) Elect and replace directors who are not employee representatives and determine the remuneration of relevant directors

matters;

(2) Review and approve the report of the board of directors;

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

(4) Make a resolution to increase or decrease the company’s registered capital;

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

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

(7) Modify this Articles of Association;

(8) Make decisions on the company’s hiring and dismissal of accounting firms that undertake the company’s audit business.

discuss;

(9) Review and approve the guarantee matters stipulated in this Articles of Association;

(10) Review the company’s purchases and sales of major assets within one year exceeding the company’s latest economic period

Audit matters involving 30% of total assets;

(11) Review the company’s asset sales or purchases, external investments, asset mortgages, entrusted financial management and other transaction amounts within one year to reach the "Shenzhen Stock Exchange Stock Listing Rules"

The stipulated circumstances that should be submitted to the shareholders' meeting for review;

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

(13) Review equity incentive plans and employee stock ownership plans;

(14) The company's annual shareholders' meeting may authorize the board of directors to decide to issue financing to specific objects, with the total amount not exceeding RMB 300 million and not exceeding the percentage of net assets at the end of the most recent year.

20 shares, the authorization will expire on the date of the next annual shareholders’ meeting;

(15) Review of laws, administrative regulations, departmental rules or these Articles of Association shall be carried out by the shareholders’ meeting

Other matters decided.

The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds.

The company may issue stocks and corporate bonds convertible into stocks upon resolution of the shareholders' meeting, or by resolution of the board of directors upon authorization by the Articles of Association or the shareholders' meeting. The specific implementation shall comply with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and stock exchanges.

Unless otherwise provided by laws, administrative regulations, provisions of the China Securities Regulatory Commission or rules of stock exchanges, the powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.

Article 46 All external guarantees of the company must be reviewed and approved by the board of directors. Among them, the following external guarantees must be reviewed and approved by the shareholders' meeting.

(1) The total external guarantees of the company and its controlled subsidiaries exceed the latest period

Any guarantee provided after 50% of the audited net assets;

(2) The company’s total external guarantees exceed 30% of the latest audited total assets

any guarantees given in the future;

(3) The amount of guarantees provided by the company to others within one year exceeds the amount of the company’s latest economic period.

Guarantee of 30% of total audit assets;

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

(5) A single guarantee amount exceeds 10% of the latest audited net assets;

(6) Guarantees provided to shareholders, actual controllers and their related parties;

(7) Other guarantee situations stipulated by the Shenzhen Stock Exchange or the company's articles of association.

When the board of directors considers guarantee matters, it must obtain the approval of more than two-thirds of the directors present at the board meeting. When the shareholders' meeting considers the guarantee item (3) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.

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

Article 47 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 48 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:

(1) The number of directors is less than the number stipulated in the Company Law or the number stipulated in these Articles of Association

2/3 hours;

(2) When the company’s uncompensated losses reach 1/3 of the total paid-in 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 circumstances stipulated in laws, administrative regulations, departmental rules or this Article. The calculation of the shareholding ratio specified in item (3) above shall be based on the date when the shareholder submits a written request.

Article 49 The company's shareholders' meeting shall be held in the form of an on-site meeting at the company's office or other location specified by the company in the notice of shareholders' meeting. The company will simultaneously provide online voting methods to facilitate shareholders. In addition, companies can convene using electronic communication at the same time.

The time and location of the on-site meeting should be chosen to facilitate shareholders' participation. After the notice of the shareholders' meeting is issued, the location of the on-site shareholders' meeting shall not be changed without justifiable reasons. If changes are indeed necessary, the convener shall announce and explain the reasons at least 2 working days before the on-site meeting.

Article 50 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 51 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 52 The Audit Committee has the right to propose to the Board of Directors to convene an extraordinary shareholders' meeting, and shall submit the proposal 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 53 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 making the board of directors' resolution. Any changes to the original request in the notice must obtain the consent of 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 a 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 54 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 55 The board of directors and the board secretary will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors will provide a shareholder register on the record date.

Article 56 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 57 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 58 When the 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 temporary proposals and submit them in writing to the convener 10 days before the shareholders' meeting. 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 company's 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.

For proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 57 of the Articles of Association, the shareholders' meeting shall not vote and make resolutions.

Article 59 The convener will notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify shareholders by announcement 15 days before the meeting.

Article 60 The notice of shareholders’ meeting shall include the following contents:

(1) The time, place and duration of the meeting;

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

(3) Explain in clear 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 public shareholder.

shareholders of the company;

(4) The 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) Voting time and voting procedures online or by other means.

Article 61 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 any related relationship with the company or the company’s controlling shareholder and actual controller

Department;

(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;

Quit.

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

Article 62 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 63 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 64 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting and exercise their 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 65 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/her identity; if an individual shareholder entrusts a proxy to attend the meeting, he/she shall present his/her valid identity card or 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 that proves his or her qualifications as a legal representative; if an agent attends the meeting, the agent shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law.

Article 66 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 principal, the type and number of shares of the company held;

(2) The name of the agent;

(3) Specific instructions from shareholders, including voting on each matter included in the agenda of the shareholders’ meeting;

Instructions for voting in favor, against or abstaining from voting, etc.;

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

(5) Signature (or seal) of the principal. If the client is a legal person shareholder, the legal person unit should be stamped

Seal.

Article 67 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization document 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.

If the principal is a legal person, its legal representative or a person authorized by resolution of the board of directors or other decision-making body shall attend the company's shareholders' meeting as a representative.

Article 68 The company is responsible for preparing a meeting register of attendees. The meeting register shall state the names (or names of units) of the participants, ID numbers, residential addresses, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.

Article 69 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 70 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 71 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. When the convener 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 the convener or his elected representative.

When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure and makes it impossible to continue the shareholders' meeting, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.

Article 72 The company shall formulate rules of procedure for the shareholders' meeting, specifying in detail the convening, 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 73 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 74 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.

Article 75 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 76 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, location, 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 voting shares held and

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 Article of Association.

Article 77 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives, and meeting presiding officers who attend or attend the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature books of the shareholders present on site, the power of attorney of the proxies, and the valid information on voting status via the Internet and other methods, and the retention period shall be no less than 10 years.

Article 78 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 79 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by the shareholders 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 attending the shareholders' meeting.

Article 80 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) Except as stipulated by laws, administrative regulations or these Articles of Association, special resolutions must be adopted

other matters.

Article 81 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, spin-off, merger, dissolution and liquidation of the company;

(3) Modifications to this Articles of Association;

(4) The amount of money the company purchases or sells major assets or provides guarantees to others within one year

Exceeding 30% of the company’s latest audited total assets;

(5) Equity incentive plan;

(6) 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 by special resolutions

item.

Article 82 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall be entitled to one vote, except class shareholders.

When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of individual vote counting should be disclosed to the public in a timely manner.

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, shareholders holding more than 1% of the shares with voting rights, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission may publicly solicit shareholders' voting rights for shareholders' meetings. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.

Article 83 When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be included 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.

Article 84 The avoidance and voting procedures of related shareholders shall be handled in accordance with the relevant provisions of the related transaction management system formulated by the company.

Article 85 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 86 The list of candidates for directors (excluding employee representative directors) shall be submitted to the shareholders' meeting for voting in the form of proposals.

The methods and procedures for nomination of candidate directors are as follows:

Shareholders and the board of directors who individually or jointly hold more than 1% of the company's total outstanding voting shares have the right to nominate director candidates (excluding employee representative directors). The nomination methods and procedures for independent directors shall be implemented in accordance with the relevant provisions of laws, administrative regulations and departmental rules. The board of directors of the shareholders' meeting shall announce to shareholders the resume and basic information of the candidate directors.

When the shareholders' meeting considers the proposal for the election of directors (excluding employee representative directors), each director candidate shall be voted on one by one.

When the shareholders' meeting votes on the election of directors, a cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or the resolution of the shareholders' meeting; if a single shareholder and its persons acting in concert hold an equity ratio of 30% or more, or when the shareholders' meeting elects two or more independent directors, a cumulative voting system shall be implemented.

The cumulative voting system mentioned in the preceding paragraph means that when the shareholders' meeting elects directors (excluding employee representative directors), each share has the same voting rights as the number of directors to be elected, and the voting rights owned by shareholders can be used collectively.

The company implements a cumulative voting system in accordance with the relevant provisions of the "Rules of Procedure for the Shareholders' Meeting".

Employee representative directors are democratically elected by the company's employee representative conference, workers' conference or other forms of democracy and do not need to be submitted to the shareholders' meeting for review.

Article 87 In addition to the cumulative voting system, the shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, they will vote in the order in which the proposals are 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 88 When the shareholders' meeting considers the proposal, no modifications will be made to the proposal. Otherwise, the relevant changes shall be regarded as a new proposal and cannot be voted on at this shareholders' meeting.

Article 89 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 90 The shareholders' meeting shall vote by registered vote.

Article 91 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision.

When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes. Shareholders of listed companies or their agents who vote online or by other means have the right to check their voting results through the corresponding voting system.

Article 92 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 companies, vote counters, scrutineers, shareholders, network service providers and other relevant parties involved in the shareholders' meeting on-site, online and other voting methods have the obligation to keep the voting information confidential.

Article 93 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 94 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 95 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 96 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 97: If the shareholders' meeting passes the relevant proposal for the election of directors (excluding employee representative directors), the new directors (excluding employee representative directors) will take office immediately after the meeting.

Article 98 If the shareholders' meeting passes the 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 Board of Directors

Section 1 Directors

Article 99 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 he is sentenced to probation, the period from the expiration of the probation period has not exceeded 2 years.

years;

(3) Anyone who serves as a director, factory director or general manager of a company or enterprise that is subject to bankruptcy and liquidation, and is personally responsible for the bankruptcy of the company or enterprise, shall be liable for the bankruptcy and liquidation of the company or enterprise.

Less than 3 years have passed since the date of completion;

(4) If you serve as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to violations of the law, and you bear personal responsibility, your business license will be revoked from that company or enterprise.

It has not been more than 3 years since the date of license or order to close;

(5) The individual's debts with a relatively large amount have not been paid off when due and are classified as dishonest by the People's Court.

executor;

(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;

management personnel, etc., and the time limit has not expired;

(8) Other contents stipulated by 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 cease his performance.

job.

Article 100 Directors (excluding employee representative directors) shall be elected or replaced by the shareholders' meeting, and may be dismissed 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 company should sign a contract with the director to clarify the rights and obligations between the company and the director, the director's term of office, the director's liability for violating laws, regulations and the company's articles of association, and the company's compensation for early termination of the contract for any reason.

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 hold the positions of senior managers and employee representatives shall not exceed 1/2 of the total number of directors of the company.

The sponsors will propose a list of candidates for the directors of the first board of directors, and submit them as proposals to the shareholders' meeting/founding meeting for review and approval. A list of candidates for future directors may be proposed by shareholders who hold or collectively hold more than 1% of the company's total voting shares, and submit a proposal to the shareholders' meeting for review and approval.

Article 101 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) No one shall take advantage of his or her authority to accept bribes or other illegal income, or embezzle the company’s

property;

(2) No misappropriation of company funds is allowed;

(3) Company funds shall not be used to open accounts in his or her own name or the names of other individuals.

storage;

(4) Without reporting to the board of directors or shareholders' meeting and passing the resolution of the board of directors or shareholders' meeting in accordance with the provisions of these Articles, the shareholders' meeting shall not directly or indirectly enter into any agreement with the company.

Enter into a contract or conduct a transaction;

(5) You shall not take advantage of your position to seek business opportunities that should belong to the company for yourself or others, but report to the board of directors or shareholders' meeting and pass the resolution of the shareholders' meeting, or the company cannot take advantage of such business opportunities in accordance with the provisions of laws, administrative regulations or these Articles of Association.

Except for business opportunities;

(6) Without reporting to the board of directors or the shareholders’ meeting and passing the resolution of the shareholders’ meeting, no one shall

Operate or operate similar business to the Company for others;

(7) You are not allowed to accept commissions from other people’s transactions with the company as your own;

(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.

Close relatives of directors and senior managers, companies 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 who enter into contracts or conduct transactions with the company, shall apply.

Item (4) of Paragraph 2 of this Article.

Article 102 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 expected of managers.

meaning. 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 business activities comply with national laws, administrative regulations and various national economic policies.

Requirements: commercial activities shall not exceed the business scope specified in the business license;

(2) All shareholders should be treated fairly;

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

(4) A written confirmation of the company’s periodic reports should be signed. Guarantee the information disclosed

True, accurate and complete;

(5) Relevant information and information shall be truthfully provided to the audit committee and shall not hinder the audit

The committee exercises its powers;

(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association. Article 103 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings,

If deemed unable to perform its duties, the board of directors shall recommend to the shareholders' meeting that he be removed.

Article 104 Directors may resign before the expiration of their term of office. Directors should submit a letter of resignation to the board of directors

The resignation will take effect on the day the company receives the resignation report, and the board of directors will

Disclose the relevant information within.

If the number of members of the company's board of directors falls below the legal 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 105 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 for one year after the end of his term. His or her obligation to maintain the confidentiality of the company's trade secrets shall remain in effect after the end of his or her tenure until the secrets become public information. The duration of other obligations shall be determined based on the principle of equity, depending on the length of time between the occurrence of the event and departure from office, and the circumstances and conditions under which the relationship with the company ends. 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 106 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made.

If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.

Article 107 No director may act in his or her own name on behalf of the company or the board of directors without the provisions of these articles of association or the legal authorization of the board of directors. 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 108 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 109 The company shall have a board of directors, which shall be responsible to the shareholders' meeting.

Article 110 The board of directors shall consist of 8 directors, of which independent directors shall account for no less than one-third of the board members and 1 employee representative director.

Article 111 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 profit distribution plan and loss compensation plan;

(5) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and

listing plan;

(6) To formulate plans for major acquisitions of the company, acquisition of the company’s stocks, mergers, divisions, and dissolutions;

Plans for dissolution and change of company form;

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

Donations and other matters;

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

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

and decide on their remuneration matters and rewards and punishment matters;

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

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

(12) Management company information disclosure matters;

(13) Request to the shareholders’ meeting to hire or change the accounting firm to audit the company;

(14) Listen to the work report of the general manager of the company and inspect the work of the general manager;

(15) Other rights granted by laws, administrative regulations, departmental rules, these Articles of Association or the shareholders’ meeting

His authority.

Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.

Article 112 The 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 113 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.

Article 114 The board of directors shall determine the authority for external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc., and establish strict review and decision-making procedures; the board of directors shall have the right to decide transactions that do not meet the requirements of the Shenzhen Stock Exchange Stock Listing Rules and these Articles of Association and should be submitted to the shareholders' meeting for review. The specific amount of authority and the specific proportion of the funds involved in the company's assets shall be determined in accordance with the Shenzhen Stock Exchange Stock Listing Rules. Major investment projects shall be reviewed by relevant experts and professionals and submitted to the shareholders' meeting for approval.

Article 115 The board of directors shall have a chairman. The chairman of the board of directors is elected by a majority of all directors.

Article 116 The chairman of the board of directors 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) Other powers granted by the board of directors.

Article 117 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 118 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 119 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 120 The notification method for the board of directors to convene an extraordinary board meeting is: the board of directors office shall notify all directors in writing of the time and place of the meeting at least three days in advance by email, fax or by hand.

If the situation is urgent and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible, the meeting notice may be issued at any time by telephone or other oral means, but the convener shall make an explanation at the meeting.

Article 121 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.

The notice of the oral meeting shall also include a statement that the emergency situation requires that an extraordinary meeting of the board of directors be convened as soon as possible.

Article 122 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors.

The voting on resolutions of the board of directors shall be based on one person, one vote.

Article 123 If a director has a relationship with an enterprise or individual involved in 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 review.

Article 124 Board meetings may be conducted by a show of hands or by voting.

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

Article 125 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may entrust another director in writing to attend on his behalf. The power of attorney 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 126 The board of directors shall keep minutes of its decisions on matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.

Directors have the right to request that explanatory records of their speeches at the meeting be recorded in the meeting minutes.

The minutes of board of directors meetings shall be kept as company files and shall be kept for no less than 10 years.

Article 127 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 methods and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).

Article 128 Directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations, the Articles of Association, or the resolution of the shareholders' meeting, causing the company to suffer serious losses, the directors who participated in the resolution shall be liable to the company for compensation. However, if it is proved that the director expressed his dissent during the voting and recorded it in the minutes of the meeting, the director may be exempted from liability.

Section 3 Secretary of the Board of Directors

Article 129 The board of directors shall have a board secretary, who shall be a senior manager of the company and shall be responsible to the board of directors.

Article 130 The secretary of the board of directors shall have the necessary professional knowledge and experience.

The circumstances stipulated in Article 99 of the Articles of Incorporation that prohibit serving as a company director shall apply to the secretary of the board of directors.

Article 131 The secretary of the board of directors is responsible for the company and the board of directors and performs the following duties:

(1) Responsible for the company’s information disclosure affairs, coordinate the company’s information disclosure work, organize and formulate the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to comply with relevant regulations on information disclosure;

(2) Responsible for organizing and coordinating the company’s investor relations management work, and coordinating information communication between the company and securities regulatory agencies, shareholders and actual controllers, intermediaries, media, etc.;

(3) Organize and prepare for board of directors meetings and shareholders’ meetings, participate in relevant meetings of shareholders’ meetings, the board of directors and senior managers, and be responsible for recording and signing of board meeting minutes;

(4) Responsible for the confidentiality of company information disclosure, and promptly report and announce to the Shenzhen Stock Exchange when major undisclosed information is leaked;

(5) Pay attention to rumors about the company and take the initiative to verify the true situation, and urge the board of directors and other relevant entities to respond to inquiries from the Shenzhen Stock Exchange in a timely manner.

(6) Organize directors and senior managers to conduct training required by relevant laws and regulations, the Shenzhen Stock Exchange Listing Rules and other regulations of the Shenzhen Stock Exchange, and assist the aforementioned personnel in understanding their respective responsibilities in information disclosure.

(7) Supervise directors and senior managers to abide by laws and regulations, the "Shenzhen Stock Exchange Stock Listing Rules", other provisions of the Shenzhen Stock Exchange and the Articles of Association, and earnestly fulfill the commitments they have made; when they learn that the company, directors or senior managers have made or may make resolutions that violate relevant regulations, they should be reminded and immediately and truthfully reported to the Shenzhen Stock Exchange.

(8) Responsible for the management of changes in the company’s stocks and derivatives.

(9) Other duties required by laws, regulations and Shenzhen Stock Exchange.

Article 132 A director or senior manager of a company may concurrently serve as the secretary of the company's board of directors.

Accountants from accounting firms and lawyers from law firms hired by the company shall not concurrently serve as the company's board of directors secretaries.

Article 133 The secretary of the board of directors shall be nominated by the chairman of the board of directors and appointed or dismissed by the board of directors.

If a director concurrently serves as the secretary of the board of directors, and if a certain act needs to be performed by the director and the secretary of the board of directors respectively, the person who concurrently serves as the director and the secretary of the company's board of directors shall not perform the act in a dual capacity.

Section 4 Independent Directors

Article 134 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 consulting 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 135 Independent directors must maintain their 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 ten shareholders of the company;

(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions 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 past twelve 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 136 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 five 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 137 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 138 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 more than half 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 139 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 140 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 138 of this Article and Article 139 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 elected 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 5 Special Committees of the Board of Directors

Article 141 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 142 The Audit Committee shall consist of three directors who are not senior managers of the company, including two independent directors, with accounting professionals among the independent directors serving as the convener.

Article 143 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) Appoint or dismiss the accounting firm that handles the company’s audit business;

(3) Appoint or dismiss the company’s financial director;

(4) Changes in accounting policies, accounting estimates or correction of major accounting errors for 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.

The Audit Committee meets at least once every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds 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 other special committees such as strategy, nomination, remuneration and assessment, etc., 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. The nomination committee and the remuneration and assessment committee should have a majority of independent directors, and the independent directors should serve as the convener.

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 or fully adopts the recommendations of the Remuneration and Appraisal Committee, 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 6 Senior Management

Article 147 The company shall have one general manager and several deputy general managers; the general manager and deputy general managers shall be appointed or dismissed by the board of directors.

The company's general manager, deputy general manager, financial controller, board secretary and other personnel appointed by the board of directors to assume management responsibilities in the company are the company's senior managers. The company should sign an employment contract with its senior managers, clarifying the rights and obligations of both parties, the term of office of the senior managers, the responsibilities of the senior managers for violating laws, regulations and the company's articles of association, etc. The appointment and dismissal of senior managers must follow legal procedures and be disclosed in a timely manner.

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.

The company's senior managers should 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.

Article 149 Persons who hold other administrative positions other than directors and supervisors in the company's controlling shareholder units shall not serve as senior managers of the company.

The company's senior managers only receive their salaries from the company and are not paid by the controlling shareholder.

Article 150 The term of office of the general manager and deputy general manager is three years, and they can be re-elected upon expiration of their term.

Article 151 The general 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 general manager and financial director;

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

(8) Formulate the wages, benefits, rewards and punishments of the company's employees, and decide on the hiring and dismissal of the company's employees;

(9) Exercising the powers of the legal representative;

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

The general manager attends board meetings. The deputy general manager assists the general manager in his work and is responsible for

Responsible.

Article 152 The general manager shall formulate working rules for the general manager (manager level) and submit them to the board of directors for approval before implementation.

Give.

Article 153 The work details of the general manager (manager level) include the following contents:

(1) The conditions, procedures and participants for the general manager meeting;

(2) The specific responsibilities and division of labor of the general manager and other senior managers;

(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 general manager shall, in accordance with the requirements of the board of directors or the audit committee, truthfully report to the board of directors or the audit committee the signing and implementation of major contracts and the use of funds.

and profits and losses, shall not hinder the Board of Directors or the Audit Committee from exercising their powers.

Article 155 The general manager shall listen to the opinions of the trade union and listen to the opinions and suggestions of the employees through the employee representative conference or other forms when formulating issues related to employees' wages, benefits, production safety, labor protection, labor insurance, employment and dismissal, etc. that involve the vital interests of employees.

discussion.

Article 156 The general manager and deputy general manager may resign before the expiration of their term of office. Regarding resignation

The specific procedures and methods are stipulated in the labor contract between them and the company.

Article 157 If a senior manager performs his duties in the company and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation.

Senior managers who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.

Chapter 7 Financial Accounting System, Profit Distribution and Auditing

Section 1 Financial Accounting System

Article 158 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.

Article 159 The company shall submit and disclose an annual report to the CSRC offices and stock exchanges within 4 months from the end of each fiscal year, and submit and disclose an interim report to the CSRC offices and stock exchanges within 2 months from the end of the first half of each fiscal year.

The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws, administrative regulations and departmental rules.

Article 160 The company will not maintain any 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 161 When a company distributes its 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 can 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 provisions of the Company Law, the shareholders shall return the profits distributed in violation of the provisions to the company; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.

The company's shares held by the company will not participate in the distribution of profits.

Article 162 The premium received by a company from issuing shares at an issuance price that exceeds the par value of the shares and other income that is included in the capital reserve fund according to relevant national laws and regulations, etc., shall be listed as the company's capital reserve fund.

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 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 into capital, the remaining reserve fund shall not be less than 25% of the company's registered capital before the conversion.

Article 164 The company implements a continuous, stable and positive profit distribution policy. The company's profit distribution should pay attention to reasonable returns to investors and take into account the company's sustainable development. The company distributes dividends in the form of cash, stocks, or a combination of cash and stocks. If the conditions for cash dividends are met, the company will give priority to cash dividends for profit distribution. If stock dividends are used for profit distribution, reasonable factors such as the company's growth and the dilution of net assets per share should be considered comprehensively.

Article 165 The company mainly adopts a profit distribution policy of cash dividends, namely:

(1) The company achieves profits in the current year and shall make up for losses, withdraw statutory reserve funds, and

If there are distributable profits after the surplus reserve fund, the company shall distribute cash dividends;

(2) The company's profit distribution shall not exceed the range of accumulated distributable profits. If there is no major investment plan or major cash expenditures, profits distributed in the form of cash shall not be

Less than 10% of the distributable profits realized during the year;

(3) The company's operating conditions are good, and the board of directors believes that the company's stock price does not match the company's share capital, and issuing stock dividends is conducive to the consolidation of all shareholders of the company.

When seeking personal interests, you can propose that the company distribute stock dividends;

(4) The company may distribute stock dividends while distributing cash dividends. A major investment plan or major cash expenditure refers to one of the following situations:

(1) The company’s planned cumulative expenditure on external investment, asset acquisition, or equipment purchase in the next twelve months reaches or exceeds 50% of the company’s most recent audited net assets, and

More than NT$50 million;

(2) The company plans to invest, acquire assets or purchase equipment in the next twelve months.

The calculated expenditure reaches or exceeds 30% of the company's latest audited total assets. The above-mentioned major investment plans or major cash expenditures shall be reviewed by relevant experts and professionals organized by the board of directors and then reported to the shareholders' meeting for approval.

Article 166 In principle, the company shall distribute cash dividends once a year. If no major investment plan or major cash expenditure occurs, the cumulative profits distributed by the company in cash in the last three years in any year shall not be less than 30% of the average annual distributable profit achieved in the last three years. The specific dividend ratio is formulated by the company's board of directors in accordance with the relevant provisions of the China Securities Regulatory Commission, relevant laws and regulations and the company's operating conditions, and submitted to the company's shareholders' meeting for review and decision. If the above ratio cannot be achieved due to special reasons, the board of directors shall make a special explanation to the shareholders' meeting. The 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:

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

(2) 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%;

(3) If the company's development stage is the growth stage and there are major capital expenditure arrangements, when making profit distribution, 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.

When a company distributes profits, it should express the ratio of dividends and capitalization per 10 shares, and the base number of capital should be based on the actual capital before the implementation of the plan. If tax is deducted, state the actual amount and quantity of dividends distributed per 10 shares after tax deduction, and withhold and remit the tax payable on shareholder dividend income in accordance with relevant laws and administrative regulations at the time of distribution.

Article 167 The company’s shareholder return plan

The company comprehensively considers factors such as profitability, capital needs, development goals and reasonable returns to shareholders, and re-examines the shareholder return plan at least every three years.

The company should fully consider and listen to the opinions of shareholders (especially public investors) and independent directors through multiple channels, and make appropriate and necessary modifications to the company's ongoing dividend distribution policy to determine the shareholder return plan for this period.

The company will maintain the continuity and stability of the dividend distribution policy. If the dividend distribution policy is changed, it must be voted and approved by the board of directors and shareholders' meeting.

Article 168: Demonstration procedures and decision-making mechanism for the company’s profit distribution policy

When a company distributes profits, the company's board of directors should first formulate a distribution plan based on the company's profitability, capital needs, business development and shareholder return plans, and then submit it to the company's shareholders' meeting for review. For the company's undistributed profits for the current year, the board of directors should explain the planning arrangements or principles in the distribution plan.

During the demonstration process of the profit distribution plan, the company's board of directors should carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividends, the conditions for adjustment and the requirements for decision-making procedures; independent directors have the right to express independent opinions if they believe that the specific cash dividend plan may damage the rights and interests of the listed company or small and medium-sized shareholders. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, it shall record the opinions of independent directors and the specific reasons for not adopting them in the board resolution and disclose them.

Before the shareholders' meeting reviews the specific cash dividend plan, the company should communicate with shareholders, especially small and medium-sized shareholders, through multiple channels (including but not limited to telephone, fax, email, interactive platform, etc.), fully listen to the opinions and demands of small and medium-sized shareholders, and respond to issues of concern to small and medium-sized shareholders in a timely manner.

The company shall strictly implement the cash dividend policy stipulated in the company's articles of association and the cash dividend plan reviewed and approved by the shareholders' meeting. If it is really necessary to adjust or change the cash dividend policy specified in the company's articles of association, the conditions stipulated in the company's articles of association shall be met, and the corresponding decision-making procedures shall be implemented after detailed demonstration, and shall be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting.

The company generally pays annual dividends, and the company's board of directors can propose the company to make mid-term cash distributions based on the company's capital needs. When the company convenes the annual shareholders' meeting to review the annual profit distribution plan, it may review and approve the conditions, proportion limit, amount limit, etc. for the next year's interim cash dividend. The upper limit of interim dividends for the next year reviewed by the annual shareholders' meeting shall not exceed the net profit attributable to shareholders of the listed company during the corresponding period. The board of directors formulates a specific interim dividend plan based on the resolution of the shareholders' meeting and subject to the conditions for profit distribution.

A company may not distribute profits when one of the following circumstances exists:

(1) The company’s audit report for the most recent year is a non-unqualified opinion or an unqualified opinion with a paragraph on major uncertainties related to continuing operations;

(2) The asset-liability ratio at the end of the year is higher than 70%;

(3) The company has major capital expenditure arrangements in the next 12 months;

(4) The net operating cash flow for the year is negative;

(5) Other circumstances that the company deems inappropriate for profit distribution.

Article 169 Profit distribution supervision and restriction mechanism

When the company's board of directors makes a decision to formulate a dividend plan, it should record in detail the management's suggestions, the key points of the speeches of the participating directors, the voting status of the board of directors, etc., and form a written record and keep it properly as a company file.

The company shall disclose in detail the formulation and implementation of the cash dividend policy in its annual report, and provide special explanations on the following matters:

(1) Whether it complies with the provisions of the company's articles of association or the requirements of the shareholders' meeting resolution;

(2) Whether the dividend standards and proportions are clear and clear;

(3) Whether the relevant decision-making procedures and mechanisms are complete;

(4) If the company fails to distribute cash dividends, it should disclose the specific reasons and the next steps it plans to take to enhance investor returns;

(5) Whether small and medium-sized shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of small and medium-sized shareholders are fully protected, etc.

If the cash dividend policy is adjusted or changed, a detailed explanation of whether the conditions and procedures for adjustment or change are compliant and transparent shall be provided.

If the company makes a profit that year and the board of directors does not propose a profit distribution plan in the form of cash, it should also explain the reasons and the next steps to be taken to enhance investor returns.

After the company's shareholders make a resolution on the profit distribution plan, or 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.

Section 2 Internal Audit

Article 170: The company implements an internal audit system, equips full-time auditors, and clarifies 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 171 The company’s internal audit institution shall conduct inspections on the company’s business activities, risk management, internal control, financial

Supervise and inspect business information and other matters.

Article 172 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 them to the audit committee.

Report directly.

Article 173 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company based on the evaluation report and relevant evaluation report issued by the internal audit institution and reviewed by the audit committee.

relevant information and issue an annual internal control evaluation report.

Article 174 The audit committee shall conduct consultations with external audit units such as accounting firms and national audit institutions.

When communicating, the internal audit institution should actively cooperate and provide necessary support and collaboration.

Article 175 The audit committee shall participate in the assessment of the person in charge of internal audit.

Section 3 Appointment of Accounting Firm

Article 176 A company that hires an accounting firm that complies with the provisions of the Securities Law to conduct accounting statement audits, net asset verification and other related consulting services for a period of one year may

Renewal.

Article 177 The company’s appointment or dismissal of an accounting firm shall be decided by the shareholders’ meeting. The board of directors shall not

Appoint an accounting firm before the shareholders' meeting decides.

Article 178 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 lie

Report.

Article 179 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 180 When the company dismisses or does not renew the appointment of the accounting firm, it shall notify the accounting firm 10 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 8 Notices and Announcements

Section 1 Notice

Article 181 The company’s notice shall be issued in the following forms:

(1) Delivered by special person;

(2) Sent by mail, fax, email and other communication methods;

(3) Proceed by announcement;

(4) Other forms specified in this Article.

Article 182 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 183 The notice of the company's shareholders' meeting shall be made by public announcement.

Article 184 The company shall notify the board of directors of the meeting in writing or by email.

Article 185 If a company notice is sent by a special 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. If the company's notification is made by email, the date the email is sent will be deemed as the date of delivery, but the company should notify the recipient by phone from the date the email is sent, and keep the email sending record and email receipt until the resolution is signed.

Article 186 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 187 The company shall designate media outlets and the website of the Shenzhen Stock Exchange that meet the conditions stipulated by the securities regulatory authority of the State Council to publish company announcements and other information that needs to be disclosed.

Chapter 9 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation

Section 1 Merger, spin-off, capital increase and capital reduction

Article 188 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 189 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 190 When a company merges, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date of making the merger resolution, and shall make an announcement within 30 days on media that meets the conditions specified by the securities regulatory authority of the State Council and on the website of the Shenzhen Stock Exchange or the National Enterprise Credit Information Publicity System. 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 191 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 192 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 separation resolution, and shall make an announcement within 30 days on media that meets the conditions specified by the securities regulatory authority of the State Council and on the website of the Shenzhen Stock Exchange or the National Enterprise Credit Information Disclosure System.

Article 193 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 194 When the company reduces its registered capital, it will prepare a balance sheet and property list.

The company shall notify creditors within 10 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement within 30 days on media that meets the conditions specified by the securities regulatory authority of the State Council and on the website of the Shenzhen Stock Exchange or the National Enterprise Credit Information Disclosure System. Creditors have the right to 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. When a company reduces its registered capital, it shall reduce its capital contribution or shares accordingly in proportion to the shares held by shareholders, unless otherwise provided by law or these Articles of Association.

Article 195 If the company still has losses after making up for its losses in accordance with the provisions of Paragraph 2 of Article 163 of this Article, 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 194 of this Article shall not apply, but an announcement shall be made within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, in media that meets the conditions specified by the securities regulatory authority of the State Council and on the website of the Shenzhen Stock Exchange or the National Enterprise Credit Information Disclosure System.

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 196 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 197 When the company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless otherwise provided in the Articles of Association or the shareholders' meeting decides that shareholders have preemptive subscription rights.

Article 198 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.

Section 2 Dissolution and Liquidation

Article 199 The company is dissolved for the following reasons:

(1) The expiration of the business period stipulated in this Articles of Association or other dissolutions stipulated in these Articles of Association

The cause appears;

(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, all shareholders holding the company

Shareholders with more than 10% of the voting rights 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 ten days.

Article 200 If a company falls under the circumstances specified in Items (1) and (2) of Article 199 of the Articles of Association and has not yet distributed property to shareholders, it may continue to exist by amending the Articles of Association or by resolution of the shareholders' meeting.

Amending the Articles of Association or making a resolution at the shareholders' meeting 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 201 The Company shall

If the company is disbanded due to the provisions of Item (5), a liquidation group shall be established to carry out liquidation within 15 days from the date of occurrence of the reasons for dissolution. The liquidation committee shall be composed of directors, unless otherwise stipulated in the Articles of Association or another person shall be elected by resolution of 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 202 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 203 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall make an announcement within 60 days on media that meets the conditions specified by the securities regulatory authority of the State Council and on the website of the Shenzhen Stock Exchange or the National Enterprise Credit Information Publicity System. 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 204 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. male

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 205 If, after cleaning up 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 bankruptcy liquidation in accordance with the law. After the People's Court accepts the bankruptcy application, the liquidation team shall transfer the liquidation affairs to the People's Court

The bankruptcy administrator appointed by the court.

Article 206 After the company's liquidation is completed, the liquidation team shall prepare a liquidation report and submit it to the shareholders' meeting or the people's

The court will confirm and submit it to the company registration authority to apply for cancellation of company registration.

Article 207 Members of the liquidation committee shall perform their liquidation duties and shall have the duty of loyalty and diligence.

If a member of the liquidation team neglects to perform liquidation duties and causes losses to the company, he shall be liable for compensation; if he causes losses to the company or creditors due to intentional or gross negligence, he shall be liable for compensation.

be liable for compensation.

Article 208 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 10 Effectiveness and Modification of the Articles of Association

Article 209 If any of the following circumstances occurs, the company shall amend its articles of association:

(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 210 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.

Approval by the authority; if it involves company registration matters, change registration shall be handled in accordance with the law.

Article 211 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders’ meeting and the approval opinions of the relevant competent authorities.

Modify this charter.

Article 212 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 11 Supplementary Provisions

Article 213 Interpretation

(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; 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 a natural person, legal person or other organization that, although not a shareholder of the company, 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 214 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 was most recently approved and registered by the Heilongjiang Provincial Administration for Market Regulation shall prevail.

Article 215 The terms “above” and “within” in this Article include the original number; “over”, “less than” and “more than” do not include the original number.

Article 216 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.

Article 217 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 218 This Article of Association shall take effect from the date of approval by the shareholders' meeting, and the original version of March 2026 shall be abolished.

Harbin Yuheng Pharmaceutical Co., Ltd.

April 2026