/Xintiandi: Articles of Association

NEWS

Xintiandi: Articles of Association

Shenzhen Stock Exchange

2025/12/09

Xintiandi Pharmaceutical Co., Ltd.

Articles of Association

Chapter 1 General Provisions

Article 1 In order to safeguard the legitimate rights and interests of Xintiandi Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), shareholders, employees and creditors, and regulate the company's organization and behavior, 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"), the Shenzhen Stock Exchange GEM Stock Listing Rules, and the Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies. No. 2 - Standardized Operation of GEM Listed Companies" and other relevant regulations, this Articles of Association (hereinafter referred to as "the Articles of Association" or "Articles of Association") are formulated.

Article 2 The company is a joint-stock limited company established by Henan Xintiandi Pharmaceutical Co., Ltd. as a whole in accordance with the Company Law, Securities Law and other relevant regulations. The company was registered with the Changge Municipal Administration for Market Regulation and obtained a business license with a unified social credit code of 91411000780502633Q.

Article 3 The company was approved by the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") on May 20, 2022, and registered by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") on August 22, 2022. It issued 33.36 million RMB ordinary shares to the public for the first time, and was listed on the GEM of the Shenzhen Stock Exchange on November 16, 2022.

Article 4 Registered name of the company: Xintiandi Pharmaceutical Co., Ltd.

Chinese name: Xintiandi Pharmaceutical Co., Ltd.

English name: Newland Pharmaceutical Co., Ltd.

Article 5 Company address: East side of the southern section of Weiwu Road, Changge City, Henan Province

Postal code: 461500

Article 6 The registered capital of the company is RMB 392.0784 million.

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

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

If the chairman of the board of directors 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 shall determine a new legal representative within thirty days from the date of resignation of the legal representative.

Page 1 of 56

Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company. The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.

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

Article 10 Shareholders shall bear liability for the company to the extent of the shares they subscribe for, and the company shall bear liability for the company's debts with all of its property.

Article 11 From the date of entry into force, these Articles of Association shall become a legally binding document that regulates the organization and behavior of the company, and the rights and obligations between the company and shareholders, and between shareholders, and shall be legally binding on the company, shareholders, directors and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.

Article 12 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's general manager, deputy general manager, chief financial officer, secretary of the board of directors and other personnel specified in these Articles of Association.

Article 13 The company shall establish Communist Party organizations and carry out Party activities in accordance with the provisions of the Constitution of the Communist Party of China. The company provides necessary conditions for the activities of party organizations.

Chapter 2 Business Purpose and Scope

Article 14 The company's business purpose: implement a new strategy-driven development model, adhere to innovation-led and scientific development, and build the company into a new modern platform company with "advanced technology, superior mechanisms, openness and sharing, collaborative empowerment, and harmonious win-win"; practice the business responsibility of "sharing employees, returning shareholders, developing the company, contributing to society, and serving the country"; fulfill the mission of "making life-saving medicines, affordable medicines, conscience medicines, and reassuring medicines"; and realize the vision of "building a first-class domestic and world-leading biopharmaceutical enterprise."

Article 15 After registration in accordance with the law, the company's business scope: production, research and development and sales of pharmaceutical intermediates, APIs, and chemical preparations (excluding hazardous chemicals and products prohibited by the state);

Page 2 of 56

Import and export of goods or technology (except those prohibited by the state or involving administrative approval). (Projects that require approval according to law can only carry out business activities after approval from relevant departments).

Chapter 3 Shares

Section 1 Share Issuance

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

Article 17 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same category 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; subscribers shall pay the same price for each share subscribed.

Article 18 The par value shares issued by the company are all ordinary shares, and the par value is indicated in RMB.

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

Article 20 The joint-stock company takes the form of changing the company type from a limited liability company, and is jointly initiated and established by Henan Shuangjie Industrial Co., Ltd. and Changge Zhongyuan Trading Co., Ltd. as sponsors. The company’s sponsors and the number and proportion of shares subscribed are as shown in the following table:

Serial number Name of sponsor Number of shares held (10,000 shares) Shareholding ratio 1 Henan Shuangjie Industrial Co., Ltd. 8,429.85 85.15% 2 Changge Zhongyuan Trading Co., Ltd. 1,470.15 14.85%

Total 9,900 100%

Article 21 The number of issued shares of the company is 392,078,400 shares. The company’s capital structure is: 392,078,400 ordinary shares, with a face value of 1 yuan per share.

Article 22 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 or otherwise stipulates in these Articles of Association.

Page 3 of 56

For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the company's 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 company's total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.

If a violation of the provisions of the preceding two paragraphs causes losses to the company, the responsible directors and senior managers shall be liable for compensation.

Section 2 Share Increase, Decrease and Repurchase

Article 23 Based on 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 prescribed by the China Securities Regulatory Commission.

The board of directors has the right to decide to issue shares not exceeding 50% of the issued shares within three years, but capital contributions in the form of non-monetary property must be resolved by the shareholders' meeting.

If the board of directors decides to issue shares in accordance with the provisions of the preceding paragraph, resulting in changes in the company's registered capital and the number of issued shares, the modification of the matters recorded in the company's articles of association does not need to be voted on by the shareholders' meeting.

If the board of directors decides to issue new shares, the board resolution must be approved by more than two-thirds of all directors.

Article 24 A company may reduce its registered capital. When a company reduces its registered capital, it shall do so in accordance with the Company Law and other relevant regulations and the procedures stipulated in these Articles of Association.

Article 25 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 shares of the company;

Page 4 of 56

(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 dissents from 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 maintain the company's value and shareholders' rights and interests.

Article 26 When a company acquires its own shares, it shall fulfill its information disclosure obligations in accordance with the provisions of the Securities Law. It may be conducted through public centralized transactions or other methods recognized by laws, administrative regulations and the China Securities Regulatory Commission.

If the company acquires the company's shares due to the circumstances stipulated in Items (3), (5) and (6) of Article 25 of this Article, it shall conduct it through public centralized transactions.

Article 27 If the company acquires the company's shares due to the circumstances stipulated in Items (1) and (2) of Article 25 of this Article, it must be resolved by the shareholders' meeting; if the company acquires the company's shares due to the circumstances stipulated in Article 25 (3), (5) and (6) of this Article, it may be resolved at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of this Article or the authorization of the shareholders' meeting.

After the company acquires the company's shares in accordance with the provisions of Article 25 of the Articles of Association, 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 (6), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within three years.

Section 3 Share Transfer

Article 28 The company’s shares shall be transferred in accordance with the law.

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

Article 30 The shares issued before the company's public issuance of shares shall not be transferred within one year from the date the company's shares are listed and traded on the Shenzhen Stock Exchange. If laws, administrative regulations or the securities regulatory authority of the State Council have other provisions on the transfer of the company's shares held by the company's shareholders or actual controllers, such provisions shall prevail.

Page 5 of 56

Directors and senior managers of a company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during the term of office determined at the time of taking office shall not exceed 25% of the total number of shares of the same category 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.

If the shares are pledged within the transfer restriction period stipulated in laws and administrative regulations, the pledgee shall not exercise the pledge right within the transfer restriction period.

It is prohibited to hold company stocks on behalf of others in violation of laws and administrative regulations.

In addition to complying with the above provisions of this Article of Association, the company's directors and senior managers shall also strictly abide by their commitments on the transfer of the company's shares in accordance with relevant laws, regulations, normative documents and relevant provisions of the China Securities Regulatory Commission.

Article 31 If 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 them, the proceeds will belong to the company, and the company's board of directors will take back the proceeds. However, there are exceptions to other circumstances specified by the China Securities Regulatory Commission.

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

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

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

Chapter 4 Shareholders and Shareholders Meeting

Section 1 General Provisions for Shareholders

Article 32 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency.

Page 6 of 56

The register is sufficient evidence to prove that shareholders hold shares in the company. Shareholders enjoy rights and assume obligations according to the class of shares they hold; shareholders holding the same class of shares enjoy the same rights and assume the same obligations.

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

Article 34 Shareholders of the company enjoy the following rights:

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

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

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

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

(5) Check and copy the company's articles of association, shareholder list, shareholders' meeting minutes, board 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, participate in the distribution of the company's remaining property according to the share of shares it holds;

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

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

Article 35 If a shareholder requests to review or copy relevant materials of the company, he or she shall abide by the provisions of the Company Law, Securities Law and other laws and administrative regulations, and provide the company with written documents proving the type and number of shares held by the company. The company shall provide such documents at the request of the shareholder after verifying the identity of the shareholder. If shareholders who individually or collectively hold more than 3% of the company's shares for more than 180 consecutive days request to inspect the company's accounting books and accounting vouchers, the provisions of paragraphs 2, 3, and 4 of Article 57 of the "Company Law" shall apply.

Page 7 of 56

If a shareholder requests to review or copy relevant materials of the company's wholly-owned subsidiaries, the provisions of the preceding two paragraphs shall apply.

Article 36 If the content of the resolutions of the company's shareholders' meeting or board of directors violates laws and administrative regulations, shareholders have the right to request the People's Court to invalidate the resolutions.

If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. 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 37 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 38 If a director or senior manager other than a member of the audit committee violates laws, administrative regulations or the provisions of these Articles of Association when performing the company's duties and causes losses to the company, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the audit committee in writing to file a lawsuit with the People's Court; members of the audit committee violate laws, administrative regulations or the provisions of the Articles of Association when performing the company's duties.

Page 8 of 56

According to regulations, if losses are caused to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the People's Court.

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

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

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

Article 39 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 40 Shareholders of the company shall bear the following obligations:

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

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

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

(4) Shall not abuse the rights of shareholders to harm the interests of the company or other shareholders; must not abuse the independent status of a company as a legal person and the limited liability of shareholders to harm the interests of the company’s creditors;

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

Article 41 If a company's shareholders abuse their rights and cause losses to the company or other shareholders, they shall be liable 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.

Page 9 of 56

Section 2 Controlling Shareholders and Actual Controllers

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

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

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

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

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

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

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

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

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

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

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

If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles on directors' duties of loyalty and diligence shall apply.

If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.

Article 44 Controlling shareholders and actual controllers pledge the company stocks they hold or actually control

Page 10 of 56

, the control of the company and the stability of production and operations should be maintained.

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

Section 3 General Provisions of Shareholders’ Meetings

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

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

(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 a resolution 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 a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;

(9) Review and approve the guarantee matters stipulated in Article 47 of these Articles of Association;

(10) Review and approve transactions specified in Article 48 of these Articles of Association;

(11) Review and approve the financial assistance matters stipulated in Article 50 of this Charter;

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

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

(14) Repurchase the company’s shares due to the circumstances stipulated in Items (1) and (2) of Article 25 of this Article;

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

Page 11 of 56

other matters.

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

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

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

(2) Any guarantee provided after the total external guarantees of the company and its controlled subsidiaries exceed 50% of the latest audited net assets;

(3) Any guarantee provided after the company’s total external guarantee exceeds 30% of the latest audited total assets;

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

(5) The guarantee amount exceeds 30% of the company’s latest audited total assets within twelve consecutive months;

(6) The guarantee amount exceeds 50% of the company’s latest audited net assets for twelve consecutive months and the absolute amount exceeds RMB 50 million;

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

(8) Other guarantees required by laws and regulations, the China Securities Regulatory Commission, the Shenzhen Stock Exchange and the company's articles of association that need to be reviewed and approved by the shareholders' meeting.

When the board of directors considers guarantee matters, it must be reviewed and approved by more than two-thirds of the directors present at the board meeting. When the shareholders' meeting considers the guarantee item (5) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the shareholders' 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 voting. The voting shall be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting.

If the company provides guarantees for its controlling shareholder, actual controller and its related parties, the controlling shareholder, actual controller and its related parties shall provide counter-guarantee.

The company provides guarantees for its wholly-owned subsidiaries, or provides guarantees for its controlled subsidiaries and other shareholders of the controlled subsidiaries provide guarantees in equal proportions based on the rights and interests they enjoy, which falls under Item (1) and Item 1 of Paragraph 1 of this Article.

Page 12 of 56

In the circumstances of items (2), (4) and (6), it may be exempted from submission to the shareholders' meeting for review.

Article 48 If the company’s transactions (except for providing guarantees and providing financial assistance) meet one of the following standards, the company shall not only disclose it in a timely manner, but also submit it to the shareholders’ meeting for review:

(1) The total assets involved in the transaction account for more than 50% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the basis for calculation;

(2) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 50% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 50 million yuan;

(3) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan;

(4) The transaction amount (including liabilities and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;

(5) The profit generated from the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan;

(6) The acquisition or sale of assets, based on the type of transaction, has reached 30% of the company’s latest audited total assets within twelve consecutive months based on the type of transaction (the higher of the total assets and the transaction amount is used as the calculation standard; if the cumulative calculation reaches 30% of the latest audited total assets, it must be approved by more than two-thirds of the voting rights held by shareholders attending the meeting. Those who perform relevant obligations in accordance with the aforementioned provisions will no longer be included in the cumulative calculation scope);

(7) The amount of transactions between the company and related parties (excluding the provision of guarantees) is more than 30 million yuan and accounts for more than 5% of the absolute value of the company's latest audited net assets.

If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation.

Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, etc., are exempt from the shareholders' meeting review procedures in accordance with the provisions of this article.

If the company's transactions only meet the standards of item (3) or (5) of paragraph 1 of this article, and the absolute value of the company's earnings per share in the most recent fiscal year is less than 0.05 yuan, it may be exempted from the shareholders' meeting review procedures in accordance with the provisions of this article. The company and its holding subsidiaries within the scope of consolidation or the above-mentioned holding subsidiaries

Page 13 of 56

Unless otherwise provided by the China Securities Regulatory Commission or these Articles of Association, transactions between subsidiaries may be exempted from disclosure and corresponding procedures in accordance with the above provisions.

The calculation standards for the indicators involved in the above-mentioned transactions and other procedures that must be performed shall be implemented in accordance with the relevant provisions of the "Shenzhen Stock Exchange GEM Stock Listing Rules".

Article 49 The term “transaction” in these Articles of Association includes the following matters:

(1) Purchase or sell assets;

(2) External investment (including entrusted financial management, investment in subsidiaries, etc., excluding the establishment or capital increase of wholly-owned subsidiaries);

(3) Provide financial assistance (including entrusted loans);

(4) Providing guarantees (referring to the guarantees provided by the company to others, including guarantees to its holding subsidiaries);

(5) Lease or lease assets;

(6) Signing management contracts (including entrusted operation, entrusted operation, etc.);

(7) Donating or receiving donated assets;

(8) Creditor's rights or debt restructuring;

(9) Transfer of research and development projects;

(10) Sign a license agreement;

(11) Waiver of rights (including waiver of right of first refusal, right of first subscription of capital contribution, etc.);

(12) Relevant laws and regulations or other transactions recognized by the Shenzhen Stock Exchange.

The following activities of the company are not subject to the provisions of the preceding paragraph:

(1) Purchase of raw materials, fuel and power related to daily operations (excluding the purchase and sale of such assets involved in asset replacement);

(2) Selling products, commodities and other assets related to daily operations (excluding the purchase and sale of such assets in asset swaps);

(3) Although the transactions specified in the preceding paragraph are carried out, they belong to the company's main business activities.

Page 14 of 56

Article 50 If a company provides financial assistance, it must obtain the consent of more than two-thirds of the directors attending the board meeting and make a resolution, and perform its information disclosure obligations in a timely manner.

If a financial assistance matter falls under any of the following circumstances, it shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors:

(1) The latest audited asset-liability ratio of the funded object exceeds 70%;

(2) The amount of a single financial assistance or the cumulative amount of financial assistance provided within twelve consecutive months exceeds 10% of the company’s latest audited net assets;

(3) Other circumstances stipulated by the Shenzhen Stock Exchange or these Articles of Association.

If the funding object is a controlled subsidiary within the scope of the company's consolidated statements and with a shareholding ratio of more than 50%, and the other shareholders of the controlled subsidiary do not include the company's controlling shareholder, actual controller and its related persons, the aforementioned provisions are exempted.

Article 51 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. 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 52 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:

(1) When the number of directors is less than the legal minimum number stipulated in the Company Law or two-thirds (six people) of the number stipulated in the company's articles of association;

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

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

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

(5) When the audit committee proposes to convene;

(6) When more than half of the independent directors propose to the board of directors to convene;

(7) Other circumstances stipulated in laws, administrative regulations, departmental rules or this Article.

The shareholding ratio in item (3) mentioned above shall be based on the proportion of the company’s shares held by the shareholder on the day when the shareholder makes the written request.

Page 15 of 56

Calculate.

Article 53 The place where the company holds a shareholders' meeting shall be the company's domicile, unless specifically designated by the company's board of directors. The specific address shall be the address stated in the notice or announcement of the shareholders' meeting.

The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. 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 a change is indeed necessary, the convener shall announce it and explain the reasons at least two working days before the on-site meeting. The company will also provide online voting to facilitate shareholders' participation in the shareholders' meeting.

If the company's shareholders' meeting is held by electronic communication, detailed participation methods will be listed in the shareholders' meeting notice and announcement.

Article 54 When the company convenes a shareholders' meeting, it 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 55 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 56 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, in accordance with the provisions of laws, administrative regulations and these Articles of Association, upon receipt of

Page 16 of 56

Provide written feedback on whether you agree or disagree to convene an extraordinary shareholders' meeting within 10 days after the proposal.

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 to perform 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 57 Shareholders who individually or collectively hold 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 request 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 58 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 a record with the Shenzhen Stock Exchange.

The audit committee or the convening shareholders shall submit relevant supporting materials to the Shenzhen Stock Exchange when issuing the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting.

Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%.

Article 59 For shareholders’ meetings convened by the audit committee or shareholders themselves, the board of directors and the secretary of the board of directors shall

Page 17 of 56

The book will cooperate. The board of directors shall provide a list of shareholders on the equity registration date.

Article 60 For a shareholders' meeting convened by the audit committee or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.

Section 5 Proposals and Notices of Shareholders’ Meeting

Article 61 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 62 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders who individually or collectively hold 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 submit a temporary proposal 10 days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the provisions of these Articles of Association, or do not fall within the scope of the shareholders' meeting. Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.

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

Article 63 The convener will notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify all shareholders by means of an announcement 15 days before the meeting. The above period does not include the day of the meeting.

Article 64 The notice of shareholders’ meeting shall include the following contents:

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

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

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

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

Page 18 of 56

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

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

All specific contents of all proposals shall be fully and completely disclosed in the shareholder meeting notice and supplementary notice. If a company's shareholders' meeting adopts online or other methods, the voting time and voting procedures of the online or other methods should be clearly stated in the notice of the shareholders' meeting.

The interval between the equity registration date and the meeting date should be no more than 7 working days. Once the equity registration date is confirmed, it cannot be changed.

Article 65 If the shareholders’ meeting intends to discuss the election of directors, the shareholders’ meeting notice will fully disclose the detailed information of the director candidates, including at least the following:

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

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

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

(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange. Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.

Article 66 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 explain the reasons at least 2 trading days before the original scheduled date. If the shareholders' meeting is postponed, the postponed date shall be announced in the notice.

Section 6 Convening of Shareholders’ Meeting

Article 67 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 68 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.

Page 19 of 56

Article 69 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid certificate or certificate that can indicate his or her identity; if he or she attends the meeting on behalf of another person, he or she shall present his or her valid ID card or a 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.

Shareholders of a partnership enterprise shall be represented by the executive partner or an agent entrusted by the executive partner to attend the meeting. If an executive partner attends the meeting, he or she shall present his/her identity card and a valid certificate proving his or her qualifications as an executive partner; if an agent attends the meeting, the agent shall present his or her identity card and a written power of attorney issued by the executive partner of the shareholder unit of the partnership enterprise in accordance with the law.

Article 70 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 client, the type and number of shares of the company held;

(2) The name of the agent;

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

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

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

Article 71 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document, and the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting.

Article 72 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of entities) of the participants, ID numbers, and shares held or represented with voting rights.

Page 20 of 56

The amount of shares, the name of the principal (or the name of the company) and other matters.

Article 73 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 74 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 75 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, the vice chairman shall preside over the meeting; when the vice chairman 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 violates the rules of procedure and the meeting cannot continue, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.

Article 76 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 77 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 work report to explain the performance of his duties. The annual performance report of independent directors shall be disclosed at the latest when the company issues notice of the annual shareholders' meeting.

Article 78 Directors and senior managers shall provide explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.

Page 21 of 56

and instructions.

Article 79 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration.

Article 80 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:

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

(2) The names of the host of the meeting and the directors and senior managers attending the meeting;

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

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

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

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

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

Article 81 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 booklet of shareholders present on site, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods, and shall be kept for a period of not less than 10 years.

Article 82 The convener shall ensure that the shareholders’ meeting will be 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 Shenzhen Stock Exchange where the company is located.

Section 7 Voting and Resolutions of Shareholders’ Meeting

Article 83 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions made by the shareholders' meeting shall be held by the shareholders (including shareholders' agents) present at the shareholders' meeting.

Page 22 of 56

Passed by more than half of the voting rights.

Special resolutions made by the shareholders' meeting shall be passed by more than two-thirds of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting.

Article 84 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) Changes in the use of raised funds;

(5) Make a resolution on the issuance of corporate bonds;

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

Article 85 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) Change the company’s organizational form;

(4) Modifications to this Articles of Association;

(5) The company purchases or sells major assets within one year or provides guarantees to others in an amount exceeding 30% of the company’s most recent audited total assets;

(6) Equity incentive plans and employee stock ownership plans;

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

Article 86 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right.

When the shareholders' meeting considers major matters that affect the interests of small and medium-sized investors, voting on small and medium-sized investors shall be done individually.

Page 23 of 56

Count votes alone. 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.

If a shareholder purchases a company's voting shares in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the prescribed proportion may not exercise voting rights within thirty-six months after the purchase, and will not be included in the total number of voting shares for shareholders present.

The company's board of directors, independent directors, shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission may publicly solicit shareholder voting rights. 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 87 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 counted in the total number of valid votes; the announcement of the resolution of the shareholders' meeting shall fully disclose the voting status of non-related shareholders.

For transactions between a company and a related party (excluding the provision of guarantees) with an amount of more than RMB 30 million and accounting for more than 5% of the absolute value of the company's latest audited net assets, in addition to timely disclosure, an intermediary with qualifications to engage in securities and futures-related businesses must be hired to evaluate or audit the transaction target, and submit the transaction to the board of directors for review, and then submit it to the shareholders' meeting for review.

Related party transactions related to daily operations are exempt from audit or evaluation.

The avoidance and voting procedures of related shareholders:

(1) If the matters to be submitted to the shareholders' meeting for consideration constitute a related transaction, the convener should promptly notify the related shareholder in advance, and the related shareholder should also promptly notify the convener in advance.

(2) When a shareholders' meeting is convened, related shareholders should take the initiative to apply for recusal, and other shareholders also have the right to propose to the convenor the recusal of related shareholders. The convener shall examine whether the shareholder is a related shareholder and whether the shareholder should recuse himself in accordance with relevant regulations.

(3) If related shareholders have objections to the convener’s decision, they may decide whether a related relationship is constituted and whether

Page 24 of 56

If the shareholder has the right to vote, please submit it to the People's Court for ruling, but before the People's Court makes the final ruling, the shareholder shall not vote, and the shares with voting rights represented by it will not be counted in the total number of valid votes.

(4) Related shareholders who should withdraw can participate in the discussion of related transactions involving themselves, and can provide explanations and explanations to the shareholders' meeting on the reasons for the related transactions, the basic situation of the transactions, whether the transactions are fair, etc.

Article 88 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 hand over the management of all or important business of the company to that person without approval by a special resolution of the shareholders' meeting.

Article 89 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal.

When the shareholders' meeting votes on the election of directors, the cumulative voting system may be implemented in accordance with the provisions of these Articles of Association or the resolution of the shareholders' meeting.

If a company's single shareholder and its persons acting in concert hold more than 30% of the shares, or if the shareholders' meeting elects two or more independent directors, a cumulative voting system shall be implemented.

The methods and procedures for nomination of director candidates are:

(1) Non-employee representative directors:

Non-independent directors: The board of directors and shareholders individually or collectively holding more than 1% of the company’s shares have the right to propose proposals for non-independent director candidates to the shareholders’ meeting in accordance with laws, regulations and the provisions of these Articles of Association;
Independent directors: The board of directors and shareholders who individually or collectively hold more than 1% of the company's shares have the right to propose independent director candidates to the shareholders' meeting in accordance with laws, regulations and the provisions of these Articles of Association; the nominator specified in the preceding paragraph shall not nominate persons who have an interest in him or persons who have other close relations that may affect the independent performance of his duties as independent director candidates.

(2) Employee representative directors: democratically nominated and elected by the company’s employees through employee congresses, workers’ conferences or other forms, and do not need to be submitted to the shareholders’ meeting for review.

Candidates for directors nominated by persons with the right to nominate shall not violate the prohibitions and restrictions on serving as directors stipulated in laws, administrative regulations and these Articles of Association. After being nominated, director candidates should self-examine whether they meet the qualifications for office, and promptly provide the company with a written explanation of whether they meet the qualifications and relevant qualification certificates (if applicable). candidate

Page 25 of 56

They should make a written commitment to accept the nomination, promise that the publicly disclosed candidate information is true, accurate, complete and meet the qualifications for office, and ensure that they will effectively perform their duties after being elected.

The board of directors shall announce to shareholders the resume and basic information of candidate directors.

Article 90 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 91 When the shareholders' meeting considers the proposal, the proposal will not be modified. If it is changed, it shall be regarded as a new proposal and cannot be voted on at this shareholders' meeting.

Article 92 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 93 The shareholders' meeting shall vote by registered vote.

Article 94 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.

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

Article 95 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 96 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain. The securities registration and clearing institution serves as a trading interconnection between the mainland and Hong Kong stock markets.

Page 26 of 56

Nominal holders of stocks under the interoperability mechanism, except those who declare according to the actual holder's intention.

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 97 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 98 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 99 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 100: If the shareholders' meeting passes the relevant director election proposal, the new director shall take office immediately after obtaining the resolution of the shareholders' meeting.

Article 101: If the shareholders’ meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company will implement the specific plan within 2 months after the conclusion of the shareholders’ meeting.

Chapter 5 Directors and Board of Directors

Section 1 General Provisions for Directors

Article 102 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:

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

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

Page 27 of 56

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

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

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

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

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

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

The above period shall be calculated from the end of the shareholders' meeting where directors and senior managers are to be elected or the time when the board of directors considers the proposal for the appointment of directors and senior managers.

If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If a director encounters the circumstances described in this article during his term of office, the company will remove him from office and stop him from performing his duties.

Article 103 Directors who are not employee representatives shall be elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. Directors have a three-year term and may be re-elected upon expiration of their term.

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

The company has one director who is an employee representative.

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

Article 104 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of loyalty to the company, shall take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek unfair gains.

Page 28 of 56

Legitimate interests.

Directors have the following duties of loyalty to the company:

(1) Not to misappropriate company property or misappropriate company funds;

(2) Company funds shall not be stored in accounts opened in his or her own name or in the names of other individuals;

(3) No bribery or other illegal income may be taken advantage of;

(4) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the board of directors or the shareholders' meeting in accordance with the provisions of these Articles, no contract or transaction may be made directly or indirectly with the company;

(5) You shall not take advantage of your position to seek business opportunities for yourself or others that should belong to the company, except in one of the following circumstances:

Report to the board of directors or shareholders' meeting, and pass the resolution of the shareholders' meeting in accordance with the provisions of this Article;
According to the provisions of laws, administrative regulations or these Articles of Association, the company cannot take advantage of this business opportunity.

(6) Failure to report to the board of directors or the shareholders' meeting, and obtain the resolution of the shareholders' meeting in accordance with the provisions of this Article, shall not operate the same business as the company's own or for others;

(7) You shall not accept commissions from other people’s transactions with the company and keep them 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) Strictly fulfill all commitments made;

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

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

The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.

Article 105 Directors shall abide by laws, administrative regulations and the provisions of these Articles of Association, and shall be responsible for the company.

Page 29 of 56

The duty of diligence is to perform duties in the best interests of the company with the reasonable care normally due to a manager. Directors have the following diligence obligations towards the company:

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

(2) All shareholders should be treated fairly;

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

(4) Should sign a written confirmation of the company’s regular reports to ensure that the information disclosed by the company is true, accurate and complete;

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

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

Article 106 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.

Article 107 Directors may resign before the expiration of their term of office. Directors who resign must submit a written resignation report to the company. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within 2 trading days.

If the number of members on the company's board of directors falls below the legal minimum due to the resignation of a director, or the resignation of an independent director results in the proportion of independent directors on the board of directors or its special committees not complying with laws, regulations or the provisions of these articles of association, or there is a lack of accounting professionals among independent directors, before the re-elected directors take office, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and the provisions of these articles of association. If the above situation occurs, the company shall complete the by-election of directors within 60 days.

Article 108 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term of office expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders shall not expire after his term of office expires.

Page 30 of 56

The ex-officio discharge shall remain in effect for two years after the end of his term. 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 109 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 110 No director may act on behalf of the company or the board of directors in his or her own name 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 111 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 112 The company shall have a board of directors. The board of directors consists of 9 directors, including 3 independent directors, 1 chairman and 1 vice chairman. The Chairman and Vice Chairman are elected by the Board of Directors with a majority of all directors.

Article 113 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 and modify the company’s shareholder return plan;

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

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

(7) Formulating major acquisitions of the company, due to items (3) and (5) of Article 25 of this Articles of Association

Page 31 of 56

Plans for acquiring the company’s stocks or merging, splitting, dissolving or changing the company’s form due to the reasons in Item (6);

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

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

(10) Decide on the appointment or dismissal of the company’s general manager, secretary to the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; based on the nomination of the general manager, decide on the appointment or dismissal of the company’s deputy general manager, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;

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

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

(13) Management company information disclosure matters;

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

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

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

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

Article 114 The shareholders' meeting shall, in accordance with the provisions of relevant laws, administrative regulations and normative documents, and in accordance with the principle of prudent authorization, grant the board of directors the authority to approve the following transactions:

(1) The authority of the board of directors to review the transactions of the company (the definition of transactions is implemented in accordance with the listing rules of the stock exchange, except for receiving cash assets, providing guarantees, providing financial assistance, and related transactions) is as follows:

The total assets involved in the transaction account for more than 10% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data;
The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited operating income in the most recent fiscal year, and the absolute amount exceeds RMB 10 million;
The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for the company’s most recent

Page 32 of 56

More than 10% of the audited net profit for the fiscal year, and the absolute amount exceeds RMB 1 million;

The transaction amount (including liabilities and expenses) accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds RMB 10 million;
The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds RMB 1 million.

If the data involved in the above indicators are negative, the absolute value is used for calculation.

When the company's board of directors considers the above-mentioned transactions, it must be approved by more than half of all directors of the company.

(2) Other external guarantee matters other than the external guarantee matters that should be reviewed by the shareholders' meeting as stipulated in this Article of Association shall be reviewed and approved by the board of directors.

External guarantees that should be approved by the board of directors must be reviewed and approved by more than two-thirds of the directors present at the board of directors and a resolution must be made. Independent directors should make a special explanation and express independent opinions in the annual report on the company's external guarantees that have not been fulfilled by the end of the reporting period and that occurred during the current period and their implementation.

If the guarantee matters are related transactions, they shall be implemented in accordance with the procedures of the board of directors for reviewing related transactions.

(3) Approval and decision of transactions between the company and related parties (excluding cash assets received by the company) whose amount reaches the following standards:

Related transactions involving a transaction amount of more than 300,000 yuan between the company and related natural persons;
The amount of related transactions between the company and related legal persons exceeds 3 million yuan and accounts for more than 0.5% of the absolute value of the company's latest audited net assets.

If the amount of related-party transactions between the company and related parties (excluding cash assets received by the company and provision of guarantees) exceeds RMB 30 million and accounts for more than 5% of the absolute value of the company's most recent audited net assets, it shall be reviewed and approved by the board of directors and then submitted to the shareholders' meeting for approval.

The amount of related-party transactions between the company and related legal persons is less than 3 million yuan or the absolute value of the company's most recent audited net assets is less than 0.5%, or the amount of related-party transactions with related natural persons is less than 300,000 yuan, the decision is made by the chairman of the board.

If the company provides guarantees to related parties, regardless of the amount, it shall be approved by the board of directors and

Page 33 of 56

be disclosed and submitted to the shareholders' meeting for review.

If the China Securities Regulatory Commission and the Shenzhen Stock Exchange have other special provisions on the approval authority for the aforementioned matters, the regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange shall apply.

Article 115 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial report.

Article 116 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making. The rules of procedure of the board of directors shall be formulated by the board of directors and approved by the shareholders' meeting.

Article 117 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; major investment projects shall organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval.

Article 118 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) Sign company stocks, corporate bonds and other securities;

(4) Exercising the powers of the legal representative;

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

(6) Sign important documents of the board of directors and other documents that should be signed by the legal representative;

(7) Propose to convene an extraordinary board meeting;

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

The board of directors may authorize the chairman to exercise the powers specified in Article 113 of this Article when the board of directors is not in session.

The powers specified in items (1), 2, 8, 11, and 15. Except as provided in these Articles of Association, the Directors

Page 34 of 56

Other authorizations by the board of directors to the chairman of the board of directors should be clearly made in the form of board resolutions, and the specific authorization matters, content and authority should be clear. All matters involving the company's major interests should be decided collectively by the board of directors, and the chairman or individual directors should not be authorized to make decisions on their own.

Article 119 The vice chairman of the company assists the chairman of the board of directors in his work. If the chairman of the board of directors is unable or fails to perform his duties, the vice chairman shall perform his duties. If the vice 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 120 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 121 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors, the audit committee, and more than half of the independent directors may propose to convene an extraordinary meeting of the board of directors when the chairman deems it necessary or when required by the securities regulatory authorities. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.

Article 122 When the board of directors convenes an extraordinary board meeting, all directors shall be notified in writing by personal delivery, phone call, text message, fax, express delivery, registered mail, email, etc. 2 days before the meeting. However, in the event of an emergency, an extraordinary meeting of the board of directors may be convened at any time according to the director's phone number or other oral communication method retained by the company, but the convener shall make an explanation at the meeting and record it.

Article 123 The notice of board meeting shall include the following contents:

(1) Meeting date and location;

(2) Meeting period;

(3) Reasons and issues;

(4) Date of issuance of notice.

Article 124 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. However, according to laws, regulations and these Articles of Association, if the board of directors must obtain the consent of more directors to form a resolution, such provisions shall prevail.

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

Page 35 of 56

Article 125 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 consideration.

Article 126 The voting method for resolutions of the board of directors is: written vote by registered vote.

Board meetings shall be held on site in principle. On the premise of ensuring that directors can fully express their opinions, and with the consent of the convener (moderator) and proposer, an extraordinary meeting of the board of directors can be held by video, telephone, fax or email voting, and resolutions can be made and signed by the participating directors. Board meetings can also be held in person and simultaneously with other methods.

If the meeting is not held on-site, the number of directors attending the meeting will be calculated based on the directors present via video display, the directors who expressed opinions during the telephone conference, the actual receipt of valid votes such as faxes or emails within the prescribed period, or the written confirmation letters submitted by the directors afterwards that they have attended the meeting.

Article 127 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.

A director may not accept the entrustment of more than two directors to attend the meeting on his or her behalf at one board meeting. When reviewing related party transactions, non-related directors shall not entrust related directors to attend the meeting on their behalf; independent directors shall not entrust non-independent directors to attend the meeting on their behalf, and non-independent directors shall not accept the entrustment of independent directors.

Article 128 The board of directors, its special committees, and special meetings of independent directors shall make minutes of the decisions on matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.

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

Article 129 The minutes of board meetings shall include the following contents:

Page 36 of 56

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

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

(3) Meeting agenda;

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

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

Directors should sign board resolutions and assume responsibility for board resolutions. If a board resolution violates laws, regulations, the company's articles of association, or shareholders' meeting resolutions, causing the company to suffer 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 Independent Directors

Article 130 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange 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 131 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) Have significant business interests with the company, its controlling shareholders, actual controllers or their respective affiliated enterprises;

Page 37 of 56

Persons with business dealings, or persons who serve in units with significant 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 the Shenzhen Stock Exchange and these Articles of Association.

The subsidiaries of the company's controlling shareholders and actual controllers in items 4 to 6 of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations.

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 132 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.

Page 38 of 56

Article 133 As a member of the board of directors, independent directors have a 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 134 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 135 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 regarding the acquisition when the company was acquired;

Page 39 of 56

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

Article 136 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 134 of this Article and Article 135 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 4 Special Committees of the Board of Directors

Article 137 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 138 The Audit Committee shall consist of 3 directors who are not senior managers of the company, including 2 independent directors, and the accounting professionals among the independent directors shall serve as the convener.

Article 139 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) Accounting policies, accounting estimates changes or major changes due to reasons other than changes in accounting standards

Page 40 of 56

Correction of accounting errors;

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

Article 140 The Audit Committee shall hold at least one meeting 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 141 The company's board of directors shall set up other special committees such as the Remuneration and Assessment Committee, the Nomination Committee and the Strategy Committee. Each committee shall have three members, all composed of directors. Special committees are responsible to the Board of Directors and perform their duties in accordance with the Articles of Association and the authorization of the Board of Directors. Proposals shall be submitted to the Board of Directors for review and decision. Among them, more than half of the members of the Remuneration and Appraisal Committee and the Nomination Committee are independent directors and serve as the convener.

Article 142 The Strategy Committee is responsible for studying and making recommendations on the company’s mid- to long-term development strategies and major investment decisions. Its main responsibilities and authorities are:

(1) Conduct research and make suggestions on the company’s medium- and long-term development strategic plans;

(2) Conduct research and make recommendations on major investment and financing plans that are subject to approval by the board of directors as stipulated in this Article of Association;

(3) Conduct research and make recommendations on major capital operations and asset management projects that are subject to approval by the board of directors as stipulated in this Article of Association;

(4) Conduct research and make suggestions on other major matters affecting the company’s development;

(5) Supervise and inspect the implementation of the above matters;

(6) Other matters authorized by the board of directors.

Page 41 of 56

Article 143 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, fully considering factors such as the composition and professional structure of the Board of Directors. The Nomination Committee selects and reviews candidates for directors and senior managers and their qualifications, and makes 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, relevant provisions of the Shenzhen Stock Exchange 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 144 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 decision 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 145 The company shall have a general manager who shall be appointed or dismissed by the board of directors. The company has two deputy general managers, who are appointed or dismissed by the board of directors.

The general manager, deputy general manager, financial director and secretary of the board of directors are the senior management personnel of the company.

Article 146 This Article of Association stipulates the circumstances regarding the prohibition of serving as a director and the resignation management system.

Page 42 of 56

Also applicable to senior managers.

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

Article 147 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 148 The term of office of the general manager is three years, and the general manager can be re-elected. The term of office of the general manager shall be calculated from the date when the resolution of the board of directors is passed and shall end when the term of the current board of directors expires.

Article 149 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 management personnel other than those who shall be appointed or dismissed by the board of directors;

(8) Other powers granted by this Articles of Association or the Board of Directors. The general manager attends board meetings.

Article 150 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation.

Article 151 The general manager’s working rules 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) Use of company funds and assets, authority to sign major contracts, and reports to the board of directors

Page 43 of 56

system;

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

Article 152 The general manager may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the general manager shall be stipulated in the labor contract between the general manager and the company.

Article 153 The deputy general manager shall be nominated by the general manager and shall be appointed and dismissed by the board of directors. When the general manager nominates a deputy general manager, he shall submit detailed information of the deputy general manager candidate to the board of directors, including educational background, work experience, and whether he has been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange. When the general manager proposes to remove the deputy general manager from his post, he shall submit the reasons for the removal to the board of directors. The deputy general manager may resign before the expiration of his term.

The deputy general manager assists the general manager in the daily operation and management of the company. Each deputy general manager is specifically responsible for a certain aspect of the company's operation and management work according to the decision of the general manager meeting.

Article 154 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters. The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, department rules and these articles of association.

Article 155 The secretary of the board of directors shall have the right to understand the company's financial and operating conditions when performing his duties, participate in relevant meetings involving information disclosure, review all documents involving information disclosure, and require relevant departments and personnel of the company to provide relevant information and materials in a timely manner. The company shall provide convenient conditions for the board secretary to perform his duties, and directors, senior managers and relevant company personnel shall support and cooperate with the board secretary's work.

Article 156 If a senior manager performs the company's duties 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.

Article 157 The senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. The company's senior managers failed to faithfully perform their duties or breached their fiduciary obligations.

Page 44 of 56

If any damage is caused to the interests of the company and public shareholders, it shall bear liability for compensation in accordance with the law.

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 office and the Shenzhen Stock Exchange within 4 months from the end of each fiscal year, submit and disclose a semi-annual report to the China Securities Regulatory Commission office and the Shenzhen Stock Exchange within 2 months from the end of the first 6 months of each fiscal year, and submit and disclose a quarterly report to the China Securities Regulatory Commission office and the Shenzhen Stock Exchange within 1 month from the end of the first 3 months and the first 9 months of each fiscal year.

The above-mentioned annual reports, semi-annual reports and quarterly reports are prepared in accordance with relevant laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.

Article 160 The company will not maintain any separate accounting books other than the statutory accounting books. The company's funds are not stored in accounts opened in any individual's name.

Article 161 When the company distributes after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals may be made.

If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first use the current year's profits to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.

After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.

The remaining after-tax profits after the company has made up for its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association stipulate that distribution is not based on the proportion of shareholdings.

If the shareholders' meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall transfer the profits distributed in violation of the regulations.

Page 45 of 56

The profits will be returned to the company; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall be liable for compensation.

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

Article 162 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be converted into increasing the company's registered capital.

To make up for the company's losses from the provident fund, the discretionary provident fund and statutory provident fund should be used first; if it still cannot be made up, the capital reserve fund can be used in accordance with regulations. If there are still losses, the registered capital can be reduced 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 191 of this Article shall not apply, but an announcement shall be made in a newspaper or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.

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

If the registered capital is reduced in violation of the Company Law and other relevant regulations, 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.

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

Article 163 The company's profit distribution should attach great importance to the reasonable return on investment of investors, and the profit distribution policy should maintain continuity and stability. At the same time, the company's profit distribution should attach great importance to the reasonable return on investment of investors, take into account the sustainable development of the company, and adhere to the following principles:

(1) The principle of distribution according to legal order;

(2) There is a principle that losses that have not been made up shall not be distributed;

(3) The principle that profits cannot be distributed from the company’s shares held by the company;

Page 46 of 56

(4) If a company has not distributed cash profits in the past three years or the cumulative profits distributed in cash are less than 30% of the average annual distributable profits achieved in the past three years, it shall not issue new shares to the public, issue convertible corporate bonds, or place shares to original shareholders.

Article 164 The company’s specific profit distribution policies are as follows:

(1) Form of profit distribution: The company distributes dividends in the form of cash, stocks or a combination of cash and stocks. If conditions permit, the company may make mid-term profit distributions. If the company has the conditions for cash dividends, the company should give priority to cash dividends for profit distribution.

(2) Specific conditions and proportions of the company’s cash dividends:

Except for special circumstances, when the company is profitable for the year and the cumulative undistributed profits are positive, it will distribute dividends in cash. The profits distributed in cash every year shall not be less than the distributable profits of the current year.

10%.

Special circumstances refer to matters in which the total assets involved in the company's purchases of assets and external investments within one year (the higher of both book value and appraisal value) account for more than 30% of the company's most recent audited total assets. The company's board of directors can also propose that the company pay interim dividends based on the company's current profit scale, cash flow status, and capital needs.

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

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

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

(4) Specific conditions for the company to issue stock dividends:

Page 47 of 56

When 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 that issuing stock dividends is beneficial to the overall interests of all shareholders of the company, it may propose a stock dividend distribution plan provided that the above conditions for cash dividends are met.

(5) When deciding on the annual profit distribution plan of its subsidiaries, the company shall ensure that the company can effectively implement the foregoing provisions of this article.

Article 165 The review procedure for the company’s profit distribution plan:

The company's profit distribution plan shall be formulated by the company's board of directors in accordance with the provisions of laws, regulations and normative documents, combined with the company's profitability, capital needs and shareholder return planning, and the rationality of the profit distribution plan shall be fully discussed. The independent directors shall express independent opinions and form a special resolution before submitting it to the shareholders' meeting for review.

The company's board of directors and shareholders' meeting should fully consider the opinions of public investors and independent directors when formulating, discussing and reviewing the profit distribution plan. Independent directors should express independent opinions on the annual profit distribution plan. The company's board of directors' office should promptly summarize the opinions raised by the public through telephone, email, etc. and submit them to the company's board of directors in a timely manner for reference by the company's board of directors and shareholders' meeting.

When the shareholders' meeting considers the profit distribution plan, the company provides shareholders with an online voting method.

When the company does not distribute cash dividends due to the special circumstances stipulated in Article 164 above, the board of directors shall make a special explanation of the specific reasons for not distributing cash dividends, the exact use of the company's retained earnings and expected investment income, etc., and submit the opinions to the shareholders' meeting for review after the independent directors express their opinions, and disclose them in the company's designated media.

Article 166 Implementation of the company’s profit distribution plan:

After the company's shareholders make a resolution on the profit distribution plan, or after the company's board of directors formulates a specific plan based on the conditions and upper limits for interim dividends for the next year reviewed and approved by the annual shareholders' meeting, the board of directors must complete the distribution of dividends (or shares) within 2 months after the shareholders' meeting.

Article 167 Adjustment of the company’s profit distribution policy:

In the event of force majeure such as war or natural disasters, or changes in the company's external operating environment that have a significant impact on the company's production and operations, or the company's own operating conditions undergo major changes, the company may make adjustments to its profits.

Page 48 of 56

Allocation policy is adjusted.

When a company adjusts its profit distribution policy, the board of directors should make a special discussion and demonstrate the reasons for the adjustment in detail. The company's board of directors should send the profit distribution adjustment plan to the independent directors and the audit committee, and the independent directors should issue special opinions and be reviewed and approved by the audit committee. At the same time, the company should fully listen to the opinions of small and medium-sized shareholders. , the opinions of small and medium-sized shareholders should be collected through the Internet, telephone, email, etc., and the company's board of directors office should summarize the opinions of small and medium-sized shareholders and submit them to the company's board of directors; the company's board of directors should formulate a resolution after fully considering the opinions of independent directors, the audit committee and small and medium-sized shareholders, and then submit it to the company's shareholders' meeting for review.

When the shareholders' meeting considers changes in the profit distribution policy, online voting must be provided.

Section 2 Internal Audit

Article 168 The company shall implement an internal audit system and clarify the leadership structure, responsibilities and authorities, staffing, funding guarantee, application of audit results and accountability for internal audit work.

The company's internal audit system is implemented after approval by the board of directors and disclosed to the outside world.

Article 169 The company’s internal audit institution shall supervise and inspect the company’s business activities, risk management, internal control, financial information and other matters.

Article 170 The internal audit institution shall be responsible to the board of directors.

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

Article 171 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.

Article 172 When the audit committee communicates with external audit units such as accounting firms and national audit institutions, the internal audit institutions shall actively cooperate and provide necessary support and collaboration.

Article 173 The audit committee shall participate in the assessment of the person in charge of internal audit.

Page 49 of 56

Section 3 Appointment of Accounting Firm

Article 174 The company shall employ an accounting firm that complies with the provisions of the Securities Law to provide auditing of accounting statements, verification of net assets and other related consulting services. The term of appointment shall be one year and may be renewed.

Article 175 The company's appointment or dismissal of an accounting firm must be decided by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.

Article 176 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the accounting firm hired, and shall not refuse, conceal or make false statements.

Article 177 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 178 When the company dismisses or no longer re-appoints the accounting firm, it shall notify the accounting firm 30 days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.

If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there are any improper circumstances in the company.

Chapter 8 Notices and Announcements

Section 1 Notice

Article 179 The company’s notice shall be issued in the following forms:

(1) Delivered by a dedicated person;

(2) Sent by mail (including email);

(3) Sent by fax;

(4) By way of announcement;

(5) Other forms stipulated in this charter.

Article 180 If the notice issued by the company is made in the form of announcement, all relevant personnel shall be deemed to have received the notice once the announcement is made.

Article 181 The company shall notify the shareholders of the meeting by public announcement.

Page 50 of 56

Article 182 The notice of the company's board of directors meeting shall be delivered in writing by personal delivery, express delivery, registered mail, fax or email. 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 183 If the company notice is sent by person, the recipient shall sign (or stamp) 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 third working day from the date of delivery to the post office shall be the date of delivery; if the notice is sent by fax, the date of delivery shall be the date when the company sends the fax The date of the fax report printed by the fax machine indicating that the fax was successful is the date of delivery; if the company notice is sent by email, the date of successful sending of the email recorded in the email system is the date of delivery; if the company notice is sent by way of announcement, the date of the first announcement is the date of delivery.

Article 184 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 185 The company designates cninfo.com and other websites and newspapers designated by the China Securities Regulatory Commission as media for publishing 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 186 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 187 When a company merges, the merging parties 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 in newspapers or the National Enterprise Credit Information Publicity System within 30 days. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

Page 51 of 56

Article 188 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.

When a company merges with a company that holds more than 90% of its shares, the merged company does not need to pass a shareholders' meeting resolution, but it must notify other shareholders, who have the right to request the company to acquire its equity or shares at a reasonable price.

If the price paid for a company's merger does not exceed 10% of the company's net assets, it may be done without a shareholders' meeting resolution; however, unless otherwise provided by laws, administrative regulations, the China Securities Regulatory Commission or these Articles of Association.

If a company merges in accordance with the provisions of the preceding two paragraphs without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.

Article 189 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 creditors within 10 days from the date of making the separation resolution, and shall make an announcement in newspapers or the National Enterprise Credit Information Publicity System within 30 days.

Article 190 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 191 The company will prepare a balance sheet and property list when reducing its registered capital.

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 in newspapers or the National Enterprise Credit Information Publicity System within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of 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 192 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 193 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.

Page 52 of 56

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 194 The company is dissolved for the following reasons:

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

(2) The shareholders’ meeting resolves to dissolve;

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

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

(5) If the company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the company's 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 10 days.

Article 195 If a company falls under the circumstances specified in Item (1) or (2) of Article 194 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 196 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 194 of this Article of Association, it shall be liquidated. Directors are the liquidation obligors of the company and shall establish a liquidation group 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 a liquidation group is not established within the time limit for liquidation or if liquidation is not liquidated after a liquidation group is established, interested parties may apply to the People's Court to designate relevant personnel to form a liquidation group for liquidation.

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.

Page 53 of 56

Article 197 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) Distribute the company’s remaining property after paying off its debts;

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

Article 198 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall make an announcement in newspapers or the national enterprise credit information publicity system within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is 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 199 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 is not allowed to carry out business activities unrelated to the liquidation.

The company's property will not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.

Article 200 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 person designated by the people's court.

Page 54 of 56

Receiver.

Article 201 After the liquidation of the company is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration.

Article 202 Members of the liquidation committee shall perform their liquidation duties and shall have the duty of loyalty and diligence. If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to the company or creditors due to intentional or gross negligence, they shall be liable for compensation.

Article 203 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 Modification of the Articles of Association

Article 204 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 205 If the amendments to the articles of association passed by the resolution of the shareholders' meeting should be reviewed and approved by the competent authority, they must be reported to the competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law.

Article 206 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders' meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities.

Article 207 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.

Page 55 of 56

Chapter 11 Supplementary Provisions

Article 208 Interpretation

(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total share capital; or shareholders whose shares do not exceed 50%, but whose voting rights 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 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 209 The board of directors may formulate detailed rules of association in accordance with the provisions of the articles of association. The articles of association shall not conflict with the provisions of the articles of association.

Article 210 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 Changge Municipal Administration for Market Regulation shall prevail.

Article 211 The terms “above” and “within” in this Article include the original number; “over”, “beyond”, “less than” and “more than” do not include the original number.

Article 212 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.

Article 213 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 214 This Article of Association shall take effect from the date of approval by the shareholders' meeting. After taking effect, the company's original articles of association shall be automatically abolished.

Page 56 of 56

(This page has no text, but is the signature page of the legal representative of the Articles of Association of Xintiandi Pharmaceutical Co., Ltd.) Legal representative: