/-- Announcement on Canceling the Board of Supervisors and Amending the "Articles of Association"

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-- Announcement on Canceling the Board of Supervisors and Amending the "Articles of Association"

Shanghai Stock Exchange

2025/08/30

Securities code: 603387 Securities abbreviation: Jidan Biotechnology Announcement number: 2025-032 Jidan Biotechnology Co., Ltd.

Announcement on Cancellation of the Supervisory Board and Amendment to the Articles of Association

The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law.

Jidan Biotechnology Co., Ltd. (hereinafter referred to as the "Company") held the seventh meeting of the fourth board of directors on August 29, 2025, and reviewed and approved the "Proposal on Abolition of the Supervisory Board and Amendment to the Articles of Association". The above motion still needs to be submitted to the shareholders' meeting for review. The relevant matters are now announced as follows:

1. Plan to cancel the Board of Supervisors

In order to further improve the company's standard operation level and improve its governance structure, the company has no longer set up a board of supervisors in accordance with the requirements of laws, regulations and normative documents such as the "Company Law of the People's Republic of China", "Guidelines on the Articles of Association of Listed Companies" and based on the company's actual situation. The audit committee under the company's board of directors will exercise the powers of the board of supervisors stipulated in the "Company Law" and other laws and regulations, and revise the "Articles of Association".

Before the company's general meeting of shareholders considers and approves the cancellation of the supervisory board meeting, the members of the company's supervisory board will still strictly comply with the requirements of relevant laws, regulations and normative documents, perform their supervisory functions diligently and responsibly, and safeguard the interests of the company and all shareholders.

2. Plan to amend the "Articles of Association"

The company plans to amend the corresponding provisions of the Articles of Association. The specific revisions are as follows:

Original Terms Revised Terms

Article 1 To safeguard Jidan Biotechnology Co., Ltd.

Article 1 To protect Jidan Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), shareholders and creditors

The legitimate rights and interests of the company (hereinafter referred to as the "Company"), shareholders, employees and others, regulate the company's organization and behavior, and in accordance with

The legitimate rights and interests of creditors, regulating the company’s organization and behavior, the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”)

According to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Judiciary") and the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Judiciary")

"Company Law"), "Securities of the People's Republic of China (hereinafter referred to as "Securities Law")) and with reference to the "Listed Companies Law"

"Securities Law" (hereinafter referred to as the "Securities Law") and other articles of association, "Guidelines on the Governance of Listed Companies" and other

According to relevant regulations, this charter is formulated.

Relevant regulations shall be formulated in this charter.

Article 2 The company is a joint-stock company established by Nanjing Jidan Biotechnology Co., Ltd. in accordance with the "Company Law" and other relevant regulations (hereinafter referred to as "a joint-stock company established by the change of corporate entity. The company is located in Nanjing").

Registered with the Beijing Municipal Administration for Market Regulation and obtained business license. The company is licensed as a whole by Nanjing Jidan Biotechnology Co., Ltd., the unified social credit code number is changed, and established in the form of initiation; in Nanjing Market Supervision 913201007360621166. Registered with the Administration Bureau, obtained a business license, and unified social credit code 913201007360621166.

Article 4 Company registered name:

Article 4 Company registered name: Jidan Biotechnology Full Chinese name: Jidan Biotechnology Co., Ltd.

Getein Biotech, Inc. Full English name: Getein Biotech, Inc.

Article 8 The general manager is the legal representative of the company. If the general manager resigns, he shall be deemed to have resigned as the legal representative at the same time.

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

If the legal representative resigns, the company will determine a new legal representative within 30 days from the date of resignation.

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

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

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

Article 9 All assets of the company are divided into shares of equal value. Article 10 Shareholders shall bear liability to the company to the extent of the shares subscribed by them. bear responsibility.

Article 10 The company's articles of association shall become effective from the date

Article 11 From the effective date of this Articles of Association, it will regulate the company’s organization and behavior, the company and its shareholders, and the shareholders’ agreement.

To regulate the company's organization and behavior, the rights and obligations between the company and its shareholders, and between shareholders and shareholders, it is legally binding

It is a legally binding document on the rights and obligations between the company and its shareholders, and is binding on the company, shareholders, directors, supervisors and senior executives.

A powerful document that is legally binding on the company, shareholders, directors, and senior management personnel. According to this charter,

Personnel are legally binding. According to this Article of Association, shareholders may sue shareholders, and shareholders may sue company directors,

To sue shareholders, shareholders can sue company directors, senior supervisors, general managers and other senior managers. Shareholders can sue the company’s directors, senior supervisors, general managers and other senior managers.

Managers and shareholders can sue the company. The company can sue the company. The company can sue shareholders, directors, supervisors.

v. Shareholders, Directors and Officers.

directors, general managers and other senior managers.

Article 11 The term “other senior managers” as mentioned in these Articles of Association Article 12 The term “senior managers” as mentioned in these Articles of Association refers to the company’s deputy general manager, secretary to the board of directors, financial officer, general manager, deputy general manager, secretary to the board of directors and person in charge. Treasurer and other persons specified in this charter.

Article 14 After registration in accordance with the law, the company's business scope Article 15 After registration in accordance with the law, the company's business scope is: General items: technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; Class I medical device production; Class I medical device sales; Class I medical device production; Class I medical device sales; Class I medical device leasing; Class II medical device sales; Class I medical device leasing; Class II medical device sales; Class II medical device leasing; software sales; software development; Class II medical device leasing; software sales; software development; technology promotion and application services; technology promotion services; import and export technology promotion and application services; technology promotion services; import and export agents; import and export of goods; import and export of technology; computer export agents; import and export of goods; import and export of technology; computer and office equipment maintenance; leasing services (excluding licensed leasing) and office equipment maintenance; leasing services (excluding licensed leasing services); mechanical equipment research and development; computer software, hardware and leasing services); mechanical equipment research and development; computer software, hardware and auxiliary equipment retail; office equipment consumables manufacturing; office equipment auxiliary equipment retail; office equipment consumables manufacturing; office equipment sales; office equipment consumables sales; office equipment leasing equipment sales; office equipment consumables sales; office equipment leasing services; medical research and experimental development; biochemical products Services; medical research and experimental development; biochemical product technology research and development; special equipment manufacturing (excluding licensed professional technology research and development; special equipment manufacturing (excluding licensed professional equipment manufacturing), special equipment repair, engineering and technical research equipment manufacturing), special equipment repair, engineering and technical research and experimental development. (Except for projects that require approval in accordance with the law, research and experimental development; manufacturing of experimental analytical instruments; experimental branches can independently carry out business activities in accordance with the law with business licenses) Analytical instrument sales; instrument sales; mechanical equipment sales;

Licensed projects: Production of Class II medical devices; Manufacturing of Class III plastic products; Sales of plastic products; Production of mechanical parts and medical devices; Operation of Class III medical devices; Sales of Class III parts and components; Processing of mechanical parts and components; Leasing of specialized Class III medical devices. (Projects subject to approval according to law, chemical product manufacturing (excluding hazardous chemicals); specialization can only be carried out after approval by relevant departments. Sales of chemical products (excluding hazardous chemicals); electronic and mechanical business projects require approval documents or licenses from relevant departments. Mechanical equipment maintenance (excluding special equipment); general mechanical equipment installation services. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)

Licensed items: Production of Class II medical devices; Production of Class III medical devices; Operation of Class III medical devices; Leasing of Class III medical devices; Inspection and testing services. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects shall be subject to the approval documents or licenses of relevant departments)

Article 16 The issuance of company shares shall be conducted in an open and

Article 17 The issuance of company shares shall be based on the principles of openness, fairness and impartiality. Each share of the same type shall have

Based on the principles of fairness and justice, every share of the same class has equal rights.

equal rights. The same type of shares issued at the same time, the same type of shares issued at the same time per share, the issuance terms of each share

The issuance conditions and prices are the same; the shares subscribed by subscribers should be the same in number and price; the shares subscribed by any unit or individual

The same price should be paid for each share.

For each share purchased, the same price shall be paid.

Article 17 The shares issued by the company shall be expressed in RMB. Article 18 The par value of the shares issued by the company shall be expressed in RMB. Coins are marked with face value.

Article 18 The shares issued by the company will be centrally deposited in the securities registration institution in accordance with the relevant provisions of the China Securities Regulatory Commission. Centralized depository is held by Shanghai Branch of Securities Depository and Clearing Co., Ltd.

Article 21 The number of issued shares of the company is Article 20 The total number of shares of the company is

507,153,517 shares. The company’s capital structure is: 507,153,517 ordinary shares, all of which are ordinary shares.

There are 507,153,517 shares, all of which are ordinary shares.

Article 22 The company or its subsidiaries (including the company’s affiliated enterprises) shall not obtain the company or its affiliated enterprises for others in the form of gifts, advances, guarantees, loans, etc.

Article 21 The company or its subsidiaries (including the shares of its parent company) shall not provide financial assistance in the form of gifts, advances, guarantees, or employee stock ownership plans.

Provide any financial support in the form of compensation or loan to a person who purchases or intends to purchase the company's shares for the benefit of the company, upon resolution of the shareholders' meeting, or directors' shares. The company will make a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting. The company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance

It shall not exceed 10% of the total issued share capital. Board of Directors

Resolutions must be passed by more than 2/3 of all directors.

Article 22 According to the needs of operation and development, the company may increase capital in the following ways according to the needs of operation and development and in accordance with the provisions of laws and regulations and upon the resolution of the shareholders' meeting:

(1) Public issuance of shares; (1) Issuance of shares to unspecified objects;

(2) Non-public issuance of shares; (2) Issuance of shares to specific objects;

(3) Distribute bonus shares to existing shareholders; (3) Distribute bonus shares to existing shareholders;

(4) Convert public reserve funds into share capital; (4) Convert public reserve funds into share capital;

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

Article 25 A company may not acquire its own shares

Article 24 A company shall not acquire its own shares. However, except for one of the following circumstances:

portion. However, exceptions are made under one of the following circumstances: (1) Reduction of the company’s registered capital;

(1) Reduce the company’s registered capital; (2) Collaborate with other companies that hold shares of the company

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

and; (3) Use the shares for employee stock ownership plans or stock ownership plans

(3) Use shares for employee stock ownership plans or equity incentives;

Incentives; (4) Shareholders are not satisfied with the company merger,

(4) Shareholders object to the company's merger or division resolution and require the company to acquire their shares; they object to the company's merger or division resolution and require the company to acquire their shares;

(5) Use the shares to convert corporate bonds issued by listed companies that are convertible into stocks;

Corporate bonds converted into stocks; (6) In order to protect the company's value and shareholders' rights and interests, the company

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

Necessary for benefit. Except for the above circumstances, the company may not acquire the company's shares.

Article 25 When a company acquires its own shares, it may

Article 26 A company may acquire its own shares through public centralized transactions, or through legal or administrative procedures.

Through public centralized trading, or other methods recognized by laws, administrative regulations and the China Securities Regulatory Commission.

Policies and regulations and other methods approved by the China Securities Regulatory Commission. When a listed company acquires its own shares, it shall comply with

The company fulfills its information disclosure obligations in accordance with the provisions of Article 25, Paragraph 1 (3) of the Securities Law of the Articles of Association. Listed

In the circumstances specified in Items, Items (5) and (6), the company shall be closed due to the circumstances specified in Items (3) and (5) of Article 24 of this Article

If a company purchases the company's shares, it shall acquire the company's shares through public concentrated transactions and the circumstances specified in item (6).

way.

, should be conducted through public centralized transactions.

Article 26 If the company acquires the company's shares due to the circumstances specified in Items (1) and (2) of Article 25 of this Article of Association, it shall be resolved by the shareholders' meeting; if the company acquires the company's shares due to the circumstances specified in Article 25, Items (1) and (2) of this Article of Association, it shall be resolved by the shareholders' meeting; Article 24, Items (3), (5), and If a company acquires shares of the company due to the circumstances specified in Items (3) and (6) of Paragraph 1 of Article 25 of the Articles of Association, it can acquire shares of the Company in accordance with the provisions of the Articles of Association or the authorization of the general meeting of shareholders, with the authorization of the Board of Directors meeting attended by more than two-thirds of the directors, and with the resolution of the Board of Directors attended by more than two-thirds of the directors. Meeting resolution.

After the company acquires the company's shares in accordance with the provisions of Article 24, Paragraph 1, Article 25 of these Articles, if the company's shares fall under the circumstances of Item (1), it shall be canceled within ten days from the date of acquisition; if it falls under Item (2), it shall be canceled within 10 days from the date of acquisition; if it falls under the circumstances of Item (2) and (4), it shall be transferred or transferred within six months or In the case of items (4), the transfer shall be canceled within 6 months; if it falls under items (3), (5), transfer or cancellation; if it falls under items (3), (5),

In the case of Item (6), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within three years. 10% and should be transferred or canceled within 3 years.

Article 27 The company's shares may be transferred in accordance with the law. Article 28 The company's shares shall be transferred in accordance with the law. let.

Article 28 The company does not accept the company’s shares. Article 29 The company does not accept the company’s shares as the subject of pledge rights. As the subject of pledge.

Article 29 The company shares held by the promoters,

Since the company changes from a limited liability company to a joint stock limited company as a whole, it shall not be transferred within one year from the date when the company has issued shares before the public issuance of shares. The publicly issued shares of the company, and the shares that have been issued before the company's shares are listed and traded on the stock exchange, shall not be transferred within one year from the date of the company's shares being traded on the stock exchange.

It shall not be transferred within one year from the date of listing on the exchange. Directors, supervisors, and senior managers of the company shall report to the company the shares they hold in the company and their changes, and report the shares they hold in the company and their changes to the company. The shares transferred each year during their term of office determined when taking office shall not exceed 25% of the total number of shares of the company they hold; 25% of the total number of shares of the company held by the company; The company's shares 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 be transferred within six months after their resignation. The above-mentioned personnel shall not transfer the shares of the Company held by them within six months after their resignation.

shares of the company held.

Article 31 The company holds more than 5% of the shares

Article 30 Company Directors, Supervisors and Senior Management

Owners, directors and senior managers shall transfer their holdings to the company’s personnel and shareholders holding more than 5% of the company’s shares.

When purchasing and holding the company’s stocks or other equity securities,

The security is sold within 6 months after the purchase, or the security is sold within 6 months after the sale, or the security is sold within 6 months after the sale.

If you buy it, the proceeds from it belong to the company. If you buy it again within the month, the proceeds from it belong to the company.

The board will recoup the proceeds. However, the board of directors of the securities company will take back the proceeds. However, proof

The securities company holds more than 5% of the shares due to the underwriting of the remaining shares after the sale. The securities company holds more than 5% of the shares due to the underwriting of the remaining shares after the sale.

, and other circumstances specified by the China Securities Regulatory Commission, except for shares, the sale of the stock is not subject to the 6-month time limit.

outside.

The directors, supervisors, senior managers, and

Stocks or other equity holdings held by directors, senior managers and natural person shareholders referred to in the preceding paragraph

Stocks or other securities with equity nature held by shareholders, including those held by their spouses, parents, and children

Securities, including stocks or other stocks held by his/her spouse, parents, children, and held using other people’s accounts.

Stocks or other securities with equity properties held in other people's accounts.

securities.

If the company's board of directors fails to implement the provisions of the preceding paragraph, the shares

If the company's board of directors fails to comply with the provisions of paragraph 1 of this article, the owner shall have the right to require the board of directors to execute the decision within 30 days.

Yes, shareholders have the right to request the board of directors to implement it within 30 days. If the board of directors of a public company fails to implement the decision within the above period, the stock

If the company's board of directors fails to implement the decision within the above period, the shareholder shall have the right to directly file a resolution in his or her own name for the benefit of the company.

File a lawsuit directly to the People's Court of the People's Republic of China in your own name for the benefit of the company.

The court filed a lawsuit.

The company's board of directors fails to comply with the provisions of paragraph 1

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

If it is done, the responsible directors shall bear joint and several liability in accordance with the law.

Article 31 The company establishes a shareholder list based on the certificates provided by the securities registration and clearing agency. Article 32 The company establishes a shareholder list based on the certificates provided by the securities registration and clearing agency. The company's shareholder list is sufficient evidence to prove that shareholders hold the company's shares. The shareholders shall provide sufficient evidence that the shareholders hold shares in the company. Shareholders have rights and assume obligations according to the type of shares they hold; shareholders holding the same type of shares enjoy the same rights and bear the same obligations. bear the same obligations.

Article 32 When the company convenes a shareholders' meeting, distributes dividends, liquidates, and engages in other activities that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting determines the share capital. The board of directors or the convener of the shareholders' meeting determines the equity registration date. For shareholders with relevant interests.

Article 34 Shareholders of the company enjoy the following rights:

Article 33 Shareholders of the company enjoy the following rights:

(1) Obtain shares according to the shares held by them

(1) Receive dividends based on the shares held by them

profits and other forms of benefit distribution;

and other forms of benefit distribution;

(2) Request, convene, host, participate in or

(2) Request, convene, host, participate or

The person who appoints a shareholder proxy to attend the shareholders' meeting and exercises the corresponding

voting rights;

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

discussion or inquiry;

or question;

(4) In accordance with laws, administrative regulations and this Articles of Association

Provide for the transfer, gift or pledge of shares held by it;

transfer, donate or pledge the shares it holds;

(5) Check and copy the company’s articles of association, shareholder list,

(5) Check the Articles of Association, shareholder list, and corporate bonds

Shareholders meeting minutes, board of directors meeting resolutions, financial account stubs, shareholders meeting minutes, board of directors meeting resolutions,

Accounting reports, shareholders who meet the regulations can review the company’s board of supervisors meeting resolutions and financial accounting reports;

Accounting books and accounting vouchers;

(6) When the company is terminated or liquidated, the

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

Some shares participate in the distribution of the company's remaining property;

(7) Company mergers and divisions as decided by the general meeting of shareholders

(7) When dissenting from the company's merger or division resolution made by the shareholders' meeting, request the company to acquire its shares;

Resolution of dissenting shareholders requiring the company to acquire their shares;

(8) Laws, administrative regulations, departmental rules or this chapter

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

Other rights stipulated in this Charter.

Article 34 Shareholders request to review the information mentioned in the preceding article

When requesting relevant information or materials, certificates shall be provided to the company. Article 35 Shareholders who request to inspect or copy relevant materials from the company stating the types of shares they hold in the company and the number of shares they hold shall comply with the Company Law, the Securities Documents, and the company shall comply with the provisions of the Shareholders Law and other laws and administrative regulations after verifying the identity of the shareholder.

Ask for it to be provided.

Article 36 If the content of the resolutions of the company’s shareholders’ meeting or board of directors violates laws or administrative regulations, shareholders have the right to request

Article 35 The resolutions of the company’s shareholders’ meeting and board of directors

The People's Court found it invalid.

If the content of the meeting violates laws and administrative regulations, shareholders have the right to request

The convening procedures and voting procedures of the shareholders' meeting and the board of directors' meeting are requested to be invalidated by the People's Court.

Violate laws, administrative regulations or these Articles of Association, or the procedures and procedures for convening meetings of shareholders or the board of directors.

If the content of the resolution violates the Articles of Association, the shareholders have the right to decide whether the method of making the resolution violates laws, administrative regulations or the Articles of Association, or

Within 60 days from the date of issuance, request the People's Court to revoke it. However, if the content of the resolution violates the Articles of Association, the shareholders have the right to make a resolution on their own

The parties shall request the People's Court to revoke the procedures for convening the shareholders' meeting or the board of directors' meeting or the date of voting within 60 days.

There are only minor flaws in the formula, except those that have no substantial impact on the resolution.

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 will 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 Directors other than members of the audit committee

Article 36 Directors, senior managers, executives, and senior managers who violate laws, administrative regulations, or the Articles of Association when performing their duties or violate the provisions of administrative regulations or the Articles of Association, causing losses to the company, causing losses to the company for more than 180 consecutive days. A lawsuit will be filed with the People's Court; if a member of the Audit Committee or the Executive Council violates laws, administrative regulations or the provisions of this Chapter and the Articles of Association when performing the company's duties, or causes losses to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the People's Court. Request the board of directors in writing to file a lawsuit with the People's Court.

If the Board of Supervisors and the Board of Directors receive the shareholder letter specified in the preceding paragraph and the Audit Committee and the Board of Directors refuse to file a lawsuit after receiving the request for shares specified in the preceding paragraph, or refuse to file a lawsuit after receiving a written request from the requesting party, or fail to file a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and the lawsuit is not filed within 30 days from the date when the request is not made, or the situation is urgent and filing a lawsuit immediately will cause irreparable damage to the company's interests. If failure to file a lawsuit immediately will cause irreparable damage to the company's interests, the shareholders specified in the preceding paragraph have the right to protect the company's interests. If the damage is compensated, the shareholders specified in the preceding paragraph have the right to file a lawsuit directly with the People's Court in their own names for the benefit of the company. lawsuit.

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

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

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

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

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

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

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

(2) Payment shall be made according to the shares subscribed and the method of subscription

payment for shares;

stock money;

(3) Except for the circumstances stipulated in laws and administrative regulations,

shall not withdraw its share capital;

No withdrawal of shares is allowed;

(4) Shall not abuse the rights of shareholders to harm the company or

(4) Shall not abuse the rights of shareholders to harm the company or other

interests of other shareholders; shall not abuse the interests of other shareholders independently of a corporate legal person; shall not abuse the independent status of a corporate legal person

The limited liability of shareholders harms the interests of the company's creditors; the limited liability of shareholders harms the interests of the company's creditors; the limited liability of shareholders harms the interests of the company's creditors;

(5) Laws, administrative regulations and these articles of association provide that shareholders should abuse their rights to cause harm to the company or other shareholders.

other obligations.

If losses occur, they shall be liable for compensation in accordance with the law.

Article 41: A company's shareholders abuse their rights as a company's shareholders, abusing the company's independent status as a legal person and the shareholders'

If the company or other shareholders cause losses, they shall bear limited liability in accordance with the law, evade debts, and seriously damage the company's creditors.

bear liability for compensation. If a company's shareholders abuse the independent interests of a company as a legal person, they shall bear joint and several liability for the company's debts.

Weihe shareholders have limited liability, evade debts and seriously damage the company.

(5) Laws, administrative regulations and this Articles of Association shall

If it serves the interests of the company's creditors, it shall bear other joint and several obligations for the company's debts.

responsibility.

Article 40 Controlling shareholders and actual control of the company

Personnel shall not use their relationships to harm the interests of the company. Violate

If the violation of regulations causes losses to the company, it shall be liable for compensation.

Ren.

The controlling shareholder and actual controller of the company have

Shareholders of public shares of the company have a duty of good faith. controlling shareholder

The rights of investors should be exercised strictly in accordance with the law, and controlling shareholders should not

may use profit distribution, asset restructuring, external investment, capital

Use of funds, loan guarantees, etc. to harm the company and the company's society

protect the legitimate rights and interests of public shareholders and shall not take advantage of their control

position harms the interests of the company and its public shareholders

Benefit.

Article 42 The company’s controlling shareholders and actual controllers shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and safeguard the interests of the listed company.

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, regulations of the China Securities Regulatory Commission, business rules of the Shanghai Stock Exchange 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 of Association regarding directors' duties of loyalty and diligence shall apply.

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

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

Article 45 Controlling shareholders and actual controllers who transfer the shares of the company they hold shall abide by the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and the commitments they have made to restrict share transfers.

Article 41 The shareholders' meeting is the company's power organ. Article 46 The company's shareholders' meeting is composed of all shareholders and exercises the following powers in accordance with the law: Complete. The shareholders' meeting is the company's authority and shall exercise its authority in accordance with the law.

(1) Determine the company’s business policies and investment plans; List of duties and powers:

(2) Elect and replace directors who are not employee representatives (1) Elect and replace directors, decide on relevant directors and supervisors, and decide on relevant remuneration matters for directors and supervisors;

(3) Review and approve the report of the Board of Directors; (2) Review and approve the report of the Board of Directors;

(4) Review and approve the report of the Board of Supervisors; (3) Review and approve the company’s profit distribution plan and

(5) Review and approve the company’s annual financial budget and loss recovery plan;

(4) Making arrangements for the company to increase or decrease its registered capital;

(6) Review and approve the company’s profit distribution plan and resolutions;

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

(7) Make resolutions to increase or decrease the company’s registered capital; (6) Make resolutions to merge, split, disband, or liquidate the company; or make resolutions to change the company’s form;

(8) Make a resolution on the issuance of corporate bonds; (7) Amend this Articles of Association;

(9) To make a resolution on the merger, division, dissolution, liquidation of the company;

(10) Amend the Articles of Association; (9) Review and approve the provisions of Article 47 of the Articles of Association

(11) Guarantees for the company’s employment and dismissal of accounting firms;

Make resolutions; (10) Review the company’s purchase and sale of important assets within one year

(12) To review and approve matters stipulated in Article 42 that the guaranteed assets exceed 30% of the company’s latest audited total assets;

(13) Review and approve the company’s purchase and sale of major assets within one year;

(12) Review of equity incentive plans and employee stock ownership

(14) Review and approve plans for changing the use of raised funds;

Item; (13) Review of laws, administrative regulations, departmental rules

(15) Review the equity incentive plan and employee stock ownership plan or other matters that should be decided by the shareholders’ meeting as stipulated in this Articles of Association; Items.

(16) Due to Article 24 of the Articles of Association of the company, the shareholders’ meeting may authorize the board of directors to issue corporate bonds.

Make a resolution to acquire shares of the company under the circumstances specified in items (1) and (2).

make a resolution; the company passes a resolution of the shareholders’ meeting, or by the Articles of Association, the

(17) Review of laws, administrative regulations, and departmental rules. The Board of Directors, authorized by the Board of Directors, may issue stocks or corporate bonds that may be converted into stocks by other matters that shall be decided by the shareholders' meeting as stipulated in these Articles of Association. The specific implementation shall comply with the provisions. Laws, administrative regulations, the China Securities Regulatory Commission and the Shanghai Stock Exchange shall not regulate the powers of the above-mentioned general meeting of shareholders through authorized forms of exchange.

The form is exercised by the board of directors or other institutions and individuals. Unless otherwise provided by laws, administrative regulations, provisions of the China Securities Regulatory Commission or rules of the Shanghai Stock Exchange, the powers of the above-mentioned shareholders' meeting shall not be authorized by the board of directors or the Shanghai Stock Exchange.

Other institutions and individuals exercise it on their behalf.

Article 42 The following guarantee acts of the company shall be: Article 47 When the company provides guarantees, it shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors: In addition to being reviewed and approved by more than half of all directors,

(1) A guarantee with a single guarantee amount exceeding 10% of the company's latest economic performance shall also be reviewed and approved by more than 2/3 of the directors present at the board meeting; If the guarantee act falls under any of the following circumstances, the

(2) External guarantees of the company and its controlled subsidiaries shall be submitted to the shareholders’ meeting for review and approval after the board of directors approves them. The total amount exceeds 50% of the company’s latest audited net assets:

Any guarantee provided in the future; (1) The amount of a single guarantee exceeds the company’s latest period

(3) Guarantee for 10% of the audited net assets of a guarantee target whose asset-liability ratio exceeds 70%;

Guarantees provided; (2) Guarantees provided by the company and its holding subsidiaries

(4) Any guarantee provided after the total guarantee amount exceeds the company’s latest audited net assets calculation principle for twelve consecutive months and exceeds 50% of the company’s latest audited total capital;

30% guarantee of assets; (3) The company and its holding subsidiaries provide external guarantees;

(5) Any guarantee provided after the total amount of the company's external guarantees exceeds 30% of the company's latest audited total assets;

Guarantee; (4) According to the guarantee amount accumulated within 12 consecutive months

(6) Guarantee provided to shareholders, actual controllers and their related parties in excess of the company’s most recent audited total assets; 30% guarantee;

(7) Other guarantee situations as stipulated by the stock exchange and the company's articles of association. Guarantees provided;

For guarantee matters within the scope of the board of directors' authority, in addition to (6) shareholders, actual controllers and their affiliates, which must be approved by more than half of all directors, the guarantee provided by the Board of Directors must also be present;

More than two-thirds of the directors at the board meeting agree. Shareholders (7) Other guarantee situations that are necessary when the Shanghai Stock Exchange or the general meeting of the Articles of Association considers the guarantee matter in item (4) of the preceding paragraph.

The guarantee shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting when the shareholders' meeting considers the guarantee item (4) of the preceding paragraph. shall be approved by more than 2/3 of the voting rights held by shareholders attending the meeting.

The general meeting of shareholders reviewed and approved the shares for shareholders, actual controllers and shareholders.

When a guarantee proposal is provided by a related party, the shareholder or the shareholder who is under the control of the shareholder, the actual controller and the actual controller shall not participate in the proposal. When the guarantee proposal is provided by a related party, the related shareholder shall not participate in the vote. The vote shall be taken by other shareholders attending the shareholders' meeting and the vote must be passed by more than half of the voting rights present at the shareholders' meeting. Approved by more than half of the voting rights held by other shareholders.

If the company violates the authority of the shareholders' meeting and the board of directors to approve external guarantees and violates the approval authority and review procedures stipulated in these Articles of Association, the company shall hold the responsible person accountable accordingly.

Article 43 The general meeting of shareholders shall be divided into annual general meeting of shareholders

Article 48 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. Annual General Meeting held every year

Extraordinary shareholders meeting. The annual shareholders' meeting shall be held once a year, and shall be held six months after the end of the previous fiscal year.

It shall be held within 6 months after the end of the previous fiscal year. held within.

Article 49 If any of the following circumstances occurs, the company

Article 44 If any of the following circumstances occurs, the company

A temporary stock meeting should be held within two months from the date of the fact.

East Club:

East Conference:

(1) The number of directors is less than the number specified in the Company Law

or 2/3 of the number of persons stipulated in the company's articles of association (i.e. 6 persons) or two-thirds of the number of persons stipulated in the company's articles of association;

time;

(2) The company’s uncompensated losses reach the total paid-in share capital

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

time;

(3) Individually or jointly holding more than 10% of the company’s shares

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

At the request of a shareholder;

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

(5) When the board of supervisors proposes to convene;

(5) When the audit committee proposes to convene;

(6) Laws, administrative regulations, departmental rules or this chapter

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

Other circumstances specified in the charter.

Article 45 The place where the company holds the general meeting of shareholders Article 50 The place where the company holds the general meeting of shareholders is: the company’s regular office or the place specified in the notice of the general meeting. The general meeting of shareholders will set up a venue to meet on-site. The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. The company will also provide online voting for the event. The company will also provide online voting to facilitate shareholders to participate in the general meeting of shareholders. Providing convenience for shareholder identity confirmation.

The method will be specified in the notice of the relevant general meeting of shareholders in accordance with relevant regulations. In addition to setting up a venue to hold the general meeting on site, the method will be specified in the notice. Shareholders can participate in the general meeting of shareholders through the above methods, and they can also use electronic communication to convene the meeting. Those attending the meeting on site will be deemed to be present. The time and place of the meeting should be chosen to facilitate the participation of shareholders. After the notice of the shareholders' meeting is issued, the location of the on-site shareholders' meeting shall not be changed without justifiable reasons. If changes are indeed necessary, the convener shall announce and explain the reasons at least 2 working days before the on-site meeting.

Article 46 When the company convenes the 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 the provisions of laws, administrative regulations and these Articles of Association;

(2) The qualifications of the people attending the meeting, and whether the convener’s qualifications are legal and valid;

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

(4) Issue legal opinions on other relevant issues at the request of the company. (4) Issue legal opinions on other relevant issues at the request of the company. specific legal advice.

Article 52 The board of directors shall within the prescribed time limit

Article 47 Independent directors have the right to propose to the board of directors

Convene the shareholders’ meeting on time.

It is proposed to convene an extraordinary general meeting of shareholders. Requirements for independent directors to convene

With the approval of more than half of all independent directors, the board of directors shall implement the proposal of the extraordinary general meeting of independent directors in accordance with the law and

Have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. The provisions of independent administrative regulations and this charter shall be determined within ten days after receipt of the proposal.

If a director proposes to convene an extraordinary general meeting of shareholders, the board of directors shall submit within a day whether to agree or disagree to convene an extraordinary general meeting of shareholders.

When in accordance with the provisions of laws, administrative regulations and this charter, feedback will be provided in writing.

If the board of directors agrees or disagrees to convene an extraordinary general meeting of shareholders within 10 days after receiving the proposal, it will be

written feedback from the shareholders’ meeting. The board of directors agrees to convene a general meeting of shareholders within five days after making the resolution of the board of directors.

For an extraordinary shareholders' meeting, a notice of the meeting will be given 5 days after the board of directors' resolution is made; the board of directors does not agree to convene an extraordinary shareholders' meeting.

Notice of convening a shareholders' meeting shall be issued within the meeting; if the board of directors does not agree to convene the meeting, it shall explain the reasons and make an announcement.

If an extraordinary shareholders' meeting is held, the reasons shall be explained and announced.

Article 48 The Board of Supervisors has the right to propose to the Board of Directors Article 53 The Audit Committee shall propose to the Board of Directors to convene an extraordinary general meeting of shareholders and shall propose it in writing to the Board of Directors. The board of directors shall make proposals in accordance with laws and administrative regulations. The board of directors shall, in accordance with the provisions of laws, administrative regulations and this and this Articles of Association, submit the provisions of the Articles of Association within ten days after receiving the proposal, and provide written feedback on whether it agrees or disagrees with convening an extraordinary general meeting of shareholders or disagrees with convening an extraordinary general meeting of shareholders within 10 days after receiving the proposal. Opinion. If the board of directors agrees to convene an extraordinary shareholders' meeting, it will

If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice of convening a general meeting of shareholders within 5 days after the resolution of the board of directors is issued. Any changes to the original proposal in the notice must be notified by the audit committee. Changes to the original proposal in the notice must be approved by the committee.

Consent of the Supervisory Board. The board of directors does not agree to convene an extraordinary general meeting, or

If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the directors have not provided feedback within 10 days after receiving the proposal, and the board of directors is deemed to be unable or defaults on its duty to convene a general meeting of shareholders.

Responsibilities, the Board of Supervisors can convene and preside over its own duties.

Article 49 Companies held individually or jointly

Article 54 Shareholders individually or jointly holding more than 10% of the company’s shares have the right to request the board of directors to convene a meeting

Shareholders holding more than 10% of the shares request the board of directors to convene an extraordinary general meeting and shall submit a written request to the board of directors.

Shareholders' meetings shall be submitted to the board of directors in writing. Dong proposed. The board of directors shall act in accordance with laws, administrative regulations and this

The board of directors shall provide consent within ten days after receiving the request in accordance with the provisions of laws, administrative regulations and this Articles of Association.

It is stipulated that within 10 days after receiving the request, a written feedback of agreement or disagreement or disagreement to convene an extraordinary general meeting of shareholders shall be provided.

Written feedback on convening an extraordinary shareholders’ meeting.

See.

If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall

The shareholders’ meeting will be convened within 5 days after the board of directors’ resolution is made. The shareholders’ meeting will be convened within 5 days after the board of directors’ resolution is made.

notification. Any changes to the original request in the notification must be notified by the General Assembly. Any changes to the original request in the notification must be

Consent of relevant shareholders.

Obtain the consent of relevant shareholders.

The board of directors does not agree to convene an extraordinary general meeting of shareholders, or the board of directors does not agree to convene an extraordinary general meeting of shareholders, or

If no feedback is given within 10 days after receipt of the request, alone or if no feedback is made within 10 days after receipt of the request, alone or

Shareholders who collectively hold more than 10% of the company's shares have the right to petition the reviewer. Shareholders who collectively hold more than 10% of the company's shares have the right to petition

If the Planning Committee proposes to convene an extraordinary general meeting of shareholders, the Board of Supervisors shall propose in writing that the convening of an extraordinary general meeting of shareholders shall be convened.

form to submit a request to the Audit Committee.

Make a request to the Board of Supervisors in person.

If the Audit Committee agrees to convene an extraordinary shareholders' meeting, the Supervisory Committee shall agree to convene an extraordinary shareholders' meeting.

Issue a notice to convene a shareholders’ meeting within 5 days of receiving the request, and issue a notice to convene a shareholders’ meeting within 5 days of receiving the request.

Changes to the original proposal in the notice must be obtained from the relevant shareholders. Changes to the original proposal in the notice must be obtained from the relevant shareholders.

of consent.

The Audit Committee failed to issue a shareholders’ meeting notice within the prescribed time limit. The Supervisory Committee failed to issue a shareholders’ meeting notice within the prescribed time limit.

If notified, the audit committee shall be deemed to have failed to convene and preside over the shareholders' meeting, and the supervisory board shall be deemed to have failed to convene and preside over the shareholders' meeting.

Yes, individually or collectively holding 10% of the company individually or collectively for more than 90 consecutive days

Shareholders holding more than 10% of the shares can convene and host the meeting on their own. Shareholders of the above shares can convene and host the meeting themselves.

Article 50 If the Board of Supervisors or shareholders decide to convene a general meeting on their own, Article 55 If the audit committee or shareholders decide to convene a general meeting of shareholders, they must notify the board of directors in writing. If the company convenes a shareholders' meeting on its own at the same time, it must notify the board of directors in writing and file it with Tonghai Stock Exchange. filed with the Shanghai Stock Exchange.

Before the shareholders' meeting makes a resolution, the shareholder shareholding audit committee convened or the shareholders who are convened shall be issued a shareholding ratio of not less than 10% of the company's total shares. When notifying the meeting and announcing the resolutions of the shareholders' meeting, relevant supporting materials shall be submitted to the Shanghai Securities Exchange Supervisory Board or the convening shareholder at the exchange issuing the shareholders' meeting.

When informed of the resolution and announcement of the shareholders' meeting, the Shanghai Securities Exchange shall provide relevant certification materials to the Shanghai Securities Exchange. The example shall not be less than 10%.

Article 56 For the audit committee or shareholders

Article 51 For the supervisory board or shareholders to convene voluntarily

The board of directors and the secretary to the board of directors will convene a self-convened shareholders' meeting, and the board of directors and the secretary to the board of directors will arrange

To cooperate. The board of directors will provide the names of shareholders on the equity registration date. The board of directors will provide a shareholder register on the record date.

book.

Article 57 The audit committee or the shareholders themselves

Article 52 The supervisory board or shareholders convene themselves

The expenses necessary for the convened shareholders' meeting shall be borne by the company. The expenses necessary for the meeting shall be borne by the company.

bear.

Article 53 The content of the proposal shall belong to the shareholders. Article 58 The content of the proposal shall fall within the scope of powers of the general meeting of shareholders, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and these Articles of Association. Certainly.

Article 59 The company convenes a shareholders’ meeting, the board of directors,

Article 54 When the company convenes a general meeting of shareholders, the directors, audit committee, and shareholders who individually or collectively hold more than 1% of the company's shares, the board of supervisors, and shareholders who individually or collectively hold more than 3% of the company's shares have the right to propose proposals to the company. Shareholders holding shares have the right to make proposals to the company. Shares that individually or collectively hold more than 1% of the company's shares

Shareholders who individually or collectively hold more than 3% 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 receive the proposal and submit it in writing to the convener. The convener shall issue a supplementary notice of the shareholders' meeting within 2 days after receiving the notice, issue a supplementary notice of the shareholders' meeting within 2 days after announcing the temporary proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. content of the proposal. However, the temporary proposal violates laws, administrative regulations or company articles of association

Except for the circumstances stipulated in the preceding paragraph, the convener shall not amend the notice of the general meeting of shareholders except for the provisions of the issuance of the charter of shares or the notice of the general meeting of shareholders that does not fall within the scope of powers of the general meeting of shareholders.

listed proposals or add new ones. Except for the circumstances specified in the preceding paragraph, the convener shall

The notice of the general meeting of shareholders is not listed in or does not comply with the Articles of Association. After the notice of the general meeting of shareholders is announced, the notice of the general meeting of shareholders shall not be modified.

For proposals stipulated in Article 53, the general meeting of shareholders shall not proceed with the listed proposals or add new proposals.

Vote and make resolutions. Proposals that are not listed in the notice of the shareholders' meeting 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 55 The convener shall notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting. Article 60 The convener shall notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting. Extraordinary shareholders' meeting shall notify all shareholders by means of an announcement 15 days before the meeting. East.

Article 56 The notice of the shareholders’ meeting shall include the following contents. Article 61 The notice of the shareholders’ meeting shall include the following contents: Contents:

(1) Time, place, method and convener of the meeting (1) Time, place and duration of the meeting; and duration of the meeting; (2) Matters and proposals submitted for consideration at the meeting;

(2) Matters and proposals submitted for consideration at the meeting; (3) State in clear words: All shareholders are

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

shareholders of the company; (4) Equity registration of shareholders entitled to attend shareholders’ meetings

(4) Equity registration date of shareholders entitled to attend the general meeting of shareholders;

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

(5) Name and phone number of the permanent contact person for conference affairs. (6) Voting time online or by other means and

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

program. The notice of shareholders’ meeting and supplementary notice shall be sufficient and complete.

The notice and supplementary notice of the general meeting of shareholders shall fully and comprehensively disclose all the specific contents of all proposals.

Full disclosure of all specifics of all proposals. If matters to be discussed at the start of online or other voting at the shareholders' meeting require independent directors to express their opinions, the independent directors' opinions and reasons shall be disclosed at the same time as the meeting notice or supplementary notice no earlier than 3:00 p.m. on the day before the on-site shareholders' meeting, and no later than 9:00 a.m. on the day of the on-site shareholders' meeting. 30. Its end time shall not be earlier than the end of the on-site shareholders’ meeting.

The start time for online or other voting at the general meeting of shareholders is 3:00 p.m.

time, and shall not be earlier than the afternoon of the day before the on-site shareholders' meeting. The interval between the equity registration date and the meeting date shall be 3:00, and shall not be later than the day of the on-site shareholders' meeting, and shall not be more than 7 working days. Once the equity registration date is confirmed, its end time shall not be earlier than 9:30 pm at the on-site shareholders' meeting and shall not be changed.

Ends at 3:00 pm on the same day.

The interval between the equity registration date and the meeting date should be

No more than seven working days. Once the equity registration date is confirmed,

No changes are allowed.

Article 57 The general meeting of shareholders intends to discuss the directors, supervisors

Article 62 If the shareholders’ meeting intends to discuss the election of directors, it shall be fully disclosed in the notice of the shareholders’ meeting.

If any of the above items are specified, the notice of the shareholders’ meeting will fully disclose the detailed information of the director candidates and supervisor candidates, including at least the following:

The detailed information shall include at least the following:

Content:

(1) Educational background, work experience, part-time job, etc.

people situation;

situation;

(2) With the company or the company’s controlling shareholder and actual

(2) With the company or the company’s controlling shareholders and entities

Whether there is a related relationship between the inter-controllers;

(3) Number of company shares held;

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

(4) Whether it has been approved by the China Securities Regulatory Commission and other relevant

(4) Whether it has been approved by the China Securities Regulatory Commission and other relevant departments

Department penalties and Shanghai Stock Exchange penalties.

door penalties and stock exchange penalties.

In addition to adopting a cumulative voting system to elect directors, each director adopts a cumulative voting system to elect directors and supervisors.

Candidates should submit individual proposals.

Candidates for directors and supervisors shall be submitted as individual proposals.

Article 58 After the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or canceled without justifiable reasons. The proposals listed in the notice of general meeting of shareholders shall not be cancelled. Proposals listed in the notification shall not be cancelled. In the event of postponement, extension or cancellation, the convener shall make an announcement and explain the reasons at least two working days before the originally scheduled convening date. Announce and explain the reasons within at least 2 working days.

Article 59 The Company’s Board of Directors and other conveners Article 64 The Company’s Board of Directors and other conveners shall take necessary measures to ensure the normal order of the shareholders’ meeting. People 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, picks quarrels and provokes troubles, and infringes upon the legitimate rights and interests of shareholders, and reports to relevant departments for investigation and punishment in a timely manner. Report to relevant departments for investigation and handling.

Article 60 All shareholders or their agents who are registered on the equity registration date. Article 65 All shareholders or their agents who are registered on the equity registration date are entitled to attend the shareholders’ meeting. All shareholders or their agents have the right to attend the shareholders' meeting and exercise their voting rights in accordance with relevant laws, regulations and these Articles of Association. Exercise voting rights in accordance with relevant laws, regulations and these Articles of Association. Shareholders may attend the shareholders' meeting in person or by proxy. Shareholders may attend the shareholders' meeting in person or by proxy to attend and vote on their behalf. Proxies attend and vote on their behalf.

Article 61 Individual shareholders attend meetings in person

Article 66 If an individual shareholder attends a meeting in person, he or she shall present his/her identity card or other identification documents that can identify him or her.

If you are interested, you should present your ID card or other valid certificate or certificate that can show your identity; entrust someone to represent you to attend the meeting.

Valid ID or certificate of identity; if someone represents another person to attend the meeting, the agent should also present his or her valid ID,

You should present your valid identity document and shareholder authorization letter. Shareholder power of attorney.

Legal person shareholders shall have a legal representative or legal representative Legal person shareholders shall have a legal representative or legal representative

An agent entrusted by the person shall attend the meeting. The legal representative and the agent entrusted by the attendee shall attend the meeting. Legal representative present

If you want to attend a meeting, you should show your ID card and can prove that you have the right to attend the meeting.

Valid proof of the qualifications of the legal representative; Valid proof of the legal representative’s qualifications for the agent to attend the meeting; Authorized agent to attend the meeting

When attending a meeting, the agent shall present his or her identity card and legal person's identity card.

The written authorization issued by the legal representative of the unit in accordance with the law. The written authorization issued by the legal representative of the shareholder shareholder in accordance with the law.

book.

power of attorney.

Article 67 Authorization letter issued by the shareholder to authorize others to attend

Article 62 Authorization letter issued by the shareholder to authorize others to attend

The power of attorney for the shareholders' meeting shall state the following contents: The power of attorney for the shareholders' meeting shall state the following contents:

(1) Name of the client, company shares held

(1) The name of the agent;

Type and quantity of portions;

(2) Whether it has voting rights;

(2) The name of the agent;

(3) Separately review each review item included in the agenda of the general meeting of shareholders

(3) Specific instructions from shareholders, including instructions to vote in favor, against or abstain from voting on matters included in the stock agenda;

Vote for, against, or

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

Instructions on abstaining from voting, etc.;

(5) Signature (or seal) of the client.

(4) The date of issuance and validity period of the power of attorney; if the client is a legal person shareholder, the legal person entity should be stamped

(5) Signature (or seal) of the principal. Seal of entrustment.

If the shareholder is a legal person, the seal of the legal person entity shall be affixed.

Article 63 The power of attorney shall indicate that if the shareholder

Without specific instructions, can shareholders’ agents act on their own behalf?

meaning to vote.

The power of attorney for proxy voting shall be authorized by the principal. Article 68 If the power of attorney for proxy voting is signed by the principal, the power of attorney or other authorization document authorizing the signature shall be signed by the principal. If the power of attorney authorizes others to sign, the power of attorney or document authorizing the signature shall be notarized. The notarized power of attorney or other authorization documents must be notarized. The notarized authorization document and the voting power of attorney must be kept in the power of attorney or other authorization documents, and the voting power of attorney must be kept at the domicile of the company or other place specified in the notice of convening the meeting. other places specified.

If the client is a legal person, its legal representative or

Persons authorized by resolutions of the board of directors or other decision-making bodies shall act as representatives

Attend the company's general meeting of shareholders.

Article 64 Meeting Registration of Persons Present at the Meeting Article 69 The Company shall be responsible for preparing the meeting registration book of persons attending the meeting. The meeting register states that the company is responsible for making the attendance register. The meeting register shall contain the names (or names of units) of participants, ID numbers, names of conference participants (or names of units), ID numbers and residential addresses, the number of shares held or represented with voting rights, the amount of shares held or represented with voting rights, the amount of the trustee, the name of the principal (or name of the unit), and other matters. The agent’s name (or unit name) and other matters.

Article 66 When the general meeting of shareholders is convened, the directors, senior managers, managers and other senior managers of the Company shall attend the meeting as non-voting participants. When attending and accepting questions from shareholders.

Article 67 The general meeting of shareholders shall be chaired by the chairman of the board of directors. Director Article 72 The shareholders’ meeting shall be presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or fails to perform his duties, half of the directors shall preside. If the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside. A director jointly elected by the directors presides over the meeting.

The shareholders' meeting convened by the supervisory board and the audit committee shall be presided over by the audit chairman. The chairman of the supervisory board is unable to perform his duties or fails to perform his duties. The convener of the committee shall preside over the meeting. When the convener of the Audit Committee is unable to perform his duties, a person jointly elected by more than half of the supervisors shall perform his duties; or when he fails to perform his duties, more than half of the audit supervisors shall preside. An Audit Committee member elected jointly by the members of the Committee

A general meeting of shareholders convened by the shareholders themselves shall be presided over by the convener.

Hosted by a representative. A shareholders' meeting convened by the shareholders themselves shall be held by the convener or

When convening a general meeting of shareholders, the chairperson of the meeting violates the procedures and recommends a representative to preside over the meeting.

If the rules make it impossible for the shareholders' meeting to continue, the shareholders' meeting can be continued without the approval of more than half of the shareholders with voting rights. Nominate one person to be the moderator of the meeting and continue the meeting.

Article 68 The company formulates rules of procedure for the shareholders' meeting. Article 73 The company formulates rules of procedure for the shareholders' meeting, which stipulate in detail the convening and voting procedures of the shareholders' meeting, including notification, registration, review of proposals, voting, counting of votes, and procedures, including notification, registration, review of proposals, voting, announcement of voting results, formation of meeting resolutions, and minutes The counting of votes, the announcement of voting results, the formation, recording and signing of meeting resolutions, announcements, etc., as well as the content of meeting minutes, signing, announcements, etc. of the general meeting of shareholders, as well as the authorization principles of the shareholder board of directors, and the authorization content should be clear and specific. The board of directors’ authorization principles should be clearly defined and the authorization content should be clear and specific.

The rules of procedure for the general meeting of shareholders shall be drawn up by the board of directors and shall be agreed upon by the shareholders. The rules of procedure of the shareholders' meeting should be included in the company's articles of association or approved by the general meeting. It is an attachment to the Articles of Association, drawn up by the Board of Directors and approved by the Shareholders' Meeting.

Article 69 At the annual general meeting, the directors

Article 74 At the annual shareholders’ meeting, the board of directors and the board of supervisors shall report to the shareholders on their work over the past year.

A report should be made to the general meeting of shareholders on its work over the past year. Each independent director should also give a performance report

sue. Each independent director should also make a performance report. Report.

Article 70 Directors, Supervisors, and Senior Managers Article 75 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at the shareholders’ meeting. bright.

Article 72 The general meeting of shareholders shall have minutes,

Article 77 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:

The secretary of the board of directors is responsible. The minutes of the meeting record the following:

(1) Meeting time, location, agenda and convener’s surname

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

Name or designation;

(2) The host of the meeting and those attending or attending the meeting

(2) Surnames of the host of the meeting and directors, directors, supervisors, general manager and other senior managers attending the meeting

Name of senior management;

name;

(3) Number of shareholders and proxies attending the meeting,

(3) Number of shareholders and proxies attending the meeting, all

The total number of shares held with voting rights and its proportion to the total number of shares of the company The total number of shares held with voting rights and its proportion to the total number of shares of the company

proportion;

Proportion;

(4) The deliberation process and speech requirements of each proposal

(4) Review process and key points of each proposal

Points and voting results;

and voting results;

(5) Shareholders’ inquiries or suggestions and relevant

(5) Shareholders’ inquiries or suggestions and corresponding

Corresponding reply or explanation;

reply or explanation;

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

(7) This Article of Association stipulates that the meeting minutes should be recorded

(7) Other matters that should be included in the meeting minutes as stipulated in this Articles of Association

other content.

Article 73 The convener shall ensure that the meeting minutes are true, accurate and complete. Article 78 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors who attended the meeting, the content is true, accurate and complete. Supervisors, board secretaries, conveners or their representatives, directors, board secretaries, conveners or their representatives, and presiding officers who attend or attend the meeting shall sign on the meeting minutes. The meeting minutes should be signed by the chairperson of the meeting. The minutes of the meeting shall be kept together with the signature booklet of the shareholders present on site and the power of attorney of the proxies present, and the valid documents of voting status via the Internet and other methods, and the retention period is ten years. All documents shall be kept together for a period of not less than 10 years.

Article 74 The convener shall ensure that the shareholders' meeting shall be held continuously. Article 79 The convener shall ensure that the shareholders' meeting shall be held continuously until the final resolution is reached. Due to force majeure, the meeting will be continued until a final decision is reached. If the shareholders' meeting is suspended or unable to make resolutions due to special reasons such as force majeure, 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. Directly terminate this shareholders' meeting and make a timely announcement. At the same time, the convener should report to the CSRC branch where the company is located and the Shanghai Stock Exchange. and Shanghai Stock Exchange reports.

Article 75 The resolutions of the shareholders' meeting are divided into ordinary resolutions. Article 80 The resolutions of the shareholders' meeting are divided into ordinary resolutions, special resolutions and special resolutions. Special Resolution.

Ordinary resolutions made by the general meeting of shareholders shall be passed by more than half of the voting rights held by shareholders (including proxies of shareholders) present at the general meeting of shareholders (including shareholders who entrust proxies to attend the meeting).

Special resolutions made by the general meeting of shareholders shall be passed by more than 2/3 of the voting rights held by shareholders (including proxies of shareholders) present at the general meeting of shareholders (including shareholders who have entrusted proxies to attend the meeting of shareholders).

Article 76 The following matters shall be decided by the general meeting of shareholders

The resolution passed: Article 81 The following matters shall be resolved by the shareholders’ meeting in ordinary

(1) Work reports of the Board of Directors and the Board of Supervisors; Resolution passed:

(2) The profit distribution plan and compensation proposed by the board of directors (1) The work report of the board of directors;

Loss plan; (2) Profit distribution plan and compensation plan drawn up by the board of directors

(3) Appointment and removal of members of the board of directors and board of supervisors and their loss compensation plan;

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

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

(5) The company’s annual report; (4) Except for laws, administrative regulations or these Articles of Association,

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

Article 77 The following matters shall be passed by the shareholders' meeting by special resolution. Article 82 The following matters shall be passed by the shareholders' meeting by special resolution: Resolution passed:

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

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

(3) Modifications to this Articles of Association; (3) Modifications to this Articles of Association;

(4) The company purchases or sells major assets within one year;

(5) Equity incentive plan; (5) Equity incentive plan;

(6) Laws, administrative regulations, or other matters stipulated in these Articles of Association. Other matters passed by special resolutions.

Article 78 Shareholders (including shareholders’ agents) Article 83 Shareholders (including shareholders who entrust their agents to vote for the number of shares with voting rights they represent to attend the shareholders’ meeting) have voting rights for the shares they represent, and each share is entitled to one vote. The voting rights can be exercised according to the number of shares of the right, and each share is entitled to one

The general meeting of shareholders considers the right to re-vote that affects the interests of small and medium investors.

When it comes to major matters, the votes of small and medium investors should be counted separately. The results of major separate vote counting that affect the interests of small and medium-sized investors should be disclosed in a timely manner when the shareholders' meeting considers them. When dealing with certain matters, the votes of small and medium-sized investors shall be counted separately.

The company's shares held by the company have no voting rights, and the results of separate vote counting should be disclosed to the public in a timely manner.

This part of the shares is not included in the total number of shares held by the company with voting rights at the general meeting of shareholders but does not have voting rights. This part of the shares is not included in the voting rights of shareholders present.

A shareholder's purchase of voting shares of a company violates the "Total Number of Certificates."

If a shareholder violates the provisions of the first and second paragraphs of Article 63 of the Securities Law of the People's Republic of China by purchasing the company's voting shares in violation of the provisions of the first and second paragraphs of Article 63 of the Securities Law of the People's Republic of China, the shareholder shall not exercise voting rights within six months and shall not be included in the total number of voting shares present at the shareholders' meeting. Voting rights cannot be exercised within the month and will not be counted as attendance at the shareholders’ meeting

The company's board of directors and independent directors hold 1% of the total number of shares with voting rights.

Shareholders with voting rights above or in accordance with laws, the company's board of directors, independent directors, investors holding more than 1% of voting shares established in accordance with administrative regulations or the China Securities Regulatory Commission, or protection agencies in accordance with laws and administrative regulations may publicly solicit shareholder voting rights. The specific voting rights of shareholders shall be fully disclosed to the person being solicited. The voting rights of the investor protection machine established in accordance with the regulations of the China Securities Regulatory Commission shall be fully disclosed to the person being solicited. The specific voting institution may publicly solicit the voting rights of shareholders. Collect information such as shareholders’ voting intentions. It is prohibited to collect voting rights from shareholders with paid or disguised paid rights, and specific voting intention equations must be fully disclosed to the persons being solicited. Except under statutory conditions, the company does not provide information. It is prohibited to collect in a paid or disguised form and impose minimum shareholding ratio restrictions on the collection of voting rights. Shareholder voting rights. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.

Article 79 The shareholders' meeting considers related transactions. Article 84 When the shareholders' meeting considers 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 valid vote. The number of non-related shareholders shall be fully disclosed in the resolution of the shareholders' meeting; the announcement of the resolution of the shareholders' meeting shall fully disclose the voting status of non-related shareholders. The voting status of joint shareholders.

The avoidance and voting procedures for shareholders with related relationships are as follows: Below:

(1) Before the shareholders' meeting considers related transactions, the company shall determine the number of related shares in accordance with the relevant laws and regulations of the country and refer to the stock listing rules of the stock exchange and determine the scope of related shareholders with reference to the stock listing rules of the stock exchange. Related shareholders or their authorized representatives may attend the meeting. Related shareholders or their authorized representatives may attend the general meeting of shareholders and explain their views to the shareholders present in accordance with the procedures of the general meeting. However, they shall abstain from voting and express their views when voting, and shall not exercise voting rights on behalf of other shareholders. Nor may they exercise voting rights on behalf of other shareholders.

(2) When the shareholders' meeting resolves matters related to related transactions, (2) When the shareholders' meeting resolves matters related to related transactions, the related shareholders should actively avoid voting and not participate in voting; Related shareholders have the right to require related shareholders to avoid voting. After an affiliated shareholder withdraws, other shareholders shall withdraw based on the voting rights they hold, and shall pass corresponding resolutions in accordance with the provisions of these Articles of Association; the withdrawal and voting procedures of affiliated shareholders shall be presided over by the shareholders' meeting. The withdrawal and voting procedures of affiliated shareholders shall be notified by the presiding officer of the shareholders' meeting and recorded in the minutes of the meeting. Notify and load meeting minutes.

(3) Resolutions on related-party transactions made by the shareholders' meeting on related-party transactions must be approved by more than half of the voting rights held by non-related shareholders attending the shareholders' meeting to be valid. However, the right must be passed by more than half of the votes to be effective. However, if the related-related transactions involve matters that need to be passed by special resolutions as stipulated in these Articles of Association, and the resolution of the shareholders' meeting must be passed, the resolution of the shareholders' meeting must be passed by more than two-thirds of the voting rights held by non-related shareholders attending the shareholders' meeting. Only after passing it can it be effective.

Article 80 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors, managers and other senior managers to hand over the management of all or important business of the company to that person unless approved by a special resolution of the general meeting of shareholders. contract.

Article 81 The list of candidates for directors and supervisors shall be as follows:

The proposal shall be submitted to the general meeting of shareholders for voting.

The methods and procedures for nomination of directors and supervisors are:

(1) Directors: the board of directors, shareholders who individually or collectively hold more than 3% of the shares of the company that proposed the list of director candidates may propose director candidates and submit them to the shareholders' meeting for a vote.

After the board of directors conducts a qualification review and the resolution is passed, when the shareholders' meeting votes on the election of directors, the board of directors shall submit a proposal to the shareholders' meeting for voting in accordance with this Article. According to the provisions of the articles of association or the resolution of the shareholders' meeting, accumulation shall be implemented

Independent directors: board of directors, board of supervisors, individual or voting system.

Shareholders who collectively hold more than 1% of the company's shares may propose independent directors. When the shareholders' meeting elects two or more independent directors, director candidates should be established and decided upon by the shareholders' meeting. Implement a cumulative voting system.

(2) Supervisors: held by the board of supervisors, individually or collectively. The methods and procedures for director nomination are:

Shareholders holding more than 3% of the company's shares can propose non-employee representatives (1) Directors: candidates for supervisors held by the board of directors, individually or jointly. After the resolution of the board of supervisors is passed, shareholders with more than 3% of the company's shares can propose director candidates, and the board of supervisors will submit a proposal to the general meeting of shareholders for voting. After the board of directors conducts a qualification review and passes the resolution,

Supervisors who are employee representatives shall be submitted to the shareholders' meeting for voting by a proposal from the employee representative meeting and the board of directors. or other forms of democratic elections. (2) Independent directors: the board of directors, individually or jointly

Before nominating a candidate for director or supervisor, the nominator should obtain a written commitment from the candidate to confirm his acceptance of the proposed director candidate, and shareholders holding more than 1% of the company's shares may propose independence, and the candidate shall be elected and decided by the shareholders' meeting.

The nominator of a director or supervisor candidate who has named the candidate and promised to disclose it publicly shall obtain true and complete information before nominating the director candidate and ensure that after being elected, he will effectively fulfill the written commitment of the director candidate, confirm his acceptance of the nomination, and fulfill his or her duties as a supervisor. Commit to publicly disclosing information about director candidates that is true and complete

Article 82 The company’s general meeting of shareholders shall earnestly perform the duties of directors after electing directors and ensuring that they are elected. When electing directors and supervisors, according to the provisions of this Article or the cumulative voting system of the shareholders' meeting, the cumulative voting system shall be implemented for each resolution when the shareholders' meeting elects directors. One share has the same voting rights as the number of directors to be elected,

The cumulative voting system mentioned in the preceding paragraph means that the voting rights held by shareholders can be used collectively in shareholders' meeting elections. When the board of directors elects a director or supervisor, each share owner and the director to be elected shall announce to shareholders the resume and basic information of the candidate director. Or the number of supervisors has the same voting rights, and shareholders have the same voting rights.

Decision-making power can be centralized. The board of directors should announce to shareholders

Resumes and basic information of candidate directors and supervisors.

Article 83 Except for the cumulative voting system, the general meeting of shareholders will vote on all proposals item by item. For the same matter, all proposals will be voted on item by item. If there are different proposals for the same matter, they will be voted on in the order in which the proposals were put forward. If there are different proposals, they will be voted on in the order in which the proposals were put forward. Except for shareholders' voting due to special reasons such as force majeure. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting shall not be suspended or unable to make a resolution, and the shareholders' meeting shall not shelve the proposal or refuse to vote. put aside or withheld from vote.

Article 84 When the shareholders’ meeting considers proposals, they shall not

Article 88 When the shareholders' meeting considers the proposal, no modifications may be made to the proposal. Otherwise, the relevant changes shall be

If the proposal is modified, it shall be regarded as a new proposal and cannot be used at this shareholders' meeting.

A new proposal cannot be voted on at this shareholders' meeting. Take a vote.

Article 86 The shareholders' meeting shall vote by registered vote. Article 90 The shareholders' meeting shall vote by registered vote. Decide.

Article 87 The shareholders’ meeting votes on the proposal

Article 91 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes.

Before voting, two shareholder representatives should be elected to participate in the counting and supervision of votes. If the matter under consideration has an interest in shareholders, the relevant shareholders and

If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision.

Agents are not allowed to participate in vote counting or scrutinizing.

When the shareholders’ meeting votes on a proposal, the legal

When a shareholder meeting votes on a proposal, lawyers, lawyers, shareholder representatives and supervisor representatives shall be jointly responsible for counting and supervising the votes.

Shareholder representatives are jointly responsible for counting and supervising votes, announcing the votes on the spot, and announcing the voting results and resolutions on the spot.

The voting results and resolutions are recorded in the minutes of the meeting. Load meeting minutes.

Shareholders of the company who vote through the Internet or other means or shareholders of the company who vote through the Internet or other means or

Its agent has the right to verify its self-agent through the corresponding voting system and the right to verify itself through the corresponding voting system.

own voting results.

voting results.

Article 88 The on-site closing time of the shareholders' meeting shall not be earlier than the online or other means. The presiding officer of the meeting shall announce the voting status and results of each proposal, and based on the voting status and results of each proposal, declare whether the proposal is passed or not based on the voting results. Announce whether the proposal is passed or not.

Before the official announcement of the voting results, the companies involved in the shareholders' meeting, online and other voting methods, the companies involved in the counting network and other voting methods, vote counters, scrutineers, major shareholders, network service providers and other relevant parties, scrutineers, shareholders, network service providers and other relevant parties have the obligation to keep the voting information confidential. Everyone has the obligation to keep the voting information confidential.

Article 93 Shareholders attending the shareholders’ meeting shall

Article 89 Shareholders attending the general meeting of shareholders shall

Express one of the following opinions on the proposal submitted for voting: Agree. Express one of the following opinions on the proposal submitted for voting: Agree.

object or abstain. The securities registration and clearing agency of the Mainland expressed its disapproval, opposition or abstention. Securities registration and clearing agency as Shanghai

The nominal holders of Hong Kong Stock Connect stocks traded in the Hong Kong stock market under the Stock Connect mechanism shall, in accordance with the actual holder’s wishes,

Holders, except those who declare according to the intention of the actual holder. Not filled in, wrongly filled in, handwriting

Except.

Unrecognizable votes and unvoted votes shall be deemed cast

If the vote is not filled in, filled in incorrectly, or the handwriting is illegible, the holder of the vote has given up the right to vote, and the voting result of the number of shares held by him or her will be determined.

Any unvoted votes shall be regarded as the voter giving up the right to vote, and the result shall be counted as "abstention".

The voting result of the number of shares held shall be counted as "abstention".

Article 91 The resolutions of the general meeting of shareholders shall be made public in a timely manner. Article 95 The resolutions of the general meeting of shareholders shall be announced in a timely manner. The announcement shall list the shareholders and proxies who attended the meeting. The announcement shall list the number of shareholders and proxies who attended the meeting, the total number of shares held with voting rights and their proportion to the number of persons in the company, the total number of shares held with voting rights and their proportion to the total number of shares with voting rights, the voting method, and each item. The proportion of the total number of shares with voting rights, the voting method, the voting results of each proposal and the details of each resolution passed. The voting results of the proposal and the details of each resolution passed. Allow.

Article 92 If a proposal is not passed, or this proposal is not passed, or 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. Special reminders will be made in the announcement of meeting resolutions.

Article 93 If the shareholders' meeting passes the proposal for the election of directors and supervisors, and the new director or supervisor proposes the proposal at that time, the new director shall take office immediately after the end of the shareholders' meeting; however, at the time of the general election, the new director shall take office; but at the time of the general election, if the term of any member of the previous board of directors or supervisory board has not expired, If the term has not yet expired, the members of the new board of directors shall take office from the date when the terms of the current board of directors and board of supervisors expire.

Members of the Supervisory Board shall take office on the date when their term of office expires.

Article 94 If the shareholders' meeting passes the proposal on the distribution of cash, bonus shares or the transfer of capital reserves to share capital, the company shall implement the specific plan within two months after the conclusion of the shareholders' meeting. The specific plan will be implemented within 2 months after the end of the Eastern Conference.

Article 95 A director of a company is a natural person, with the following

He cannot serve as a director of a company under any of the following circumstances: Article 99 A director of a company is a natural person and the following conditions apply:

(1) A person who has no capacity for civil conduct or is restricted from civil conduct cannot serve as a director of a company under any of the following circumstances: (1) He has no capacity for civil conduct or is restricted from civil conduct

(2) Due to corruption, bribery, misappropriation of property, misappropriation of property;

(2) For corruption, bribery, misappropriation of property, or misappropriation of property, the execution period has not exceeded five years, or deprivation of property due to a crime or destruction of the socialist market economic order, and the execution period has not exceeded five years;

(3) If the director of a company or enterprise undergoing bankruptcy liquidation has not expired for more than 5 years and is declared with a deferment, the director or manager of the company or enterprise shall be responsible for the bankruptcy of the company or enterprise for a period of less than 2 years from the date of expiration of the deferment;

If there is personal liability, it has not been more than three years since 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 bear personal liability for violating the law, and it has not been more than 3 years since the date of the bankruptcy liquidation and closure of the company or enterprise, and the date of completion of the liability;

(4) It has not been more than three years since the date when the company or enterprise was revoked of its business license or responsible for violating the law; it has not been more than three years since the company or enterprise was ordered to close down, and it shall be responsible for

(5) If a large amount of debts borne by an individual is due and the personal liability is not paid off, the company or enterprise shall be revoked or ordered to close down within three years from the date on which the company or enterprise is revoked;

(6) Being banned from the securities market by the China Securities Regulatory Commission; (5) The individual's relatively large debts have not been fined when due and the time limit has not expired; the people's court has listed him as a dishonest person subject to execution for repayment;

(7) Other contents stipulated in laws, administrative regulations or departmental rules. (6) Other contents that have been banned from the securities market by the China Securities Regulatory Commission. measures, the time limit has not expired;

During the above period, the closing date shall be the date that is publicly recognized by the Shanghai Stock Exchange as a non-opening day according to the general meeting of shareholders to elect directors (7). Suitable for serving as company directors, senior managers, etc., period

The director candidate should have known or should have known that he or she was being nominated;

(8) Report to the board of directors or the board of supervisors on the above circumstances as stipulated by laws, administrative regulations or departmental rules as soon as possible after being proposed as a director candidate. of other content.

If a director candidate falls under the circumstances listed in paragraph 1 of this article and violates the provisions of this article to elect or appoint a director, the company shall not submit him as a director candidate for stock election, appointment or appointment as invalid. Directors shall vote at the general meeting during their term of office. If a director is elected or appointed in violation of the provisions of this article, the company will dismiss him or her from office, and the election, appointment or appointment will be invalid. Directors are performing their duties while serving.

If the situation in this article occurs during this period, the company will terminate his position.

Article 96 Directors shall be elected or replaced by the shareholders' meeting. Article 100 Directors shall be elected or replaced by the shareholders' meeting and may be dismissed by the shareholders' meeting before the expiration of their term of office. Director. Each term is three years. Directors can be re-elected upon expiration of their term of office. Officers have a three-year term and can be re-elected upon expiration of their term.

Re-elected. The term of office of a director shall be calculated from the date of taking office until the current term of directors.

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. The term of office of a director has not expired until the expiration of the term of the council. If a director's term of office expires and is not re-elected in time, the original director shall still be re-elected before the re-elected director takes office. Before the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the laws, administrative regulations, department rules and these Articles of Association.

perform the duties of a director in accordance with the provisions of the regulations. Directors may be concurrently held by senior managers, but concurrent directors may be concurrently held by general managers or other senior managers, and directors held by employee representatives, but the total number of directors who concurrently hold the posts of general manager or other senior managers shall not exceed 1/2 of the total number of directors of the company.

The total shall not exceed 1/2 of the total number of directors of the company.

Article 101 Directors shall abide by laws, administrative regulations and the provisions of these Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits.

Directors have the following duties of loyalty to the company:

(1) Not to misappropriate the company’s property or misappropriate company funds;

Article 97 Directors shall abide by laws, administrative regulations

(2) Company funds shall not be used in his or her own name or in accordance with regulations and these Articles of Association, and shall have the following loyalty obligations to the company:

Open an account and store it in the name of another individual;

(1) No one shall take advantage of his or her authority to accept bribes or other illegal

(3) No bribery or other legal income may be taken advantage of, and the company's property shall not be misappropriated;

illegal income;

(2) No misappropriation of company funds;

(4) Failure to report to the board of directors or shareholders’ meeting, and

(3) Company assets or funds shall not be used as personal

Open an account for storage in the name of the board of directors or shareholders' meeting or in the name of other individuals in accordance with the provisions of these Articles of Association;

Pass, shall not directly or indirectly enter into a contract with the company

(4) No violation of the provisions of these Articles of Association shall be made without the approval of shareholders

or conduct transactions;

The general meeting or board of directors agrees to lend company funds to others

(5) Shall not take advantage of his position to provide guarantee for himself or others with company property;

Others seek business opportunities belonging to the company, but report to the board of directors

(5) Shall not violate the provisions of these Articles of Association or without the approval of shareholders

Or the shareholders' meeting reports and passes the shareholders' meeting resolution, or the general meeting agrees to enter into a contract or transaction with the company;

The company shall, in accordance with the provisions of laws, administrative regulations or these Articles of Association,

(6) No one shall take advantage of his or her position without the approval of the general meeting of shareholders

Except for being unable to take advantage of the business opportunity;

Convenience, to obtain business for yourself or others that belongs to the company

(6) Failure to report to the board of directors or shareholders' meeting, business opportunities, self-operation or other operations similar to the company's

No business shall be conducted by oneself or for others upon approval of the resolution of the shareholders' meeting;

Operate similar business to that of our company;

(7) You must not accept commissions from transactions with the company as your own

(7) Shall not violate the provisions of these Articles of Association without any prior ownership;

The association or board of directors agrees to lend company funds to others

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

Or use company property to provide guarantee for others;

(9) Shall not use its affiliated relationships to harm the company’s interests.

(8) No commissions from transactions with the company may be accepted as profits;

own; own

(10) Other matters stipulated in laws, administrative regulations and this Articles of Association

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

His duty of loyalty.

(10) Directors shall not use their associated relationships to harm the company. Income earned by directors in violation of the provisions of the preceding paragraph shall be attributed to

benefit;

owned by the company; if it causes losses to the company, it shall bear the compensation

(11) Laws, administrative regulations, departmental rules and liability.

Other duties of loyalty stipulated in this Charter.

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 be liable 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 102 Directors shall abide by laws, administrative regulations and the provisions of these Articles of Association, and have a duty of diligence to the company.

Article 98 Directors shall abide by laws, administrative regulations

When performing duties, the duties shall be performed in the best interests of the company, complying with regulations and these Articles of Association, and shall have the following diligent obligations to the company:

reasonable care normally due by a regulator.

(1) The company’s mandate should be exercised prudently, conscientiously and diligently

Directors have the following diligence obligations towards the company:

rights granted to ensure that the company’s business practices comply with the state’s

(1) The requirements of company laws, administrative regulations and various national economic policies should be exercised prudently, conscientiously and diligently.

The rights conferred by the company to ensure that the company’s business practices comply with national requirements and that its business activities do not exceed the business scope stipulated in the business license.

The scope of domestic laws, administrative regulations and various national economic policies;

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

(2) All shareholders should be treated fairly;

scope;

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

(2) All shareholders should be treated fairly;

(4) Written confirmation of the company’s periodic reports should be signed

(3) Keep abreast of the company’s business operations and management status; opinions. Ensure that the information disclosed by the company is true, accurate and

(4) The signed written copy of the company’s periodic reports should be accurate and complete;

opinions and ensure that the information disclosed by the company is true, accurate and

(5) Relevant information and information shall be truthfully provided to the Board of Supervisors

complete; complete

Information shall not hinder the board of supervisors or supervisors from exercising their powers;

(5) Relevant information shall be truthfully provided to the Audit Committee

(6) Laws, administrative regulations, departmental rules and this chapter

Information and information shall not hinder the Audit Committee from exercising its powers; other diligence obligations stipulated in the regulations shall not be hindered.

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

Article 99 A director fails to attend in person for two consecutive times. Article 103 If a director fails to attend in person for two consecutive times and does not entrust other directors to attend the board of directors' meetings, the director shall be deemed to be incapable of performing his duties. be replaced.

Article 100 Directors may resign before the expiration of their term of office

Article 104 Directors may resign upon expiration of their term of office. Directors resigning shall submit a written resignation to the Board of Directors

Resigned before. Directors who resign should submit a written resignation report to the company. The board of directors will disclose the relevant situation within two days.

The resignation will take effect on the day the company receives the resignation report. If the company's board of directors falls below the legal level due to the director's resignation,

The relevant situation will be disclosed within 2 trading days. If the minimum number of directors is determined by the directors, before the re-elected directors take office, the original

If the resignation of the company's board of directors causes the company's board of directors to fall below the legal minimum number of members, the directors should still comply with laws, administrative regulations, and departmental rules.

Before the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of these Articles of Association.

According to laws, administrative regulations, departmental rules and these Articles of Association, except for the circumstances listed in the preceding paragraph, the resignation of a director shall be announced upon resignation.

Perform the duties of a director.

It shall take effect when the complaint is delivered to the board of directors.

Article 101 The resignation of a director shall take effect or the term of office shall be effective. Article 105 When the company establishes a director's resignation management and completes all handover procedures to the board of directors upon expiration, he shall have a system to clarify the unfulfilled public commitments and the faithful obligations borne by the company and shareholders, as well as safeguard measures to hold him accountable for unfulfilled matters after the end of his term. The resignation of a director does not automatically terminate the company. It will take effect within a reasonable period stipulated in the Articles of Association or when the term of office expires, the transfer shall be completed to the board of directors and remain effective. The outgoing director's obligation to keep the company's trade secrets confidential will not be automatically lifted after the end of his term. It will remain valid after the end of his term as stipulated in the Articles of Association and will remain valid until the 12 months after the secret becomes public. The duration of a director's responsibilities for disclosing information and other fiduciary duties during his term of office shall be based on the duties borne by him and shall not be waived due to resignation or based on the principle of fairness, the director shall terminate based on the nature of the matter and the seriousness to the company. The outgoing director's obligation to keep the company's trade secrets confidential, the duration of his influence on the company, and the fact that his obligations with the director will remain valid after the end of his term until the secret becomes relevant are comprehensively determined. is public information.

Article 106 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made.

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

Article 108 If a director causes damage to others when performing his company duties, the company will be liable for compensation;

Article 103 If a director violates the company's duties intentionally or with gross negligence, he shall also bear the liability for compensation in accordance with laws, administrative regulations, departmental rules or these Articles of Association.

According to the provisions, if any loss is caused to the company, it shall 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.

Article 104 Independent directors shall comply with laws and

Administrative regulations, departmental rules and relevant provisions of this charter shall be implemented

OK.

Article 105 The company shall establish a board of directors, which shall

The General Assembly is responsible.

Article 106 The board of directors shall consist of nine directors

There are no employee representative directors, including three independent directors.

The board of directors shall have one chairman.

The company's board of directors establishes strategy, auditing, nomination, salary

Special committees on remuneration and assessment. Members of various special committees

Composed of three directors, including the Audit Committee, Nomination Committee,

The Remuneration and Appraisal Committee consists of two independent directors and is composed of

The appointed director serves as the convener. The convener of the audit committee shall

As an accounting professional. The audit committee should have at least

One independent director is an accounting professional. Article 109 The company shall have a board of directors. The board of directors shall

(1) The main responsibility of the Strategy Committee is to review the company. It consists of 9 directors and has a chairman. The chairman studies and proposes long-term development strategies and major investment decisions. The board of directors is elected by a majority of all directors. Directors make recommendations. There are 3 independent directors in the meeting and 1 employee representative director.

(2) The main responsibilities of the audit committee are: to propose that the employee representatives on the board of directors be hired by the company's employees through the employee agent or to replace the external audit institution; to supervise the company's internal congresses, workers' meetings or other forms of democratically elected audit systems and their implementation; to be responsible for internal audits and external auditors without submitting them to the shareholders' meeting for review.

communication between accountants; review the company’s financial information and its disclosures;

Expose; review the company’s internal control system.

(3) Main members of the Nomination, Remuneration and Appraisal Committee

Responsibilities: Research selection criteria for directors and senior managers

and make recommendations on standards and procedures; conduct a broad search for qualified directors

and senior management personnel; selection of director candidates and senior management personnel;

Review and make recommendations on candidates for senior management personnel; research

Study the assessment standards for directors and senior managers and conduct assessments

Review and make recommendations; research and review directors, senior management

Compensation policies and programs for personnel.

The above-mentioned special committees may hire intermediaries to provide

Professional advice is provided and the relevant costs will be borne by the company.

Each special committee is responsible to the board of directors, and each special committee

The committee's proposals shall be submitted to the Board of Directors for review and decision.

Article 107 The board of directors shall exercise the following powers:

(1) Convene a general meeting of shareholders and report to the general meeting of shareholders

Work; Article 110 The Board of Directors shall exercise the following powers:

(2) Implement the resolutions of the shareholders’ meeting; (1) Convene the shareholders’ meeting and report the work to the shareholders’ meeting

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

(4) Formulate the company’s annual financial budget plan and resolutions; (2) Implement the resolutions of the shareholders’ meeting;

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

(5) Formulate the company’s profit distribution plan and loss compensation plan; (4) Formulate the company’s profit distribution plan and loss compensation plan; Loss plan;

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

(7) Formulate plans for the company's major acquisitions and acquisitions of the company's shares;

(8) Within the scope authorized by the shareholders' meeting, decide on the company's external investment, acquisition or sale of assets, asset mortgage, external investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, related transactions, external donation guarantee matters, entrusted financial management, related transactions, external donations and other matters; and other matters within the scope authorized by the shareholders' meeting;

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

(10) Decide on the appointment or dismissal of the company’s general manager and directors (9) Decide on the appointment or dismissal of the company’s general manager, secretary to the board of directors and other senior management personnel, and decide on their remuneration, rewards and punishments; based on the nomination of the general manager, appoint or dismiss the company’s deputy general manager, financial director and other senior management personnel, and decide on their remuneration, rewards and punishments; and other senior management personnel, and decide on their remuneration matters and bonuses

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

(12) Formulate a plan to amend the Articles of Association; (10) Formulate the company’s basic management system;

(13) Manage the company’s information disclosure matters; (11) Formulate amendment plans to this Articles of Association;

(14) Propose to the general meeting of shareholders to hire or change an accounting firm to manage the company’s information disclosure matters;

(15) Listen to the work report of the company’s general manager and inspect the company’s audited accounting firm;

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

(16) Decide that the company shall inspect the work of the general manager due to Article 24 of the Articles of Association;

(3) Acquisition under the circumstances specified in items (5) and (6); (15) Laws, administrative regulations, departmental rules, and the company’s shares; other powers granted by this Articles of Association or the shareholders’ meeting.

(17) Laws, administrative regulations, departmental rules or matters that exceed the scope of authorization of the shareholders' meeting shall be submitted to other powers granted by the articles of association. Reviewed by shareholders meeting.

Matters beyond the scope of authorization of the general meeting of shareholders shall be raised

submitted to the general meeting of shareholders for review.

Article 108 The company's board of directors shall make an explanation to the general meeting of shareholders regarding the non-standard audit opinion issued by a certified public accountant on the company's financial report. Opinions shall be explained to the shareholders’ meeting.

Article 109 The Board of Directors formulates the agenda of the Board of Directors

Rules are provided to ensure that the Board of Directors implements the resolutions of the General Meeting of Shareholders and provides Article 112. The Board of Directors shall formulate board meetings to ensure high work efficiency and ensure scientific decision-making. The rules of procedure for board meetings are to ensure that the board of directors implements the resolutions of the shareholders' meeting. The rules should stipulate the convening and voting procedures of the board of directors, so that directors can work efficiently and ensure scientific decision-making.

will be drawn up and approved by the general meeting of shareholders.

Article 110 The Board of Directors shall determine external investments. Article 113 The Board of Directors shall determine the authority over foreign investment, acquisition and sale of assets, asset mortgages, external guarantees, 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 for major investment projects. Relevant experts and professionals shall be organized for review of major investments, and Relevant experts and professionals should be organized to review the project and submit it to the shareholders' meeting for approval. and submit it to the shareholders' meeting for approval.

(1) Transactions occurring in the company meet one of the following standards (1) Transactions occurring in the company (except for financial assistance and temporary provision of guarantees, which must be reported to the board of directors for approval) meet one of the following standards, but have not yet

If the total assets involved in the transaction account for more than 10% of the company's latest total assets that should be reviewed and approved by the shareholders' meeting, it must be reported to be more than 10% of the audited total assets. The assets involved in the transaction must be disclosed in a timely manner after approval by the board of directors:

If the total amount has both book value and appraised value, whichever is higher 1. The total assets involved in the transaction (if there are both book value and appraised value as calculation data; if there is both book value and appraised value, whichever is higher) accounts for the company's most recent

The net assets involved in the transaction target (such as equity) exceed 10% of the audited total assets for the period;

(If there are both book value and appraised value, whichever is higher) 2. The net assets involved in the transaction target (such as equity) account for more than 10% of the company's latest audited net assets, and (if there are both book value and appraised value, whichever is higher) the absolute amount exceeds 10 million yuan; account for more than 10% of the company's latest audited net assets, and

The absolute amount of the transaction object (such as equity) in the latest accounting exceeds 10 million yuan;

The annual relevant operating income accounts for more than 10% of the company's most recent audited net assets in the most recent accounting year; 3. The transaction amount (including debts assumed and more than 10% of the audited operating income, and the absolute amount exceeds expenses) accounts for 10% of the company's most recent audited net assets; more than 10 million yuan; and the absolute amount exceeds 10 million yuan;

The subject matter of the transaction (such as equity) is in the most recent accounting year. 4. The profit generated by 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 more than 10% of the audited net profit, and the absolute amount exceeds 1 million yuan;

1 million yuan; 5. The transaction target (such as equity) was in the most recent accounting

The transaction amount of the transaction (including liabilities and expenses) The relevant annual operating income accounts for more than 10% of the company's most recent audited net assets in the most recent fiscal year, and more than 10% of the audited operating income, and the absolute amount exceeds the absolute amount by more than 10 million yuan; exceeds 10 million yuan;
The profit generated by 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 1 million yuan in the company's most recent fiscal year. More than 10% of the audited net profit, and the absolute amount exceeds

The data involved in the calculation of the above indicators is a negative value of 1 million yuan.

When , calculate its absolute value. If the data involved in the calculation of the above indicators is negative,

If the company's transactions reach one of the following standards, its absolute value shall be used for calculation.

When submitted to the general meeting of shareholders for consideration: Transactions that occur in the company (except financial assistance, provision of guarantees

If the total assets involved in the transaction account for one of the following standards in the company's most recent period (guarantee), in addition to promptly disclosing more than 50% of the audited total assets, the assets involved in the transaction must also be submitted to the shareholders' meeting for review:

The net assets involved in the transaction target (such as equity) exceed 50% of the audited total assets for the period;

(If there are both book value and appraised value, whichever is higher) 2. The net assets involved in the transaction target (such as equity) account for more than 50% of the latest audited net assets of the listed company (if there are both book value and appraised value, whichever is higher), and the absolute amount exceeds 50 million yuan; account for more than 50% of the company's latest audited net assets, and

The absolute amount of the transaction object (such as equity) in the latest accounting exceeds 50 million yuan;
The transaction amount (including debts assumed and more than 50% of the audited operating income, and the absolute amount exceeds expenses) accounts for 50% of the company's most recent audited net assets and exceeds 50 million yuan; 3. The transaction amount exceeds 50 million yuan; and the absolute amount exceeds 50 million yuan;
The transaction target (such as equity) was in the most recent accounting year. 4. The profit generated by the transaction accounted for more than 50% of the company’s audited net profit in the most recent fiscal year, and the absolute amount exceeded more than 50% of the audited net profit, and the absolute amount exceeded 5 million yuan;

5 million yuan; 5. The transaction target (such as equity) was in the most recent accounting

The transaction amount of the transaction (including liabilities and expenses) The relevant annual operating income accounts for more than 50% of the company's most recent audited net assets in the most recent fiscal year, and more than 50% of the audited operating income, and the absolute amount exceeds the absolute amount by more than 50 million yuan; exceeds 50 million yuan;
The profit generated by the transaction accounts for more than 50% of the company's audited net profit in the most recent accounting year, and the absolute amount exceeds 5 million yuan;

If the data involved in the calculation of the above indicators is negative, it is 5 million yuan.

Calculate its absolute value. If the data involved in the calculation of the above indicators is negative,

The assets purchased and sold above do not include the purchase of raw materials, and are calculated based on their absolute value.

Fuel and power, as well as the sale of products, commodities, etc. and daily (2) In addition to providing guarantees to related parties, assets related to the company's operations, but if the asset replacement involves purchases, transactions between related parties that meet one of the following standards, such assets should be sold, are still included. When approved by more than half of all independent directors, the board of directors shall

(2) Review procedures for related-party transactions and timely disclosure:

The amount of transactions between the company and related natural persons is more than 300,000 yuan. 1. The transaction amount between the company and related natural persons (including transactions with an absolute value of more than 300,000 yuan and less than 3 million yuan (excluding debts and expenses assumed); 10,000 yuan) shall be reviewed and approved by the company's board of directors; 2. The transaction amount between the company and related legal persons with related legal persons (or other organizations) is more than 3 million yuan. The transaction amount (including debts and expenses assumed) is more than 3 million yuan, less than 30 million yuan (excluding 30 million yuan), and is more than 10,000 yuan, and accounts for more than 0.5% of the company's latest audited net assets and more than 0.5% of the absolute value of the company's latest audited net assets.

Related transactions of more than 5% and less than 5% (excluding 5%) shall be reviewed and approved by the board of directors of the company and the related party, in addition to providing guarantees for the related party. Amount of transactions incurred (including liabilities and expenses assumed)

If the amount incurred between the company and related natural persons exceeds 30 million yuan, and accounts for more than 5% of the company's most recent audited related transactions of more than 3 million yuan, or more than 5% of the absolute value of the net assets between the company and related legal persons, the amount incurred between the company and related natural persons exceeds 30 million yuan, and accounts for more than 3 million yuan of the company's most recent audited related transactions, and is submitted to the shareholders' meeting after review and approval by the board of directors.

If the company provides guarantees for related parties for related transactions with an absolute value of more than 5% of the audited net assets in the first period, in addition to being reviewed and approved by a majority of non-related directors in accordance with the "Shanghai Stock Exchange Stock Listing Rules" (revised in January 2022), it must also disclose the audit report or evaluation report to two-thirds of the non-related directors who attended the board meeting, and submit the transaction to the above directors for review and approval, and to the shareholders' meeting for review. Considered by the general meeting of shareholders.

The company provides guarantees to related parties, no matter how large the amount is

be submitted to the general meeting of shareholders after deliberation and approval by the board of directors

will be reviewed.

The company accepts simple gifts from related natural persons or related legal persons

Contributing cash assets and providing guarantees are exempt from the above review.

sequence.

The board of directors may, based on the actual conditions of the company,

Matters within the scope of authority of the board of directors are specifically delegated to the general manager.

OK.

Article 111 The company shall have one chairman of the board of directors.

Elected by a majority of all directors by the board of directors.

Article 112 The Chairman shall exercise the following duties. Article 114 The Chairman shall exercise the following powers: Power:

(1) Presiding over the shareholders’ meeting and convening and presiding over the board of directors (1) Presiding over the shareholders’ meeting and convening and presiding over the board of directors’ meetings; meetings;

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

(3) Sign important documents of the board of directors and other documents that should be signed by the company’s legal representative; (3) Sign important documents of the board of directors and other documents that should be signed by the company’s legal representative;

(4) To exercise the powers of the legal representative; (4) To exercise the powers of the legal representative;

(5) In the event of a force majeure emergency such as a major natural disaster, the company shall exercise special disposal rights that are in compliance with legal provisions and in the interests of the company, and shall report to the company's board of directors and shareholders' meeting afterwards;

(6) Other powers granted by this Articles of Association or the Board of Directors. (6) Other powers granted by this Articles of Association or the Board of Directors.

Article 113 If the Chairman is unable to perform his duties, Article 115 If the Chairman is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties. If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties. Name a director to perform his duties.

Article 114 The board of directors shall convene at least every year

Article 116 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors and held on the 10th day of the meeting.

2 meetings shall be convened by the chairman of the board of directors, and all directors shall be notified in the manner specified in Chapter 9 of the Articles of Association 10 days before the meeting.

Notify all directors in writing in advance.

directors and supervisors.

Article 117 Representatives 1/10 or above vote

Article 115 Representatives 1/10 or above vote

shareholders, more than 1/3 of the directors or the audit committee, shareholders with more than 1/3 of the directors or the board of supervisors may propose

An extraordinary meeting of the Board of Directors may be proposed. The chairman shall convene an extraordinary meeting of the board of directors upon request. The chairman of the board of directors should receive

Convene and preside over the board of directors meeting within 10 days after receiving the proposal. Convene and preside over the board of directors meeting within 10 days after receiving the proposal.

discussion.

Article 116 The Board of Directors convenes an extraordinary Board meeting. Article 118 The Board of Directors shall convene an extraordinary Board of Directors meeting by way of notification: written notice, fax or teleconference. The notification method of the meeting shall be: written notice, e-mail; the notification time limit is three days before the meeting. or communication method; the notification time limit is 3 days before the meeting. 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. illustrate.

Article 118 Unless otherwise provided in these Articles of Association

Article 120 In addition to a majority of the Board of Directors meeting, the Board of Directors meeting must be attended by more than half of the directors.

It can only be held if the directors are present. Any resolution made by the board of directors must be held. Resolutions made by the board of directors must be approved by all directors

It must be approved by more than half of all directors.

Passed by majority.

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

Article 121 The resolution of directors and board of directors meeting

Article 119 If a director has an affiliated relationship with an enterprise or individual involved in a matter to be resolved at a 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 and shall not act as agents for other directors. Directors with related relationships shall not exercise voting rights on this resolution. The board meeting shall be held by more than half of the directors and shall not exercise voting rights on behalf of other directors. The board meeting can be held only if the director who is related to the board of directors is present. The board meeting must be attended by more than half of the unrelated directors, that is, the resolution must be passed by more than half of the unrelated directors. Attendance Can be held, resolutions made at the board meeting must be passed by more than half of the directors if the number of unrelated directors at the board meeting is less than three. Those who are not present at the board meeting should submit the matter to the general meeting of shareholders for consideration. If the number of joint directors is less than 3, the matter shall be submitted to the shareholders' meeting for review.

Article 120. Voting methods for board of directors resolutions. Article 122. The board of directors shall convene a meeting and vote by: show of hands or open vote. The decision shall be made by a show of hands or a registered vote.

Board meetings shall be held on site in principle. Board of Directors Board meetings shall be held on site in principle. On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held and resolutions made by fax and signed by directors. and signed by the participating directors.

Article 121 Board meetings shall be held by directors

If a director is unable to attend for any reason, he may authorize another director to attend a board meeting in writing. Article 123 The director shall authorize another director to attend the meeting on his behalf, and the letter of authorization shall state that the representative shall attend in person. If a director is unable to attend for any reason, he may authorize another director to attend the meeting on his behalf in writing, including the name of the attorney, matters of agency, scope of authorization, and validity period. The letter of authorization shall state the limit of proxy and be signed or sealed by the authorizer. The director who attends the meeting on his/her behalf shall exercise the rights of the director within the scope of authorization. It must be signed or sealed by the principal. Directors who attend meetings on behalf of directors who do not attend the board meeting and who do not entrust a representative to attend the meeting shall exercise the rights of directors within the scope of authorization. , shall be deemed to have given up the right to vote at that meeting. The director did not attend the board meeting and did not appoint a representative to attend

A director shall not be deemed to have waived his right to vote at that meeting by accepting a vote at a board meeting. The delegates of more than two directors shall attend the meeting on their behalf.

Article 122 The board of directors shall

Article 124 The board of directors shall keep minutes of its decisions on the matters discussed at the meeting.

Decisions on matters discussed shall be recorded in meeting minutes. Directors, board secretaries and record-keeping personnel who attended the meeting shall record the meeting minutes.

Participants should sign the minutes of the meeting. Sign the board meeting minutes. Minutes of board meetings are kept as company files.

Saved as company files, the retention period is 10 years. The shelf life is ten years.

Article 126 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, the Shanghai 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 127 Independent directors must maintain independence. The following persons are not allowed to serve as independent directors:

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

(2) Directly or indirectly holds more than 1% of the company’s issued shares or is a natural shareholder among the top 10 shareholders of the company

Individual shareholders and their spouses, parents, and children;

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

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

(5) Persons who have significant business dealings with the company, its controlling shareholders, actual controllers, or their respective subsidiaries, or persons who hold positions in units with significant business dealings, 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 12 months;

(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the Shanghai 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 128 To serve as an independent director of a company, one must meet the following conditions:

(1) Qualified to serve as a director of the 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 company operations 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 the Shanghai Stock Exchange and these Articles of Association.

Article 129 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 130 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 131 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:

(1) Related transactions that should be disclosed;

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

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

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

Article 132 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. The matters listed in Items (1) to (3) and Article 131 of Paragraph 1 of Article 130 of the Articles of Association 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.

Article 133 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 134 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 135 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:

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

(2) Appoint or dismiss the accounting firm that handles the company’s audit business;

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

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

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

Article 136 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of 2 or more members, or when the convener deems it necessary. Audit committee meetings can only be held if more than 2/3 of the members are present.

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 137 The company's board of directors shall set up a Strategy Committee and a Nomination, Remuneration and Appraisal Committee and other special committees to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The working procedures of special committees are formulated by the board of directors.

Article 138 The Nomination, Remuneration and Appraisal Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:

(1) Nominate or appoint or remove directors;

(2) Recruiting or dismissing senior managers;

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

If the board of directors fails to adopt or fails to fully adopt the recommendations of the Nomination, Remuneration and Appraisal Committee, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.

Article 139 The Nomination, Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration determination mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:

(1) Remuneration of directors and senior managers;

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

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

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

If the board of directors fails to adopt or fails to fully adopt the recommendations of the nomination, remuneration and appraisal committee, it shall record the opinions of the nomination, remuneration and appraisal committee and the specific reasons for failure to adopt them in the board resolution and disclose them.

Article 125 Article 95 of the Articles of Association relates to Article 141. The provisions of the Articles of Association regarding the circumstances in which the Company is not permitted to serve as a director, the circumstances in which a senior management director is prohibited, and the resignation management system shall also apply to the management personnel. The period specified in Article 95 shall be used for senior management personnel as proposed.

The closing date shall be the date on which the board of directors appoints the senior management personnel. The provisions of Article 97 of the Articles of Association regarding the directors’ obligations of loyalty and diligence also apply to senior managers.

and Article 98 (4) ~ (6) on the duty of diligence

The provisions also apply to senior managers.

Article 127 The term of office of the general manager shall be three years. Article 143 The term of office of the general manager shall be three years and may be re-appointed. Years, the general manager can be re-elected.

Article 128 The general manager is responsible to the board of directors. Article 144 The general manager is responsible to the board of directors and exercises the following powers:

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

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

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

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

(5) Formulate the company’s specific regulations; (5) Formulate the company’s specific regulations;

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

(7) Decide on the appointment or dismissal of responsible management personnel other than those that shall be decided by the board of directors;

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

Article 130 The general manager’s working rules include the following:

Article 146 The general manager’s working rules include the following contents:

The following:

(1) Conditions, procedures and procedures for convening general manager meetings

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

people participating;

(2) The general manager and other senior management personnel shall

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

Specific responsibilities and their division of labor;

(3) Use of company funds and assets, signing major

(3) Use of company funds and assets, authority to sign major contracts, and reports to the board of directors and board of supervisors

Contractual authority, and reporting system to the board of directors; system;

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

Article 133 The company shall have a secretary to the board of directors. Article 149 The company shall have a secretary to the board of directors who shall be responsible for the preparation and documentation of the company's shareholders' meeting and board of directors' meetings, the storage of documents and the management of the company's shareholder information, the management of information disclosure and the management of the company's shareholder information, and the handling of information disclosure matters. affairs and other matters.

The secretary to the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and this Articles of Association. The relevant provisions of the department rules and this charter.

Article 150 Senior managers execute the company

If the position causes damage to others, the company will be responsible for compensation

Article 134 Senior management personnel shall perform official duties

Responsibility; senior managers intentionally or grossly negligently violate laws, administrative regulations, departmental rules or

, should also bear liability for compensation.

According to the provisions of this Articles of Association, any loss caused to the company shall be borne by the

Senior managers shall be liable for compensation if they violate the law while performing their company duties.

laws, administrative regulations, departmental rules or the provisions of this Articles of Association,

If it causes losses to the company, it shall be liable for compensation.

Article 136 Article 95 of this Charter relates to

The circumstances that prohibit serving as a director also apply to supervisors.

The period specified in Article 95 shall end on the date of the general meeting of shareholders to elect supervisors.

Directors, general managers and other senior managers may not concurrently serve as supervisors.

Article 137 Supervisors shall abide by laws, administrative regulations and these Articles of Association, have a duty of loyalty and diligence to the company, and shall not use their powers to accept bribes or other illegal income, or misappropriate the company's property.

Article 138 The term of office of supervisors shall be three years. When the supervisor's term expires, he or she may be re-elected.

Article 139 If a supervisor fails to be re-elected in time when his term of office expires, or if a supervisor resigns during his term and the number of members of the board of supervisors falls below the quorum, the original supervisor shall still perform his duties as a supervisor in accordance with the provisions of laws, administrative regulations and these Articles of Association until the re-elected supervisor takes office.

Article 140 Supervisors shall ensure that the information disclosed by the company is true, accurate and complete, and sign written confirmation opinions on periodic reports.

Article 141 Supervisors may attend board meetings as non-voting delegates and raise questions or suggestions on matters resolved by the board of directors.

Article 142 Supervisors shall not use their affiliated relationships to harm the interests of the company. If they cause losses to the company, they shall bear liability for compensation.

Article 143 If a supervisor violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association and causes losses to the company when performing his duties, he shall be liable for compensation.

Article 144 The company shall establish a board of supervisors. The board of supervisors consists of three supervisors, including an employee representative supervisor and a chairman of the board of supervisors.

The chairman of the board of supervisors is elected by a majority of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable or fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting of the board of supervisors.

The board of supervisors shall include shareholder representatives and an appropriate proportion of employee representatives, of which the proportion of employee representatives shall not be less than 1/3. The employee representatives on the board of supervisors are democratically elected by the company's employees through employee congresses, workers' conferences or other forms of democracy.

Article 145 The Board of Supervisors shall exercise the following powers:

(1) Should review the company’s regular reports prepared by the board of directors and provide written review opinions;

(2) Check the company’s finances;

(3) Supervise the performance of the company’s duties by directors and senior managers, and make recommendations for removal of directors and senior managers who violate laws, administrative regulations, the Articles of Association or resolutions of shareholders’ meetings;

(4) When the actions of directors and senior managers harm the interests of the company, require directors and senior managers to make corrections;

(5) Propose to convene an extraordinary general meeting of shareholders, and convene and preside over the general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders as stipulated in the Company Law;

(6) Submit proposals to the general meeting of shareholders;

(7) Initiate lawsuits against directors and senior managers in accordance with the provisions of Article 151 of the Company Law;

(8) If any abnormality in the company's operating conditions is discovered, an investigation can be conducted; if necessary, professional institutions such as accounting firms and law firms can be hired to assist in the work, and the costs shall be borne by the company.

Article 146 The Board of Supervisors shall hold at least one meeting every six months. Supervisors may propose to convene an extraordinary supervisory board meeting.

Resolutions of the board of supervisors must be passed by more than half of the supervisors.

Article 147 The Board of Supervisors shall formulate the rules of procedure of the Board of Supervisors and clarify the discussion methods and voting procedures of the Board of Supervisors to ensure the work efficiency and scientific decision-making of the Board of Supervisors, which shall be approved by the shareholders' meeting.

Article 148 The Board of Supervisors shall make minutes of its decisions on matters discussed, and the supervisors and record-keepers present at the meeting shall sign on the minutes.

Supervisors have the right to require some explanatory record of their speeches at the meeting to be recorded in the minutes. The meeting minutes of the supervisory board shall be kept as company files for ten years.

Article 149 The notice of the meeting of the Board of Supervisors shall include the following contents:

(1) Meeting date and location;

(2) Meeting deadline;

(3) Reasons and issues;

(4) Date of issuance of notice.

Article 151 The company shall submit and disclose the annual report to the China Securities Regulatory Commission and the Shanghai Stock Exchange within 4 months from the end of each fiscal year, and shall submit and disclose the annual report to the China Securities Regulatory Commission and the Shanghai Stock Exchange within 2 months from the end of the first half of each fiscal year. The dispatched offices of the China Securities Regulatory Commission and the Shanghai Stock Exchange shall submit interim reports. The above-mentioned annual reports and interim reports shall be disclosed in accordance with the relevant interim reports.

Laws and Administrative Regulations The above-mentioned annual reports and interim reports of the China Securities Regulatory Commission and stock exchanges are prepared in accordance with relevant laws and regulations. It shall be prepared in accordance with the administrative regulations, provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

Article 152: A company must maintain statutory accounting books. Article 154: A company shall not maintain any other accounting books other than statutory accounting books. The company's assets are kept outside the books and no separate accounting books are set up. The company's funds are not stored in accounts opened in the name of any individual. Account storage opened in the name of any individual.

Article 153 When the company distributes after-tax profits for the current year, Article 155 When the company distributes after-tax profits for the current year, it shall withdraw 10% of the profits and include them in the company's statutory common reserve. The cumulative amount of the company's statutory reserve fund is the company's registered capital. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals can be made. More than 50% of the amount can no longer be withdrawn.

If the company's statutory common reserve fund is insufficient to make up for the losses of previous years, and the losses to the statutory common reserve fund are withdrawn in accordance with the provisions of the preceding paragraph, the profits of the current year shall be used to make up the losses before the statutory common reserve fund is withdrawn in accordance with the provisions of the preceding paragraph. Before proceeding, losses should be made up with the profits of the current year.

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

The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund will be distributed to shareholders in proportion to their shares. However, the profits shall be distributed according to the proportion of shares held by shareholders, unless otherwise specified in the Articles of Association. Except for those that are not distributed in proportion to shareholdings as stipulated in the articles of association.

If the shareholders' meeting violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for the losses and withdraws the statutory reserve fund, the shareholders shall return the profits distributed in violation of the regulations to the company; if losses are caused to the company, the shareholders and the responsible company shall be responsible. Directors and senior managers shall bear liability for compensation.

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

Article 158 The company’s reserve fund shall be used to make up for the company’s losses, expand the company’s production and operations, or convert it into

Article 154 The company’s provident fund is used to cover

Increase the company's registered capital.

to make up for the company's losses, expand the company's production and operations, or transform into

The reserve fund makes up for the company's losses, and the discretionary reserve is first used to increase the company's capital. However, the capital reserve shall not be used for

funds and statutory provident funds; if it still cannot be made up, the company's losses can be made up according to the method.

Provide for the use of capital reserve funds.

When the statutory public reserve fund is converted into capital, the remaining

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

The reserve fund deposited shall not be less than 25% of the company's registered capital before the increase.

Article 155 The company’s general meeting of shareholders shall discuss profits

After the distribution plan is resolved, the company's board of directors must

Dividends (or shares) are completed within two months after the general meeting is held

Distribution matters.

Article 156 The company’s profit distribution policy is

Dividends are distributed in the form of cash or shares.

Article 157 The company’s profit distribution policy is as follows: Article 156 The company’s profit distribution policy is as follows: The decision-making procedures and mechanisms are as follows:

(1) Basic principles of profit distribution: (1) Basic principles

The company implements a continuous and stable profit distribution policy. The company implements a positive profit distribution policy, attaches great importance to the company's profit distribution, pays attention to reasonable investment returns for investors, and maintains continuity and stable returns while taking into account the company's sustainable development; Qualitative. The company’s cash dividend policy objective is to comply with this Articles of Association

The company will strictly implement the conditions and requirements for cash dividends stipulated in the company's articles of association when distributing dividends. Dividend policies and cash dividend instruments reviewed and approved by the general meeting of shareholders. When the company has the following circumstances, it does not need to carry out a profit plan. If there is a major change in the external operating environment or its own operating conditions, the profit distribution policy, especially its cash dividend policy, or its cash dividend policy with major uncertainties related to continuing operations in the audit report for the most recent year, shall be based on the protection of shareholders' rights and interests; the asset-liability ratio is higher than 70%; the annual dividend distribution point shall be demonstrated and explained in detail in the shareholder meeting proposal; the original operating net cash flow or the net cash flow shall be negative; the adjusted profit distribution policy shall not violate the China Securities Regulatory Commission. number; the company has not realized profits or accumulated distributable profits for the year in accordance with the relevant regulations of the Supervisory Commission and the stock exchange; the relevant adjusted profits are negative.

Proposals on the profit distribution policy must be reviewed by the Board of Directors and the Board of Supervisors. (2) The form and period of profit distribution shall be submitted to the general meeting of shareholders for approval after being approved by the meeting. The independent directors shall express independent opinions on the proposal using cash, stocks or cash and stocks. Under certain conditions, more than 2/3 of the companies can pass. During the deliberation of the shareholders' meeting, interim profit distribution shall be made.

When the company proactively communicates and exchanges with shareholders, especially small and medium-sized shareholders, through multiple channels, and fully listens to the opinions of small and medium-sized shareholders, the company will, in principle, distribute cash dividends once a year, address the demands of the company's directors and directors, and promptly respond to issues of concern to small and medium-sized shareholders. The board of directors may decide based on the company’s profitability and capital needs.

The company gives priority to the profit distribution method of cash dividends and proposes mid-term cash dividends.

Mode. (3) Conditions and proportions of profit distribution

(2) The company’s specific profit distribution policies are as follows: 1. The specific conditions and proportions of the company’s cash dividends: such as

Form of profit distribution: The company distributes dividends in the form of cash, stock invoices or a combination of cash and stocks. If the company is profitable for the year and the accumulated undistributed profits are conditional, the company can make interim profits and distribute dividends in cash every year. The profits distributed in cash shall not be less than the available funds realized during the year.
Specific conditions and proportions of the company’s cash dividend distribution: 10% of profits distributed. The company has accumulated cash in the past three years

If there are no major investment plans or major cash expenditures, and the distributed profits are not less than the average annual attainable items achieved in the past three years, the company will make profits in the current year and the accumulated undistributed profits will be 30% of the distributed profits.

If it is positive, dividends will be distributed in the form of cash. Each major investment plan or major cash expenditure refers to the following circumstances: the profit distributed in cash in the following years shall not be less than one of the forms realized in that year: (1) 10% of the company's distributable profits planned for external investment in the next twelve months. The company's cumulative expenditures in cash funding, asset purchases and other transactions in the past three years have reached or exceeded the cumulative distribution of profits by the formula, which is not less than 50% of the company's most recent audited net assets achieved in the past three years, and exceeds 30% of the all distributable profits. 50 million yuan; (2) The company plans to invest in

Major investment plans or major cash disbursements refer to the following situations: The accumulated expenditures on external investments, asset purchases and other transactions reach or exceed one of: 50% of the company's latest audited total assets. major investment

(1) The company's planned external investment, investment plans or major cash expenditures in the next twelve months must be approved by the company's board of directors if the cumulative expenditure on asset purchases and other transactions reaches or exceeds the company's maximum and submitted to the shareholders' meeting for review and approval.

50% of the latest audited net assets, and exceeds 5,000 (4) Differentiated dividend policy

Ten thousand yuan; The company’s board of directors should comprehensively consider the characteristics of the industry in which it operates,

(2) The company’s planned external investments in the next twelve months, development stage, own business model, profitability level, and whether the accumulated expenditures on asset purchases and other transactions have reached or exceeded 50% of the most recent audited total assets in the following circumstances: whether the company has the most significant capital expenditure arrangements and other factors. form, and propose differentiated solutions in accordance with the procedures stipulated in the charter

Major investment plans or major cash expenditures must be approved by the company’s cash dividend policy:

The board of directors approves and submits it to the general meeting of shareholders for review and approval. (1) The company’s development stage is in a mature stage and it has no significant capital

The company's board of directors should comprehensively consider the characteristics of the industry, the financial expenditure arrangement, and the cash dividend development stage, its own business model, profitability, and the proportion of cash dividends in this profit distribution should be at least 80%; whether there are major capital expenditure arrangements and other factors, distinguish the following situations (2) The company's development stage is mature and has major qualifications, and in accordance with the procedures stipulated in the articles of association, it proposes differentiated financial expenditure arrangements. When making profit distribution, the cash dividend cash dividend policy: The minimum proportion in this profit distribution should be 40%;

(1) If the company's development stage is in the mature stage and there are no major capital expenditures (3) If the company's development stage is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution should be at least 80%; the proportion of cash dividends in this profit distribution should be at least 20%.

(2) If the company's development stage is in a mature stage and there are major capital expenditures. If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, when profit distribution is made, cash dividends can be dealt with in accordance with the provisions of the preceding paragraph.

The proportion of the profit distribution should be at least 40%; (5) Decision-making process for the profit distribution plan

(3) The company's development stage is in the growth stage and has major capital. 1. The company's profit distribution plan is proposed by the board of directors. If the public fund expenditure is arranged, when profit distribution is carried out, cash dividends shall be distributed. After the company's board of directors reviews and approves the profit distribution plan, the proportion of profit sharing in this profit distribution shall be at least 20%; the distribution plan can be submitted to the shareholders' meeting for review. The board of directors is considering

If the company's development stage is difficult to distinguish but there is a major capital expenditure and profit distribution plan that must be approved by a vote of more than half of all directors, it may be handled in accordance with the provisions of the preceding paragraph. Pass.

(3) Specific conditions for the company to issue stock dividends: 2. The company’s audit committee shall review the policies formulated by the board of directors

The company is in good operating condition, and the board of directors believes that the profit distribution policy will be reviewed and approved by more than half of all members.

When stock dividends are beneficial to the overall interests of all shareholders of the company, 3. When the shareholders' meeting is reviewing the profit distribution plan, it shall be able to propose a dividend distribution plan for more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting, provided that the above conditions for cash dividends are met. passed, and at the same time, the company should vote online, etc.

(4) Review procedures for the company’s profit distribution plan: Provide facilities for small and medium-sized shareholders to participate in shareholders’ meetings and fully listen to

The company’s profit distribution plan is proposed by the board of directors, but the opinions and demands of small and medium-sized shareholders are not subject to it.

The opinions of independent directors and the board of supervisors need to be sought in advance. Independent (6) Decision-making mechanism for profit distribution policy adjustments. Directors should express independent opinions on the profit distribution plan. Supervisors 1. In the event of force majeure such as war, natural disasters, etc., they may provide review opinions on the profit distribution plan. If the profit sharer changes in the company's external operating environment and has a significant impact on the company's production and operation distribution plan, which has been reviewed by more than half of the independent directors and the board of supervisors, or if the company's own operating conditions undergo major changes and are proposed to shareholders after review and approval by the board of directors, the company may conduct a meeting to review the profit distribution policy. The company's board of directors, board of supervisors and general meeting of shareholders are aligned.

The decision-making and demonstration process of the profit distribution policy should be fully 2. When the company adjusts the profit distribution policy, the board of directors should consider the opinions of independent directors, external supervisors and public investors to make a special discussion, demonstrate the reasons for the adjustment in detail, and formulate a written opinion. The report will be submitted to the shareholders’ meeting for review after the interview; the shareholders’ meeting will review

The company will not distribute cash dividends due to special circumstances. When this proposal is made, the specific reasons for not distributing cash dividends and the voting power of more than 2/3 of the board of directors should be approved by the shareholders present at the shareholders' meeting. At the same time, the company should provide investors with an online voting method for the exact use of the company's retained earnings and expected investment income.
The company will re-examine the shareholders' feedback at least once every three years and submit it to the shareholders' general meeting for review, and report the plan on the company's designated media, and fully consider and listen to the shareholders' feedback through multiple channels for disclosure. shareholders (especially small and medium shareholders) and independent directors, and

(5) Implementation of the company’s profit distribution plan: The company’s ongoing dividend distribution policy makes appropriate and necessary decisions

The company's general meeting of shareholders makes resolutions on the necessary modifications to the profit distribution plan to determine the shareholder return plan for that period. After that, the company's board of directors must complete the distribution of dividends (or shares) within 2 months after the shareholders' meeting. 4. The company encourages small and medium-sized investors and institutions to invest. Investors actively participate in the company's decision-making on profit distribution matters. Public

(6) Changes in the company's profit distribution policy: Before the company's shareholders review the specific profit distribution plan, if it encounters force majeure such as war, natural disasters, or other force majeure, or should fully listen to the opinions and demands of small and medium-sized shareholders, promptly respond to changes in the company's external operating environment and respond to issues of concern to small and medium-sized shareholders regarding the company's production and operation.

Article 157: When the company's shareholders meeting makes a resolution on the profit distribution plan, or the company's board of directors adjusts the profit distribution policy according to the annual profit distribution policy, it shall not violate the conditions for mid-term dividends for the next year and the relevant regulations of the stock exchange reviewed and approved by the China Securities Regulatory Commission at the annual shareholders' meeting. After the specific plan for the upper limit is formulated, the company must complete the adjustment of profit distribution policy within 2 months and the distribution of profits (or shares) should be made by the board of directors.

Special topic discussion, detailed demonstration of the reasons for adjustments, and a written argument

The certification report shall be submitted to the general meeting of shareholders after review by the independent directors.

Don't pass the resolution. When reviewing changes in profit distribution policy,

The company provides shareholders with online voting methods.

Article 159 The company shall implement an internal audit system and clarify the leadership structure, responsibilities and powers of the internal audit work.

Article 159 The company’s internal audit system and

Limits, staffing, funding guarantees, application of audit results and auditors' responsibilities shall be implemented after approval by the board of directors.

Accountability, etc.

The person in charge of the audit is responsible and reports to the board of directors.

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

Article 158 The company shall establish an internal audit department. Article 160 The company's internal audit department shall allocate full-time personnel to engage in internal audit work. Carry out internal audit supervision over the company's business activities, risk management, internal control, financial revenue and expenditure and economic activities. Supervise and inspect matters such as information.

Article 161 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 162 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 163 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 164 The Audit Committee shall participate in the assessment of the person in charge of internal audit.

Article 161 The company's employment of accounting firms Article 166 The company's employment and dismissal of accounting firms must be decided by the shareholders' meeting. The board of directors shall not be in the shareholders' law firm, and the decision shall be made by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders. The East Council appoints an accounting firm before making a decision.

Article 163 Audit by an accounting firm Article 168 The audit fees of an accounting firm shall be determined by the shareholders' meeting. Fees are determined by the shareholders' meeting.

Article 164 The company dismisses or does not renew the position

Article 169 When the company dismisses or no longer re-appoints the accounting firm, it must notify the meeting 30 days in advance.

When hiring an accounting firm, notify the accounting firm 30 days in advance, and the company’s shareholders meeting will dismiss the accounting firm.

When the company's shareholders' meeting votes on the dismissal of the accounting firm, the accounting firm is allowed to state its opinion.

When voting, the accounting firm is allowed to state its opinions. See.

If the accounting firm proposes to resign, it shall submit it to the shareholder. If the accounting firm proposes to resign, it shall submit to the shareholder.

It will explain whether there is any inappropriate situation in the company.

The meeting will explain whether there is any inappropriate behavior in the company.

Article 167 The Company shall convene a general meeting of shareholders. Article 172 The Company shall notify the general meeting of shareholders by means of announcement, fax, email, etc. Notification of the proposal shall be made by public announcement.

Article 168 The company convenes a meeting of the board of directors

Notice of meeting shall be sent by telephone, email, fax or in person. Article 173 The company shall hold a meeting of the board of directors. However, notices of board meetings held for urgent reasons shall be given by phone, email or by hand. Extraordinary meetings, except as otherwise provided in these Articles of Association.

Article 169 The company convenes a meeting of the board of supervisors

Notice of proposal shall be sent by phone, email, fax or in person.

proceed in formula.

Article 170 The company’s notice shall be sent by a dedicated person

If the company notice is sent by a person, the person to be served shall sign (or stamp) the delivery receipt. Article 174 The date of delivery shall be the date on which the company notice is sent by a person and the person to be delivered signs for it; if the company notice is to be , the person to be served shall sign the delivery receipt (or stamp it on the delivery receipt if it is sent by way of announcement, the date of the first announcement shall be the delivery seal), and the date of receipt by the person to be delivered shall be the date of delivery; company date; if the company notice is sent by email, it shall be electronically If the notice is sent by mail, the date of delivery shall be the first working day of the third mail arriving at any information system of the recipient from the date of delivery to the post office; if the company notice is sent by announcement, the date of delivery shall be the date of delivery; if the company notice is sent by fax, the date of the first announcement shall be the date of delivery; if the company notice printed by the company's fax machine indicating that the fax was successfully transmitted is sent by email, the date of the actual report of the arrival of the email shall be the date of delivery; if the company notice is sent by mail, the date of delivery shall be If the first time of any information system of the recipient is the delivery date, the fifth working day from the date of delivery to the post office shall be the delivery period.

date.

Article 178 If the price paid for the merger of a company does not exceed 10% of the company's net assets, it may not require a resolution of the shareholders' meeting, but must be resolved by the board of directors.

Article 179 When a company merges, the merger shall be

Article 174 When a company merges, the merger shall be

All parties sign a merger agreement and prepare a balance sheet and all parties sign a merger agreement and prepare a balance sheet and

Property List. The company shall prepare a property list from the date of making the merger resolution. The company shall start from the date of making the merger resolution

Notify creditors within 10 days, and notify creditors within 30 days according to the company's instructions, and notify creditors within 30 days according to the company's instructions.

Announcements should be made in newspapers and periodicals designated for information disclosure or in newspapers and periodicals designated for information disclosure of national enterprise credit information. Creditors receive notification

Public announcement system.

Within thirty days from the date of notification, if the public notice has not been received,

Creditors may require the company to repay debts within 30 days from the date of receipt of the notice and within 45 days from the date of failure to notify the company.

Those who receive the notice can proceed or provide corresponding guarantees within 45 days from the date of announcement.

Ask the company to pay off its debts or provide corresponding guarantees.

Article 176 If a company is divided, its property shall be divided accordingly. Article 181 If a company is divided, its property shall be divided accordingly. Corresponding segmentation.

When a company is divided, a balance sheet and property list must be prepared. When a company is divided, a balance sheet and property list must be prepared. The company shall prepare a list within ten days from the date of making the resolution to separate. The company shall notify creditors within 10 days from the date of making the separation resolution, notify creditors within 30 days designated by the company, and make an announcement in an information disclosure newspaper designated by the company within 30 days. Information disclosure newspapers or national enterprise credit information publicity system announcements.

Article 183 The company reduces its registered capital,

Article 178 If the company needs to reduce its registered capital, it will prepare a balance sheet and property list.

At this time, a balance sheet and property inventory must be prepared. A company that makes a resolution to reduce its registered capital at the shareholders' meeting shall notify its creditors within 10 days from the date of making the resolution to reduce its registered capital, and shall notify its creditors within 30 days from the date of publication, and shall make an announcement within 30 days in an information disclosure newspaper designated by the company or in an information disclosure newspaper designated by the national enterprise credit. Creditors will receive the announcement from the information disclosure system. Creditors have the right to require the company to pay off debts or provide related debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, 30 days from the date of the announcement if the creditor has not received the notice, and 45 days from the date of announcement if the creditor has not received the notice. due guarantee.

The registered capital after the company's capital reduction will not be lower than the statutory amount. The company's registered capital reduction shall be based on the minimum limit held by shareholders. The proportion of shares shall be reduced accordingly by the amount of capital contribution or shares, unless otherwise provided by law or these Articles of Association.

Article 184 If the company still has losses after making up for losses in accordance with the provisions of paragraph 2 of Article 158 of this Article, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.

If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of Paragraph 2 of Article 183 of this Article shall not apply, but an announcement shall be made in the company's designated information disclosure newspaper or the national enterprise credit information disclosure system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.

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

Article 185 If the registered capital is reduced in violation of the Company Law and other relevant provisions, the shareholders shall return the funds received, and those who reduce or reduce the capital contribution shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.

Article 186 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 180 The company is dissolved for the following reasons: Article 188 The company is dissolved for the following reasons

(1) The business period stipulated in this Articles of Association expires or is dissolved:

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

(2) The general meeting of shareholders resolves to dissolve; other reasons for dissolution specified in these articles of association arise;

(3) The company needs to be dissolved due to merger or division; (2) The shareholders’ meeting resolves to dissolve;

(4) The business license is revoked and ordered to close down in accordance with the law. (3) The company needs to be dissolved due to merger or division; or is revoked. (4) The business license is revoked and ordered to close down in accordance with the law.

(5) The company encounters serious difficulties in its operation and management, continues or is cancelled;

(5) If serious difficulties arise in the operation and management of the company and cannot be solved by other means, all shareholders holding more than 10% of the voting rights of the company may request the people's court to dissolve the company. shareholders 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 189 The company has Article 100 of this Articles of Association

Article 181 The company has this Article 100

In the circumstances of Item (1) and (2) of Article 88, and in the case of Item (1) of Article 80, it may be amended by amending this document.

If the property has not been distributed to shareholders, it can continue to exist by amending the articles of association of this chapter.

It may continue to exist by resolution of the shareholders' meeting.

Modification of this Articles of Association in accordance with the provisions of the preceding paragraph must be approved by the shareholders present

In accordance with the provisions of the preceding paragraph, more than 2/3 of the voting rights held by the shareholders who amend the Articles of Association or the shareholders' meeting shall be approved by the shareholders' meeting.

A resolution must be approved by the shareholders present at the shareholders' meeting.

Passed by more than 2/3 of the voting rights.

Article 190 The company shall

Article 182 If the company is dissolved due to the provisions of Article 18 (1) and (2) and Article (4) and 80 (1), (2), (4) and (5) of this Article of Association, it shall be liquidated. If the company is disbanded under the provisions of Item 1 and Item 5, the board of directors shall be the liquidation obligor of the company and shall establish a liquidation group within 15 days from the date of occurrence of the reasons for dissolution. liquidation. The liquidation team shall be composed of directors or persons determined by the shareholders' meeting. The liquidation team shall be composed of directors or persons determined by the shareholders' meeting. If a liquidation group is not set up to carry out liquidation within the time limit, the debt will be liquidated.

The obligee may apply to the people's court to designate relevant personnel to form a liquidation. If the liquidation obligor fails to perform the liquidation obligations in a timely manner, the liquidation shall be submitted to the public accounting team for liquidation. If a company or creditor causes losses, it shall be liable for compensation.

Article 184 The liquidation group shall notify creditors within 10 days from the date of its establishment. Article 192 The liquidation group shall notify creditors within 10 days from the date of establishment, and shall notify creditors within 60 days from the public date, and shall make an announcement in the company's designated information disclosure newspaper within 60 days. The creditor shall make an announcement in the information disclosure newspapers and periodicals designated by the company or the National Enterprise Credit Information Disclosure System within thirty days from the date of receipt of the notice. Creditors shall report their claims within 45 days from the date of announcement if they receive the notice, and within 30 days from the date of application to the liquidation committee. If they have not received the notice, they shall report their claims from the date of announcement. Within 45 days from the date of filing, declare its claims to the liquidation team.

When declaring a creditor's right, a creditor shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall review the claims and provide supporting materials. The liquidation team shall register the claims. Register.

During the period of declaring claims, the liquidation team shall not make repayments to creditors. Make repayments.

Article 185: The liquidation team is cleaning up the company's property. Article 193: After cleaning up the company's property 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. recognize. The company's property is used to pay liquidation expenses and employee expenses respectively.

The company's property is the remaining property after paying the liquidation costs, employees' wages, social insurance fees and statutory compensations, paying the employees' wages, social insurance fees and statutory compensations, paying the taxes owed, and paying off the company's debts.

Distributed 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 activities related to liquidation.

During the liquidation period, the company continues to exist, but it cannot carry out business activities unrelated to the liquidation.

count as unrelated business activities. The company's property will not be distributed to shareholders until it is paid off in accordance with the provisions of the preceding paragraph. will be distributed to shareholders.

Article 194 The liquidation team is cleaning up the company’s financial

Article 186 The liquidation team is cleaning up the company’s financial

After preparing the balance sheet and property list, the public property was discovered. After the balance sheet and property list were prepared, the public property was discovered.

If the property of the company is insufficient to repay the debts, it shall submit it to the People's Law Department in accordance with the law.

The court filed for bankruptcy liquidation.

The court applied for declaration of bankruptcy.

After the people's court accepts the bankruptcy application, the liquidation team shall liquidate the company after the company is declared bankrupt by the people's court.

The bankruptcy management team established by the People's Court shall transfer the liquidation affairs to the People's Court.

people.

Article 187 After the liquidation of the company is completed, the liquidation team shall prepare a liquidation report and submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority, apply for deregistration, and announce the company's termination. Company registration.

Article 188 Members of the liquidation team shall be loyal to Article 196 Members of the liquidation team shall perform their liquidation duties and perform their liquidation obligations in accordance with the law. Responsibilities, obligations of loyalty and diligence.

Members of the liquidation team shall not take advantage of their authority to accept bribes, or members of the liquidation team shall be lazy in performing their liquidation duties, provide other illegal income to the company, and shall not misappropriate company property. The liquidation team shall be liable for compensation if it causes losses; if it causes losses to the company or creditors intentionally or due to gross negligence of its members, it shall be liable for compensation. Liability.

Article 190 If any of the following circumstances occurs, the company shall amend its articles of association: Article 198 If any of the following circumstances occurs, the company shall amend its articles of association: The company shall amend its articles of association:

(1) The "Company Law" or relevant laws and administrative regulations (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 it is inconsistent with the matters recorded in the articles of association;

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

Article 191 Resolutions passed by the shareholders' meeting Article 199 If the amendments to the articles of association passed by the resolutions of the shareholders' meeting shall be subject to the review and approval of the competent authority, they shall be reported to the competent authorities for approval; if they involve company registration matters, they shall be subject to approval by the competent authority in accordance with the law; if they involve company registration matters, the change registration shall be handled in accordance with the law. Change registration.

Article 192 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. Procedure.

Article 194 Interpretation Article 202 Interpretation:

(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; shareholders who hold more than 50% of the company's total capital stock; although the proportion of shares held is less than 50%, the voting rights of the shares held by them are sufficient to have a significant impact on the resolutions of the shareholders' meeting. Shareholders whose voting rights are sufficient to have a significant influence on the resolutions of the shareholders' meeting. shareholders.

(2) Actual controller refers to a person who can actually control the company's behavior through investment relationships, shareholders, but through investment relationships, agreements or other arrangements, agreements or other arrangements. natural person, legal person or other organization.

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

Article 196 The attachments to this Articles of Association include shareholders’

Article 207 The attachments to this Articles of Association include the rules of procedure for the general meeting of shareholders, the rules of procedure for the board of directors, and the meeting of supervisors.

Rules of Procedure and Rules of Procedure of the Board of Directors.

Rules of business, etc.

Article 198 The terms "above" and "below" mentioned in this Articles of Association include the original number; "over", "beyond", "low", "less than", "beyond", "less than", "more than", "more than", "more than", "exceeding" and "less than" do not include the original number. Original number.

Article 200 This Article of Association and its attachments shall take effect from the date when they are reviewed and approved by the shareholders' meeting. Article 208 This Article of Association and its attachments shall take effect from the date when they are reviewed and approved by the shareholders. They shall also be reported to the Nanjing City Council for review and approval in a timely manner. They shall also be reported to the Nanjing Market Supervision and Administration Bureau for filing in a timely manner. Filing with the Market Supervision Administration.

Except for the amendments to the above provisions, other provisions of the Articles of Association remain unchanged. For details, please see the company’s disclosure in Shanghai on the same day

"Jidan Biotechnology: Articles of Association (Revised Draft)" on the stock exchange website (www.sse.com.cn).

3. Description of other matters

The company's cancellation of the supervisory board and revision of the "Articles of Association" still need to be submitted to the company's shareholders' meeting for review and approval.

It will be officially implemented after that. The company's board of directors proposes to the shareholders' meeting to authorize the company's board of directors to handle market supervision and management

Regarding departmental change registration and filing and other related matters, the above changes are ultimately subject to registration with the market supervision and management department.

Announcement is hereby made.

Board of Directors of Jidan Biotechnology Co., Ltd.

August 29, 2025