Articles of Association of PLC Bioengineering Co., Ltd.
Articles of Association Articles of Association of Pleco Bioengineering Co., Ltd.
October 2025
Articles of Association
Directory
Chapter 1 General Provisions································································································ 3
Chapter 2 Business Purpose and Scope··················································································4
Chapter 3 Shares································································································ 5
Section 1 Issuance of Shares·······················································································5
Section 2 Increase, decrease and repurchase of shares···············································································7
Section 3 Share Transfer······················································································8
第四章 股东和股东会·······················································································9
Section 1 General Provisions for Shareholders················································································9
Section 2 Controlling Shareholders and Actual Controllers··································································11
Section 3 General Provisions of Shareholders’ Meetings············································································13
Section 4 Convening of Shareholders’ Meeting·················································································15
Section 5 Proposals and Notices of Shareholders’ Meetings········································································17
Section 6 Convening of the Shareholders’ Meeting·················································································18
Section 7 Voting and Resolutions of the Shareholders Meeting········································································21
Chapter 5 Directors and the Board of Directors·······················································································24
Section 1 General Provisions for Directors···············································································24
Section 2 Board of Directors······························································································27
Section 3 Independent Directors························································································31
Section 4 Special Committees of the Board of Directors··············································································34
Chapter Six Senior Management···········································································································································35
第七章 财务会计制度、利润分配和审计····························································· 37
Section 1 Financial Accounting System··················································································37
Section 2 Internal Audit····················································································41
Section 3 Appointment of Accounting Firm······································································42
Chapter 8 Notices and Announcements·····························································································42
Section 1 Notice······························································································42
Section 2 Announcement·······························································································43
Chapter 9 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation····················································43
Section 1 Merger, spin-off, capital increase and capital reduction································································43
Section 2 Dissolution and Liquidation···················································································45
Chapter 10 Modification of the Articles of Association·····························································································47
Chapter 11 Supplementary Provisions·····························································································47
Articles of Association PLC Bioengineering Co., Ltd.
Articles of Association
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of PLC Bioengineering Co., Ltd. (hereinafter referred to as the "Company"), shareholders, employees and creditors, and regulate the company's organization and behavior, this Articles of Association is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and other relevant laws and regulations, and in light of the actual situation of the company.
Article 2 The company is a joint-stock limited company established in accordance with the Company Law, Securities Law and other relevant regulations. The company was established as a whole by Luoyang Pleco Bioengineering Co., Ltd., registered with the Luoyang Municipal Administration for Market Regulation, obtained a business license, and unified social credit code 9141030074070138X6.
Article 3 The company was approved by the China Securities Regulatory Commission on April 23, 2015, to issue 40 million RMB ordinary shares to the public for the first time, and was listed on the Shanghai Stock Exchange on May 18, 2015.
Article 4 Company registered name: Pleco Bioengineering Co., Ltd.
Company English name: PULIKE BIOLOGICAL ENGINEERING, INC.
Article 5 Company address: Lingbo Road, High-tech Development Zone, Luoyang Area, China (Henan) Pilot Free Trade Zone. Postal code: 471003.
Article 6 The registered capital of the company is RMB 346,062,273.
Article 7 The company shall be a joint stock limited company with permanent existence.
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. 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.
Articles of Association The restrictions on the powers of the legal representative of the company or the shareholders' meeting shall not antagonize bona fide counterparties.
If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or these Articles of Association.
Article 10 Shareholders shall bear liability for the company to the extent of the shares they subscribe for, and the company shall bear liability for the company's debts with all of its property.
Article 11 The Articles of Association of the Company shall become a legally binding document that regulates the organization and behavior of the Company, the rights and obligations between the Company and its shareholders, and between shareholders from the date of its effective date, and shall be legally binding on the Company, shareholders, directors and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.
Article 12 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's general manager, deputy general manager, financial director, and board secretary.
Article 13 The company shall establish Communist Party organizations and carry out Party activities in accordance with the provisions of the Constitution of the Communist Party of China. The company provides necessary conditions for the activities of party organizations.
Chapter 2 Business Purpose and Scope
Article 14 The company’s business purpose: Focusing on research and development, production, and operation of veterinary biological products and drugs, it is committed to providing reliable technical and product support for the sustainable and healthy development of the animal husbandry industry and the safety of animal-derived food. It adheres to the core concept of “decent and stable operation, innovation achieves the future”, strives to create value and contribute value in the field of animal health, and while better serving the animal husbandry industry, develop enterprises and repay society.
Article 15 After registration in accordance with the law, the company's business scope: the production, sales and operation of veterinary vaccines, yolk antibodies, veterinary chemicals, traditional Chinese medicines, disinfectants, and veterinary drugs (the specific scope and validity period are subject to the license issued by the relevant department); veterinary drug product research and development and technology transfer, related technical consulting and services; technology and goods import and export business (except where prohibited by national laws and regulations).
According to the needs of business development and with the approval of relevant government agencies (if necessary), the company can adjust its investment direction and business scope in a timely manner.
Articles of Association
Chapter 3 Shares
Section 1 Share Issuance
Article 16 The company's shares shall be in the form of stocks.
Article 17 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same category shall have equal rights.
For shares of the same type issued at the same time, the issuance conditions and price of each share are the same; for the shares subscribed by the subscribers, the same price is paid for each share.
Article 18 The face value of the par value shares issued by the company shall be expressed in RMB. The par value per share is RMB 1.
The shares issued by the company are centrally deposited at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
Article 19 The founders of the company are 38 natural persons including Zhang Xuke and Sun Jinzhong. When Luoyang Pleco Bioengineering Co., Ltd. was reorganized and established as a company in March 2011, the promoters contributed the net assets of Luoyang Pleco Bioengineering Co., Ltd. as of December 31, 2010, equivalent to 120 million shares. The shares subscribed by each promoter are as follows:
Name of shareholder Investment method Subscription amount (shares) Investment ratio Time of investment Zhang Xuke Net assets 53,569,436 44.64120% Sun Jinzhong on March 10, 2011 Net assets 25,371,474 21.14290% Li Genlong Net assets on March 10, 2011 6,072,878 5.06073% Yang Yunpeng Net assets on March 10, 2011 4,890,400 4.07533% Cui Maoting Net assets on March 10, 2011 3,562,274 2.96856% Hu Wei Net assets on March 10, 2011 2,791,110 2.32593% Han Suiyou’s net assets on March 10, 2011 2,776,434 2.31370% Wang Shuanwei’s net assets on March 10, 2011 2,616,836 2.18070% Liu Jinpu’s net assets on March 10, 2011 2,067,190 1.72266% Song Yongjun’s net assets on March 10, 2011 1,983,014 1.65251% Zhang Zhen’s net assets on March 10, 2011 1,901,062 1.58422% Liu Xingjin’s net assets on March 10, 2011 1,826,436 1.52203% Zhou Youheng’s net assets on March 10, 2011 1,714,680 1.42890% Zhang Zhiwei’s net assets on March 10, 2011 1,494,000 1.24500% Zhao Zhiling’s net assets on March 10, 2011 1,011,436 0.84286% March 10, 2011
Articles of Association Wang Zhuyi Net assets 1,000,000 0.83333% Zhou Lipeng Net assets on March 10, 2011 722,386 0.60199% Pei Lianfeng Net assets on March 10, 2011 688,000 0.57333% Li Xiaofeng Net assets on March 10, 2011 597,600 0.49800% Li Quanzhong Net assets on March 10, 2011 515,034 0.42920% Ma Suiying Net assets on March 10, 2011 500,000 0.41667% Qiao Rongcen Net assets on March 10, 2011 500,000 0.41667% Ma Yan Net assets on March 10, 2011 320,000 0.26667% Pei Shouwen Net assets on March 10, 2011 300,000 0.25000% Bai Chaoyong Net assets on March 10, 2011 160,000 0.13333% Zhang Lichang’s net worth on March 10, 2011 160,000 0.13333% Liu Shouchuan’s net worth on March 10, 2011 100,000 0.08333% Kang Hui’s net worth on March 10, 2011 100,000 0.08333% Zhang Zhanjun’s net worth on March 10, 2011 100,000 0.08333% Jiao Li’s net assets on March 10, 2011 100,000 0.08333% Zhang Xiaohui’s net assets on March 10, 2011 80,000 0.06667% Wang Xiaoli’s net assets on March 10, 2011 68,320 0.05693% Rong Jungong Net assets on March 10, 2011 60,000 0.05000% Li Zifeng’s net assets on March 10, 2011 60,000 0.05000% Yao Xutao’s net assets on March 10, 2011 60,000 0.05000% Cai Xiaokui’s net assets on March 10, 2011 60,000 0.05000% Xu Jianmin Net assets on March 10, 2011 60,000 0.05000% Min Yajie Net assets on March 10, 2011 40,000 0.03333% Total on March 10, 2011 / 120,000,000 100.00000% /
Article 20 The company has issued 346,062,273 shares, all of which are RMB ordinary shares.
Article 21 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., unless the company implements an employee stock ownership plan. For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than 2/3 of all directors.
Articles of Association
Section 2 Increase, decrease and repurchase of shares
Article 22 Based on the needs of operation and development, in accordance with the provisions of laws and regulations, and upon resolution of the shareholders' meeting, the company may increase capital in the following ways:
(1) Issuance of shares to unspecified objects;
(2) Issuance of shares to specific objects;
(3) Distribute bonus shares to existing shareholders;
(4) Convert public reserve funds into share capital;
(5) Other methods prescribed by laws, administrative regulations and the China Securities Regulatory Commission.
Article 23 A company may reduce its registered capital. When a company reduces its registered capital, it shall do so in accordance with the Company Law and other relevant regulations and the procedures stipulated in these Articles of Association.
Article 24 A company may not acquire its own shares. However, except for one of the following circumstances:
(1) Reduce the company’s registered capital;
(2) Merge with other companies that hold shares of the company;
(3) Use shares for employee stock ownership plans or equity incentives;
(4) A shareholder requests the company to acquire his or her shares because he or she dissents from the company's merger or division resolution made by the shareholders' meeting;
(5) Use the shares to convert corporate bonds issued by the company that can be converted into stocks;
(6) Necessary for the company to maintain the company's value and shareholders' rights and interests.
Article 25 A company may acquire its own shares through public centralized transactions or other methods approved by laws, administrative regulations and the China Securities Regulatory Commission.
If the company acquires the company's shares due to the circumstances stipulated in Article 24 (3), (5) and (6) of the Articles of Association, it shall conduct it through public centralized transactions.
Article 26 If the company acquires the company's shares due to the circumstances stipulated in Items (1) and (2) of Article 24 of this Article, it shall be resolved by the shareholders' meeting; if the company acquires the Company's shares due to the circumstances stipulated in Items (3), (5) and (6) of Article 24 of this Article, it shall be resolved by a board meeting attended by more than 2/3 of the directors.
After the company acquires the company's shares in accordance with the provisions of Article 24 of the Articles of Association, if it falls into the situation mentioned in item (1),
The company's articles of association shall be canceled within 10 days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within 6 months; if it falls under the circumstances of items (3), (5), and (6), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within 3 years.
Section 3 Share Transfer
Article 27 The company's shares shall be transferred in accordance with the law.
Article 28 The company does not accept its own shares as the subject of pledge.
Article 29 The shares issued before the company's public issuance of shares shall not be transferred within one year from the date the company's shares are listed and traded on the stock exchange.
Directors and senior managers of a company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during the term of office determined at the time of taking office shall not exceed 25% of the total number of shares of the same category held by them in the company; the shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.
Article 30 If a company's directors, senior managers, or shareholders holding more than 5% of the company's shares sell the company's stocks or other equity securities they hold within 6 months after buying them, or buy them again within 6 months after selling, the proceeds will belong to the company, and the company's board of directors will take back the proceeds. However, securities companies holding more than 5% of the shares due to the purchase of remaining stocks after the package sale are excluded, as well as other circumstances stipulated by the China Securities Regulatory Commission.
The stocks or other securities with an equity nature held by directors, senior managers, and natural person shareholders as mentioned in the preceding paragraph include stocks or other securities with an equity nature held by their spouses, parents, and children and those held using the accounts of others.
If the company's board of directors fails to implement the provisions of paragraph 1, the shareholders have the right to request the board of directors to implement it within 30 days. If the company's board of directors fails to implement the decision within the above time limit, shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company.
If the company's board of directors fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liability in accordance with the law.
Articles of Association
Chapter 4 Shareholders and Shareholders’ Meeting
Section 1 General Provisions for Shareholders
Article 31 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency. The shareholder list is sufficient evidence to prove that shareholders hold the company's shares. Shareholders enjoy rights and assume obligations according to the class of shares they hold; shareholders holding the same class of shares enjoy the same rights and assume the same obligations.
Article 32 When a company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other actions that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. Shareholders registered after the market close on the equity registration date shall be shareholders who enjoy relevant rights and interests.
Article 33 Shareholders of the company enjoy the following rights:
(1) Receive dividends and other forms of benefit distribution based on the share of shares held;
(2) Request to convene, convene, host, participate in, or appoint shareholders’ agents to participate in shareholders’ meetings in accordance with the law, and exercise corresponding voting rights;
(3) Supervise the company’s operations and make suggestions or inquiries;
(4) Transfer, donate or pledge the shares it holds in accordance with the provisions of laws, administrative regulations and these Articles of Association;
(5) Check and copy the company's articles of association, shareholder list, shareholders' meeting minutes, board meeting resolutions, and financial accounting reports. Shareholders who meet the regulations may check the company's accounting books and accounting vouchers;
(6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to the share of shares it holds;
(7) Shareholders who object to the company merger or division resolution made by the shareholders' meeting require the company to acquire their shares;
(8) Other rights stipulated in laws, administrative regulations, departmental rules or this Charter.
Article 34 Shareholders who request to review or copy company-related materials must comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations. Shareholders should provide the company with written documents proving the type and number of shares they hold in the company, and the company will provide it upon the shareholder's request after verifying the shareholder's identity.
Shareholders who individually or collectively hold more than 3% of the company's shares for more than 180 consecutive days request to inspect the company's
If the company's articles of association, accounting books and accounting vouchers are required, in addition to submitting materials in accordance with the provisions of the preceding paragraph, a written request must be made to the company to explain the purpose. If the company has reasonable grounds to believe that a shareholder's inspection of accounting books and accounting vouchers has improper purposes and may harm the company's legitimate interests, it may refuse to provide inspection and shall reply to the shareholder in writing and explain the reasons within 15 days from the date of the shareholder's written request.
Article 35 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and administrative regulations, shareholders have the right to request the People’s Court to invalidate them.
If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions.
If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties should 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 36 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:
(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;
(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;
(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;
(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.
Article 37 If a director or senior manager other than a member of the audit committee violates the provisions of laws, administrative regulations or these articles of association when performing the company's duties and causes losses to the company, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the audit committee in writing to file a lawsuit with the People's Court; members of the audit committee violate laws, administrative regulations or the provisions of the articles of association when performing the company's duties.
If the company's articles of association cause losses to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the People's Court.
If the audit committee or the board of directors refuses to file a lawsuit after receiving the written request from the shareholder specified in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests, the shareholder specified in the preceding paragraph has the right to file a lawsuit directly with the People's Court in its own name for the benefit of the company.
If others infringe upon the company's legitimate rights and interests and cause losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit with the People's Court in accordance with the provisions of the previous two paragraphs.
If the directors, supervisors or senior managers of a wholly-owned subsidiary 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 subsidiary 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 (supervisor) or the board of directors (executive director) of the wholly-owned subsidiary to file a lawsuit with the People's Court or directly file a lawsuit with the People's Court in their own name in accordance with the first three paragraphs of Article 189 of the Company Law.
Article 38 If directors or senior managers violate laws, administrative regulations or the provisions of these Articles of Association and harm the interests of shareholders, shareholders may file a lawsuit in the People's Court.
Article 39 The shareholders of the company shall bear the following obligations:
(1) Comply with laws, administrative regulations and this charter;
(2) Pay the share price according to the shares subscribed and the method of subscription;
(3) Except under circumstances stipulated by laws and regulations, its share capital shall not be withdrawn;
(4) Shall not abuse the rights of shareholders to harm the interests of the company or other shareholders; must not abuse the independent status of a company as a legal person and the limited liability of shareholders to harm the interests of the company’s creditors;
(5) Other obligations stipulated in laws, administrative regulations and this Articles of Association.
Article 40 If a company shareholder abuses his shareholder rights and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with the law. If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.
Section 2 Controlling Shareholders and Actual Controllers
Article 41 The company’s controlling shareholders and actual controllers shall comply with laws, administrative regulations, and
The company's articles of association exercise rights and perform obligations in accordance with the provisions of the China Securities Regulatory Commission and the stock exchange to safeguard the interests of listed companies.
Article 42 The company’s controlling shareholders and actual controllers shall abide by 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 stock exchanges and these Articles of Association.
If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles 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 43 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.
Article 44 When controlling shareholders and actual controllers transfer the shares of the company they hold, they must comply with the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges, and the commitments they have made to restrict share transfers.
Articles of Association
Section 3 General Provisions of Shareholders’ Meetings
Article 45 The company’s shareholders’ meeting shall be composed of all shareholders. The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:
(1) Elect and replace directors, and decide on remuneration matters for directors;
(2) Review and approve the report of the board of directors;
(3) Review and approve the company’s profit distribution plan and loss compensation plan;
(4) Make a resolution to increase or decrease the company’s registered capital;
(5) Make a resolution on the issuance of corporate bonds;
(6) Make resolutions on the merger, division, dissolution, liquidation or change of company form;
(7) Modify this Articles of Association;
(8) Make a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;
(9) Review and approve the guarantee matters stipulated in Article 46 of these Articles of Association;
(10) To review and approve the company's single purchase or sale of assets whose value exceeds 20% of the company's most recent audited net assets, or the purchase or sale of major assets in one accounting year that exceeds 30% of the company's most recent audited total assets; if the above-mentioned assets have both book value and appraisal value, whichever is higher; the above-mentioned assets do not include transactions related to daily operations (including the purchase of raw materials, fuel, power, sales of products, commodities, provision or acceptance of services, entrustment or entrustment of sales, the same below);
(11) Review related transactions with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets (including the cumulative amount with the same related person within 12 consecutive months);
(12) Consider matters where the company’s single external investment exceeds 10% of the company’s latest audited net assets, or the cumulative investment amount in a fiscal year exceeds 20% of the company’s latest audited net assets;
(13) Review and approve individual asset mortgage matters with an amount exceeding 10% or more of the company’s latest audited net assets;
(14) If the company’s other transactions other than items (9) to (13) above meet one of the following standards, they will be reviewed by the shareholders’ meeting (if the regulatory authorities have special regulations, those regulations shall prevail):
Transactions involving total assets or transaction amounts accounting for more than 10% of the company's latest audited net assets. The above transactions do not include transactions related to daily operations. If there are both book value and appraisal value, whichever is higher;
(15) Review and approve changes in the use of raised funds;
Articles of Association
(16) Review equity incentive plans and employee stock ownership plans;
(17) Review other matters that should be decided by the shareholders’ meeting as stipulated in laws, administrative regulations, departmental rules or these Articles of Association.
The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds.
Article 46 The following external guarantees provided by the company must be reviewed and approved by the shareholders’ meeting:
(1) Any guarantee provided after the total amount of external guarantees provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(2) Any guarantee provided after the total amount of external guarantees provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(3) A guarantee that exceeds 30% of the company’s latest audited total assets based on the cumulative calculation principle of the guarantee amount within 12 consecutive months;
(4) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(5) A single guarantee amount exceeds 10% of the company’s latest audited net assets;
(6) Guarantees provided to shareholders, actual controllers and their related parties.
When the company's shareholders' meeting considers the guarantee in Item (3) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by shareholders present at the meeting.
If the company provides guarantees to related parties, in addition to the deliberation and approval of a majority of all non-related directors, it must also be reviewed and approved by more than two-thirds of the non-related directors attending the board meeting and a resolution must be made, and submitted to the shareholders' meeting for review. If the company provides guarantees for the controlling shareholder, actual controller and their related persons, the controlling shareholder, actual controller and their related persons shall provide counter-guarantee.
If the company causes the guaranteed party to become a related party of the company due to a transaction or related transaction, when implementing the transaction or related transaction, it shall perform corresponding review procedures and information disclosure obligations with respect to the existing related guarantee. If the board of directors or shareholders' meeting fails to review and approve the related guarantee matters specified in the preceding paragraph, the parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 47 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year.
Article 48 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:
Articles of Association
(1) When the number of directors is less than 2/3 of the number stipulated in the Company Law or the number stipulated in these Articles of Association;
(2) When the company’s uncompensated losses reach 1/3 of the total paid-in share capital;
(3) When requested by shareholders individually or collectively holding more than 10% of the company’s shares;
(4) When the board of directors deems it necessary;
(5) When the audit committee proposes to convene;
(6) Other situations stipulated in laws, administrative regulations, departmental rules or this Article.
Article 49 The place where the company holds a shareholders' meeting is the company's domicile or the place specified in the notice of the shareholders' meeting. The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. The company may also provide online voting or other methods to facilitate shareholders. In addition to setting up a meeting venue and holding it in person, the shareholders' meeting can also be held using electronic communication methods.
Article 50 When convening a shareholders’ meeting, the company will hire a lawyer to issue legal opinions on the following issues and make an announcement:
(1) Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, and these Articles of Association;
(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid;
(4) Legal opinions on other relevant issues at the request of the company.
Section 4: Convening of Shareholders’ Meeting
Article 51 The board of directors shall convene the shareholders' meeting on time within the prescribed time limit. With the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent director's proposal to convene an extraordinary shareholders' meeting, the board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association. If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it shall explain the reasons and make an announcement.
Article 52 If the audit committee proposes to the board of directors to convene an extraordinary shareholders' meeting, it shall submit the proposal to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a convening stock certificate within 5 days after making the resolution of the board of directors.
Notice of the East Meeting of the Company's Articles of Association. Any changes to the original proposal in the notice must be approved by the Audit Committee.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.
Article 53 Shareholders individually or jointly holding more than 10% of the company's shares shall request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the request in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after making the board of directors' resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares propose to the audit committee to convene an extraordinary shareholders' meeting, and shall submit a request to the audit committee in writing.
If the audit committee agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days of receiving the request. Any changes to the original request in the notice must be approved by the relevant shareholders.
If the audit committee fails to issue a shareholders' meeting notice within the prescribed period, it will be deemed that the audit committee has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over it on their own.
Article 54 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the stock exchange.
The audit committee or the convening shareholder shall submit relevant supporting materials to the stock exchange when issuing the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting.
Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%.
Article 55 The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors shall provide a list of shareholders on the equity registration date.
Article 56 For a shareholders' meeting convened by the audit committee or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.
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Section 5 Proposals and Notices of Shareholders’ Meetings
Article 57 The content of the proposal shall fall within the scope of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and these Articles of Association.
Article 58 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders who individually or collectively hold more than 1% of the company's shares have the right to submit proposals to the company.
Shareholders who individually or collectively hold more than 1% of the company's shares may put forward temporary proposals and submit them in writing to the convener 10 days before the shareholders' meeting. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the company's articles of association, or do not fall within the scope of the shareholders' meeting.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.
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 59 The convener shall notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting shall notify all shareholders by means of an announcement 15 days before the meeting.
When calculating the starting period, the company shall not include the date of the meeting.
Article 60 The notice of shareholders’ meeting shall include the following contents:
(1) Time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in clear words: All ordinary shareholders, shareholders holding shares with special voting rights and other shareholders have the right to attend the shareholders' meeting, and may appoint a proxy in writing to attend the meeting and participate in voting. The shareholder's proxy does not need to be a shareholder of the company;
(4) Equity registration date of shareholders who have the right to attend the shareholders’ meeting;
(5) Name and telephone number of the permanent contact person for conference affairs;
(6) Voting time and voting procedures online or by other means.
All specific contents of all proposals shall be fully and completely disclosed in the shareholders' meeting notice and supplementary notice. The start time of online or other voting methods at the shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting, and its end time shall not be earlier than the on-site shareholders' meeting.
The company's articles of association meeting ends at 3:00 pm on the day.
The interval between the equity registration date and the meeting date should be no more than 7 working days. Once the equity registration date is confirmed, it cannot be changed.
Article 61 If the shareholders’ meeting intends to discuss the election of directors, the shareholders’ meeting notice will fully disclose the detailed information of the director candidates, including at least the following:
(1) Educational background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;
(3) Number of company shares held.
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange. Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.
Article 62: After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the original scheduled date.
Section 6 Convening of Shareholders’ Meeting
Article 63 The company's board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders' meeting. Measures will be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and will be reported to relevant departments for investigation and punishment in a timely manner.
Article 64 All ordinary shareholders, shareholders holding shares with special voting rights and other shareholders or their agents who are registered on the equity registration date have the right to attend the shareholders' meeting and exercise their voting rights in accordance with relevant laws, regulations and these Articles of Association.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.
Article 65 If an individual shareholder attends a meeting in person, he or she shall present his/her identity card or other valid certificate or certificate that can indicate his/her identity; if a shareholder attends the meeting on behalf of another person, he or she shall present his or her valid identity certificate or shareholder's power of attorney.
Legal person shareholders shall be represented by their legal representative or an agent entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate proving that he or she has the qualifications to be the legal representative; if an agent attends the meeting, the agent shall present his or her identity card, the legal representative of the legal person shareholder unit and the legal representative in accordance with the law.
A written power of attorney issued by the company's articles of association.
Article 66 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the client, the type and number of company shares held;
(2) The name of the agent;
(3) Specific instructions from shareholders, including instructions to vote in favor, against or abstain from voting on each matter included in the agenda of the shareholders’ meeting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the principal. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.
Article 67 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization document authorizing the signing shall be notarized. The notarized power of attorney or other authorization document, and the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting.
Article 68 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.
Article 69 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 70 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and accept inquiries from shareholders.
Article 71 The shareholders' meeting shall be chaired by the chairman of the board of directors. When the Chairman is unable or fails to perform his duties, the Vice Chairman shall perform his duties; when the Vice Chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside.
The shareholders' meeting convened by the audit committee shall be presided over by the convener of the audit committee. When the convener of the Audit Committee is unable to perform his duties or fails to perform his duties, a convenor shall be elected by more than half of the members of the Audit Committee.
Articles of Association Audit Committee member presides.
A shareholders' meeting convened by shareholders themselves shall be presided over by the convener or his elected representative.
When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure and makes it impossible to continue the shareholders' meeting, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
Article 72 The company shall formulate rules of procedure for the shareholders' meeting, specifying in detail the convening, convening and voting procedures of the shareholders' meeting, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the principles for authorization of the board of directors at the shareholders' meeting, and the authorization content shall be clear and specific. The rules of procedure of the shareholders' meeting shall be attached to the articles of association and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 73 At the annual shareholders’ meeting, the board of directors shall make a report to the shareholders’ meeting on its work over the past year. Each independent director should also make a performance report.
Article 74 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.
Article 75 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights shall be subject to the meeting registration.
Article 76 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:
(1) Meeting time, location, agenda and name of the convener;
(2) The names of the host of the meeting and the directors and senior managers who attended or attended the meeting;
(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;
(6) Names of lawyers, counters, and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in this charter.
Article 77 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. attend or
The directors, secretary of the board of directors, convener or their representative and presiding officer of the meeting who are present at the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature books of the shareholders present on site, the power of attorney of the proxies, and the valid information on voting status via the Internet and other methods, and the retention period shall be no less than 10 years.
Article 78 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is located.
Section 7 Voting and Resolutions of Shareholders’ Meeting
Article 79 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Special resolutions made by the shareholders' meeting shall be passed by more than 2/3 of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Article 80 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:
(1) Work report of the board of directors;
(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;
(3) Appointment and removal of board members and their remuneration and payment methods;
(4) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or these Articles of Association.
Article 81 The following matters shall be passed by the shareholders’ meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) The division, spin-off, merger, dissolution and liquidation of the company;
(3) Modification of this Articles of Association;
(4) The company purchases or sells major assets or provides guarantees to others for an amount exceeding 30% of the company’s latest audited total assets within one year;
(5) Equity incentive plan;
(6) As stipulated by laws, administrative regulations or these Articles of Association, and the shareholders' meeting determines by ordinary resolution that there will be
Articles of Association and other matters that have a significant impact on the company and require special resolutions.
Article 82 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right.
When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of individual vote counting should be disclosed to the public in a timely manner.
The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present.
If a shareholder purchases a company's voting shares in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the prescribed proportion may not exercise voting rights within thirty-six months after the purchase, and will not be included in the total number of voting shares for shareholders present.
The company's board of directors, independent directors, shareholders holding more than 1% of voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission may publicly solicit shareholder voting rights.
When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.
Article 83 When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be counted in the total number of valid votes; related shareholders shall actively apply for withdrawal, otherwise other shareholders and members of the audit committee have the right to apply to the shareholders' meeting for the withdrawal of related shareholders. The related matter shall be voted on by the non-related shareholders present at the meeting. If more than half of the valid voting rights approve the related transaction, it shall be passed; if the transaction falls within the scope of a special resolution, it shall be passed by more than two-thirds of the valid voting rights. Announcements of shareholders' meeting resolutions should fully disclose the voting status of non-affiliated shareholders.
Article 84 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors or senior managers to hand over the management of all or important business of the company to that person without approval by a special resolution of the shareholders' meeting.
Article 85 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal.
When the shareholders' meeting votes on the election of directors, a cumulative voting system may be implemented in accordance with the provisions of these Articles of Association or the resolution of the shareholders' meeting, but the proportion of shares owned by a single shareholder and its persons acting in concert is more than 30%.
The company's articles of association, or the shareholders' meeting to elect two or more independent directors, shall implement a cumulative voting system.
The cumulative voting system mentioned in the preceding paragraph means that when the shareholders' meeting elects directors, each share has the same voting rights as the number of directors to be elected, and the voting rights held by shareholders can be used collectively. The board of directors shall announce to shareholders the resume and basic information of candidate directors.
The methods and procedures for nomination of director candidates are:
(1) The board of directors and shareholders individually or collectively holding more than 1% can nominate candidates for non-employee representative directors (including independent directors). The investor protection institution established in accordance with the law can publicly request shareholders to entrust them to exercise the right to nominate independent directors on their behalf, and submit it to the shareholders' meeting for election after review by the board of directors; the aforementioned nominator shall not nominate persons who have an interest in it or persons with other close relationships that may affect the independent performance of duties as candidates for independent directors;
(2) The employee representative directors on the board of directors are democratically elected by the company’s employee representative conference or other forms of democracy.
Article 86 In addition to the cumulative voting system, the shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, they will vote in the order in which the proposals are submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting will not shelve proposals or refrain from voting.
Article 87 When the shareholders' meeting considers the proposal, the proposal will not be modified. If it is changed, it shall be regarded as a new proposal and cannot be voted on at this shareholders' meeting.
Article 88 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.
Article 89 The shareholders' meeting shall vote by registered vote.
Article 90 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision.
When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.
Company shareholders or their agents who vote online or by other means have the right to check their voting results through the corresponding voting system.
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Article 91 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results. Before the voting results are officially announced, the companies, vote counters, scrutineers, shareholders, network service providers and other relevant parties involved in the shareholders' meeting on-site, online and other voting methods have the obligation to keep the voting information confidential.
Article 92 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. The securities registration and clearing institution, as the nominal holder of the stock connect mechanism between the mainland and Hong Kong stock markets, shall not declare in accordance with the actual holder's wishes.
Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".
Article 93 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting does not conduct a count of the votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.
Article 94 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of voting shares held and their proportion to the total number of voting shares of the company, the voting method, the voting results of each proposal and the details of each resolution passed.
Article 95 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.
Article 96: If the shareholders' meeting passes a proposal regarding the election of directors, the new directors shall take office on the date when the proposal is passed.
Article 97 If the shareholders' meeting passes the proposal on distributing cash, giving away shares or converting capital reserves into share capital, the company will implement the specific plan within 2 months after the conclusion of the shareholders' meeting.
Chapter 5 Directors and Board of Directors
Section 1 General Provisions for Directors
Article 98 A director of a company is a natural person and cannot serve as a director of the company if he has any of the following circumstances:
Articles of Association Directors:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for more than 5 years, and if he is sentenced to probation, the probation period has not expired for 2 years;
(3) Serving as a director or factory director or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bears personal responsibility, and it has not been more than 3 years since the company or enterprise was revoked of its business license or ordered to close;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
(6) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market and the time limit has not expired;
(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of a listed company, etc., and the time limit has not expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If a director encounters the circumstances described in this article during his term of office, the company will remove him from office and stop him from performing his duties.
Article 99 Directors are elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. The term of directors is 3 years and may be re-elected upon expiration of the term.
The term of office of a director shall be calculated from the date of taking office until the expiration of the term of the current board of directors. If a director's term of office expires and is not re-elected in time, until the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association.
Directors may concurrently serve as senior managers, but the total number of directors who concurrently serve as senior managers and directors who are employee representatives shall not exceed 1/2 of the total number of directors of the company.
Article 100 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits.
Directors have the following duties of loyalty to the company:
(1) Not to misappropriate company property or misappropriate company funds;
Articles of Association
(2) Company funds shall not be stored in accounts opened in his or her own name or in the names of other individuals;
(3) No bribery or other illegal income may be taken advantage of;
(4) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the board of directors or the shareholders' meeting in accordance with the provisions of these Articles, no contract or transaction may be made directly or indirectly with the company;
(5) No one shall take advantage of his or her position to seek business opportunities belonging to the company for himself or others, unless the report is reported to the board of directors or the shareholders' meeting and passed by the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with laws, administrative regulations or the provisions of these articles of association;
(6) Without reporting to the board of directors or the shareholders' meeting and passing the resolution of the shareholders' meeting, they are not allowed to operate business similar to that of the company for themselves or for others;
(7) You shall not accept commissions from other people’s transactions with the company and keep them as your own;
(8) Company secrets shall not be disclosed without authorization;
(9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.
The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.
Article 101 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of diligence to the company, and shall exercise the reasonable care normally due to managers in performing their duties for the best interests of the company. Directors have the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;
(2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(4) Should sign a written confirmation of the company’s regular reports to ensure that the information disclosed by the company is true, accurate and complete;
(5) Relevant information and information shall be truthfully provided to the Audit Committee and shall not hinder the Audit Committee’s performance.
The company's articles of association enact authority;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
Article 102 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.
Article 103 Directors may resign before the expiration of their term of office. Directors who resign must submit a written resignation report to the company. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within 2 trading days. If the number of members of the company's board of directors falls below the legal minimum due to the resignation of a director, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director takes office.
Article 104 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically terminated after the term ends, but will remain valid for two years after the expiration of the term. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation.
Article 105 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 106 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.
Article 107 If a director causes damage to others when performing company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation. Directors who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.
Section 2 Board of Directors
Article 108 The company shall have a board of directors, which shall consist of nine directors, including employee representative directors.
There is 1 director of the company's articles of association and 3 independent directors. The company has one chairman and one vice-chairman. The Chairman and Vice Chairman are elected by the Board of Directors with a majority of all directors.
After being elected by the company's employee representative conference or other forms of democratic elections, employee representative directors directly join the board of directors without submitting them to the shareholders' meeting for review.
Article 109 The board of directors shall exercise the following powers:
(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Decide on the company’s business plan and investment plan;
(4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(6) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, or mergers, divisions, dissolutions, and changes to the company’s form;
(7) Decide on matters such as the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc. within the scope authorized by the shareholders’ meeting;
(8) Decide on the establishment of the company’s internal management organization;
(9) Decide on the appointment or dismissal of the company’s general manager, secretary to the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; based on the nomination of the general manager, decide on the appointment or dismissal of the company’s deputy general manager, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;
(10) Formulate the company’s basic management system;
(11) Formulate amendment plans to this Articles of Association;
(12) Management company information disclosure matters;
(13) Propose to the shareholders’ meeting to hire or change the accounting firm for the company’s audit;
(14) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(15) Other powers granted by laws, administrative regulations, departmental rules, these Articles of Association or the shareholders' meeting. Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.
Article 110 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial report.
Article 111 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the
The company's articles of association resolve to improve work efficiency and ensure scientific decision-making. The procedural rules of the board of directors are attached to these articles of association and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 112 The board of directors shall determine the authority for external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc., and establish strict review and decision-making procedures; major investment projects shall organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval.
Article 113 The Chairman and Vice Chairman shall exercise the following powers:
(1) Authority of the Chairman
Preside over shareholders’ meetings and convene and preside over board of directors meetings;
Supervise and inspect the implementation of board resolutions;
Other powers granted by the board of directors.
(2) Powers of the Vice Chairman
Assist the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; if the vice chairman is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 114 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors shall be notified in writing 10 days before the meeting.
Article 115 Shareholders representing one-tenth of the voting rights, more than one-third of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.
Article 116 The board of directors shall notify the board of directors of extraordinary board meetings in writing, by telephone, by email, etc.
When the board of directors convenes an extraordinary meeting of the board of directors, the meeting notice, proposals, and the specific contents and plans of the proposals to be reviewed should be submitted to all directors and the secretary of the board of directors three days before the meeting by personal delivery, email, telephone, fax, text message, etc. However, special or emergency board meetings shall be held by means of on-site meetings, telephone calls, or online, except under special or emergency circumstances.
Article 117 The notice of board meeting shall include the following contents:
(1) Meeting date and location;
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(2) Meeting period;
(3) Reasons and issues;
(4) Date of issuance of notice.
Article 118 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors.
The voting on resolutions of the board of directors shall be based on one person, one vote.
Article 119 If a director has a related relationship with an enterprise or individual involved in the matters resolved at the board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than 3, the matter shall be submitted to the shareholders' meeting for review.
Article 120 Board meetings can be held on site, via video, by telephone, etc. The method used to convene the meeting shall be decided by the convener of the meeting based on the specific circumstances at that time. However, no matter how the board of directors is convened, it should be ensured that all directors present at the meeting can express their opinions fully and independently, make board resolutions, and have them signed by the participating directors.
The voting method for board of directors resolutions is: a show of hands or a registered vote. If the board of directors meeting is held on site, the voting method is generally a registered vote. If a board meeting is held by communication, the meeting notice and proposals shall be submitted to each director by fax, letter, email, or personal delivery. The voting method may be a show of hands or a registered vote. The meeting resolution shall be drafted by the secretary of the board of directors and delivered by fax, letter, email, or personal delivery. The directors who agree should sign the meeting resolution and submit the signed text to the secretary of the board of directors by express delivery or personal delivery. The board resolution will take effect from the day the secretary of the board of directors receives the written text of the board resolution signed by more than half of all directors.
Article 121 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have
The Articles of Association waive the right to vote at that meeting.
Article 122 Directors shall sign the resolutions of the board of directors and assume responsibility for the resolutions of the board of directors. If a resolution of the board of directors violates laws, administrative regulations or these Articles of Association and causes the company to suffer heavy losses, the directors who participated in the resolution shall be liable to the company for compensation. However, if it is proved that the director expressed his dissent during the voting and recorded it in the minutes of the meeting, the director may be exempted from liability.
Article 123 The board of directors shall keep minutes of its decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.
Directors attending the meeting have the right to request explanatory records of their speeches at the meeting.
The minutes of board of directors meetings shall be kept as company files and shall be kept for no less than 10 years.
Article 124 The minutes of board meetings shall include the following contents:
(1) The date, place and name of the convener of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) The voting methods and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).
Section 3 Independent Directors
Article 125 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, the stock exchange and these Articles of Association, play a role in decision-making, supervision and balance, and professional consultation in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.
Article 126 Independent directors must maintain independence. The following persons are not allowed to serve as independent directors:
(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;
(2) Directly or indirectly hold more than 1% of the company’s issued shares or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of the company;
(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions among the top five shareholders of the company and their spouses, parents, and children;
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(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 twelve months;
(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
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 127 To serve as an independent director of a company, one must meet the following conditions:
(1) Qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(2) Meet the independence requirements stipulated in this Articles of Association;
(3) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;
(4) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent director;
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
Article 128 As members of the board of directors, independent directors have the duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:
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(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 129 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 130 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 131 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.
The company holds special meetings of independent directors regularly or irregularly. Matters listed in items (1) to (3) of paragraph 1 of Article 129 of this Article and Article 130 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.
The special meeting of independent directors in the company's articles of association shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.
Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.
The company provides convenience and support for the convening of special meetings of independent directors.
Section 4 Special Committees of the Board of Directors
Article 132 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 133 The Audit Committee shall consist of three directors who are not senior managers of the company, including two independent directors, with accounting professionals among the independent directors serving as the convener.
Article 134 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:
(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
(2) Employ or dismiss accounting firms that undertake the audit business of listed companies;
(3) Appointment or dismissal of financial officers of listed companies;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 135 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.
Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.
The voting on resolutions of the Audit Committee shall be one person, one vote.
The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.
The Board of Directors is responsible for formulating the working procedures of the Audit Committee of the Company's Articles of Association.
Article 136 The company's board of directors shall set up other special committees such as strategy, nomination, remuneration and assessment, etc., to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The working procedures of special committees are formulated by the board of directors.
Article 137 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
Article 138 The Remuneration and Assessment Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policy plans such as the remuneration determination mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Chapter 6 Senior Management
Article 139 The company shall have a general manager, whose appointment or dismissal shall be determined by the board of directors. The company shall have several deputy general managers, who shall be appointed or dismissed by the board of directors. The general manager, deputy general manager, financial director and secretary of the board of directors are the senior management personnel of the company.
Article 140 The provisions of this Articles of Association regarding the prohibition of serving as directors shall apply to senior managers
The company's charter officers and senior managers must abide by the provisions of the resignation management system.
The provisions of this Articles of Association regarding directors' duties of loyalty and diligence also apply to senior managers.
Article 141 Persons who hold other administrative positions other than directors and supervisors in the company's controlling shareholder units shall not serve as senior managers of the company.
The company's senior managers only receive their salaries from the company and are not paid by the controlling shareholder.
Article 142 The term of office of the general manager is three years, and the general manager can be re-elected.
Article 143 The general manager shall be responsible to the board of directors and shall exercise the following powers:
(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize and implement the company’s annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company’s internal management organization;
(4) Formulate the company’s basic management system;
(5) Formulate specific regulations of the company;
(6) Request the board of directors to appoint or dismiss the company’s deputy general manager, financial director and other senior management personnel;
(7) Decide to appoint or dismiss management personnel other than those who shall be appointed or dismissed by the board of directors;
(8) Other powers granted by this Articles of Association or the Board of Directors.
The general manager attends board meetings.
Article 144 The general manager shall formulate working rules for the general manager and submit them to the board of directors for approval before implementation.
Article 145 The general manager’s work rules include the following:
(1) The conditions, procedures and participants for the general manager meeting;
(2) The specific responsibilities and division of labor of the general manager and other senior managers;
(3) The use of company funds and assets, the authority to sign major contracts, and the reporting system to the board of directors;
(4) Other matters deemed necessary by the board of directors.
Article 146 The general manager may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the general manager shall be stipulated in the labor contract between the general manager and the company.
Article 147 The company’s deputy general manager, financial director and other senior management personnel shall be nominated by the general manager.
The company's articles of association govern the appointment or dismissal of employees by the board of directors. Senior management personnel such as the deputy general manager and financial director are responsible to the general manager and assist the general manager in his work according to the division of labor arrangements.
Article 148 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ meeting and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters. The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, department rules and these articles of association.
Article 149 If a senior manager performs the company's duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation. If senior managers violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company, they shall be liable for compensation.
Article 150 The company's senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders.
If a company's senior managers fail to faithfully perform their duties or violate their fiduciary obligations, thereby causing damage to the interests of the company and public shareholders, they shall bear liability for compensation in accordance with the law.
Chapter 7 Financial Accounting System, Profit Distribution and Auditing
Section 1 Financial Accounting System
Article 151 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.
Article 152 The company shall submit and disclose an annual report to the CSRC offices and stock exchanges within 4 months from the end of each fiscal year, and submit and disclose a semi-annual report to the CSRC offices and stock exchanges within 2 months from the end of the first half of each fiscal year.
The above-mentioned annual reports and semi-annual reports are prepared in accordance with relevant laws, administrative regulations, China Securities Regulatory Commission and stock exchange regulations.
Article 153 The company shall not maintain separate accounting books other than the statutory accounting books. The company's funds are not stored in accounts opened in any individual's name.
Article 154 When the company distributes after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it may no longer
Extraction of Articles of Association.
If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first use the current year's profits to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.
The remaining after-tax profits after the company has made up for its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association stipulate that distribution is not based on the proportion of shareholdings.
If the shareholders' meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in violation of the regulations to the company; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.
The company's shares held by the company will not participate in the distribution of profits.
Article 155 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be used to increase the company's registered capital.
To make up for the company's losses from the public reserve fund, the discretionary public reserve fund and statutory public reserve fund shall be used first. If it still cannot be made up, the capital public reserve fund may be used in accordance with regulations.
When the statutory reserve fund is converted to increase the registered capital, the remaining reserve fund shall not be less than 25% of the company's registered capital before the conversion.
Article 156: After the company's shareholders make a resolution on the profit distribution plan, or after the company's board of directors formulates a specific plan based on the next year's interim dividend conditions and upper limit reviewed and approved by the annual shareholders' meeting, the distribution of dividends (or shares) must be completed within 2 months.
Article 157 The company's profit distribution policy should maintain continuity and stability, pay attention to reasonable investment returns for investors, take into account the company's sustainable development, and comply with the following regulations:
(1) Principles of profit distribution
The company's profit distribution should focus on reasonable investment returns for investors and benefit the company's long-term development. The profit distribution policy should maintain continuity and stability. The company actively implements the cash dividend policy and adheres to the following principles:
The principle of distribution according to legal order;
There is a principle that profits shall not be distributed to shareholders unless losses have been made up;
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- The principle of equal shares, equal rights, equal shares and equal profits.
(2) Profit distribution form and interval period
The company may distribute dividends in the form of cash, stocks, or a combination of cash and stocks; if the conditions for cash dividends are met, cash dividends shall be given priority for profit distribution; profit distribution shall not exceed the range of cumulative distributable profits, and shall not damage the company's ability to continue operating.
On the premise that the net profit attributable to the parent company for the year is positive, the company will distribute profits once a year in principle. The board of directors may propose the company to distribute annual or mid-term cash or dividends based on the profitability and capital needs.
(3) Conditions and minimum proportion of cash dividends
When the company's distributable profits for the year are positive and the audit institution issues a standard unqualified audit report on the company's financial report for that year, and there are no major adverse changes in the company's external operating environment and its own operating conditions, no major investment plans or major cash expenditures, and the company's capital needs for normal production and operations are met, the company shall first distribute profits in cash, and the profits distributed in cash shall not be less than 15% of the distributable profits realized in the year;
A major investment plan or major cash expenditure refers to one of the following situations:
The company’s planned cumulative expenditure on external investment, asset acquisition or equipment purchase in the next 12 months reaches or exceeds 50% of the company’s latest audited net assets;
The company's planned cumulative expenditure on external investment, asset acquisition or equipment purchase in the next 12 months reaches or exceeds 30% of the company's latest audited total assets.
The above-mentioned major investment plans or major cash expenditures must be approved by the board of directors and submitted to the shareholders' meeting for review and approval before implementation.
(4) Specific conditions for issuing stock dividends
When the company faces insufficient cash flow, it can consider using the profit distribution method of stock dividends; the company's operating conditions are good, and after meeting the above cash dividends, the company can comprehensively consider the company's growth, net assets per share and dilution of earnings per share and other factors, and use stock dividends to distribute profits;
If the company distributes profits in both cash and stock dividends, the company will implement a differentiated cash dividend policy while meeting the company's capital needs for normal production and operations:
- If the company is in a mature stage of development and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;
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If the company is in a mature stage of development and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;
If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%;
If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. The proportion of cash dividends in this profit distribution is cash dividends divided by the sum of cash dividends and stock dividends.
Every year, the board of directors formulates differentiated cash dividend policies at different development stages after comprehensively considering factors such as the characteristics of the company's industry, development stage, its own business model, profitability level, debt repayment ability, and whether there are major capital expenditure arrangements.
(5) Review procedures to be followed for profit distribution
The profit distribution plan shall be submitted to the shareholders' meeting for review after being reviewed and approved by the company's board of directors. When the board of directors considers the profit distribution plan, it must be approved by a majority vote of all directors.
When the shareholders' meeting considers the profit distribution plan, it must be approved by more than half of the voting rights held by shareholders attending the shareholders' meeting;
Under special circumstances, if the company is unable to determine the profit distribution plan for the year in accordance with the established cash dividend policy or the minimum cash dividend ratio, the specific reasons and the clear opinions of the independent directors should be disclosed in the annual report. When the shareholders' meeting considers the profit distribution plan for the year, an online voting method should be provided, and the plan must be reviewed and approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting;
(6) Research and demonstration procedures for profit distribution plans
When formulating a specific plan for cash dividends, the board of directors should carefully study and demonstrate the timing, conditions and minimum ratio of the company’s cash dividends, conditions for adjustment and decision-making process requirements, etc. If independent directors believe that the specific cash dividend plan may harm the rights and interests of the listed company or small and medium-sized shareholders, they have the right to express independent opinions. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, it shall record the opinions of independent directors and the specific reasons for not adopting them in the board resolution and disclose them.
The board of directors and shareholders' meeting should fully consider the opinions of independent directors and public investors in the relevant decision-making and demonstration processes. Before the shareholders' meeting reviews the specific cash dividend plan, the company should proactively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels such as answering investor calls, company public emails, online platforms, and holding investor meetings, fully listen to the opinions and demands of small and medium-sized shareholders, and respond to issues of concern to small and medium-sized shareholders in a timely manner.
Articles of Association
(7) Specific conditions, decision-making mechanisms and procedures for adjusting profit distribution policies
- If a company needs to adjust its profit distribution policy due to production and operation conditions, investment planning and long-term development needs, or due to major changes in the external operating environment or its own operating conditions, the adjusted profit distribution policy shall not violate the relevant regulations of the China Securities Regulatory Commission and the stock exchange. "Significant changes in the external operating environment or its own operating conditions" refers to one of the following situations:
(1) Major changes in national laws, regulations and industry policies result in operating losses for the company;
(2) Force majeure factors such as earthquakes, typhoons, floods, and wars occur, which have a major adverse impact on the company's production and operations, resulting in the company's operating losses;
(3) Other matters stipulated by the China Securities Regulatory Commission and the stock exchange.
- The board of directors should fully listen to the opinions of independent directors when formulating a proposal on adjusting the profit distribution policy; adjustments to the profit distribution policy should be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors. When the board of directors considers and adjusts the profit distribution policy, it must be approved by a majority vote of all directors. If the proposal includes adjustments or changes to the cash dividend policy specified in the company's articles of association, online voting shall be provided when the shareholders' meeting considers the proposal, and the proposal must be reviewed and approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.
(8) If a shareholder illegally occupies the company's funds, the company shall deduct the cash dividend distributed by the shareholder when distributing profits to repay the funds occupied by the shareholder.
(9) When the company convenes the annual shareholders' meeting to review the annual profit distribution plan, it may review and approve the conditions, proportion limit, amount limit, etc. for the next year's interim cash dividend. The upper limit of interim dividends for the next year reviewed by the annual shareholders' meeting shall not exceed the net profit attributable to shareholders of the listed company during the corresponding period. The board of directors formulates a specific interim dividend plan based on the resolution of the shareholders' meeting and subject to the conditions for profit distribution.
Section 2 Internal Audit
Article 158 The company shall implement an internal audit system and clarify the leadership structure, responsibilities and authorities, staffing, funding guarantee, application of audit results and accountability for internal audit work.
The company's internal audit system shall be implemented after approval by the board of directors and disclosed to the outside world.
Article 159 The company’s internal audit institution shall supervise and inspect the company’s business activities, risk management, internal control, financial information and other matters.
Article 160 The internal audit institution shall be responsible to the board of directors. The role of internal audit institutions in company business
In the process of company charter activities, risk management, internal control, and financial information supervision and inspection, the company shall accept the supervision and guidance of the audit committee. If the internal audit institution discovers relevant major issues or clues, it shall immediately report directly to the audit committee.
Article 161 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 162 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 163 The audit committee shall participate in the assessment of the person in charge of internal audit.
Section 3 Appointment of Accounting Firm
Article 164 The company shall employ an accounting firm that complies with the provisions of the Securities Law to provide auditing of accounting statements, verification of net assets and other related consulting services. The term of appointment shall be one year and may be renewed.
Article 165 The company’s appointment or dismissal of an accounting firm shall be decided by the shareholders’ meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.
Article 166 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the accounting firm hired, and shall not refuse, conceal or make false statements.
Article 167 The audit fees of an accounting firm shall be determined by the shareholders' meeting.
Article 168 When the company dismisses or does not renew the appointment of the accounting firm, it shall notify the accounting firm 20 days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.
If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there are any improper circumstances in the company.
Chapter 8 Notices and Announcements
Section 1 Notice
Article 169 The company’s notice shall be issued in the following forms:
Articles of Association
(1) Delivered by a dedicated person;
(2) Sent by mail;
(3) By way of announcement;
(4) Other forms stipulated in this charter.
Article 170 If the notice issued by the company is made in the form of announcement, all relevant personnel shall be deemed to have received the notice once the announcement is made.
Article 171 The notice of the company's shareholders' meeting shall be made by public announcement.
Article 172 The company shall notify the board of directors of the meeting by personal delivery, email, telephone, fax, text message, etc. If the company notice is sent by person, the recipient shall sign (or stamp) the delivery receipt, and the date of receipt by the person to be delivered shall be the date of delivery; if the company notice is sent by paper mail, the fifth working day from the date of delivery to the post office shall be the date of delivery; if the company notice is sent by email, the date of issuance shall be the date of delivery; if the company notice is sent by way of announcement, the date of the first announcement shall be the date of delivery.
Article 173 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or such person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.
Section 2 Announcement
Article 174 The company publishes company announcements and other information that needs to be disclosed in media that meet the conditions stipulated by the China Securities Regulatory Commission and on the website of the Shanghai Stock Exchange.
Chapter 9 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation
Section 1 Merger, spin-off, capital increase and capital reduction
Article 175: Company merger may be through merger by absorption or merger by new establishment. When a company absorbs other companies, it is called a merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.
Article 176 If the price paid for the merger of a company does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting, unless otherwise provided in these articles of association.
If a company merges in accordance with the provisions of the preceding paragraph without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.
Articles of Association
Article 177 When a company merges, the merging parties shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date of making the merger resolution, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
Article 178 When a company merges, the claims and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.
Article 179 When a company is divided, its property shall be divided accordingly.
When a company is divided, a balance sheet and property list must be prepared. The company shall notify creditors within 10 days from the date of making the separation resolution, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days.
Article 180 The debts incurred before the division of the company shall be jointly and severally borne by the company after the division. However, this shall not be the case unless otherwise agreed upon in a written agreement between the company and its creditors regarding debt settlement before the division.
Article 181 The company will prepare a balance sheet and property list when reducing its registered capital. The company shall notify creditors within 10 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
When a company reduces its registered capital, it shall reduce its capital contribution or shares accordingly in proportion to the shares held by shareholders, unless otherwise provided by law or these Articles of Association.
Article 182 After the company has made up for its losses in accordance with the provisions of paragraph 2 of Article 155 of this Article, if it still has losses, 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 181 of this Article shall not apply, but an announcement shall be made in a newspaper or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.
Articles of Association: After a 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 183 If the registered capital is reduced in violation of the Company Law and other relevant regulations, the shareholders shall return the funds received, and those who reduce or reduce the capital contribution shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.
Article 184 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 185 If a company is merged or divided and the registered items are changed, the change registration shall be carried out with the company registration authority in accordance with the law; if the company is dissolved, the company shall be deregistered in accordance with the law; if a new company is established, the company establishment registration shall be carried out in accordance with the law.
If a company increases or decreases its registered capital, it must apply for change registration with the company registration authority in accordance with the law.
Section 2 Dissolution and Liquidation
Article 186 The company is dissolved for the following reasons:
(1) The business period stipulated in these articles of association expires or other reasons for dissolution stipulated in these articles of association occur;
(2) The shareholders’ meeting resolves to dissolve;
(3) Dissolution is required due to company merger or division;
(4) The business license has been revoked, ordered to close, or revoked in accordance with the law;
(5) If the company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the People's Court to dissolve the company.
If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the National Enterprise Credit Information Publicity System within 10 days.
Article 187 If a company falls under the circumstances specified in Items (1) and (2) of Article 186 of the Articles of Association and has not yet distributed property to shareholders, it may continue to exist by amending the Articles of Association or by resolution of the shareholders' meeting. Amending the Articles of Association or making a resolution at the shareholders' meeting in accordance with the provisions of the preceding paragraph must be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.
Article 188 The company shall
If a company is dissolved in accordance with the provisions of Items (4) and (5) of its Articles of Association, it shall be liquidated. Directors are the liquidation obligors of the company and shall form a liquidation team to carry out liquidation within 15 days from the date when the reasons for dissolution arise. The liquidation team shall consist of persons determined by the directors or the shareholders' meeting.
If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.
Article 189 The liquidation committee shall exercise the following powers during the liquidation period:
(1) Clean up the company’s properties and prepare a balance sheet and property list respectively;
(2) Notify and announce creditors;
(3) Handle the company’s unfinished business related to liquidation;
(4) Pay the taxes owed and the taxes incurred during the liquidation process;
(5) Clearing claims and debts;
(6) Distribute the company’s remaining property after paying off its debts;
(7) Participate in civil litigation activities on behalf of the company.
Article 190 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims.
During the period of reporting claims, the liquidation team shall not pay off creditors.
Article 191 After clearing the company's assets and preparing a balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation.
The company's property is the remaining property after paying liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts respectively, and the company distributes the remaining property according to the proportion of shares held by shareholders. During the liquidation period, the company continues to exist, but it is not allowed to carry out business activities unrelated to the liquidation.
The company's property will not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.
Article 192 If, after cleaning up the company's property and preparing a balance sheet and property list, the liquidation team finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for bankruptcy liquidation in accordance with the law.
After the people's court accepts the bankruptcy application, the liquidation team shall transfer the liquidation affairs to the bankruptcy court designated by the people's court.
Articles of Association Asset Manager.
Article 193 After the company's liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration.
Article 194 Members of the liquidation committee shall perform their liquidation duties and shall have the duty of loyalty and diligence. If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to the company or creditors due to intentional or gross negligence, they shall be liable for compensation.
Article 195 If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.
Chapter 10 Modification of the Articles of Association
Article 196 The company will amend its articles of association under any of the following circumstances:
(1) After the Company Law or relevant laws and administrative regulations are revised, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations;
(2) The company's situation changes and is inconsistent with the matters recorded in the articles of association;
(3) The shareholders' meeting decides to amend the articles of association.
Article 197 If the amendments to the articles of association passed by the resolution of the shareholders' meeting should be reviewed and approved by the competent authority, they must be reported to the competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law.
Article 198 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders' meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities.
Article 199 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.
Chapter 11 Supplementary Provisions
Article 200 Interpretation
(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; or shareholders whose shares do not exceed 50%, but whose voting rights are sufficient to have a significant impact on the resolutions of the shareholders' meeting.
Articles of Association
(2) Actual controller refers to a natural person, legal person or other organization that can actually control the company's behavior through investment relationships, agreements or other arrangements.
(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests. However, state-controlled enterprises are related not only because they are also controlled by the state.
Article 201 The board of directors may formulate detailed rules and regulations in accordance with the provisions of the articles of association. The articles of association shall not conflict with the provisions of the articles of association.
Article 202 These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that has been most recently approved and registered by the Luoyang Municipal Administration for Market Regulation shall prevail.
Article 203 The terms “above” and “within” in this Article include the original number; “over”, “beyond”, “less than” and “more than” do not include the original number.
Article 204 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.
Article 205 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors.
Article 206 This Article of Association shall come into effect from the date of review and approval by the company's shareholders' meeting.
Placo Bioengineering Co., Ltd.
October 2025