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Articles of Association

Shanghai Stock Exchange

2026/06/19

Articles of Association of Beijing Shenzhou Cell Biotechnology Group Co., Ltd.

June 2026

Chapter 10 Modification of the Articles of Association......................................................................................44

Chapter 11 Supplementary Provisions......................................................................................................45

Articles of Association of Beijing Shenzhou Cell Biotechnology Group Co., Ltd.

Chapter 1 General Provisions

Article 1 In order to safeguard the legitimate rights and interests of Beijing China Cell Biotechnology Group Co., Ltd. (hereinafter referred to as the "Company" or the "Company"), shareholders, employees and creditors, and regulate the company's organization and behavior, these Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China and the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange").

Article 2 The company is a joint-stock limited company established by Beijing Shenzhou Cell Biotechnology Co., Ltd. based on the audited net book assets converted into shares in accordance with the provisions of the "Company Law" and other relevant laws and regulations. The company is registered with the Market Supervision and Administration Bureau of Beijing Economic and Technological Development Zone, and has obtained a business license in accordance with the law. The unified social credit code is: 9111030266050567XF.

Article 3 The company was registered with the China Securities Regulatory Commission on April 29, 2020, issued 50 million RMB ordinary shares to the public for the first time, and was listed on the Shanghai Stock Exchange on June 22, 2020.

Article 4 Company registered name:

Full Chinese name: Beijing Shenzhou Cell Biotechnology Group Co., Ltd.

Full English name: Sinocelltech Group Limited

Article 5 Company address: Room 307, Building 5, No. 31, Kechuang 7th Street, Beijing Economic and Technological Development Zone, Beijing.

Article 6 The registered capital of the company is RMB 470,335,714 (RMB, hereinafter referred to as "Yuan").

Article 7 The company's operating period is fifty years.

Article 8 The chairman of the board of directors is the legal representative of the company and represents the company externally. If the chairman of the board of directors resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation.

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

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

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

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

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

Chapter 2 Business Purpose and Scope

Article 13 The company's business purpose: adhere to technological and product innovation, put people first, cherish life, and protect health; take solving the unmet clinical medical needs of patients as the central task, and use the differentiated clinical advantages and cost advantages of products as the core competitiveness to make it affordable and accessible to patients in China and developing countries around the world. Set the goal of fully entering the markets of developed countries with high-quality biopharmaceuticals and clinically superior products independently developed and produced in China; continue to forge ahead and strive to develop disruptive technologies and products to create value, return shareholders and society; build a world-class biopharmaceutical enterprise and make due contributions to human health.

Article 14 After registration in accordance with the law, the company's business scope is: research and development of biomedical products and vaccines: property management. (Market entities are free to choose business projects and carry out business activities in accordance with the law; projects that require approval in accordance with the law shall carry out business activities in accordance with the approved content after approval by relevant departments; they are not allowed to engage in business activities that are prohibited or restricted by national and municipal industrial policies.)

Chapter 3 Shares

Section 1 Share Issuance

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

Article 16 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same category shall have equal rights.

For shares of the same type issued at the same time, the issuance conditions and price per share are the same; for shares subscribed by subscribers, the same price is paid per share.

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

Article 18 The shares issued by the company shall be registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.

Centralized storage.

Article 19 The total number of shares at the time of the company's overall change and establishment is 365 million shares. The names of the company's sponsor shareholders, the number of shares subscribed, the method of investment and the time of investment are as follows:

Serial number Name of shareholder Number of shares held (shares) Investment method Time of investment

1 Lhasa Eric Investment Consulting Co., Ltd. 267,833,350 Net assets converted into shares 2019.03.17

Tianjin Shenzhou Anyuan Enterprise Management Consulting Co., Ltd.

2 21,900,000 Net assets converted into shares 2019.03.17

Partnership (limited partnership)

3 Lhasa Lianghaoyuan Investment Consulting Co., Ltd. 20,006,015 Net assets converted into shares 2019.03.17

4 Xie Liangzhi 16,671,375 Net assets converted into shares 2019.03.17

Tianjin Shenzhou Anheng Enterprise Management Consulting Co., Ltd.

5 7,300,000 Net assets converted into shares 2019.03.17

Partnership (limited partnership)

6 QM65Limited 5,793,645 Net assets converted into shares 2019.03.17

Suzhou Industrial Park Qihua Phase II is under investment

7 3,862,430 Net assets converted into shares 2019.03.17 (limited partnership)

Ningbo Meishan Bonded Port Area Dinghui Furan Stock

8 3,565,320 Net assets converted into shares 2019.03.17 Equity Investment Partnership (Limited Partnership)

Ningbo Qingsong Wensheng Enterprise Management Partnership

9 2,673,990 Net assets converted into shares 2019.03.17 Enterprise (limited partnership)

Huahong Qiangzhen (Tianjin) Enterprise Management Consulting

10 2,033,050 Net assets converted into shares 2019.03.17 Inquiry into partnership (limited partnership)

Tianjin Shenzhou Ancheng Enterprise Management Consulting Co., Ltd.

11 1,825,000 Net assets converted into shares 2019.03.17 Partnership (limited partnership)

Tianjin Shenzhou Anping Enterprise Management Consulting Co., Ltd.

12 1,825,000 Net assets converted into shares 2019.03.17 Partnership (limited partnership)

Tianjin Shenzhou Anhe Enterprise Management Consulting Co., Ltd.

13 1,825,000 Net assets converted into shares 2019.03.17 Partnership (limited partnership)

Tianjin Shenzhou Antai Enterprise Management Consulting Co., Ltd.

14 1,825,000 Net assets converted into shares 2019.03.17 Partnership (limited partnership)

Nanchang Yingke Enterprise Management Service Center (with

15 1,678,270 Net assets converted into shares 2019.03.17 Limited partnership)

Suzhou Qiming Ronxin Equity Investment Partnership

16 1,525,700 Net assets converted into shares 2019.03.17

Business (limited partnership)

17 Shanghai Jisang Medical Technology Co., Ltd. 1,336,995 Net assets converted into shares 2019.03.17

Tianjin Panya Equity Investment Fund Partnership

18 1,114,345 Net assets converted into shares 2019.03.17 Enterprise (limited partnership)

Suzhou Industrial Park Qiming Sunac Equity Investment

19 405,515 Net assets converted into shares 2019.03.17 Capital partnership (limited partnership)

Total 365,000,000 -

Article 20 The number of issued shares of the company is 470,335,714 shares, all of which are ordinary shares with a par value of 1 yuan per share.

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 two-thirds of all directors.

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) Laws, administrative regulations and other methods approved by the China Securities Regulatory Commission or the Shanghai Stock Exchange.

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) Merger 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.

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's shares are acquired due to the circumstances stipulated in Item (3), (5) or (6) of Article 24 of this Article, it shall be resolved by the Board of Directors meeting attended by more than two-thirds 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 under the circumstances of item (1), it shall be canceled within 10 days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within 6 months; if it falls under the circumstances of items (3), (5) or (6), the total number of company shares held by the company shall not exceed the total number of issued shares of the company. 10%, and shall be transferred or canceled within 3 years after the announcement of the acquisition results and share changes.

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 Shanghai 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 type of company held by them; the company shares held by them 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 company shares held by them within six months after their resignation.

Article 30 If directors, senior managers, or shareholders holding more than 5% of the company's shares sell the company's stocks or other equity-type securities they hold within 6 months after buying them, or buy them again within 6 months after selling them, the proceeds will belong to the company, and the company's board of directors will take back the proceeds. However, securities companies holding more than 5% of the shares due to the purchase of remaining stocks after the package sale are excluded, as well as other circumstances specified by the securities regulatory authority of the State Council.

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 of this article, 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 of this article, the responsible directors shall bear joint and several liability in accordance with the law.

Chapter 4 Shareholders and Shareholders’ Meeting

Section 1 General Provisions for Shareholders

Article 31 The company establishes 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 Article.

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.

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 the provisions of laws, administrative regulations or these Articles of Association, or if the content of the resolution violates the provisions of these Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions.

If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.

If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the Shanghai 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 directors or senior managers other than members of the audit committee violate laws, administrative regulations or the provisions of this Article of Association when performing their duties and cause losses to the company, shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the audit committee to file a lawsuit with the People's Court in writing; if members of the audit committee violate laws, administrative regulations or the provisions of this Article of Association when performing their duties and 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.

Article 38 If the directors, supervisors or senior managers of a company's wholly-owned subsidiaries violate laws, administrative regulations or the provisions of these Articles of Association when performing their duties and cause losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in accordance with the first three paragraphs of Article 189 of the Company Law or directly file a lawsuit with the People's Court in their own name. If 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 Articles of Association;

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

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

(4) 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 exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and safeguard the interests of the company.

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 related 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, proactively 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) Shall not harm the legitimate rights and interests of the company and other shareholders through unfair related transactions, profit distribution, asset reorganization, external investment, or any other means;

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

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

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

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

Article 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 the Shanghai Stock Exchange, and the commitments they have made to restrict share transfers.

Section 3 General Provisions of Shareholders’ Meetings

Article 45 The company’s shareholders’ meeting shall be composed of all shareholders. The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:

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

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

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

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

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

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

(7) Modify this Articles of Association;

(8) Make 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) Review and approve the transactions specified in Article 47 of the Articles of Association;

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

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

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

(14) The company's annual shareholders' meeting may authorize the board of directors to decide to issue stocks to specific objects with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the most recent year. This authorization shall expire on the date of the next annual shareholders' meeting;

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

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

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

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

Article 46 The following external guarantees provided by the company must be reviewed and approved by the shareholders’ meeting:

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

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

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

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

(5) The amount of guarantee provided by the company to others within one year exceeds 30% of the company’s latest audited total assets;

(6) Guarantees provided to related parties;

(7) Other guarantee situations stipulated in laws, administrative regulations, departmental rules and these Articles of Association that must be reviewed by the shareholders' meeting.

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

For guarantee matters within the scope of the board of directors' authority, in addition to being approved by a majority of all directors, it must also be approved by more than two-thirds of the directors attending the board of directors meeting. The guarantee in Item (5) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.

If the company provides guarantees for its wholly-owned subsidiaries, or provides guarantees for its controlled subsidiaries and other shareholders of the controlled subsidiaries provide guarantees in equal proportion to their rights and interests, and does not harm the interests of the company, it may be exempted from the application of the provisions of Items 1 to 3 of Paragraph 1 of this Article. The company shall summarize and disclose the aforementioned guarantees in its annual report and semi-annual report.

Article 47 If a company's transactions (except the provision of guarantees) meet one of the following standards, they shall be reviewed and approved by the shareholders' meeting:

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

(2) The net assets of the transaction target (such as equity) in the most recent fiscal year account for more than 50% of the company’s market value;

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

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

(5) The transaction amount accounts for more than 50% of the company’s market value;

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

Before the company achieves profitability, it can be exempted from the application of the above standards (4) and (6). The aforementioned provisions shall apply to similar transactions related to the subject matter of transactions that occur within the company within 12 consecutive months on a cumulative basis. Those that have performed the decision-making procedures in accordance with regulations will no longer be included in the relevant cumulative calculation scope.

The term "transaction" as mentioned in these Articles includes the following matters:

(1) Purchase or sell assets;

(2) External investment (except for purchasing bank financial products);

(3) Transfer or transfer of research and development projects;

(4) Sign a license agreement;

(5) Provide guarantee;

(6) Lease or lease assets;

(7) Entrust or entrust management of assets and business;

(8) Donating or receiving donated assets;

(9) Creditor's rights and debt restructuring;

(10) Provide financial assistance;

(11) Other transactions recognized by the Shanghai Stock Exchange.

The above-mentioned purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products or commodities and other transactions related to daily operations.

If the transaction arrangement involves the possibility of paying or receiving consideration in the future, does not involve a specific amount, or the amount is determined based on set conditions, the estimated maximum amount is the transaction amount.

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

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

(1) When the number of directors is less than two-thirds 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 one-third of its total share capital;

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

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

(5) When the Audit Committee proposes to convene;

(6) Other situations stipulated in laws, administrative regulations, departmental rules or these Articles of Association.

The number of shares held in item (3) mentioned above is calculated based on the date when the shareholder submits the written request.

Article 50 The place where the company holds the 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 will also provide online voting to facilitate shareholders' participation in the shareholders' meeting. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present.

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

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

(1) Whether the convening and convening procedures of the meeting comply with 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 52 Unless otherwise provided by laws, administrative regulations, departmental rules or these Articles of Association, the shareholders' meeting shall be convened by the board of directors in accordance with the law and chaired by the chairman of the board of directors. The board of directors shall convene the shareholders' meeting on time within the prescribed time limit.

Article 53 With the approval of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall provide written feedback on whether it agrees or disagrees 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 54 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 notice to convene the shareholders' meeting within 5 days after the board of directors' resolution is made. Any changes to the original proposal in the notice must be approved by the audit committee.

If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide written 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 55 Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the request in accordance with the provisions of laws, administrative regulations and these Articles of Association.

If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after making the board of directors' resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.

If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the request, shareholders individually or collectively holding more than 10% of the company's shares have the right to propose to the audit committee to convene an extraordinary shareholders' meeting, and shall submit a request to the audit committee in writing.

If the audit committee agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days of receiving the request. Any changes to the original request in the notice must be approved by the relevant shareholders.

If the audit committee fails to issue a shareholders' meeting notice within the prescribed period, it will be deemed that the audit committee has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over it on their own.

Article 56 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the Stock Exchange.

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

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

Article 57 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 will provide a shareholder register on the record date.

Article 58 For a shareholders' meeting convened by the audit committee or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.

Section 5 Proposals and Notices of Shareholders’ Meetings

Article 59 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 60 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 propose proposals to the company.

Shareholders who individually or collectively hold more than 1% of the company's shares may put forward a temporary proposal 10 days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the 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 61 The convener will notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify all shareholders by means of an announcement 15 days before the meeting.

When calculating the starting period, the company shall not include the date of the meeting.

Article 62 The notice of shareholders’ meeting shall include the following contents:

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

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

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

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

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

(6) Online or other voting time and voting procedures.

All specific contents of all proposals shall be fully and completely disclosed in the shareholders' meeting notice and supplementary notice. If the matters to be discussed require the independent directors to express their opinions, the opinions and reasons of the independent directors will be disclosed when issuing the shareholders' meeting notice or supplementary notice.

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 63 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 employment 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 64 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the original date.

Section 6 Convening of Shareholders’ Meeting

Article 65 The company's board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders' meeting. Measures should be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and promptly reports to relevant departments for investigation and punishment.

Article 66 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting and exercise their voting rights in accordance with relevant laws, regulations and these Articles of Association.

Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.

Article 67 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid certificate or certificate that can indicate his or her identity; if he or she attends the meeting on behalf of another person, he or she shall present his or her valid ID card or a shareholder's power of attorney.

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

Shareholders of unincorporated organizations shall be attended by the person in charge of the organization or the agent entrusted by the person in charge. If the person in charge attends the meeting, he or she should present his/her identity card and a valid certificate that proves his/her qualifications as the person in charge; if an agent attends the meeting, the agent should present his or her identity card and a written authorization letter issued by the person in charge of the organization in accordance with the law.

Article 68 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 client. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed. If the client is an unincorporated organization, the unit seal of the unincorporated organization should be affixed.

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

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

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

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

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

The shareholders' meeting convened by the audit committee shall be presided over by the convener of the audit committee. When the convener of the Audit Committee is unable or fails to perform his duties, an Audit Committee member jointly elected by more than half of the Audit Committee members shall preside over the meeting.

A shareholders' meeting convened by shareholders themselves shall be presided over by the convener or his elected representative.

When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure and the shareholders' meeting cannot continue, 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 74 The company formulates the "Rules of Procedure for Shareholders' Meetings", which stipulates in detail the convening, convening and voting procedures of shareholders' meetings, 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 of authorization of the board of directors of shareholders' meetings, and the authorization content should be clear and specific.

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

Article 76 Directors and senior managers shall provide explanations and explanations to shareholders' inquiries and suggestions at the shareholders' meeting, except for matters involving company business secrets and undisclosed sensitive information that cannot be disclosed at the shareholders' meeting.

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

Article 78 The secretary of the board of directors is responsible for the minutes of the shareholders’ meeting. 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, general manager and other senior managers attending the meeting;

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

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

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

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

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

Article 79 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives and meeting presiding officers who attend or attend the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature books of the shareholders present on site, the power of attorney of the proxies, and the valid information on voting status via the Internet and other methods, and the retention period shall be no less than 10 years.

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

Section 7 Voting and Resolutions of Shareholders’ Meeting

Article 81 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by the shareholders present at the shareholders' meeting. Special resolutions made by the shareholders' meeting must be passed by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting.

The shareholders mentioned in this article include shareholders who entrust a proxy to attend the shareholders' meeting.

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

(1) Work report of the board of directors;

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

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

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

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

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

(2) The division, spin-off, merger, dissolution and liquidation of the company and the change of the company’s organizational form;

(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 12 consecutive months;

(5) Equity incentive plan;

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

Article 84 Shareholders 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 do not have voting rights, and such shares are not included in the total number of voting shares held by shareholders present.

If a shareholder violates the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law by purchasing shares of the company with voting rights, the shares exceeding the prescribed proportion shall not exercise voting rights within 36 months after the purchase, and shall not be included in the total number of shares with voting rights for shareholders present.

The company's board of directors, independent directors, shareholders holding more than 1% of the shares with voting rights, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission can serve as solicitors, either by themselves or by entrusting securities companies or securities service agencies, to publicly request the company's shareholders to entrust them to attend the shareholders' meeting on their behalf and exercise their proposal rights, voting rights and other shareholder rights on their behalf.

If shareholders' rights are solicited in accordance with the provisions of the preceding paragraph, the solicitor shall disclose the solicitation documents and the company shall cooperate.

It is prohibited to publicly solicit shareholder rights through paid or disguised paid methods.

Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.

If the public solicitation of shareholders' rights violates laws, administrative regulations or relevant provisions of the China Securities Regulatory Commission and causes losses to the company or its shareholders, it shall bear liability for compensation in accordance with the law.

The shareholders mentioned in the first paragraph of this article include shareholders who entrust a proxy to attend the shareholders' meeting.

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

The shareholders' meeting will review related party transactions. The avoidance and voting procedures for related shareholders are as follows:

(1) If a matter reviewed by the shareholders’ meeting is related to a shareholder, the shareholder shall disclose the related relationship to the company’s board of directors before the date of the shareholders’ meeting;

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

(3) Related shareholders should actively avoid and give up their voting rights when voting at the shareholders' meeting. If the related shareholders do not voluntarily withdraw and give up their voting rights, the host of the meeting shall require the related shareholders to recuse themselves, and the non-related shareholders shall review and vote on the related transaction matters;

(4) A resolution on a related transaction must be passed by more than half of the shares with voting rights of non-related shareholders; a special resolution must be passed by more than two-thirds of the shares of non-related shareholders with voting rights;

(5) If the related shareholder fails to disclose or avoid the related party relationship in accordance with the above procedures for the related transaction, all resolutions related to the related transaction will be invalid and will be voted on again.

Article 86 If a related shareholder fails to recuse himself despite being required to do so, and causes the shareholders' meeting to pass a resolution on related transactions and thereby causes losses to the company, other shareholders of the company, or bona fide third parties, the related shareholder shall bear corresponding civil liability.

Article 87 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors or senior managers to 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 88 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal. When a single shareholder of a company and its persons acting in concert hold more than 30% of the shares, a cumulative voting system shall be implemented when the shareholders' meeting votes on the election of two or more directors.

If a company's shareholders' meeting elects two or more independent directors, a cumulative voting system shall be implemented. The voting results of small and medium-sized shareholders shall be counted separately and disclosed.

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 procedures for the nomination, election and removal of company directors are detailed in the "Rules of Procedure for Shareholders' Meetings".

Article 89 Except for the cumulative voting system, all proposals at the shareholders' meeting shall be voted on item by item. If there are different proposals on the same matter, voting shall be carried out in the order in which the proposals were submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting shall not shelve the proposal or refuse to vote.

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

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

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

Article 93 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision.

When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.

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

Article 94 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results. Before the voting results are officially announced, the 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 95 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. 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 96 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting does not conduct a count of the votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.

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

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

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

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

Chapter 5 Directors and Board of Directors

Section 1 General Provisions for Directors

Article 101 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:

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

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

(3) If a director or factory director or manager of a company or enterprise that is subject to bankruptcy liquidation is personally responsible for the bankruptcy of the company or enterprise, it has not been more than 3 years since the bankruptcy liquidation of the company or enterprise was completed;

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

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

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

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

(8) Other 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 102 Directors shall be elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. Directors have a three-year term and may be re-elected upon expiration of their term.

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

Directors may concurrently serve as senior managers, but the total number of directors who concurrently serve as senior managers shall not exceed one-half of the total number of directors of the company.

The company does not have directors who are employee representatives.

Article 103 Directors shall abide by laws, administrative regulations and these Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits. Directors have the following duties of loyalty to the company:

(1) Maintain the interests of the company and all shareholders, and shall not harm the interests of the company for the interests of the actual controller, shareholders, employees, myself or other third parties;

(2) Keep business secrets, not disclose major information that has not yet been disclosed, not use inside information to obtain illegal benefits, and fulfill the non-compete obligations agreed with the company after leaving the company;

(3) Do not take advantage of your position to bribe or accept other illegal income;

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

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

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

(7) You shall not take advantage of your position to seek business opportunities belonging to the company for yourself or others, unless you report to the board of directors or the shareholders' meeting and pass the resolution of the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with the provisions of laws, administrative regulations or these articles of association;

(8) 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;

(9) You shall not accept commissions from other people’s transactions with the company as your own;

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

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

(12) 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 be liable for compensation.

The provisions of Item (6) 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 104 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) Ensure that you have sufficient time and energy to participate in company affairs, and prudently judge the risks and benefits that may arise from the matters under review; in principle, you should attend board meetings in person. If you authorize other directors to attend on your behalf for some reason, you should carefully select the trustee, and the authorized matters and decision-making intentions should be specific and clear, and no carte blanche is allowed;

(2) Pay attention to the company’s operating status and other matters, report relevant issues and risks to the board of directors in a timely manner, and shall not claim to be exempted from liability on the grounds of unfamiliarity with the company’s business or lack of understanding of relevant matters;

(3) Actively promote the company's standardized operations, urge the company to fulfill its information disclosure obligations, promptly correct and report the company's violations, and support the company in fulfilling its social responsibilities;

(4) 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;

(5) All shareholders should be treated fairly;

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

(7) 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;

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

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

Article 105 If a director fails to attend two consecutive board meetings in person or entrust 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.

If an independent director fails to attend two consecutive board meetings in person and does not entrust other independent directors to attend the board of directors' meetings, the board of directors shall request a shareholders' meeting to remove the independent director from his duties within 30 days from the date of occurrence.

Article 106 Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the board of directors, and the resignation will take effect on the date the company receives the resignation report. The company will disclose the relevant situation within 2 trading days.

If the resignation of a director causes the number of members on the company's board of directors to fall below the legal minimum, or the resignation of an independent director causes the proportion of independent directors on the company's board of directors or its special committees to be inconsistent with laws, regulations or the provisions of these Articles of Association, or there are no accounting professionals among the independent directors, the resignation report shall not take effect until the next director fills the vacancy created by his resignation. Before the resignation report takes effect, the resigning director shall continue to perform his duties in accordance with relevant laws, regulations and the provisions of these Articles of Association.

Under the aforementioned circumstances, if a director proposes to resign, the company shall complete the by-election within 60 days to ensure that the composition of the board of directors and its special committees complies with the provisions of laws, regulations and these Articles of Association.

Article 107 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 becomes effective or his term of office expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders is not automatically terminated after the end of his term, and remains valid for two years after his resignation becomes effective or his term of office expires. 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 108 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 109 Without the provisions of these Articles of Association or the legal authorization of the Board of Directors, no director may act in his or her own name on behalf of the company or 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 110 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 111 The company shall have a board of directors, which shall be responsible to the shareholders' meeting.

Article 112 The Board of Directors shall consist of 7 directors. The board of directors shall have a chairman, who shall be elected and removed by the board of directors by a majority of all directors.

Article 113 The board of directors shall exercise the following powers:

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

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

(3) 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 company shares, merger, division, dissolution and change of company 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 management personnel, and determine 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, financial director and other senior management personnel, 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 to audit the company;

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

(15) Other powers granted by laws, administrative regulations, departmental rules or this Article of Association or the shareholders' meeting. Matters that exceed the scope of authority of the board of directors and the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.

Article 114 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 115 The Board of Directors formulates the "Rules of Procedure of the Board of Directors" to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making.

Article 116 The company's board of directors shall establish corresponding review and decision-making procedures for major matters such as external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc., and clarify the authority of the board of directors. Major matters should strictly follow the decision-making procedures in accordance with relevant systems. If they exceed the authority of the board of directors, they should be reported to the shareholders' meeting for approval.

Article 117 If a transaction (other than the provision of guarantees) of the company meets one of the following standards and does not fall within the scope of review by the shareholders' meeting, it shall be submitted to the board of directors for review:

(1) The total assets involved in the transaction account for more than 10% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data;

(2) The transaction amount accounts for more than 10% of the company’s market value;

(3) The net assets of the transaction target (such as equity) account for more than 10% of the company’s market value in the most recent fiscal year;

(4) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited operating income in the most recent fiscal year, and exceeds 10 million yuan;

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

(6) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan;

Before the company achieves profitability, it can be exempted from the application of the above standards (5) and (6). The aforementioned provisions shall apply to similar transactions related to the subject matter of transactions that occur within the company within 12 consecutive months based on the principle of cumulative calculation. Those that have performed the decision-making procedures in accordance with regulations will no longer be included in the relevant cumulative calculation scope.

(7) External guarantee matters other than those specified in Article 46 of this Article;

(8) Transactions between the company and related natural persons with an amount exceeding RMB 300,000 (except for guarantees provided by the company); or transactions between the company and related legal persons that account for more than 0.1% of the company’s latest audited total assets or market value (except for guarantees provided by the company) and exceed RMB 3 million.

For transactions that do not meet the above-mentioned board review standards, the board of directors will review and approve the transactions by the general manager based on the actual situation of the company and in accordance with the principle of prudent authorization.

Article 118 If a company has a transaction within the scope of its daily operations and meets one of the following standards, it shall be submitted to the board of directors for review:

(1) The transaction amount accounts for more than 50% of the company’s latest audited total assets, and the absolute amount exceeds 100 million yuan;

(2) The transaction amount accounts for more than 50% of the company’s audited operating income or operating costs in the most recent fiscal year, and exceeds 100 million yuan;

(3) The total profit expected to be generated by the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and exceeds 5 million yuan;

(4) Other transactions that may have a significant impact on the company's assets, liabilities, equity and operating results.

Before the company achieves profitability, it may be exempted from the application of the above standard (3).

For transactions within the scope of daily operations that do not meet the above-mentioned board of directors review standards, the board of directors will review and approve the transactions by the general manager based on the actual situation of the company and in accordance with the principle of prudent authorization.

Article 119 When the board of directors examines and approves external guarantee matters, in addition to the approval of more than half of all directors, it must also obtain the consent of more than two-thirds of the directors present at the board meeting.

Article 120 The chairman of the board of directors shall be a director and shall be elected or removed by more than half of all directors.

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

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

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

(3) Sign company stocks, corporate bonds, other securities and other important documents of the board of directors;

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

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

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

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

Article 124 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, more than half of the independent directors, the general manager or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.

Article 125 The notification method for the extraordinary meeting of the Board of Directors shall be delivered by hand, mail, fax, email, etc. in writing; the notification time limit shall be: 3 days before the extraordinary meeting of the Board of Directors.

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

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

(1) Date and location of the meeting;

(2) Meeting deadline;

(3) Reasons and issues;

(4) Date of issuance of notice.

Article 127 Unless otherwise provided in the Articles of Association, a meeting of the board of directors shall be held with the attendance of more than half of the directors. Unless otherwise provided in these Articles of Association, 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 128 If a director has a relationship with an enterprise or individual involved in matters resolved at the board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than 3, the matter shall be submitted to the shareholders' meeting for review.

Article 129 The voting method for board of directors resolutions is: registered vote or show of hands.

On the premise of ensuring that directors can fully express their opinions, electronic communication methods such as telephone and video can be used to convene the board of directors and conduct voting.

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

Article 131 The board of directors shall make minutes of its decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.

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

Article 132 The minutes of board meetings include the following:

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

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

(3) Meeting agenda;

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

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

Article 133 Directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations, the Articles of Association, or the resolution of the shareholders' meeting, causing the company to suffer serious losses, the directors who participated in the resolution shall be liable to the company for compensation. However, if it is proved that the director expressed his dissent during the voting and recorded it in the minutes of the meeting, the director may be exempted from liability.

Section 3 Independent Directors

Article 134 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, the Shanghai Stock Exchange and these Articles of Association, play a role in decision-making, supervision and balance, and professional consulting in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.

Article 135 Independent directors must maintain their independence. The following persons are not allowed to serve as independent directors:

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

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

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

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

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

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

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

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

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

Article 136 To serve as an independent director of a company, one must meet the following conditions:

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

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

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

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

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

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

Article 137 As a member of the board of directors, independent directors have a duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:

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

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

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

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

Article 138 Independent directors shall exercise the following special powers:

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

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

(3) Proposing to convene a board meeting;

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

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

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

The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of more than half of all independent directors. If an independent director exercises the powers listed in paragraph 1, the company will promptly disclose it. If the above powers cannot be exercised normally, the company will disclose the specific circumstances and reasons.

Article 139 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:

(1) Related transactions that should be disclosed;

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

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

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

Article 140 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors. The company holds special meetings of independent directors regularly or irregularly. Matters listed in items (1) to (3) of paragraph 1 of Article 138 of this Article and Article 139 shall be reviewed by special meetings of independent directors.

Special meetings of independent directors can study and discuss other matters of the company as needed.

Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.

Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.

The company provides convenience and support for the convening of special meetings of independent directors.

Section 4 Special Committees of the Board of Directors

Article 141 The company shall set up an audit committee, composed of company directors, to exercise the powers of the board of supervisors as stipulated in the Company Law. The company does not have supervisors or a board of supervisors.

Article 142 The Audit Committee shall consist of 3 directors who are not senior managers of the company, including 2 independent directors, and an accounting professional among the independent directors shall serve as the convener.

Article 143 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:

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

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

(3) 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 144 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.

Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee. The voting on resolutions of the Audit Committee shall be one person, one vote. The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.

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

Article 145 The company's board of directors shall set up other special committees such as strategy, nomination and remuneration, 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 146 The members of the Strategy Committee shall consist of 3 directors. The main responsibilities and authorities of the Strategy Committee are as follows:

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

(2) Conduct research on the company’s business strategy and make recommendations;

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

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

(5) Supervise the implementation of the above matters;

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

(7) Other matters specified in the working rules of the Strategy Committee.

Article 147 The nomination and remuneration committee shall consist of 3 directors. 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, formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans for directors and senior managers, 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) Remuneration of directors and senior managers;

(4) Formulate or change equity incentive plans and employee stock ownership plans, and ensure that incentive objects are granted rights and the conditions for exercising their rights are met;

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

(6) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, this Articles of Association, and the working rules of the Nomination and Remuneration Committee.

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

Chapter 6 Senior Management

Article 148 The company shall have a general manager, who shall be appointed or dismissed by the board of directors. The company has two deputy general managers, who are appointed or dismissed by the board of directors.

Article 149 The provisions in Article 101 of the Articles of Association regarding the circumstances in which directors are not allowed to serve as directors and the resignation management system shall also apply to senior managers.

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

Article 150 Persons who hold other administrative positions other than directors in the company's controlling shareholder unit 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 151 The term of office of the general manager is three years, and the general manager can be re-elected.

Article 152 The general manager shall be responsible to the board of directors and shall exercise the following powers:

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

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

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

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

(5) Formulate specific regulations of the company;

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

(7) Decide on the appointment or dismissal of management personnel other than those who shall be appointed or dismissed by the board of directors;

(8) Propose to convene an extraordinary meeting of the board of directors;

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

Article 153 The general manager shall formulate the "General Manager Work Rules" and submit them to the Board of Directors for approval before implementation.

Article 154 "General Manager Work Rules" include the following contents:

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

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

(3) 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 155 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 156 The deputy general manager of the company assists the general manager in taking charge of different businesses in the company's operations, and the deputy general manager is responsible to the general manager.

Article 157 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters.

The secretary of the board of directors is nominated by the chairman of the board of directors, appointed or dismissed by the board of directors, and is responsible to the board of directors.

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 158 If a senior manager performs the duties of the company and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation. 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 159 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 160 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.

Article 161 The company adopts the Gregorian calendar year system for its accounting year, that is, the accounting year begins on January 1st and ends on December 31st of each year.

Article 162 The company adopts RMB as its accounting standard currency, and its accounts are written in Chinese.

Article 163 The company shall submit and disclose an annual report to the CSRC office and the Shanghai Stock Exchange within 4 months from the end of each fiscal year, and submit and disclose an interim report to the CSRC office and the Shanghai Stock Exchange within 2 months from the end of the first half of each fiscal year. The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws, administrative regulations, regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

Article 164 In addition to the statutory accounting books, the company shall not maintain separate accounting books. The company's funds are not stored in accounts opened in any individual's name.

Article 165 When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits into the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals can be made.

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

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

The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund will be distributed to shareholders in proportion to their shares. 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 shares held by the company do not participate in the distribution of profits.

Article 166 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 will not be less than 25% of the company's registered capital before the conversion.

Article 167: After the company's shareholders' meeting makes a resolution on the profit distribution plan, the company's board of directors must complete the distribution of dividends (or shares) within 2 months after the shareholders' meeting.

Article 168 The company's profit distribution policy: The company's profit distribution should pay attention to the principle of reasonable return on investment for investors and the principle of being conducive to the company's long-term development.

Article 169: When a company distributes cash dividends, the following conditions must be met at the same time:

(1) The company’s distributable profits for the year (i.e., the after-tax profits remaining after the company makes up for its losses and withdraws its provident fund) are positive, and its cash flow is sufficient. The implementation of cash dividends will not affect the company’s subsequent ongoing operations;

(2) The audit institution issues an unqualified audit report on the company's financial report for that year;

(3) The company has no major external investment plans or major capital expenditures (except for raised capital projects) in the next 12 months. A major investment plan or major capital expenditure means that the company's cumulative expenditure on external investment, asset acquisition, or equipment purchase within the next 12 months reaches or exceeds 30% of the company's most recent audited net assets.

After the company has fully withdrawn the reserve fund, the company is profitable and the cash can meet the company's continued operations and long-term development, and on the premise that the conditions for cash dividends stipulated in these articles of association are met, the profits distributed in the form of cash shall not be less than 10% of the distributable profits realized in the current year, and the cumulative profits distributed by the company in the form of cash for three consecutive years shall not be less than 30% of the average annual distributable profits realized in those three years.

When the conditions for cash dividends stipulated in these Articles of Association are met, the company will actively distribute dividends in cash. In principle, cash dividends will be distributed once a year. The company's board of directors may propose the company to conduct mid-term cash dividends based on the company's profitability and capital needs. The specific distribution plan shall be formulated ex officio by the company's board of directors based on the company's actual operating and financial conditions and approved by the company's shareholders' meeting.

Article 170 Form of profit distribution: The company may adopt methods such as cash, stocks or a combination of cash and stocks, and will give priority to distributing dividends in cash.

Article 171 Profit distribution decision-making procedures and mechanisms: The company's board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividends, adjustment conditions and decision-making process requirements based on the company's specific operating data, profit scale, cash flow status, development stage and current capital needs, etc., and propose an annual or mid-term profit distribution plan, which shall be implemented after being voted and approved by the company's shareholders' meeting.

The profit distribution plan proposed by the board of directors must be approved by a majority vote of the board of directors and by a vote of half of the independent directors. The Audit Committee reviews the profit distribution plan and issues review opinions.

Before the shareholders' meeting reviews the specific cash dividend plan, they should proactively communicate with shareholders, especially small and medium-sized shareholders, through various channels such as answering investor calls, company public emails, online platforms, holding investor meetings, etc., fully listen to the opinions and demands of small and medium-sized shareholders, and respond to issues of concern to small and medium-sized shareholders in a timely manner.

If the company makes annual profits but does not propose a cash dividend plan, it will be submitted to the shareholders' meeting for review and approval after approval by the board of directors.

Article 172 Adjustment cycle and decision-making mechanism of shareholder return plan: In principle, the company will re-examine the shareholder return plan every three years. In accordance with the requirements of laws, regulations, normative documents and regulatory agencies, and after fully considering the company's profit scale, cash flow status, development stage and current capital needs, and taking into account the opinions of shareholders (especially small and medium-sized investors) and independent directors, the board of directors will formulate the "Company's Shareholder Return Plan for the Next Three Years" and submit it to the shareholders' meeting for review and approval.

If the company really needs to adjust the company's established shareholder return plan due to the external operating environment or the company's own operating needs, it should go through detailed demonstrations, implement corresponding decision-making procedures, and be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting. When the shareholders' meeting considers adjustments to the cash dividend policy, the company should provide an online voting platform to facilitate small and medium-sized shareholders to participate in voting.

Section 2 Internal Audit

Article 173 The company shall implement an internal audit system and clarify the leadership structure, responsibilities and authorities, staffing, funding guarantee, application of audit results and accountability for internal audit work.

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

Article 174 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 175 The internal audit institution is responsible to the board of directors. The internal audit institution shall accept the supervision and guidance of the audit committee during the supervision and inspection of the company's business activities, risk management, internal control, and financial information. If the internal audit institution discovers relevant major issues or clues, it shall immediately report directly to the audit committee.

Article 176 The internal audit institution shall be 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 177 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 178 The audit committee participates in the assessment of the person in charge of internal audit.

Section 3 Appointment of Accounting Firm

Article 179 The company hires an accounting firm that complies with the provisions of the Securities Law to conduct accounting statement audits, net asset verification and other related consulting services. The appointment period is one year and can be renewed.

Article 180 The company's appointment or dismissal of an accounting firm shall be subject to review and approval by the audit committee, and then submitted to the board of directors for review and decision by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.

Article 181 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 182 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 183 When a company dismisses or ceases to re-appoint an accounting firm, it shall promptly notify the accounting firm after the board of directors makes a resolution. 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

Article 184 The company’s notice shall be issued in the following forms:

(1) Delivered by a dedicated person;

(2) Sent by mail;

(3) Sent by fax;

(4) Sent by email or phone;

(5) By way of announcement;

(6) Other forms stipulated in this Articles of Association.

Article 185 If the notice issued by the company is made in the form of announcement, once the announcement is made, all relevant personnel will be deemed to have received the notice.

Article 186 The notice of the company's shareholders' meeting shall be made in the form of announcement.

Article 187 The notice of the company's board of directors meeting shall be delivered in person, by post, by fax, by email or by telephone.

Article 188 If the company notice is sent by a special person, the person to be served shall sign or stamp the delivery receipt, and the date of receipt by the person to be served shall be the date of delivery; if the company notice is sent by mail, the fifth working day from the date of delivery to the post office shall be the date of delivery; if the company notice is sent by fax , the date of delivery shall be the date when the fax is sent; if the company notice is sent by email, the date of delivery shall be the day when the email is sent; if the company notice is sent by telephone, the date of telephone notification shall be the date of delivery; if the company notice is sent by announcement, the date of the first announcement shall be the date of delivery.

Article 189 Due to accidental omission, the meeting notice and the resolutions passed at the meeting are not invalid if the meeting notice is not sent to a person who has the right to receive the notice or if such person fails to receive the meeting notice.

Article 190 The company shall designate the website of the Shanghai Stock Exchange (www.sse.com.cn) and media that meet the conditions specified by the China Securities Regulatory Commission as media for publishing company announcements and other information that needs to be disclosed.

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

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

Article 191 The merger of a company may take the form of merger by absorption or merger by new establishment.

When a company absorbs other companies, it is called a merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.

Article 192 If the price paid for a company's merger does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting, except as otherwise provided in these articles of association.

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

Article 193 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 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.

Article 194 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 195 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 196 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 197 When a company reduces its registered capital, it must prepare a balance sheet and property list.

The company shall notify creditors within 10 days from the date of making the 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 198 If the company still has losses after making up for its losses in accordance with the provisions of Paragraph 2 of Article 166 of this Article, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.

If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of Paragraph 2 of Article 197 of this Article shall not apply, but an announcement shall be made in a newspaper or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.

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

Article 199 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 200 When a 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 201 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 202 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 due to company merger or division;

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

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

If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the National Enterprise Credit Information Publicity System within 10 days.

Article 203 If a company falls under the circumstances of Items (1) and (2) of Article 202 of this Article of Association and has not yet distributed property to shareholders, it may continue to exist by amending these 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 two-thirds of the voting rights held by shareholders attending the shareholders' meeting.

Article 204 The company shall

If it is dissolved due to the provisions of Items (4) and (5), 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 committee shall be composed of directors, unless otherwise stipulated in the Articles of Association or another person shall be elected by resolution of the shareholders' meeting.

If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.

Article 205 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 206 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 207 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 208 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 hand over the liquidation affairs to the bankruptcy administrator designated by the People's Court.

Article 209 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 and announce the company's termination.

Article 210 Members of the liquidation team 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 creditors intentionally or due to gross negligence, they shall be liable for compensation.

Article 211 If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be implemented in accordance with the laws on enterprise bankruptcy.

Chapter 10 Modification of the Articles of Association

Article 212 If any of the following circumstances occurs, the company will amend its articles of association:

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

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

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

Article 213 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 submitted to the competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law.

Article 214 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 215 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

Interpretation of Article 216

(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.

(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.

(4) External guarantees refer to the guarantees provided by the company to others, including the company's guarantees to its wholly-owned and controlled subsidiaries; the total external guarantees of the company and its wholly-owned and controlled subsidiaries refer to the sum of the total external guarantees provided by the company to its wholly-owned and controlled subsidiaries and the total external guarantees of the company's wholly-owned and controlled subsidiaries.

(5) Market capitalization refers to the arithmetic average of the closing market capitalization of the 10 trading days preceding the relevant transaction.

Article 217 The board of directors may formulate detailed rules of association in accordance with the provisions of the articles of association. The articles of association shall not conflict with the provisions of the articles of association.

Article 218 The 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 approved and registered by the Administration for Market Regulation shall prevail.

Article 219 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 220 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.

Article 221 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. Matters not covered in this Articles of Association shall be governed by relevant national laws and regulations. If this Articles of Articles conflicts with the mandatory provisions of current or future laws, administrative regulations, departmental rules and normative documents, the provisions of relevant laws, regulations, departmental rules and normative documents shall prevail.

Article 222 This Article of Association shall take effect and be implemented from the date it is reviewed and approved by the shareholders' meeting.