Qianhong Pharmaceutical: Qianhong Pharmaceutical: Articles of Association (October 2025)
Changzhou Qianhong Biochemical Pharmaceutical Co., Ltd.
Articles of Association
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, and regulate the company's organization and behavior, these Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Guidelines for the Articles of Association of Listed Companies and other relevant regulations.
Article 2 The company is a joint-stock limited company (hereinafter referred to as the "company") established by Changzhou Qianhong Biochemical Pharmaceutical Co., Ltd. in accordance with the Company Law and other relevant regulations.
Article 3 The company was approved by the China Securities Regulatory Commission on January 21, 2011 to issue 40 million RMB ordinary shares to the public for the first time. These shares are all domestic shares issued to domestic investors and subscribed in RMB. The company was listed on the Shenzhen Stock Exchange on February 18, 2011.
Article 4 Company registered name: Changzhou Qianhong Biochemical Pharmaceutical Co., Ltd.
English name: CHANGZHOU QIANHONG BIOPHARMA Co.,Ltd
Article 5 Company address: No. 518, Yunhe Road, Xinbei District, Changzhou City, Postal Code: 213125.
Article 6 The registered capital of the company is RMB 1,279.80 million.
Article 7 A company is a permanently existing joint-stock limited company established by sponsorship.
Article 8 The director who performs corporate affairs on behalf of the company shall be the legal representative of the company. The general manager serves as the legal representative of the company as a director who performs corporate affairs on behalf of the company.
If a director who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation.
The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company. The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.
If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or these Articles of Association.
Article 9 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 10 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.
Shareholders can sue the company based on the company's articles of association; the company can sue shareholders, directors and senior managers based on the company's articles of association.
Article 11 The term “senior management personnel” as mentioned in these Articles of Association refers to the general manager, deputy general manager, secretary to the board of directors, and director of the company.
Article 12 The company shall establish Communist Party organizations and carry out Party activities in accordance with the provisions of the Constitution of the Communist Party of China. The company provides necessary conditions for the activities of party organizations.
Chapter 2 Business Purpose and Scope
Article 13 The company’s business purpose is:
Based on biomedicine, adhere to independent innovation, cultivate national brands, manufacture first-class medicines, benefit all mankind, and make the enterprise stronger and bigger.
Article 14 The company’s business scope is:
Licensed items: pharmaceutical production; pharmaceutical entrusted production; pharmaceutical wholesale; pharmaceutical retail; pharmaceutical import and export (projects that require approval according to law can only be carried out with the approval of relevant departments, and specific business projects are subject to the approval results)
General projects: technology import and export; import and export agency; medical packaging material manufacturing; primary agricultural product acquisition; technical services, technology development, technology consultation, technology exchange, technology transfer, technology promotion; information consulting services (excluding licensing information consulting services); non-residential real estate leasing; housing leasing. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law).
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.
The face value of the par value shares issued by the company is expressed in RMB, with a face value of RMB 1 per share.
Article 17 The shares issued by the company are centrally deposited at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 18 The sponsors, number of shares subscribed and shareholding ratio when the company is established are as follows:
Serial number Name Share capital (yuan) Shareholding ratio Number of shares held (shares) 1 Wang Yaofang 36486000 30.405% 36486000 2 Zhao Gang 18243000 15.203% 18243000 3 Zhou Guanxin 6081000 5.068% 6081000 4 Jiang Jianping 6081000 5.068% 6081000 5 Jiang Wenqun 1216200 1.014% 1216200 6 Zhou Nan 3760123 3.133% 3760123 7 Jiang Leming 1216200 1.014% 1216200 8 Chen Honglei 1216200 1.014% 1216200 9 Zhou Qing 2108383 1.757% 2108383 10 Hu Xiaoxiong 1216200 1.014% 1216200 11 Qian Zhongming 1327723 1.106% 1327723 12 Liu Min 557683 0.465% 557683 13 Zhou Hongqing 334639 0.279% 334639 14 Zhang Jinlin 111523 0.093% 111523 15 Xu Wenting 334569 0.279% 334569 16 Shen Li 111523 0.093% 111523 17 Sun Haoguo 111523 0.093% 111523 18 Shen Xiaohui 1672843 1.394% 1672843 19 Zhou Liping 111523 0.093% 111523 20 Tang Chongzhi 111523 0.093% 111523 21 Han Tongli 111523 0.093% 111523 22 Wu Huiying 111523 0.093% 111523 23 Wang Qinmei 111523 0.093% 111523 24 Niu Guangqin 111523 0.093% 111523 25 Chen Shunying 111523 0.093% 111523 26 Pan Renhua 111523 0.093% 111523 27 Chen Hongkang 111523 0.093% 111523 28 Zhang Juanwen 111523 0.093% 111523 29 Wang Weining 111523 0.093% 111523 30 Wang Zhenghai 111523 0.093% 111523 31 Yuan Liangjun 111523 0.093% 111523 32 Fang Rongming 111523 0.093% 111523 33 Qian Lanping 111523 0.093% 111523 34 Gu Yongxiang 111523 0.093% 111523 35 Huang Haojin 111523 0.093% 111523 36 Gu Qinhua 111523 0.093% 111523 37 Chen Weiquan 111523 0.093% 111523 38 Shao Jianpei 111523 0.093% 111523 39 Xu Genlin 111523 0.093% 111523 40 Qi Jun 111523 0.093% 111523 41 Duan Xiaodong 111523 0.093% 111523 42 Liu Hongxing 111523 0.093% 111523 43 Zhang Hechang 111523 0.093% 111523 44 Ding Yi 111523 0.093% 111523 45 Wang Jianqin 111523 0.093% 111523 46 Liu Baolong 1217377 1.014% 1217377 47 Tong Xian 1216200 1.014% 1216200 48 Wang Jin 111523 0.093% 111523 49 Jinqiao 111523 0.093% 111523 50 Xu Yan 111523 0.093% 111523 51 Huang Yanhe 334569 0.279% 334569 52 Xi Wenying 1226751 1.022% 1226751 53 Cang Xiaoping 223046 0.186% 223046 54 Li Ling 111523 0.093% 111523 55 Fei Tongtong 111523 0.093% 111523 56 He Ruishun 334639 0.279% 334639 57 Jiang Leisheng 111523 0.093% 111523 58 Chen Wenjing 223046 0.186% 223046 59 Lu Liben 111523 0.093% 111523 60 Wenying 223046 0.186% 223046 61 Jiang Yuying 111523 0.093% 111523 62 Zhuang Ying 111523 0.093% 111523 63 Xie Yan 111523 0.093% 111523 64 Zhang Zhuqing 1327723 1.107% 1327723 65 Wang Quanyu 1216200 1.014% 1216200 66 Du Zaijun 334639 0.279% 334639 67 Lu Wuwei 334569 0.279% 334569 68 Zhou Chunquan 111523 0.093% 111523 69 Ding Ying 111523 0.093% 111523 70 Jiang Lijuan 111523 0.093% 111523 71
Cao Yunan 111523 0.093% 111523 72 Yun Jinmao 111523 0.093% 111523 73 Pei Yinzhen 111523 0.093% 111523 74 Zhu Jianquan 111523 0.093% 111523 75 Wang Xingren 111523 0.093% 111523 76 Zhang Defang 111523 0.093% 111523 77 Sheng Guojian 111523 0.093% 111523 78 Ma Bo 111523 0.093% 111523 79 Du Xi 111523 0.093% 111523 80 Chen Zhiguang 111523 0.093% 111523 81 Jiang Rulian 111523 0.093% 111523 82 Liu Jun 3760123 3.133% 3760123 83 Ye Hongping 1216200 1.014% 1216200 84 Chen Ni 1216200 1.014% 1216200 85 Fan Yong 223046 0.186% 223046 86 Yang Hong 223046 0.186% 223046 87 Dai Qiuqin 111523 0.093% 111523 88 Xiao Tao 111523 0.093% 111523 89 Su Xiaobing 1338345 1.115% 1338345 90 Yu Jianhong 111523 0.093% 111523 91 Chen Jun 111523 0.093% 111523 92 Qian Lirong 111523 0.093% 111523 93 He Jianhua 111523 0.093% 111523 94 Xie Qianhua 111523 0.093% 111523 95 Zhu Guiliang 111523 0.093% 111523 96 Hang Changbiao 557614 0.465% 557614 97 Zou Shaobo 5007977 4.173% 5007977 98 Chu Xiaoming 111523 0.093% 111523 99 Jiang Jianqiu 111523 0.093% 111523 100 Ji Jinyao 111523 0.093% 111523 101 Gu Jin 111523 0.093% 111523 102 Li Ying 111523 0.093% 111523 103 Zhu Renzhi 111523 0.093% 111523 104 Ge Yusong 223046 0.186% 223046 105 Yang Jianming 111523 0.093% 111523 106 Zhang Yafen 111523 0.093% 111523 107 Wei Ping 111523 0.093% 111523 108 Zhao Lianfa 111523 0.093% 111523 109 Mao Jiena 223046 0.186% 223046 110 Yang Guanghua 111523 0.093% 111523 111 Hu Junqiu 111523 0.093% 111523 112 Yang Dongyun 223046 0.186% 223046 113 Huang Dongping 111523 0.093% 111523 114 Zheng Fengmei 111523 0.093% 111523 115 Wu Jianping 111523 0.093% 111523 116 Hang Qinyu 111523 0.093% 111523 117 Tong Daren 111523 0.093% 111523 118 Dong Xi 334569 0.279% 334569 119 Zhou Yue 223046 0.186% 223046 120 Jiang Honghai 111523 0.093% 111523 121 Xu Jianming 111523 0.093% 111523 122 Jiang Yueliang 111523 0.093% 111523 123 Zhou Zhaoxi 223046 0.186% 223046 124 Fu Jianhua 223046 0.186% 223046 125 Xia Wanyu 111523 0.093% 111523 126 Xu Caixing 111523 0.093% 111523 127 Chen Kunda 111523 0.093% 111523 128 Ni Wenjiang 111523 0.093% 111523 129 Chen Huifang 111523 0.093% 111523 130 Liu Dongsheng 111523 0.093% 111523 131 Zhu Huimin 111523 0.093% 111523 132 Xu Xifen 111523 0.093% 111523 133 Shen Jufang 111523 0.093% 111523 134 Gao Xiaofang 111523 0.093% 111523 135 Wang Zhiyu 111523 0.093% 111523 136 Zhang Quanfeng 111523 0.093% 111523 137 Li Chuangen 111523 0.093% 111523 138 Yang Yongfang 111523 0.093% 111523 139 Yin Weiming 111523 0.093% 111523 140 Jiang Xinwei 111523 0.093% 111523 141
Tan Shuda 111523 0.093% 111523 142 Xu Jianping 111523 0.093% 111523 143 Yang Wenqing 111523 0.093% 111523 144 Wu Qiang 111523 0.093% 111523 145 Gao Jianxing 111523 0.093% 111523 146 Ding Changling 111523 0.093% 111523 147 Guo Yang 111523 0.093% 111523 148 Zhang Xingying 111523 0.093% 111523 149 Rui Xuefang 111523 0.093% 111523 150 Chen Minyu 111523 0.093% 111523 151 Tu Wenmei 111523 0.093% 111523 152 Liu Yawen 111523 0.093% 111523 153 Liu Baowen 111523 0.093% 111523 154 Liu Jumei 111523 0.093% 111523 155 Qiu Yuxiu 111523 0.093% 111523 156 Song Linxiu 111523 0.093% 111523 157 Dai Xiaohua 111523 0.093% 111523 158 Zhong Jianxia 111523 0.093% 111523 159 Chen Huijuan 111523 0.093% 111523 160 Ji Hongzhen 111523 0.093% 111523 161 Yang Quandi 111523 0.093% 111523 162 Ding Jie 111523 0.093% 111523 163 Zhou Zhihua 111523 0.093% 111523 164 Pan Fengdi 111523 0.093% 111523 165 Nian Qiaozhen 111523 0.093% 111523 166 Wang Yiyu 111523 0.093% 111523 167 Song Xuehua 111523 0.093% 111523 168 Yu Huiping 111523 0.093% 111523 169 Jin Jianfen 111523 0.093% 111523 170 Zhou Fengmei 111523 0.093% 111523
171 Zhuang Qi 111523 0.093% 111523
172 Cheng Linmei 111523 0.093% 111523
173 Zhang Xiaoyin 111523 0.093% 111523
174 Dai Jian 111523 0.093% 111523
Total 120000000 100.00% 120000000
The above-mentioned promoters contributed capital with the net assets represented by their original equity interests in Changzhou Qianhong Biochemical Pharmaceutical Co., Ltd., and all the above-mentioned capital contributions were in place on February 16, 2008.
Article 19 The total number of shares of the company is 1,279.80 million shares. The company’s capital structure is: 1,279.80 million ordinary shares and no other types of shares.
The company’s previous share changes are shown in the table below (unit: 10,000 shares):
Time Event Before change After change
2011.3 First launch 12000 16000
2014.5 Conversion of reserve fund into share capital 16,000 32,000
2015.6 Conversion of provident fund into share capital 32000 64000
2016.5 Conversion of provident fund into share capital 64000 128000
2019.5 Repurchase and cancellation of equity incentive restricted shares 128000 127997.5
2020.5 Repurchase and cancellation of equity incentive restricted shares 127997.5 127987.5
2021.1 Repurchase and cancellation of equity incentive restricted shares 127987.5 127980.0
Article 20 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., unless the company implements an employee stock ownership plan.
For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.
Section 2 Share Increase, Decrease and Repurchase
Article 21 According to the needs of operation and development, in accordance with the provisions of laws and regulations, and after the shareholders' meeting makes separate resolutions, the company may increase capital in the following ways:
(1) Issuance of shares to unspecified objects;
(2) Issuance of shares to specific objects;
(3) Distribute bonus shares to existing shareholders;
(4) Convert public reserve funds into share capital;
(5) Laws, administrative regulations and other methods prescribed by the China Securities Regulatory Commission.
When a company issues convertible corporate bonds, the issuance, conversion procedures and arrangements of the convertible corporate bonds, and the changes in the company's share capital caused by the conversion shall be handled in accordance with the provisions of national laws, administrative regulations, departmental rules and other documents, as well as the provisions of the company's convertible corporate bond prospectus.
Article 22 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 23 A company may not acquire its own shares. However, except for one of the following circumstances:
(1) Reduce the company’s registered capital;
(2) Merge with other companies that hold 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 listed companies that can be converted into stocks;
(6) It is necessary for listed companies to maintain the company's value and shareholders' rights.
The situation referred to in item 6 of the preceding paragraph shall meet one of the following conditions:
(1) The closing price of the company’s stock is lower than its net assets per share in the latest period;
(2) The cumulative decline in the closing price of the company’s stock reaches 20% within twenty consecutive trading days;
(3) The closing price of the company’s stock is lower than 50% of the highest closing price of the stock in the last year;
(4) Other conditions specified by the China Securities Regulatory Commission.
Article 24 A company may choose one of the following methods to acquire its own shares:
(1) Centralized bidding trading methods of stock exchanges;
(2) Method of offer;
(3) Other methods approved by the China Securities Regulatory Commission.
Article 25 If the company acquires the company's shares due to the circumstances specified in Article 23 (1) and (2), it shall obtain a resolution from the shareholders' meeting;
The acquisition of shares of the company under the circumstances specified in Items (3), (5) and (6) must be resolved by a board meeting attended by more than two-thirds of the directors.
If a company encounters the conditions stipulated in Article 23 (3), the board of directors shall promptly understand whether there are major events and other factors that may have a greater impact on the stock price, actively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels, and fully listen to the opinions and demands of shareholders on whether the company should implement share repurchases.
After the company acquires the company's shares in accordance with the provisions of Article 23 of the Articles of Association, if it falls under the circumstances of item (1), it shall cancel it within ten days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall transfer or cancel it within six months; if it falls under the circumstances of items (3), (5), and (6), the total number of shares of the company held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or canceled within three years.
When a company acquires its own shares, it must fulfill its information disclosure obligations in accordance with the provisions of the Securities Law of the People's Republic of China. If the company acquires the company's shares due to the circumstances stipulated in Article 23 (3), (5) and (6) of this Article of Association, it shall conduct it through public centralized transactions.
Section 3 Share Transfer
Article 26 The company's shares shall be transferred in accordance with the law.
Article 27 The company does not accept its own stocks as the subject of pledge.
Article 28 The shares issued before the company's public issuance of shares shall not be transferred within 1 year from the date the company's shares are listed and traded on the Shenzhen Stock Exchange.
The company's shares held by the company's directors and senior managers may not be transferred within one year from the date the company's shares are listed and traded. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.
Directors and senior managers of a company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during the term of office determined at the time of taking office shall not exceed 25% of the total number of shares of the same category held by them in the company, except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc. If the shares held do not exceed 1,000 shares, they may be transferred in full at one time and are not subject to the restrictions on the transfer ratio in the preceding paragraph.
Article 29 If the company’s directors, senior managers, or shareholders holding more than 5% of the company’s shares sell the company’s stocks 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, if a securities company holds more than 5% of the shares due to underwriting the purchase of remaining shares after the sale, the sale of the shares is not subject to the six-month time limit.
If the company's board of directors fails to implement the provisions of the preceding paragraph, the shareholders have the right to request the board of directors to implement it within 30 days. If the company's board of directors fails to implement the decision within the above time limit, shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company.
If the company's board of directors fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liability in accordance with the law.
Article 30 After the company's stocks are terminated from listing, they shall enter the agency share transfer system and continue trading.
Chapter 4 Shareholders and Shareholders Meeting
Section 1 General Provisions for Shareholders
Article 31 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency. The shareholder list is sufficient evidence to prove that shareholders hold the company's shares. Shareholders have rights and bear obligations according to the class of shares they hold. Shareholders holding the same class of shares have the same rights and bear 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) Inspect and copy these Articles of Association, shareholder list, shareholders’ meeting minutes, board meeting resolutions, and financial accounting reports. Shareholders who meet the regulations may inspect the company’s accounting books and accounting vouchers;
(6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to the share of shares it holds;
(7) Shareholders who object to the company merger or division resolution made by the shareholders’ meeting require the company to acquire their shares;
(8) Other rights stipulated in laws, administrative regulations, departmental rules or this Charter.
Article 34 Shareholders who request to review or copy company-related materials must comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations.
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 confirm their invalidity.
If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions.
If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.
If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. If it involves the correction of previous matters, it will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled.
Article 36 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:
(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;
(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;
(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;
(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.
Article 37 If a director or senior manager other than the audit committee violates laws, administrative regulations or the provisions of these Articles of Association when performing the company's duties and causes losses to the company, shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the audit committee in writing to file a lawsuit with the People's Court; if the audit committee violates laws, administrative regulations or the provisions of the Articles of Association when performing the company's duties and causes losses to the company, shareholders may request the board of directors in writing to file a lawsuit with the People's Court.
If the audit committee or the board of directors refuses to file a lawsuit after receiving the written request from the shareholder specified in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests, the shareholder specified in the preceding paragraph has the right to file a lawsuit directly with the People's Court in its own name for the benefit of the company.
If others infringe upon the company's legitimate rights and interests and cause losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit with the People's Court in accordance with the provisions of the previous two paragraphs.
If 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 a company's wholly-owned subsidiary does not have a board of supervisors or supervisors, but has an audit committee, the provisions of paragraphs 1 and 2 of this article shall apply.
Article 38 If directors or senior managers violate laws, administrative regulations or the provisions of these Articles of Association and harm the interests of shareholders, shareholders may file a lawsuit in the People's Court.
Article 39 Major decisions of the company shall be made by the shareholders' meeting and the board of directors in accordance with the law. Controlling shareholders shall not directly or indirectly interfere with the company's decision-making and production and operation activities carried out in accordance with the law, or damage the rights and interests of the company and other shareholders.
Article 40 The company’s board of directors and other internal institutions should operate independently. There is no superior-subordinate relationship between the controlling shareholder and its functional departments and the company and its functional departments. The controlling shareholder and its affiliates shall not issue any plans and instructions regarding the company's operations to the company and its affiliates, nor may they affect the independence of its operation and management in any other way.
Article 41 A written agreement shall be signed for related transactions between the company and related parties. The signing of the agreement should follow the principles of equality, voluntariness, equal value and compensation, and the content of the agreement should be clear and specific. The company should disclose the conclusion, modification, termination and performance of the agreement in accordance with relevant regulations.
Article 42 The company shall take effective measures to prevent related parties from intervening in the company's operations by monopolizing procurement and sales business channels and harming the company's interests. Related party transaction activities should follow commercial principles, and the prices of related party transactions should in principle not deviate from the prices or charging standards of independent third parties in the market. The company should fully disclose the pricing basis of related-party transactions.
Article 43 The company’s assets belong to the company. The company should take effective measures to prevent shareholders and their related parties from occupying or transferring the company's funds, assets and other resources in various forms.
Article 44 The shareholders of the company bear the following obligations:
(1) Comply with laws, administrative regulations and this charter;
(2) Pay the share price according to the shares subscribed and the method of subscription;
(3) Except under circumstances stipulated by laws and regulations, its share capital shall not be withdrawn;
(4) Shall not abuse the rights of shareholders to harm the interests of the company or other shareholders; must not abuse the independent status of a company as a legal person and the limited liability of shareholders to harm the interests of the company’s creditors;
If a company's shareholders abuse their rights and cause losses to the company or other shareholders, they shall be liable for compensation in accordance with the law. If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.
(5) Other obligations stipulated in laws, administrative regulations and this Articles of Association.
Article 45 The controlling shareholders and actual controllers of a company shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, provisions of the China Securities Regulatory Commission and stock exchanges, and safeguard the interests of listed companies.
Article 46 The company’s controlling shareholders and actual controllers shall abide by the following provisions:
(1) Exercise shareholders’ rights in accordance with the law, and do not abuse control rights or use affiliated relationships to damage the legitimate rights and interests of the company or other shareholders;
(2) Strictly implement the public statements and commitments made, and shall not make any changes or exemptions without authorization;
(3) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;
(4) Company funds shall not be appropriated in any way;
(5) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;
(6) Not to use the company's undisclosed major information to seek benefits, not to leak any undisclosed major information related to the company in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;
(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;
(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;
(9) Other provisions of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles on directors' duties of loyalty and diligence shall apply.
If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.
Article 47 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 48 Controlling shareholders and actual controllers who transfer the shares of the company they hold shall abide by the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges, and the commitments they have made to restrict share transfers.
Section 2 General Provisions of Shareholders’ Meetings
Article 49 The company’s shareholders’ meeting shall be composed of all shareholders. The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:
(1) Elect and replace directors who are not employee representatives, and decide on remuneration matters for directors;
(2) Review and approve the report of the board of directors;
(3) Review and approve the company’s profit distribution plan and loss compensation plan;
(4) Make a resolution to increase or decrease the company’s registered capital;
(5) Make a resolution on the issuance of corporate bonds;
(6) Make resolutions on the merger, division, dissolution, liquidation or change of company form;
(7) Modify this Articles of Association;
(8) Make a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;
(9) Review and approve the guarantee matters specified in Article 50;
(10) Review the company’s purchase and sale of major assets within one year exceeding 30% of the company’s latest audited total assets;
(11) Review and approve changes in the use of raised funds;
(12) Review equity incentive plans or employee stock ownership plans;
(13) 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 upon authorization by the Articles of Association or the shareholders' meeting. The specific implementation shall comply with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and stock exchanges.
Unless otherwise provided by laws, administrative regulations, provisions of the China Securities Regulatory Commission or rules of stock exchanges, the powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.
Article 50 If the company's provision of external guarantees falls under any of the following circumstances, it shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors:
(1) The amount of a single guarantee exceeds 10% of the listed company’s latest audited net assets;
(2) Any guarantee provided after the total amount of external guarantees provided by the listed company and its controlling subsidiaries exceeds 50% of the listed company’s latest audited net assets;
(3) Any guarantee provided after the total amount of external guarantees provided by the listed company and its controlling subsidiaries exceeds 30% of the listed company’s latest audited total assets;
(4) The latest financial statement data of the guaranteed object shows that the asset-liability ratio exceeds 70%;
(5) The cumulative amount of guarantees in the last twelve months exceeds 30% of the company’s latest audited total assets;
(6) Guarantees provided to shareholders, actual controllers and their related parties; (7) Other guarantee situations stipulated by the Shenzhen Stock Exchange or the company’s articles of association.
The company's external guarantee matters other than the above provisions shall be reviewed and approved by the company's board of directors. When the board of directors considers guarantee matters, it must be reviewed and approved by more than two-thirds of the directors attending the board meeting and must be approved by more than two-thirds of all independent directors. The shareholders’ meeting shall consider the preceding paragraph
(5) Guarantee matters shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.
When the shareholders' meeting considers the guarantee proposal for shareholders, actual controllers and their related parties, the shareholder or shareholders controlled by the actual controller shall not participate in the vote. The vote must be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting.
If the company provides external guarantees in violation of the approval authority and review procedures for external guarantees stipulated in these Articles of Association, the company's board of directors will decide to impose corresponding sanctions on the responsible person at fault based on the company's losses, the size of the risks, and the severity of the circumstances. If this causes losses to the company, the responsible person shall be liable for compensation. All directors of the company should prudently treat and strictly control the debt risks arising from external guarantees and bear joint and several liability for losses arising from external guarantees that violate approval authority and approval procedures.
Article 51 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year.
Article 52 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:
(1) When the number of directors is less than two-thirds of the number specified in the Company Law or the number specified 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 who individually or collectively hold more than 10% of the company's shares (including preference shares with restored voting rights, etc.);
(4) When the board of directors deems it necessary;
(5) When the audit committee proposes to convene;
(6) When the independent director proposes to the board of directors to convene;
(7) Other situations stipulated in laws, administrative regulations, departmental rules or this Article.
Article 53 The place where the company holds a shareholders' meeting is: the company's domicile or other place determined by the convener.
The shareholders' meeting shall set up a meeting venue and be held in the form of an on-site meeting. In accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission or these Articles of Association, the shareholders' meeting shall be facilitated by using the Internet or other methods permitted by laws and regulations to facilitate shareholders' participation in the shareholders' meeting. Shareholders who participate in the shareholders' meeting online will undergo shareholder identity authentication in accordance with the regulations of the online voting system service agency and other relevant regulations. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present.
If the shareholders' meeting considers any of the following matters, it shall provide convenience for small and medium-sized investors to participate in the shareholders' meeting through online voting and other methods:
(1) Securities issuance;
(2) Major asset reorganization;
(3) Equity incentives;
(4) Share repurchase;
(5) Related transactions (excluding daily related transactions) and external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements) that should be submitted to the shareholders' meeting for review in accordance with the "Stock Listing Rules";
(6) Shareholders shall repay their debts owed to the company with the company shares they hold;
(7) Affiliated enterprises that have a significant impact on the company are listed overseas;
(8) Changes in autonomous accounting policies and accounting estimates that should be submitted to the shareholders’ meeting for review in accordance with relevant regulations;
(9) Plan to supplement working capital with idle raised funds exceeding 10% of the net raised funds;
(10) The company adjusts or changes its profit distribution policy;
(11) Other matters that have a significant impact on the interests of public shareholders;
(12) Other matters required by the China Securities Regulatory Commission and stock exchanges to adopt online voting and other methods.
The company should publicize and explain the proposals to small and medium-sized investors through various forms, and publish at least one indicative announcement of the shareholders' meeting within three trading days before the shareholders' meeting. Shareholders can attend the shareholders' meeting in person and exercise their voting rights, or they can entrust others to attend on their behalf and exercise their voting rights within the scope of authorization.
Article 54 When the company convenes a shareholders’ meeting, the company will hire a lawyer to issue legal opinions on the following issues and make an announcement:
(1) Whether the convening and convening procedures of the meeting comply with laws, administrative regulations, and these Articles of Association;
(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid;
(4) Legal opinions on other relevant issues at the request of the company.
Section 3 Convening of Shareholders’ Meeting
Article 55 The board of directors shall convene the shareholders’ meeting on time within the prescribed time limit.
With the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten 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 five days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it will explain the reasons and make an announcement.
Article 56 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 to convene an extraordinary shareholders' meeting within ten days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a notice to convene the shareholders' meeting within 5 days after making the board resolution. Any changes to the original proposal in the notice must be approved by the audit committee.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.
Article 57 Shareholders who individually or collectively hold more than 10% of the company's shares (including preference shares with restored voting rights, etc.) 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, in accordance with the provisions of laws, administrative regulations and these Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten days after receiving the request.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five 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 ten days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares (including preference shares with restored voting rights, etc.) 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 five days of receiving the request. Any changes to the original proposal in the notice must be approved by the relevant shareholders.
If the audit committee fails to issue a shareholders' meeting notice within the prescribed period, it will be deemed that the audit committee has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares (including preference shares with restored voting rights, etc.) for more than 90 consecutive days may convene and preside over the meeting on their own.
Article 58 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the stock exchange.
Before the resolution of the shareholders' meeting is announced, the proportion of shares held by the convening shareholders (including preference shares with restored voting rights, etc.) shall not be less than 10%.
The convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the shareholders' meeting and announcing the resolutions of the shareholders' meeting.
Article 59: The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves.
The board of directors shall provide a list of shareholders on the equity registration date.
Article 60 For a shareholders' meeting convened by the audit committee or shareholders themselves, the company shall bear the necessary expenses for the meeting.
Section 4 Proposals and Notices of Shareholders’ Meeting
Article 61 The content of the proposal shall fall within the scope of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and these Articles of Association.
Article 62 When the 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 (including preference shares with restored voting rights, etc.) have the right to submit proposals to the company.
Shareholders who individually or collectively hold more than 1% of the company's shares (including preference shares with restored voting rights, etc.) may submit a temporary proposal ten 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 two 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 Article 61 of the Articles of Association shall not be voted on and resolutions made by the shareholders' meeting.
Article 63 The convener will notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify all shareholders by means of an announcement 15 days before the meeting.
When the company calculates the starting period, it does not include the day of the meeting.
Article 64 The notice of shareholders’ meeting shall include the following contents:
(1) Time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in clear words: All ordinary shareholders (including preference shareholders whose voting rights have been restored), shareholders holding special voting shares and other shareholders have the right to attend the shareholders' meeting, and may entrust a written proxy to attend the meeting and participate in voting. The shareholder's proxy does not have to be a shareholder of the company;
(4) Equity registration date of shareholders who have the right to attend the shareholders’ meeting;
(5) Name and telephone number of the permanent contact person for conference affairs;
(6) Voting time and voting procedures online or by other means.
The start time of online or other voting methods at the shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 pm on the day when the on-site shareholders' meeting ends.
The interval between the equity registration date and the meeting date shall not be more than seven working days. Once the equity registration date is confirmed, it cannot be changed.
Article 65 If the shareholders’ meeting intends to discuss the election of directors, the shareholders’ meeting notice will fully disclose the detailed information of the director candidates, including at least the following:
(1) Educational background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;
(3) Disclose the number of shares held in the company;
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange.
Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.
Article 66: After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least two working days before the original date.
Section 5: Convening of Shareholders’ Meeting
Article 67 The company's board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders' meeting.
Measures 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 68 All ordinary shareholders (including preference shareholders whose voting rights have been restored), shareholders holding shares with special voting rights and other shareholders or their agents who are registered on the equity registration date are entitled 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 69 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid certificate or certificate that can indicate his or her identity; if he or she attends the meeting on behalf of another person, he or she shall present his or her valid ID card or a shareholder's power of attorney.
Legal person shareholders shall be represented by their legal representative or an agent entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate that proves his or her qualifications as a legal representative; if an agent attends the meeting, the agent shall present his/her identity document and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law.
Article 70 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the client, the type and number of shares of the company held;
(2) The name of the agent;
(3) Specific instructions from shareholders, including instructions to vote in favor, against or abstain from voting on each matter included in the agenda of the shareholders’ meeting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the principal.
If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.
Article 71 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document, and the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting.
Article 72 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.
Article 73 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of voting shares they hold.
Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 74 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and accept inquiries from shareholders.
Article 75 The shareholders’ meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors is unable or fails to perform his duties, the vice chairman shall preside over the meeting; when the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
The shareholders' meeting convened by the audit committee shall be presided over by the convener of the audit committee. When the Audit Committee is unable or fails to perform its duties, it shall be chaired by an Audit Committee member jointly elected by more than half of the Audit Committee members.
A shareholders' meeting convened by shareholders themselves shall be presided over by the convener or his elected representative.
When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure and makes it impossible to continue the shareholders' meeting, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
Article 76 The company shall formulate rules of procedure for the shareholders' meeting, specifying in detail the convening, convening and voting procedures of the shareholders' meeting, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the principles for authorization of the board of directors at the shareholders' meeting, and the authorization content shall be clear and specific. The rules of procedure of the shareholders' meeting shall be included in the company's articles of association or as an annex to the articles of association, and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 77 At the annual shareholders' meeting, the board of directors shall make a report to the shareholders' meeting on its work over the past year. Each independent director should also make a performance report.
Article 78 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.
Article 79 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration.
Article 80 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:
(1) Meeting time, location, agenda and name of the convener;
(2) The names of the host of the meeting and the directors and senior managers who attended or attended the meeting;
(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations
(6) Names of lawyers, counters, and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in this charter.
Article 81 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives and meeting presiding officers who attend or attend the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders attending the meeting, the power of attorney of the proxy attending, and the valid information on voting status online and by other means, and shall be kept for a period of ten years.
Article 82 The convener shall ensure that the shareholders’ meeting will be held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is located.
Section 6 Voting and Resolutions of Shareholders’ Meeting
Article 83 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions. Ordinary resolutions made by the shareholders' meeting shall be passed by more than one-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.
Article 84 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:
(1) Work report of the board of directors;
(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;
(3) Appointment and removal of board members and their remuneration and payment methods;
(4) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or these Articles of Association.
Article 85 The following matters shall be passed by the shareholders' meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) The division, merger, dissolution and liquidation of the company;
(3) Modification of this Articles of Association;
(4) The amount of the company’s purchases and sales of major assets or provision of guarantees to others within one year exceeds 30% of the company’s latest audited total assets;
(5) Equity incentive plan;
(6) Adjust or change the profit distribution policy;
(7) Other matters stipulated in laws, administrative regulations and these Articles of Association, as well as those determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.
Article 86 Shareholders shall exercise their voting rights based on the number of voting shares they represent, and each share shall be entitled to one vote, except class shareholders.
When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of individual vote counting should be disclosed to the public in a timely manner.
The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present.
The board of directors, independent directors and shareholders who meet relevant prescribed conditions may publicly solicit shareholder voting rights. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Companies are not allowed to impose minimum shareholding ratio restrictions on the solicitation of voting rights.
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 company’s related-party transactions shall follow the following basic principles:
(1) Comply with the principle of good faith;
(2) If related parties have voting rights at the shareholders’ meeting, they should avoid voting;
(3) Directors who have any interest in related parties should recuse themselves when the board of directors votes on the matter;
(4) The company's board of directors should judge whether the related transaction is beneficial to the company based on objective standards and hire professional consultants when necessary.
Article 89 When the shareholders' meeting considers related matters related to 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.
When related party transactions are reviewed at the shareholders' meeting, related shareholders should take the initiative to explain the situation to the shareholders' meeting and make it clear that they will not participate in voting. If a shareholder does not take the initiative to explain the relationship and abstain from voting, other shareholders may require it to explain the situation and abstain. After the shareholders' meeting, if other shareholders discover that a related shareholder should have recused themselves but failed to do so, or the shareholder has objections to whether disqualification should be applied, they have the right to sue the People's Court for relevant resolutions in accordance with the relevant provisions of these Articles of Association.
Article 90 On the premise of ensuring that the shareholders' meeting is legal and effective, the company shall provide convenience for shareholders to participate in the shareholders' meeting through various methods and channels, including providing online voting platforms and other modern information technology means. The company's controlling shareholders and actual controllers shall not restrict or obstruct small and medium-sized investors from exercising their voting rights in accordance with the law, and shall not damage the legitimate rights and interests of the company and small and medium-sized investors.
Article 91 When the shareholders' meeting elects directors, the list of director candidates shall be submitted to the shareholders' meeting for voting by the board of directors in the form of a proposal.
When the shareholders' meeting votes on the election of directors, a cumulative voting system can be implemented. When the shareholders' meeting elects two or more independent directors, a cumulative voting system shall be implemented.
If a company's single shareholder and its persons acting in concert hold 30% or more of the company's shares, a cumulative voting system shall be adopted.
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.
Article 92 Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a single proposal. The board of directors shall announce to shareholders the resumes and basic information of the director candidates.
The board of directors and shareholders individually or jointly holding more than 1% of the company's issued shares have the right to propose nominations for director candidates to the board of directors. The board of directors and shareholders individually or jointly holding more than 1% of the company's issued shares may propose independent director candidates. The board of directors shall conduct a qualification review of the nominee and make a decision on whether to submit the nomination to the shareholders' meeting. When the review is passed, the board of directors shall submit a proposal to the shareholders' meeting in the form of a resolution; when making a decision not to submit a proposal to the shareholders' meeting, the board of directors shall explain the reasons.
Article 93 When cumulative voting is adopted, each share held by a voting shareholder has voting rights equal to the total number of directors to be elected. The total number of voting rights held by each shareholder is equal to the number of shares held multiplied by the number of directors to be elected. Shareholders can either concentrate all their voting rights to elect one person, or they can disperse their voting rights to elect several people.
The number of votes obtained by an elected director shall exceed 50% (inclusive) of the total number of shares held by shareholders present at the shareholders' meeting. If the number of directors elected at the shareholders' meeting is less than the number of directors to be elected, or if multiple candidates receive the same votes but only one can be elected as a director, another vote should be held for the vacant seats until all the directors to be elected are elected. When voting is held again, the total number of voting rights held by each shareholder participating in the vote is equal to the number of shares held by the shareholder multiplied by the number of directors to be elected.
When cumulative voting is adopted to elect directors, independent directors and non-independent directors should be elected and voted separately.
Unfinished matters regarding the implementation of cumulative voting shall be resolved through consultation between the host of the meeting and the shareholders present at the meeting. If consensus cannot be reached, the decision will be made based on the opinions passed by more than half of the voting rights held by the shareholders present at the meeting.
Article 94 In addition to the cumulative voting system, the shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, they will vote in the order in which the proposals are submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting will not shelve proposals or refrain from voting.
Article 95 When the shareholders' meeting considers the proposal, no modifications will be made to the proposal. Otherwise, the relevant changes shall be regarded as a new proposal and cannot be voted on at this shareholders' meeting.
Article 96 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 97 The shareholders' meeting shall vote by registered vote.
Article 98 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 matter under consideration has an interest in shareholders, the relevant shareholders and agents shall not participate in the counting or supervision of votes.
When shareholders vote on a proposal, lawyers and shareholder representatives shall be 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 minutes of the meeting.
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 99 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 100 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain. The securities registration and clearing institution, 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 101 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 102 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of voting shares held and their proportion to the total number of voting shares of the company, the voting method, the voting results of each proposal and the details of each resolution passed.
Article 103 If the meeting proposal is not adopted, or if this shareholders’ meeting changes the resolution of the previous shareholders’ meeting, a special reminder should be made in the announcement of the resolution of the shareholders’ meeting.
Article 104: If the shareholders' meeting passes the relevant director election proposal, the new director will take office on the day the shareholders' meeting reviews and approves the proposal.
Article 105: 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 two months after the conclusion of the shareholders' meeting.
Chapter 5 Board of Directors
Section 1 Directors
Article 106. Directors of a company are natural persons. Anyone who falls under any of the following circumstances cannot serve as a director of a company:
(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 five years, and he is sentenced to probation, the probation period has not expired for two years;
(3) Serving as a director, director, or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bearing personal responsibility, and it has not been more than three years since the company or enterprise was revoked of its business license or ordered to close;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
(6) Being banned from the securities market by the China Securities Regulatory Commission and the time limit has not expired;
(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of 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. Non-independent directors of the company should meet the following conditions at the same time:
(1) Holding company shares for 5 consecutive years or more;
(2) Be familiar with the company and possess relevant fields in the biopharmaceutical industry (5 years of experience in management positions above mid-level in the biopharmaceutical industry);
(3) Be familiar with the basic operating standards of listed companies, and be familiar with relevant laws, regulations and departmental rules.
(4) Have good conduct, no serious bad habits, and no bad personal credit record. Article 107 Directors shall be elected or replaced by the shareholders' meeting for a term of three years. Directors may be re-elected upon expiration of their term of office.
Before the expiration of a director's term of office, the shareholders' meeting shall not remove him from office without reason.
The term of office of a director shall be calculated from the date of taking office until the expiration of the term of the current board of directors. If a director's term of office expires and is not re-elected in time, until the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association.
Directors may concurrently serve as senior managers, but the total number of directors who concurrently serve as senior managers and directors who are employee representatives shall not exceed one-half of the total number of directors of the company.
During each term of the board of directors, the number of directors to be re-elected (including removal, addition, replacement, etc.) shall not exceed one-fourth of the number of directors stipulated in the articles of association. However, during this period, except for the situation where the sum of the number of directors who can no longer serve as directors of the company due to resignation of directors according to law exceeds the aforementioned ratio.
Article 108 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits.
Directors have the following duties of loyalty to the company:
(1) Shall not take advantage of his or her authority to accept bribes or other illegal income;
(2) Not to misappropriate company property or misappropriate company funds;
(3) Company assets or funds shall not be stored in accounts opened in their own names or in the names of other individuals;
(4) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the board of directors or the shareholders' meeting in accordance with the provisions of these Articles, no contract or transaction may be made directly or indirectly with the company;
(5) No one shall take advantage of his or her position to seek business opportunities belonging to the company for himself or others, unless the report is reported to the board of directors or the shareholders' meeting and passed by the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with laws, administrative regulations or the provisions of these articles of association;
(6) Without reporting to the board of directors or the shareholders' meeting and passing the resolution of the shareholders' meeting, no business of the same type as that of the company may be operated for oneself or for others;
(7) You shall not accept commissions from other people’s transactions with the company and keep them as your own;
(8) Company secrets shall not be disclosed without authorization;
(9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association. The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.
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 relationships with directors or senior managers, enter into contracts or conduct transactions with the company, the provisions of paragraph 2 of this Article shall apply.
(4) Provisions.
Article 109 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 expected of managers in performing their duties for the best interests of the company.
Directors have the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;
(2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(4) Written confirmation opinions should be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(5) Relevant information and information shall be truthfully provided to the Audit Committee and shall not hinder the Audit Committee from exercising its powers;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
Article 110 If a director fails to attend in person or entrust other directors to attend board meetings for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.
Article 111 A director may resign before the expiration of his term of office. Directors who resign must submit a written resignation report to the company. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within two trading days.
If the number of members of the company's board of directors falls below the legal minimum due to the resignation of a director, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director takes office.
Except for the circumstances listed in the preceding paragraph, a director's resignation shall take effect when the resignation report is delivered to the board of directors.
Article 112 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically terminated after the end of his term, but will remain valid within the following reasonable periods:
His or her obligation to keep the company's trade secrets confidential will remain valid after the end of his or her term of office until the secrets become public information; the duration of other obligations shall be determined based on the principle of fairness, depending on the length of time between the occurrence of the incident and departure from office, and the circumstances and conditions under which the relationship with the company ends.
The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation.
Article 113 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 114 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors.
When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.
Article 115 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.
Article 116 Independent directors shall comply with the relevant provisions of laws, administrative regulations and departmental rules.
For independent directors who do not have the qualifications or abilities of independent directors, fail to perform their duties independently, or fail to safeguard the legitimate rights and interests of the company and small and medium-sized investors, shareholders who individually or collectively hold more than 1% of the company's shares may challenge the independent directors or propose removal to the company's board of directors. The questioned independent director should promptly explain the matter questioned and disclose it. The company's board of directors should promptly convene a special meeting to discuss the matter after receiving relevant questions or removal proposals, and disclose the results of the discussion.
Section 2 Board of Directors
Article 117 The company shall have a board of directors, which shall be responsible to the shareholders' meeting.
Article 118 The board of directors shall consist of nine directors, of which independent directors shall be no less than one-third of the board of directors, and at least one of the independent directors shall be an accounting professional. There shall be one chairman, one vice chairman and one employee director.
The company's board of directors has established special committees such as strategy, auditing, nomination, remuneration and assessment, etc., and formulates and discloses the rules of procedure of the special committees. The company may establish other special committees in the board of directors according to the resolution of the shareholders' meeting. Special committees are responsible and report to the company's board of directors.
The members of each special committee of the board of directors shall be composed of no less than three directors. The members of the special committee shall be nominated by the chairman of the board of directors or more than half of the independent directors or more than one-third of all directors, and shall be elected by the board of directors. The chairman (convener) of each special committee shall be elected by more than half of the members of each special committee. Among them, independent directors shall account for more than half of the audit committee, nomination committee, and remuneration and assessment committee, and independent directors shall serve as chairman (convener). The members of the audit committee shall be directors who do not serve as senior managers of the company, and the chairman (convener) shall be an accounting professional.
The Strategy Committee of the Board of Directors is mainly responsible for studying and making recommendations on the company's long-term development strategies and major investment decisions.
The Audit Committee of the Board of Directors is mainly responsible for guiding and supervising the work of the company's internal audit department, evaluating and verifying the company's external audit work, reviewing the company's internal control system, and reviewing the company's financial information and its disclosure.
The Nomination Committee of the Board of Directors is mainly responsible for formulating the selection criteria and procedures for the company's directors and senior managers, searching for candidates, making selections and making recommendations.
The Remuneration and Appraisal Committee of the Board of Directors is mainly responsible for formulating and conducting assessment standards for the company’s directors and members of the operating team; responsible for formulating and reviewing the remuneration policies and plans for the company’s directors and members of the operating team.
The responsibilities of other special committees of the board of directors are determined by the resolution of the shareholders' meeting establishing the special committee.
Article 119 The board of directors shall exercise the following powers:
(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Determine the company’s business plan and investment plan;
(4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(6) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, mergers, divisions, dissolutions, and changes to the company’s form;
(7) Decide on the company’s external investments, acquisition and sale of assets, asset mortgages, external guarantees, related transactions and other matters within the scope authorized by the shareholders’ meeting;
(8) Decide on the establishment of the company’s internal management organization;
(9) Appoint or dismiss the company’s general manager, secretary to the board of directors, and audit director; appoint or dismiss the company’s deputy general manager, director and other senior management personnel based on the nomination of the general manager, and decide on their remuneration, rewards and punishments;
(10) Formulate the company’s basic management system;
(11) Formulate amendment plans to this Articles of Association;
(12) Management company information disclosure matters;
(13) Propose to the shareholders’ meeting to hire or change the accounting firm for the company’s audit;
(14) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(15) Other powers granted by laws, administrative regulations, departmental rules or this Charter.
Article 120 The company's board of directors shall explain to the shareholders' meeting the audit report on the non-standard audit opinion issued by a certified public accountant on the company's financial report.
Article 121 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making.
The rules of procedure for the board of directors shall be included in the company's articles of association or as an annex to the company's articles of association, and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 122 The board of directors shall determine the authority over matters such as external investment, purchase or sale of assets, and establish strict review and decision-making procedures. The board of directors’ decision-making authority over matters such as the company’s external investment, venture capital, purchase or sale of assets, asset mortgages and pledges, external guarantees, external provision of financial assistance, external donations of cash and assets, and related-party transactions are as follows:
(1) The board of directors’ decision-making authority for external investments (including equity investments) within the company’s main business scope is: external investments with a single amount and the cumulative amount of the exercise of such decision-making power in the same accounting year is more than 5% but less than 50% of the company’s audited total assets in the most recent period (the most recent period in this Article refers to the most recent accounting year).
The board of directors’ decision-making authority on matters such as external investments (excluding venture capital) that are not within the scope of the main business is: the decision-making power for a single amount accounting for more than 3% but less than 30% of the company’s latest audited total assets, and the cumulative amount of the board of directors’ exercise of such decision-making power in the same fiscal year accounting for more than 5% but less than 50% of the company’s latest audited total assets;
If the above-mentioned investment matters involve the use of funds raised from the issuance of securities for investment, they must be approved by the shareholders' meeting.
(2) The board of directors’ decision-making authority over the company’s venture investments is: venture investments with an amount of less than RMB 50 million. If the amount of venture capital exceeds RMB 10 million, the company shall disclose relevant information in a timely manner; if the amount exceeds RMB 50 million, it shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors. The above amounts are calculated based on the amount incurred. If the cumulative amount incurred within 12 consecutive months reaches the above standards, the company should also perform the corresponding approval procedures and information disclosure obligations.
The company's audit committee should conduct a prior review of venture investments, inspect the progress of all venture investment projects at the end of each fiscal year, and promptly report projects that fail to achieve expected benefits to the company's board of directors.
If the China Securities Regulatory Commission and the Shenzhen Stock Exchange have other regulations on corporate venture capital, those regulations shall prevail;
(3) The decision-making authority of the board of directors to purchase or sell assets is: when the company has a transaction of "purchasing or selling assets", the higher of the total assets and the transaction amount shall be used as the calculation standard, and shall be calculated cumulatively within twelve consecutive months according to the type of transaction. The cumulative calculated amount accounts for more than 10% but less than 30% of the company's audited total assets in the most recent fiscal year (those that have performed relevant obligations in accordance with regulations will no longer be included in the relevant cumulative calculation range.), or a single amount accounts for the company's audited total assets in the most recent fiscal year. If it exceeds 3% and the cumulative calculated amount is less than 10% of the company's audited total assets in the most recent fiscal year, it shall be reviewed and approved by the board of directors.
The above-mentioned "purchase or sale of assets" does not include the purchase of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operations. However, the acquisition and sale of such assets in asset replacement are still included.
(4) The board of directors’ decision-making authority over the company’s credit loans and guaranteed loans is: within the scope of the company’s debt ratio not exceeding 50%, to review and approve corporate credit loans and guaranteed loan matters not exceeding 500 million yuan; within the scope of the company’s debt ratio 50%-70%, to review and approve company credit loans and guaranteed loan matters not exceeding 200 million yuan (except for situations where guaranteed loans require the approval of the shareholders’ meeting).
(5) Other external guarantee matters other than the external guarantees stipulated in this Article of Association that must be submitted to the shareholders' meeting for review and approval; the company's deliberation authority for providing mortgages and pledges of its own assets to external parties shall be treated equally as external guarantees;
(6) The board of directors’ decision-making authority over the company’s external financial assistance:
External financial assistance matters that meet the following conditions shall be reviewed by the board of directors: the single amount is less than 10% of the company's latest audited net assets; the accumulated amount of the board of directors' exercise of such decision-making power within twelve consecutive months is less than 30% of the company's latest audited total assets; the total amount of such decision-making rights of the company and its controlled subsidiaries is less than 50% of the company's latest audited net assets; the asset-liability ratio is less than 50% of the company's latest audited net assets. Financial assistance will be provided to 70% of the funding recipients, and any amount exceeding the above amount shall be submitted to the company's shareholders' meeting for review.
The company shall not provide financial assistance to controlling shareholders, actual controllers and their affiliates, company directors, senior managers and their affiliates.
If any violation of the above approval authority and review procedures causes losses to the company, the person directly responsible shall bear liability for compensation.
(7) The board of directors’ decision-making authority over the company’s donation of cash or assets to external parties is:
The company's single external donation amount exceeds RMB 500,000 or the cumulative amount within a fiscal year does not exceed RMB 10 million.
(8) The decision-making authority of the board of directors on the company's related-party transactions is: related-party transactions that do not meet the requirements of laws, administrative regulations, relevant documents of the China Securities Regulatory Commission and the "Shenzhen Stock Exchange Stock Listing Rules" and other requirements that must be submitted to the shareholders' meeting for review and approval shall be reviewed and approved by the board of directors; however, the amount of transactions between the company and related natural persons is less than RMB 300,000, and the amount of transactions with related legal persons is less than RMB 3 million or accounts for the absolute value of the company's audited net assets in the most recent fiscal year. Related transactions of less than 0.5% (whichever is higher) are excluded. If the company conducts the same related-party transaction in batches within 12 consecutive months, it shall be calculated based on the cumulative number of transactions during this period.
If the matters reviewed and approved by the above-mentioned board of directors are matters that must be reviewed and decided by the shareholders' meeting according to laws and regulations, relevant rules of the Shenzhen Stock Exchange, company articles of association, rules of procedure of the shareholders' meeting and other relevant systems, the relevant matters shall be submitted to the shareholders' meeting for review and decision-making in the form of a proposal.
Article 123 The chairman and vice-chairman shall be the directors of the company and shall be elected by more than half of all directors.
Article 124 The chairman of the board of directors shall exercise the following powers:
(1) Preside over shareholders’ meetings and convene and preside over board meetings;
(2) Supervise and inspect the implementation of board resolutions;
(3) Sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(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) Transaction approval and other financial decision-making rights stipulated in this Articles of Association;
(6) Other powers authorized by the board of directors.
The chairman’s authority to approve various transactions of the company and other related financial decisions:
(1) External investments (including equity investments) within the main business scope of which a single amount is approved and the cumulative amount of the exercise of such decision-making rights in the same accounting year is less than 5% of the company's latest audited total assets.
Approval of external investments within the scope of non-main business (excluding venture capital) with a single amount less than 3% of the company's most recent audited total assets, and the cumulative amount of such decision-making rights exercised in the same fiscal year accounts for less than 5% of the company's most recent audited total assets.
(2) Approval of matters involving the company's purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operations, including those incurred due to asset replacement) with a single amount accounting for more than 0.5% but less than 3% of the company's audited total assets in the most recent fiscal year, and the cumulative purchase or sale of assets for twelve consecutive months is less than 5% of the company's audited total assets for the most recent fiscal year, or the cumulative purchase or sale of assets for twelve consecutive months accounts for the company's audited total assets for the most recent fiscal year. Matters exceeding 5% but less than 10% (if relevant obligations have been fulfilled in accordance with regulations, they will no longer be included in the relevant cumulative calculation range);
(3) Within the scope of the company's asset-liability ratio not exceeding 50%, within the credit limit or guaranteed loan amount approved by the shareholders' meeting or the board of directors in accordance with the prescribed authority, decide on the implementation of a single loan amount of more than 50 million yuan (except when the company provides guarantees that require approval by the shareholders' meeting or the board of directors);
(4) Decide on related transactions involving less than RMB 300,000 with related natural persons and less than RMB 3 million with related legal persons involved in the company, as well as other related transactions beyond the deliberation authority of the shareholders' meeting and the board of directors;
(5) If the company’s single external donation exceeds RMB 300,000 and does not exceed RMB 500,000, the donation plan shall be approved by the general manager and then submitted to the chairman for approval and reported to the board of directors for record;
(6) Fund payment and financial expenditure matters that are within the scope of the annual financial budget approved by the shareholders’ meeting or the project budget approved by the board of directors and involve the implementation of a project with a single amount of more than 50 million yuan shall be reported to the chairman of the board for approval and decision after review by the general manager;
(7) Other authorizations for the chairman of the board of directors approved by more than half of all directors.
The chairman of the board of directors shall perform his duties in accordance with the Articles of Association and the powers granted by the board of directors. When the chairman of the board of directors exercises his powers within the scope of his duties (including authorization), he should be in line with the interests of the company, carry out operations and investment decision-making procedures in accordance with the company's rules and regulations, and disclose in accordance with information disclosure standards. Matters that may have a significant impact on the company's operations should be carefully decided and submitted to the board of directors for collective decision-making when necessary. The chairman of the board of directors shall promptly inform other directors of the implementation status of authorized matters.
If the matters involved exceed the scope of its authorization or are matters that must be reviewed and decided by the board of directors or shareholders' meeting according to laws and regulations, relevant rules of the Shenzhen Stock Exchange, company articles of association, rules of procedures for shareholders' meetings, rules of procedures for board of directors and other relevant systems, the relevant matters should be submitted to the board of directors and shareholders' meeting for review and decision-making in the form of proposals.
Article 125 The Vice Chairman assists the Chairman in his work. If the Chairman is unable or fails to perform his duties, the Vice Chairman shall perform his duties; if the Vice Chairman is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 126 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 ten days before the meeting.
Article 127 Under any of the following circumstances, the board of directors shall convene an extraordinary meeting:
(1) When proposed by shareholders representing more than one-tenth of the voting rights;
(2) When more than one-third of the directors jointly propose the proposal;
(3) When proposed by the audit committee;
(4) When the chairman deems it necessary;
(5) When more than half of the independent directors propose;
(6) When proposed by the general manager;
(7) When required by the securities regulatory authorities.
Article 128 The method of notification of the extraordinary board meeting of the board of directors shall be: telephone, email or written fax; the notification time limit shall be: five days.
If special circumstances arise that require the board of directors to make an immediate resolution, for the benefit of the company and shareholders, the board of directors may convene an extraordinary meeting without being subject to the notification time limit in the preceding paragraph, and the convener shall make an explanation at the meeting.
Article 129 The notice of board meeting shall include the following contents:
(1) Meeting date and location;
(2) Meeting period;
(3) Reasons and issues;
(4) Date of issuance of notice.
Article 130 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors.
The voting on resolutions of the board of directors shall be based on one person, one vote.
When the board of directors considers proposals for guarantee matters within the decision-making authority of the board of directors, it shall obtain the consent of more than two-thirds of the directors present at the board meeting and the consent of more than two-thirds of all independent directors. If the resolution exceeds the decision-making authority of the board of directors, it must be reported to the shareholders' meeting for review and approval. The company shall not provide external guarantees without the approval of the board of directors or shareholders' meeting.
Article 131 If a director has a related relationship with an enterprise or individual involved in the matters resolved at the board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than three, the matter shall be submitted to the shareholders' meeting for review.
Article 132 The voting method for resolutions of the board of directors is: voting by show of hands or voting. On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held and resolutions can be made by email, telephone, fax and other communication methods, and must be signed by the participating directors.
Article 133 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may entrust another director in writing to attend on his behalf. The power of attorney shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
Article 134 The board of directors shall keep minutes of its decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.
The minutes of board of directors meetings are kept as company files. The retention period of meeting minutes is ten years.
Article 135 The minutes of board meetings shall include the following contents:
(1) The date, place and name of the convener of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).
Section 3 Independent Directors
Article 136 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, stock exchanges and these Articles of Association, play a role in decision-making, supervision and balance, and professional consulting in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.
Article 137 Independent directors must maintain their independence. The following persons are not allowed to serve as independent directors:
(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;
(2) Directly or indirectly hold more than 1% of the company’s issued shares or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of the company;
(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions among the top five shareholders of the company and their spouses, parents, and children;
(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;
(5) Persons who have major business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or persons who work in units with major business dealings and their controlling shareholders or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;
(7) Persons who have had the circumstances listed in items (1) to (6) in the past twelve months;
(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
The subsidiaries of the company's controlling shareholders and actual controllers in items (4) to (6) of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations.
Independent directors should conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent directors every year and issue special opinions, which should be disclosed at the same time as the annual report.
Article 138 To serve as an independent director of a company, one must meet the following conditions:
(1) Qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(2) Meet the independence requirements stipulated in this Articles of Association;
(3) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;
(4) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent director;
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
Article 139 As a member of the board of directors, independent directors have the duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:
(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;
(2) Supervise potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers, and protect the legitimate rights and interests of small and medium-sized shareholders;
(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;
(4) Other duties stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 140 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 require 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 141 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:
(1) Related transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 142 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors. The company holds special meetings of independent directors regularly or irregularly. The matters listed in Items (1) to (3) and Article 141 of Paragraph 1 of Article 140 of the Articles of Association shall be reviewed by special meetings of independent directors.
Special meetings of independent directors can study and discuss other matters of the company as needed.
Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.
Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.
The company provides convenience and support for the convening of special meetings of independent directors.
Section 4 Special Committees of the Board of Directors
Article 143 The company's board of directors shall set up an audit committee. The members of the audit committee shall be nominated by the chairman of the board, more than 1/2 of the independent directors, and more than 1/3 of all directors, and shall be elected by the board of directors. They shall exercise the powers of the board of supervisors as stipulated in the Company Law.
The audit committee is composed of three directors who are not senior managers of the company. Employee representatives on the company's board of directors can become members of the audit committee. Among them, more than half of the independent directors should be convenered by accounting professionals. At least one independent director among the members should be a professional accountant.
Article 144 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:
Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
Hire or dismiss the accounting firm that handles the company's audit business;
Appoint or dismiss the company’s financial director;
Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
Laws, administrative regulations, China Securities Regulatory Commission regulations, Shenzhen Stock Exchange business rules and other matters stipulated in this Articles of Association.
Article 145 Audit Committee meetings are divided into regular meetings and extraordinary meetings. Regular meetings are held at least once every quarter. Extraordinary meetings can be held when two or more members propose or 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 146 The company's board of directors shall set up other special committees such as strategy, nomination, remuneration and assessment, etc., to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The working procedures of special committees are formulated by the board of directors.
Article 147 The Strategy Committee shall consist of five directors, and the Chairman of the Company shall be the convener of the Strategy Committee. The main responsibility of the Strategy Committee is to study and make recommendations on the company's long-term development strategies and major investment decisions.
Article 148 The nomination committee shall consist of three directors, of which independent directors shall account for the majority and serve as the convener. The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Other matters stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the Shenzhen Stock Exchange and these Articles of Association.
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
Article 149 The members of the Remuneration and Appraisal Committee shall consist of five directors. Independent directors shall constitute the majority and serve as the convener. The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration determination mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the Shenzhen Stock Exchange and these Articles of Association.
If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Chapter 6 General Manager and Other Senior Management Personnel
Article 150 The company shall have a general manager, who shall be appointed or dismissed by the board of directors. The company has several deputy general managers and directors, who are appointed or dismissed by the board of directors.
The general manager, deputy general manager, director and secretary of the board of directors are the senior management personnel of the company.
Article 151 The provisions of this Articles of Association regarding the circumstances in which directors are prohibited from serving as directors and the resignation management system shall also apply to senior managers.
Article 108 of the Articles of Association concerning directors’ duty of loyalty and Article 109
(4) ~ (6) The provisions on diligence obligations also apply to senior managers.
Article 152 Persons who hold other positions other than directors in the controlling shareholder or actual controller of the company shall not serve as senior managers of the company.
Article 153 The term of office of the general manager is three years, and the general manager may be re-appointed and re-elected.
Article 154 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 director (except the audit director);
(7) Decide to appoint or dismiss management personnel other than those who shall be appointed or dismissed by the board of directors;
(8) Other powers granted by this Articles of Association or the Board of Directors.
The general manager attends board meetings.
Article 155 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation.
Article 156 The general manager’s working rules include the following contents:
(1) The conditions, procedures and participants for the general manager meeting;
(2) The specific responsibilities and division of labor of the general manager and other senior managers;
(3) 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 157 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 158 The deputy general manager and director (except the audit director) shall be nominated by the general manager and appointed by the board of directors. The deputy general manager and director (except the audit director) assist the general manager in his work.
Article 159 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ meetings and board of directors meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters.
The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, department rules and these articles of association.
Article 160 If a senior manager performs his duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation.
Senior managers who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.
Chapter 7 Financial Accounting System, Profit Distribution and Auditing
Section 1 Financial Accounting System
Article 161 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.
Article 162 The company shall submit annual financial accounting reports to the China Securities Regulatory Commission and the stock exchange within four months from the end of each fiscal year, submit semi-annual financial accounting reports to the CSRC offices and stock exchanges within two months from the end of the first six months of each fiscal year, and submit quarterly financial accounting reports to the China Securities Regulatory Commission offices and the stock exchange within one month from the end of the first three and nine months of each fiscal year.
The above-mentioned financial accounting reports are prepared in accordance with relevant laws, administrative regulations, China Securities Regulatory Commission and stock exchange regulations.
Article 163 The company will not maintain separate accounting books other than the statutory accounting books. The company's funds are not stored in accounts opened in any individual's name.
Article 164 When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits and put them into the company's statutory common reserve fund. If the cumulative amount of the company's statutory public reserve exceeds 50% of the company's registered capital, no further withdrawals may be made.
If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first use the current year's profits to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.
The remaining after-tax profits after the company has made up for its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association stipulate that distribution is not based on the proportion of shareholdings.
Article 165 If the shareholders' meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in violation of the regulations to the company; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation. The company's shares held by the company will not participate in the distribution of profits.
Article 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 capital. To make up for the company's losses from the public reserve fund, the discretionary public reserve fund and statutory public reserve fund shall be used first; if it still cannot be made up, the capital public reserve fund may be used in accordance with regulations. When the statutory reserve fund is converted to increase the registered capital, the remaining reserve fund shall not be less than 25% of the company's registered capital before the conversion.
Article 167: After the company's shareholders make a resolution on the profit distribution plan, or after the company's board of directors formulates a specific plan based on the next year's interim dividend conditions and upper limit reviewed and approved by the annual shareholders' meeting, the distribution of dividends (or shares) must be completed within two months.
Article 168 The company’s profit distribution policy and decision-making procedures are as follows:
(1) Principles of company profit distribution
The company should attach great importance to reasonable returns to investors, especially small and medium-sized investors, formulate a sustained and stable profit distribution policy, and distribute dividends to shareholders every year according to the prescribed proportion of the parent company’s distributable profits realized in the current year;
The company’s profit distribution policy maintains continuity and stability. After the profit distribution policy is determined, it shall not be adjusted at will to reduce the level of returns to shareholders.
The company's profit distribution policy should take into account the company's long-term interests, the overall interests of all shareholders and the company's sustainable development. The company should formulate a profit distribution plan based on the company's profitability, combined with the company's operating capital needs and shareholder return planning, social capital costs and external financing environment and other factors.
The company gives priority to the profit distribution method of cash dividends. If stock dividends are used for profit distribution, there should be real and reasonable factors such as the company's growth potential and the dilution of net assets per share.
The company's board of directors should comprehensively consider factors such as the characteristics of the company's industry, development stage, its own business model, profitability level, debt repayment ability, and whether there are major capital expenditure arrangements and investor returns, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in the company's articles of association:
(1) If the company is in a mature development stage and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;
(2) If the company is in a mature development stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;
(3) If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in the profit distribution should be at least 20%;
If the company's development stage is difficult to distinguish but it has major capital expenditure arrangements, it may be handled in accordance with the provisions of item 3 of the preceding paragraph.
(2) The company’s specific profit distribution policies are as follows:
1． Form of profit distribution: The company distributes dividends in the form of cash, stocks, or a combination of cash and stocks. If the company meets the conditions for profit distribution, it should make profit distribution every year, and the company can make mid-term profit distribution. If the company meets the conditions for cash dividends, it should also include cash dividends in its annual profit distribution plan.
- Specific conditions and proportions of cash dividends: When the following conditions are met, the company shall distribute dividends in cash. The profits distributed by the company in cash every year shall not be less than 10% of the distributable profits of the parent company realized in the current year, and the cumulative profits distributed by the company in cash in the past three years shall not be less than 30% of the average annual distributable profits realized by the parent company in the past three years. The specific conditions that cash dividends should meet are:
(1) After making up for losses and withdrawing statutory reserve funds in accordance with the law, the parent company has distributable profits and the company has sufficient cash flow, and the implementation of cash dividends will not affect the company's subsequent continued operations;
(2) The company has no major investment plans or major cash expenditures. Major investment plans or major cash expenditures refer to the following: the company’s planned cumulative expenditures on external investments, acquisitions of assets or equipment in the next twelve months reach or exceed 30% of the company’s audited net assets in the most recent fiscal year and exceed RMB 50 million (excluding raised capital projects).
(3) The audit institution issues a standard unqualified audit report on the company's financial report for the current year.
If the above conditions for cash dividends are not met, the company will not distribute cash dividends. Although the company meets the aforementioned conditions for cash dividends but has the following circumstances, it may not distribute cash dividends:
(1) There are unrecovered losses;
(2) When the company’s cash flow from operating activities is negative for two consecutive years;
(3) When the asset-liability ratio for the year exceeds 70% in the company's annual audit report. 3. Conditions for stock dividend distribution
(1) Conditions for stock dividend distribution: When the company is operating in good operating conditions and the board of directors believes that the company's stock price does not match the company's share capital and that issuing stock dividends is beneficial to the overall interests of all shareholders of the company, it may propose a stock dividend distribution plan provided that the above conditions for cash dividends are met.
(2) Stock dividend distribution should be implemented simultaneously with cash dividend distribution.
(3) Decision-making mechanism and procedures for profit distribution
The company's profit distribution policy and profit distribution plan are formulated by the audit committee of the company's board of directors, submitted to the company's board of directors for review, and submitted to the company's shareholders' meeting for approval.
When the company's board of directors formulates a profit distribution plan based on the established profit distribution policy, it needs to solicit the opinions of shareholders, especially public shareholders, and formulate a profit distribution plan based on the consideration of sustained, stable, and scientific returns to all shareholders.
The profit distribution plan should explain the use plan of the retained undistributed profits. If the company does not distribute cash dividends in the profit distribution plan, the board of directors should provide a special explanation on the specific reasons, the exact use of the company's retained earnings and expected investment income.
- When the board of directors formulates a specific plan for cash dividends, it should carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividends, conditions for adjustment and decision-making process requirements, etc. Independent directors have the right to express independent opinions if they believe that the specific plan for cash dividends may damage the rights and interests of listed companies or small and medium-sized shareholders. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, it shall record the opinions of independent directors and the specific reasons for not adopting them in the board resolution and disclose them. The board of directors should record in detail management suggestions, key points of speeches of participating directors, opinions of independent directors, voting status of the board of directors, etc., and form written records and keep them properly as company files.
The company's profit distribution plan must be approved by more than half of all directors, and the company's board of directors must form a special resolution before it can be submitted to the company's shareholders' meeting for review.
The company will provide multiple channels (telephone, fax, email, interactive platform, etc.) to communicate with shareholders, listen to shareholders’ suggestions on the company’s dividends, fully listen to the opinions and demands of small and medium-sized shareholders, respond to issues of concern to small and medium-sized shareholders in a timely manner, and effectively protect the rights of public shareholders to participate in shareholders’ meetings. The board of directors, independent directors and shareholders who individually or jointly hold more than 1% of the company's issued shares may solicit their voting rights for the company's profit distribution plan at the shareholders' meeting from other shareholders of the company.
When the company convenes the annual shareholders' meeting to review the annual profit distribution plan, it may review and approve the conditions, proportion limit, amount limit, etc. of the next year's interim cash dividend. The upper limit of the next year's interim dividend to be reviewed by the annual shareholders' meeting shall not exceed the net profit attributable to shareholders of the listed company during the corresponding period. The board of directors formulates a specific interim dividend plan based on the resolution of the shareholders' meeting and subject to the conditions for profit distribution.
The company's profit distribution plan shall be approved by a vote of more than half of the shares held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
(4) Implementation of profit distribution plan
Within two months after the shareholders’ meeting considers and approves the profit distribution plan, the board of directors must implement and complete the profit distribution plan.
If the company has a shareholder who illegally appropriates funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied.
(5) Changes in profit distribution policy
The company's profit distribution policy shall not be changed at will, and the cash dividend policy determined in the company's articles of association and the specific cash dividend plan reviewed and approved by the shareholders' meeting shall be strictly implemented.
In the event of force majeure such as war or natural disaster, or if the company's external operating conditions change and have a significant impact on the company's production and operations, the company may adjust the profit distribution policy.
In the process of revising the profit distribution policy, the board of directors should take the protection of shareholders' rights and interests as the starting point and fully listen to the opinions of shareholders (especially public shareholders). If the board of directors proposes to adjust or change the profit distribution policy, it should demonstrate and explain the reasons in detail, and the audit committee should issue special opinions on the proposal to adjust or change the profit distribution policy.
When the company makes adjustments to the use plan of retained undistributed profits, it should resubmit to the board of directors and shareholders' meeting for approval, and the reasons for the adjustment should be demonstrated and explained in detail in the relevant proposals.
- If it is really necessary to adjust or change the cash dividend policy specified in the company's articles of association, the conditions stipulated in the company's articles of association must be met. The board of directors must hold a special discussion, explain the reasons in detail, and submit a written argumentation report to the shareholders' meeting for review after being approved by more than half of all directors, and must be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting. When the shareholders' meeting considers changes in the profit distribution policy, online voting must be provided.
(6) Special provisions on information disclosure of profit distribution
The company should disclose the implementation of the profit distribution plan and cash profit distribution policy in the annual report and semi-annual report, and explain whether it complies with the provisions of the Articles of Association or the requirements of the resolution of the shareholders' meeting, whether the dividend standards and proportions are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, whether small and medium-sized shareholders have the opportunity to fully express their opinions and demands, whether the legitimate rights and interests of small and medium-sized shareholders are fully protected, etc. If the cash dividend policy is adjusted or changed, a detailed explanation of whether the conditions and procedures for adjustment or change are compliant and transparent, etc.
If the company's board of directors fails to make a cash profit distribution plan, the reasons should be disclosed in the regular report. It should also specifically explain the specific reasons for not distributing cash dividends, the exact use of the company's retained earnings, expected investment income, and the next steps to be taken to enhance investor returns. Matters such as this should be submitted to the shareholders' meeting for review and disclosed in the company's designated media.
Section 2 Internal Audit
Article 169 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 170 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 171 The internal audit institution shall be responsible to the board of directors.
The internal audit institution shall accept the supervision and guidance of the audit committee during the supervision and inspection of the company's business activities, risk management, internal control, and financial information. If the internal audit institution discovers relevant major issues or clues, it shall immediately report directly to the audit committee.
Article 172 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.
Article 173 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 174 The Audit Committee shall participate in the assessment of the person in charge of internal audit.
Section 3 Appointment of Accounting Firm
Article 175 The company shall employ an accounting firm that has obtained the "qualification to engage in securities-related business" to provide auditing of accounting statements, verification of net assets and other related consulting services. The term of appointment shall be one year and may be renewed.
Article 176 The company’s appointment and dismissal of accounting firms shall be decided by the shareholders’ meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.
Article 177 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 178 The audit fees of an accounting firm shall be determined by the shareholders' meeting.
Article 179 When the company dismisses or no longer re-appoints the accounting firm, it shall notify the accounting firm ten days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions. If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there are any improper circumstances in the company.
Chapter 8 Notices and Announcements
Section 1 Notice
Article 180 The company’s notice shall be issued in the following forms:
(1) Delivered by a dedicated person;
(2) Sent by email or written fax;
(3) By way of announcement;
(4) Other forms stipulated in this charter.
Article 181 If the notice issued by the company is made in the form of announcement, all relevant personnel shall be deemed to have received the notice once the announcement is made.
Article 182 The company shall notify the shareholders of the meeting by public announcement.
Article 183 The company shall notify the board of directors of the meeting by email or written fax.
Article 184 If a company notice is sent by person, the recipient shall sign (or seal) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company notice is sent by mail, the delivery date shall be the third working day from the date of delivery to the post office; if the company notice is sent by email, the date of delivery shall be the date when the notice is sent from the company mailbox to the email address of the recipient registered in the company; if the company notice is sent by announcement, the date of the first announcement shall be the date of delivery.
Article 185 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or such person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.
Section 2 Announcement
Article 186 The company may choose one of the Securities Times, China Securities Journal, Shanghai Securities News, and Securities Daily as the company’s designated disclosure media and cninfo.com (http://www.cninfo.com.cn/) as the media to publish company announcements and other information that needs to be disclosed.
Chapter 9 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation
Section 1 Merger, spin-off, capital increase and capital reduction
Article 187 A company may merge by absorption or merge with a new establishment in accordance with the law.
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 188 If the price paid for the merger of a company does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting, unless otherwise provided in these articles of association.
If a company merges in accordance with the provisions of the preceding paragraph without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.
Article 189 When a company merges, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within ten days from the date of making the merger resolution, and shall make an announcement on the designated media or the national enterprise credit information publicity system within thirty days. Creditors may require the company to pay off debts or provide corresponding guarantees within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if no notice is received.
Article 190 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 191 When a company is divided, its property shall be divided accordingly.
When a company is divided, a balance sheet and property list must be prepared. The company shall notify its creditors within ten days from the date of making the separation resolution, and shall make an announcement on the designated media or the national enterprise credit information publicity system within thirty days.
Article 192 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 193 When the company reduces its registered capital, it will prepare a balance sheet and property list.
The company shall notify creditors within ten days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement on the designated media or the national enterprise credit information publicity system within thirty days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if no notice is received.
When the company reduces its registered capital, each shareholder does not need to reduce its corresponding capital contribution in proportion to its shareholding ratio. The specific capital reduction plan, including but not limited to the choice of shareholders to reduce capital, the reduction of each shareholder's capital contribution and the adjustment of equity ratio, etc., shall be reviewed and approved by the shareholders' meeting through a special resolution.
Article 194 If the company still has losses after making up for its losses in accordance with the relevant provisions of these Articles of Association, 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 relevant provisions shall not apply, but an announcement shall be made on the designated media or the national enterprise credit information publicity system within thirty 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 195 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 196 When the company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless otherwise provided in the Articles of Association or the shareholders' meeting decides that shareholders have preemptive subscription rights.
Article 197 If a company is merged or divided and the registered items are changed, the change registration shall be handled with the company registration authority in accordance with the law; if the company is dissolved, the company cancellation registration shall be handled in accordance with the law; if a new company is established, the company establishment registration shall be handled 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 198 The company is dissolved for the following reasons:
(1) The business period stipulated in these articles of association expires or other reasons for dissolution stipulated in these articles of association occur;
(2) The shareholders’ meeting resolves to dissolve;
(3) Dissolution is required due to company merger or division;
(4) The business license has been revoked, ordered to close, or revoked in accordance with the law;
(5) If the company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the People's Court to dissolve the company.
If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the National Enterprise Credit Information Publicity System within 10 days.
Article 199 If a company falls under the circumstances of items (1) and (2) of the preceding article of this section and has not yet distributed property to its shareholders, it may continue to exist by amending its 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.
If the company is dissolved and liquidated due to the provisions of items (1), (2), (4) and (5) of the preceding article of this section, the board of directors shall be the liquidation obligor of the company and shall form a liquidation group to carry out liquidation within 15 days from the date of occurrence of the reasons for dissolution.
The liquidation committee shall be composed of directors, unless otherwise stipulated in the Articles of Association or another person shall be elected by resolution of the shareholders' meeting.
If 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 200 The liquidation committee shall exercise the following powers during the liquidation period:
(1) Clean up the company’s properties and prepare a balance sheet and property list respectively;
(2) Notify and announce creditors;
(3) Handle the company’s unfinished business related to liquidation;
(4) Pay the taxes owed and the taxes incurred during the liquidation process;
(5) Clearing claims and debts;
(6) Dispose of the company’s remaining property after paying off its debts;
(7) Participate in civil litigation activities on behalf of the company.
Article 201 The liquidation team shall notify creditors within ten days from the date of its establishment, and shall make an announcement on the designated media or the national enterprise credit information publicity system within sixty days. Creditors shall declare their claims to the liquidation committee within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if the notice is not received.
When declaring a creditor's right, a creditor shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims.
During the period of reporting claims, the liquidation team shall not pay off creditors.
Article 202 After clearing the company's assets and preparing a balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation.
The company's property is the remaining property after paying liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts respectively, and the company distributes the remaining property according to the proportion of shares held by shareholders.
During the liquidation period, the company continues to exist, but it cannot carry out business activities unrelated to the liquidation. 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 203 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 declaration of bankruptcy. After the People's Court accepts the bankruptcy application and the company is declared bankrupt by the People's Court, the liquidation team shall transfer the liquidation affairs to the bankruptcy administrator designated by the People's Court.
Article 204 After the liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration. Article 205 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 206: If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.
Chapter 10 Modification of the Articles of Association
Article 207 If any of the following circumstances occurs, the company shall amend its articles of association:
(1) After the Company Law or relevant laws and administrative regulations are revised, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations;
(2) The company's situation changes and is inconsistent with the matters recorded in the articles of association;
(3) The shareholders' meeting decides to amend the articles of association.
Article 208 If the amendments to the articles of association passed by the resolution of the shareholders' meeting should be reviewed and approved by the competent authority, they must be reported to the competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law. Article 209 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 210 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.
Chapter 11 Supplementary Provisions
Article 211 Interpretation
(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; or shareholders whose shares do not exceed 50%, but whose voting rights based on the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders' meeting.
(2) Actual controller refers to a natural person, legal person or other organization that, although not a shareholder of the company, can actually control the company's behavior through investment relationships, agreements or other arrangements.
(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests. However, state-controlled enterprises are related not only because they are also controlled by the state.
(4) "Single project" refers to a single external revenue and expenditure matter carried out by the company in accordance with the contract or regulations; "single project" refers to the same project implemented within a specific period or an overall implementation project that is composed of some sub-items but is organically determined by the budget or project establishment approved by the shareholders' meeting or the board of directors or other independent legal documents.
(5) The term "basic management system" as mentioned in this Articles of Association refers to internally binding management normative documents involving personnel, finance, materials, production, supply, sales, information, technology and other major areas in the company's organization, operation, and business implementation processes, as well as matters of importance to the company determined by the company's board of directors.
(6) The term "small and medium-sized investors" as mentioned in these Articles of Association refers to shareholders other than the following shareholders: 1. Directors and senior managers of listed companies; 2. Shareholders who individually or collectively hold more than 5% of the shares of a listed company.
Article 212 The board of directors may formulate detailed rules and regulations in accordance with the provisions of the articles of association, and the detailed rules and regulations shall not conflict with the provisions of the articles of association.
Article 213 These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that has been recently approved and registered by the Industrial and Commercial Administration Department of Changzhou City, Jiangsu Province shall prevail.
Article 214 The terms "above", "within" and "below" in this Article include the original number; "over", "less than", "beyond", "less than" and "more than" do not include the original number.
Article 215 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.
Article 216 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors.
Article 217 These Articles of Association shall come into effect from the date of approval by the shareholders’ meeting.
Changzhou Qianhong Biochemical Pharmaceutical Co., Ltd.
October 2025