/Jiu'an Medical: Articles of Association of Tianjin Jiu'an Medical Electronics Co., Ltd. (November 2025)

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Jiu'an Medical: Articles of Association of Tianjin Jiu'an Medical Electronics Co., Ltd. (November 2025)

Shenzhen Stock Exchange

2025/11/29

Articles of Association of Tianjin Jiuan Medical Electronics Co., Ltd.

November 2025 (revised)

Chapter 1 General Provisions

Article 1 In order to safeguard the legitimate rights and interests of Tianjin Jiuan Medical Electronics Co., Ltd. (hereinafter referred to as the "Company"), shareholders, employees and creditors, and regulate the company's organization and behavior, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China and the Code of Governance of Listed Companies "Guidelines on the Articles of Association of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 1 - Standardized Operations of Main Board Listed Companies" and other relevant regulations, this "Articles of Association of Tianjin Jiuan Medical Electronics Co., Ltd." (hereinafter referred to as "the Articles of Association") is specially formulated.

Article 2 The company is a joint-stock limited company established in accordance with the Company Law and other relevant laws and administrative regulations.

The company was established by Coton (Tianjin) Electrical Appliance Co., Ltd. in accordance with the law and through an overall change. It was registered with the Tianjin Market Supervision and Administration Commission and obtained a business license. The unified social credit code is 911200006008904220.

Article 3 On May 17, 2010, the company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") with the "Reply on the Approval of the Initial Public Offering of Tianjin Jiu'an Medical Electronics Co., Ltd." No. 651 of the Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), and it was listed on the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") on June 10, 2010.

Article 4 The Chinese name of the company is: Tianjin Jiuan Medical Electronics Co., Ltd.

The company's English name is: Andon Health Co.,Ltd.

Article 5 Company address: No. 3 Jinping Road, Ya'an Road, Nankai District, Tianjin.

Postal code: 300190

Article 6 The company's registered capital is RMB 464,919,840.

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

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

If the chairman of the board of directors resigns, he shall be deemed to have resigned as the legal representative at the same time, and a new legal representative shall be determined within thirty days from the date of resignation of the legal representative.

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

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

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

Article 11 From the date of entry into force, these Articles of Association will 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. It is legally binding on the company, shareholders, directors, senior managers and other relevant responsible parties.

According to this Articles of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.

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

Chapter 2 Business Purpose and Scope

Article 13 The company’s business purpose is to create a first-class enterprise, serve family health, and maximize shareholder rights and company value.

Article 14 Upon approval and registration by the company registration authority, the company's business scope is: General items: production of Class I medical devices; sales of Class I medical devices; leasing of Class I medical devices; sales of Class II medical devices; leasing of Class II medical devices; research and development of mechanical equipment; sales of mechanical equipment; sales of electronic products; manufacturing of instruments; Instrument sales; wearable smart device manufacturing; wearable smart device sales; smart vehicle equipment manufacturing; smart vehicle equipment sales; information technology consulting services; technical services, technology development, technical consulting, technology exchange, technology transfer, technology promotion; software development; software sales; software outsourcing services; Internet data services ; Health consulting services (excluding diagnostic and treatment services); Import and export of goods; Import and export of technology; Sales of daily necessities; Sales of household appliances; Manufacturing of smart home consumer equipment; Sales of smart home consumer equipment; Sales of maternal and infant products; Sales of personal hygiene products; Sales of special chemical products (excluding hazardous chemicals); Manufacturing of Internet of Things equipment; Sales of Internet of Things equipment; sales of integrated circuits; sales of synthetic materials; information system operation and maintenance services; Internet sales (except for the sale of goods requiring licenses); sales of electronic components and electromechanical component equipment; sales of health food (prepackaged); sales of plastic products; investment activities with own funds; non-residential real estate leasing. (Except for projects that require approval according to law, business activities can be carried out independently with a business license in accordance with the law) Licensed projects: Class II medical device production; Class III medical device production; Class III medical device operation; Class III medical device leasing; Medical device Internet information services; Internet information services; Food sales; Investment management. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects shall be subject to the approval documents or licenses of relevant departments)

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 for each share are the same; subscribers pay the same price for each share subscribed.

Article 17 The par value of the par value shares issued by the company shall be expressed in RMB, and the par value per share shall be RMB 1.

Article 18 The shares issued by the company shall be held in centralized custody at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as the "Shenzhen Branch").

Article 19 The sponsors of the company are all shareholders of the original Coton Company, namely: Tianjin Sanhe Industrial Electrical Technology Co., Ltd. (hereinafter referred to as "Sanhe Company"), Heddington Limited, Longtian Group Co., Ltd. (hereinafter referred to as "Longtian Group") and Shenzhen Tongsheng Excellence Venture Capital Co., Ltd. (hereinafter referred to as "Tongsheng Excellence Company").

The total share capital at the time of the company's change and establishment was 93 million shares, all of which were the paid-in share capital converted by the shareholders of the original Kirton Company at a ratio of 1:1 based on the audited and confirmed book net assets corresponding to the proportion of equity held by them in the original Kirton Company on the base date (i.e. July 31, 2007) when the original Kirton Company was legally established as a company.

The number of shares held by each promoter and their share in the company’s total pre-issuance shares are as shown in the following table:

Unit: 10,000 shares

Serial number Name and nature of sponsor (shareholder) Amount of shareholding Shareholding ratio (%) 01 Sanhe Company (Chinese capital) 3641.88 39.16 02 Heddington Limited (foreign capital) 4609.08 49.56 03 Longtian Group (foreign capital) 1020.21 10.97 04 Tongsheng Excellence Company (Chinese capital) 28.83 0.31

Total 9300 100

Article 20 The current total number of shares of the company is 464,919,840 shares, and all shares issued by the company are ordinary shares.

Article 21 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., except for the employee stock ownership plan implemented by the company on the premise of meeting the requirements of relevant laws and regulations.

For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with these 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 22 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) Other methods prescribed by laws, administrative regulations and the China Securities Regulatory Commission.

Article 23 A company may reduce its registered capital. When a company reduces its registered capital, it shall do so in accordance with the Company Law and other relevant regulations and the procedures stipulated in these Articles of Association.

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

(1) Reduce the company’s registered capital;

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

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

(4) Shareholders dissent from the company’s merger or division resolution made by the shareholders’ meeting and request the company to acquire their shares;

(5) Use the shares to convert corporate bonds issued by the company that can be converted into stocks;

(6) Necessary for the company to maintain the company's value and shareholders' rights and interests.

Article 25 A company may acquire its own shares through public centralized transactions or other methods recognized by laws, administrative regulations and the China Securities Regulatory Commission.

If the company acquires its own shares due to the circumstances specified in Items (3), (5) and (6) of Article 24, Paragraph 1 of this Article, it shall conduct it through public centralized transactions.

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

After the company acquires the company's shares in accordance with the provisions of Article 24, paragraph 1, of the Articles of Association, if it falls under the circumstances of item (1), it shall be canceled within ten days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled 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 number of issued shares of the company, and shall be transferred or canceled within three years.

Section 3 Share Transfer

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

Article 28 The company does not accept its own shares as the subject of pledge.

Article 29 The shares issued before the company's public issuance of shares shall not be transferred within one year from the date the company's shares are listed and traded on the Shenzhen Stock Exchange.

Directors and senior managers of the 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 of the company held by them; the shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.

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

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

If the company's board of directors fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to request the board of directors to implement it within 30 days. If the company's board of directors fails to implement the decision within the above time limit, shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company.

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

Chapter 4 Shareholders and Shareholders Meeting

Section 1 Shareholders

Article 31 The company establishes a "shareholder register" based on the certificates provided by the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The shareholder register is sufficient evidence to prove that shareholders hold the company's shares. Shareholders enjoy rights and assume obligations according to the class of shares they hold; shareholders holding the same class of shares enjoy the same rights and assume the same obligations.

The company should sign a "Share Custody Agreement" with the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., regularly check the information of major shareholders and changes in their shareholdings (including pledges of equity), and keep abreast of changes in the company's equity structure.

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. The shareholders who are registered after the market closes on the equity registration date shall be the 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 relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents and these Articles of Association;

(5) Check and copy the Articles of Association, the Register of Shareholders, corporate bond stubs, minutes of shareholders’ meetings, resolutions of board meetings, and financial accounting reports. Shareholders who meet the regulations may check the company’s accounting books and accounting vouchers;

(6) When the company is terminated, dissolved 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 and normative documents or this Articles of Association.

Article 34 If shareholders request to review or copy relevant materials of the company, they shall comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations, and shall provide the company with written documents proving the types and number of shares they hold in the company. The company shall provide such documents in accordance with relevant laws, administrative regulations, departmental rules, normative documents, the rules of the Shenzhen Stock Exchange and this Articles of Association after verifying the identity of the shareholders, the purpose of the review or copying, etc.

Article 35 If the resolutions of the company's shareholders' meeting or board of directors violate the relevant provisions of laws, administrative regulations, departmental rules and normative documents, shareholders have the right to request the people's court to invalidate the resolutions.

If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations, departmental rules and normative documents or the relevant provisions of this Articles of Association, or the content of the resolution violates the relevant provisions of this Articles of Association, shareholders have the right to request the people's court with jurisdiction 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 Shenzhen Stock Exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. If it involves the correction of previous matters, it will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled.

Article 36 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:

(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;

(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;

(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;

(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.

Article 37 If directors or senior managers other than members of the audit committee violate laws, administrative regulations, departmental rules and normative documents or the relevant provisions of these Articles of Association when performing their duties, causing losses to the company, they shall be held individually or collectively for more than 180 consecutive days. Shareholders holding more than 1% of the shares have the right to request the Audit Committee in writing to file a lawsuit with the People's Court with jurisdiction; if members of the Audit Committee violate laws, administrative regulations, departmental rules and normative documents or the relevant provisions of these Articles of Association when performing their duties, causing losses to the company, the aforementioned shareholders may request the Board of Directors in writing to file a lawsuit with the People's Court with jurisdiction.

If the audit committee or the board of directors refuses to initiate a lawsuit after receiving the written request from a shareholder as stipulated in the preceding paragraph, or fails to initiate a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to initiate a lawsuit immediately will cause irreparable damage to the company's interests, the shareholders as stipulated in the preceding paragraph have the right to directly file a lawsuit in their own name with the people's court with jurisdiction 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 competent 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, causing losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in accordance with the first three paragraphs of Article 189 of the "Company Law" or directly file a lawsuit with the People's Court in their own name.

Article 38 If directors or senior managers violate laws, administrative regulations, departmental rules and normative documents or the relevant provisions of this Articles of Association and harm the interests of shareholders, shareholders may file a lawsuit with the people's court with jurisdiction.

Article 39 Shareholders of a company bear the following obligations:

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

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

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

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

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

Article 40 If a company shareholder abuses his shareholder rights and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with the law. If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.

Section 2 Controlling Shareholders and Actual Controllers

Article 41 The controlling shareholders and actual controllers of a company shall not use their related relationships to harm the interests of the company. Anyone who violates regulations and causes losses to the company shall be liable for compensation. The controlling shareholders and actual controllers of the company shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and safeguard the interests of the listed company.

The company's controlling shareholders and actual controllers have fiduciary obligations towards the company and its public shareholders. Controlling shareholders should exercise their rights as investors in strict accordance with the law. Controlling shareholders shall not use profit distribution, asset reorganization, external investment, capital occupation, loan guarantees, etc. to harm the legitimate rights and interests of the company and public shareholders, and shall not use their control position to harm the interests of the company and public shareholders.

Article 42 The company’s controlling shareholders and actual controllers shall comply with the following provisions:

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

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

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

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

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

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

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

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

(9) Laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and other provisions of this Articles of Association.

If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles of Association regarding directors' duties of loyalty and diligence shall apply. If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.

Article 43 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and stable production and operation shall be maintained.

Article 44 When controlling shareholders and actual controllers transfer the shares of the company they hold, they must comply with the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and the commitments they have made to restrict share transfers.

Section 3 General Provisions of Shareholders’ Meetings

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

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

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

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

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

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

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

(7) Modify this Articles of Association;

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

(9) Review and approve the guarantee matters specified in Article 46;

(10) Review the company’s purchase and sale of major assets within one year that exceed 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 and 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.

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

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

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

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

(3) The company's guarantee amount within one year exceeds 30% of the company's latest audited total assets;

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

(5) A guarantee in which the amount of a single guarantee exceeds 10% of the latest audited net assets;

(6) Guarantees provided to shareholders, actual controllers and their related parties.

When the board of directors considers guarantee matters, it must obtain the approval of more than two-thirds of the directors present at the board meeting. When the shareholders' meeting considers the guarantee item (3) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.

The above-mentioned "external guarantee" refers to the guarantee provided by the company to others, including (but not limited to): guarantee provided to its holding subsidiaries. The so-called "total external guarantees of the company and its holding subsidiaries" refers to the sum of the total external guarantees of the company, including the company's guarantees to its holding subsidiaries, and the external guarantees of the company's holding subsidiaries.

Article 47 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year. The shareholders' meeting reviews and adopts the "Rules of Procedure for the Shareholders' Meeting" and abides by them to ensure the convening and standard operation of the shareholders' meeting. The "Rules of Procedure of the Shareholders' Meeting" as an attachment are an integral part of this Articles of Association.

Article 48 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:

(1) When the number of directors is less than 2/3 of the number stipulated in the Company Law or these Articles of Association;

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

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

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

(5) When the audit committee proposes to convene;

(6) Laws, administrative regulations, departmental rules and normative documents or other circumstances stipulated in this Articles of Association.

Article 49 The place where the company holds its shareholders’ meeting is: the company’s domicile. The specific location shall be subject to the "Notice" of the shareholders' meeting issued by the board of directors.

In addition to setting up a meeting venue and holding it in the form of an on-site meeting, the shareholders' meeting can also be held using electronic communication methods. The company will also provide online voting methods to facilitate shareholders' participation in the shareholders' meeting. Shareholders who participate in the shareholders' meeting through the above methods will be deemed to be present.

Article 50 When convening a shareholders’ meeting, the company shall hire a lawyer to issue legal opinions on the following issues and make an announcement:

(1) Whether the convening and convening procedures of the meeting comply with the relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents and this Articles of Association;

(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;

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

(4) Legal opinions on other relevant issues at the request of the company.

Section 4 Convening of Shareholders’ Meeting

Article 51 The board of directors shall convene a shareholders' meeting within the prescribed time limit in accordance with the relevant provisions of this Articles of Association. 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 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 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 52 The Audit Committee has the right to propose to the Board of Directors to convene an extraordinary shareholders' meeting, and shall submit the proposal to the Board of Directors in writing. The board of directors shall 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's 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 ten days after receiving the proposal, it will be deemed that the board of directors is unable to perform or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.

Article 53 Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within ten days after receiving the request in accordance with the provisions of laws, administrative regulations and this Articles of Association.

If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 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 individually or collectively holding more than 10% of the company's shares have the right to propose to the audit committee to convene an extraordinary shareholders' meeting, and shall submit the 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 request in the notice must be approved by the relevant shareholders.

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

Article 54 If the audit committee or shareholders decide to convene a shareholders’ meeting on their own, they must notify the board of directors in writing and file a record with the Shenzhen Stock Exchange. The audit committee or the convening shareholders shall submit relevant supporting materials to the Shenzhen Stock Exchange when issuing the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting.

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

Article 55 The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors shall provide the "Shareholder List" on the equity registration date.

Article 56 For a shareholders' meeting convened by the audit committee or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.

Section 5 "Proposal" and "Notice" of the Shareholders' Meeting

Article 57 The content of the "Proposal" shall fall within the scope of powers of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents as well as this Articles of Association.

Article 58 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 have the right to submit a "proposal" to the company.

Shareholders who individually or collectively hold more than 1% of the company's shares may submit a temporary "proposal" 10 days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a "Supplementary Notice" to the shareholders' meeting within 2 days after receiving the "Proposal", announce the contents of the temporary "Proposal", and submit the temporary proposal to the shareholders' meeting for review. Exceptions will be made if temporary proposals violate laws, administrative regulations or the provisions of these Articles of Association, or do not fall within the scope of the shareholders' meeting.

Except for the circumstances specified in the preceding paragraph, the convener shall not modify the "Proposals" listed in the "Notice" of the shareholders' meeting or add new "Proposals" after issuing the "Announcement" notice of the shareholders' meeting.

If the "Proposal" is not listed in the "Notice" of the shareholders' meeting or does not comply with the provisions of Article 57 of this "Articles of Association", the shareholders' meeting shall not vote and make a "resolution".

Article 59 The convener shall notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting shall notify all shareholders by announcement 15 days before the meeting.

When the company calculates the start and end period, it does not include the day of the meeting, but includes the day of the "Announcement".

Article 60 The "Notice" of the shareholders' meeting includes the following contents:

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

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

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

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

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

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

The "Notice" and "Supplementary Notice" of the shareholders' meeting should fully and completely disclose all the specific contents of all "Proposals".

In addition, the company shall also disclose on the designated website other information necessary to help shareholders make reasonable judgments on the matters to be considered.

When a company provides shareholders with an online voting system for shareholders' meetings, it should clearly state the time for online voting, voting procedures and matters to be reviewed in the "Notice" of the shareholders' meeting.

The start time of online voting 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 should be no more than seven working days. Once the equity registration date is confirmed, it cannot be changed.

Article 61 If the shareholders' meeting intends to discuss the election of directors, the "Notice" of the shareholders' meeting shall 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 circumstances;

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

(3) Disclose the number of company shares held;

(4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments and the Shenzhen Stock Exchange.

In addition to adopting a cumulative voting system to elect directors, each director candidate shall be submitted in a single "Proposal".

Article 62: After the "Notice" of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the "Proposals" listed in the "Notice" of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the original date.

Section 6 Convening of Shareholders’ Meeting

Article 63 The company's board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders' meeting. Active 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 64 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting. And exercise voting rights in accordance with relevant laws, administrative regulations, departmental rules and normative documents and the relevant provisions of this Articles of Association.

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

Article 65 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid certificate or certificate that can indicate his or her identity; if he or she attends the meeting on behalf of another person, he or she shall present his or her valid ID card or a shareholder's power of attorney.

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

Article 66 The "Power of Attorney" issued by a shareholder to entrust others to attend the shareholders' meeting shall specify the following contents:

(1) The name of the principal, the type and number of shares of the company held;

(2) The name of the agent;

(3) Specific instructions for voting in favor, against or abstaining from voting for each matter included in the agenda of the shareholders' meeting; whether there are voting rights for temporary proposals that may be included in the agenda of the shareholders' meeting, and specific instructions (if any) on what voting rights should be exercised if there are voting rights;

(4) The issuance date and validity period of the "Power of Attorney";

(5) Signature (or seal) of the client. If the client is a legal person shareholder, the seal of the legal person entity should be affixed.

Article 67 If the "Power of Attorney" for proxy voting is signed by another person authorized by the principal, the "Power of Attorney" or other authorization documents authorized to be signed shall be notarized. The notarized "Power of Attorney" or other authorization documents, and the "Power of Attorney for Voting" must be kept at the company's domicile or at other places specified in the notice convening the meeting.

Article 68 The company is responsible for preparing the "Meeting Register" of those attending the meeting. The "Meeting Register" contains the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.

Article 69 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the "Shareholder List" provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, and register the names of shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.

Article 70 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and accept inquiries from shareholders.

Article 71 The shareholders' meeting shall be chaired by the chairman of the board of directors. If the chairman is unable or fails to perform his duties, the vice chairman shall preside. If the company does not have a vice chairman or if the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside.

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

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

When convening a shareholders' meeting, if the host of the meeting violates the "Rules of Procedure of the Shareholders' Meeting" and the shareholders' meeting cannot continue, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the host of the meeting and continue the meeting.

Article 72 The company formulates the "Rules of Procedure of the Shareholders' Meeting", which stipulates 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 signatures, "Announcements", etc., as well as the authorization principles of the shareholders' meeting to the board of directors, and the authorization content should be clear and specific. The "Rules of Procedure of the Shareholders' Meeting" shall be included as an attachment to this Articles of Association and shall be drawn up by the Board of Directors and approved by the Shareholders' Meeting.

Article 73 At the annual shareholders’ meeting, the board of directors shall make a report to the shareholders’ meeting on its work over the past year. Each independent director should also make a performance report.

Article 74 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.

Article 75 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights shall be subject to the meeting registration.

Article 76 The shareholders' meeting shall have "meeting minutes", which shall be held by the secretary of the board of directors. The "Meeting Minutes" should record the following contents:

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

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

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

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

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

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

(7) Other contents that should be included in the "Meeting Minutes" as stipulated in this Articles of Association.

Article 77 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 "Meeting Minutes" shall be kept together with the "Signature Booklet" of the shareholders present on site, the "Authorization Letter" of the deputies attending the meeting, and the valid information on voting status via the Internet and other methods, and the retention period shall be no less than 10 years.

Article 78 The convener shall ensure that the shareholders' meeting will be held continuously until the final "resolution" is formed. If the shareholders' meeting is suspended or cannot make a "resolution" due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the local branch of the China Securities Regulatory Commission and the Shenzhen Stock Exchange where the company is located.

Section 7 Voting and Resolutions of Shareholders’ Meeting

Article 79 "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 1/2 of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting.

A special "resolution" made by the shareholders' meeting shall be passed by more than 2/3 of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting.

Article 80 The following matters shall be passed by the shareholders' meeting through ordinary "resolutions":

(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) Company annual report;

(5) Other matters that should be passed through special "resolutions" except laws, administrative regulations, departmental rules and normative documents or this "Articles of Association".

Article 81 The following matters shall be passed by the shareholders' meeting through special "resolutions":

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

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

(3) Modifications to this Articles of Association;

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

(5) Equity incentive plan;

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

Article 82 Shareholders shall exercise their voting rights based on the number of voting shares they represent, and each share shall be entitled to one vote.

When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of individual vote counting should be disclosed to the public in a timely manner.

The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present.

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

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

If shareholders' rights are solicited in accordance with the provisions of the preceding paragraph, the solicitor shall disclose the solicitation documents and the company shall cooperate. It is prohibited to publicly solicit shareholder rights through paid or disguised paid methods. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.

Article 83 When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included 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. If related shareholders cannot evade due to special circumstances, the company may vote in accordance with normal procedures after obtaining the consent of the competent department, and shall provide detailed explanations in the "Announcement of Shareholders' Meeting Resolutions".

Article 84 Unless the company is in crisis or other special circumstances, the company will not enter into a contract, agreement or authorization document with anyone other than directors or senior managers to hand over the management of all or important business of the company to that person unless approved by a special resolution of the shareholders' meeting.

Article 85 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal.

The cumulative voting system should be used in the following situations:

(1) Elect two or more independent directors;

(2) Except for the case where there is only one director candidate, a company in which a single shareholder and its persons acting in concert own 30% or more of the shares shall adopt a cumulative voting system to elect directors. If the shareholders' meeting elects directors by cumulative voting, the votes of independent directors and non-independent directors shall be conducted separately.

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 86 In addition to the cumulative voting system, the shareholders' meeting shall vote on all "Proposals" item by item. If there are different "Proposals" for the same matter, the shareholders' meeting shall vote in the chronological order in which the "Proposals" were submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting shall not shelve the "Proposal" or refrain from voting.

Article 87 When the shareholders' meeting considers the proposal, the proposal shall not be modified. If it is changed, it shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting.

Article 88 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.

Article 89 The shareholders' meeting shall vote by registered vote.

Article 90 Before the shareholders' meeting votes on the 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 the shareholders' meeting votes on the "Proposal", lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the "Meeting Minutes".

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 91 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results.

Before the voting results are officially announced, the companies, vote counters, scrutineers, shareholders, network service providers and other relevant parties involved in the shareholders' meeting on-site, online and other voting methods have the obligation to keep the voting information confidential.

Article 92 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. The securities registration and clearing institution, as the nominal holder of the stock connect mechanism between the mainland and Hong Kong stock markets, shall not declare in accordance with the actual holder's wishes.

Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".

Article 93 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting does not conduct a count of the votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.

Article 94 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of voting shares held and their proportion to the total number of voting shares of the company, the voting method, the voting results of each proposal and the details of each resolution passed.

Article 95 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.

Article 96: If the shareholders' meeting passes the relevant "proposal" for the election of directors, the time for the new director to take office shall be calculated from the date of passing the "shareholders' meeting resolution". The by-elected directors shall take office from the date of passing the resolution of the shareholders' meeting.

Article 97 If the shareholders' meeting passes the "Proposal" regarding cash distribution, bonus shares or capitalization of capital reserves, the company shall implement the specific plan within 2 months after the conclusion of the shareholders' meeting.

Chapter 5 Board of Directors

Section 1 Directors

Article 98 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) For corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, he was sentenced to a prison sentence, or was deprived of political rights for a crime, and the execution period has not expired for more than 5 years, and if he was sentenced to probation, it has not been 2 years since the expiration of the probation period;

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

(4) Serve as the legal representative of a company or enterprise that has had its "Business License" revoked or ordered to close down due to violation of laws, and bears personal responsibility, and it has not been more than 3 years since the company or enterprise was revoked from the "Business License" and ordered to close down;

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

(6) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market and the time limit has not expired;

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

(8) Other contents stipulated in laws, administrative regulations, departmental rules and normative documents.

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

Article 99 Directors shall be elected or replaced by the shareholders' meeting, and may be dismissed from their posts by the shareholders' meeting before the expiration of their term of office. The term of directors is 3 years and may be re-elected upon expiration of the term. Each term of an independent director is the same as that of other directors. When the term expires, he or she may be re-elected, but the continuous term shall not exceed 6 years.

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, before the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents and this Articles of Association.

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

Article 100 Directors shall abide by the relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents as well as this Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits.

Directors have the following duties of loyalty to the company:

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

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

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

(4) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the board of directors or the shareholders' meeting in accordance with the provisions of this Articles of Association, 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 a resolution of 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 be liable for compensation. The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.

Article 101 Directors shall abide by the relevant provisions and requirements of laws, administrative regulations, normative documents and this Articles of Association, and have the following diligent obligations to the company. When performing their duties, they shall exercise the reasonable care normally due to managers 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 business activities comply with the requirements of national laws, administrative regulations, departmental rules and normative documents, as well as various national economic policies, and its commercial activities must not exceed the business scope approved by the "Business License";

(2) All shareholders should be treated fairly, and in particular, the rights and interests of small and medium-sized shareholders should be truly protected;

(3) Carefully read the company’s various business and financial reports, and 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) Actively participate in relevant training to understand the rights, obligations and responsibilities of a director, be familiar with the relevant provisions and requirements of relevant laws, administrative regulations, departmental rules and normative documents, and master the relevant knowledge that a director should possess.

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

Article 102 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 103 Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the company. The resignation will take effect on the date the company receives the resignation report. The company should disclose the relevant information within 2 trading days.

If the number of members of the company's board of directors falls below the legal minimum due to the resignation of a director, before the re-elected directors take office, the original directors shall still perform their duties as directors in accordance with the relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents and this Articles of Association.

Article 104 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically terminated after the term ends, but will remain valid within the reasonable period stipulated in these Articles of Association. The responsibilities a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation. His or her obligation to keep the company's trade secrets confidential shall remain in effect after the end of his or her tenure until the trade secrets become public information. The duration of other obligations shall be determined according to the principle of equity, depending on the length of time between the occurrence of the event and his departure from office, and the circumstances and conditions under which the relationship with the company ends.

Article 105 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made.

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

Article 106 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors. When a director acts in his or her own name, if a third party may reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.

Article 107 If a director causes damage to others when performing his 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 and normative documents or the relevant provisions of these Articles of Association when performing their duties and causing losses to the company shall bear liability for compensation.

Section 2 Board of Directors

Article 108 The company shall have a board of directors, which shall be responsible to the shareholders' meeting and shall consist of 5 to 10 directors. Among them, there must be no less than 1 employee director, who shall be directly elected by the employees’ congress and need not be submitted to the shareholders’ meeting for review; the total number of directors who concurrently serve as senior managers and employee representative directors shall not exceed 1/2 of the total number of directors of the company; the number of independent directors shall not be less than 1/3 of the total number of board members, and shall include at least one accounting professional.

The board of directors shall have one chairman, one vice-chairman, and one secretary to the board of directors.

Article 109 The board of directors shall exercise the following powers:

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

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

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

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

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

(10) Formulate a standard plan for allowances for the company’s independent directors;

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

(12) Formulate a plan to amend this Articles of Association;

(13) Management company information disclosure matters;

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

(15) Listen to the company manager’s work report and inspect the manager’s work;

(16) Review the temporary "Proposal";

(17) Laws, administrative regulations, departmental rules and normative documents or other powers granted by this Articles of Association or the shareholders' meeting.

Article 110 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial report.

Article 111 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders’ meeting, improves work efficiency, and ensures scientific decision-making.

Article 112 The board of directors shall determine the authority over external investments, acquisitions, sales of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, and external donations, and establish strict review and decision-making procedures. Major investment projects shall be reviewed by relevant experts and professionals and submitted to the shareholders' meeting for approval.

Article 113 The chairman and vice chairman shall be served by directors of the company. The Chairman and Vice Chairman are elected by the Board of Directors with a majority of all directors.

Article 114 The chairman of the board of directors shall exercise the following powers:

(1) Preside over shareholders’ meetings, convene and preside over board meetings, and report work to the shareholders’ meeting on behalf of the board of directors;

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

(3) Sign company stocks, corporate bonds and other securities;

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

(5) Exercise the powers of the legal representative and sign and issue a "Letter of Authorization" to the general manager and other company personnel according to the needs of production and operation;

(6) In the event of an emergency such as a natural disaster or other force majeure event, exercise special power to handle company affairs in compliance with laws, administrative regulations, departmental rules and normative documents and the interests of the company, and report to the board of directors and shareholders afterwards;

(7) Other powers stipulated in this Articles of Association or granted by the Board of Directors.

The board of directors' authorization to the chairman should follow the principles of "separation of powers, checks and balances" to improve the company's operational efficiency. The powers legally exercised by the board of directors shall not be delegated to the chairman of the board, managers, etc.

Article 115 The vice chairman of the company 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 company has two or more vice chairmen, the vice chairman jointly elected by more than half of the directors 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 116 The board of directors shall hold at least two regular meetings every year.

The board of directors meeting shall be convened and chaired by the chairman of the board of directors. All directors shall be notified in writing 10 days before the meeting, and sufficient information shall be provided, including (but not limited to): relevant background information on the meeting topics and information and data that will help the directors understand the company's business progress. When two directors or more than two independent directors believe that the information is insufficient or the argument is unclear, they may jointly submit a written request to the board of directors to postpone the meeting of the board of directors or to postpone the consideration of the matter, and the board of directors shall adopt it.

Article 117 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within ten days after receiving the proposal.

Article 118 The board of directors shall notify the extraordinary board meeting in writing, including (but not limited to) personal delivery, letter, fax, email or telephone; the notification time limit shall be: notify all directors 2 days before the meeting. If the situation is urgent and it is necessary to convene an extraordinary board meeting as soon as possible, with the consent of more than 2/3 of all directors, the convener can issue a meeting notice at any time, but the directors should be given necessary time to prepare.

Article 119 The "Notice" of the Board of Directors meeting includes the following contents:

(1) Meeting date and location;

(2) Meeting deadline;

(3) Reasons and issues;

(4) Date of issuance of notice.

Article 120 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. When the board of directors considers guarantee matters or matters providing financial assistance by the company, it must also obtain the consent of more than two-thirds of the directors attending the board meeting.

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

Article 121 If a director has an affiliated relationship with an enterprise or individual involved in matters resolved at a board meeting, the director shall promptly report in writing to the board of directors. 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 122 The voting method for resolutions of the board of directors is: registered vote or show of hands.

On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held and resolutions made through telephone, fax, online conference and other communication methods. The board of directors shall keep minutes of its decisions on the matters discussed, and the directors present at the meeting shall sign on the minutes. The minutes of board of directors meetings shall be kept as company files and shall be kept for no less than ten years.

Article 123 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.

Article 124 The "Minutes" of the Board of Directors 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 voting matter (the voting results should indicate the number of votes in favor, against or abstention).

Section 3 Independent Directors

Article 125 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, stock exchanges and these Articles of Association, play a role in decision-making, supervision and balance, and professional consultation in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.

Article 126 Independent directors must maintain 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 127 To serve as an independent director of a company, one must meet the following conditions:

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

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

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

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

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

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

Article 128 As members of the board of directors, independent directors have the duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:

(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 responsibilities stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and this Articles of Association.

Article 129 Independent directors shall exercise the following special powers:

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

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

(3) Proposing to convene a board meeting;

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

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

(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and this Articles of Association. The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of a majority of all independent directors.

If an independent director exercises the powers listed in paragraph 1, the company will promptly disclose it. If the above powers cannot be exercised normally, the company will disclose the specific circumstances and reasons.

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

(1) Related transactions that should be disclosed;

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

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

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

Article 131 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.

The company holds special meetings of independent directors regularly or irregularly. The matters listed in Article 129, Paragraph 1, Items (1) to (3), and Article 130 of this Articles of Association shall be reviewed by a special meeting 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 132 The company's board of directors shall set up an audit committee to exercise the powers of the board of supervisors as stipulated in the Company Law.

Article 133 The board of directors shall establish special committees such as strategy, auditing, nomination, remuneration and assessment. Special committees are responsible to the Board of Directors and perform their duties in accordance with this Articles of Association and the authorization of the Board of Directors. Proposals shall be submitted to the Board of Directors for review and decision. The members of the special committees are all directors. Among them, independent directors account for the majority of the Audit Committee, Nomination Committee, and Remuneration and Appraisal Committee and serve as conveners. The convener of the Audit Committee is an accounting professional. The Board of Directors is responsible for formulating work procedures for special committees and standardizing their operations.

The main responsibility of the company's strategy committee is to study and make recommendations on the company's long-term development strategy and major investment decisions.
The Audit Committee of the company's board of directors 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 must be approved by more than half of all members of the audit committee before they can be submitted to the board of directors for review:

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

(2) Employ or dismiss accounting firms that undertake the audit business of listed companies;

(3) Appointment or dismissal of financial officers of listed companies;

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

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

The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be held when two or more members propose it, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.

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

(1) Nominate or appoint or remove directors;

(2) Appoint or dismiss senior managers;

(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association. If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.

The Remuneration and Appraisal Committee of the Company’s Board of Directors is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans for directors and senior managers, and making recommendations to the Board of Directors on the following matters:

(1) Remuneration of directors and senior managers;

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

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

(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association. If the board of directors fails to adopt the recommendations of the remuneration and appraisal committee or does not fully adopt them, 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.

Article 134 The audit committee shall consist of no less than three directors who do not hold senior management positions in listed companies, of which the majority shall be independent directors. Employee representatives who are members of the company's board of directors can become members of the audit committee. The convener of the audit committee shall be an independent director and an accounting professional.

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

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

(2) Employ or dismiss accounting firms that undertake the audit business of listed companies;

(3) Appointment or dismissal of financial officers of listed companies;

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

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

Article 136 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members. Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee. The voting on resolutions of the Audit Committee shall be one person, one vote. The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes. The working procedures of the Audit Committee are formulated by the Board of Directors.

Article 137 The company's board of directors shall set up strategy, nomination, remuneration and assessment committees to perform their duties in accordance with this Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The working procedures of special committees are formulated by the board of directors.

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

(1) Nominate or appoint or remove directors;

(2) Appoint or dismiss senior managers;

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

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

Article 139 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, provisions of the China Securities Regulatory Commission and these Articles of Association. If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.

Chapter 6 Senior Management

Article 140 The company implements a manager responsibility system under the leadership of the board of directors. There is a general manager, whose appointment or dismissal shall be determined by the board of directors. The company shall have several deputy general managers according to the actual situation, and the appointment or dismissal shall be determined by the board of directors. The deputy general manager assists the manager in his work and is responsible to the general manager.

Article 141 The provisions of this Articles of Association regarding the circumstances in which directors are not allowed to serve as directors and the resignation management system also apply to senior managers.

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

Article 142 Persons who hold other administrative positions other than directors and supervisors in the company's controlling shareholder units shall not serve as senior managers of the company. The company's senior managers only receive their salaries from the company and are not paid by the controlling shareholder.

Article 143: The manager’s term of office is three years, and he or she can be re-elected.

Article 144 The general manager shall be responsible to the board of directors and shall exercise the following powers:

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

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

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

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

(5) Formulate specific regulations of the company;

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

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

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

The general manager attends board meetings, but non-managing directors do not have voting rights on the board of directors.

Article 145 The general manager shall, in accordance with the requirements of the board of directors, report to the board of directors on the signing and performance of the company's major "contracts", the use of funds and the profit and loss situation, and ensure the authenticity and completeness of the report.

Article 146 When the general manager formulates issues related to employee wages, benefits, production safety, labor protection, labor insurance, dismissal (or expulsion) of company employees, etc. that involve the vital interests of employees, he shall listen to the opinions of the trade union and the employee congress in advance.

Article 147 The company shall formulate "General Manager Work Rules" and submit them to the Board of Directors for approval before implementation.

Article 148 The "General Manager Work Rules" include the following contents:

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

(2) The specific responsibilities and division of labor of the general manager, deputy general manager and other senior management personnel;

(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 149 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 "Employment Contract" or "Labor Contract" signed between the general manager and the company.

Article 150 The company, based on its own circumstances, shall stipulate in its articles of association the procedures for the appointment and removal of deputy managers, the relationship between the deputy managers and the general manager, and may stipulate the duties and powers of the deputy general manager.

Article 151 The deputy general manager shall be nominated by the general manager and shall be appointed and dismissed by the board of directors. When the general manager nominates a deputy general manager, he shall submit detailed information about the deputy general manager candidate to the board of directors, including educational background, work experience, and whether he has been punished or punished by the China Securities Regulatory Commission and other relevant departments. When the general manager proposes to remove the deputy general manager from his post, he shall submit the reasons for the removal to the board of directors.

Article 152 The deputy general manager assists the general manager in the daily operation and management of the company.

Article 153 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters. The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and this Articles of Association.

Article 154 If a senior manager performs the company's duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation. If senior managers violate laws, administrative regulations, departmental rules and normative documents or the relevant provisions and requirements of these Articles of Association when performing their duties, causing losses to the company, they shall be liable for compensation.

Article 155 The company's senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders.

If a company's senior managers fail to faithfully perform their duties or violate their fiduciary obligations, thereby causing damage to the interests of the company and public shareholders, they shall bear liability for compensation in accordance with the law.

Chapter 7 Financial Accounting System, Profit Distribution and Auditing

Section 1 Financial Accounting System

Article 156 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.

Article 157 The company shall submit the "Annual Report" to the China Securities Regulatory Commission and the Shenzhen Stock Exchange within 4 months from the end of each fiscal year, the "Interim Report" to the China Securities Regulatory Commission office and the Shenzhen Stock Exchange within 2 months from the end of the first 6 months of each fiscal year, and the "Quarterly Report" to the China Securities Regulatory Commission office and the Shenzhen Stock Exchange within 1 month from the end of the first 3 months and the first 9 months of each fiscal year. The above-mentioned periodic reporting documents are prepared in accordance with the relevant provisions and requirements of relevant laws, administrative regulations, departmental rules and normative documents.

Article 158 The company shall not maintain separate accounting books other than the statutory accounting books. The company's funds are not stored in accounts opened in any individual's name.

Article 159 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 public reserve fund shall be distributed according to the proportion of shares held by shareholders, except for those that are not distributed according to the proportion of shareholdings stipulated in this Articles of Association.

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 160 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or increase the company's capital. When the shareholders' meeting resolves to convert the reserve fund into share capital, new shares will be distributed in proportion to the shareholders' original shares.

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 161 After the company’s shareholders’ meeting makes 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 162

(1) Principles of profit distribution

The company implements a proactive profit distribution policy, attaches great importance to reasonable investment returns for investors, maintains the continuity and stability of the profit distribution policy, and complies with the relevant provisions of laws and regulations. The company's profit distribution policy shall not exceed the scope of accumulated distributable profits, shall not damage the company's ability to continue operating, and shall adhere to the following principles:

The principle of distribution according to legal procedures;
There is a principle that uncompensated losses cannot be distributed;
The principle that the company’s shares held by the company cannot be distributed.

The company's profit distribution shall not exceed the cumulative profit range available for distribution to shareholders, and shall not damage the company's ability to continue operating.

(2) Form of profit distribution

The company's profit distribution can take the form of cash, stocks, a combination of cash and stocks, or other methods permitted by laws and regulations. The company gives priority to distributing dividends in cash. If it meets the conditions for cash dividends, it should use cash dividends to distribute profits. On the premise of ensuring that the company's share capital size and equity structure are reasonable, the company may use stock dividends to distribute profits. Each time a stock dividend is distributed, the stock dividend distributed shall be no less than 1 share for every 10 shares, and it shall have real and reasonable factors such as the company's growth potential and the dilution of net assets per share.

(3) Conditions that should be met simultaneously when implementing cash dividends

The company’s net profit available for distribution in the year or half-year (i.e., the net profit remaining after the company makes up for its losses and withdraws its provident fund) is positive and has sufficient cash flow. The implementation of cash dividends will not affect the company’s subsequent continued operations;
The company’s accumulated distributable profits are positive;
The audit institution issues a standard unqualified audit report on the company's financial report for that year;
The company has no major investment plans or major cash expenditures (except for fund-raising projects). The term “major investment plans or major cash expenditures” as mentioned in the preceding paragraph means: the company's cumulative expenditures on external investments, acquisitions of assets, or purchases of equipment and buildings within the next twelve months reach or exceed 15% of the company's most recent audited total assets.

(4) Differentiated cash dividend policy

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

If the company is in a mature stage of development and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;
If the company is in a mature stage of development and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;
If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%;
If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.

The above-mentioned major capital expenditures refer to any of the following situations:

The company’s cumulative expenditure on external investments, acquisitions or assets purchased in the next twelve months reaches or exceeds 15% of the company’s most recent audited total assets;
Other circumstances specified by the China Securities Regulatory Commission or the Shenzhen Stock Exchange.

(5) Proportion and time interval of cash dividends

On the premise of meeting the conditions for cash dividends and ensuring the company's normal operation and long-term development, the company plans to distribute cash dividends once every year after approval at the annual shareholders' meeting. The company's board of directors may increase the frequency of dividends based on the company's profitability and capital needs, and propose that the company conduct mid-term cash dividends or quarterly cash dividends. The company should maintain the continuity and stability of its profit distribution policy. The company's profit distribution policy is: when the conditions for cash dividends are met, the profits distributed in cash should not be less than 10% of the distributable profits realized in that year, and in any three consecutive accounting years, the cumulative profits distributed in cash should not be less than 30% of the average annual distributable profits realized in those three years.

When the company's cash flow situation is good and there are no major investment plans or major cash expenditures, the company can increase the proportion of the aforementioned cash dividends. Undistributed distributable profits for the current year can be reserved for distribution in subsequent years.

(6) Conditions for stock dividend distribution

When the company's operating conditions are good and the board of directors believes that the company's earnings per share and stock price do not match the company's capital size and capital structure, the company can distribute profits by issuing stock dividends on the premise of meeting the above cash dividend ratio. When a company determines the specific amount of profits to be distributed in the form of stocks, it should fully consider whether the total equity after distributing profits in the form of stocks is compatible with the company's current business scale and profit growth rate, and consider the impact on future debt financing costs to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders. A company that issues new shares to the public, issues convertible corporate bonds, or allocates shares to original shareholders must meet the requirement that "the company's cumulative profits distributed in cash in the past three years are not less than 30% of the average annual distributable profits achieved in the past three years."

(7) Research and Demonstration of Profit Distribution

When a company plans to distribute profits, it should conduct research and demonstration on the profit distribution plan in accordance with the following decision-making procedures and mechanisms:

Before the periodic report is released, the company's management and board of directors should study and demonstrate the profit distribution plan on the premise of fully considering the company's ability to continue operating, ensuring the funds required for normal production operations and business development, and paying attention to reasonable investment returns for investors.
When formulating a specific profit distribution plan, the company's board of directors shall comply with the profit distribution policies stipulated in my country's relevant laws, administrative regulations, departmental rules and this Articles of Association.
During the decision-making and demonstration process of the profit distribution plan, the company's board of directors can communicate and communicate with independent directors and small and medium-sized shareholders through telephone calls, faxes, letters, emails, and the investor relations interactive platform on the company's website, fully listen to the opinions and demands of independent directors and small and medium-sized shareholders, and promptly respond to issues of concern to small and medium-sized shareholders.
When the company is 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.

(8) Decision-making procedures and mechanisms for profit distribution

The company should strengthen the awareness of returning shareholders, comprehensively consider the company's profitability, capital needs, development goals and reasonable returns to shareholders and other factors, use every three years as a cycle, formulate a shareholder return plan within the cycle, and clarify the specific arrangements and forms of dividends for three years, cash dividend planning and period intervals, etc.

After the end of each fiscal year, the company's management should propose a reasonable profit distribution plan based on this Articles of Association, profitability, capital needs and shareholder return planning, and the board of directors should formulate an annual profit distribution plan or a mid-term profit distribution plan.

The formulation or modification of the profit distribution plan must be reviewed and approved by the board of directors and then submitted to the shareholders' meeting for approval. Independent directors should express independent opinions on the formulation or modification of the profit distribution plan and publicly disclose it. When the board of directors considers the specific plan for cash dividends, it should carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividends, the conditions for adjustments and the requirements for decision-making procedures, etc., and record in detail the management's suggestions, the key points of the speeches of the participating directors, the opinions of independent directors, the voting status of the board of directors, etc., and form a written record to be properly kept as company archives.

The shareholders' meeting shall review and vote on the profit distribution plan proposed by the board of directors in accordance with laws, regulations and the provisions of this Articles of Association. In order to effectively protect the rights of public shareholders to participate in shareholders' meetings, the board of directors, independent directors and qualified shareholders can publicly solicit their voting rights at shareholders' meetings, and should proactively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels (including but not limited to telephone, fax, email, interactive platforms, etc.), fully listen to the opinions and demands of small and medium-sized shareholders, and promptly respond to issues of concern to small and medium-sized shareholders. The dividend plan shall be approved by more than 1/2 of the voting rights held by shareholders or shareholders' proxies present at the shareholders' meeting. If a shareholders' meeting considers a plan to distribute stock dividends or convert public reserve funds into share capital, it must be approved by more than two-thirds of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting.

(9) Adjustment of profit distribution policy and decision-making procedures

If the following circumstances occur, the company may adjust the established cash dividend policy and implement corresponding decision-making procedures:

When the company's net cash flow generated from operating activities is negative for two consecutive years, the company can appropriately reduce the aforementioned cash dividend ratio; when the company's asset-liability ratio exceeds 70% at the end of the year, the company may not distribute cash dividends; the company really needs to adjust its profit distribution policy based on its production and operation conditions, investment planning and long-term development needs or in accordance with relevant laws and regulations. The company's adjustment of profit distribution policy should be based on the protection of shareholders' rights and interests. The adjusted profit distribution policy shall not violate relevant laws, regulations, normative documents and the provisions of this Articles of Association. Proposals on adjusting the profit distribution policy shall be made clear by independent directors and submitted to the company's shareholders' meeting for approval after review by the company's board of directors, and shall be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting. The company should also provide online voting methods to facilitate small and medium-sized shareholders to participate in shareholders' meeting voting. If a shareholder of the company illegally occupies the company's funds, the company shall deduct the cash dividends that can be distributed by the shareholder when distributing profits to repay the company's funds that he has occupied.

(10) Profit distribution information disclosure mechanism

The company should strictly follow the relevant regulations and disclose in detail the implementation of the profit distribution plan and cash dividend policy in the annual report and semi-annual report, explaining whether it meets the provisions of this 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 the independent directors perform their duties and play their due role, whether the small and medium-sized shareholders have the opportunity to fully express their opinions and demands, whether the legitimate rights and interests of the 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 is profitable for the year and the accumulated undistributed profits are positive, and the board of directors has not made a cash profit distribution plan, the company shall disclose the following matters in detail in the board of directors' announcement that considers and approves the annual report:

(1) An explanation of the reasons for not distributing cash dividends or having a low level of cash dividends based on factors such as the characteristics, development stage of the industry, its own business model, profitability level, capital needs and other factors;

(2) The exact purpose of retained undistributed profits and expected earnings;

(3) Review and voting status of board of directors meetings;

(4) Independent opinions expressed by independent directors on the rationality of no cash dividend distribution or low level of cash dividend distribution.

At the same time, when convening a shareholders' meeting, the company should provide online voting and other methods to facilitate small and medium-sized shareholders to participate in voting.

Section 2 Internal Audit

Article 163 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 164 The company’s internal audit institution shall supervise and inspect the company’s business activities, risk management, internal control, financial information and other matters. The internal audit institution shall maintain independence and be equipped with full-time auditors. It shall not be placed under the leadership of the financial department, or work together with the financial department.

Article 165 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. 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 166 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 167 The Audit Committee shall participate in the assessment of the person in charge of internal audit.

Section 3 Appointment of Accounting Firm

Article 168 The company shall employ an accounting firm that complies with the provisions of the Securities Law to conduct accounting statement audits, net asset verification and other related consulting services. The appointment period shall be one year and may be renewed.

Article 169 The company's appointment or dismissal of an accounting firm shall be submitted to the board of directors for review and approval by more than half of all members of the audit committee, and 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 170 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 171 The accounting firm hired by the company shall enjoy the following rights:

(1) Inspect the company's financial statements, records and vouchers, and have the right to require directors, managers or other senior managers to provide relevant information and explanations;

(2) Request the company to provide information and situation descriptions of its subsidiaries and other actually controlled enterprises that are necessary for it to perform its duties;

(3) Attend the shareholders' meeting, obtain the "Notice" of the shareholders' meeting and other information related to the shareholders' meeting, and express opinions at the shareholders' meeting on matters involving the accounting firm hired by the company and other related matters.

Article 172 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 173 When the company dismisses or does not renew the appointment of an accounting firm, it shall notify the accounting firm 15 days in advance. When the 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 "Notice" and "Announcement"

Section 1 "Notice"

Article 174 The company's "Notice" shall be issued in the following forms:

(1) Delivered by hand;

(2) Delivered by mail;

(3) By way of announcement;

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

Article 175 If the "Notice" issued by the company is made in the form of an announcement, once the announcement is made, all relevant personnel will be deemed to have received the "Notice".

Article 176 The "notice" of the company's shareholders' meeting shall be made in the form of announcement.

Article 177 The "Notice" of the company's board of directors meeting shall be sent by fax, telephone, Internet communication, personal delivery or email.

Article 178 If the company's "Notice" is delivered by person, the recipient shall sign (or stamp) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company's "Notice" is sent by mail, the third working day from the date of delivery to the post office shall be the date of delivery; if the company's "Notice" is delivered by way of announcement, the date of publication of the first "Announcement" shall be the date of delivery.

Article 179 If the "Notice" of the meeting is not delivered to a person who is entitled to receive the "Notice" of the meeting due to accidental omission or such person fails to receive the "Notice" of the meeting, the meeting and the "Resolutions" made at the meeting will not be invalid because of this.

Section 2 "Announcement"

Article 180 The company shall use the newspapers and periodicals designated by the China Securities Regulatory Commission as the media for publishing the company's "announcements" and other information that needs to be disclosed. The company designated Juchao Information Network ( ) as the publisher

http://www.cninfo.com.cn

Company Announcements and other websites that require disclosure of information.

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

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

Article 181 The merger of a company may be through merger by absorption or merger by new establishment.

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

Article 182 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 this 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 183 When a company merges, the merging parties shall sign a "Merger Agreement" and prepare a "Balance Sheet" and "Property List". The company shall notify creditors within 10 days from the date of making the "Merger Resolution" and make an announcement on the company's designated media or the national enterprise credit information publicity system within 30 days.

Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

Article 184 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 185 When a company is divided, its property shall be divided accordingly.

When a company is divided, a "Balance Sheet" and "Property List" must be prepared. The company shall notify creditors within 10 days from the date of making the "Decentralization Resolution" and publish an announcement on the company's designated media or the National Enterprise Credit Information Publicity System within 30 days.

Article 186 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 stipulated in the written "Agreement" between the company and its creditors regarding debt settlement before the division.

Article 187 When the company reduces its registered capital, it will prepare a "balance sheet" and a "property list".

The company shall notify creditors within 10 days from the date when the shareholders' meeting makes the "Resolution" to reduce the registered capital, and shall make an announcement on the company's designated media or the national enterprise credit information publicity system within 30 days.

Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

When a company reduces its registered capital, it shall reduce its capital contribution or shares accordingly in proportion to the shares held by shareholders, unless otherwise provided by law or these Articles of Association.

Article 188 If the company still has losses after making up for losses in accordance with the provisions of paragraph 2 of Article 159 of this 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 provisions of paragraph 2 of Article 187 of this Articles of Association shall not apply, but an announcement shall be made on the company's designated media or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.

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

Article 189 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 190 When the company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless otherwise provided in these Articles of Association or the shareholders' meeting decides that shareholders have preemptive subscription rights.

Article 191 If a company is merged or divided and the registered items are changed, the change registration shall be carried out with the company registration authority in accordance with the law; if the company is dissolved, the company shall be deregistered in accordance with the law; if a new company is established, the company establishment registration shall be carried out in accordance with the law.

If a company increases or decreases its registered capital, it must apply for change registration with the company registration authority in accordance with the law.

Section 2 Dissolution and Liquidation

Article 192 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 this Articles of Association occur;

(2) The shareholders’ meeting resolves to dissolve;

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

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

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

If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the national enterprise credit information publicity system within ten days.

Article 193 If a company falls under the circumstances of Items (1) and (2) of Article 192 of this Articles of Association and has not distributed property to shareholders, it may continue to exist by amending this Articles of Association or by passing a resolution of the shareholders' meeting.

Amending the Articles of Association or making a resolution at the shareholders' meeting in accordance with the provisions of the preceding paragraph must be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.

Article 194 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 192 of this Articles of Association, it shall be liquidated. Directors are the liquidation obligors of the company and shall form a liquidation team to carry out liquidation within fifteen days from the date of occurrence of the reasons for dissolution.

The liquidation committee shall be composed of directors, unless otherwise provided for in these Articles of Association or if another person is 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 195 The liquidation committee shall exercise the following powers during the liquidation period:

(1) Clean up the company's assets 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) Settlement of claims and debts;

(6) Distribute the company’s remaining property after paying off its debts;

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

Article 196 The liquidation team shall notify creditors within 10 days from the date of establishment and make an announcement on the company's designated media or the national enterprise credit information publicity system within 60 days.

Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims.

During the period of reporting claims, the liquidation team shall not pay off creditors.

Article 197 After clearing the company's assets and preparing a "Balance Sheet" and "Property List", the liquidation team shall formulate a "Liquidation Plan" and submit it to the shareholders' meeting or the People's Court for confirmation.

The company's property is the remaining property after paying liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts respectively, and the company distributes the remaining property according to the proportion of shares held by shareholders. During the liquidation period, the company continues to exist, but it is not allowed to carry out business activities unrelated to the liquidation. The company's property will not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.

Article 198 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 debts, it shall apply for bankruptcy liquidation to the people's court with jurisdiction in accordance with the law.

After the People's Court accepts the bankruptcy application, the liquidation team shall hand over the liquidation affairs to the bankruptcy administrator designated by the People's Court.

Article 199 After the company's liquidation is completed, the liquidation team shall prepare a "liquidation report" and submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration.

Article 200 Members of the liquidation team shall have the duty of loyalty and diligence to perform liquidation duties.

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 201: 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 this Articles of Association

Article 202 The company will amend this Articles of Association under any of the following circumstances:

(1) After the Company Law or relevant laws, administrative regulations, departmental rules and normative documents are revised, the matters stipulated in this Articles of Association conflict with the relevant provisions and requirements of the revised laws, administrative regulations, departmental rules and normative documents;

(2) The company's circumstances change and are inconsistent with the matters recorded in this Articles of Association;

(3) The shareholders' meeting decides to amend this Articles of Association.

Article 203 If the amendments to the Articles of Association passed by the "Shareholders Meeting Resolution" 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 204 The Board of Directors shall amend this 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 205: Modifications to this Articles of Association are information required to be disclosed by laws, administrative regulations, departmental rules, normative documents and the Shenzhen Stock Exchange Stock Listing Rules, and shall be announced in accordance with regulations.

Chapter 11 Supplementary Provisions

Article 206 Interpretation:

Unless otherwise expressly provided by law, the following terms used in this Articles of Association or these Articles of Association shall only have the specific meanings indicated.

(1) Controlling shareholders refer to shareholders whose shares of the company account for more than 50% of the company's total share capital; or shareholders whose shares of the company do not exceed 50% of the company's total share capital, but whose voting rights are sufficient to have a significant impact on the resolutions of the shareholders' meeting.

(2) Actual controller refers to a natural person, legal person or other organization that can actually control the company's behavior through investment relationships, agreements or other arrangements.

(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests. However, state-controlled enterprises are related not only because they are also controlled by the state.

Article 207 The Company’s Board of Directors is responsible for interpreting this Articles of Association.

Article 208 The rules and regulations and other internal documents formulated by the company shall not conflict with the contents of this Articles of Association. Otherwise, it will be deemed invalid.

Article 209 If the content of this Charter conflicts with the relevant provisions or requirements of laws, administrative regulations, departmental rules and normative documents, the conflicting content shall be invalid, and the relevant provisions or requirements of laws, administrative regulations, departmental rules and normative documents shall prevail.

Article 210 This Articles of Association is written in Chinese, and the expressions or explanations in the Chinese version of the Company’s latest Articles of Association approved and registered with the Tianjin Municipal Administration for Market Regulation shall prevail.

Article 211 The terms "above", "within", "below", "before" and "at least" in this Articles of Association all include the original number; "over", "less than", "beyond", "less than" and "more than" do not include the original number.

Article 212 The annexes to this Articles of Association include the "Rules of Procedure for Shareholders' Meetings", "Rules of Procedure for Board of Directors' Meetings", etc.

Article 213 This Articles of Association shall take effect and be implemented upon review and approval by the shareholders' meeting.

Board of Directors of Tianjin Jiuan Medical Electronics Co., Ltd.

November 2025