/Luoxin Pharmaceutical: Articles of Association

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Luoxin Pharmaceutical: Articles of Association

Shenzhen Stock Exchange

2026/01/14

Luoxin Pharmaceutical Group Co., Ltd.

Articles of Association

Chapter 1 General Principles

Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders, employees and creditors, and regulate the organization and behavior of the company, this Articles of Association is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Constitution of the Communist Party of China (hereinafter referred to as the "Party Constitution"), the Guidelines for the Articles of Association of Listed Companies and other relevant regulations.

Article 2 Luoxin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company") is a joint-stock limited company established in accordance with the Company Law and other relevant regulations.

The company was established as a whole by Zhejiang Dongyin Pump Industry Co., Ltd., and was registered with the Zhejiang Provincial Administration for Industry and Commerce. It obtained a corporate business license and a unified social credit code: 913300007047295374.

Article 3 The company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") on March 16, 2016, to issue 25 million RMB ordinary shares to the public for the first time, and was listed on the Shenzhen Stock Exchange on April 15, 2016.

On December 31, 2019, with the approval of the China Securities Regulatory Commission’s “Reply on the Approval of the Major Asset Reorganization of Zhejiang Dongyin Pump Industry Co., Ltd. and the Issuance of Shares to Purchase Assets from Shandong Luoxin Holdings Co., Ltd. and Others” (CSRC License [2019] No. 3006), the company implemented a major asset reorganization. The company has submitted proposals to Shandong Luoxin Holdings Co., Ltd., Karamay Juezhi Equity Investment Management Limited Partnership, Ally Bridge Flagship LX (HK) Limited, Zhang Bin, Chen Laiyang, Qianhai Equity Investment Fund (Limited Partnership), Tianjin Ping An Consumer Technology Investment Partnership (Limited Partnership), GL Instrument Investment L.P., Shenzhen Ping An Health Technology Equity Investment Partnership (Limited Partnership), Wang Jian, Xu Feng, Zhuhai Hillhouse Tiancheng Equity Investment Fund (Limited Partnership), Karamay Yideyi Health Industry Investment Limited Partnership, Guangzhou Defu Equity Investment Fund Partnership (Limited Partnership), Hou Haifeng, Karamay Yiwuming Yunze Equity Investment Management Limited Partnership, Giant Star Global (HK) Limited, Sun Qinghua, Chen Jinhan, Yang Xuewei, Shihezi Yunze Fengmao Equity Investment Management Limited Partnership, Karamay Desheng Health Industry Investment Limited Partnership, Shihezi Yunze Fengmao Equity Investment Management Limited Partnership, Xiamen Menzhongnan Hongyuan Equity Investment Fund Partnership (Limited Partnership), Jinan Yuxian Trading Partnership (Limited Partnership), Nanjing Jieyuan Growth Venture Capital Partnership (Limited Partnership), Karamay Yiyunze Fengcai Equity Investment Management Limited Partnership, GL Healthcare Investment L.P., LuZhen Yu, Zhang Hailei, Zheng Jiayi, Mai Huijing and Gao Lanying issued 1,075,471,621 RMB ordinary shares.

Article 4 Company registered name: Luoxin Pharmaceutical Group Co., Ltd.

Company English name: Luoxin Pharmaceuticals Group Stock Co., Ltd.

Article 5 Company address: Building 4, No. 18, Luoqi Road, Luozhuang District, Linyi City, Shandong Province

Postal code: 276017

Article 6 The registered capital of the company is RMB 1,087,588,486, and the number of issued shares is 1,087,588,486 shares.

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

Article 8 The chairman of the company is the legal representative of the company. If the chairman of the board of directors who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation. If the company changes its legal representative, the change registration application shall be signed by the changed 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 be used against bona fide counterparties.

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

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

Article 11 The Articles of Association of the Company shall, from the effective date, become a legally binding document that regulates the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders, and is a legally binding document for the company, shareholders, directors and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.

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

Article 13 The company shall establish Communist Party organizations and carry out Party activities in accordance with the provisions of the Constitution of the Communist Party of China. The company provides necessary conditions for the activities of party organizations.

Chapter 2 Company Business Purpose and Scope

Article 14 The company's business purpose: actively fulfill social responsibilities, create stable returns for shareholders on the basis of ensuring the company's sustainable and healthy development, provide a development platform for employees, and contribute corporate value to society.

Article 15 After registration in accordance with the law, the company's business scope is: licensed items: pharmaceutical production; pharmaceutical commissioned production; pharmaceutical wholesale; pharmaceutical import and export; pharmaceutical retail; second-class medical device production; third-class medical device production; third-class medical device operation; technology import and export (projects that require approval according to law can only be carried out with the approval of relevant departments, and specific business projects are subject to the approval results). General projects: production of Class I medical devices; sales of Class I medical devices; sales of Class II medical devices; medical research and experimental development; technical services, technology development, technical consultation, technology exchange, technology transfer, and technology promotion (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).

Chapter 3 Company Shares

Section 1 Share Issuance

Article 16 The company's shares shall be in the form of stocks.

Article 17 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same category shall have equal rights.

For shares of the same type issued at the same time, the issuance conditions and price for each share are the same; subscribers pay the same price for each share subscribed.

Article 18 The par value of the par value shares issued by the company shall be expressed in RMB, with a par value of RMB 1 per share.

Article 19 The shares issued by the company shall be centrally deposited at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.

Article 20 When the company was established, the total number of ordinary shares was 75 million shares, with a par value of RMB 1 per share. The company's total share capital has been subscribed in one go by the promoters.

The company consists of eleven founders:

Sponsor 1: Wenling Daren Investment Management Co., Ltd.

Legal representative: Fang Xiubao

Residence: Podium houses 4, 5, and 6, Building 26, Donghui Community, Dongmen North Road, Taiping Street, Wenling City Corporate legal person business license number: 331081100174538 Contributed 3.0712 million shares by converting the audited net assets into shares, accounting for 4.09% of the registered capital, and has been paid in full.

Initiator 2: Fang Xiubao

Home address: No. 65, Yiqiao Village, Daxi Town, Wenling City, Zhejiang Province ID number: 330****************7632

The company contributed 37.5374 million shares by converting its audited net assets into shares, accounting for 50.05% of the registered capital, and has been paid in full.

Initiator three: Li Xueqin

Home address: No. 65, Yiqiao Village, Daxi Town, Wenling City, Zhejiang Province ID number: 332************2689

The company contributed 10.1692 million shares by converting its audited net assets into shares, accounting for 13.56% of the registered capital. It has been paid in full.

Initiator 4: Fang Donghui

Home address: No. 65, Yiqiao Village, Daxi Town, Wenling City, Zhejiang Province ID number: 331************3072

The company contributed 8.19 million shares by converting its audited net assets into shares, accounting for 10.92% of the registered capital, and has been fully paid.

Sponsor 5: Fang Jieyin

Home address: No. 65, Yiqiao Village, Daxi Town, Wenling City, Zhejiang Province ID number: 331************3061

The company contributed 8.19 million shares by converting its audited net assets into shares, accounting for 10.92% of the registered capital, and has been fully paid.

Initiator 6: Shao Yutian

Home address: No. 262, Zhanqian East Road, Daxi Town, Wenling City, Zhejiang Province

ID number: 332*************2677

The company invested 2.2501 million shares in the form of shares converted from the audited net assets, accounting for 3% of the registered capital, and has been paid in full.

Sponsor 7: Jiang Xiaowei

Home address: Room 701, Building 30, Donghui Community, Taiping Street, Wenling City, Zhejiang Province ID number: 332****************0017

The company invested 2.2501 million shares in the form of shares converted from the audited net assets, accounting for 3% of the registered capital, and has been paid in full.

Sponsor 8: Ye Chunxiu

Home address: Room 201, Building 6, Huahaiyuan, Xihu District, Hangzhou

ID number: 332************0367

The company invested 2.2501 million shares in the form of shares converted from the audited net assets, accounting for 3% of the registered capital, and has been paid in full.

Initiator 9: Zhu Fulin

Home address: Room 605, Building 10, Chunshuiyuan, Jinyuan Community, Taiping Street, Wenling City, Zhejiang Province ID number: 332****************3517

The company invested 395,800 shares in the form of shares converted from its audited net assets, accounting for 0.53% of the registered capital, and has been paid in full.

Initiator 10: Zhong Weiwei

Home address: No. 287, Hangwen North Road, Zeguo Town, Wenling City, Zhejiang Province

ID number: 330***********242X

The company invested 395,800 shares in the form of shares converted from its audited net assets, accounting for 0.53% of the registered capital, and has been paid in full.

Initiator 11: Li Yongjin

Home address: No. 695, Tian'ao Village, Dajing Town, Yueqing City, Zhejiang Province

ID number: 330************7618

The company contributed 300,300 shares by converting its audited net assets into shares, accounting for 0.4% of the registered capital, and has been paid in full.

If shareholders make non-monetary capital contributions, they must complete the transfer procedures for property rights in accordance with the law.

Article 21 The total number of shares of the company is 1,087,588,486 shares, all of which are ordinary shares.

Article 22 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., unless the company implements an employee stock ownership plan.

For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.

Section 2 Share Increase, Decrease and Repurchase

Article 23 Based on the needs of operation and development, in accordance with the provisions of laws and regulations, and upon resolution of the shareholders' meeting, the company may increase capital in the following ways:

(1) Issuance of shares to unspecified objects;

(2) Issuance of shares to specific objects;

(3) Distribute bonus shares to existing shareholders;

(4) Convert public reserve funds into share capital;

(5) Other methods stipulated by laws, administrative regulations and the China Securities Regulatory Commission.

Article 24 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 25 A company may not acquire its own shares. However, except for one of the following circumstances:

(1) Reduce the company’s registered capital;

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

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

(4) A shareholder requests the company to acquire his or her shares because he or she dissents from the company's merger or division resolution made by the shareholders' meeting;

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

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

Article 26 A company may choose one of the following methods to acquire its own shares:

(1) Open centralized bidding transaction method;

(2) Method of offer;

(3) Laws, regulations and other methods recognized by the China Securities Regulatory Commission.

If a company acquires its own shares due to the circumstances stipulated in Items (3), (5) and (6) of Paragraph 1 of Article 25 of this Article, it shall do so through public centralized transactions.

Article 27 If the company acquires the company's shares due to the circumstances specified in Items (1) and (2) of Paragraph 1 of Article 25 of this Article, it shall be resolved by the shareholders' meeting; if the company acquires its shares due to the circumstances specified in Items (3), (5) and (6) of Article 25 of Paragraph 1 of this Article, it may, in accordance with the provisions of this Article 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 paragraph 1 of Article 25 of this Article, if it falls under the circumstance 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 issued shares of the company, and shall be transferred or canceled within three years.

Section 3 Share Transfer

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

Article 29 The company does not accept its own shares as the subject of pledge.

Article 30 Directors and senior managers of a company shall declare 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 held by them in the company, except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc. If the company's directors and senior managers hold no more than 1,000 shares of the company, they may transfer them all at once without being subject to the aforementioned transfer ratio restrictions. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.

A company's controlled subsidiaries are not allowed to acquire shares issued by the company. If it is true that shares are held for special reasons, the situation shall be eliminated in accordance with the law within one year. Before the above situation is eliminated, the relevant subsidiaries shall not exercise the voting rights corresponding to the shares held.

Article 31 If shareholders, directors, or senior managers holding more than 5% of the company's shares sell the company's stocks or other equity securities they hold within six months of purchase, or purchase them again within six months of sale, the proceeds shall belong to the company, and the company's board of directors will take back the proceeds. However, securities companies holding more than 5% of the shares due to the purchase of remaining stocks after the package sale are excluded, as well as other circumstances stipulated by the China Securities Regulatory Commission.

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

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

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

Chapter 4 Shareholders and Shareholders Meeting

Section 1 General Provisions for Shareholders

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

Article 33 When a company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other actions that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. Shareholders registered after the market close on the equity registration date shall be shareholders who enjoy relevant rights and interests.

Article 34 Shareholders of the company enjoy the following rights:

(1) Receive dividends and other forms of benefit distribution in accordance with 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 business operations and make suggestions and inquiries;

(4) Transfer, donate or pledge the shares it holds in accordance with the provisions of laws, administrative regulations and the company's articles of association;

(5) Check and copy the company's articles of association, shareholder list, shareholders' meeting minutes, board meeting resolutions, and financial accounting reports. Shareholders who meet the regulations may check the company's accounting books and accounting vouchers;

(6) When the company is terminated or liquidated, it shall participate in the distribution of the company's remaining property according to the share of shares it holds.

match;

(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 this Charter.

Shareholders who request to review or copy company-related materials must comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations.

If shareholders who individually or collectively hold more than 3% of the company's shares for more than 180 consecutive days request to inspect the company's accounting books and accounting vouchers, they shall submit a written request to the company stating the purpose. If the company has reasonable grounds to believe that a shareholder's inspection of accounting books and accounting vouchers has improper purposes and may harm the company's legitimate interests, it may refuse to provide inspection and shall reply to the shareholder in writing and explain the reasons within 15 days from the date of the shareholder's written request.

Shareholders may entrust accounting firms, law firms and other intermediaries to review the materials specified in the preceding paragraph. Shareholders and their entrusted accounting firms, law firms and other intermediaries shall abide by laws and administrative regulations on the protection of state secrets, business secrets, personal privacy, personal information and other laws and administrative regulations when accessing and copying relevant materials.

If a shareholder requests to review or copy the relevant information or request materials mentioned in item (5) of the previous article, the company may require him to provide written documents proving the type and number of shares he holds in the company. After verifying the shareholder's identity, the company will notify the shareholder to go to the company's designated location to review and copy the information on site. The shareholder shall sign a confidentiality agreement in accordance with the company's requirements. If shareholders request to review or copy relevant materials of the company's wholly-owned subsidiaries, the above provisions shall apply.

Article 35 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and administrative regulations, the shareholders

Have the right to request the People's Court to determine invalidity.

If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of the shareholders' meeting or the board of directors' meeting, which do not have a substantial impact on the resolution.

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

If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. If it involves the correction of previous matters, it will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled.

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

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

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

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

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

Article 37 If directors or senior managers other than members of the audit committee violate laws, administrative regulations or the provisions of this Article of Association when performing their duties and cause losses to the company, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the audit committee to file a lawsuit in the People's Court in writing; if members of the audit committee violate laws, administrative regulations or the provisions of this Article of Association when performing their duties and cause losses to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the People's Court.

If the audit committee or the board of directors refuses to file a lawsuit after receiving a written request from a shareholder as stipulated in the preceding paragraph, or fails to file a lawsuit within thirty days from the date of receipt of the request, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests, the shareholders specified in the preceding paragraph have the right to directly file a lawsuit with the People's Court in their own name for the benefit of the company.

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

If directors, supervisors or senior managers of a company's wholly-owned subsidiaries perform their duties in violation of laws, administrative regulations or the provisions of these articles of association, 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 names.

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

Article 38 If directors or senior managers violate laws, administrative regulations or the provisions of these Articles of Association and harm the interests of shareholders, shareholders may file a lawsuit in the People's Court.

Article 39 Shareholders of a company bear the following obligations:

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

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

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

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

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

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

Section 2 Controlling Shareholders and Actual Controllers

Article 41 The company's controlling shareholders and actual controllers shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, and safeguard the interests of the listed company.

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) Other provisions of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.

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

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

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

Section 3 General Provisions of Shareholders’ Meetings

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

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

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

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

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

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

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

(7) Modify this Articles of Association;

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

(9) Review and approve the guarantee matters stipulated in Article 46 of these Articles of Association;

(10) Review and approve the financial assistance matters stipulated in Article 47 of this Charter;

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

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

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

(14) Make a resolution on the company’s acquisition of the company’s shares due to the reasons stated in Items (1) and (2) of Article 25, Paragraph 1 of this Article;

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

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

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

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

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

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

(3) Any guarantee provided after the total amount of external guarantees provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;

(4) A guarantee where the latest financial statement data of the guaranteed object shows that the asset-liability ratio exceeds 70%;

(5) Guarantees where the cumulative amount of guarantees in the last twelve months exceeds 30% of the company’s latest audited total assets;

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

(7) Other guarantee matters stipulated by the Shenzhen Stock Exchange or these Articles of Association.

When the company's shareholders' meeting considers the guarantee item (5) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.

Article 47 If the company provides financial assistance under any of the following circumstances, it shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors:

(1) The amount of a single financial aid exceeds 10% of the company’s latest audited net assets;

(2) The latest financial statement data of the funded object shows that the asset-liability ratio exceeds 70%;

(3) The cumulative amount of financial assistance in the last twelve months exceeds 10% of the company’s latest audited net assets;

If the funding object is a holding subsidiary within the scope of the company's consolidated statements, and the other shareholders of the holding subsidiary do not include the company's controlling shareholders, actual controllers and their related parties, the provisions of the preceding paragraph may be exempted from application. The company shall not provide funds or other financial assistance to related legal persons (or other organizations) and related natural persons as stipulated in the "Shenzhen Stock Exchange Stock Listing Rules". If other shareholders of the company's related-shareholding companies (excluding entities controlled by the company's controlling shareholders, actual controllers and their related persons) provide financial assistance with the same conditions in proportion to their capital contribution, the listed company may provide financial assistance to the related-shareholding company, but it must be reviewed and approved by more than half of all non-related directors, and must be reviewed and approved by more than two-thirds of the non-related directors attending the board meeting, and submitted to the shareholders' meeting for review.

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

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

(1) When the number of directors is less than two-thirds of the number specified in the Company Law or the number specified in these Articles of Association;

(2) When the company’s uncompensated losses reach one-third of its total share capital;

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

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

(5) When the audit committee proposes to convene;

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

Article 50 The company’s shareholders’ meeting shall be held at the company’s domicile, office or other location determined by the board of directors. After the notice of the shareholders' meeting is issued, the location of the on-site shareholders' meeting shall not be changed without justifiable reasons. If changes are indeed necessary, the convener shall announce and explain the reasons at least 2 working days before the on-site meeting.

The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. The company will also provide online voting to facilitate shareholders' participation in the shareholders' meeting. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present.

In addition to setting up a meeting venue and holding it in person, the shareholders' meeting can also be held using electronic communication methods.

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

(1) Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, and these Articles of Association;

(2) The number of shareholders and shareholders’ authorized representatives attending the shareholders’ meeting, the number of representative shares, and whether the qualifications of those 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) Situations in which relevant shareholders abstain from voting. If other shareholders are determined to avoid voting after the shareholders' meeting is notified, the legal opinion should disclose the relevant reasons in detail and issue a clear opinion on its legality and compliance;

(5) Except for proposals to elect directors through cumulative voting, the number of shares that agree, oppose and abstain from voting for each proposal and their proportion to the total number of shares with valid voting rights present at the meeting and whether the proposal is passed. The proposal to elect directors by cumulative voting, the number of electoral votes each candidate received, and whether he was elected; whether the voting results of the shareholders' meeting are legal and valid;

(6) If the circumstances specified in Paragraph 4 of Article 83 of these Articles of Association exist, a clear opinion shall be issued on whether the votes of relevant shareholders that are not included in the total number of voting shares of the shareholders' meeting are legal and compliant, and whether the voting results are legal and compliant;

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

Section 4 Convening of Shareholders’ Meeting

Article 52 The board of directors shall convene the shareholders’ meeting on time within the prescribed time limit. With the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting.

Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.

If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it shall explain the reasons and make an announcement.

Article 53 The audit committee has the right to propose to the board of directors the convening of an extraordinary shareholders' meeting, which shall be submitted to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.

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

If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.

Article 54 Shareholders who individually or jointly hold more than 10% of the company's shares must request the board of directors to convene an extraordinary shareholders' meeting in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the request in accordance with the provisions of laws, administrative regulations and these Articles of Association.

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

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

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

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

Article 55 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the Shenzhen Stock Exchange.

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

Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%. The convening shareholder shall, no later than when issuing the notice of the shareholders' meeting, promise not to reduce its holdings of the shares of the listed company from the date of proposing to convene the shareholders' meeting to the date of the shareholders' meeting and disclose the same.

Article 56 The board of directors and the board secretary shall cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors shall provide a list of shareholders on the equity registration date. If the board of directors fails to provide a list of shareholders, the convener may apply to the securities registration and clearing agency to obtain it with the relevant announcement of the notice of convening the shareholders' meeting. The shareholder list obtained by the convener shall not be used for any purpose other than convening a shareholders' meeting.

Article 57 For a shareholders' meeting convened by the audit committee or shareholders themselves, the company shall bear the necessary expenses for the meeting.

Section 5 Proposals and Notices of Shareholders’ Meeting

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

Article 59 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders who individually or collectively hold more than 1% of the company's shares have the right to propose proposals to the company.

Shareholders who individually or collectively hold more than 1% of the company's shares may put forward temporary proposals and submit them in writing to the convener 10 days before the shareholders' meeting. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the company's articles of association, or do not fall within the scope of the shareholders' meeting.

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

Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of this Articles of Association shall not be voted on and resolutions made by the shareholders' meeting.

Article 60 The convener will notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify each shareholder by announcement 15 days before the meeting.

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

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

(1) Time, place and duration of the meeting;

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

(3) Explain in clear words: All registered ordinary 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) Equity registration date of shareholders who have the right to attend the shareholders’ meeting;

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

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

All specific contents of all proposals shall be fully and completely disclosed in the shareholders' meeting notice and supplementary notice. The start time of voting online or by other means at the shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 pm on the day when the on-site shareholders' meeting ends.

The interval between the equity registration date and the meeting date shall be no less than 2 working days and no more than 7 working days. Once the equity registration date is confirmed, it cannot be changed.

Article 62 If the shareholders’ meeting intends to discuss the election of directors, the shareholders’ meeting notice will fully disclose the detailed information of the director candidates, including at least the following:

(1) Educational background, work experience, part-time job and other personal information;

(2) Whether there is a related relationship with the company or its controlling shareholder and actual controller, whether there is a related relationship with shareholders who hold more than 5% of the company’s shares and its actual controller, and whether there is a related relationship with other directors and senior managers of the company;

(3) Number of shares held in the company;

(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange.

Article 63 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 64 The company's board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders' meeting. Measures will be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and will be reported to relevant departments for investigation and punishment in a timely manner.

Article 65 All shareholders or agents registered on the equity registration date have the right to attend the shareholders’ meeting and exercise their voting rights in accordance with relevant laws, regulations and these Articles of Association.

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

Article 66 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.

Article 67 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:

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

(2) The name of the agent;

(3) Specific instructions from shareholders, including instructions to vote in favor, against or abstain from voting on each matter included in the agenda of the shareholders’ meeting;

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

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

Article 68 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document, and the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting. If the principal is a legal person, its legal representative or a person authorized by resolution of the board of directors or other decision-making body shall attend the company's shareholders' meeting as a representative.

Article 69 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.

Article 70 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.

Article 71 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 72 The shareholders' meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.

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

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

When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure and makes it impossible to continue the shareholders' meeting, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.

Article 73 The company shall formulate rules of procedure for shareholders' meetings, specifying in detail the convening, convening and voting procedures of shareholders' meetings, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the principles for authorization of the board of directors of shareholders' meetings, and the authorization content shall be clear and specific. The rules of procedure of the shareholders' meeting shall be attached to this Articles of Association and shall be approved by the shareholders' meeting.

Article 74 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 75 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.

Article 76 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration.

Article 77 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:

(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 charter.

Article 78 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives, meeting presiding officers, etc. who are present or present at the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods, and shall be kept for a period of not less than 10 years.

Article 79 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener shall 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 80 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.

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

Special resolutions made by a shareholders' meeting must be passed by more than two-thirds of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.

Article 81 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:

(1) Work report of the board of directors;

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

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

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

Article 82 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, liquidation or change of company form of the company;

(3) Modification of this Articles of Association;

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

(5) Equity incentive plan;

(6) Spin off and list its subsidiaries;

(7) Repurchase shares for the purpose of reducing registered capital;

(8) 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.

The proposals in Items 6 and 7 of the preceding paragraph shall, in addition to being passed by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting, also be passed by more than two-thirds of the voting rights held by shareholders attending the meeting other than directors, senior managers of the listed company and shareholders who individually or collectively hold more than 5% of the shares of the listed company. Shareholders (including shareholders' agents) exercise their voting rights based on the number of voting shares they represent, and each share is 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 shares with voting rights for shareholders present.

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

The company's board of directors, independent directors, shareholders holding more than 1% of 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 may publicly request the company's shareholders to entrust them to attend the shareholders' meeting on their behalf and exercise the rights of shareholders such as proposal rights and voting rights on their behalf. Unless otherwise provided by laws and regulations, the company and the convener of the shareholders' meeting shall not set conditions for solicitors.

The collection of shareholders' rights shall be carried out free of charge, and the information necessary for shareholders to make authorization shall be fully disclosed to the persons being collected. The rights of shareholders shall not be collected in a paid or disguised manner.

Article 83 When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be 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.

The avoidance and voting procedures for related shareholders are:

(1) The board of directors should make a judgment on whether the relevant matters to be submitted to the shareholders’ meeting for review constitute related transactions in accordance with the provisions of relevant laws, administrative regulations and departmental rules;

(2) If the board of directors determines that the relevant matters to be submitted to the shareholders’ meeting for consideration constitute related transactions, the board of directors shall notify the related shareholders;

(3) When the shareholders' meeting votes on related-party transactions, after deducting the number of voting shares represented by the related shareholders, the non-related shareholders attending the shareholders' meeting will vote in accordance with the provisions of these Articles of Association.

(4) If there are special circumstances where related shareholders cannot avoid the matter, the company may vote in accordance with normal procedures after obtaining the consent of the competent department, and make a detailed explanation in the resolution of the shareholders' meeting.

Article 84 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors or senior managers to hand over the management of all or important business of the company to that person without approval by a special resolution of the shareholders' meeting.

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

The methods and procedures for director nomination are:

(1) Nomination of director candidates shall be made in the following ways:

Nomination by the company’s board of directors;
Shareholders who individually or jointly hold more than 1% of the company's total voting shares shall not nominate candidates more than the number of directors to be elected or changed.

(2) The company may appoint independent directors in accordance with the resolution of the shareholders’ meeting. The nomination of independent director candidates shall be carried out in the following ways:

Nomination by the company’s board of directors;
Shareholders who individually or jointly hold more than 1% of the company's issued shares shall not nominate candidates more than the number of independent directors to be elected or changed.

(3) Shareholders who nominate candidates for directors or independent directors must submit in writing the intention to nominate directors or independent director candidates and the candidates' resumes to the company's board secretary 20 days before the shareholders' meeting. Non-independent director candidates should make a written commitment (any notification method can be used) before the shareholders' meeting, agree to accept the nomination, promise that the disclosed information is true and complete, and guarantee that they will effectively perform their duties as directors after being elected. Candidates for independent directors should make a written commitment before the company issues a notice of shareholders’ meeting to elect independent directors, and submit relevant materials (including nominator’s statement and commitment, candidate’s statement and commitment, independent director’s resume, etc.) to the secretary of the board of directors and submit them to the Shenzhen Stock Exchange.

The board of directors is responsible for preparing proposals to nominate directors and independent directors and submit them to the shareholders' meeting;

(4) Employee representative directors are democratically elected by the company’s employee representative conference, workers’ conference or other forms of democracy.

Article 86 When the shareholders' meeting votes on the election of directors, the cumulative voting system may be implemented in accordance with the provisions of these articles of association or the resolution of the shareholders' meeting. If a company's shareholders' meeting holds 30% or more of the equity shares owned by a single shareholder and its persons acting in concert, the company's shareholders' meeting elects two or more non-independent directors, or if the company's shareholders' meeting elects two or more independent directors, a cumulative voting system shall be adopted.

The cumulative voting system mentioned in the preceding paragraph means that when the shareholders' meeting elects directors, each share has the same voting rights as the number of directors to be elected, and the voting rights held by shareholders can be used collectively. The board of directors shall announce to shareholders the resume and basic information of candidate directors.

Article 87 If the cumulative voting system is adopted for the nomination and election of directors, the specific procedures are as follows:

Each share has the same right to nominate directors as the total number of selected directors. Shareholders can collectively nominate one candidate, or they can nominate several candidates separately. Finally, the director candidates will be decided based on the number of votes received and the director conditions stipulated in the company's articles of association.

During the election, each shareholder's share has the same voting rights as the total number of directors selected. Shareholders can divide the votes equally among each director candidate, or they can pool their votes to select one or part of the director candidates and have the right to elect others. Finally, the directors will be determined based on the number of votes received and the director conditions stipulated in the company's articles of association.

Article 88 In addition to the cumulative voting system, the shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, they will vote in the order in which the proposals are submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting will not shelve proposals or refrain from voting.

Article 89 When the shareholders' meeting considers the proposal, the proposal will not be modified. If it is changed, it shall be regarded as a new proposal and cannot be voted on at this shareholders' meeting.

Article 90 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 91 The shareholders' meeting shall vote by registered vote.

Article 92 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision. When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.

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

Article 93 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 94 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 intention.

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 95 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 96 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.

If the 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 97: If the shareholders' meeting passes the relevant director election proposal, the new director shall take office immediately after the shareholders' meeting has reviewed and approved it. The date of taking office is the date when the resolution of the shareholders' meeting to elect the director is passed, unless there are other explicit provisions on the date of taking office in the content of such resolutions.

Chapter 5 Board of Directors

Section 1 General Provisions for Directors

Article 98 A director of a company is a natural person who shall not serve as a director of the company under any of the following circumstances:

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

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

(3) Serving as a director, factory director or general 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 three years have passed since the date of completion of the bankruptcy liquidation of the company or enterprise;

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

(5) An individual is listed as a dishonest person subject to execution by the people's court because of a relatively large amount of debt that has not been paid off when due;

(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, and the term has not expired;

(8) Unable to ensure that sufficient time and energy are devoted to company affairs during the term of office and to effectively perform the various responsibilities that directors should perform;

(9) Other contents stipulated in laws, administrative regulations or departmental rules.

Director candidates should report to the board of directors whether they have the above circumstances as soon as they know or should know that they are being elected as director candidates.

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.

The nomination committee of the company's board of directors shall review whether director candidates meet the qualifications for office. When a company discloses the status of director candidates, it shall simultaneously disclose the review opinions of the nomination committee of the board of directors. The Nomination Committee of the Board of Directors shall evaluate the qualifications of directors and promptly make recommendations to the Board of Directors for dismissal if they are found to be unqualified.

Article 99 Directors are elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. Directors have a three-year term and may be re-elected upon expiration of their term. Before the expiration of a director's term, the shareholders' meeting cannot remove him from office without reason.

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

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

Article 100 The procedures for the selection and appointment of directors of the company are as follows:

(1) Propose a list of candidate directors in accordance with the provisions of these Articles of Association;

(2) Disclose the detailed information of director candidates before the shareholders’ meeting to ensure that shareholders have sufficient understanding of the candidates when voting;

(3) The director candidate shall make a written commitment before the shareholders’ meeting, agree to accept the nomination, promise that the publicly disclosed information about the director candidate is true and complete, and ensure that he will effectively perform his duties as a director after being elected;

(4) According to the voting procedures of the shareholders’ meeting, each director candidate shall be voted on one by one at the shareholders’ meeting.

(5) Employee representative directors are democratically elected by the company’s employee representative conference, workers’ conference or other forms of democracy.

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

(1) 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 these Articles, no contract or transaction may be made directly or indirectly with the company;

(5) You shall not take advantage of your position to seek business opportunities belonging to the company for yourself or others, except if you report to the board of directors or the shareholders' meeting and pass the resolution of the shareholders' meeting, or if the company is unable to take advantage of the business opportunity in accordance with laws, administrative regulations or these Articles of Association; when the above situation occurs, you must report to the board of directors or the shareholders' meeting, fully explain the reasons, measures to prevent conflicts between your own interests and the company's interests, and the impact on the company, and disclose them;

(6) Without reporting to the board of directors or the shareholders' meeting and passing the resolution of the shareholders' meeting, no business of the same type as that of the company may be operated for oneself or for others;

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

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

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

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

The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.

The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.

Article 102 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of diligence to the company, and shall exercise the reasonable care normally due to managers in performing their duties for the best interests of the company. Directors have the following diligence obligations towards the company:

(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;

(2) All shareholders should be treated fairly and communication with investors should be strengthened;

(3) Keep abreast of the company's business operation and management status, ensure that you have enough time and energy to participate in the affairs of the listed company, and in principle, you should attend the board of directors in person. If you are unable to attend the board of directors in person for some reason, you should carefully select the trustee. Authorization matters and decision-making intentions should be specific and clear, and no carte blanche is allowed;

(4) Should sign a written confirmation of the company’s regular reports to ensure that the information disclosed by the company is true, accurate and complete;

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

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

Article 103 If a director fails to attend in person for two consecutive times and does not entrust other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors may recommend his removal to the shareholders' meeting.

Article 104 Directors may resign before the expiration of their term of office. Directors who resign must submit a written resignation report to the company. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within 2 trading days.

If the number of members on the company's board of directors falls below the legal minimum due to the resignation of a director, or the resignation of an independent director results in the proportion of independent directors on the board of directors or special committees not complying with laws, regulations or the company's articles of association, or there are no accounting professionals among the independent directors, the resignation report shall not take effect until the next director fills the vacancy created by his resignation. Before the re-elected directors take office, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and these Articles of Association.

The resignation report should state the time of resignation, the reason for resignation, the position resigned from, whether to continue to serve in the company after resignation (if continuing to serve, explain the circumstances of continuing to serve), etc.

If a director resigns, the company shall complete the by-election within 60 days to ensure that the composition of the board of directors and its special committees complies with laws, regulations and these Articles of Association.

Article 105 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation becomes effective or his term of office expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders is not automatically lifted after the end of his term. He must still perform it within two years after his resignation becomes effective or his term of office expires. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation. Commitments that have not been fulfilled when a director leaves office must still be fulfilled. The company should examine whether the resigning directors have unfulfilled obligations, unfulfilled commitments, and whether they are suspected of illegal or illegal activities.

Article 106 The company's 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 107 No director may act in his or her own name on behalf of the company or the board of directors without the provisions of these articles of association or the legal authorization of the board of directors. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.

Article 108 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 or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.

Article 109 The qualifications, emergence, rights and obligations and other related matters of the company's independent directors shall be governed by the provisions of the "Administrative Measures for Independent Directors of Listed Companies" promulgated by the China Securities Regulatory Commission.

Section 2 Board of Directors Meeting

Article 110 The company has a board of directors, which is the company’s business decision-making body and is responsible to the shareholders’ meeting.

Article 111 The Board of Directors shall consist of 7 directors, including 3 independent directors. There is one employee representative director, who is elected democratically by the employee representative conference, workers' conference or other forms of democracy; other directors are elected by the shareholders' meeting.

Article 112 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 corporate bonds or other securities, and go public;

(6) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, or mergers, divisions, dissolutions, and changes to the company’s form;

(7) 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 decide on their remuneration, rewards and punishments; based on the nomination of the general manager, decide on the appointment or dismissal of the company’s deputy general manager, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;

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

(11) Formulate a plan to amend the company’s articles of association;

(12) Management company information disclosure matters;

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

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

(15) Other powers granted by laws, administrative regulations, departmental rules or this Charter.

Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.

When directors consider matters submitted to the board of directors for decision-making, they should fully collect information and carefully judge whether the matters discussed involve their own interests, whether they fall within the scope of the board of directors' powers, whether the materials are sufficient, and whether the voting procedures are legal.

Article 113 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 114 The company's board of directors formulates the rules of procedure of the board of directors to ensure that the board of directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making.

The Rules of Procedure of the Board of Directors stipulate the convening and voting procedures of the Board of Directors. The Rules of Procedure of the Board of Directors, as an attachment to these Articles of Association, are formulated by the Board of Directors and approved by the shareholders' meeting.

Article 115 The board of directors shall determine the authority for external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc., and establish strict review and decision-making procedures; major investment projects shall organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval.

Article 116 The board of directors shall have one chairman, who shall be elected by a majority of all directors.

Article 117 The chairman of the board of directors shall exercise the following powers:

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

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

(3) Nominate candidates for general manager and board secretary;

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

Article 118 If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.

Article 119 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors shall be notified in writing 10 days before the meeting.

Article 120 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the audit committee, and more than half of the independent directors may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.

Article 121 When the board of directors convenes an extraordinary board meeting, it shall notify all directors in writing three days before the meeting. In the case of urgent matters, the convening of an extraordinary board meeting may not be subject to the aforementioned meeting notice time limit, but the convener shall make an explanation at the meeting.

Article 122 The notice of board meeting shall include the following contents:

(1) Meeting date and location;

(2) Meeting period;

(3) Reasons and issues;

(4) Date of issuance of notice.

Article 123 A board meeting must be attended by more than half of the directors. Resolutions made by the board of directors must be approved by more than half of all directors. The voting on resolutions of the board of directors shall be based on one person, one vote.

Article 124 If a director has a related relationship with an enterprise or individual involved in the resolution of the board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than 3, the matter shall be submitted to the shareholders' meeting for review.

Article 125 The voting method for resolutions of the board of directors is: voting by show of hands or voting by registered vote. On the premise of ensuring that directors can fully express their opinions, board meetings can be held in writing, by telephone, by fax, or with the help of communication equipment that allows all directors to communicate. Resolutions can be made by fax or other written forms, and must be signed by the participating directors.

Article 126 Board meetings shall be attended by the director in person; if a director is unable to attend for any reason, he may entrust another director in writing to attend on his behalf.

The power of attorney shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal.

Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.

Article 127 The board of directors shall make minutes of the decisions on matters discussed at the meeting, and the directors, board secretaries and record-keepers present at the meeting shall sign on the minutes.

Directors present at the meeting have the right to request an explanatory record of their speeches at the meeting in the minutes. The minutes of board of directors meetings shall be kept as company files and shall be kept for no less than 10 years.

Article 128 The minutes of board meetings shall include the following contents:

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

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

(3) Meeting agenda;

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

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

Section 3 Independent Directors

Article 129 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. Independent directors shall submit an annual work report to the company's annual shareholders' meeting, explaining the performance of their duties.

Article 130 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.

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 131 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 132 As a member of the board of directors, independent directors have a duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:

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

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

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

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

Article 133 Independent directors shall exercise the following special powers:

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

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

(3) Proposing to convene a board meeting;

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

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

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

The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of more than half of all independent directors.

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

Article 134 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 135 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.

The company holds special meetings of independent directors regularly or irregularly. Matters listed in items (1) to (3) of Article 134 and Article 135 of this Article of Association shall be reviewed by special meetings of independent directors. Special meetings of independent directors can study and discuss other matters of the company as needed. Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.

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

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

Section 4 Special Committees of the Board of Directors

Article 136 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 137 The Audit Committee shall consist of 3 directors who do not serve as senior managers of the company, including 2 independent directors and 1 non-independent director. An accounting professional among the independent directors shall serve as the convener.

Article 138 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 139 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 140 The company’s board of directors shall establish four special committees: Audit Committee, Strategy Committee, Nomination Committee, and Remuneration and Appraisal Committee. Special committees are responsible to the Board of Directors and perform their duties in accordance with the 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, more than half of the independent directors in the Audit Committee, Nomination Committee, and Remuneration and Appraisal Committee serve as conveners. The convener of the Audit Committee is an accounting professional. However, if the relevant competent authorities of the State Council have other provisions on the convener of the special committee, such provisions shall prevail. The board of directors is responsible for formulating work procedures for special committees and standardizing their operations.

Article 141 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, fully considering the composition of the board of directors, professional structure and other factors, 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 142 The Remuneration and Assessment 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 General Manager and Other Senior Management Personnel

Article 143 The company shall have a general manager who shall be appointed or dismissed by the board of directors. The term of office of the general manager is three years and can be re-appointed. The company’s general manager, financial controller, secretary to the board of directors and other personnel stipulated in these articles of association are the company’s senior managers.

Article 144 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 shall also apply to senior managers.

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

Article 145 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 146 The general manager shall be responsible to the board of directors and shall exercise the following powers:

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

(2) Organize and implement the company’s annual 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 financial officer or other senior managers;

(7) Decide to appoint or dismiss company management personnel other than those who should be appointed or dismissed by the board of directors;

(8) Other powers granted by the company's articles of association or the board of directors.

The general manager attends the board of directors meetings, and the general manager who is not a director has no voting rights on the board of directors.

Article 147 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation.

Article 148 The general manager’s working rules include the following contents:

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

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

(3) The use of company funds and assets, the authority to sign major contracts, and the reporting system to the board of directors;

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

Article 149 The general manager may resign before the expiration of his term of office. The specific procedures and methods for the general manager's resignation shall be stipulated in the labor contract between the general manager and the company.

Article 150 The person in charge of finance shall comprehensively manage the daily financial work of the company, sign important financial documents, and report work to the general manager.

Article 151 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ meeting and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters.

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

Article 152 The company’s financial officer and other senior managers shall be nominated by the general manager and appointed or dismissed by the board of directors. The secretary of the board of directors is nominated by the chairman of the board of directors and appointed or dismissed by the board of directors.

Article 153 If a senior manager performs his duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation. Senior managers who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation. Senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders; if senior managers fail to faithfully perform their duties or violate their fiduciary obligations, 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 154 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.

Article 155 The company shall submit and disclose an annual report to the CSRC offices and stock exchanges within 4 months from the end of each fiscal year, and submit and disclose an interim report to the CSRC offices and stock exchanges within 2 months from the end of the first half of each fiscal year.

The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws, administrative regulations, China Securities Regulatory Commission and stock exchange regulations.

Article 156 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 157 When the company distributes after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals can be made.

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

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

The remaining after-tax profits after the company has made up for its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association stipulate that distribution is not based on the proportion of shareholdings.

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

If a company 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 liability for compensation.

Article 158 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be used to increase the company's registered capital. To make up for the company's losses from the public reserve fund, the discretionary public reserve fund and statutory public reserve fund shall be used first; if it still cannot be made up, the capital public reserve fund may be used in accordance with regulations.

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

Article 159 After the company's shareholders make a resolution on the profit distribution plan, or after the company's board of directors formulates a specific plan based on the next year's interim dividend conditions and upper limit reviewed and approved by the annual shareholders' meeting, the distribution of dividends (or shares) must be completed within 2 months.

Article 160 The company’s profit distribution policy is:

(1) Principle of profit distribution

When formulating profit distribution policies and specific plans, companies should pay attention to investors' reasonable investment returns, take into account the company's long-term interests and sustainable development, and maintain the continuity and stability of profit distribution policies.

(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. Cash dividends have priority over stock dividends. If a company meets the conditions for cash dividends, it shall give priority to cash dividends for profit distribution.

(3) Profit distribution decision-making mechanism

The formulation and modification of the company's profit distribution plan shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors. The profit distribution plan proposed by the board of directors must be approved by more than half of the board members.
When the company convenes the annual shareholders' meeting to review the annual profit distribution plan, it may review and approve the conditions, proportion limit, amount limit, etc. for the next year's interim cash dividend. The upper limit of interim dividends for the next year reviewed by the annual shareholders' meeting shall not exceed the net profit attributable to the company's shareholders during the corresponding period. The board of directors formulates a specific interim dividend plan based on the resolution of the shareholders' meeting and subject to the conditions for profit distribution.
If independent directors believe that the specific plan for cash dividends may damage the rights and interests of the company or small and medium-sized shareholders, they have the right to express independent opinions. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, it shall record the opinions of independent directors and the specific reasons for not adopting them in the board resolution and disclose them.

(4) Specific conditions and intervals for profit distribution

Interval of profit distribution

Generally, annual dividends are paid, but the company's board of directors may also propose interim dividends based on the company's profit scale, cash flow status, and capital needs.

Specific conditions for profit distribution

(1) Specific conditions for cash dividends

The company (according to the parent company's reporting standards) can choose to distribute cash dividends if it has distributable profits after making up for losses in accordance with the law, withdrawing statutory reserve funds and discretionary reserve funds, and the cash flow can meet the company's normal operations and sustainable development needs. If a shareholder illegally appropriates company funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied.

The company may choose not to distribute cash dividends when the following circumstances occur:

a. The audit institution does not issue a standard unqualified audit report on the company's financial report for that year; b. The company's annual net operating cash flow is negative, or the company's cash flow difficulties cause the company to be unable to repay maturing financing on time;

c. The company's net asset-liability ratio at the end of the year exceeds 70%, or the net increase in cash and cash equivalents is negative; d. The company has major investment plans or major capital expenditures (except for investment projects with raised funds) in the next twelve months. Major investment plans or major cash expenditures refer to the company's planned external investment, acquisition of assets or investment in fixed assets, purchase of equipment or strategic resource reserves and other cumulative expenditures in the next twelve months reaching or exceeding 80 million yuan or exceeding 10% of the company's audited net assets in the most recent fiscal year; e. other situations where the board of directors deems it inappropriate to distribute cash dividends.

(2) Specific conditions for issuing stock dividends

a. The company (according to the parent company’s reporting standards) has distributable profits after making up for losses and withdrawing statutory provident funds and discretionary provident funds in accordance with the law;

The board of directors believes that the company has real and reasonable factors such as growth potential, dilution of net assets per share, and the mismatch between the stock price and the company's share capital. The distribution of stock dividends is conducive to the overall interests of all shareholders of the company.

Differentiated cash dividend policy

The company's board of directors should 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 the company's articles of association:

(1) If the company is in a mature development stage and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;

(2) If the company is in a mature 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%;

(3) If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in the profit distribution should be at least 20%;

(4) If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.

The proportion of cash dividends in this profit distribution is cash dividends divided by the sum of cash dividends and stock dividends.

(5) Adjustment of the company’s profit distribution policy

If the company encounters force majeure such as war or natural disasters, or the company needs to adjust its profit distribution policy due to major changes in the external operating environment or its own operating conditions, the adjustment of the profit distribution policy should be based on protecting the rights and interests of shareholders. The adjusted profit distribution policy must not violate the relevant regulations of the China Securities Regulatory Commission and the stock exchange.
When the board of directors considers and adjusts the profit distribution policy, it must be approved by a majority vote of all directors. When the shareholders' meeting considers the adjustment of the profit distribution policy, it must be approved by more than two-thirds of the voting rights held by shareholders attending the meeting. In order to fully consider the opinions of public investors, online voting must be provided when the shareholders' meeting considers adjustments to profit distribution policies.

(6) Implementation of profit distribution plan

The company's board of directors needs to complete the distribution of dividends (or shares) within 2 months after the shareholders' meeting reviews and approves the specific 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.

If a company shareholder illegally occupies company funds, the company shall deduct the cash dividends that can be distributed by the shareholder when distributing profits to repay the company funds occupied by him.

(7) Profit distribution information disclosure mechanism

Companies should strictly follow relevant regulations and disclose in detail the implementation of profit distribution plans and cash dividend policies in regular reports.

The company shall disclose in detail the formulation and implementation of the cash dividend policy in its annual report, and provide special explanations on the following matters:

Whether it complies with the provisions of the company's articles of association or the requirements of the shareholders' meeting resolution;
Whether the dividend standards and proportions are clear and clear;
Whether the relevant decision-making procedures and mechanisms are complete;
Whether the independent directors have performed their duties and played their due role;
Whether small and medium-sized shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of small and medium-sized shareholders are fully protected.

If the cash dividend policy is adjusted or changed, a detailed explanation should be given as to whether the conditions and procedures for the adjustment or change are compliant and transparent.

Section 2 Internal Audit

Article 161 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 162 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 163 The internal audit institution shall be responsible to the board of directors.

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

Article 164 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 165 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 166 The Audit Committee shall participate in the assessment of the person in charge of internal audit.

Section 3 Appointment of Accounting Firm

Article 167 The company shall employ an accounting firm that complies with the provisions of the Securities Law to provide auditing of accounting statements, verification of net assets and other related consulting services. The term of appointment shall be one year and may be renewed.

Article 168 The company's appointment or dismissal of an accounting firm shall be decided by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.

The audit fees of an accounting firm are determined by the shareholders' meeting.

Article 169 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 170 When the company dismisses or does not renew the appointment of the accounting firm, it shall notify the accounting firm 30 days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.

If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there are any improper circumstances in the company.

Chapter 9 Labor Management, Wages and Welfare, Social Insurance

Article 171 The employment, dismissal, resignation, wages, labor insurance, labor protection and labor discipline of the company's employees shall be carried out in accordance with the Labor Law of the People's Republic of China and relevant laws and regulations. If there are new changes in national laws and regulations, corresponding modifications should be made based on the changes.

Article 172 The company implements contract management for employment, and independently decides on the recruitment and employment of personnel under the national macro-guidance and regulation. When a company recruits new employees, it must formulate specific recruitment criteria and select the best.

Article 173 The company shall formulate systems for enterprise employment, employee benefits, wage incentives, labor protection and labor insurance in accordance with relevant national laws, regulations and policies.

In accordance with the requirements of the Company Law and other relevant laws and regulations, company employees may organize trade unions and carry out trade union activities in accordance with the law. The company protects the legitimate rights and interests of employees in accordance with the law and implements democratic management through employee congresses or other forms.

According to the provisions of the Party Constitution, the organization of the Communist Party of China is established. The company must establish a party working organization, equip a sufficient number of party workers, and ensure the working funds of the party organization. The company’s party committee performs its duties in accordance with the Party Constitution and other intra-party regulations.

Article 174 When a labor dispute occurs between the company and its employees, it shall be handled in accordance with the relevant national labor dispute settlement regulations.

Article 175 The company shall participate in the co-ordination of social insurance fees in accordance with relevant national policies and pay various social insurance funds for its employees.

Chapter 10 Notices and Announcements

Article 176 The company’s notice may be issued in the following ways:

(1) Delivered by a dedicated person;

(2) Sent by fax;

(3) Sent by email;

(4) Sent by letter;

(5) By way of announcement;

(6) Other forms stipulated in this charter.

Article 177 If the notice issued by the company is made in the form of announcement, once the announcement is made, all relevant personnel will be deemed to have received the notice.

Article 178 Notices of the company's shareholders' meetings and board of directors meetings may be delivered by hand, fax, email, letter, announcement or other methods specified in these Articles of Association.

Article 179 If a company notice is sent by a person, the recipient shall sign (or stamp) the delivery receipt, and the date of receipt shall be the date of delivery; if the company notice is sent by fax or email, the date of delivery shall be the day after the date of sending; if the company notice is sent by letter, the delivery date shall be the third working day from the date of delivery to the post office; if the company notice is sent by announcement, the date of delivery shall be the date of the first announcement.

Article 180 The newspapers designated by the China Securities Regulatory Commission and the Juchao Information Network are the media for publishing company announcements and other information that needs to be disclosed.

Article 181 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or the person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.

Chapter 11 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation

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

Article 182 Companies may merge or split according to law. Company mergers can take two forms: mergers by absorption and mergers 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. When a company merges with a company that holds more than 90% of its shares, the merged company does not need to pass a shareholders' meeting resolution, but it must notify other shareholders, who have the right to request the company to acquire its equity or shares at a reasonable price.

If the price paid for a company's merger does not exceed 10% of the company's net assets, it may be done without a resolution of the shareholders' meeting. If a company merges in accordance with the provisions of the preceding two paragraphs 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 parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date of making the merger resolution, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

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 separation resolution, and shall make an announcement in a newspaper 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 agreed upon in a written agreement between the company and its creditors regarding debt settlement before the division.

Article 187 The company will prepare a balance sheet and property list when reducing its registered capital. The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and shall make an announcement in a newspaper or the National Enterprise Credit Information Publicity System within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

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

Article 188 If the company still has losses after making up for losses in accordance with Article 158 of the 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 188 of this Article shall not apply, but an announcement shall be made in a newspaper or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.

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

Article 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 the 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 Company 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 these articles of association occur;

(2) The shareholders’ meeting resolves to dissolve;

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

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

(5) If the company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the 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 specified in Items (1) and (2) of Article 192 of the Articles of Association and has not yet distributed property to shareholders, it may continue to exist by amending the Articles of Association or by resolution of the shareholders' meeting.

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

Article 194 The company shall

If it is dissolved due to the provisions of Item (5), it shall be liquidated. Directors are the liquidation obligors of the company and shall form a liquidation team to carry out liquidation within 15 days from the date when the reasons for dissolution arise. The liquidation committee shall be composed of directors, unless otherwise stipulated in the Articles of Association or another person shall be elected by resolution of the shareholders' meeting. If the obligors of the liquidation group fail to perform their liquidation obligations in a timely manner and cause losses to the company or creditors, they shall be liable for compensation.

Article 195 The liquidation committee shall exercise the following powers during the liquidation period:

(1) Notify and announce creditors;

(2) Clean up the company’s properties and prepare a balance sheet and property list respectively;

(3) Handle the company’s unfinished business related to liquidation;

(4) Pay the taxes owed and the taxes incurred during the liquidation process;

(5) Clearing claims and debts;

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

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

Article 196 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall make an announcement in a publicly distributed newspaper or the national enterprise credit information publicity system within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not 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 shall 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 its debts, it shall apply to the People's Court for bankruptcy liquidation.

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, 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 12 Modification of the Articles of Association

Article 202 If any of the following circumstances occurs, the company shall amend its articles of association:

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

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

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

If the amendments to the articles of association decided by the shareholders' meeting should be subject to the approval of the competent authority, they must be reported to the original competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law.

Article 203 The board of directors shall amend the company's 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 204 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.

Chapter 13 Supplementary Provisions

Article 205 Interpretation

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

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

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

Article 206 The board of directors may formulate detailed rules of association in accordance with the provisions of the articles of association. The articles of association shall not conflict with the provisions of the articles of association.

Article 207 These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that was most recently approved and registered by the Linyi Municipal Administration for Market Regulation shall prevail.

Article 208 The terms “above” and “within” in this Article include the original number; “over”, “beyond”, “less than” and “more than” do not include the original number.

Article 209 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.

Article 210 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors.

Article 211 This Article of Association shall take effect from the date of review and approval by the company’s shareholders’ meeting.

Luoxin Pharmaceutical Group Co., Ltd.

January 2026