/Jinsheng New Materials: Articles of Association (August 2026)

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Jinsheng New Materials: Articles of Association (August 2026)

Shenzhen Stock Exchange

2026/08/29

Articles of Association of Zhejiang Jinsheng New Materials Co., Ltd. Articles of Association of Zhejiang Jinsheng New Materials Co., Ltd. Articles of Association

August 2026

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Zhejiang Jinsheng New Materials Co., Ltd. Articles of Association

Chapter 1 General Provisions

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

Article 2 The company is a joint-stock company established by the overall change of Zhejiang Jinsheng Packaging Co., Ltd. in accordance with the Company Law and other relevant regulations.

The company is registered with the Zhejiang Provincial Administration for Market Regulation and has obtained a business license. The unified social credit code is 91330600146150140Y.

Article 3 The company was approved by the China Securities Regulatory Commission [2020] No. 897 on May 12, 2020, and issued 25 million RMB ordinary shares to the public for the first time, and was listed on the Shenzhen Stock Exchange on July 10, 2020.

Article 4 Company registered name:

Full Chinese name: Zhejiang Jinsheng New Materials Co., Ltd.

Full English name: ZHEJIANGJINSHENG NEWMATERIALS CO., LTD.

Article 5 Company address: No. 9, Yuzhou Road, Lihai Town, Binhai New Town, Shaoxing, postal code: 312300.

Article 6 The registered capital of the company is RMB 150 million.

Article 7 The company shall be a joint stock limited company with permanent existence. Company type: Limited by Share Ltd (listed).

Article 8 The director who performs corporate affairs on behalf of the company is the legal representative of the company and is elected by the company's board of directors. The chairman of the company is the director who performs corporate affairs on behalf of the company.

If a director who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time.

If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation.

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

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

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

Article 11 From the date of entry into force, these Articles of Association shall become a legally binding document that regulates the organization and behavior of the company, and the rights and obligations between the company and shareholders, and between shareholders, and shall be legally binding on the company, shareholders, directors and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers. If a company has a dispute with a shareholder, it should adopt diversified dispute resolution mechanisms such as shareholder meetings, on-site briefings, mediation and consultation, and commercial arbitration.

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 of the board of directors, and financial controller (the financial controller referred to in these Articles of Association is the company's financial director).

Chapter 2 Business Purpose and Scope

Article 13 The company's business purpose: the pursuit of ultimate beauty will always spur us to develop into higher fields.

Article 14 After registration in accordance with the law, the company's business scope: General items: plastic product manufacturing; plastic product sales; plastic packaging boxes and container manufacturing; plastic surface treatment; electronic component manufacturing; household appliance manufacturing; mold manufacturing; mold sales; professional design services; metal packaging containers and materials manufacturing; metal packaging containers and materials sales; ordinary glass container manufacturing; daily glass products manufacturing Manufacturing; sales of daily glass products; sales of packaging materials and products; sales of engineering plastics and synthetic resins; sales of synthetic materials; sales of special chemical products (excluding hazardous chemicals); production of Class I medical devices; sales of Class I medical devices; import and export of goods; import and export agency; trade brokerage (except for projects that require approval according to law, independently carry out business activities with a business license and in accordance with the law). Licensed items: production of plastic packaging containers and tools for food; printing of packaging and decoration printed matter (items that require approval according to law can only be carried out after approval by relevant departments. Specific business items are subject to the approval documents or licenses of relevant departments).

Chapter 3 Shares

Section 1 Share Issuance

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

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

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

Article 17 The par value of the par value shares issued by the company shall be expressed in RMB, with a par value of one yuan per share.

Article 18 The shares issued by the company shall be centrally deposited at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.

Article 19 The total number of shares issued when the company is changed and established as a whole is 75,000,000 shares, with a face value of RMB 1 per share. The company’s sponsors, the number of shares subscribed, the method of investment and the time of investment are as shown in the following table:

Subscription of shares. Capital contribution at the time of establishment of the company. Investment serial number. Name/name of the sponsor.

(Share) Total share capital ratio Method Time 1 Ruan Rongtao 20,324,644 27.10% Net assets 2016.11.19 2 Gao Lijun 2,787,114 3.72% Net assets 2016.11.19 3 Hong Yu 6,220,902 8.29% Net assets 2016.11.19 4 Guo Jiangqiao 2,764,846 3.69% Net assets 2016.11.19 5 Ruan Ronggen 2,250,000 3.00% Net assets 2016.11.19 6 Ruan Cenhong 2,250,000 3.00% Net assets 2016.11.19 7 Ruan Jinjian 2,250,000 3.00% Net assets 2016.11.19 8 He Wenquan 2,073,634 2.76% Net assets 2016.11.19 9 Wang Jianchao 1,500,000 2.00% Net assets 2016.11.19 10 Wang Qiuliang 1,350,000 1.80% Net assets 2016.11.19 11 Ye Lifang 1,350,000 1.80% Net assets 2016.11.19

Shanghai Liyi Equity Investment

12 18,750,000 25.00% Net assets 2016.11.19 Center (limited partnership)

Shanghai Kefeng Technology Entrepreneurship

13 5,878,860 7.84% Net assets 2016.11.19 Investment Co., Ltd.

Shaoxing Jinsheng Investment Partnership

14 5,250,000 7.00% Net assets 2016.11.19 Enterprise (limited partnership)

Total 75,000,000 100.00% - -

Article 20 The total number of issued shares of the company is 150,000,000 shares, all of which are RMB ordinary shares (A shares).

Article 21 A 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, by resolution of the shareholders' meeting, or by the board of directors in accordance with the Articles of Association or the authorization of the shareholders' meeting

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According to the resolution, the company may provide financial assistance for others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.

Section 2 Share Increase, Decrease and Repurchase

Article 22 Based on the needs of operation and development, in accordance with the provisions of laws and regulations, and upon resolution of the shareholders' meeting, the company may increase capital in the following ways:

(1) Issuance of shares to unspecified objects;

(2) Issuance of shares to specific objects;

(3) Distribute bonus shares to existing shareholders;

(4) Convert public reserve funds into share capital;

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

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

Article 24 The company may acquire its shares in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association under the following circumstances:

(1) Reduce the company’s registered capital;

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

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

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

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

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

Except for the above circumstances, the company does not engage in activities of buying and selling the company's shares.

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

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

Article 26 The company shall

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If the company acquires the company's shares due to the circumstances specified in Article 24, Paragraph 1 (3), (5), and (6) of the Articles of Association, it may be resolved by a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the Articles of Association or the authorization of the shareholders' meeting.

After the company acquires the company's shares in accordance with the provisions of Article 24, Paragraph 1 of the Articles of Association, if it falls under the situation mentioned in Item (1), it shall have a period of 10 days from the date of acquisition. It shall be canceled within the same day; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within 6 months; if it falls under the circumstances of items (3), (5) and (6), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within 3 years.

Section 3 Share Transfer

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

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

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

Directors and senior managers of a company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during the term of office determined at the time of taking office shall not exceed 25% of the total number of shares held by them in the company; the shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.

If the shares held directly by directors and senior managers of the company change due to the company's equity distribution, they should still comply with the above regulations.

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

The stocks or other equity securities held by directors, senior managers, and natural person shareholders referred to in the preceding paragraph include stocks or other securities held by their spouses, parents, and children and those held using other people’s accounts.

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Securities in the nature of equity.

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

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

Chapter 4 Shareholders and Shareholders Meeting

Section 1 General Provisions for Shareholders

Article 31 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency. The shareholder list is sufficient evidence to prove that shareholders hold the company's shares. Shareholders enjoy rights and assume obligations according to the class of shares they hold; shareholders holding the same class of shares enjoy the same rights and assume the same obligations.

Article 32 When a company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other actions that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. Shareholders registered after the market close on the equity registration date shall be shareholders who enjoy relevant rights and interests.

Article 33 Shareholders of the company enjoy the following rights:

(1) Receive dividends and other forms of benefit distribution based on the share of shares held;

(2) Request to convene, convene, host, participate in, or appoint shareholders’ agents to participate in shareholders’ meetings in accordance with the law, and exercise corresponding voting rights;

(3) Supervise the company’s operations and make suggestions or inquiries;

(4) Transfer, donate or pledge the shares it holds in accordance with the provisions of laws, administrative regulations and these Articles of Association;

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

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

(7) Shareholders who object to the company merger or division resolution made by the shareholders’ meeting require the company to acquire their shares;

(8) Other rights stipulated in laws, administrative regulations, departmental rules or this Article.

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Article 34 Shareholders who request to review or copy company-related materials must comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations.

Article 35 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and administrative regulations, shareholders have the right to request the People’s Court to invalidate the resolutions.

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

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

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

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

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

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

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

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

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

If the audit committee or the board of directors refuses to file a lawsuit after receiving the written request from the shareholder specified in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests, the shareholders specified in the preceding paragraph have the right to file a lawsuit in their own name for the benefit of the company.

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Yi directly files a lawsuit with the People's Court.

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

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

Article 38 If directors or senior managers violate laws, administrative regulations 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 abide by the following provisions:

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

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

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(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 who are not employee representatives, and decide on remuneration matters for directors;

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

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

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

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

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

(7) Modify this Articles of Association;

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

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

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

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

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

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

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

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

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

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

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

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

(4) A guarantee that exceeds 30% of the company’s latest audited total assets based on the cumulative calculation principle of the guarantee amount within twelve consecutive months;

(5) Based on the cumulative calculation principle of the guarantee amount within twelve consecutive months, it exceeds 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;

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

(7) Other guarantee situations stipulated by the Shenzhen Stock Exchange or the company's articles of association.

External guarantee matters that need to be submitted to the company's shareholders' meeting for review must be reviewed and approved by the company's board of directors before being submitted to the company's shareholders' meeting for review. When the board of directors considers guarantee matters, it must be reviewed and approved by more than two-thirds of the directors present at the board meeting. When the shareholders' meeting considers the guarantee matter (4) of the preceding paragraph, the shareholders' meeting shall be attended by

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passed by more than two-thirds of the voting rights held by shareholders.

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

The company provides guarantees for its wholly-owned subsidiaries, or provides guarantees for its controlled subsidiaries and other shareholders of the controlled subsidiaries provide guarantees in equal proportions based on the rights and interests they enjoy, which falls under Articles (1), (2), (3) and

In the case of (5), the matter may be exempted from submission to the shareholders' meeting for review.

If the company's board of directors or shareholders violate the approval authority and review procedures for guarantee matters, the relevant directors and shareholders who violate the approval authority and review procedures must bear joint liability for the company's resulting losses. If a guarantee is provided in violation of the approval authority and review procedures, the company has the right to decide to pursue the liability of the aforementioned parties depending on the size of the losses, risks, and severity of the circumstances.

Article 47 If the company's transactions (except for the purchase of raw materials, fuel and power, the sale of products, commodities and other assets related to daily operations, the provision of guarantees, the provision of financial assistance, the receipt of cash assets, and the simple reduction or exemption of debts from the company's obligations) that meet one of the following standards, they shall be submitted to the shareholders' meeting for review:

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

(2) The relevant operating income of the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the audited operating income of the listed company in the most recent fiscal year, and the absolute amount exceeds 50 million yuan;

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

(4) The transaction amount (including liabilities and expenses) accounts for more than 50% of the listed company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;

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

If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation. According to the above calculation standards, if the transaction only meets the standards in item (3) or (5), and the absolute value of the company's earnings per share in the most recent fiscal year is less than 0.05 yuan, the company may be exempted from submitting the transaction to the shareholders' meeting for review.

Article 48 If the transaction amount between the company and related parties (excluding guarantees provided by the company, cash assets donated, and debts simply exempted from the company's obligations) exceeds 30 million yuan, and accounts for more than 5% of the absolute value of the company's latest audited net assets, it is a major related transaction. The company should hire a professional securities and futures practitioner.

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An accounting firm or asset appraisal firm with relevant business qualifications shall audit or evaluate the subject matter of the transaction, and submit the transaction matter to the company's shareholders' meeting for review. The transaction objects involved in related-party transactions related to daily operations do not need to be audited or evaluated.

Article 49 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year.

Article 50 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:

(1) When the number of directors is less than 2/3 (i.e. 6) of the number stipulated in the Company Law or these Articles of Association;

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

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

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

(5) When the audit committee proposes to convene;

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

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

Article 51 The place where the company convenes the shareholders' meeting is the company's domicile or other place specified in the notice of convening the shareholders' meeting.

The shareholders' meeting will set up a venue and be held in the form of an on-site meeting, or it can also be held using electronic communication methods. 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.

Article 52 When the company convenes a shareholders’ meeting, the company will hire a lawyer to issue legal opinions on the following issues and make an announcement:

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

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

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

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

Section 4 Convening of Shareholders’ Meeting

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Article 53 The board of directors shall convene the shareholders’ meeting on time within the prescribed time limit. Independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. The exercise of this power by independent directors must be approved by more than half of all independent directors. 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 54 If the audit committee proposes to the board of directors to convene an extraordinary shareholders' meeting, it shall submit the proposal to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.

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

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

Article 55 Shareholders who individually or 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 the shareholders' meeting within 5 days after making the board of directors' resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.

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

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

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

Article 56 If the audit committee or shareholders decide to convene a shareholders’ meeting on their own, they must notify the directors in writing.

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meeting, and at the same time file with the stock exchange.

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

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

Article 57 The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors shall provide the shareholder list on the equity registration date.

Article 58 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 59 The content of the proposal shall fall within the scope of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and these Articles of Association.

Article 60 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders individually or collectively holding more than 1% of the company's shares have the right to submit proposals to the company.

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

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

For proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 59 of the Articles of Association, the shareholders' meeting shall not vote and make resolutions.

Article 61 The convener will notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify all shareholders by means of an announcement 15 days before the meeting.

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

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

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

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

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

(4) 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 shareholder meeting notice and supplementary notice. The company shall clearly state the voting time and voting procedures online or by other means in the notice of shareholders' meeting. The start time of online or other voting methods at the shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 pm on the day when the on-site shareholders' meeting ends.

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

Article 63 If the shareholders’ meeting intends to discuss director election matters, the shareholders’ meeting notice will fully disclose the detailed information of the director candidates, including at least the following:

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

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

(3) Number of company shares held;

(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange. Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.

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

Section 6 Convening of Shareholders’ Meeting

Article 65 The company's board of directors and other conveners 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 66 All shareholders or their agents registered on the equity registration date have the right to attend

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Shareholders' meeting, and exercise voting rights in accordance with relevant laws, regulations and these Articles of Association.

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

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

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

Article 68 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:

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

(2) The name of the agent;

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

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

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

Article 69 The power of attorney shall indicate whether the shareholder's agent can vote according to his or her own will if the shareholder does not give specific instructions.

Article 70 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 71 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 72 The convener and the lawyer hired by the company will jointly verify the legality of the shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the shareholder’s name (or names) and their

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The number of voting shares held. 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 73 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 74 The shareholders’ meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.

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

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 violates the rules of procedure and the meeting cannot continue, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.

Article 75 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 by shareholders' meetings, and the authorization content should be clear and specific. The rules of procedure of the shareholders' meeting shall be included in the company's articles of association or as an annex to the articles of association, and shall be drawn up by the board of directors and approved by the shareholders' meeting.

Article 76 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 77 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.

Article 78 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 79 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:

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

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

(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their share of the company’s shares

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Proportion of the total number of copies;

(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 80 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives and meeting presiding officers who attend or attend the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site, the power of attorney of the proxy attending, and the valid information on online voting, and shall be kept for a period of 10 years.

Article 81 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is located.

Section 7 Voting and Resolutions of Shareholders’ Meeting

Article 82 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 83 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:

(1) Work report of the board of directors;

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

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

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

Article 84 The following matters shall be passed by the shareholders’ meeting through special resolutions:

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

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

(3) Modification of this Articles of Association;

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

(5) Equity incentive plan;

(6) Adjustment or change of cash dividend policy;

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

Article 85 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right.

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

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

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

The company's board of directors, independent directors, shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission may solicit shareholder voting rights. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.

Article 86 When the shareholders' meeting considers related matters related to related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent will not be counted in the total number of valid votes; related shareholders who fail to attend the shareholders' meeting shall not authorize an agent to vote on the matter on their behalf, and their agents shall also withdraw according to the provisions of this article on the avoidance of related shareholders. When the shareholders' meeting makes a resolution on related-party transactions, it shall be passed by more than half or more than two-thirds of the voting rights held by the non-related shareholders attending the shareholders' meeting, depending on the difference between ordinary resolutions and special resolutions. Announcements of shareholders' meeting resolutions should fully disclose the voting status of non-affiliated shareholders.

When related party transactions are reviewed at the shareholders' meeting, related shareholders should take the initiative to explain the situation to the shareholders' meeting and make it clear that they will not participate in voting. If a shareholder does not take the initiative to explain the related relationship and avoid it, other shareholders may

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to ask them to explain the situation and avoid it. If the shareholder insists on participating in a voting, all other shareholders present at the shareholders' meeting will vote through special resolution procedures on whether a related transaction constitutes a related transaction and whether they should evade it; before voting, other shareholders have the right to ask the shareholder to explain the relevant situation. After the shareholders' meeting, if other shareholders discover that related shareholders have participated in voting on related-party transactions, or if shareholders have objections to whether avoidance should be applied, they have the right to request the People's Court to invalidate the relevant resolutions in accordance with Article 35 of the Articles of Association.

Article 87 The company shall, on the premise of ensuring that the shareholders' meeting is legal and effective, provide convenience for shareholders to participate in the shareholders' meeting through various methods and channels, including providing online voting platforms and other modern information technology means.

Article 88 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 89 The list of director candidates who are not represented by employee representatives shall be submitted to the shareholders' meeting for voting in the form of proposals.

Nomination methods and procedures for company director candidates:

(1) The company's board of directors and shareholders individually or collectively holding more than 1% of the company's issued shares may propose candidates for non-independent directors; the company's board of directors and shareholders individually or collectively holding more than 1% of the company's issued shares may propose candidates for independent directors.

(2) If the above-mentioned shareholders who are qualified to nominate nominate a director candidate, they shall submit the proposal in writing to the secretary of the company's board of directors three days before the board meeting. The proposal should include a resume of the candidate director and a written confirmation of the candidate's agreement to accept the nomination. The above proposals will be submitted to the shareholders' meeting for voting after formal review by the board of directors.

(3) The board of directors shall report the resume and basic information of candidate directors to the shareholders' meeting.

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

When the shareholders' meeting votes on the election of directors, the cumulative voting system shall be implemented in accordance with the provisions of these Articles of Association or the resolution of the shareholders' meeting. When the controlling shareholder's shareholding ratio exceeds 30%, or when the shareholders' meeting elects two or more directors, a cumulative voting system shall be implemented; the cumulative voting system shall be implemented for the election of independent directors.

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.

Under a cumulative voting system, independent directors should be elected separately from other board members.

When the shareholders’ meeting adopts the cumulative voting system to elect directors, it shall proceed in accordance with the following provisions:

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(1) Each voting share has the same voting rights as the number of directors to be elected, and shareholders can freely allocate their voting rights among director candidates, either dispersedly among multiple people or concentrated in one person;

(2) The total number of votes cast by shareholders for director candidates shall not exceed the total number of votes they have for the election of director candidates, otherwise their votes will be invalid;

(3) In order of the number of votes received by the director candidates, from front to back according to the number of directors to be elected, the candidate with more votes will be elected, and the number of votes received by each candidate to be elected as a director should exceed half of the total number of voting shares held by shareholders (including shareholders’ agents) present at the shareholders’ meeting;

(4) When two or more director candidates receive an equal number of votes, and the number of votes they receive is the smallest among the director candidates, if all of them are elected, the number of directors will exceed the number of directors to be elected at the shareholders' meeting, the shareholders' meeting shall re-elect the above-mentioned director candidates with an equal number of votes; if the elected director candidates are still unable to be determined after the re-election, the company shall submit these director candidates to the next shareholders' meeting for election;

(5) If the number of elected directors is less than the number of directors to be elected at the shareholders' meeting, the company shall, in accordance with the provisions of these Articles of Association, elect the vacant directors at a subsequent shareholders' meeting.

Article 90 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 91 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 92 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 93 The shareholders' meeting shall vote by registered vote.

Article 94 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision. When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.

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

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Article 95 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 96 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting.

Votes that are not filled in, filled in incorrectly, with illegible handwriting, or votes that are not cast 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 97 If the presiding officer of the meeting has any doubts about the result of the resolution 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 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 98 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, the voting method, the voting results of each proposal and the details of each resolution passed.

Article 99 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.

Article 100: If the shareholders' meeting passes the relevant director election proposal, the new director shall take office immediately after the conclusion of the shareholders' meeting.

Article 101: If the shareholders' meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company will implement the specific plan within 2 months after the conclusion of the shareholders' meeting.

Chapter 5 Directors and Board of Directors

Section 1 General Provisions for Directors

Article 102 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:

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

(2) Due to corruption, bribery, misappropriation of property, misappropriation of property or disruption of the socialist market economic order,

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If a person is sentenced to a prison sentence or deprived of political rights due to a crime, and the execution period has not expired for more than 5 years, and if he is sentenced to probation, it has not been 2 years since the expiration of the probation period;

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

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

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

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

(7) Being publicly determined by the securities exchange to be unfit to serve as a director or senior manager of a listed company, and the period has not yet expired;

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

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

Article 103 Directors who are not employee representatives shall be elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. The directors' term is three years, and they may be re-elected upon expiration of their term.

Employee representative directors are democratically elected or replaced by the company’s employees through the employees’ congress, workers’ conference, or other forms of democracy, and may be democratically dismissed from their posts before the expiration of their term by the employees’ congress, workers’ conference, or other forms of democracy. The term of office shall be the same as the term of the current Board of Directors and may be re-elected upon expiration of the term.

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

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

Article 104 Directors shall abide by laws, administrative regulations and the provisions of these Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the company's interests, 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;

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

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

(5) No one shall take advantage of his or her position to seek business opportunities belonging to the company for himself or others, unless the report is reported to the board of directors or shareholders' meeting and passed by a resolution of the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with laws, administrative regulations or these Articles of Association;

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

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

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

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

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

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

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

Article 105 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of diligence to the company, and shall exercise the reasonable care normally due to managers in performing their duties for the best interests of the company. Directors have the following diligence obligations towards the company:

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

(2) All shareholders should be treated fairly;

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

(4) Written confirmation of the company’s periodic reports should be signed. 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.

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Article 106 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.

Article 107 Directors may resign before the expiration of their term of office. Directors who resign must submit a written resignation report to the company. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within 2 trading days.

If the number of members of the company's board of directors falls below the legal minimum due to the resignation of a director, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director takes office.

Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.

Article 108 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically lifted after the end of his term. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation. Directors shall still keep company secrets after leaving office until the date such secrets become public information; in addition, directors shall still abide by various fiduciary obligations stipulated in Article 104 of the Articles of Association within one year after leaving office.

Article 109 The shareholders' meeting may resolve to dismiss directors who are not employee representatives, and the dismissal shall be effective on the date the resolution is made. The employee representative conference may resolve to dismiss the employee representative 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 110 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.

Article 111 If a director causes damage to others when performing company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation.

If a director violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.

Article 112 Independent directors shall comply with the relevant provisions of laws, administrative regulations and departmental rules.

Shareholders who individually or collectively hold more than 1% of the company's shares may lodge a complaint with the company's board of directors for not having the qualifications or abilities to be independent directors, failing to independently perform their duties, or failing to safeguard the legitimate rights and interests of the company and small and medium-sized investors.

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challenge or removal proposals from independent directors.

Section 2 Board of Directors

Article 113 The company shall have a board of directors, which shall consist of nine directors, including one chairman, three independent directors and one employee representative director.

The chairman of the company is elected by the board of directors with a majority of all directors.

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

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

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

(3) Determine the company’s business plan and investment plan;

(4) Formulate the company’s profit distribution plan and loss compensation plan;

(5) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;

(6) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, 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) Appoint or dismiss the company’s general manager and secretary to the board of directors, and decide on their remuneration, rewards and punishments; based on the nomination of the general manager, appoint or dismiss the company’s deputy general manager, financial director and other senior management personnel, and decide on their remuneration, rewards and punishments;

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

(11) Formulate amendment plans to this Articles of Association;

(12) Management company information disclosure matters;

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

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

(15) Other powers granted by laws, administrative regulations, departmental rules, these Articles of Association or the shareholders' meeting. Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.

Article 115 The company’s board of directors shall respond to any irregularities in the company’s financial report issued by a certified public accountant.

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The standard audit opinions are explained to the shareholders' meeting.

Article 116 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making.

The rules of procedure of the board of directors shall be formulated by the board of directors and approved by the shareholders' meeting.

Article 117 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 118 If the company’s transactions (except for the purchase of raw materials, fuel and power, the sale of products, commodities and other assets related to daily operations, the provision of guarantees, and the provision of financial assistance) meet one of the following standards, they shall be submitted to the board of directors for review:

(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets;

(2) The transaction amount (including debts and expenses assumed) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;

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

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

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

If the data involved in the above indicators is negative, its absolute value is used for calculation.

Article 119 If the transactions between the company and related parties (except for the company's provision of guarantees and financial assistance) meet one of the following standards, they shall be submitted to the board of directors for review:

(1) Related transactions involving a transaction amount of more than 300,000 yuan between the company and related natural persons;

(2) The proposed transaction amount between the company and a related legal person is more than 3 million yuan and accounts for more than 0.5% of the absolute value of the company's latest audited net assets.

Article 120 The chairman of the board of directors shall exercise the following powers:

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

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

(3) Sign important documents of the board of directors;

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(4) Negotiate and communicate in a timely manner with the company’s shareholders, directors, general manager and other senior executives on relevant issues in the company’s production and operation process;

(5) When necessary, attend the general manager’s office meeting;

(6) Understand the situation and raise relevant issues with the committees under the company’s board of directors and other working bodies;

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

Article 121 If the chairman of the company is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.

Article 122 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 123 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.

Article 124 If the board of directors convenes an extraordinary meeting, it shall notify all directors by hand, fax, mail or email 2 days before the meeting. If the situation is urgent and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible, the meeting notice may be issued at any time by telephone or other oral means with the consent of all directors, but the convener shall make an explanation at the meeting.

Article 125 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 126 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors.

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

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

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Article 128 The resolutions of the board of directors may be voted by registered vote or by show of hands. However, if any director requests a vote, the vote shall be adopted.

On the premise of ensuring that the directors can fully express their opinions, extraordinary meetings of the board of directors can be held and resolutions can be made by means of communication (including but not limited to telephone, fax, video, etc.), and must be signed by the participating directors.

Article 129 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.

Article 130 The board of directors shall make minutes of its decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.

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

Article 131 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 132 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, the stock exchange and these Articles of Association, play a role in decision-making, supervision and balance, and professional consulting in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.

Article 133 Independent directors must maintain independence. The following persons are not allowed to serve as independent directors:

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

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

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

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

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

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

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

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

The subsidiaries of the company's controlling shareholders and actual controllers in items 4 to 6 of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations.

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

Article 134 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) Laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association

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other conditions specified.

Article 135 As members of the board of directors, independent directors have the duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:

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

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

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

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

Article 136 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 137 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 138 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.

The company holds special meetings of independent directors regularly or irregularly. Matters listed in items (1) to (3) of paragraph 1 of Article 136 and Article 137 of this Article of Association shall be reviewed by special meetings of independent directors.

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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 139 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 140 The Audit Committee shall consist of three directors who are not senior managers of the company, including two independent directors, and the accounting professionals among the independent directors shall serve as the convener. The members and convener of the Audit Committee are elected by the Board of Directors.

Article 141 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:

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

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

(3) Appoint or dismiss the company’s financial director;

(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 142 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. The Audit Committee shall notify all members of the Audit Committee by email, fax or telephone three days before the meeting. If the situation is urgent and an extraordinary meeting needs to be held as soon as possible, the meeting notice may be issued at any time by telephone or other oral means with the consent of all members, but the convener shall make an explanation at the meeting. Meetings of the Audit Committee must be attended by more than two-thirds of the members.

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The Audit Committee meeting shall be convened and presided over by the convener of the Audit Committee. If the convener is unable or fails to perform his duties, a member jointly elected by more than half of the Audit Committee members shall be convened and presided over.

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 143 The company's board of directors shall set up other special committees such as strategy, nomination, remuneration and assessment, etc., to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. Special committees are composed of three directors. The members and conveners of each special committee are elected by the board of directors. Among them, independent directors of the nomination committee and remuneration and assessment committee should account for more than half and serve as the convener. The working procedures of special committees are formulated by the board of directors.

The Strategy Committee is responsible for studying and making recommendations on the company's long-term development strategies and major investment decisions. Its main responsibilities and authorities are as follows:

(1) Conduct research and make suggestions on the company's long-term development strategic plan, evaluate the company's long-term development strategy in a timely manner, and organize the formulation of the company's development strategy and medium- and long-term development plans;

(2) Conduct research on the company’s business plan (including annual business plan) and make recommendations;

(3) Study and formulate plans for company reorganization and transfer of equity held by the company, restructuring, mergers and acquisitions, and organizational adjustment;

(4) Conduct research and make recommendations on major investments, major financings, major guarantees, major capital operations and other matters that are subject to review and approval by the board of directors or shareholders’ meeting as stipulated in the Articles of Association and the company’s relevant governance systems;

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

(6) Inspect and supervise the implementation of the above matters and submit reports;

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

Article 144 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:

(1) Nominate or appoint or remove directors;

(2) Appoint or dismiss senior managers;

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

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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 145 The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration determination mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:

(1) Remuneration of directors and senior managers;

(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;

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

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

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

Chapter 6 Senior Management

Article 146 The company shall have a general manager who shall be appointed or dismissed by the board of directors.

The company has 1-7 deputy general managers, who are appointed or dismissed by the board of directors.

Article 147 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 148 Persons who hold other administrative positions other than directors and supervisors in the company's controlling shareholder unit shall not serve as senior managers of the company.

The company's senior managers only receive their salaries from the company and are not paid by the controlling shareholder.

Article 149 The term of office of the general manager is three years, and the general manager can be re-elected.

Article 150 The general manager shall be responsible to the board of directors and shall exercise the following powers:

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

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

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

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

(5) Formulate specific regulations of the company;

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

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

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

The general manager attends board meetings.

Article 151 If the transactions of the company (except investments in other enterprises and external guarantees and financial assistance) meet one of the following standards, the board of directors authorizes the general manager to decide:

(1) The total assets involved in the transaction (if both book value and appraisal value exist, whichever is higher) is less than 10% of the company’s latest audited total assets;

(2) The transaction amount (including debts and expenses assumed) is less than 10% of the company’s latest audited net assets, or the absolute amount is less than 10 million yuan;

(3) The profit generated from the transaction is less than 10% of the company’s audited net profit in the most recent fiscal year, or the absolute amount is less than 1 million yuan;

(4) The relevant operating income of the transaction target (such as equity) in the most recent fiscal year is less than 10% of the company’s audited operating income in the most recent fiscal year, or the absolute amount is less than 10 million yuan;

(5) The net profit related to the transaction object (such as equity) in the most recent fiscal year is less than 10% of the company's audited net profit in the most recent fiscal year, or the absolute amount is less than 1 million yuan.

If the data involved in the above indicators is negative, its absolute value is used for calculation.

Article 152 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation.

Article 153 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 154 The general manager may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the general manager shall be stipulated in the labor contract between the general manager and the company.

Article 155 The deputy general manager is responsible for assisting the general manager in carrying out the company’s production, operation and management work.

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do. The appointment or dismissal of the deputy general manager shall be decided by the board of directors after being nominated by the general manager.

Article 156 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters.

The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, department rules and these articles of association.

Article 157 If a senior manager performs his duties in the company and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation. If senior managers violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company, they shall be liable for compensation.

Article 158 The company's senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If a company's senior managers fail to faithfully perform their duties or violate their fiduciary obligations, thereby causing damage to the interests of the company and public shareholders, they shall be liable for compensation in accordance with the law.

Chapter 7 Party Building

Article 159 The company shall establish a party organization, set up a party working organization, and staff party affairs personnel in accordance with the provisions of the "Articles of the Communist Party of China".

Article 160 The establishment and staffing of the party organization shall be included in the company's management structure and establishment, and the party organization's work funds shall be included in the company's budget and shall be disbursed from the company's administrative expenses.

Article 161 The party organization plays a core political role among the company's employees and plays a political leading role in the company's development.

Chapter 8 Financial Accounting System, Profit Distribution and Auditing

Section 1 Financial Accounting System

Article 162 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.

Article 163 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 6 months of each fiscal year.

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The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws, administrative regulations and departmental rules.

Article 164 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 165 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 make up for the losses with the current year's profits before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.

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

The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund will be distributed to shareholders in proportion to their shares.

If the shareholders' meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in violation of the regulations to the company; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.

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

Article 166 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be converted into increasing the company's registered capital.

To make up for the company's losses from the public reserve fund, the discretionary public reserve fund and statutory public reserve fund shall be used first; if it still cannot be made up, the capital public reserve fund may be used in accordance with regulations.

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

Article 167: After the company's shareholders 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 168 The company’s profit distribution policy is:

(1) Basic principles

The company implements an active, continuous and stable dividend distribution policy. The company's profit distribution should pay attention to investors' reasonable investment returns and the company's sustainable development.

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When the company chooses a profit distribution method, it gives priority to cash dividends over stock dividends and other distribution methods.

(2) 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, debt repayment ability, whether there are major capital expenditure arrangements and investor returns, and propose a differentiated cash dividend policy in accordance with the procedures stipulated in the company's articles of association:

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%;
If the company is in a mature stage of development and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;
If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%;

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

(3) Form of profit distribution

The company's profit distribution can be in cash, stocks, a combination of cash and stocks, or other methods permitted by laws and regulations. If the conditions for cash dividends are met, cash dividends should be used. If stock dividends are used for profit distribution, there should be real and reasonable factors such as the company's growth potential and the dilution of net assets per share. If conditions permit, the company may make mid-term profit distributions.

(4) Specific conditions, proportions and intervals for the company’s cash dividends

Conditions for implementing cash dividends

(1) The company achieves profits in the current year or in the mid-term; and after the company makes up for losses and withdraws provident funds, the realized distributable profits are positive, and the implementation of cash dividends will not affect the company's subsequent continued operations; the cumulative distributable profits are positive.

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

(3) The company has no major investment plans or major cash expenditures (except for investment projects with raised funds).

(4) Other conditions stipulated in laws, regulations and normative documents.

Major investment plans or major cash expenditures refer to the company's planned cumulative expenditures on external investments, asset acquisitions or equipment purchases reaching or exceeding RMB 50 million within the next twelve months.

Cash dividend period interval

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Under the premise that the profit distribution conditions are met, in principle, the company distributes profits once a year, mainly cash dividends, but the company can make mid-term cash dividends based on the company's profitability and capital needs.

Minimum amount or proportion of cash dividends

If the company is qualified to distribute cash dividends, the company shall distribute dividends in cash. If the company implements cash dividends in a single year, the profits distributed shall not be less than 10% of the distributable profits realized in that year; or the cumulative profits distributed in cash in the last three years shall not be less than 30% of the average annual distributable profits realized in the last three years; the company may distribute stock dividends while implementing the above cash dividends.

(5) Specific conditions for the company to issue stock dividends

When a company is operating in good operating conditions and the board of directors believes that the company's stock price does not match the company's share capital and that issuing stock dividends is conducive to the overall interests of all shareholders of the company, it can distribute profits by issuing stock dividends provided that the above conditions for cash dividends are met. The specific dividend ratio will be reviewed and approved by the company's board of directors and submitted to the shareholders' meeting for review and decision.

(6) Decision-making procedures and mechanisms for the company’s profit distribution plan

The company's annual profit distribution plan is proposed and formulated by the board of directors based on the provisions of the company's articles of association, profitability, capital supply and demand, and shareholder return planning. When the board of directors considers the specific plan for cash dividends, it should carefully study and demonstrate the timing, conditions and minimum ratio of the company's cash dividends, the conditions for adjustment and the requirements for decision-making procedures, etc., and submit it to the shareholders' meeting for review after approval by the board of directors.

If independent directors believe that the specific cash dividend plan 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.

When the shareholders' meeting reviews the specific cash dividend plan, they should proactively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels, including but not limited to telephone, fax and email communication or inviting small and medium-sized shareholders to attend meetings, fully listen to the opinions and demands of small and medium-sized shareholders, and promptly respond to issues of concern to small and medium-sized shareholders.

If the company does not distribute cash dividends due to the special circumstances specified in the aforementioned paragraph (4), or the company meets the conditions for cash dividends but does not propose a cash profit distribution plan, or the cash dividends are lower than the proportion stipulated in the articles of association, the board of directors should make a special explanation of the reasons for not distributing cash dividends or the cash distribution is lower than the prescribed proportion, as well as the exact use of the company's retained earnings and expected investment income, and submit it to the shareholders' meeting for review. The special explanation must be disclosed in the company's board of directors resolution announcement and regular reports.
When the board of directors considers, formulates or modifies policies related to profit distribution, it must be approved by more than half of all directors before it can be submitted to the shareholders' meeting for consideration; when the shareholders' meeting deliberates, formulates or modifies policies related to profit distribution, it must be approved by the shareholders' meeting.

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The resolution shall be passed by more than two-thirds of the voting rights held by shareholders (including shareholders’ proxies) present at the shareholders’ meeting. The company's audit committee shall review the plan for adjusting the profit distribution policy prepared by the board of directors and provide written review opinions, and the company shall disclose the reasons for the adjustment in regular reports.

(7) If a shareholder illegally appropriates company funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied.

Section 2 Internal Audit

Article 169 The company shall implement an internal audit system and clarify the leadership structure, responsibilities and authorities, staffing, funding guarantee, application of audit results and accountability for internal audit work.

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

Article 170 The company's internal audit institution shall supervise and inspect the company's business activities, risk management, internal control, financial information and other matters.

Article 171 The internal audit institution shall be responsible to the board of directors.

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

Article 172 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.

Article 173 When the audit committee communicates with external audit units such as accounting firms and national audit institutions, the internal audit institutions shall actively cooperate and provide necessary support and collaboration.

Article 174 The audit committee shall participate in the assessment of the person in charge of internal audit.

Section 3 Appointment of Accounting Firm

Article 175 The company shall employ an accounting firm that 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 176 The company’s appointment and dismissal of accounting firms shall be decided by the shareholders’ meeting, and the board of directors shall not

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An accounting firm may be appointed before the shareholders' meeting makes a decision.

Article 177 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the accounting firm hired, and shall not refuse, conceal or make false statements.

Article 178 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 179 When the company dismisses or does not renew the appointment of the accounting firm, it shall notify the accounting firm 5 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 Notices and Announcements

Section 1 Notice

Article 180 The company’s notice shall be issued in the following forms:

(1) Delivered by a dedicated person;

(2) Sent by mail, fax, telephone or email;

(3) By way of announcement;

(4) Other forms stipulated in this charter.

Article 181 If the notice issued by the company is made in the form of announcement, all relevant personnel shall be deemed to have received the notice once the announcement is made.

Article 182 The notice of the company's shareholders' meeting shall be made by public announcement.

Article 183 The notice of the company's board of directors meeting shall be sent by hand, fax, mail, email, announcement, telephone or other oral means.

Article 184 If the company notice is sent by person, the recipient shall sign (or stamp) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company notice is sent by mail, the third working day from the date of delivery to the post office shall be the date of delivery; if the company notice is sent by fax, the date of delivery shall be deemed as the date of delivery by the company to the person being served. If the fax number reserved by the company successfully sends a fax, the date the fax is sent will be the date of delivery; if the company notice is sent by email, the date the email enters the email address designated by the recipient will be the date of delivery; if the company notice is sent by way of announcement, the date of the first announcement will be the date of delivery

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period.

Article 185 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or such person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.

Section 2 Announcement

Article 186 The company shall designate at least one of the "Securities Times", "Securities Daily", "China Securities Journal" and "Shanghai Securities News" as the newspaper and periodical for publishing the company's announcements and other information that needs to be disclosed, and Juchao Information Network (http://www.cninfo.com.cn) as the website for publishing the company's announcements and other information that needs to be disclosed.

Chapter 10 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation

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

Article 187 A company may be merged by absorption or by new establishment.

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

Article 188 If the price paid for the merger of a company 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 paragraph without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.

Article 189 When a company merges, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within 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 190 When a company merges, the claims and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.

Article 191 When a company is divided, its property shall be divided accordingly.

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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 192 The debts incurred before the division of the company shall be jointly and severally borne by the company after the division. However, this shall not be the case unless otherwise agreed upon in a written agreement between the company and its creditors regarding debt settlement before the division.

Article 193 When the company reduces its registered capital, it will prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

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

Article 194 If the company still has losses after making up for its losses in accordance with the provisions of paragraph 2 of Article 166 of this Article, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.

If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of Paragraph 2 of Article 193 of these Articles of Association 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 195 If the registered capital is reduced in violation of the Company Law and other relevant regulations, the shareholders shall return the funds received, and those who reduce or reduce the capital contribution shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.

Article 196 When a company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless the shareholders' meeting decides that shareholders have preemptive subscription rights.

Article 197 If a company is merged or divided and the registered items are changed, the change registration shall be carried out with the company registration authority in accordance with the law; if the company is dissolved, the company shall be deregistered in accordance with the law; if a new company is established, the company establishment registration shall be carried out in accordance with the law.

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

Section 2 Dissolution and Liquidation

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Article 198 The company is dissolved for the following reasons:

(1) The business period stipulated in these articles of association expires or other reasons for dissolution stipulated in these articles of association occur;

(2) The shareholders’ meeting resolves to dissolve;

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

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

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

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

Article 199 If a company falls under the circumstances specified in Items (1) and (2) of Article 198 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 200 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 198 of this Article of Association, it shall be liquidated. Directors are the liquidation obligors of the company and shall form a liquidation team to carry out liquidation within 15 days from the date of occurrence of the reasons for dissolution.

The liquidation committee shall be composed of directors, unless the shareholders' meeting decides to elect another person.

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

Article 201 The liquidation committee shall exercise the following powers during the liquidation period:

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

(2) Notify and announce creditors;

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

(4) Pay off 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 202 The liquidation team shall notify creditors within 10 days from the date of establishment and shall notify creditors within 60 days of its establishment.

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Announce in newspapers or the national enterprise credit information publicity system. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

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

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

Article 203 After clearing the company's assets and preparing a balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation.

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

Article 204 If, after cleaning up the company's property and preparing a balance sheet and property list, the liquidation team finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for bankruptcy liquidation in accordance with the law.

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

Article 205 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 206 Members of the liquidation committee shall perform their liquidation duties and shall have the duty of loyalty and diligence. If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to the company or creditors due to intentional or gross negligence, they shall be liable for compensation.

Article 207 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 11 Modification of the Articles of Association

Article 208 The company will amend its articles of association under any of the following circumstances:

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

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

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

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

Article 209 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders' meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities.

Article 210 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.

Chapter 12 Supplementary Provisions

Article 211 Interpretation

(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the total share capital of a joint-stock company; 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 212 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 213 These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that was most recently approved and registered by the Zhejiang Provincial Administration for Market Regulation shall prevail.

Article 214 The words “above” and “within” in this Article include the original number; “over”, “less than”, “beyond”, “less than” and “more than” do not include the original number.

Article 215 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.

Article 216 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors.

Article 217 This Article of Association shall come into effect on the day it is reviewed and approved by the company's shareholders' meeting.

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Zhejiang Jinsheng New Materials Co., Ltd. Articles of Association Legal representative (signature) of Zhejiang Jinsheng New Materials Co., Ltd.:

Ruan Cenhong August 28, 2026

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