/Jinhe Biology: Articles of Association

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5d ago

Jinhe Biology: Articles of Association

Shenzhen Stock Exchange

2026/09/08

Articles of Association of Jinhe Biotechnology Co., Ltd. Articles of Association of Jinhe Biotechnology Co., Ltd.

(Revised in September 2026)

Articles of Association of Jinhe Biotechnology Co., Ltd.

Chapter 1 General Provisions

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

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

The company was established as a whole by Jinhe Group Industrial Co., Ltd., registered with the Hohhot Administration for Industry and Commerce, obtained a business license, and has a unified social credit code: 91150000114368372K.

Article 3 On June 18, 2012, the company was approved by the China Securities Regulatory Commission's "Zhengjian Xu [2012] No. 838" to issue 27.23 million RMB ordinary shares (A shares) to the public for the first time, and it was listed on the Shenzhen Stock Exchange on July 13, 2012.

Article 4 Company registered Chinese name: Jinhe Biotechnology Co., Ltd.

English name: JinheBiotechnology Co.,Ltd.

Company address: No. 71, Xinping Road, Togtuo County, Inner Mongolia

Postal code: 010200

Article 5 The registered capital of the company is RMB 836,082,701.

Article 6 The company is a joint stock limited company with permanent existence.

Article 7 The chairman of the board of directors is the legal representative of the company. The legal representative of the company is created and changed by resolution of the board of directors. If the chairman of the board of directors resigns, he shall be deemed to have resigned as the legal representative at the same time.

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

Article 8 The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company.

The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.

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

Article 9 Shareholders shall bear liability for the company to the extent of the shares they subscribe for, and the company shall bear liability for the company's debts with all its assets.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 10 The Articles of Association of the Company shall, from the effective date, become a legally binding document that regulates the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders, and is a legally binding document for the company, shareholders, directors, and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.

Article 11 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's general manager, deputy general manager, secretary to the board of directors, chief financial officer and other management personnel holding important positions confirmed by resolution of the company's board of directors.

Article 12 The company shall establish Communist Party organizations and carry out Party activities in accordance with the provisions of the Constitution of the Communist Party of China. The company provides necessary conditions for the activities of party organizations.

Chapter 2 Business Purpose and Scope

Article 13 The company's business purpose is: to develop and promote the biopharmaceutical industry as its mission, market demand as the guide, people-oriented, adopt modern enterprise management systems, and be committed to the future development of the biopharmaceutical industry.

Article 14 After registration in accordance with the law, the company's business scope is: Licensed projects: veterinary drug production; veterinary drug operation; drug import and export; feed additive production; feed production; Internet information services; and Internet cultural operations. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects are subject to the approval documents or licenses of relevant departments.) General projects: sales of feed additives; sales of feed raw materials; import and export of goods; grass cultivation; information technology consulting services; Internet sales. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)

Chapter 3 Shares

Section 1 Share Issuance

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

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

Article 17 The shares issued by the company shall have a par value in RMB, which is RMB 1.00 per share.

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

Article 19 The company is a joint-stock company established by all shareholders of the original Jinhe Group Industrial Co., Ltd. through sponsorship and overall change. The total number of ordinary shares issued when the company was changed as a whole was 65.69 million shares, all of which were subscribed by the promoters. When the company is established, the sponsors, number of shares subscribed, and subscription ratio are:

Serial number Name of the sponsor Number of shares subscribed (shares) Subscription ratio (%) Investment time Method of investment

Inner Mongolia Jinhe Construction and Installation

1 46,313,420 70.5030 2007-11-28 Net Assets Conversion Co., Ltd.

Zhejiang Zhongtai Investment Management Co., Ltd.

2 3,984,098 6.0650 2007-11-28 Net assets converted into shares

Ltd.

3 Chu Xiuli 1,985,809 3.0230 2007-11-28 Net assets converted into 4 shares He Min 1,002,889 1.5267 2007-11-28 Net assets converted into 5 shares Lu Mudan 1,002,889 1.5267 2007-11-28 Net assets converted into 6 shares Li Shurong 1,002,889 1.5267 2007-11-28 Net assets converted into 7 shares Lu Zhisheng 1,002,889 1.5267 2007-11-28 Net assets converted into 8 shares Xie Changxian 748,143 1.1389 2007-11-28 Net assets converted into 9 shares Wei Ranfeng 680,680 1.0362 2007-11-28 Net assets converted into 10 shares Li Zhongke 660,579 1.0056 2007-11-28 Net assets converted into 11 shares He Haiying 660,579 1.0056 2007-11-28 Net assets converted into 12 shares Li Weicheng 563,095 0.8572 2007-11-28 Net assets converted into 13 shares Li Fuzhong 504,893 0.7686 2007-11-28 Net assets converted into 14 shares Ye Jinliang 501,215 0.7630 2007-11-28 Net assets converted into 15 shares Wang Yuan 501,215 0.7630 2007-11-28 Net assets converted into 16 shares Lu Manman 475,004 0.7231 2007-11-28 Net assets converted into 17 shares Deng Weikang 340,865 0.5189 2007-11-28 Net assets converted into 18 shares Liu Yuntian 300,860 0.4580 2007-11-28 Net assets converted into 19 shares Jiao Bingzhu 220,653 0.3359 2007-11-28 Net assets converted into 20 shares Li Shouye 212,638 0.3237 2007-11-28 Net assets converted into 21 shares Liu Yingchun 200,552 0.3053 2007-11-28 Net assets converted into shares 22 Xie Yuanfang 200,552 0.3053 2007-11-28 Net assets converted into shares

Articles of Association of Jinhe Biotechnology Co., Ltd. 23 Yang Xiuyu 200,552 0.3053 2007-11-28 Net assets converted into shares 24 Batu 200,552 0.3053 2007-11-28 Net assets converted into shares 25 Gaohu Steel 200,552 0.3053 2007-11-28 Net assets converted into 26 shares Miao Jianqing 160,481 0.2443 2007-11-28 Net assets converted into 27 shares Wang Xiaoying 160,481 0.2443 2007-11-28 Net assets converted into 28 shares Sun Xuecheng 150,430 0.2290 2007-11-28 Net assets converted into 29 shares Wang Junfeng 122,380 0.1863 2007-11-28 Net assets converted into 30 shares Zhang Rulan 118,373 0.1802 2007-11-28 Net assets converted into 31 shares Wang Zhijun 106,286 0.1618 2007-11-28 Net assets converted into 32 shares Kong Xiangrong 100,309 0.1527 2007-11-28 Net assets converted into 33 shares Li Mingxia 100,309 0.1527 2007-11-28 Net assets converted into 34 shares Zheng Yinghua 100,309 0.1527 2007-11-28 Net assets converted into 35 shares Huang Xia 100,309 0.1527 2007-11-28 Net assets converted into 36 shares Gao Jinqiang 100,309 0.1527 2007-11-28 Net assets converted into 37 shares Qu Xiao 100,309 0.1527 2007-11-28 Net assets converted into 38 shares Mingqun 100,309 0.1527 2007-11-28 Net assets converted into 39 shares Wu Ruiming 100,309 0.1527 2007-11-28 Net assets converted into 40 shares Yang Caiyun 90,258 0.1374 2007-11-28 Net assets converted into 41 shares Li Ying 60,172 0.0916 2007-11-28 Net assets converted into 42 shares Si Xiaoli 50,121 0.0763 2007-11-28 Net assets converted into 43 shares Gao Hucheng 50,121 0.0763 2007-11-28 Net assets converted into 44 shares Wang Hongman 50,121 0.0763 2007-11-28 Net assets converted into 45 shares Deng Yixin 50,121 0.0763 2007-11-28 Net assets converted into 46 shares Dong Dekun 50,121 0.0763 2007-11-28 Total net assets converted into shares 65,690,000 100.00 —— ——

Article 20 The total share capital of the company is 836,082,701 shares, all of which are ordinary shares.

Article 21 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., unless the company implements an employee stock ownership plan.

Unless otherwise stipulated by laws, administrative regulations, the China Securities Regulatory Commission and the Shenzhen Stock Exchange, for the benefit of the company and upon resolution of the shareholders' meeting, or the board of directors makes a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company or its subsidiaries (including the company's subsidiaries) may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.

Articles of Association of Jinhe Biotechnology Co., Ltd.

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 stipulated by laws, administrative regulations and the China Securities Regulatory Commission.

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

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

(1) Reduce the company’s registered capital;

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

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

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

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

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

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

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

After the company acquires the company's shares in accordance with the provisions of paragraph 1 of Article 24 of this Article, if it falls under the circumstances of item (1), it shall be canceled within ten days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within six months; if it falls under the circumstances of items (3), (5) and (6), the company's total

The number of shares of the company held by the articles of association of Jinhe Biotechnology Co., Ltd. shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within three years.

Section 3 Share Transfer

Article 27 The company's shares may 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 when taking office shall not exceed 25% of the total number of shares of the same class held by them in the company; the shares held by the company shall not be transferred within one year from the date the company's stocks are listed and traded. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.

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

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

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

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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 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) Inspect and copy the Articles of Association, shareholder list, shareholders’ meeting minutes, board meeting resolutions, and financial accounting reports. Shareholders who meet the regulations may inspect the company’s accounting books and accounting vouchers;

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

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

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

Article 34 If a shareholder requests to review or copy relevant materials of the company, he shall comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations, and provide the company with written documents proving the type and number of shares he holds in the company. The company shall provide it according to the shareholder's request after verifying the shareholder's identity.

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.

Articles of Association of Jinhe Biotechnology Co., Ltd. However, there are only minor flaws in the convening procedures or voting methods of shareholders’ meetings and board 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 this Article of Association when performing their duties and cause losses to the company, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the audit committee to file a lawsuit in the People's Court in writing; if members of the audit committee violate laws, administrative regulations or the provisions of this Article of Association when performing their duties and cause losses to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the People's Court.

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

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

If the directors, supervisors or senior managers of the company's wholly-owned subsidiaries violate laws, administrative regulations or the provisions of these Articles of Association when performing their duties and cause losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may, in accordance with the

The first three paragraphs of Article 189 of the Company Law of Jinhe Biotechnology Co., Ltd. stipulate in writing a written request to the supervisory board and board of directors of a wholly-owned subsidiary to file a lawsuit with the People's Court or directly file a lawsuit with the People's Court in its 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 Article of Association.

Article 40 If a company shareholder abuses his shareholder rights and causes losses to the company or other shareholders, he shall bear liability 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. If shareholders who hold more than 5% of the company's voting shares pledge their shares, they must make a written report to the company on the day the fact occurs.

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

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

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

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

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

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

(1) Elect and replace directors who are not employee representatives, and decide on remuneration matters for directors;

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

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

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

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

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

(7) Modify this Articles of Association and its attachments (including the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors);

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

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

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

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

(13) Review the company's transactions that meet the following standards (except for the company's donation of cash assets, debt relief and other transactions that do not involve payment of consideration or any obligations, external guarantees, and provision of financial assistance):

The total assets involved in the transaction account for more than 50% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, whichever is higher;
The net assets involved in the transaction target (such as equity) account for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and appraisal value, whichever is higher;
The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited operating income in the most recent fiscal year, and the absolute amount exceeds 50 million yuan;
The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan;
The transaction amount (including liabilities and expenses) accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
The profit generated from the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan.

If the data involved in the calculation of indicators 1-6 above is negative, its absolute value will be used for calculation.

(14) 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 may authorize the board of directors to make a resolution on the issuance of corporate bonds.

The shareholders' meeting may authorize the board of directors to decide to issue shares not exceeding 50% of the issued shares within three years, but capital contributions in the form of non-monetary property must be resolved by the shareholders' meeting. The company's annual shareholders' meeting may authorize the board of directors to decide to issue stocks to specific targets with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the most recent year. This authorization shall expire on the date of the next annual shareholders' meeting. Specific implementation shall comply with laws, administrative regulations, and securities regulatory rules of the China Securities Regulatory Commission and Shenzhen Stock Exchange.

Unless otherwise provided in the Articles of Association of Jinhe Biotechnology Co., Ltd. by laws, administrative regulations, provisions of the China Securities Regulatory Commission or securities regulatory rules such as the Shenzhen Stock Exchange, the powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.

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

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

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

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

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

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

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

When the shareholders' meeting considers the guarantee item (3) of this article, it shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.

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

(8) If the board of directors or shareholders' meeting violates the approval authority and review procedures for external guarantees, the relevant directors and shareholders who violated the approval authority and review procedures shall bear joint and several liability. If a guarantee is provided in violation of the approval authority and review procedures, the company has the right to decide to pursue the party responsible depending on the size of the loss, risk, and severity of the circumstances.

The company's provision of financial assistance falls under the following circumstances and must be reviewed and approved by the shareholders' meeting:

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

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

(3) The amount of financial assistance provided by the company to others within one year exceeds 10% of the company’s latest audited net assets;

(4) Providing financial assistance to related joint-stock companies (excluding entities controlled by the company’s controlling shareholders, actual controllers and their affiliates), and other shareholders provide financial assistance under the same conditions in proportion to their capital contribution;

(5) Other situations stipulated in other laws, regulations and departmental rules.

The articles of association of Jinhe Biotechnology Co., Ltd. provide funding to a holding subsidiary within the scope of the company's consolidated statements and with a shareholding ratio of more than 50%, and the other shareholders of the holding subsidiary do not include the company's controlling shareholders, actual controllers and related persons, the provisions of the preceding paragraph are exempted from application.

Article 47 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within six months after the end of the previous fiscal year.

If the company is unable to convene the annual shareholders' meeting for any reason within the above period, it shall report to the China Securities Regulatory Commission Inner Mongolia Supervision Bureau (hereinafter referred to as the "Inner Mongolia Securities Regulatory Bureau") and the stock exchange, explain the reasons and make an announcement.

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

(1) When the number of directors is less than two-thirds of the number stipulated in the Company Law or these Articles of Association (that is, when the number of directors is less than six);

(2) When the company’s uncompensated losses reach one-third of its total paid-in 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 this Article.

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

Article 49 The place where a company holds a shareholders' meeting is the company's domicile. If the venue of the shareholders' meeting changes, it should be clearly stated in the meeting notice.

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

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

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

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

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

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

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

Section 4 Convening of Shareholders’ Meeting

Article 51 The board of directors shall convene the shareholders' meeting on time within the prescribed time limit.

With the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and these Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten days after receiving the proposal.

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

Article 52 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 ten days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.

If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a notice to convene the shareholders' meeting within five days after 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 ten days after receiving the proposal, it will be deemed that the board of directors is unable to perform or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.

Article 53 Shareholders who individually or 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, in accordance with the provisions of laws, administrative regulations and these Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten days after receiving the request. If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five days after making the board resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.

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

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

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

Article 54 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the stock exchange.

According to the articles of association of Jinhe Biotechnology Co., Ltd., before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%.

The audit committee or the convening 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.

Article 55 The board of directors and the board secretary will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors will provide a shareholder register on the record date.

Article 56 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 57 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 58 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders who individually or collectively hold more than 1% of the company's shares have the right to submit proposals to the company.

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

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

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

Article 59 The convener will notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify each shareholder by announcement 15 days before the meeting. When the company calculates the starting period, it does not include the day of the meeting.

Article 60 The notice of shareholders’ meeting shall include the following contents:

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

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

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

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

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

All specific contents of all proposals shall be fully and completely disclosed in the shareholders' meeting notice and supplementary notice.

The start time of voting online or by other means at the shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 pm on the day when the on-site shareholders' meeting ends.

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

Article 61 If the shareholders’ meeting intends to discuss the election of directors, the 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 62: After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least two working days before the original scheduled date.

Section 6 Convening of Shareholders’ Meeting

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

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

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

Article 66 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:

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

(2) The name of the agent;

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

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

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

Article 67 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document, and the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting.

Article 68 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of entities) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of entities) and other matters.

Article 69 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.

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

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

Articles of Association of Jinhe Biotechnology Co., Ltd. The shareholders’ meeting convened by the Audit Committee shall be presided over by the convener of the Audit Committee. If the convener of the Audit Committee is unable or fails to perform his duties, an Audit Committee member jointly elected by more than half of the Audit Committee members shall preside over the meeting.

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

When convening a shareholders' meeting, if the presiding officer 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 72 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 for shareholders' meetings, and the authorization content should be clear and specific. The rules of procedure of the shareholders' meeting shall be attached to the articles of association and shall be drawn up by the board of directors and approved by the shareholders' meeting.

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

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

Article 75 The host of the meeting shall announce before voting the number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held. 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 76 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 proportion to the total number of shares of the company;

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

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

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

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

Article 77 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives, and meeting presiding officers who attend or attend the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature books of the shareholders present on site, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods, and the retention period shall be no less than ten years.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 78 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 Inner Mongolia Securities Regulatory Bureau and the stock exchange.

Section 7 Voting and Resolutions of Shareholders’ Meeting

Article 79 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 80 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 81 The following matters shall be passed by the shareholders’ meeting through special resolutions:

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

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

(3) Modifications to this Articles of Association (including the Rules of Procedure for the Shareholders’ Meeting, the Rules of Procedure for the Board of Directors, the Rules of Procedure for the Audit Committee and other annexes to the 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) Other matters that are stipulated in laws, administrative regulations or these Articles of Association, and that are determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.

Article 82 Shareholders (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.

Articles of Association of Jinhe Biotechnology Co., Ltd. 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 publicly solicit shareholder voting rights. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.

Article 83 When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be counted in the total number of valid votes; the announcement of the resolution of the shareholders' meeting shall fully disclose the voting status of non-related shareholders.

When reviewing related transaction matters, the avoidance and voting procedures of related shareholders are as follows:

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

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

(3) The presiding officer of the meeting announces the withdrawal of related shareholders, and the non-related shareholders will review and vote on related transaction matters;

(4) Resolutions on related matters must be passed by more than half of the voting shares of non-related shareholders present at the meeting; if the transaction falls within the scope of a special resolution, it must be passed by more than two-thirds of the voting shares of non-related shareholders present at the meeting.

If a related shareholder fails to disclose or avoid related matters in accordance with the above procedures, the resolution on the related matter will be invalid.

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

When the shareholders' meeting votes on the election of directors, a cumulative voting system may be implemented. When two or more independent directors are elected, a cumulative voting system shall be implemented.

When a single shareholder and its persons acting in concert own 30% or more of the shares, the shareholders' meeting shall adopt a cumulative voting system in the election of directors (except when the shareholders' meeting only elects one director).

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

Independent directors and non-independent directors vote separately. When electing independent directors, the total number of voting shares owned by each shareholder is the product of the number of shares held by the shareholder and the total number of independent directors to be elected. This number of shares can only be voted to independent director candidates; when electing non-independent directors, the total number of voting shares owned by each shareholder is the product of the number of shares held by the shareholder and the total number of non-independent directors to be elected. This number can only be voted to non-independent director candidates.

The methods and procedures for director nomination are as follows:

(1) The board of directors and shareholders who individually or jointly hold more than 1% of the company's total voting shares have the right to nominate director candidates to the company.

(2) Proposals and resumes for nominating director candidates should list the candidates’ detailed information in the notice of the shareholders’ meeting to ensure that shareholders have sufficient understanding of the candidates when voting.

(3) Before the shareholders' meeting, the director candidate shall issue a written commitment agreeing to accept the nomination and promising that the candidate's information disclosed by the nominator is true and complete. And ensure that they will perform their legal duties after being elected.

(4) The election procedure for employee representative directors shall be conducted in accordance with the company’s regulations on employee democratic management, and the commitment letter of employee representative directors shall be submitted to the board of directors at the same time.

Article 86 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 87 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 88 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 90 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision.

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

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

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

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

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

Votes that are not filled in, filled in incorrectly, with illegible handwriting, or 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 93 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 94 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of 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 95 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.

Article 96: If the shareholders' meeting passes the relevant proposal for the election of directors, the new directors shall take office after the resolution of the shareholders' meeting is passed.

If the employee representative director of the new board of directors is democratically elected earlier than the date of formation of the new board of directors, his or her appointment date shall be the date of formation of the new board of directors; if it is later than the date of formation of the new board of directors, his or her appointment date shall be the date of democratic election.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 97 If the shareholders' meeting passes the proposal on distributing cash, giving away shares or converting capital reserves into share capital, the company will implement the specific plan within two months after the conclusion of the shareholders' meeting.

Chapter 5 Directors and Board of Directors

Section 1 General Provisions for Directors

Article 98 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:

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

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

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

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

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

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

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

(8) Other contents stipulated in laws, administrative regulations 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 99 Directors are elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. Directors have a three-year term and may be re-elected upon expiration of their term.

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.

The directors in the articles of association of Jinhe Biotechnology Co., Ltd. can be concurrently held by senior managers. The total number of directors who concurrently hold senior management positions and directors who are employee representatives shall not exceed one-half of the total number of directors of the company.

The company's board of directors shall have no more than two employee representative directors. Employee representative directors are elected directly by the company's employees through employee representative meetings, employee unions or other forms of democratic elections, and then directly join the board of directors.

Article 100 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits.

Directors have the following duties of loyalty to the company:

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

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

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

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

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

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

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

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

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

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

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

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

Article 101 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of diligence to the company, and perform their duties in the best interests of the company with the reasonable care normally due to managers.

Directors have the following diligence obligations towards the company:

Articles of Association of Jinhe Biotechnology Co., Ltd.

(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.

Article 102 If a director fails to attend in person or entrust other directors to attend board meetings for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.

Article 103 Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the board of directors. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within two trading days. If the number of members of the company's board of directors falls below the legal minimum due to the resignation of a director, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association until the re-elected director takes office.

Article 104 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically terminated after the end of his term. His obligation to keep company secrets confidential will remain effective after his term of office ends until the secret becomes public information. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation.

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

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

Article 106 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors. When a director acts in his 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 107 If a director causes damage to others when performing his company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation.

Directors who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Section 2 Board of Directors

Article 108 The company shall have a board of directors, which shall consist of nine directors, including one chairman and one to three vice-chairmen. The Chairman and Vice Chairman are elected by the Board of Directors with a majority of all directors.

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

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

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

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

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

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

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

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

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

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

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

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

(12) Management company information disclosure matters;

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

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

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

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

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

Article 111 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making. The rules of procedure of the board of directors stipulate the convening and voting procedures of the board of directors. These rules are attached to the articles of association and are drawn up by the board of directors and approved by the shareholders' meeting.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 112 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.

The company's board of directors has the power to:

(1) Approval of external investment, acquisition and sale of assets, asset mortgages, entrusted financial management and other matters that use the company's funds, assets and resources within one year, not exceeding 30% of the company's latest audited total assets;

(2) Examine and approve guarantee matters other than those listed in Article 46 of the Articles of Association; when the board of directors considers external guarantee matters, it must be approved by more than two-thirds of the directors attending the board meeting.

(3) Examine and approve related-party transactions that the board of directors has the right to review in accordance with the company's related-party transaction management regulations. (4) If the company acquires the company's shares due to the circumstances stipulated in Items (3), (5) and (6) of Paragraph 1 of Article 24 of this Article, a resolution shall be made at a board meeting attended by more than two-thirds of the directors.

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

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

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

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

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

Article 114 The vice chairman of the company assists the chairman in his work. If the chairman is unable or fails to perform his duties, a vice chairman jointly elected by more than half of the directors shall perform his duties. If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall perform his duties.

Article 115 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors shall be notified in writing ten days before the meeting.

Article 116 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within ten days after receiving the proposal.

Article 117 The notice of the extraordinary board meeting of the board of directors shall be delivered by hand, mail, fax or email, and shall be delivered to all directors three days before the meeting. However, 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, or an extraordinary meeting of the Board of Directors may be convened directly without issuing a meeting notice, but the convener shall make an explanation at the meeting.

Article 118 The notice of board meeting shall include the following contents:

(1) Meeting date and location;

Articles of Association of Jinhe Biotechnology Co., Ltd.

(2) Meeting period;

(3) Reasons and issues;

(4) Date of issuance of notice.

Article 119 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 120 If a director is related to an enterprise 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 present at the board of directors is less than three, the matter shall be submitted to the shareholders' meeting for review.

Article 121 The voting method for resolutions of the board of directors shall be written voting.

On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held by fax or email voting, or can be held simultaneously on site and by other means and resolutions can be made and signed by the participating directors.

Article 122 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 123 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 ten years.

Article 124 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 methods and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).

Articles of Association of Jinhe Biotechnology Co., Ltd.

Section 3 Independent Directors

Article 125: More than one-third of the company's board of directors should be independent directors, including at least one accounting professional. The term of an independent director is the same as that of other directors of the company. When the term expires, he or she may be re-elected, but the term of re-election shall not exceed six years.

Independent directors refer to directors who do not hold other positions in the company other than directors and have no direct or indirect interest relationship with the company, major shareholders or actual controllers, or other relationships that may affect their independent and objective judgment.

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

Article 126 Independent directors must maintain their independence. The following persons are not allowed to serve as independent directors:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 129 Independent directors shall exercise the following special powers:

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

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

(3) Proposing to convene a board meeting;

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

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

(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and 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 130 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:

(1) Related transactions that should be disclosed;

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

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

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

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

The company holds special meetings of independent directors regularly or irregularly. Paragraph 1 of Article 129 of this Charter

Items (1) to (3) and matters listed in Article 130 shall be reviewed by special meetings of independent directors. Special meetings of independent directors can study and discuss other matters of the company as needed.

Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside. Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.

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

Section 4 Special Committees of the Board of Directors

Article 132 The company's board of directors shall set up an audit committee to exercise the powers of the board of supervisors as stipulated in the Company Law.

Article 133 The Audit Committee shall consist of three members, of which the majority shall be independent directors and the remainder shall be directors who do not hold senior management positions in the company. The accounting professionals among the independent directors shall serve as the convener.

Article 134 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:

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

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

(3) Appoint or dismiss the financial director of a listed company;

(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.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 135 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.

Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.

The voting on resolutions of the Audit Committee shall be one person, one vote.

The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.

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

Article 136 The company's board of directors shall set up a strategy committee, a nomination committee, a compensation and assessment committee and other special committees to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The working procedures of special committees are formulated by the board of directors.

The nomination committee and the remuneration and assessment committee should have a majority of independent directors, and the independent directors should serve as the convener. However, if the relevant competent authorities of the State Council have other provisions on the convener of the special committee, such provisions shall prevail.

Article 137 The Strategy Committee shall consist of eight directors, including at least one independent director. The main responsibilities and authorities of the Strategy Committee:

(1) Research and make suggestions on the company’s long-term development strategic plan and annual investment plan;

(2) Conduct research and make recommendations on major investment and financing plans that are subject to approval by the board of directors as stipulated in the Articles of Association;

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

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

(5) Inspect the implementation of the above matters;

(6) Regularly review the implementation of the company's sustainable development goals, evaluate the implementation effect of the strategic plan, analyze the progress of key indicators, and make recommendations to the board of directors;

(7) Assess the risks and opportunities faced by the company in the field of sustainable development, guide management to formulate risk response strategies, and supervise the implementation of prevention and control measures;

(8) Other matters authorized by the company's board of directors and other matters involved in laws, regulations and relevant provisions of the Shenzhen Stock Exchange.

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

(1) Nominate or appoint or remove directors;

(2) Appoint or dismiss senior managers;

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

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

Article 139 The company shall formulate a remuneration management system for directors and senior managers in accordance with laws, administrative regulations and the provisions of relevant national departments to protect the legitimate rights and interests of employees and shareholders.

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 140 The company shall have a general manager, several deputy general managers, a financial director and a secretary to the board of directors. The above-mentioned personnel and other personnel holding important positions confirmed by the board of directors' resolution are the company's senior management personnel, and are appointed and dismissed by the board of directors.

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 142 Persons who hold other administrative positions other than directors and supervisors in the company's controlling shareholder units shall not serve as senior managers of the company.

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

Article 143 The term of office of the general manager is three years, and the general manager can be re-elected.

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

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

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

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

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

(5) Formulate specific regulations of the company;

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

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

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

The general manager attends board meetings.

Article 145 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation.

Article 146 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 147 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 148 The company shall have several deputy general managers, who shall be appointed or dismissed by the board of directors. The deputy general manager and other senior managers assist the general manager in the management of the company. The appointment or dismissal of the deputy general manager and other senior management personnel shall be nominated by the general manager and decided by the board of directors.

Article 149 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ meetings and board of directors meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters.

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 150 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 151 The senior managers of the company 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 Financial Accounting System, Profit Distribution and Auditing

Section 1 Financial Accounting System

Article 152 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.

Article 153 The company shall submit and disclose an annual report to the Inner Mongolia Securities Regulatory Bureau and the Stock Exchange within four months from the end of each fiscal year, and submit and disclose an interim report to the Inner Mongolia Securities Regulatory Bureau and the Stock Exchange within two months from the end of the first half of each fiscal year.

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

Article 154 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 155 When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits and put them into the company's statutory common reserve fund. If the cumulative amount of the company's statutory public reserve exceeds 50% of the company's registered capital, no further withdrawals may be made.

If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first 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.

Articles of Association of Jinhe Biotechnology Co., Ltd. The remaining after-tax profits after the company has made up for losses and withdrawn the provident fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association do not distribute according to the proportion of shareholdings.

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 156 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be used to increase the company's registered capital.

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

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

Article 157 The company implements the profit distribution policy and strictly abides by the following regulations:

(1) Basic principles of the company's profit distribution policy: The company implements a sustained and stable profit distribution policy. The company's profit distribution should pay attention to reasonable investment returns for shareholders and take into account the company's long-term interests, the interests of all shareholders and the company's sustainable development. Profit distribution should fully consider and listen to the opinions of shareholders (especially public investors), and insist on giving priority to cash dividends. When cash dividends are met, stock dividends can be distributed appropriately based on the company's actual operating conditions.

(2) The company’s specific profit distribution policies are as follows:

Form of profit distribution: The company may distribute dividends in cash, stocks, a combination of cash and stocks, or other methods permitted by law. The cash dividend policy goal is to steadily grow dividends, with cash dividends taking priority over stock dividends. The company may pay interim dividends based on actual operating conditions.

2． Specific conditions and proportions of the company’s cash dividends:

Except for special circumstances, if the company is profitable for the year and the cumulative undistributed profits are positive, and the audit institution issues a standard unqualified audit report on the company's financial report for the year, it will distribute dividends in cash, and the profits distributed in cash each year will not be less than 10% of the distributable profits realized in that year.

Special circumstances refer to: the company's cumulative expenditure on external investment, asset acquisition or equipment purchase within the next twelve months reaches or exceeds 30% of the company's latest audited net assets.

Specific conditions for the company to issue stock dividends:

Articles of Association of Jinhe Biotechnology Co., Ltd.

When the company is in good operating conditions and the board of directors believes that the company's stock price does not match the company's share capital and that issuing stock dividends is beneficial to the overall interests of all shareholders of the company, it may propose a stock dividend distribution plan provided that the above conditions for cash dividends are met.

Period interval for profit distribution:

The company generally distributes profits on an annual basis, and may also distribute mid-term profits (cash) based on the company's capital needs. When the company convenes the annual shareholders' meeting to review the annual profit distribution plan, it may review and approve the conditions, proportion limit, amount limit, etc. for the next year's interim cash dividend. The upper limit of interim dividends for the next year reviewed by the annual shareholders' meeting shall not exceed the net profit attributable to shareholders of the listed company during the corresponding period. The board of directors will formulate a specific interim dividend plan based on the resolution of the shareholders' meeting and subject to the conditions for profit distribution.

Article 158 The company’s annual profit distribution decision-making procedure is:

(1) The company's profit distribution plan is drawn up by the company's management and submitted to the company's board of directors and audit committee for review. During the demonstration process of the profit distribution plan, the board of directors should fully discuss the rationality of the profit distribution plan with the independent directors and the audit committee, adopt multiple channels and methods to listen to the opinions of public shareholders, form a special resolution and submit it to the shareholders' meeting for review.

(2) The Audit Committee shall review the profit distribution plan, which can only be adopted with the consent of more than half of all members of the Audit Committee.

(3) The profit distribution plan formulated by the board of directors must be approved by more than half of all members of the board of directors.

(4) After being reviewed and approved by the Audit Committee and the Board of Directors, the Board of Directors shall submit the profit distribution plan to the shareholders' meeting for review. Among them, the method of cash dividend distribution shall be approved by more than half of the shareholders (including shareholders' proxies) attending the shareholders' meeting; the method of stock dividend distribution shall be approved by more than two-thirds of the shareholders attending the shareholders' meeting.

Before the shareholders' meeting or the company's board of directors deliberates on the profit distribution plan based on the authorization of the annual shareholders' meeting, the company should proactively communicate and exchange with shareholders, especially small and medium-sized shareholders, through multiple channels, 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 independent directors believe that the cash dividend plan may harm the rights and interests of the listed 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 disclose the opinions of independent directors and the specific reasons for not adopting or not fully adopting them in the announcement of the board of directors' resolution.

(5) When the company does not distribute cash dividends due to the special circumstances specified in Article 157 (2) 2 above, the board of directors shall make a special explanation of the specific reasons for not distributing cash dividends, the exact use of the company's retained earnings and expected investment income, etc., submit it to the shareholders' meeting for review, and disclose it in the company's designated media.

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

(7) If the board of directors fails to make a cash profit distribution plan when the conditions for cash dividends are met that year, the reasons shall be disclosed in regular reports.

(8) Changes in the company's profit distribution policy: The company may adjust its profit distribution policy if it encounters force majeure such as war, natural disasters, or changes in the company's external operating environment that have a significant impact on the company's production and operations, or if the company's own operating conditions undergo major changes. The company's adjustment of the profit distribution policy should take into account the opinions of shareholders (especially public investors) and the audit committee. The adjusted profit distribution policy must not violate the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.

When the company adjusts its profit distribution policy, the board of directors should make a special discussion, demonstrate the reasons for the adjustment in detail, form a written argumentation report, and then submit it to the shareholders' meeting for approval by special resolution. When reviewing changes in profit distribution policy, the company provides shareholders with online voting methods.

Section 2 Internal Audit

Article 159 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 160 The company shall establish an audit center as the company's internal audit institution to supervise and inspect the company's business activities, risk management, internal control, financial information and other matters.

Article 161 The company’s audit center shall be responsible to the board of directors.

The company's audit center shall accept the supervision and guidance of the audit committee in the process of supervising and inspecting the company's business activities, risk management, internal control, and financial information. If the audit center discovers relevant major issues or clues, it shall immediately report them directly to the audit committee.

Article 162 The audit center 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 audit center and reviewed by the audit committee.

Article 163 When the audit committee communicates with external audit units such as accounting firms and national audit institutions, the audit center shall actively cooperate and provide necessary support and collaboration.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 164 The audit committee shall participate in the assessment of the person in charge of the audit center.

Section 3 Appointment of Accounting Firm

Article 165 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 appointment shall be for one year and may be renewed.

Article 166 The company's appointment or dismissal of an accounting firm shall be decided by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.

Article 167 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 168 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 169 When the company dismisses or no longer re-appoints the accounting firm, it shall notify the accounting firm thirty 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 is any misconduct in the company.

Chapter 8 Notices and Announcements

Section 1 Notice

Article 170 The company’s notice shall be issued in the following forms:

(1) Delivered by a dedicated person;

(2) Sent by mail;

(3) By way of announcement;

(4) Other forms stipulated in this charter.

Article 171 If the notice issued by the company is made in the form of an announcement, once the announcement is made, all relevant personnel will be deemed to have received the notice.

Article 172 The notice of the company's shareholders' meeting shall be made by public announcement.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 173 The notice of the company's board of directors meeting shall be delivered in person, by fax, by post or by email.

Article 174 If a company notice is sent by a special person, the recipient shall sign (or seal) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company notice is sent by mail, the tenth working day from the date of delivery to the post office shall be the date of delivery; if the company notice is sent by way of announcement, the date of the first announcement shall be the date of delivery.

Article 175 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 176 The company selects the Shenzhen Stock Exchange website, Cninfo.com (www.cninfo.com.cn) and at least one newspaper that complies with the requirements of the China Securities Regulatory Commission to disclose listed company information as the media for publishing company announcements and other information that needs to be disclosed.

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

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

Article 177 The merger of a company may be through merger by absorption or merger by new establishment.

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

Article 178 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, unless otherwise provided in this Articles of Association.

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

Article 179 When a company merges, the merging parties shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within ten days from the date of making the merger resolution, and shall make an announcement on the designated media or the national enterprise credit information publicity system within thirty days.

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

Article 180 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 181 When a company is divided, its property shall be divided accordingly.

When a company is divided, a balance sheet and property list must be prepared. The company shall notify its creditors within ten days from the date of making the separation resolution, and shall make an announcement within thirty days on the media designated by the competent authority or the national enterprise credit information publicity system.

Article 182 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 183 The company will prepare a balance sheet and property list when reducing its registered capital.

The company shall notify creditors within ten days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement on the designated media or the national enterprise credit information publicity system within thirty days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if no notice is received. When 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 184 If the company still has losses after making up for its losses in accordance with the provisions of paragraph 2 of Article 156 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 183 of this Article shall not apply, but an announcement shall be made on the designated media or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.

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

Article 185 If the registered capital is reduced in violation of the Company Law and other relevant provisions, 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 186 When the company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless otherwise provided in the Articles of Association or the shareholders' meeting decides that shareholders have preemptive subscription rights.

Article 187 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.

Articles of Association of Jinhe Biotechnology Co., Ltd. If the company increases or decreases its registered capital, it shall apply for change registration with the company registration authority in accordance with the law.

Section 2 Dissolution and Liquidation

Article 188 The company is dissolved for the following reasons:

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

(2) The shareholders’ meeting resolves to dissolve;

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

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

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

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

Article 189 If a company falls under the circumstances specified in Items (1) and (2) of Article 188 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 190 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 188 of this Article, 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 team consists of directors. However, this shall not apply unless otherwise stipulated in the Articles of Association or the shareholders' meeting resolves 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 191 The liquidation committee shall exercise the following powers during the liquidation period:

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

(2) Notify and announce creditors;

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

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

(5) Clearing claims and debts;

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

Article 192 The liquidation team shall notify creditors within ten days from the date of its establishment, and shall make an announcement on the designated media or the national enterprise credit information publicity system within sixty days. Creditors shall declare their claims to the liquidation committee within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if 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 193 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 194 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 company's bankruptcy application is accepted by the People's Court, the liquidation team shall transfer the liquidation affairs to the bankruptcy administrator designated by the People's Court.

Article 195 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 196 Members of the liquidation committee shall have the duty of loyalty and diligence when performing liquidation duties.

If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to creditors intentionally or due to gross negligence, they shall be liable for compensation.

Article 197 If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.

Chapter 10 Modification of the Articles of Association

Article 198 If any of the following circumstances occurs, the company shall amend its articles of association:

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

Articles of Association of Jinhe Biotechnology Co., Ltd.

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

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

Article 199 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 200 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 201 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.

Chapter 11 Supplementary Provisions

Article 202 Interpretation:

(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; or shareholders whose shares do not exceed 50%, but whose voting rights 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 203 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 204 These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that has been most recently approved and registered by the Hohhot Municipal Administration for Market Regulation shall prevail. Article 205 The terms “above” and “within” in this Article include the original number; “over”, “beyond”, “less than” and “more than” do not include the original number.

Article 206 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.

Article 207 The annexes to this Articles of Association include the "Rules of Procedure for the Shareholders' Meeting", the "Rules of Procedure for the Board of Directors" and the "Rules of Procedure for the Audit Committee of the Board of Directors".

Article 208 This Article of Association shall be approved by the shareholders' meeting and shall come into effect.

Articles of Association of Jinhe Biotechnology Co., Ltd.

Board of Directors of Jinhe Biotechnology Co., Ltd.

September 7, 2026