/Zhuhai Port: Articles of Association of Zhuhai Port Co., Ltd.

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Zhuhai Port: Articles of Association of Zhuhai Port Co., Ltd.

Shenzhen Stock Exchange

2026/09/09

Zhuhai Port Co., Ltd.

ZHUHAI PORT CO.,LTD. Company Zhang Cheng

held on September 8, 2026

The company’s fourth extraordinary shareholders’ meeting in 2026 will review and revise

Articles of Association of Zhuhai Port Co., Ltd.

Chapter 1 General Provisions

Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders, employees and creditors, and regulate the organization and behavior of the company, this Articles of Association is formulated in accordance with the Constitution of the Communist Party of China (hereinafter referred to as the "Party Constitution"), 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 (hereinafter referred to as the "Company") established in accordance with the relevant laws, regulations and other relevant provisions of the People's Republic of China, Guangdong Province and the Zhuhai Special Economic Zone, and has been regulated and re-registered in accordance with the Company Law.

The company was approved by the Zhuhai Securities Commission [Zhuzheng (1989) No. 1 Document] and was established by raising funds; it was registered with the Zhuhai Administration for Industry and Commerce and obtained a business license. The unified social credit code is: 914404001925268319.

Article 3 The company has issued 1.2 million RMB ordinary shares to the public for the first time on March 8, 1989, with the approval of the Zhuhai Branch of the People's Bank of China, and was listed on the Shenzhen Stock Exchange on March 26, 1993.

Article 4 Company registered name: (Chinese) Zhuhai Port Co., Ltd.

(English)ZHUHAI PORT CO.,LTD.

Article 5 Company address: Office No. 2001-2, No. 16, Rongwan Road, Nanshui Town, Zhuhai City

Postal code: 519050

Article 6 The registered capital of the company is RMB 905,604,895.

Article 7 The company's business term is a joint-stock limited company with permanent existence.

Article 8 The chairman of the board of directors or the president is the legal representative of the company. If the chairman of the board of directors or president who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within 30 days from the date of resignation.

Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company. The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties. If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or these Articles of Association.

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

Article 11 The company shall establish an organization of the Communist Party of China to play the core leadership and political role in the company. The company establishes a party work organization and is equipped with a certain number of full-time party workers. The party organization structure and staffing are included in the company's management structure and establishment. The party organization's work funds are included in the company's budget and are disbursed from the company's management fees. The company should provide necessary conditions for the party organization to carry out its activities normally.

Article 12 From the date of entry into force, these Articles of Association shall become a legally binding document that regulates the organization and behavior of the company, and the rights and obligations between the company and shareholders, and between shareholders, and shall be legally binding on the company, shareholders, directors, and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.

Article 13 The controlling shareholder, actual controller and the company shall separate personnel, assets and finances, have independent institutions and businesses, conduct independent accounting, and assume independent responsibilities and risks. Company personnel should be independent from the controlling shareholder. The company's board of directors and other internal organizations should operate independently. There is no superior-subordinate relationship between the controlling shareholder, actual controller and its internal institutions and the company and its internal institutions. Controlling shareholders, actual controllers and their related parties shall not interfere with the specific operations of the company in violation of laws, regulations, company articles of association and prescribed procedures, nor shall they affect the independence of its operation and management.

Article 14 Companies and other information disclosure obligors shall strictly comply with the provisions of laws, regulations, self-regulatory rules and company articles of association, disclose information truthfully, accurately, completely, timely and fairly, and shall not make false records, misleading statements, major omissions or other improper disclosures. If information disclosure matters involve state secrets or commercial secrets, they shall be handled in accordance with relevant regulations. Directors and senior managers shall ensure that the information disclosed by the company is true, accurate, complete, timely and fair. The chairman of the board of directors bears primary responsibility for the management of company information disclosure affairs.

Shareholders, actual controllers, acquirers, counterparties and other information disclosure obligors who hold a specified proportion of shares shall disclose information in accordance with relevant regulations, cooperate with the company's information disclosure work, promptly inform the company of changes in control rights, changes in equity, and related relationships with other units and individuals and other major matters, respond to the company's inquiries, and ensure that the information provided is true, accurate, and complete.

Article 15 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's president, vice president, secretary to the board of directors, chief financial officer and other senior management personnel recommended by the president to the board of directors for recognition.

Chapter 2 Business Purpose and Scope

Article 16 The company's business purpose: operate in accordance with corporate governance requirements, adhere to the core values of "progress with great fortitude and pursue long-term goals", adhere to innovative development, be based in South China and face the whole country, coordinate and promote the construction of the "four first-class" ports of first-class facilities, first-class technology, first-class management, and first-class services, and strive to become a first-class comprehensive logistics service provider and new energy investment operator with port and shipping logistics and new energy as the core.

Article 17 Upon approval by the company registration authority, the company's business scope: Permitted projects: inter-provincial general cargo ship transportation, intra-provincial ship transportation; waterway general cargo transportation; port operations; beverage production; power generation business, power transmission business, power supply (distribution) business; gas operation. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects are subject to approval documents or licenses from relevant departments.) General projects: Engage in international container ship and general cargo ship transportation; port tally; port cargo loading and unloading activities; general cargo warehousing services (excluding dangerous chemicals and other items that require license approval); loading and unloading; domestic cargo transportation agency; international cargo transportation agency; property management; technical glass product manufacturing; research and development of kitchenware, sanitary ware and daily necessities; sales of glass fiber and products. (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 18 The company's shares shall be in the form of stocks.

Article 19 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same category shall have equal rights. For shares of the same type issued at the same time, the issuance conditions and price for each share are the same; subscribers pay the same price for each share subscribed.

Article 20 The face value of the par value shares issued by the company shall be expressed in RMB.

Article 21 The shares issued by the company shall be centrally deposited at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.

Article 22 The sponsor of the company is Zhuhai Textile Industry Group Corporation. The total number of shares issued when the company was established was 7,868,700 shares, and the value of each par value share was 10 yuan.

Article 23 The total number of issued shares of the company is: 905,604,895 shares, all of which are ordinary shares.

Article 24 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., unless the company implements an employee stock ownership plan.

For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than 2/3 of all directors.

Section 2 Share Increase, Decrease and Repurchase

Article 25 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) Laws, administrative regulations and other methods prescribed by the China Securities Regulatory Commission.

Article 26 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 27 The company may acquire the company's shares in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association and through the procedures stipulated in this Article of Association under the following circumstances:

(1) Reduce the company’s registered capital;

(2) Merger 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 safeguard the company's value and shareholders' rights and interests.

Except for the above circumstances, the company may not acquire the company's shares. If the company acquires the company's shares due to the circumstances stipulated in items (1) and (2) of the preceding paragraph, it must be resolved by the shareholders' meeting; if the company acquires the company's shares due to the circumstances stipulated in items (3), (5), and (6) of the preceding paragraph, it may be resolved by a board meeting attended by more than 2/3 of the directors.

After acquiring the company's shares, the company shall fulfill its information disclosure obligations in accordance with the provisions of the Securities Law.

Article 28 A company may acquire its own shares through public centralized transactions or other methods approved by laws, administrative regulations and the China Securities Regulatory Commission.

Where a company acquires its own shares in accordance with the circumstances stipulated in Items (3), (5) and (6) of Article 27 of this Article, it shall do so through public centralized transactions.

Article 29 After the company repurchases the shares in accordance with the law, it shall cancel or transfer the shares within the time limit specified by laws and administrative regulations. In the case of cancellation, it shall apply to the original company registration authority for registration of change of registered capital.

After the company acquires the company's shares in accordance with the provisions of Article 27 of the Articles, if it falls under the circumstances of item (1), it shall be canceled within ten days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within six months; if it falls under the circumstances of items (3), (5), and (6), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within 3 years.

The total par value of the canceled shares shall be deducted from the company's registered capital.

Section 3 Share Transfer

Article 30 The company's shares shall be transferred in accordance with the law.

Article 31 The company does not accept its own shares as the subject of pledge.

Article 32 The shares issued before the company's public issuance of shares shall not be transferred within one year from the date the company's shares are listed and traded on the Shenzhen Stock Exchange.

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

Article 33 If a company's directors, senior managers, or shareholders holding more than 5% of the company's shares sell the company's stocks or other equity securities they hold within 6 months after purchase, or purchase them again within 6 months after the sale, the proceeds shall belong to the company, and the company's board of directors 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 the preceding paragraph, the shareholders have the right to request the board of directors to implement it within 30 days. If the company's board of directors fails to execute the decision within the above time limit, the shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company.

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

Chapter 4 Shareholders and Shareholders Meeting

Section 1 General Provisions for Shareholders

Article 34 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency. The shareholder list is sufficient evidence to prove that shareholders hold the company's shares. Shareholders enjoy rights and assume obligations according to the class of shares they hold; shareholders holding the same class of shares enjoy the same rights and assume the same obligations.

Article 35 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 36 Shareholders of the company enjoy the following rights:

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

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

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

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

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

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

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

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

Article 37 Shareholders who request to review or copy company-related materials must comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations.

If a shareholder proposes to review or copy the relevant information mentioned in Item (5) of Article 36, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it after verifying the identity of the shareholder.

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

Shareholders may entrust accounting firms, law firms and other intermediaries to review the materials specified in the preceding paragraph.

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

Article 38 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and administrative regulations, shareholders have the right to request the People’s Court to invalidate the resolutions.

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

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

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

Article 39 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors will 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 40 If directors or senior managers other than members of the audit committee violate laws, administrative regulations or the provisions of these Articles of Association when performing their duties and cause losses to the company, 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 with the People's Court in writing; if members of the audit committee violate laws, administrative regulations or the provisions of this Article when performing their duties and cause losses to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the People's Court.

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

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

Article 41 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 42 The shareholders of the company shall bear the following obligations:

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

(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 the 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.

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

Section 2 Controlling Shareholders and Actual Controllers

Article 43 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 Shenzhen Stock Exchange, and safeguard the interests of the company.

Article 44 The company’s controlling shareholders and actual controllers shall comply with the following provisions:

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

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

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

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

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

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

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

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

(9) Other provisions of laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the Shenzhen Stock Exchange 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 45 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.

Article 46 When controlling shareholders and actual controllers transfer the shares of the company they hold, they must comply with the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and the commitments they have made to restrict share transfers.

Section 3 General Provisions of Shareholders’ Meetings

Article 47 The company’s shareholders’ meeting shall be composed of all shareholders. The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:

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

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

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

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

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

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

(7) Modify this Articles of Association;

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

(9) Review and approve transactions specified in Article 48 of these Articles of Association;

(10) Review and approve related-party transactions specified in Article 49 of the Articles of Association;

(11) Review and approve the guarantee matters specified in Article 50 of this Article;

(12) Review and approve matters concerning the provision of financial assistance to external parties as stipulated in Article 51 of this Charter;

(13) Review and approve securities investment matters stipulated in Article 52 of these Articles of Association;

(14) Review and approve futures and derivatives trading matters stipulated in Article 53 of these Articles of Association;

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

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

(17) The company's annual shareholders' meeting may authorize the board of directors to decide to issue stocks 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 to specific objects. This authorization shall expire on the date of the next annual shareholders' meeting;

(18) 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.

Article 48 If a transaction of the company meets one of the following standards, it shall be submitted to the shareholders’ meeting for review:

(1) 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, the higher one will be used as the calculation data;

(2) 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;

(3) 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;

(4) 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;

(5) 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;

(6) 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 the above indicators is negative, its absolute value will be used for calculation.

The transactions described in this article include the following matters:

(1) Purchase assets;

(2) Sale of assets;

(3) External investment (including entrusted financial management, investment in subsidiaries, etc.);

(4) Provide financial assistance (including entrusted loans, etc.);

(5) Provide guarantees (including guarantees for holding subsidiaries, etc.);

(6) Lease or lease assets;

(7) Entrust or entrust management of assets and business;

(8) Creditor's rights or debt restructuring;

(9) Transfer or transfer of research and development projects;

(10) Sign a license agreement;

(11) Waiver of rights (including waiver of right of first refusal, right of first subscription of capital contribution, etc.);

(12) Other transactions recognized by the Shenzhen Stock Exchange.

The above-mentioned purchases and sales of assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operations. However, the purchase and sale of such assets in the asset replacement are still included.

When the company engages in other transactions other than entrusted financial management and other matters that are otherwise stipulated by the Shenzhen Stock Exchange on the accumulation principle, the provisions of paragraph 1 of this article shall apply to transactions of the same category related to the transaction subject matter based on the principle of cumulative calculation for 12 consecutive months; when the company purchases or sells assets, it shall When the total assets and transaction amount are higher, calculated cumulatively within 12 consecutive months based on the type of transaction, if the cumulative amount exceeds 30% of the company's most recent audited total assets, it shall be submitted to the shareholders' meeting for review and approved by more than 2/3 of the voting rights held by shareholders attending the meeting. Those that have performed relevant review procedures in accordance with the above provisions will no longer be included in the relevant cumulative calculation scope.

If a company receives a donation of cash assets, obtains debt relief, or other transactions that do not involve the payment of consideration or any obligation, or if the transaction only meets the standards of item (4) or (6) of paragraph 1 of this article, and the absolute value of the company's earnings per share in the most recent fiscal year is less than 0.05 yuan, it may be exempted from submission to the shareholders' meeting for review in accordance with the provisions of paragraph 1 of this article. Unless otherwise provided by the China Securities Regulatory Commission or these Articles, transactions between the company and its holding subsidiaries within the scope of consolidation or between the above-mentioned holding subsidiaries may be exempted from the corresponding procedures in accordance with the provisions of this article.

Article 49 Transactions between the company and related parties with a transaction amount exceeding RMB 30 million and accounting for more than 5% of the absolute value of the company's latest audited net assets (including transactions listed in Article 48 of the Articles of Association other than the provision of guarantees, as well as the purchase of raw materials, fuel, power, sales of products, commodities, provision or acceptance of labor services, entrusted or entrusted sales, deposits and loans, joint investments with related parties and other matters that may result in the transfer of resources or obligations through agreement) shall be disclosed in a timely manner and submitted to the shareholders' meeting for review.

Related party transactions involving related party transactions that occur within 12 consecutive months with the same related party or with different related parties and related to the same transaction subject matter shall be calculated cumulatively and the provisions of the preceding paragraph shall apply.

Article 50 If the company provides guarantee under any of the following circumstances, it 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 total external guarantees of the company and its controlled subsidiaries exceed 30% of the latest audited total assets;

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

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

(5) The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;

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

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

When the board of directors considers a guarantee matter, in addition to being reviewed and approved by more than half of all directors, it must also be reviewed and approved by more than 2/3 of the directors attending the board meeting and a resolution must be made.

When the shareholders' meeting considers the guarantee in item (3) of the preceding paragraph, it shall be approved by more than 2/3 of the voting rights held by shareholders attending the meeting.

When the shareholders' meeting considers the guarantee item (6) of the preceding paragraph, the shareholder or the shareholder controlled by the actual controller shall not participate in the voting. The voting must be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting.

Article 51 The company’s external financial assistance matters that fall under the following circumstances shall be submitted to the shareholders’ meeting for review:

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

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

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

(4) Other circumstances stipulated by the Shenzhen Stock Exchange or these Articles of Association.

The company shall not provide funds or other financial assistance to directors, senior managers, controlling shareholders, actual controllers and their controlled subsidiaries and other related parties.

If the company provides funding to a holding subsidiary within the scope of the company's consolidated statements and holds more than 50% of the shares, and the other shareholders of the holding subsidiary do not include the company's controlling shareholder, actual controller and their related persons, they may be exempted from the review procedures of the board of directors and shareholders' meeting.

Article 52 If the securities investment amount accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds RMB 50 million, it shall be submitted to the shareholders' meeting for review.

Article 53 If futures and derivatives transactions fall into any of the following circumstances, they shall be submitted to the shareholders’ meeting for review:

(1) The upper limit of the transaction margin and royalties expected to be used (including the value of the collateral provided for the transaction, the credit limit of the financial institution expected to be occupied, the margin reserved for emergency measures, etc.) accounts for more than 50% of the company's latest audited net profit, and the absolute amount exceeds RMB 5 million;

(2) The highest contract value held on any trading day is expected to account for more than 50% of the company's latest audited net assets, and the absolute amount exceeds RMB 50 million;

(3) The company engages in futures and derivatives transactions not for the purpose of hedging.

Article 54 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year.

Article 55 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence.

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

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

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

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

(5) When the audit committee proposes to convene;

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

Article 56 The place where the company holds a shareholders' meeting is the company's domicile or the place specified in the notice of the shareholders' meeting. The shareholders' meeting shall set up a venue and be held in the form of an on-site meeting. In accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission or the company's articles of association, safe, economical, convenient networks and other methods shall be used to facilitate shareholders' participation in the shareholders' meeting. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present. The shareholders' meeting should allow reasonable discussion time for each proposal. After the notice of the shareholders' meeting is issued, the location of the on-site shareholders' meeting shall not be changed without justifiable reasons. If changes are indeed necessary, the convener shall announce and explain the reasons at least 2 working days before the on-site meeting.

Article 57 Matters stipulated by laws, administrative regulations and these Articles of Association that should be decided by the shareholders' meeting must be reviewed by the shareholders' meeting to protect the decision-making power of the company's shareholders on such matters. Under necessary and reasonable circumstances, the shareholders' meeting may authorize the board of directors to make decisions within the scope authorized by the shareholders' meeting regarding specific matters related to the matters to be resolved that cannot be decided immediately at the shareholders' meeting. The shareholders' meeting shall not delegate powers legally exercised by the shareholders' meeting to the board of directors.

Article 58 When the company convenes a shareholders’ meeting, the company will hire a lawyer to issue legal opinions on the following issues and make an announcement:

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

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

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

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

Section 3 Convening of Shareholders’ Meeting

Article 59 The board of directors shall convene the shareholders’ meeting on time within the prescribed time limit.

With the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association. If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after making the resolution of the board of directors; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it shall explain the reasons and make an announcement.

Article 60 If the audit committee proposes to the board of directors to convene an extraordinary shareholders' meeting, it shall submit the proposal to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.

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

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

Article 61 Shareholders who individually or jointly hold more than 10% of the company's shares must submit a request to 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 10 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 5 days after making the resolution of the board of directors. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.

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

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

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

Article 62 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the Shenzhen Stock Exchange.

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

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

Article 63: The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors shall provide a list of shareholders on the equity registration date.

Article 64 For a shareholders' meeting convened by the audit committee or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.

Section 5 Proposals and Notices of Shareholders’ Meeting

Article 65 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 66 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders individually or collectively holding more than 1% of the company's shares have the right to submit proposals to the company.

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

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

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

Article 67 The convener will notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify all shareholders by means of an announcement 15 days before the meeting.

Article 68 The notice of shareholders’ meeting shall include the following contents:

(1) Meeting time, place and meeting duration;

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

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

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

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

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

All specific contents of all proposals shall be fully and completely disclosed in the shareholder meeting notice and supplementary notice. When a company provides shareholders with an online voting system for shareholders' meetings, it should clearly state the time for online voting, voting procedures and matters to be considered in the shareholders' meeting notice.

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

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

Article 69 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 70 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the original scheduled date.

Section 6 Convening of Shareholders’ Meeting

Article 71 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 72 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.

Article 73 If an individual shareholder attends a meeting in person, he or she shall present his/her identity card or other valid certificate or certificate that can indicate his/her identity; if a shareholder attends the meeting on behalf of another person, he or she shall present his or her valid identity certificate and the 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 74 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 principal. If the client is a legal person shareholder, the legal person unit should be stamped

Seal.

Article 75 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 76 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.

Article 77 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 78 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and provide explanations and explanations for the shareholders' inquiries and suggestions.

The company can facilitate directors and senior managers to participate in shareholders' meetings through video, telephone, Internet, etc.

Article 79 The shareholders' meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.

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

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

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

Article 80 The company shall formulate rules of procedure for the shareholders' meeting, specifying in detail the convening, convening and voting procedures of the shareholders' meeting, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the principles for authorization of the board of directors of the shareholders' meeting, and the authorization content shall 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 81 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 82 The company shall invite the annual audit accountant to attend the annual shareholders' meeting and provide explanations on the company's annual report and audit issues that investors are concerned about and question.

Article 83 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 84 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 85 The shareholders' meeting shall keep minutes of the decisions on the matters discussed, and the convener shall ensure that the contents of the minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives, and meeting presiding officers who attend or attend the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods, and the retention period shall be no less than 10 years.

Article 86 The convener shall ensure that the shareholders’ meeting will be held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the China Securities Regulatory Commission branch where the company is located and the Shenzhen Stock Exchange.

Section 7 Voting and Resolutions of Shareholders’ Meeting

Article 87 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 the shareholders' meeting shall be passed by more than 2/3 of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.

Article 88 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 89 The following matters shall be passed by the shareholders’ meeting through special resolutions:

(1) Modify the company’s 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);

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

(3) Merger, division, dissolution or change of company form;

(4) Spin off and list its subsidiaries;

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

(6) Issuance of stocks, convertible bonds, preference shares and other securities recognized by the China Securities Regulatory Commission;

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

(8) Major asset reorganization;

(9) Equity incentive plan;

(10) The company's shareholders' meeting resolves to voluntarily withdraw its shares from listing and trading on the Shenzhen Stock Exchange, and decides not to trade on the exchange or to apply for trading or transfer on other trading venues;

(11) Other matters determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions;

(12) Other matters that require special resolutions as stipulated in laws and regulations, relevant provisions of the Shenzhen Stock Exchange, the company's articles of association or the rules of procedure of the shareholders' meeting.

The proposals mentioned in Items 4 and 10 of the preceding paragraph shall, in addition to being passed by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting, also be passed by more than 2/3 of the voting rights held by shareholders attending the meeting other than the company's directors, senior managers and shareholders who individually or collectively hold more than 5% of the company's shares.

Article 90 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right.

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

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

If a shareholder violates the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law by purchasing shares of the company with voting rights, the shares exceeding the prescribed proportion shall not exercise voting rights within 36 months after the purchase, and will not be included in the total number of shares with voting rights for shareholders present.

The company's board of directors, independent directors and shareholders holding more than 1% of 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 91 When the shareholders' meeting considers related matters related to related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be counted in the total number of valid votes; the announcement of the resolution of the shareholders' meeting shall fully disclose the voting status of non-related shareholders.

When related party transactions are reviewed at the shareholders' meeting, related shareholders should take the initiative to explain the situation to the shareholders' meeting and make it clear that they will not participate in voting. If a related shareholder does not take the initiative to explain the related relationship, other shareholders may require it to explain the situation and avoid voting. If a related shareholder fails to explain the situation or avoids voting, the number of shares held by the related shareholder will not be included in the total number of shares with valid voting rights for voting on related transaction matters. After the shareholders' meeting, if other shareholders discover that a related shareholder has participated in voting on related transactions, they have the right to sue the People's Court for relevant resolutions in accordance with the provisions of the Company Law or these Articles of Association.

Article 92 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 unless approved by a special resolution of the shareholders' meeting.

Article 93 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal.

The list of director candidates can be submitted in writing by the company's current board of directors and shareholders who individually or collectively hold more than 5% of the company's shares (excluding stock proxy rights) for more than 180 consecutive days. The list of candidates for independent directors can be submitted in writing by the company's current board of directors and shareholders who hold or combine to hold more than 1% of the company's shares; the investor protection agency established in accordance with the law can publicly request shareholders to entrust them to exercise the right to nominate independent directors on their behalf.

The company should issue a "director election reminder announcement" before selecting director candidates, disclosing in detail the number of directors, nominee qualifications, candidate qualifications, preliminary review procedures for candidates, etc.

The company should disclose the detailed information of the candidates before the shareholders' meeting, so that shareholders can have sufficient understanding of the candidates. Candidates should make a written commitment before the announcement of the shareholders' meeting, agree to accept the nomination, promise that the publicly disclosed candidate information is true, accurate and complete, and ensure that they will effectively perform their duties after being elected.

Candidates for directors and senior managers must attend the meeting in person when their appointment proposals are being reviewed by authorized bodies such as shareholders' meetings, the board of directors or employees' congresses, and explain their qualifications, professional abilities, work experience, violations of laws and regulations, whether there is a conflict of interest with the company, and their relationships with the company's controlling shareholders, actual controllers and other directors and senior managers.

The election of directors should fully reflect the opinions of small and medium-sized shareholders. The cumulative voting system should be used in the following situations:

(1) Elect two or more independent directors;

(2) When a single shareholder and its persons acting in concert own 30% or more of the shares, two or more directors shall be elected.

If the shareholders' meeting elects directors by cumulative voting, the votes of independent directors and non-independent directors shall be conducted separately. If cumulative voting is not adopted to elect directors, each director candidate shall be submitted as a separate proposal. 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 specific operational details of the cumulative voting system are as follows:

(1) The total number of effective voting rights that each shareholder present at the meeting can exercise when electing directors is equal to the number of voting shares held by him multiplied by the number of directors to be elected;

(2) Each shareholder can concentrate all the voting rights of the shares he holds on one candidate director, or disperse his votes to any number of candidate directors;

(3) The number of votes each shareholder casts for a single candidate director may be higher or lower than the number of voting shares held by it, and does not need to be an integral multiple of that number of shares, but the cumulative number of votes it casts for all candidate directors shall not exceed the total number of valid voting rights it holds;

After the voting, based on the number of votes received by all candidates and limited to the number of directors to be elected, the elected directors will be selected from the candidates who received the votes from high to low.

Article 94 In addition to the cumulative voting system, the shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, they will be voted on in the order in which the proposals were submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting will not shelve proposals or refrain from voting.

Article 95 When the shareholders' meeting considers the proposal, the proposal shall not be modified. If it is changed, it shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting.

Article 96 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.

Article 97 The shareholders' meeting shall vote by registered vote.

Article 98 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the 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 99 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed or not based on the voting results. Before the voting results are officially announced, the companies, vote counters, scrutineers, shareholders, network service providers and other relevant parties involved in the shareholders' meeting on-site, online and other voting methods have the obligation to keep the voting information confidential.

Article 100 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting.

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

Article 101 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 102 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of 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 103 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 104: If the shareholders' meeting passes the relevant proposal for the election of directors, the new directors shall take office immediately on the day the meeting ends.

Article 105: If the shareholders' meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company will implement the specific plan within 2 months after the conclusion of the shareholders' meeting.

Chapter 5 Directors and Board of Directors

Section 1 Directors

Article 106 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 for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for more than 5 years, and if he is sentenced to probation, the probation period has not exceeded 2 years from the date of expiration of the probation period;

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

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

(5) A person who has a relatively large amount of debt and has not paid it off when due 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 107 Directors shall be elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. The term of directors is 3 years and may be re-elected upon expiration of the term.

The company should sign a contract with the director to clarify the rights and obligations between the company and the director, the director's term of office, the director's liability for violating laws, regulations and the company's articles of association, and the company's compensation for early termination of the contract for any reason.

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

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

Article 108 Directors shall abide by laws, administrative regulations and the provisions of these Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the company's interests, and shall not use their powers to seek improper benefits.

Directors have the following duties of loyalty to the company:

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

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

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

(4) Without reporting to the Board of Directors or the Shareholders' Meeting and passing the resolution of the Board of Directors or the Shareholders' Meeting in accordance with the provisions of these Articles, no contract or transaction may be made directly or indirectly with the Company;

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

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

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

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

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

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

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

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

Article 109 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of diligence to the company, and shall exercise the reasonable care normally due to managers in performing their duties for the best interests of the company. Directors have the following diligence obligations towards the company:

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

(2) All shareholders should be treated fairly;

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

(4) Written confirmation of the company’s periodic reports should be signed. Ensure that the information disclosed by the company is true, accurate and complete;

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

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

Article 110 Directors may resign before the expiration of their term of office. Directors who resign must submit a written resignation report to the company. The resignation will take effect on the day the company receives the resignation report, and the company will disclose the relevant situation within 2 trading days.

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

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

Article 111 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically lifted after his resignation report takes effect or his term ends. His obligation to keep the company's business secrets confidential will remain valid for one year after his term ends or until the secret becomes public information. The duration of other obligations shall be determined on an equitable basis, depending on the length of time between the occurrence of the event and departure from office, and the circumstances and conditions under which the relationship with the Company ends. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation.

Article 112 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 113 Without the provisions of these Articles of Association or the legal authorization of the Board of Directors, no director may act in his or her own name on behalf of the company or 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 114 If a director causes damage to others when performing company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation.

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

Article 115 With the approval of the shareholders' meeting, the company may purchase liability insurance for directors and other personnel performing their duties. Liability insurance coverage is stipulated in the contract, except for directors' liability arising from violations of laws, regulations and the company's articles of association.

Section 2 Board of Directors

Article 116 The company shall have a board of directors, which shall consist of nine directors and a chairman of the board of directors. The chairman of the board of directors is elected by the board of directors by a majority of all directors. More than 1/3 of the board members should be independent directors, at least one of whom should be an accounting professional.

Article 117 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) Review and approve transactions, related transactions, external guarantees, external financial assistance, securities investments, futures and derivatives transactions, external donations and other matters that do not meet the standards for review by the shareholders' meeting;

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

(9) Decide on the appointment or dismissal of the company’s president and board secretary, and determine their remuneration, rewards and punishments; based on the president’s nomination, decide on the appointment or dismissal of the company’s vice president, financial director and other senior management personnel, and decide on their remuneration, rewards and punishments;

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

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

(12) Management company information disclosure matters;

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

(14) Listen to the work report of the company president and inspect the president’s work;

(15) Other powers granted by laws, administrative regulations, departmental rules, these Articles of Association or the shareholders' meeting.

Article 118 When the board of directors decides on major issues of the company, it shall listen to the opinions of the company's party committee in advance.

Article 119 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 120 The Board of Directors shall formulate 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, as an attachment to these articles of association, are drawn up by the board of directors and approved by the shareholders' meeting.

Article 121 The board of directors shall determine the authority for external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc., and establish strict review and decision-making procedures; major investment projects shall organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval.

Article 122 In addition to the powers stipulated in Article 117 of the Articles of Association, the Board of Directors has the right to review the following matters:

(1) Write-off processing of scrapping, damage, inventory losses and bad debts: a single amount does not exceed 5% of the company’s latest audited net assets, or the cumulative amount of similar events in a fiscal year does not exceed 10% of the company’s latest audited net assets;

(2) Financing: the total external debt does not exceed 70% of the company’s latest audited total assets;

(3) Donated or donated assets: the amount involved in a single event shall not exceed 2‰ of the latest audited net assets;

(4) For the establishment, modification, cancellation and termination of intermediary consulting service contracts, the amount of a single contract shall not exceed 1% of the company's latest audited net assets; or the cumulative amount in one fiscal year shall not exceed 5% of the company's latest audited net assets.

Article 123 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;

(4) In the event of force majeure emergencies such as major natural disasters, exercise special power to handle company affairs in compliance with legal provisions and the company's interests, and report to the board of directors and shareholders' meeting afterwards;

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

Article 124 If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.

Article 125 The Board of Directors shall hold at least two meetings each year, convened by the Chairman of the Board of Directors. Notice of the Board of Directors meetings shall be sent to all directors in writing 10 days before the meeting.

Article 126 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.

Article 127 The board of directors shall notify the extraordinary board meeting by sending it in person, by phone, by email or by fax; the notification time limit is: 2 days.

The board of directors shall notify all directors in advance within the prescribed time and provide sufficient information. If two or more independent directors believe that the information is incomplete or the argument is insufficient, they may jointly submit a written request to the board of directors to postpone the meeting or postpone the review of the matter, and the board of directors shall adopt it.

Article 128 If special circumstances arise and the board of directors needs to make an immediate resolution for the benefit of the company, the convening of an extraordinary board meeting may not be subject to the notification method and notification time limit specified in the preceding paragraph, but the convener shall make an explanation at the meeting.

Article 129 The notice of board of directors meeting shall include the following contents:

(1) Meeting date and location;

(2) Meeting period;

(3) Reasons and issues;

(4) Date of issuance of notice.

Article 130 A meeting of the board of directors must be attended by more than half of the directors. Resolutions made by the board of directors must be approved by more than half of all directors.

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

Article 131 If a director has a relationship with an enterprise or individual involved in a matter resolved at a board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than 3, the matter shall be submitted to the shareholders' meeting for review.

Article 132 The voting method for resolutions of the Board of Directors is: registered ballot.

On the premise of ensuring that directors can fully express their opinions, board meetings can be held and voted by on-site meetings, telephone or video communication. Directors may make resolutions by fax, email, or other electronic communications, and shall be signed by the participating directors.

Article 133 Directors should attend board meetings and express clear opinions on the matters discussed. The company provides electronic communications to ensure that directors perform their duties. If a director is unable to attend in person for some reason, he may entrust another director in writing to attend on his behalf according to his wishes. The entruster shall bear legal responsibility independently. 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. Independent directors may not entrust non-independent directors to vote on their behalf.

The power of attorney shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.

Article 134 Directors shall bear responsibility for the resolutions of the board of directors. If a resolution of the board of directors violates laws, administrative regulations, the company's articles of association, or shareholders' meeting resolutions, causing the company to suffer serious losses, the directors who participated in the resolution shall be liable to the company for compensation. However, if it is proved that the director expressed his dissent during the voting and recorded it in the minutes of the meeting, the director may be exempted from liability.

Article 135 The board of directors shall keep minutes of its decisions on the matters discussed at the meeting, and the directors, board secretary and recorder who attended the meeting shall sign on the minutes. Directors present at the meeting have the right to request that explanatory records of their speeches at the meeting be recorded in the minutes.

The minutes of the board of directors meetings shall be kept by the secretary of the board of directors as company files and shall be kept for ten years.

Article 136 The minutes of board of directors 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 board meetings;

(3) Meeting agenda;

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

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

Section 3 Independent Directors

Article 137 Independent directors shall, in accordance with the provisions of laws, administrative regulations, China Securities Regulatory Commission, stock exchanges and these Articles of Association, ensure that they have sufficient time and energy to perform their duties conscientiously and effectively, continue to pay attention to the company's situation, carefully review documents, express independent opinions objectively, play the role of participation in decision-making, supervision and checks and balances, 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 138 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 significant business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or persons who hold positions in units with significant business dealings and their controlling shareholders or actual controllers;

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

(7) Persons who have had the circumstances listed in items 1 to 6 in the past 12 months;

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

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

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

Article 139 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 140: As members of the board of directors, independent directors have a duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:

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

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

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

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

Article 141 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) Propose 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 142 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:

(1) Related transactions that should be disclosed;

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

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

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

Article 143 The company shall establish a special meeting mechanism attended by all independent directors. If the board of directors considers matters such as related transactions, it shall be approved in advance by a special meeting of independent directors.

The company holds special meetings of independent directors regularly or irregularly. Matters listed in Items (1) to (3) of Paragraph 1 of Article 141 of this Article and Article 142 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 Committee of the Board of Directors

Article 144 The company’s board of directors shall establish special committees such as strategy, nomination, remuneration and assessment, auditing, and environmental, social and governance (ESG). The special committees shall be responsible to the board of directors and perform their duties in accordance with the company’s 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 members of the special committees shall all be composed of directors. Among them, independent directors shall constitute the majority of the audit committee, the nomination committee, and the remuneration and assessment committee and shall serve as the convener. The Board of Directors is responsible for formulating work procedures for special committees and standardizing their operations.

Article 145 The Audit Committee shall consist of 3 directors who are not senior managers of the company, of which more than half are independent directors, and accounting professionals among the independent directors shall serve as the convener.

Article 146 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:

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

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

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

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

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

The Audit Committee exercises the powers of the Supervisory Board as stipulated in the Company Law.

Article 147 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. Audit committee meetings can only be held if more than 2/3 of the members are present.

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.

Article 148 The Strategy Committee is responsible for studying and making recommendations on the company's long-term development strategies and major investment decisions.

Article 149 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 resolution of the board of directors and disclose them.

Article 150 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) Formulate or change equity incentive plans and employee stock ownership plans, and ensure that incentive objects are granted rights and the conditions for exercising their rights are met;

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

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

If the board of directors fails to adopt or fully adopts the recommendations of the remuneration and appraisal committee, it shall record the opinions of the remuneration and appraisal committee and the specific reasons for failure to adopt them in the resolution of the board of directors, and disclose them.

Article 151 The main responsibilities of the ESG Committee are:

(1) Review the company’s ESG strategy to ensure that it meets the company’s needs and complies with applicable laws, regulations and regulatory requirements, and submit it to the board of directors for decision-making;

(2) Review and update the company’s ESG management system and report to the board of directors;

(3) Review important ESG matters that have a significant impact on the rights and interests of the company or other stakeholders, and report to the board of directors;

(4) Review the company’s ESG-related risks and opportunities, and supervise the response to ESG risks and opportunities;

(5) Supervise the promotion and implementation of the company's ESG strategy, supervise the progress of the ESG management team's overall planning of ESG goals, and review the annual performance of ESG work;

(6) Supervise and manage the communication channels and methods between the company and stakeholders to ensure that the company and stakeholders can achieve effective communication;

(7) Review the company’s externally disclosed ESG reports and submit them to the board of directors for decision-making;

(8) Other matters authorized by the board of directors.

Article 152 Each special committee may hire an intermediary agency to provide professional opinions for its decision-making, and the relevant expenses shall be borne by the company.

Chapter 6 Company Party Organization

Article 153 In accordance with the provisions of the Party Constitution, the company's Party Committee and the company's Discipline Inspection Commission are established. The positions of the secretary, deputy secretary, and members of the company's Party Committee and the Company's Discipline Inspection Commission shall be set according to the approval of the superior party committee. The appointment and removal of party committee secretaries and other party committee members shall be carried out in accordance with the relevant regulations of the party.

Article 154 The company shall establish the Party Committee work department and the Discipline Inspection Commission work department, and also establish mass organizations such as trade unions and Youth League committees.

Article 155 The Party Committee plays the role of core leadership and political core, assumes the responsibility of strictly managing the Party, and implements the main responsibility of building a clean and honest government. It mainly exercises the following powers:

(1) Ensure and supervise the implementation of the party and the country’s policies and major arrangements in the company;

(2) Participate in the company’s decision-making on major issues, support the shareholders’ meeting, board of directors, and managers in exercising their powers in accordance with the law, and promote the company to improve efficiency, enhance competitiveness, and maintain and increase the value of state-owned assets;

(3) Implement the principle of Party management of cadres and Party management of talents, be responsible for establishing and improving a selection and employment mechanism that meets the requirements of modern enterprise systems and market competition needs, determine standards, standardize procedures, organize inspections, recommend candidates, and build a team of high-quality operators and talents;

(4) Study and arrange the company’s party and mass work, strengthen the party organization’s own construction, the construction of party members and party branch secretaries, and lead ideological and political work, spiritual civilization construction and mass organizations such as trade unions and the Communist Youth League;

(5) Rely wholeheartedly on the employees, support the employees’ congress in carrying out its work, and safeguard the legitimate rights and interests of employees;

(6) Study other matters that should be decided by the company’s party committee.

Article 156 The Party Committee discusses and decides on the following matters:

(1) Study the party’s line, principles, policies and national laws and regulations, the spirit of important meetings, documents, decisions, resolutions and instructions of superior party committees and governments, and the resolutions and decisions of party members’ congresses at the same level, and study and implement them;

(2) Strengthen and improve the party’s ideology, organization, style, anti-corruption and system construction and other related work;

(3) Planning, plans and important measures to strengthen the construction of leadership teams at all levels and the construction of talent teams; the establishment of the working structure of the company’s party committee, the division of labor among party committee members, the establishment of party organizations, the general election of party organizations, and the appointment and removal of cadres within the scope of the party committee’s authority;

(4) Important work, important documents, important requests for instructions deployed in the name of the party committee, and review of important matters proposed for agreement by subordinate party organizations, etc.;

(5) The party committee’s annual work ideas, work plans, important matters in grassroots party organizations and party member team building;

(6) Systems and regulations for the construction of party style and clean government and anti-corruption work, deployment of anti-corruption work, review of the company’s disciplinary inspection committee work reports and case investigation opinions, and management of major case filings and disciplinary decisions within the authority;

(7) Major issues in the construction of the company’s workforce, construction of spiritual civilization, construction of company culture, maintenance of harmony and stability, etc.;

(8) Other matters that need to be studied and decided by the party committee.

Article 157 The Party Committee shall study and discuss the following matters in advance:

(1) The company’s development strategy and medium- and long-term development plans;

(2) The company’s production and operation policies;

(3) Principle and direction issues in the company’s major decisions such as major investment and financing, loan guarantees, asset restructuring, property rights changes, major asset disposals, capital operations, large donations, etc.;

(4) Formulation and modification of the company’s important reform plans;

(5) The merger, division, change, and dissolution of the company, the establishment and adjustment of the internal management organization, and the establishment and cancellation of subordinate enterprises;

(6) The company’s draft articles of association and plan to amend the articles of association;

(7) Selection, assessment, compensation, management and supervision of the company’s middle and senior management personnel;

(8) Major matters involving the vital interests of employees submitted to the workers’ congress for discussion;

(9) Important measures taken by the company in terms of political and social responsibilities such as production safety and maintenance of stability;

(10) Other "three major and one major" issues that the board of directors and management team believe should be brought to the party committee for discussion;

(11) Other matters that require the party committee to participate in decision-making.

Article 158: Adhere to the procedure of “first within the party, then submit”. For the "three important and one major" issues related to the company's reform, development and stability, the board of directors and management team should submit them to the company's party committee for discussion and study before making decisions. The party committee holds a meeting to discuss and study and put forward opinions and suggestions, and then submit them to the board of directors and management team for decision-making according to procedures.

Article 159: The Party Committee formulates special rules of procedure and related supporting work systems to ensure scientific decision-making and efficient operation.

Article 160 The Commission for Discipline Inspection shall implement the supervision responsibility for the construction of party style and clean government, perform the party's disciplinary review and disciplinary supervision responsibilities, and mainly exercise the following powers:

(1) Maintain the Party’s charter and other intra-Party regulations;

(2) Inspect the implementation of the party’s line, principles, policies and resolutions;

(3) Assist the party committee to strengthen party style construction, organize and coordinate anti-corruption work, and research and deploy disciplinary inspection and supervision work;

(4) Regularly educate party members on observing discipline and make decisions on maintaining party discipline;

(5) Supervise the exercise of power by party members and leading cadres;

(6) Examine and handle cases in which party organizations and party members affiliated to the company violate the party's charter and other intra-party regulations;

(7) Accept complaints and complaints from party members;

(8) Protect the rights of party members;

(9) Other functions that should be undertaken by the Discipline Inspection Commission.

Chapter 7 Senior Management

Article 161 The company shall have a president, whose appointment or dismissal shall be determined by the board of directors. The company has 3-7 senior managers including vice presidents, who are appointed or dismissed by the board of directors.

Article 162 The provisions of this Articles of Association regarding the circumstances in which directors are not allowed to serve as directors and the resignation management system shall also apply to senior managers.

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

Article 163 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 164 The term of office of the president is three years, and the president can be re-elected.

Article 165 The president 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 vice president and other senior managers;

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

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

The president attends board meetings.

Article 166 The President shall formulate detailed rules for the work of the President and submit them to the Board of Directors for approval before implementation.

Article 167 The president’s working rules include the following:

(1) The conditions, procedures and participants for the president’s meeting;

(2) The specific responsibilities and division of labor of the president 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 168 The president may resign before the expiration of his term. The specific procedures and methods for the resignation of the president shall be stipulated in the labor contract between the president and the company.

Article 169 The company shall have a secretary to the board of directors, who shall be responsible for the preparation and document storage of the company’s shareholders’ and board of directors’ meetings, the management of the company’s shareholder information, information disclosure matters, investor relations and other matters. As a senior management member of the company, the secretary to the board of directors has the right to attend relevant meetings, review relevant documents, and understand the company's financial and operating conditions in order to perform his duties. The board of directors and other senior managers should support the work of the board secretary. No organization or individual may interfere with the normal performance of duties by the Secretary of the Board of Directors. When a company appoints a secretary to the board of directors, it should also appoint a securities affairs representative to assist the secretary of the board of directors in performing his duties.

Article 170 If a senior manager performs the company's duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation. If senior managers violate laws, administrative regulations, departmental rules 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 171 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 bear liability for compensation in accordance with the law.

Chapter 9 Company Incentive and Constraint Mechanism

Article 172 The company shall establish fair and transparent standards and procedures for the performance and duty performance evaluation of directors and senior managers.

Article 173 The performance evaluation of directors and senior managers shall be organized by the board of directors or its subordinate remuneration and assessment committee. The company may entrust a third party to conduct performance evaluation.

The performance evaluation of independent directors is carried out through self-evaluation or mutual evaluation.

Article 174 The board of directors shall report to the shareholders' meeting the performance of directors' duties, performance evaluation results and remuneration, and the company shall disclose them.

Article 175 Directors’ remuneration matters shall be decided by the shareholders’ meeting. When the board of directors or the remuneration and appraisal committee evaluates an individual director or discusses his remuneration, the director shall recuse himself.

The remuneration distribution plan for senior managers must be approved by the board of directors, explained to the shareholders' meeting, and fully disclosed.

Article 176 The company may implement incentive mechanisms such as equity incentives and employee stock ownership in accordance with relevant laws, regulations and company articles of association.

The company's incentive mechanism should be conducive to enhancing the company's innovation and development capabilities, promoting the company's sustainable and healthy development, and must not harm the legitimate rights and interests of the company and shareholders.

Chapter 10 Financial Accounting System, Profit Distribution and Auditing

Section 1 Financial Accounting System

Article 177 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.

Article 178 The company shall submit and disclose an annual report to the CSRC office and the Shenzhen Stock Exchange within 4 months from the end of each fiscal year, and submit and disclose an interim report to the CSRC office and the Shenzhen Stock Exchange within 2 months from the end of the first half of each fiscal year. The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws, administrative regulations, regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.

Article 179 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 180 When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals can be made. If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first make up for the losses with the current year's profits before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.

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

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

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

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

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

Article 182 After the company's shareholders make a resolution on the profit distribution plan, or after the company's board of directors formulates a specific plan based on the next year's interim dividend conditions and upper limit reviewed and approved by the annual shareholders' meeting, the distribution of dividends (or shares) must be completed within 2 months.

Article 183 The company’s profit distribution policy:

(1) The company's profit distribution should pay attention to reasonable investment returns for investors, maintain the continuity and stability of profit distribution, and comply with relevant provisions of laws and regulations; the company's profit distribution shall not exceed the scope of the accumulated distributable profits, and shall not damage the company's ability to continue operating.

(2) The company may distribute dividends in cash, stocks, a combination of cash and stocks, or other methods permitted by laws and regulations.

(3) The arguments and decision-making procedures for formulating the company's profit distribution policy (including cash dividends) should fully consider the opinions of independent directors and public investors. The formulation of profit distribution policies shall be proposed by the board of directors to the shareholders' meeting. When the company's profit distribution policy is submitted to the shareholders' meeting for review, it must be approved by more than 2/3 of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting.

(4) On the premise that the company's profits and cash flow meet the company's normal production and operation business and long-term development, and there are no major investment plans or major cash expenditures, the company will distribute cash dividends once a year in principle. The company's board of directors may propose that the company conduct mid-term cash dividends based on the company's operations and capital needs. If the conditions for cash dividends are met, the company's profits distributed in cash each year shall not be less than 20% (inclusive) of the distributable profits realized in that year, and in any three consecutive years, the company's cumulative profits distributed in cash shall not be less than 30% of the average annual distributable profits realized in those three years.

Major investment plans or major cash expenditures refer to the company's planned cumulative expenditures on external investments, acquisitions of assets, or purchases of equipment and real estate within the next 12 months reaching or exceeding 20% of the company's most recent audited net assets.

On the premise of ensuring sufficient cash dividend distribution, profit distribution can be carried out in the form of stock dividends.

The company's board of directors should comprehensively consider factors such as the characteristics of the industry, development stage, own business model, profitability level, debt repayment ability, whether there are major capital expenditure arrangements and investor returns, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in the company's articles of association:

If the company is in a mature development stage and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;
If the company is in a mature stage of development and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;
If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%;

If the company's development stage is difficult to distinguish but it has major capital expenditure arrangements, it may be handled in accordance with the provisions of item 3 of the preceding paragraph.

(5) When the company's audit report for the most recent year is not an unqualified opinion or contains an unqualified opinion with significant uncertainties related to continuing operations, or the most recent audited asset-liability ratio is higher than 70%, or the operating cash flow in the most recent fiscal year is negative, no profit distribution is required.

(6) When the company formulates a specific plan for cash dividends, the board of directors should carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividends, conditions for adjustment and decision-making process requirements, etc. If independent directors believe that the specific cash dividend plan may damage the rights and interests of the company or small and medium-sized shareholders, they have the right to express independent opinions. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, it shall record the opinions of independent directors and the specific reasons for not adopting them in the resolution of the board of directors, and disclose them. The audit committee should pay attention to the board of directors' implementation of the cash dividend policy and shareholder return plan, as well as whether it has implemented corresponding decision-making procedures and information disclosure. If the audit committee finds that the board of directors fails to strictly implement the cash dividend policy and shareholder return plan, fails to strictly implement the corresponding decision-making procedures, or fails to disclose the corresponding information truthfully, accurately, and completely, it should urge it to make timely corrections.

Before the shareholders' meeting reviews the specific cash dividend plan, the company should proactively communicate 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 respond to issues of concern to small and medium-sized shareholders in a timely manner.

When the company's annual shareholders' meeting reviews the annual profit distribution plan, it may review and approve the conditions, proportion limit, amount limit, etc. for the next year's interim cash dividend. The upper limit of interim dividends for the next year reviewed by the annual shareholders' meeting shall not exceed the net profit attributable to the company's shareholders during the corresponding period. The board of directors will formulate a specific interim dividend plan based on the resolution of the shareholders' meeting and subject to the conditions for profit distribution.

If a company needs to adjust its dividend policy and shareholder return plan due to major changes in the external operating environment or its own operating conditions, it should take the protection of shareholders' rights and interests as the starting point, demonstrate and explain the reasons in detail, and modify the procedures the same as those for formulating profit distribution policies. The board of directors shall submit the resolution to the shareholders' meeting for voting.

Section 2 Internal Audit

Article 184 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 185 The company's internal audit institution shall supervise and inspect the company's business activities, risk management, internal control, financial information and other matters.

Article 186 The internal audit institution shall be responsible to the Board of Directors.

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

Article 187 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.

Article 188 When the audit committee communicates with external audit units such as accounting firms and national audit institutions, the internal audit institutions shall actively cooperate and provide necessary support and collaboration.

Article 189 The audit committee shall participate in the assessment of the person in charge of internal audit.

Section 3 Appointment of Accounting Firm

Article 190 The company shall employ an accounting firm that complies with the provisions of the Securities Law to provide auditing of accounting statements, verification of net assets and other related consulting services. The term of appointment shall be one year and may be renewed.

Article 191 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 192 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 193 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 194 When the company dismisses or does not renew the appointment of the accounting firm, it shall notify the accounting firm 30 days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.

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

Chapter 11 Notices and Announcements

Section 1 Notice

Article 195 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 196 If the notice issued by the company is made in the form of announcement, once the announcement is made, all relevant personnel will be deemed to have received the notice.

Article 197 The notice of the company's shareholders' meeting shall be made by public announcement.

Article 198 Notices of board meetings of the company shall be sent by hand, by telephone, by email or by fax.

Article 200 If a company notice is sent by a special person, the person to be served shall sign (or seal) the delivery receipt, and the date of receipt by the person to be served 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 201 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 202 The company designates "Securities Times", "China Securities News", and "CnChao Information Network" as newspapers and websites that publish company announcements and other information that needs to be disclosed.

Chapter 12 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation

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

Article 203: Company mergers may be mergers by absorption or mergers by new establishment.

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

Article 204 If the price paid for the merger of a company does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting, unless otherwise provided in these articles of association.

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

Article 205: When a company merges, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify its creditors within 10 days from the date of making the merger resolution, and shall make an announcement within 30 days on the media that meets the regulations or on the national enterprise credit information publicity system. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

Article 206 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 207 When a company is divided, its property shall be divided accordingly.

When a company is divided, a balance sheet and property list must be prepared. The company shall notify creditors within 10 days from the date of making the separation resolution, and shall make an announcement within 30 days on media that meets the regulations or on the national enterprise credit information publicity system.

Article 208 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 209 When the company reduces its registered capital, it will prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement within 30 days on the media that meets the regulations or on the national enterprise credit information publicity system. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

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

Article 210 If the company still has losses after making up for its losses in accordance with the provisions of paragraph 2 of Article 181 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 209 of these Articles of Association shall not apply, but an announcement shall be made within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, in a media that meets the regulations or on the national enterprise credit information publicity system.

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 211 If the registered capital is reduced in violation of the Company Law and other relevant regulations, the shareholders shall return the funds received, and those who reduce or reduce the capital contribution shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.

Article 212 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 213 If a company is merged or divided and the registered items are changed, the change registration shall be carried out with the company registration authority in accordance with the law; if the company is dissolved, the company shall be deregistered in accordance with the law; if a new company is established, the company establishment registration shall be carried out in accordance with the law.

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

Section 2 Dissolution and Liquidation

Article 214 The company is dissolved for the following reasons:

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

(2) The shareholders’ meeting resolves to dissolve;

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

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

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

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

Article 215 If a company falls under the circumstances specified in Item (1) or (2) of Article 214 of this Article of Association and has not yet distributed property to shareholders, it may continue to exist by amending this Article of Association or by resolution of the shareholders' meeting.

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

Article 216 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 214 of this Article of Association, it shall be liquidated. Directors are the liquidation obligors of the company and shall form a liquidation team to carry out liquidation within 15 days from the date of occurrence of the reasons for dissolution. The liquidation committee shall be composed of directors, unless otherwise stipulated in the Articles of Association or another person shall be elected by resolution of the shareholders' meeting. If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.

Article 217 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;

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

Article 218 The liquidation team shall notify creditors within 10 days from the date of establishment and make an announcement within 60 days on media that meets the regulations or on the national enterprise credit information publicity system. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

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

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

Article 219 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 220 If, after cleaning up the company's property and preparing a balance sheet and property list, the liquidation team finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for bankruptcy liquidation in accordance with the law.

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

Article 221 After the liquidation of the company 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 222 Members of the liquidation team shall have the duty of loyalty and diligence to perform their 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 the company or creditors due to intentional or gross negligence, they shall be liable for compensation.

Article 223 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 13 Modification of the Articles of Association

Article 224 The company will amend its articles of association under any of the following circumstances:

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

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

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

Article 225 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 226 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 227 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 14 Supplementary Provisions

Article 228 Interpretation

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

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

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

Article 229 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 230 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 approved and registered by the relevant competent authorities shall prevail.

Article 231 The words “above” and “within” in this Article include the original number; “over”, “beyond”, “less than” and “more than” do not include the original number.

Article 232 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.

Article 233 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors.

Article 234 This Article of Association shall come into effect from the date of promulgation.