[Temporary Announcement] Zhongke Zhonghuan: Articles of Association
Announcement Number: 2026-040 Articles of Association of Anhui Zhongke Zhonghuan Intelligent Equipment Co., Ltd.
September 2026
Announcement number: 2026-040
Directory
Chapter 1 General Provisions................................................................................................................1
Chapter 2 Business Purpose and Business Scope................................................................................2
Chapter 3 Shares................................................................................................................2
Section 1 Share Issuance................................................................................................2
Section 2 Increase, decrease and repurchase of shares......................................................................4
Section 3 Share Transfer................................................................................................5
Chapter 4 Shareholders and Shareholders Meeting................................................................................................5
Section 1 Shareholders................................................................................................................5
Section 2 General Provisions for Shareholders’ Meetings................................................................................8
Section 3 Convening the Shareholders’ Meeting................................................................................11
Section 4 Proposals and Notices of Shareholders’ Meetings......................................................12
Section 5 Convening of Shareholders’ Meeting........................................................................13
Section 6 Voting and Resolutions of the Shareholders’ Meeting................................................................15
Chapter 5 Board of Directors................................................................................................17
Section 1 Directors................................................................................................17
Section 2 Board of Directors................................................................................................20
Chapter 6 General Manager and Other Senior Management Personnel......................................................22
Chapter 7 Board of Supervisors................................................................................................................23
Section 1 Supervisors................................................................................................23
Section 2 Board of Supervisors................................................................................................24
Chapter 8 Financial Accounting System, Auditing and Profit Distribution......................................25
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Section 1 Financial Accounting System......................................................................................25
Section 2 Internal Audit......................................................................................27
Section 3 Appointment of Accounting Firm................................................................27
Chapter 9 Labor and Personnel System......................................................................................27
Chapter 10 Notices and Announcements................................................................................27
Chapter 11 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation......................28
Section 1 Mergers, spin-offs, capital increases and capital reductions......................................................28
Section 2 Dissolution and Liquidation......................................................................29
Chapter 12 Information Disclosure and Investor Relations Management System......................................31
Section 1 Information Disclosure......................................................................................31
Section 2 Investor Relations Management......................................................................31
Section 3 Contents and Methods of Investor Relations Management......................................32
Chapter 13 Preventing the Occupation of Funds by Controlling Shareholders and Related Parties......................................33
Chapter 14 Modification of the Articles of Association......................................................................................34
Chapter 15 Supplementary Provisions......................................................................................................34
Announcement number: 2026-040
Anhui Zhongke Zhonghuan Intelligent Equipment Co., Ltd.
Charter
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of Anhui Zhongke Zhonghuan Intelligent Equipment Co., Ltd. (hereinafter referred to as the "Company"), shareholders, employees and creditors, and regulate the company's organization and behavior, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Supervision and Administration Measures for Unlisted Public Companies" and the "National Small and Medium-sized Enterprises" This Articles of Association is formulated by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), the National Equities Exchange and Quotations Co., Ltd. and other relevant regulations formulated by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), the National Equities Exchange and Quotations Co., Ltd.
Article 2 A company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations.
The company was established as a whole by Anhui Zhongke Zhonghuan Intelligent Equipment Co., Ltd., registered with the Hefei Market Supervision Administration, and obtained a business license. The unified social credit code is
91340100MA2MX2QJ7J.
Article 3 Company name: Anhui Zhongke Zhonghuan Intelligent Equipment Co., Ltd.
Article 4 Company address: No. 7, Shinan Road, Baiyan Science and Technology Park, High-tech Zone, Hefei City, Anhui Province.
Article 5 The registered capital of the company: RMB 44.195172 million.
Article 6 The company shall be a joint stock limited company with permanent existence.
Article 7 The chairman of the board of directors performs company affairs on behalf of the company and is the legal representative of the company. If a director or manager who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time.
If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation.
Article 8 The entire capital of a company shall be divided into equal shares. 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 9 The company's articles of association will become a legally binding document that regulates the company's organization and behavior, the rights and obligations between the company and its shareholders, and between shareholders from the date of its effective date, and is a legally binding document for the company, shareholders, directors, supervisors, and senior managers. In accordance with relevant laws and regulations and this Articles of Association,
Announcement number: 2026-040
Shareholders can sue shareholders, and shareholders can sue the company's directors, supervisors, general managers, and other senior managers. Shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general managers, and other senior managers.
Article 10 The term "other senior managers" as mentioned in these Articles of Association refers to the company's general manager, deputy general manager, financial controller, secretary of the board of directors and other personnel confirmed as senior managers by resolution of the board of directors.
Article 11 The company shall establish Communist Party organizations and carry out Party activities in accordance with the "Articles of the Communist Party of China" and other relevant regulations. The company provides necessary conditions for the activities of party organizations and supports party organizations to do various tasks in accordance with the requirements of superiors.
Chapter 2 Business Purpose and Business Scope
Article 12 The company’s business purpose: Make energy more efficient and make society safer.
Article 13 Business scope: General items: security equipment manufacturing; security equipment sales; fire protection equipment sales; fire protection technical services; data processing and storage support services; information security equipment manufacturing; information security equipment sales; information system integration services; information system operation and maintenance services; information technology consulting services; network Information security software development; information consulting services (excluding licensed information consulting services); big data services; artificial intelligence hardware sales; artificial intelligence application software development; automobile parts and accessories manufacturing; energy storage technology services; refrigeration and air-conditioning equipment manufacturing; refrigeration and air-conditioning equipment sales; carbon emission reduction, carbon Research and development of conversion, carbon capture and carbon storage technology; research and development of key technologies for waste heat power generation; research and development of waste heat, pressure and gas utilization technology; manufacturing of environmental emergency technical equipment; engineering and technology research and experimental development; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; battery sales; electricity Sales of battery spare parts; sales of new energy vehicle battery swapping facilities; import and export of goods; import and export of technology; import and export agency; integration of intelligent control systems, manufacturing of marine supporting equipment, and manufacturing of ship automation, detection, and monitoring systems (except for licensed businesses, projects that are not prohibited or restricted by laws and regulations can be independently operated in accordance with the law).
Chapter 3 Shares
Section 1 Share Issuance
Article 14 The company's shares shall be in the form of registered stocks and shall be registered and deposited centrally at China Securities Depository and Clearing Co., Ltd. Stock certificates are certificates issued by a company that certify the shares held by shareholders.
All shares issued by the company are common shares.
Article 15 The issuance of company shares shall be based on the principles of openness, fairness and impartiality.
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Shares should have equal rights.
For stocks of the same type issued at the same time, the issuance conditions and price of each share shall be the same; any unit or individual
For the shares subscribed by a person, the same price shall be paid for each share.
Article 16 The shares issued by the company shall have their face value expressed in RMB.
Article 17 The sponsors, number of shares subscribed, method of capital contribution, time of capital contribution and holding period when the company is established
The share ratio list is as follows:
Number of shares held (thousands)
Serial number Name of sponsor Shareholding ratio (%) Investment time Method of investment (shares)
Hefei Zhonghuan Enterprise Management Partnership
1 824.6650 18.66 2022.11.30 Net assets industry (limited partnership)
Hefei Saike Enterprise Management Partnership
2 594.4478 13.45 2022.11.30 Net assets
Business (limited partnership)
3 Meng Fanbao 453.1272 10.25 2022.11.30 Net assets 4 Yao Bing 436.0000 9.87 2022.11.30 Net assets
Anhui Small and Medium Enterprises Development Fund
5 428.0024 9.68 2022.11.30 Net Assets Co., Ltd.
New energy vehicle technology innovation (joint
6 Fertility) Equity investment partnership 400.0000 9.05 2022.11.30 Net assets (limited partnership)
Hefei Hengertai Enterprise Management Partnership
7 325.0000 7.35 2022.11.30 Net assets enterprise (limited partnership)
Wute (Shanghai) Enterprise Management
8 160.0000 3.62 2022.11.30 Net Asset Center (Limited Partnership)
Hefei Huacheng Shengxing Enterprise Management Co., Ltd.
9 150.0000 3.39 2022.11.30 Net assets Partnership (limited partnership)
Science Island Hefei Technology Innovation Project
10 141.0000 3.19 2022.11.30 Net Asset Institute Co., Ltd.
Hefei Hi-Tech Venture Capital Co., Ltd.
11 74.0979 1.68 2022.11.30 Net Assets Co., Ltd.
Hefei Zhonghuan Jiu'an Enterprise Management Co., Ltd.
12 74.0979 1.68 2022.11.30 Net assets Partnership (limited partnership)
Hefei High-tech Venture Capital Co., Ltd.
13 66.6650 1.51 2022.11.30 Net Assets Co., Ltd.
Hefei Angel Investment Fund Co., Ltd.
14 15.7818 0.36 2022.11.30 Net assets
company
15 Wang Qingsong 138.3161 3.13 2022.11.30 Net assets 16 Sun Jinhua 110.6529 2.50 2022.11.30 Net assets 17 Duan Qiangling 27.6632 0.63 2022.11.30 Net assets
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Total 4419.5172 100.00 - -
Article 18 The company's registered capital is RMB 44,195,172. The company's entire capital is divided into equal shares, a total of 44,195,172 shares, with a face value of RMB 1 per share.
The shares issued by the company are all registered ordinary shares.
Article 19 A company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to acquire shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., except in compliance with laws, regulations, departmental rules, and normative documents.
Section 2 Increase, decrease and repurchase of shares
Article 20 According to 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) Public issuance of shares to unspecified objects;
(2) Public issuance of shares to specific targets;
(3) Distribute bonus shares to existing shareholders;
(4) Convert public reserve funds into share capital;
(5) Other methods stipulated by laws and administrative regulations.
Article 21 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 22 The company may acquire its shares in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association under the following circumstances:
(1) Reduce the company’s registered capital;
(2) Merge with other companies that hold the company’s shares;
(3) Award shares to the company’s employees;
(4) A shareholder requests the company to acquire his or her shares because he or she objects to the company's merger or division resolution made by the shareholders' meeting;
(5) Use the shares to convert corporate bonds issued by the company that can be converted into stocks.
Except for the above circumstances, the company does not engage in activities of buying and selling the company's shares.
Article 23 A company shall acquire its own shares through public centralized transactions or other methods recognized by laws, administrative regulations and the China Securities Regulatory Commission.
Article 24 If the company fails due to the circumstances specified in Items (1) and (2) of Article 22 of this Article,
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The acquisition of the company's shares must be resolved by the shareholders' meeting; if the company acquires the company's shares due to the circumstances specified in Article 22 (3) and (5), it may be resolved by a board meeting attended by more than two-thirds of the directors.
After the company acquires the company's shares in accordance with the provisions of Article 22, 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) and (5), the total number of shares of the company held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or canceled within three years.
Section 3 Share Transfer
Article 25 The company’s shares shall be transferred in accordance with the law.
Article 26 The company does not accept its own stocks as the subject of pledge rights.
Article 27 The stocks directly or indirectly held by the company's controlling shareholders and actual controllers before listing will be lifted from transfer restrictions in three batches. The number of transfer restrictions lifted in each batch is one-third of the stocks held by them before listing. The time for lifting transfer restrictions is the date of listing, one year and two years after the listing period.
Directors, supervisors, and senior managers of a company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during their term of 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 28 During the period when the company's shares are listed for transfer on the National Equities Exchange and Quotations, the shares held by shareholders shall be transferred in accordance with the relevant rules of the National Equities Exchange and Quotations on stock transfers.
Chapter 4 Shareholders and Shareholders’ Meeting
Section 1 Shareholders
Article 29 The company shall establish a shareholder list based on the certificates provided by the securities registration agency, which shall be managed by the board of directors. The shareholder register is sufficient evidence to prove that shareholders hold shares in the company. Shareholders have rights and assume obligations according to the type of shares they hold; shareholders holding the same type of shares enjoy the same rights and assume the same obligations.
When a company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other actions that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. The shareholders registered after the market close on the equity registration day shall be
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Shareholders with relevant interests.
Article 30 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, convene, host, participate in, or appoint shareholders’ agents to attend shareholders’ meetings in accordance with the law, and exercise corresponding voting rights;
(3) Supervise the company’s operations and make suggestions or inquiries;
(4) Transfer, donate or pledge the shares it holds in accordance with the provisions of laws, administrative regulations and these Articles of Association;
(5) Inspect and copy these Articles of Association, shareholder list, shareholders’ meeting minutes, board meeting resolutions, supervisory board meeting resolutions, and financial accounting reports. Shareholders who meet the regulations may inspect the company’s accounting books and accounting vouchers;
(6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to the share of shares it holds;
(7) Shareholders who object to the company merger or division resolution made by the shareholders’ meeting require the company to acquire their shares;
(8) Other rights stipulated in laws, administrative regulations, departmental rules or this charter.
Article 31 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 them.
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, supervisors 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, regulations, departmental rules, normative documents, and business rules of the National Equities Exchange and Quotations System, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect.
Article 32 Directors and senior managers violate laws, administrative regulations or
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According to the provisions of these Articles of Association, shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the Board of Supervisors to file a lawsuit in the People's Court in writing for more than 180 consecutive days; if the Board of Supervisors violates laws, administrative regulations or the provisions of these Articles of Association when performing the company's duties and causes losses to the company, shareholders may request the Board of Directors in writing to file a lawsuit in the People's Court.
If the board of supervisors or the board of directors refuse to initiate a lawsuit after receiving a written request from a shareholder as stipulated in the preceding paragraph, or fail 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.
Article 33 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 34 The shareholders of the company shall bear the following obligations:
(1) Comply with laws, administrative regulations and this charter;
(2) Pay the share price according to the shares subscribed and the method of subscription;
(3) Except under circumstances stipulated by laws and regulations, its share capital shall not be withdrawn;
(4) Shall not abuse the rights of shareholders to harm the interests of the company or other shareholders; must not abuse the independent status of a company as a legal person and the limited liability of shareholders to harm the interests of the company’s creditors;
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.
(5) Other obligations stipulated in laws, administrative regulations and this Articles of Association.
Article 35 If a shareholder holding more than 5% of the company's voting shares pledges his or her shares, he or she shall make a written report to the company on the day this fact occurs.
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Article 36 The controlling shareholders and actual controllers of the company shall not use their related relationships to harm the interests of the company. Anyone who violates the regulations and causes losses to the company shall be liable for compensation.
Article 37 The controlling shareholder and actual controller of a company have fiduciary obligations towards the company and other shareholders of the company. Controlling shareholders should exercise their rights as investors in strict accordance with the law. Controlling shareholders shall not use profit distribution, asset reorganization, external investment, capital occupation, loan guarantees, etc. to damage the legitimate rights and interests of the company and other shareholders, and shall not use their control position to damage the interests of the company and other shareholders.
Article 38 The company’s controlling shareholders and actual controllers shall abide by the following provisions:
(1) Exercise shareholders’ rights in accordance with the law, and do not abuse control rights or use affiliated relationships to damage the legitimate rights and interests of the company or other shareholders;
(2) Strictly implement the public statements and various commitments made, and shall not change the content of the commitments or fail to perform the commitments without reason;
(3) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;
(4) Company funds shall not be appropriated in any way;
(5) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;
(6) Not to use the company's undisclosed major information to seek benefits, not to leak any undisclosed major information related to the company in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;
(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;
(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;
(9) Laws and regulations, departmental rules, normative documents, national equity transfer system business rules and other provisions of this Articles of Association.
Section 2 General Provisions of Shareholders’ Meetings
Article 39 The shareholders’ meeting is composed of all shareholders and is the company’s authority. It exercises the following powers in accordance with the law:
(1) Elect and replace directors and supervisors who are not employee representatives, and decide on remuneration matters for directors and supervisors;
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(2) Review and approve the report of the board of directors;
(3) Review and approve the report of the Board of Supervisors;
(4) Review and approve the company’s profit distribution plan and loss compensation plan;
(5) Make a resolution to increase or decrease the company’s registered capital;
(6) Make a resolution on the issuance of corporate bonds;
(7) Make resolutions on the merger, division, dissolution, liquidation or change of company form;
(8) Modify this Articles of Association;
(9) Make a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;
(10) Review and approve the guarantee matters stipulated in this Articles of Association;
(11) Review the company’s purchase and sale of major assets within one year exceeding 30% of the company’s latest audited total assets;
(12) Review major transactions that meet the following standards (except for the provision of guarantees):
The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) or transaction amount account for more than 50% of the company's audited total assets in the most recent fiscal year;
The net assets or transaction amount involved in the transaction account for more than 50% of the absolute value of the company's audited net assets in the most recent fiscal year, and exceed 15 million.
Transaction amount refers to the transaction amount paid, debts and expenses assumed, etc. If the transaction arrangement involves possible payment or receipt of consideration in the future, does not involve a specific amount, or the amount is determined based on set conditions, the estimated maximum amount shall be the transaction amount.
When the company and the same transaction party have transactions of the same category and in opposite directions stipulated in this article at the same time, the one-way amount shall be calculated; when the company has transactions of the same category and related to the subject matter, it shall be calculated cumulatively for twelve consecutive months.
Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc., are exempt from the shareholders' meeting review procedures in accordance with the provisions of this article.
(13) Consider matters concerning the provision of financial assistance to external parties that meet the following standards:
The asset-liability ratio of the funded object in the latest period exceeds 70%;
The amount of a single financial assistance or the cumulative amount of financial assistance provided within twelve consecutive months exceeds 10% of the company’s latest audited net assets;
Other situations stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the company's articles of association.
(14) Review and approve the amount of transactions with related parties (excluding the provision of guarantees) accounting for the company’s most recent
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Transactions that account for more than 5% of the company's audited total assets for the period and exceed 30 million yuan, or transactions that account for more than 30% of the company's latest audited total assets;
(15) Review and approve changes in the use of raised funds;
(16) Review equity incentives and employee stock ownership plans;
(17) 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 powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions or individuals through authorization.
Article 40 If the company provides a guarantee, it shall be submitted to the company's board of directors for review. If any of the following circumstances is met, it shall also be submitted to the company’s shareholders’ meeting for review:
(1) A single guarantee amount exceeds 10% of the company’s latest audited net assets;
(2) Any guarantee provided after the total external guarantees of the company and its holding subsidiaries exceed 50% of the company’s latest audited net assets;
(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(4) A guarantee that exceeds 30% of the company’s latest audited total assets based on the cumulative calculation principle of the guarantee amount for 12 consecutive months;
(5) Guarantees provided by the company to shareholders, actual controllers or related parties;
(6) Other guarantees stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the company's articles of association.
If the company provides guarantees for its wholly-owned subsidiaries, or provides guarantees for its controlled subsidiaries and other shareholders of the controlled subsidiaries provide guarantees in equal proportions based on their rights and interests, and does not harm the interests of the company, it may be exempted from the provisions of items (1) to (3) of this article.
If guarantees are provided for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties or their designated third parties shall provide counter-guarantee, and the scope of the counter-guarantee shall be equivalent to the scope of the guarantee provided by the company.
When the board of directors considers a guarantee matter, it must be reviewed and approved by more than two-thirds of the directors present at the board meeting. External guarantees that should be approved by the shareholders' meeting must be reviewed and approved by the board of directors before being submitted to the shareholders' meeting for approval. When the shareholders' meeting considers the guarantee proposal provided for the company's shareholders or actual controllers, the shareholders or shareholders controlled by the actual controller shall not participate in the voting. The vote must be passed by more than half of the voting rights held by other shareholders present at the shareholders' meeting.
Except for external guarantees that are required to be reviewed and approved by the shareholders' meeting as stipulated in this article, resolutions and reviews shall be made by the board of directors.
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batch.
Article 41 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year.
The shareholders' meeting shall set up a meeting place and be held in the form of an on-site meeting. The company may also provide electronic communication or other means to facilitate shareholders' participation in shareholders' meetings. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present. If online voting methods should be provided in accordance with laws and regulations, online voting methods should be provided. When convening an annual shareholders' meeting and providing online voting methods at the shareholders' meeting, a lawyer shall be hired to issue a legal opinion in accordance with the provisions of the preceding paragraph.
Article 42 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 specified in the Company Law or the number specified 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 board of supervisors proposes to convene;
(6) Other situations stipulated in laws, administrative regulations, departmental rules or this Article.
Section 3 Convening of Shareholders’ Meeting
Article 43 The shareholders' meeting shall be convened by the board of directors and presided over by the chairman; if the chairman is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to preside over the meeting.
Article 44 The Board of Supervisors has the right to propose to the Board of Directors to convene an extraordinary shareholders' meeting, and shall submit the proposal to the Board of Directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a notice to convene the shareholders' meeting within 5 days after the board of directors' resolution is made. Any changes to the original proposal in the notice must be approved by the supervisory board.
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 supervisory board may convene and preside over it on its own.
Article 45 Shareholders who individually or jointly hold more than 10% of the company's shares have the right to request the board of directors and the board of supervisors to convene an extraordinary shareholders' meeting, and shall submit the request in writing to the board of directors and the board of supervisors. board of directors,
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The board of supervisors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the request in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after making the board of directors' resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the request, shareholders individually or collectively holding more than 10% of the company's shares have the right to propose to the board of supervisors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of supervisors in writing.
If the board of supervisors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days of receiving the request. Any changes to the original request in the notice must be approved by the relevant shareholders.
If the board of supervisors fails to issue a notice of the shareholders' meeting within the prescribed period, it will be deemed that the board of supervisors 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 46 If the board of supervisors or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing. Before the resolution of the shareholders' meeting is made, the shareholding ratio of the convening shareholders shall not be less than 10%.
Article 47 For shareholders’ meetings convened by the board of supervisors or shareholders themselves, the board of directors and the secretary of the board of directors will cooperate and perform information disclosure obligations in a timely manner. The board of directors should provide the company's shareholder list and perform information disclosure obligations in a timely manner.
Article 48 For a shareholders' meeting convened by the board of supervisors or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.
Section 4 Proposals and Notices of Shareholders’ Meetings
Article 49 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 50 When a company convenes a shareholders' meeting, the board of directors, board of supervisors and shareholders individually or jointly 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, informing the content of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of the shareholders' meeting or add new proposals after issuing the notice of the shareholders' meeting.
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 49 of the Articles of Association shall not be carried out by the shareholders' meeting.
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vote and make resolutions.
Article 51 The convener will notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify each shareholder by announcement 15 days before the meeting. When calculating the starting period, the company shall not include the day when the meeting is held, but include the day when the notice is sent.
After the notice of the shareholders' meeting is issued, it shall not be postponed or canceled without justifiable reasons. If it is indeed necessary to postpone or cancel the meeting, the company shall make an announcement at least 2 trading days before the original date of the shareholders' meeting and explain the reasons in detail.
Notices of shareholders' meetings and supplementary notices shall fully and completely disclose all specific contents of all proposals, as well as all information or explanations required for shareholders to make reasonable judgments on the matters to be discussed. The notice of the shareholders' meeting shall specify the time, place, duration of the meeting, matters and proposals submitted for consideration at the meeting. All ordinary shareholders have the right to attend the shareholders' meeting and may entrust a proxy in writing to attend the meeting and participate in voting. The shareholder's agent does not need to be a shareholder of the company, and determine the equity registration date, meeting contact information, voting time and voting procedures online or by other means.
Article 52 If the shareholders' meeting should provide online voting methods in accordance with laws, regulations and relevant business rules, the online voting time and voting procedures should be clearly stated in the notice of the shareholders' meeting in accordance with relevant regulations.
Article 53 The interval between the equity registration date and the meeting date shall be no more than 7 working days, and shall be later than the disclosure time of the announcement. Once the equity registration date is confirmed, it cannot be changed.
Section 5 Convening of Shareholders’ Meeting
Article 54 All shareholders or their agents registered in the shareholder register have the right to attend the shareholders' meeting. and exercise voting rights in accordance with relevant laws, regulations and these Articles of Association.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf. If an individual shareholder attends the meeting in person, he or she shall present his/her identity card or other valid certificate or certificate that can indicate his or her identity; if the shareholder entrusts a proxy to attend the meeting, the proxy shall present his/her valid identity document to the company, submit a shareholder power of attorney, and exercise voting rights within the scope of authorization.
Article 55 If the shareholders' meeting requires directors, supervisors and senior managers to attend the meeting, the directors, supervisors and senior managers shall attend the meeting and accept inquiries from shareholders.
Article 56 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 supervisory board shall be presided over by the chairman of the supervisory board. When the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
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A shareholders' meeting convened by shareholders themselves shall be presided over by a representative elected by the convener.
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 57 The company shall formulate rules of procedure for shareholders' meetings, specifying in detail the convening, convening and voting procedures of shareholders' meetings, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signatures, etc., as well as the principles for authorization of the board of directors for shareholders' meetings, 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 58 At the annual shareholders’ meeting, the board of directors and the board of supervisors shall report to the shareholders’ meeting on their work over the past year.
Article 59 Directors, supervisors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.
The host of the meeting shall announce before voting the number of shareholders and proxies attending the meeting on-site and the total number of shares holding voting rights. The number of shareholders and proxies attending the meeting on-site and the total number of shares holding voting rights shall be subject to the meeting registration.
Article 60 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, supervisors, general manager and other senior managers who attended or attended 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 vote counters and scrutineers;
(7) Other contents that should be included in the meeting minutes.
Article 61 The secretary of the board of directors is responsible for the minutes of the shareholders’ meeting. Directors, board secretaries, conveners or their representatives, and meeting hosts who attend the meeting shall sign the meeting minutes and ensure that the meeting minutes are true, accurate, and complete. The minutes of the meeting shall be kept together with the signature books of the shareholders present on the spot and the power of attorney of the attending representatives, correspondence and other valid information on voting status. No one shall erase the minutes during the business period of the company.
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altered or destroyed. The storage period is not less than 10 years.
Section 6 Voting and Resolutions of Shareholders’ Meeting
Article 62 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 1/2 of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Special resolutions made by the shareholders' meeting must be passed by more than two-thirds of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Article 63 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:
(1) Work reports of the board of directors and board of supervisors;
(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;
(3) Appointment and removal of members of the board of directors and board of supervisors and their remuneration and payment methods;
(4) The company’s annual budget plan and final accounts plan;
(5) Company annual report;
(6) Appointment and dismissal of accounting firms that undertake the company’s audit business;
(7) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or these Articles of Association.
Article 64 The following matters shall be passed by the shareholders’ meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) The company’s division, merger, dissolution, liquidation or change of company form;
(3) Modification of this Articles of Association;
(4) The company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company’s latest audited total assets;
(5) Issuance and listing of stocks or targeted issuance of stocks;
(6) Equity incentive plan;
(7) Issuing corporate bonds and providing external loans;
(8) Other matters that are stipulated in laws, administrative regulations or these Articles of Association, and that are determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.
Article 65 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.
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The company's shares held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights for shareholders present; the same voting right can only choose one of on-site, online or other voting methods; if there is repeated voting for the same voting right, the result of the first vote shall prevail.
A company's controlled subsidiaries are not allowed to acquire shares of the company. If it is true that shares are held for special reasons, the situation shall be eliminated in accordance with the law within one year. Before the above situation is eliminated, the relevant subsidiaries shall not exercise the voting rights corresponding to the shares held, and these shares will not be included in the total number of shares with voting rights for shareholders present.
The company's board of directors and shareholders who meet relevant conditions may solicit their voting rights at shareholders' meetings from the company's shareholders. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to solicit shareholder voting rights through paid or disguised payment methods.
Article 66 If a shareholder is related to the matters to be considered at the shareholders' meeting, he shall abstain from voting, and the shares with voting rights held by him shall not be included in the total number of shares with voting rights present at the shareholders' meeting. Except where all shareholders are related parties.
Article 67 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors, managers and other senior managers to entrust the management of all or important business of the company to that person without approval by a special resolution of the shareholders' meeting.
Article 68 The list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting in the form of proposals.
The shareholders' meeting may adopt a cumulative voting system to elect directors and supervisors.
The cumulative voting system means that when the shareholders' meeting elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used collectively. The board of directors shall provide shareholders with detailed information on candidate directors and supervisors, including at least the following information:
(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) Disclose the number of shares held in the company;
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange.
Article 69 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, the votes will be based on the time order in which the proposals were submitted. Shareholders may not vote in favor of different proposals on the same matter at the same time at the shareholders' meeting. 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 70 The shareholders' meeting shall vote by registered vote.
Article 71 Before the shareholders’ meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting of votes and
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Scrutiny of votes. If the matter under consideration has an interest in shareholders, the relevant shareholders and agents shall not participate in the counting or supervision of votes.
Article 72 The presider of the meeting shall decide whether the resolution of the shareholders' meeting is passed based on the voting results, and shall announce the voting results at the meeting. The voting results of the resolution are recorded in the minutes of the meeting.
Article 73 If the presiding officer of the meeting has any doubts about the result of the resolution submitted for voting, he may count the votes cast; if the presiding officer of the meeting fails to count the votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall count the votes immediately.
Chapter 5 Board of Directors
Section 1 Directors
Article 74 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) For corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, he has been sentenced to a criminal penalty, or has been deprived of political rights for a crime, and the execution period has not expired more than 5 years, and if he has been sentenced to probation, 2 years have not passed since the expiration of the probation period;
(3) Serving as a director, director or manager of a company or enterprise that is subject to bankruptcy and liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than 3 years have passed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close down due to violation of laws, and bearing personal responsibility, and it has not been more than 3 years since the date when the company or enterprise was revoked or ordered to close down;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
(6) Being banned from the securities market or deemed unsuitable by the China Securities Regulatory Commission, and the time limit has not expired;
(7) The National Equities Exchange and Quotations Company determines that he is not suitable to serve as a director, supervisor, senior manager, etc. of the company, and the time limit has not expired;
(8) Other circumstances specified by the China Securities Regulatory Commission and the National Equities Exchange and Quotations;
(9) Other contents stipulated in laws, administrative regulations or departmental rules.
The methods and procedures for director candidate proposals are:
The company’s board of directors and shareholders individually or jointly holding more than 1% of the company’s shares have the right to nominate candidates for company directors;
The board of directors’ nomination of director candidates to the shareholders’ meeting shall be made by board resolution; the nominating shareholder may directly submit the list of director candidates to the board of directors.
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After being nominated, director candidates should self-examine whether they meet the qualifications for office, and promptly provide the company with a written explanation of whether they meet the qualifications and relevant qualification certificates. The board of directors shall verify the candidate's qualifications. If it is found that the candidate does not meet the qualifications, it shall require the nominator to withdraw the nomination of the candidate, and the nominator shall withdraw the nomination.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If any of the circumstances specified in this article occurs during the term of office of a director, the company shall dismiss him or her from office.
Article 75 Directors shall be elected or replaced by the shareholders' meeting for a term of three years. Directors may be re-elected upon expiration of their term of office. Before the expiration of a director's term, the shareholders' meeting cannot remove him from office without reason.
Directors may be shareholders or non-shareholders. Directors may concurrently hold the positions of other senior managers of the company.
Article 76 Directors shall abide by laws, administrative regulations and these Articles of Association, and have the following loyalty obligations to the company:
(1) Not to misappropriate the company’s 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) No one shall take advantage of their position to seek for themselves or others business opportunities that should belong to the company, unless reported to the shareholders' meeting and approved by a resolution of the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with laws, regulations or the provisions of these articles of association;
(5) Without reporting to the shareholders' meeting and passing the resolution of the shareholders' meeting, they shall not operate the same business as the company themselves or for others;
(6) You shall not accept commissions from transactions with the company as your own;
(7) Company secrets shall not be disclosed without authorization;
(8) Shall not use its affiliated relationships to harm the interests of the company;
(9) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.
Article 77 Directors shall abide by laws, administrative regulations and these Articles of Association, and have the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the requirements of business execution.
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According to the prescribed business scope;
(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 Board of Supervisors and shall not hinder the Board of Supervisors or supervisors from exercising their powers;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
Article 78 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 79 Directors may resign before the expiration of their term of office. Do not circumvent by resigning or other means
.
Responsibilities A director who resigns must submit a written resignation report to the board of directors.
If the number of directors on the company's board of directors falls below the statutory 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. In this case, the company should complete the by-election of directors within 2 months. The resignation report shall not take effect until the next director fills the vacancy created by his resignation. Before the resignation report takes effect, the director who intends to resign shall continue to perform his duties.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 80 If a director resigns or his term of office expires, his obligations to the company and shareholders will not be automatically lifted until his resignation report takes effect or within a reasonable period after it takes effect, and within a reasonable period after the end of his term of office. His obligation to keep the company's business secrets confidential will remain effective after his term of office ends until the secrets become 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.
Article 81 Major matters shall be decided collectively by the board of directors, and the board of directors shall not delegate statutory powers to individual directors or others. No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.
Article 82 Directors violate laws, administrative regulations, departmental rules or these Articles of Association when performing company duties.
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According to the provisions of the regulations, if the company causes losses, it shall bear liability for compensation.
Section 2 Board of Directors
Article 83 The company shall have a board of directors, which shall be the permanent executive body and business decision-making body of the company and shall be responsible to the shareholders' meeting. The company's board of directors should discuss and evaluate whether the corporate governance mechanism provides appropriate protection and equal rights to all shareholders, and whether the corporate governance structure is reasonable and effective.
Article 84 The board of directors shall consist of 5 directors and 1 chairman.
Article 85 The shareholders' meeting authorizes the board of directors to exercise the following powers in accordance with the principles of scientific decision-making and prudent authorization that is beneficial to the company:
(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 annual financial budget plan and final accounts plan;
(5) Formulate the company’s profit distribution plan and loss compensation plan;
(6) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(7) 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;
(8) Decide on the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions and other transaction matters within the scope authorized by the shareholders’ meeting;
(9) Decide on the establishment of the company’s internal management organization;
(10) Appoint or dismiss the company’s general manager and secretary to the board of directors; appoint or dismiss the company’s deputy general manager, financial director and other senior management personnel based on the nomination of the general manager, and decide on their remuneration, rewards and punishments;
(11) Formulate the company’s basic management system;
(12) Formulate amendment plans to this Articles of Association;
(13) Management company information disclosure matters;
(14) Propose to the shareholders’ meeting to hire or change the accounting firm to audit the company;
(15) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(16) Participate in the formulation of strategic goals, inspection and implementation, and relevant provisions of the management performance evaluation mechanism;
(17) Other powers granted by laws, administrative regulations, departmental rules or this Article of Association and the shareholders' meeting.
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Article 86 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 87 The company shall formulate rules of procedure for 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 for the board of directors stipulate the convening and voting procedures of the board of directors, which are drafted by the board of directors and approved by the shareholders' meeting.
Article 88 The board of directors shall have one chairman, who shall be elected by the board of directors by a majority of all directors. The term of office of the Chairman is three years and may be re-elected.
Article 89 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) Other powers granted by the board of directors.
Article 90 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 91 The board of directors shall hold at least two meetings every year, which shall be convened by the chairman of the board of directors. All directors and supervisors shall be notified in writing or by communication 10 days before the meeting. Topics for board meetings should be formulated in advance and sufficient decision-making materials should be provided.
When the board of directors convenes an extraordinary meeting, the meeting notice shall be sent to all participants in writing or by communication three days before the meeting. In case of emergency, immediate notification may be provided, but the directors' right to know shall be guaranteed and the meeting shall be fully discussed by the directors present at the meeting. On the premise of ensuring that directors can fully express their opinions, extraordinary meetings can be held in writing, by telephone, by fax, or by means of communication equipment that allows all directors to communicate.
Article 92 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors or the board of supervisors 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 93 A board meeting can only be held when more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors.
The voting on resolutions of the board of directors shall be based on one person, one vote.
Article 94 Directors who are related to the enterprises or individuals involved in the resolutions of the board of directors meeting shall not exercise the right to vote on the resolution, nor may they exercise the right to vote on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than 3, the matter should be brought to the attention of
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submitted to the shareholders' meeting for review.
Article 95 The resolutions of the board of directors shall be decided by registered vote.
At an extraordinary meeting of the board of directors, on the premise of ensuring that directors can fully express their opinions, written resolutions may be passed without convening a meeting. After obtaining the signatures of the number of directors required to pass the resolution as stipulated in these Articles of Association, the resolution shall become effective on the date of signature by the last signing director.
Article 96 Board meetings shall be attended by the director in person; if a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf, and the scope of authorization shall be stated in the letter of authorization. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
Article 97 The board of directors shall keep minutes of its decisions on matters discussed at the meeting, and the minutes shall be true, accurate and complete. The minutes shall be signed by the directors, secretary of the board of directors and recorder who attended the meeting. 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 board meetings shall be kept by the secretary of the board of directors as company files. The above-mentioned meeting minutes shall be kept for no less than ten years.
Chapter 6 General Manager and Other Senior Management Personnel
Article 98 The company shall have a general manager.
The company's general manager, deputy general manager, financial director, and board secretary are the company's senior management personnel, who are appointed or dismissed by the board of directors. Each term is three years and can be re-appointed.
Article 99 Article 74 of the Articles of Association also applies to senior managers regarding the circumstances in which they are not allowed to serve as directors.
The provisions of Article 74 of the Articles of Association regarding the directors' duty of loyalty and Article 76 of the Articles of Association concerning the duty of diligence shall also apply to senior managers.
As a senior manager, the financial director shall, in addition to complying with the provisions of the preceding paragraph, also have professional and technical qualifications above that of an accountant, or have an accounting professional knowledge background and have engaged in accounting work for more than three years.
Article 100 The general manager shall be responsible to the board of directors and shall exercise the following powers:
(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize and implement the company’s annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company’s internal management organization;
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(4) Formulate the company’s basic management system;
(5) Formulate specific regulations of the company;
(6) Nominate candidates for the company’s deputy general manager, financial director, board secretary and other senior management personnel to the board of directors;
(7) Decide to appoint or dismiss responsible management personnel other than those who shall be appointed or dismissed by the board of directors;
(8) Other powers granted by the company's articles of association or the board of directors.
Article 101 When exercising his powers, the general manager shall not change the resolutions of the shareholders' meeting and the board of directors or exceed the scope of authorization.
If the general manager is unable to perform his duties for any reason, the board of directors shall authorize a director to act on his behalf. Article 102 The general manager and other senior managers may resign before the expiration of their term of office. Senior managers who resign must submit a written resignation report and shall not evade their responsibilities through resignation or other means.
The resignation report of the Board Secretary will not take effect until the transfer of work is completed and relevant announcements are disclosed. Before the resignation report takes effect, the board secretary who intends to resign shall continue to perform his duties.
Except for the above circumstances, the resignation of senior management shall take effect when the resignation report is delivered to the board of directors.
Article 103 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation. Article 104 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ and board of directors’ meetings, the storage of documents, and the management of the company’s shareholder information.
The secretary of the board of directors is appointed by the board of directors. A director or senior executive of a company may concurrently serve as the secretary of the board of directors. Article 105 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.
Chapter 7 Supervisory Board
Section 1 Supervisors
Article 106 Article 74 of the Articles of Association shall also apply to the circumstances regarding the prohibition of serving as a director.
Directors, general managers and other senior managers may not concurrently serve as supervisors.
Article 107 Supervisors shall abide by laws, administrative regulations and these Articles of Association, have a duty of loyalty and diligence to the company, and shall not use their powers to accept bribes or other illegal income, or misappropriate the company's property.
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The provisions of this Articles of Association regarding the fiduciary duties of directors also apply to supervisors.
Article 108 The term of office of supervisors shall be three years. Supervisors may be re-elected upon expiration of their term of office. Article 109 If a supervisor fails to be re-elected in time when his term of office expires, or if a supervisor resigns during his term and the number of members of the board of supervisors falls below the quorum, the original supervisor shall still perform his duties as a supervisor in accordance with the provisions of laws, administrative regulations and these Articles of Association until the re-elected supervisor takes office.
Supervisors who resign must submit a written resignation report and shall not evade their responsibilities through resignation or other means. If a supervisor resigns during his term of office and the number of members of the supervisory board falls below the quorum, or if an employee representative supervisor resigns and the number of employee representative supervisors is less than one-third of the board of supervisors, the company shall complete the by-election of supervisors within 2 months. The resignation report shall not take effect until the next supervisor fills the vacancy created by his resignation. Before the resignation report takes effect, the supervisor who intends to resign shall continue to perform his duties.
Article 110 If a supervisor fails to attend two consecutive meetings of the board of supervisors in person, he shall be deemed to be unable to perform his duties and shall be replaced by the shareholders' meeting or the employee representative meeting.
Supervisors may attend board meetings and raise questions or suggestions on board resolutions.
Article 111 Supervisors shall not use their affiliated relationships to harm the interests of the company. If they cause losses to the company, they shall bear liability for compensation.
Article 112 If a supervisor violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association and causes losses to the company when performing his duties, he shall be liable for compensation.
Article 113 The relevant expenses required by the supervisors to perform their duties shall be borne by the company.
Section 2 Supervisory Board
Article 114 The company shall establish a board of supervisors. The Board of Supervisors consists of 3 supervisors, and the Board of Supervisors has a chairman.
The chairman of the board of supervisors is elected by a majority of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable or fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting of the board of supervisors.
The board of supervisors shall include shareholder representatives and an appropriate proportion of company employee representatives, of which the proportion of employee representatives shall not be less than 1/3. The employee representatives on the board of supervisors are elected by the company's employees through the employees' congress.
Article 115 The Board of Supervisors shall exercise the following powers:
(1) Should review the company’s regular reports prepared by the board of directors and provide written review opinions;
(2) Understand the company’s operating conditions and check the company’s finances;
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(3) Supervise the performance of the company’s duties by directors and senior managers, and make recommendations for removal of directors and senior managers who violate laws, administrative regulations, the Articles of Association or shareholders’ meeting resolutions;
(4) When the actions of directors and senior managers harm the interests of the company, require directors and senior managers to make corrections;
(5) Propose to convene an extraordinary shareholders’ meeting, and convene and preside over the shareholders’ meeting when the board of directors fails to perform its duties of convening and presiding over the shareholders’ meeting as stipulated in the Company Law;
(6) Submit proposals to the shareholders’ meeting;
(7) Initiate lawsuits against directors and senior managers in accordance with the relevant provisions of the Company Law;
(8) If any abnormality in the company's operating conditions is discovered, an investigation can be conducted; if necessary, professional organizations such as accounting firms and law firms can be hired to assist in its work;
(9) Other powers granted by laws, administrative regulations, departmental rules or this charter.
The company shall take measures to protect the supervisors’ right to know and provide necessary assistance for the supervisors to perform their duties normally, and no one shall interfere or obstruct them. The expenses necessary for the supervisory board to exercise its powers shall be borne by the company.
Article 116 The Board of Supervisors shall hold at least one meeting every six months. The board of supervisors shall notify all supervisors within ten days before the meeting.
The voting on resolutions of the Board of Supervisors shall be based on one person, one vote.
Supervisors may propose to convene an extraordinary meeting of the Board of Supervisors. Notice of the extraordinary meeting shall be sent to all supervisors three days in advance by fax or telephone, or by hand, or by mail or email. If the situation is urgent and it is necessary to convene an extraordinary meeting of the Board of Supervisors as soon as possible, the meeting notice may be issued orally at any time.
Resolutions of the board of supervisors must be passed by more than half of the supervisors.
Article 117 The Board of Supervisors shall formulate rules of procedure for the Board of Supervisors, clarify the responsibilities of the Board of Supervisors, and the procedures for convening, convening, and voting of the Board of Supervisors to ensure the work efficiency and scientific decision-making of the Board of Supervisors and standardize the operating mechanism of the Board of Supervisors. The meeting rules of the board of supervisors shall be submitted to the shareholders' meeting for approval and shall be included as an attachment to the company's articles of association.
Article 118 The Board of Supervisors shall keep minutes of its decisions on matters discussed, and the minutes of the Board of Supervisors’ meetings shall be true, accurate and complete. The supervisors and record takers attending the meeting shall sign on the meeting minutes. The minutes of the board of supervisors meetings are kept as company files and no one may alter or destroy them during the company's business period.
Chapter 8 Financial Accounting System, Auditing and Profit Distribution
Section 1 Financial Accounting System
Article 119 The company shall formulate public policies in accordance with laws, administrative regulations and provisions of relevant state departments.
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The company’s financial accounting system.
Article 120 The company's accounting year adopts the Gregorian calendar year system, that is, one accounting year is from January 1 to December 31 of each year.
Article 121 The company adopts RMB as its accounting standard currency. All vouchers and account books are written in Chinese.
Article 122 The company shall prepare a financial accounting report at the end of each fiscal year, which shall be reviewed and verified in accordance with the law and audited by an accounting firm recognized by Chinese law.
Article 123 The company's financial accounting report shall be placed in the company twenty days before the shareholders' meeting for shareholders' inspection.
Article 124 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 violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for its losses and withdraws statutory reserve funds, the shareholders must return the profits distributed in violation of the regulations to the company. If losses are caused to the company, shareholders and responsible directors, supervisors, and senior managers shall bear liability for compensation.
The company's shares held by the company will not participate in the distribution of profits.
Article 125 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or increase the company's capital.
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 into capital, the remaining reserve fund shall not be less than 25% of the company's registered capital before the conversion.
Article 126 After the company’s shareholders’ meeting makes a resolution on the profit distribution plan, the company’s board of directors must complete the distribution of dividends (or shares) within 2 months after the shareholders’ meeting.
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Article 127 The company may distribute profits in the form of cash or stocks.
The company's profit distribution should be sustainable and stable, with full consideration of reasonable returns to investors.
The company's profit distribution shall not exceed the range of cumulative distributable profits, and shall not damage the company's ability to continue operating.
Section 2 Internal Audit
Article 128 The company shall gradually implement an internal audit system and equip full-time auditors to conduct internal audit supervision of the company's financial revenue and expenditure and economic activities.
Article 129 The company's internal audit system and the responsibilities of auditors shall be implemented after approval by the board of directors.
The person in charge of the audit is responsible and reports to the board of directors.
Section 3 Appointment of Accounting Firm
Article 130 The company shall hire an accounting firm that complies with the provisions of the Securities Law to conduct accounting statement auditing and other services. The term of appointment shall be one year and may be renewed.
Article 131 The company’s appointment and dismissal of accounting firms 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 132 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.
Chapter 9 Labor and Personnel System
Article 133 The company shall formulate and improve the company's labor management, wage and welfare and social insurance systems in accordance with relevant laws and regulations.
Article 134 The company has the autonomy to decide on personnel allocation. The company has the right to recruit and dismiss employees in accordance with relevant laws and regulations.
Article 135 A company may independently determine the salary levels of its managers at all levels and various types of employees based on its own economic benefits and within the scope of relevant government regulations. The company arranges medical insurance, retirement insurance and unemployment insurance for company managers and employees in accordance with relevant government regulations.
Chapter 10 Notices and Announcements
Article 136 The company may adopt the following notification methods:
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(1) Direct delivery;
(2) Delivery by mail;
(3) Sent by fax;
(4) Issued by announcement;
(5) Other delivery methods permitted by laws and administrative regulations.
Article 137 If the notice issued by the company is made in the form of announcement, once the announcement is made, all personnel shall be deemed to have received the notice.
Article 138 The company's announcements shall be published in newspapers or websites designated by relevant laws, regulations, departmental rules, etc.
Chapter 11 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation
Section 1 Merger, spin-off, capital increase and capital reduction
Article 139 The merger of a company may take the form of merger by absorption or merger by new establishment.
When one 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 140 When a company merges, the merging parties shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date of making the merger resolution and make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
Article 141 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 142 When a company is divided, its property shall be divided accordingly.
When a company is divided, a balance sheet and property list must be prepared. The company shall notify its creditors within 10 days from the date of making the separation resolution, and shall make an announcement in a newspaper or the National Enterprise Credit Information Publicity System within 30 days.
The debts incurred before the company is divided shall be jointly and severally liable 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 143 When the company needs to reduce its registered capital, it must prepare a balance sheet and property list.
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The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if the creditors have not received the notice.
The company's registered capital after capital reduction will not be less than the legal minimum.
Article 144 After the company has made up for its losses in accordance with the provisions of paragraph 2 of Article 125 of this Article, if it still has losses, 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 143 of this Article shall not apply, but an announcement shall be made in a newspaper or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.
After the company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve fund and discretionary reserve fund reaches 50% of the company's registered capital.
Article 145 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 146 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 voting rights of all shareholders of the company may request the People's Court to dissolve the company.
If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the national enterprise credit information publicity system within ten days.
Article 147 If the company falls under the circumstances specified in items (1) and (2) of Article 146 of this Article of Association, it shall
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If the property has not been distributed to shareholders, it can continue to exist by amending the articles of association or passing a resolution of the shareholders' meeting.
Modification of these Articles of Association 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 148 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 146 of this Article of Association, a liquidation group shall be established within 15 days from the date of occurrence of the reasons for dissolution and the liquidation shall begin. The liquidation team shall be composed of directors or persons determined by the shareholders' meeting. If a liquidation group is not established within the time limit for liquidation, the creditors may apply to the People's Court to designate relevant personnel to form a liquidation group for liquidation.
Article 149 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) Dispose of the company’s remaining property after paying off its debts;
(7) Participate in civil litigation activities on behalf of the company.
Article 150 The liquidation team shall notify creditors within 10 days from the date of establishment and make an announcement in a newspaper or the national enterprise credit information publicity system within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received.
When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims.
During the period of reporting claims, the liquidation team shall not pay off creditors.
Article 151 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 cannot 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 152 If, after clearing up the company's assets and preparing a balance sheet and property list, the liquidation team finds that the company's assets are insufficient to pay off its debts, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law.
After the company is declared bankrupt by the people's court, the liquidation team shall hand over the liquidation affairs to the people's court for guidance.
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Appointed bankruptcy administrator.
Article 153 After the company's liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the company's termination.
Article 154 Members of the liquidation team shall be loyal to their duties and perform their liquidation obligations in accordance with the law.
Members of the liquidation team shall not take advantage of their authority to accept bribes or other illegal income, or misappropriate company property. If members of the liquidation team cause losses to the company or creditors intentionally or due to gross negligence, they shall be liable for compensation.
Article 155 If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.
Chapter 12 Information Disclosure and Investor Relations Management System
Section 1 Information Disclosure
Article 156 As an unlisted public company, the company will prepare and disclose regular reports and temporary reports in accordance with the relevant regulations of the National Equities Exchange and Quotations.
Article 157 The chairman of the company is the first person responsible for information disclosure, and the secretary to the board of directors is responsible for specific disclosure matters. Other directors and senior managers of the company should provide necessary assistance to the chairman and secretary of the board of directors on information disclosure matters.
Article 158 The company and its directors, supervisors, and senior managers shall promptly and fairly disclose all information that may have a greater impact on the transfer price of the company's stocks and other securities, ensure that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions, and bear corresponding legal liability for its authenticity, accuracy, and completeness.
Article 159 Company information disclosure shall be made in the form of announcements through the channels designated by the National Equities Exchange and Quotations.
Section 2 Investor Relations Management
Article 160 Investor relations management refers to the important work of the company to strengthen communication with investors and potential investors through sufficient information disclosure and exchange, enhance investors' understanding and recognition of the company, and improve corporate governance levels to maximize the company's overall interests and protect the legitimate rights and interests of investors.
Article 161 The company's investor relations management work strictly abides by the "Company Law" and "Unlisted
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Measures for the Supervision and Administration of Public Companies" and other relevant laws, regulations, rules and all relevant business rules.
Article 162 The company shall assume the primary responsibility for handling investor complaints, improve the complaint handling mechanism and make the handling process and handling information public. Disputes between the company and investors can be resolved through negotiation on their own; if the negotiation fails, the two parties can submit to a professional securities and futures dispute mediation agency for mediation, apply to an arbitration institution for arbitration, or file a lawsuit with the People's Court.
If a company applies to terminate the listing of its stocks on the National Equities Exchange and Quotations, it should fully consider the legitimate rights and interests of shareholders and make reasonable arrangements for dissenting shareholders.
The company should set up an investor protection mechanism related to the termination of listing. Among them, if the company voluntarily terminates listing, the controlling shareholders and actual controllers should formulate reasonable investor protection measures and protect the rights and interests of other shareholders by providing cash options, buy-back arrangements, etc.; if the company is forced to terminate listing, the controlling shareholders and actual controllers should proactively and actively negotiate solutions with other shareholders, and can compensate investors for losses through the establishment of special funds and other methods.
Section 3 Contents and Methods of Investor Relations Management
Article 163 The work objects of investor relations management are:
(1) Investors (including registered and potential investors);
(2) Financial media, industry media and other related media;
(3) Investor relations consultant;
(4) Securities regulatory agencies and other relevant government departments;
(5) Other relevant individuals and institutions.
Article 164 The main contents of communication between the company and investors in investor relations management include:
(1) The company’s development strategy, including the company’s development direction, development plan, competition strategy and operating principles, etc.;
(2) Legal information disclosure and explanations, including regular reports and temporary announcements;
(3) Operations, management, finance and other information in the operation process that the company can disclose in accordance with the law, including but not limited to: production and operation status, financial status, research and development of new products or new technologies, operating results, dividend distribution, major investments, external guarantees, major contracts, related transactions, major litigation or arbitration, changes in management, changes in major shareholders, etc.;
(4) Corporate culture construction;
(5) Other relevant information of the company.
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Article 165 The communication methods between the company and investors mainly include but are not limited to:
(1) Announcements, including regular reports and temporary announcements;
(2) Convene a shareholders’ meeting;
(3) Company website;
(4) Email and telephone consultation;
(5) On-site inspections and on-site visits;
(6) Briefing session or one-on-one communication;
(7) Media interviews and reports;
(8) Mailing information;
(9) Advertisements, leaflets or other promotional materials;
(10) On-site visit;
(11) Other methods that comply with relevant regulations of the China Securities Regulatory Commission.
Article 166 The company shall strive to create conditions for small and medium-sized shareholders to participate in the shareholders' meeting, and fully consider the time and place of the meeting to facilitate shareholders' participation.
Article 167 Companies should try their best to communicate with investors in a timely, in-depth and extensive manner through various methods, and should pay special attention to the use of the Internet to improve communication efficiency and reduce communication costs.
Chapter 13 Preventing the Occupation of Funds by Controlling Shareholders and Related Parties
Article 168 The company shall prevent controlling shareholders and related parties from directly or indirectly occupying or transferring the company's funds, assets and resources through various means.
Article 169 The company shall, in accordance with the Articles of Association and the "Related Transaction Management System" and other provisions, implement related transactions between the company and its controlling shareholders and related parties through procurement, sales, mutual provision of labor services and other production and operation links. After related transactions occur, they should be settled in a timely manner and should not cause abnormal occupation of operating funds.
Article 170 The company, its controlled subsidiaries and affiliated branches shall not directly or indirectly provide funds to the controlling shareholders and related parties in the following ways:
(1) Lending the company’s funds to controlling shareholders and related parties for use with or without compensation;
(2) Provide entrusted loans to controlling shareholders and related parties through banks or non-bank financial institutions;
(3) Entrust controlling shareholders and related parties to carry out investment activities;
(4) Issuing commercial acceptance bills for controlling shareholders and related parties without real transaction background;
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(5) Repay debts on behalf of controlling shareholders and related parties;
(6) Other methods determined by the regulatory authorities.
Article 171 The company shall strictly prevent the controlling shareholder and its related parties from occupying non-operating funds.
The company's finance department and audit department should regularly inspect the non-operating fund transactions between the company headquarters and its subsidiaries and the controlling shareholders and related parties to prevent the occurrence of non-operating fund occupation by the controlling shareholders and related parties.
Article 172 When the company's temporarily idle assets are provided to the controlling shareholder and related parties for use, the company must perform the review and approval procedures, sign a use agreement, and charge reasonable use fees based on the principles of fairness and reasonableness.
Article 173 The company, its controlled subsidiaries and affiliated branches shall prepare a summary table of capital occupation by controlling shareholders and related parties and a summary table of related transactions on a monthly basis to prevent the occurrence of the phenomenon of "occupation during the period and return at the end of the period".
Chapter 14 Modification of the Articles of Association
Article 174 The company may amend the Articles of Association as necessary and in accordance with the procedures and requirements of relevant laws and regulations. The revised Articles of Association shall not conflict with laws and regulations.
Article 175 The company shall amend its articles of association according to the following procedures:
(1) The board of directors proposes to amend the draft articles of association;
(2) Convene a shareholders’ meeting and pass a proposal to amend the articles of association;
(3) If the revised articles of the company's articles of association involve matters that need to be submitted for approval in accordance with the law, they must be submitted to the relevant government departments for approval; if they involve matters that should be registered in accordance with the law, the change registration must be carried out in accordance with the law.
Chapter 15 Supplementary Provisions
Article 176 Interpretation
(1) Senior management personnel refers to the company’s general manager, deputy general manager, financial director, board secretary and other personnel specified in this Articles of Association;
(2) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total share capital; shareholders who hold less than 50% of the shares, but whose voting rights based on the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders' meeting;
(3) Actual controller refers to someone who, although not a shareholder of the company, controls the company through investment relationships, agreements or other
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A natural person, legal person or other organization that can actually control the company's actions;
(4) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, supervisors, 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 177 Matters not covered in these Articles of Association shall be submitted by the board of directors to the shareholders' meeting for discussion.
Article 178 In this Article, “above”, “within” and “less than” all include the original number; “less than”, “beyond”, “less than”, “more than” and “less than” do not include the original number.
Article 179 Any disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of the Articles of Association shall first be resolved through consultation. If negotiation fails, the matter shall be resolved through litigation, and either party shall have the right to file a lawsuit with the People's Court where the company is located.
Article 180 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting, the Rules of Procedure for the Board of Directors, the Rules of Procedure for the Board of Supervisors and the General Manager’s work rules.
Article 181 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.
Article 182 This Article of Association shall come into effect on the day it is reviewed and approved by the company’s shareholders’ meeting.