[Temporary Announcement] PolyNano: Articles of Association
Announcement number: 2026-016
Guangzhou Juneng Nano Biotechnology Co., Ltd.
Articles of Association
Announcement number: 2026-016
Directory
Chapter 1 General Principles 1
Chapter 2 Business Purpose and Scope 2
Chapter 3 Shares 2
Section 1 Issuance of Shares ............................................................................................................ 2
Section 2 Increase, decrease and repurchase of shares ............................................................................. 3
Section 3 Share Transfer ............................................................................................................ 3
Chapter 4 Shareholders and Shareholders’ Meeting 4
Section 1 Shareholders ................................................................................................................. 4
Section 2 General Provisions for Shareholders’ Meetings ............................................................................. 7
Section 3 Convening of Shareholders’ Meeting .................................................................................. 11
Section 4 Proposals and Notices of Shareholders’ Meeting .................................................................. 12
Section 5 Convening of Shareholders’ Meeting .................................................................................. 13
Section 6 Voting and Resolutions of 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 24
Chapter 7 Board of Supervisors 26
Section 1 Supervisors ............................................................................................................ 26
Section 2 Board of Supervisors ............................................................................................................ 27
Chapter 8 Financial Accounting System, Profit Distribution and Audit 28
Section 1 Financial Accounting System ............................................................................................. 28
Section 2 Internal Audit...................................................................................................... 29
Section 3 Appointment of Accounting Firm ............................................................................. 29
Chapter 9 Investor Relations Management 30
Chapter 10 Information Disclosure 31
Chapter 11 Notice 32
Chapter 12 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation 33
Section 1 Merger, spin-off, capital increase and capital reduction .................................................................. 33
Section 2 Dissolution and Liquidation .................................................................................. 33
Chapter 13 Modification of the Articles of Association 35
Chapter 14 Supplementary Provisions 36
Articles of Association of Guangzhou Juneng Nano-Biotechnology Co., Ltd.
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of Guangzhou Juneng Nano-Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), shareholders and creditors, and regulate the organization and behavior of the company, this Articles of Association is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Measures for the Supervision and Administration of Unlisted Public Companies, the "Governance Rules for Companies Listed on the National Equities Exchange and Quotations" and other relevant regulations.
Article 2 The company is initiated and established by Guangzhou Juneng Nano Biotechnology Co., Ltd. in accordance with the law and the overall change in accordance with the "Company Law" and other relevant regulations.
Article 3 The registered name of the company: Guangzhou Juneng Nano-Biotechnology Co., Ltd.
Article 4 Company address: Room 101, Building 3, No. 33, Kangze 5th Road, Baiyun District, Guangzhou.
Article 5 The company’s registered capital is RMB 8 million, and the promoters’ paid-in registered capital is RMB 8 million.
Article 6 The company is a joint-stock company with permanent existence and has independent legal personality.
Article 7 The chairman of the company is the legal representative of the company. If a director who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation. The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company. The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties. If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or these Articles of Association.
Article 8 All assets of a company are divided into equal shares. Shareholders shall bear liability to the company to the extent of the shares they subscribe for, and the company shall bear liability to the company's debts with all of its assets.
Article 9 From the date of entry into force, these Articles of Association shall become a legally binding document that regulates the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders, and is a legally binding document for the company, shareholders, directors, supervisors, and senior managers. According to this Article of Association, shareholders can sue shareholders, 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 and senior managers.
Disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of this Articles of Association shall first be resolved through negotiation; if negotiation fails, either party has the right to file a lawsuit with the people's court with jurisdiction.
Article 10 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's general manager, deputy general manager, secretary to the board of directors, and financial director.
Chapter 2 Business Purpose and Scope
Article 11 The company's business purpose: R&D and production of low-temperature and ultra-high-pressure cell crushers to break through the technical bottleneck of biomedical cell wall breaking and heat production; R&D and production of low-temperature nanomaterial dispersing machines to break through the technical bottleneck of agglomeration in nanomaterial mixtures.
Article 12 After registration in accordance with the law, the company's business scope: biotechnology development services; materials scientific research and technology development; energy technology research and technology development services; food science and technology research services; mechanical technology development services; experimental analysis instrument manufacturing; pharmaceutical special equipment manufacturing; pump and vacuum equipment manufacturing; general equipment repair; special equipment repair; instrument repair; trade agency; import and export of goods (except for specialized products); technology import and export; leasing of self-owned equipment (excluding license approval items).
Chapter 3 Shares
Section 1 Share Issuance
Article 13 The company's shares shall be in the form of registered stocks.
If the company's shares are approved for public transfer on the National Equities Exchange and Quotations, all shareholders should entrust the China Securities Depository and Clearing Co., Ltd. to register and deposit their shares.
Article 14 The shares issued by the company shall have a par value in RMB, with a par value of RMB 1 per share.
Article 15 The issuance of company shares shall be based on the principles of fairness and impartiality, and each share of the same type shall have equal rights. For stocks of the same type issued at the same time, the issuance conditions and price for each share shall be the same; for shares subscribed by any unit or individual, the same price shall be paid for each share.
Article 16 The total number of shares at the time of establishment of the company is 8 million shares, all of which are RMB ordinary shares. When the company was established, 8 million shares were issued to the promoters, accounting for 100% of the company's total issuable shares.
The name of the sponsor (or name), the number of shares subscribed, the method of investment, and the time of investment:
Name of sponsor Number of shares subscribed (shares) Shareholding ratio (%) Investment method Time of investment Yu Xingwen 5,092,000.00 63.65 Net assets converted into shares 2015.7.31 Shen Kangxiu 2,508,000.00 31.35 Net assets converted into shares 2015.7.31 Wu Peiru 400,000.00 5.00 Net assets converted into shares 2015.7.31 As of the effective date of this Articles of Association, the company's total number of shares is 8 million shares, all of which are RMB ordinary shares.
Article 17 The company or its subsidiaries (including the company's affiliated enterprises) shall not provide any assistance in the form of gifts, advances, guarantees, compensation or loans to persons who purchase or intend to purchase the company's shares. Exceptions shall be made in compliance with laws, regulations, departmental rules, and normative documents.
Section 2 Increase, decrease and repurchase of shares
Article 18 Based on the needs of operation and development, in accordance with the provisions of laws and regulations, and upon resolution of the shareholders' meeting, the company may increase capital in the following ways:
(1) Public offering of shares;
(2) Non-public issuance of shares;
(3) Distribute bonus shares to existing shareholders;
(4) Convert public reserve funds into share capital;
(5) Other methods prescribed by laws, administrative regulations and the China Securities Regulatory Commission.
Article 19 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 20 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 shall not engage in activities of buying and selling the company's shares.
Article 21 A company may acquire its own shares through public centralized transactions and shall adopt methods approved by laws, administrative regulations, departmental rules or regulatory authorities.
Article 22 If the company acquires the company's shares due to the reasons stated in Items (1) to (3) of Article 20 of this Article, it shall be subject to a resolution of the shareholders' meeting. After the company acquires its own shares in accordance with the provisions of Article 21, if it falls under the circumstances of Item (1) of Article 20, the shares shall be canceled within 10 days from the date of acquisition; if it falls under the circumstances of Items (2) and (4), it shall be transferred or canceled within 6 months. In the case of items (3) and (5), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within three years.
Section 3 Share Transfer
Article 23 The company's shares may be transferred in accordance with the law.
If the company's shares are approved for public transfer on the National Equities Exchange and Quotations, the transfer shall be conducted in accordance with relevant laws, administrative regulations, departmental rules and the relevant business rules of the National Equities Exchange and Quotations.
Article 24 The company does not accept its own stocks as the subject of pledge rights.
Article 25 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 company shares held by them. The above-mentioned personnel shall not transfer the company shares they hold within six months of their resignation.
If the company's shareholders have a longer-term commitment to restrict the transfer of their shares, their commitment shall prevail.
Article 26 If the company's directors, supervisors, senior managers, or shareholders holding more than 5% of the company's shares sell the company's stocks within 6 months after buying them, or buy them again within 6 months after selling, the proceeds will belong to the company, and the company's board of directors will take back the proceeds.
The stocks or other securities with an equity nature held by directors, supervisors, senior managers, and natural person shareholders as mentioned in the preceding paragraph include stocks or other securities with an equity nature held by their spouses, parents, and children and those held using the accounts of others.
If the company's board of directors fails to implement the provisions of the preceding paragraph, the shareholders have the right to request the board of directors to implement it within 30 days. If the company's board of directors fails to implement the decision within the above time limit, shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company. If the company's board of directors fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liability in accordance with the law.
Chapter 4 Shareholders and Shareholders’ Meeting
Section 1 Shareholders
Article 27 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency. Shareholders enjoy rights and assume obligations according to the class of shares they hold; shareholders holding the same class of shares enjoy the same rights and assume the same obligations.
Article 28 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 in the shareholder list on the equity registration date shall be shareholders who enjoy relevant rights and interests.
Article 29 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 or appoint shareholders’ agents to attend shareholders’ meetings in accordance with the law, and exercise corresponding performance
power of decision;
(3) Supervise the company’s operations and make suggestions or inquiries;
(4) Transfer, donate or pledge the shares held by it in accordance with the provisions of laws, administrative regulations and these Articles of Association;
(5) Review the Articles of Association, shareholder list, shareholders’ meeting minutes, board meeting resolutions, supervisory board meeting resolutions,
Financial accounting reports, shareholders who meet the regulations can check the company's accounting books and accounting vouchers;
(6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to the share of shares it holds;
(7) Shareholders who object to the company merger or division resolution made by the shareholders’ meeting require the company to acquire their shares;
(8) Other rights stipulated in laws, administrative regulations, departmental rules or this charter.
Article 30 If a shareholder requests to review the relevant information or request materials mentioned in the previous article, he shall provide the company with written documents proving the type and number of shares he holds in the company. The company will provide it according to the shareholder's request after verifying the shareholder's identity.
The company shall create convenient conditions for shareholders to exercise the aforementioned shareholder rights. If the company illegally obstructs shareholders from exercising their rights such as the right to know, the right to participate, the right to question and the right to vote, the shareholder may sue the company in accordance with the provisions of the Company Law and these Articles of Association.
Article 31 The resolutions of the company's shareholders' meeting or board of directors shall not deprive or restrict the legal rights of shareholders. The company shall proactively communicate with shareholders through multiple channels to protect shareholders' rights to know about the company's major matters, participate in decision-making, and supervise.
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 If a director or senior manager 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 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 in writing to file a lawsuit with the People's Court; 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 with the People's Court.
If the board of supervisors or the board of directors refuse to initiate a lawsuit after receiving a shareholder's written request 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, regulations or the provisions of these Articles of Association when performing their duties, causing losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in accordance with the first three paragraphs of Article 189 of the "Company Law" or directly file a lawsuit with the People's Court in their own names.
Article 33 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:
(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;
(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;
(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;
(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.
Article 34 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 35 The shareholders of the company shall bear the following obligations:
(1) Comply with laws, administrative regulations and this Articles of Association;
(2) Pay the share capital according to the shares subscribed and the method of subscription;
(3) No withdrawal of shares is allowed except under circumstances stipulated by laws and regulations;
(4) A shareholder shall not abuse the rights of a shareholder to harm the interests of the company or other shareholders; shall not abuse the independent status of a company as a legal person and the limited liability of shareholders to damage the interests of the company's creditors; a shareholder of a company who abuses the rights of a shareholder to cause losses to the company or other shareholders shall bear liability for compensation in accordance with the law; a shareholder of a company who abuses the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall bear joint and several liability for the debts of the company
Ren;
(5) Other obligations stipulated in laws, administrative regulations and this Articles of Association.
If a company's shareholders abuse their rights and cause losses to the company or other shareholders, they shall be liable for compensation in accordance with the law. If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.
Article 36 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. If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles on directors' duties of loyalty and diligence shall apply.
Article 37 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.
When controlling shareholders and actual controllers transfer the shares of the company they hold, they must abide by the restrictive provisions on share transfers in laws, regulations, departmental regulations, normative documents, the business rules of the National Equities Exchange and Quotations System, and the commitments they have made to restrict share transfers.
When a company is acquired, the acquirer does not need to issue a general tender offer to all shareholders.
Section 2 General Provisions of Shareholders’ Meetings
Article 38 The shareholders’ meeting is the company’s authority and shall exercise the following powers in accordance with the law:
(1) Elect and replace directors and supervisors, and decide on remuneration matters for directors and supervisors;
(2) Review and approve the reports of the board of directors and the board of supervisors;
(3) Review and approve the company’s profit distribution plan and loss compensation plan;
(4) Make a resolution on increasing or decreasing the company’s registered capital;
(5) Make resolutions on the issuance of corporate bonds;
(6) Make resolutions on the merger, division, dissolution, liquidation or change of company form;
(7) Modify this Articles of Association;
(8) Make a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;
(9) Review and approve the guarantee matters stipulated in Article 39 of these Articles of Association;
(10) To review and approve changes in the use of raised funds;
(11) Review equity incentive plans and employee stock ownership plans;
(12) Review laws, regulations, departmental rules, normative documents, National Equities Exchange and Quotations business rules or this Articles of Association
Provide for other matters that should be decided by the shareholders' meeting.
The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds.
Article 39 The following external guarantees provided by the company must be reviewed and approved by the shareholders’ meeting.
(1) A single guarantee amount exceeds 10% of the company’s latest audited net assets;
(2) Any guarantee provided after the total external guarantees of the company and its holding subsidiaries exceed 50% of the company’s latest audited net assets;
(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(4) A guarantee that exceeds 30% of the company’s latest audited total assets based on the cumulative calculation principle of the guarantee amount for 12 consecutive months;
(5) Provide guarantees for related parties (if the company provides guarantees for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter-guarantee);
(6) The expected guarantee amount for its holding subsidiaries in the next twelve months;
(7) Other guarantees stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the company's articles of association.
When the shareholders' meeting considers external guarantee matters, it shall be approved by more than half of the voting rights held by shareholders attending the shareholders' meeting. When the shareholders' meeting considers the guarantee item (4) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by shareholders attending the meeting. In addition to the above-mentioned matters that must be reviewed and approved by the shareholders' meeting, all other external guarantee matters of the company must be reviewed and approved by the board of directors.
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 application of the provisions of items 1 to 3 above, but it shall be submitted to the company's board of directors for review and disclosure.
Article 40 Related transactions between the company and related natural persons with a transaction amount of more than 500,000 yuan (excluding the provision of guarantees), and related transactions between the company and related legal persons with a transaction amount accounting for more than 0.5% of the company's most recent audited total assets and exceeding 3 million yuan (excluding the provision of guarantees), shall be submitted to the board of directors for review.
Related transactions between the company and related parties whose transaction amount (excluding guarantees) accounts for more than 5% of the company's latest audited total assets and exceeds 30 million yuan, or related transactions that account for more than 30% of the company's most recent audited total assets, shall also be submitted to the company's shareholders' meeting for review.
Related transactions between the company and related parties that are lower than the amount specified in paragraph 1 of this article shall be reviewed and approved by the general manager of the company. For the following related-party transactions that occur within the company within twelve consecutive months, the above provisions shall apply on a cumulative basis:
(1) Transactions with the same related party;
(2) Transactions related to the categories of transaction objects with different related parties.
The same related party mentioned above includes legal persons or other organizations that are controlled by the same actual controller or have an equity control relationship with the related party, or have the same natural person as director or senior manager. Those that have fulfilled relevant obligations in accordance with the company's articles of association and this system will no longer be included in the cumulative calculation scope.
For daily related transactions that occur with related parties every year, the company can make a reasonable estimate of the total amount of related transactions that will occur this year before disclosing the previous annual report, and submit the estimated amount to the board of directors or shareholders' meeting for review and disclosure in accordance with the company's articles of association. If the actual execution exceeds the estimated amount, the company shall perform corresponding review procedures for the matters involved in the excess amount.
The following related-party transactions reached between the company and related parties can be exempted from review as related-party transactions:
(1) One party subscribes in cash for the other party’s publicly issued stocks, corporate bonds or corporate bonds, convertible corporate bonds or other securities;
(2) One party serves as a member of the underwriting syndicate to underwrite the other party’s public offering of stocks, corporate bonds, corporate bonds, convertible corporate bonds or other securities;
(3) One party receives dividends, bonuses or remuneration in accordance with the resolution of the other party’s shareholders’ meeting;
(4) One party participates in the other party’s public bidding or auction, except where it is difficult to reach a fair price through the bidding or auction;
(5) Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc.;
(6) The pricing of related-party transactions is stipulated by the state;
(7) A related party provides funds to the company, and the interest rate is no higher than the benchmark loan interest rate for the same period stipulated by the People's Bank of China, and the company has no corresponding guarantee for this financial assistance;
(8) The company provides products and services to directors, supervisors, and senior managers on the same transaction terms as non-related parties;
(9) Other transactions recognized by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.
Article 41 If the company purchases, sells or otherwise disposes of major assets within one year, and the cumulative amount exceeds 10 million yuan, it must be reviewed and approved by the shareholders' meeting. The above "disposal of major assets" does not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other transactions related to daily operations.
If the company's provision of financial assistance to external parties falls under any of the following circumstances, it must be reviewed and approved by the shareholders' meeting:
(1) The asset-liability ratio of the funded object in the latest period exceeds 70%;
(2) 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;
(3) Other circumstances stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the company's articles of association.
The term "providing financial assistance" as mentioned in this article refers to the company and its holding subsidiaries providing paid or free funds, entrusted loans, etc. to external parties.
The company shall not provide funds or other financial assistance to related parties such as directors, supervisors, senior managers, controlling shareholders, actual controllers and the enterprises they control. If the external financial assistance has not been recovered overdue, the listed company shall not continue to provide financial assistance or make additional financial assistance to the same object.
Article 42 If a company engages in external investment or sells equity (equity) formed from external investment that meets one of the following standards, it must be reviewed and approved by the shareholders' meeting.
(1) The total assets involved in the invested company (if there are both book value and appraisal value, the higher shall be used as the calculation basis) accounts for more than 50% of the company’s latest audited total assets, and the absolute amount exceeds 10 million yuan;
(2) The relevant operating income of the invested company in the most recent fiscal year accounts for more than 50% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 10 million yuan;
(3) The net profit related to the most recent fiscal year of the invested company accounts for more than 50% of the company’s audited net profit for the most recent fiscal year, and the absolute amount exceeds 5 million yuan;
(4) The transaction amount of the investment accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 10 million yuan.
Article 43 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.
Article 44 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 of directors stipulated in the Company Law or these Articles of Association;
(2) When the company’s uncompensated losses reach 1/3 of the total paid-in share capital;
(3) At the request of shareholders who individually or collectively hold more than 10% of the company’s issued voting shares;
(4) When the board of directors deems it necessary;
(5) When the board of supervisors proposes to convene;
(6) Laws, administrative regulations, departmental rules, normative documents, business rules or other circumstances stipulated in this Articles of Association.
Article 45 The company's shareholders' meeting shall set up a meeting venue and shall, in principle, be held as an on-site meeting. In principle, the meeting place of the company's shareholders' meeting is the company's residence, and the company will specify the details in the notice of each shareholders' meeting.
In addition to setting up a meeting venue and holding it on-site, the shareholders' meeting can also be held by electronic communication. If the meeting is held by electronic communication, it is recommended to clarify matters such as shareholder identity verification and audio and video retention methods. The meeting time and convening method should be convenient for shareholders to participate.
Section 3 Convening of Shareholders’ Meeting
Article 46 Unless otherwise provided in this chapter, the shareholders' meeting shall be convened by the board of directors. When the board of directors convenes a shareholders' meeting, it shall pass corresponding board resolutions and issue a notice of convening the shareholders' meeting to shareholders within 2 days from the date of adoption of the board of directors' resolutions.
Article 47 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 with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after 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 to perform or fails to perform its duty to convene a shareholders' meeting, and the board of supervisors can convene and preside over it on its own.
Article 48 Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request 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 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 a 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 proposal 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 have individually or collectively held more than 10% of the company's shares for more than 90 consecutive days may convene and preside over the meeting on their own. Before the resolution of the shareholders' meeting is announced, the total shareholding ratio of the shareholders convening the shareholders' meeting shall not be less than 10%.
Article 49 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.
Article 50: For shareholders’ meetings convened by the board of supervisors or shareholders themselves, the board of directors and the secretary of the board of directors shall cooperate, provide a list of shareholders on the equity registration date, and perform information disclosure obligations in a timely manner.
Article 51 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 52 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. If a proposal is not listed in the notice of the shareholders' meeting or does not comply with the provisions of this article, the shareholders' meeting shall not vote and make a resolution.
Article 53 When a company convenes a shareholders' meeting, the board of directors, board of supervisors and shareholders who individually or jointly hold more than 1% of the company's issued voting shares have the right to submit proposals to the company (including proposals for the election of directors and supervisors).
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. Exceptions are made for temporary proposals that violate laws, regulations or the company's articles of association, or do not fall within the scope of the shareholders' meeting.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of these Articles of Association shall not be voted on and resolutions made by the shareholders' meeting.
Article 54 The convener shall notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify all shareholders by means of an announcement 15 days before the meeting. When the company calculates the starting period, it includes the date the notice is sent and does not include the day the meeting is held.
Article 55 The notice of shareholders’ meeting shall include the following contents:
(1) The time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in clear words: All shareholders have the right to attend the shareholders’ meeting and may appoint a proxy in writing to attend the meeting.
and participate in voting, the shareholder agent does not need to be a shareholder of the company;
(4) Equity registration date of shareholders entitled to attend the meeting (the interval between the equity registration date and the meeting date shall not be more than 7
working days, and should be later than the time of announcement. Once the equity registration date is confirmed, it cannot be changed);
(5) Name and phone number of the permanent contact person for conference affairs.
(6) Voting time and voting procedures online or by other means.
Notices of shareholders' meetings and supplementary notices should 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. If the shareholders' meeting adopts other methods, the voting time and voting procedures for convening the shareholders' meeting by other methods shall be clearly stated in the notice of the shareholders' meeting.
Article 56 If the shareholders’ meeting intends to discuss the election of directors and supervisors, the notice of the shareholders’ meeting shall fully disclose the relevant information of the candidates for directors and supervisors, including at least the following:
(1) Educational background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;
(3) The number of shares held in the company;
(4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange.
Each candidate for director and supervisor shall be submitted as a separate proposal.
Article 57 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the company shall make an announcement at least 2 trading days before the original date of the shareholders' meeting and explain the reasons in detail.
Section 5 Convening of Shareholders’ Meeting
Article 58 The convener of the shareholders' meeting and the company shall take necessary measures to ensure the normal order of the shareholders' meeting. Except for the shareholders or shareholder representatives participating in the meeting, the persons who should attend or attend as stipulated in the Articles of Association and the persons invited by the convener, the company has the right to refuse other persons from entering the venue. The company or the convener should take measures to stop any behavior that interferes with shareholders' meetings, provokes troubles, and infringes upon the legitimate rights and interests of shareholders, and promptly reports to relevant departments for investigation and punishment.
Article 59 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting. And exercise voting rights in accordance with relevant laws, regulations, normative documents, the business rules of the National Equities Exchange and Quotations and these Articles of Association.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.
Article 60 If an individual shareholder attends a meeting in person, he or she shall present his/her identity card or other valid certificate or certificate that can indicate his/her identity; if a proxy is entrusted to attend the meeting on behalf of another person, the agent shall present his or her valid identity certificate and the power of attorney of the individual shareholder.
Shareholders of legal persons/other organizations shall be represented by their legal representative/person in charge or an agent entrusted by the legal representative/person in charge/the decision-making body of the shareholder unit to attend the meeting. If the legal representative/person in charge attends the meeting, he or she shall present his/her identity card and a valid certificate that proves his/her qualifications as the legal representative/person in charge; if an agent is entrusted to attend the meeting, the agent shall produce his/her identity card and a written power of attorney issued by the legal representative/person in charge/decision-making body of the legal person/other organizational shareholder unit in accordance with the law.
Article 61 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the agent;
(2) Whether it has voting rights;
(3) Instructions to vote in favor, against or abstain from voting on each matter listed on the agenda of the shareholders’ meeting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the principal. If the client is a non-natural person shareholder, the seal of the shareholder unit shall be affixed.
The power of attorney should indicate whether the shareholder's agent can vote according to his or her own will if the shareholder does not give specific instructions.
Article 62 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of entities) of the participants, ID numbers, residential addresses, the number of shares held or represented with voting rights, the names of the principals (or names of entities) and other matters.
Article 63 The convener shall verify the legality of shareholder qualifications based on the shareholder list, and register the names of shareholders and the number of voting shares they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 64 When a shareholders' meeting is convened, the company's directors, supervisors and board secretary shall attend the meeting, and the general manager and other senior managers shall attend the meeting as non-voting delegates.
Article 65 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.
A shareholders' meeting convened by shareholders themselves shall be presided over by a representative elected by the convener. If the convener fails to attend the shareholders' meeting, more than half of the voting shares held by the shareholders attending the meeting will elect the meeting host.
When convening a shareholders' meeting, if the host of the meeting violates the provisions of this Article of Association and the shareholders' meeting cannot continue, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the host of the meeting and continue the meeting.
Article 66 The company shall formulate rules of procedure for the shareholders' meeting, specifying in detail the convening and voting procedures of the shareholders' meeting, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the principles for authorization of the board of directors at the shareholders' meeting, and the authorization content shall be clear and specific. The rules of procedure of the shareholders' meeting shall be attached to the articles of association and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 67 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 68 Directors, supervisors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.
Article 69 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration. Shareholders present after the meeting registration is terminated will no longer participate in the voting of the shareholders' meeting.
Article 70 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
Example;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;
(6) Lawyer (if any) and names of counters and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in this Article of Association.
Article 71 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. The directors, supervisors, secretary of the board of directors, convener or his representative, and meeting host who attended the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the meeting materials such as the signature booklet of shareholders attending the meeting and the power of attorney for the proxy to attend, and the retention period shall be no less than 10 years.
Article 72 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to special reasons such as force majeure, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting.
Section 6 Voting and Resolutions of Shareholders’ Meeting
Article 73 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 shall be passed by more than two-thirds of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting.
Article 74 Except for matters that should be passed by special resolutions according to laws, administrative regulations, departmental rules or these Articles of Association, they shall be passed by ordinary resolutions by the shareholders' meeting:
Article 75 The following matters shall be passed by the shareholders’ meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) The division, merger, dissolution and liquidation of a company or the change of company form;
(3) Modifications to this Articles of Association;
(4) The company purchases or sells major assets within one year or the amount of guarantee exceeds the company’s latest audited total assets
30%;
(5) Equity incentive plan;
(6) When the company is in crisis or other special circumstances, the company needs to communicate with people other than directors, general managers and other senior managers
Entering into a contract whereby the management of all or a significant part of the company's business is entrusted to that person;
(7) Apply for the termination of listing of stocks or withdraw the termination of listing;
(8) Those stipulated by laws, administrative regulations, departmental rules, and the shareholders' meeting determine by ordinary resolution that it will have a significant impact on the company.
Other matters of great impact that require special resolutions.
Article 76 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall be entitled to one vote. Except for class shareholders.
The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present.
A company's controlled subsidiaries are not allowed to acquire shares of the listed 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 board of directors and shareholders who meet relevant prescribed conditions may solicit their voting rights at shareholders' meetings from the company's shareholders. The solicitation of voting rights shall fully disclose specific voting intentions and other information to the persons being solicited, and shall not be carried out in a paid or disguised manner. A company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.
Article 77 When the shareholders' meeting deliberates on related party transactions, related shareholders may participate in the review and express opinions on the reasons, fairness and legality of the related party transactions, but they shall not participate in voting, and the number of shares with voting rights they represent will not be counted in the total number of valid votes cast at the meeting. Unless otherwise provided by laws, regulations, departmental regulations, business rules of the stock transfer company and all shareholders are related parties. Announcements of shareholders' meeting resolutions should fully disclose the voting status of non-affiliated shareholders.
The convener of the shareholders' meeting is responsible for reviewing whether the matters discussed at the meeting constitute related transactions in accordance with laws, administrative regulations, departmental rules and other normative documents. Before the shareholders' meeting considers relevant related-party transactions, the host of the meeting should remind related shareholders to abstain from voting. Related shareholders are obliged to proactively explain their related relationships to the meeting and apply to avoid voting.
Article 78 The shareholders' meeting shall vote on all proposals item by item. If there are different proposals on the same matter, voting shall be carried out in the order in which the proposals were submitted; if shareholders or their agents vote in favor of different proposals on the same matter, the relevant votes will be invalid. The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting shall not shelve the proposal or refuse to vote.
Article 79 When the shareholders' meeting considers the proposal, the proposal shall not be modified. Otherwise, the relevant changes shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting.
Article 80 The shareholders' meeting shall vote by registered vote.
Article 81 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matter under consideration has an interest in shareholders, the relevant shareholders and agents shall not participate in the counting or supervision of votes.
When the shareholders' meeting votes on a proposal, the shareholder representatives and the supervisor representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.
Company shareholders or their agents who vote online or by other means can check their voting results.
Article 82 The chairperson of the shareholders' meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results.
Before the voting results are officially announced, the vote counters, scrutineers, major shareholders and other relevant parties involved in the shareholders' meeting and other voting methods are obliged to keep the voting information confidential.
Article 83 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain.
Unfilled, incorrectly filled in (including the case where the same shareholder votes in different directions on the same motion, or splits the shares he holds and casts votes in different directions, except for cumulative voting for directors and supervisors), illegible votes, and unvoted votes will be deemed as the voter has given up the right to vote, and the voting results of the number of shares held by him shall be counted as "abstention."
Article 84 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast, and the supervisors and shareholder representatives shall jointly supervise the votes; if the presiding officer of the meeting does not conduct a count of votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.
Article 85 The shareholders' meeting shall make a resolution on the matters discussed at the meeting. The resolution shall list the number of shareholders and agents present at the meeting, the total number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, the voting method, the voting results of each proposal and the details of each resolution passed.
If the company's shares are approved for public transfer on the National Equities Exchange and Quotations, the resolution of the shareholders' meeting shall be announced in accordance with the business rules of the National Equities Exchange and Quotations.
Article 86 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.
Article 87 The list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting in the form of proposals. When the shareholders' meeting votes on the election of directors and supervisors, a cumulative voting system may be implemented in accordance with the provisions of these Articles of Association or the resolution of the shareholders' meeting.
If the shareholders' meeting passes the relevant proposal for the election of directors and supervisors, the time for the new directors and supervisors to take office will be calculated from the date of adoption of the resolution of the shareholders' meeting.
Article 88 Shareholders or shareholder representatives attending the meeting shall sign the resolutions of the shareholders' meeting. The board of directors or the convener of the meeting is responsible for keeping shareholder votes as meeting materials, and the retention period is not less than 10 years.
Article 89 If the shareholders' meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company shall implement the specific plan within 2 months after the conclusion of the shareholders' meeting.
Chapter 5 Board of Directors
Section 1 Directors
Article 90 Directors of a company are natural persons and do not need to hold shares in the company. However, they cannot serve as directors of the company if they meet any of the following circumstances:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) Sentenced for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy
fine, the execution period has not exceeded five years, or the person has been deprived of political rights due to a crime, and the execution period has not exceeded five years;
(3) Serving as a director or factory director or manager of a company or enterprise that is subject to bankruptcy liquidation, and being responsible for the bankruptcy of the company or enterprise
In the case of personal liability, it has not been more than 3 years since the bankruptcy liquidation of the company or enterprise was completed;
(4) Serve as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to violations of the law, and has personal responsibilities
In the case of liability, it has not been more than 3 years since the date when the company or enterprise's business license was revoked;
(5) A relatively large amount of personal debt is due and has not been paid off;
(6) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market or has been deemed an unsuitable candidate, and the time limit has not yet expired;
(7) Disciplinary measures taken by the National Equities Exchange and Quotations Corporation or the stock exchange that determine that the person is not suitable to serve as a director of the company.
The limit has not yet expired;
(8) Other circumstances stipulated in laws, administrative regulations or departmental rules or the business rules of the National Equities Exchange and Quotations
shape.
The above period is calculated based on the date of the shareholders' meeting to consider the director election proposal as the deadline.
If a director is elected in violation of the provisions of this article, the election 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.
The relevant director shall resign within one month from the date of occurrence of this fact.
If more than half of the company's directors are required to resign in accordance with the provisions of this article during their term of office, the relevant director's resignation period may be appropriately extended, but the extension period shall not exceed three months at most.
Article 91 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 of office, the shareholders' meeting shall not remove him from office without reason.
The shareholders' meeting has the right to remove directors from their duties under the following circumstances:
(1) Resigning without authorization and causing losses to the company;
(2) Being unable to perform the duties of a director due to serious illness or long-term illness;
(3) Holding major positions in other companies that have an interest in the company without explaining it to the company.
The term of office of a director shall be calculated from the date of taking office until the expiration of the term of the current board of directors. If a director's term of office expires and is not re-elected in time, until the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association.
Directors and senior managers of the company are not allowed to concurrently serve as supervisors, and the spouses and immediate family members of the above-mentioned persons are not allowed to serve as supervisors of the company during their tenure as directors and senior managers of the company.
Article 92 Directors shall abide by laws, administrative regulations and these Articles of Association, and have the following loyalty obligations to the company:
(1) Not to take advantage of his or her authority to accept bribes or other illegal income, or to misappropriate the company's property;
(2) No misappropriation of company funds is allowed;
(3) Company assets or funds shall not be stored in accounts opened in their own names or in the names of other individuals;
(4) In violation of the provisions of these Articles of Association, the company shall not lend company funds to others or lend money to others without the consent of the shareholders' meeting or the board of directors.
Use company property to provide guarantee for others;
(5) Shall not enter into a contract or conduct transactions with the company in violation of the provisions of these Articles of Association or without the consent of the shareholders' meeting;
(6) Without the consent of the shareholders’ meeting, no one shall take advantage of their position to seek business opportunities that should belong to the company for themselves or others.
Ability to operate a business similar to that of the company on its own or for others;
(7) You shall not accept commissions from transactions with the company as your own;
(8) Company secrets shall not be disclosed without authorization;
(9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall be liable for compensation.
Article 93 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 business license stipulated in the business license.
scope of services;
(2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(4) 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;
(5) Written confirmation opinions should be signed on the company’s periodic reports to ensure that the information disclosed by the company is true, accurate and complete.
whole;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
Article 94 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 95 Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the board of directors. The resignation will take effect on the day the company receives the resignation report, and the company will disclose the relevant situation within two trading days.
The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made.
If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.
If the company's board of directors falls below the legal minimum number of directors due to the resignation of a director, the resignation report shall not take effect until the next director fills the vacancy created by his resignation. Before the re-elected director takes office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association, but the company shall complete the re-election or by-election of the new director within 2 months.
Except for the circumstances listed in the preceding paragraph, a director's resignation report shall take effect when it is delivered to the board of directors.
Article 96 When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically terminated after the end of his term, and will remain valid for two years after the end of his term. Directors have an obligation to keep confidential the company's trade secrets they learn during their tenure until the date when the trade secrets become public information. A director's confidentiality obligations do not terminate upon his resignation.
Article 97 Without the provisions of these Articles of Association or the legal authorization of the Board of Directors, no director may act on behalf of the company or the Board of Directors in his or her own name. 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 98 If a director causes damage to others while performing company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation.
If a director violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing his duties, causing losses to the company, or leaves the company without authorization and causes losses to the company, he shall be liable for compensation.
Section 2 Board of Directors
Article 99 The company shall have a board of directors, which shall be responsible to the shareholders' meeting.
Article 100 The board of directors shall consist of 5 directors. The board of directors has one chairman, who is elected by more than half of the board of directors. The board of directors authorizes the chairman to exercise some powers of the board of directors when the board of directors is not in session. 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.
Article 101 The board of directors shall exercise the following powers:
(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Determine the company’s business plan and investment plan;
(4) Formulate the company’s 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) Formulating plans for major acquisitions of the company, acquisition of the company’s stocks, mergers, divisions, dissolutions and changes in company form
case;
(8) Decide on the establishment of the company’s internal management organization;
(9) Appoint or dismiss the company’s general manager and secretary to the board of directors based on the nomination of the chairman of the board; appoint or dismiss the company’s deputy general manager and financial director based on the nomination of the general manager; decide on the remuneration matters of the company’s senior managers and
Reward and punishment matters;
(10) Formulate the company’s basic management system;
(11) Formulate amendment plans to this Articles of Association;
(12) Information disclosure matters after the management company’s shares are approved for public transfer on the National Equities Exchange and Quotations;
(13) Request to the shareholders’ meeting to hire or change the accounting firm to audit the company;
(14) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(15) To review and approve other external guarantee matters other than those stipulated in Article 39 of the Articles of Association;
(16) Review and approve the following related-party transactions: related-party transactions between the company and related natural persons with a transaction amount of more than 500,000 yuan (except for providing guarantees), and related-party transactions between the company and related legal persons with a transaction amount that accounts for more than 0.5% of the company's latest audited total assets and exceeds 3 million yuan (except for providing guarantees). Among such related transactions that are subject to review by the shareholders' meeting as stipulated in Article 40 of the Articles of Association, the board of directors shall make a resolution approving the transaction and then submit it to the shareholders' meeting for review. Article 40 of the Articles of Association regarding exemption from review by the shareholders’ meeting
Joint transactions are also exempt from board review.
(17) To review and approve major transactions in which the company purchases, sells or otherwise disposes of major assets with a cumulative amount of more than 5 million yuan within one year; to review and approve the company’s provision of external financial assistance other than those specified in Article 41 of the Articles of Association. If such transactions are subject to review by the shareholders' meeting as stipulated in Article 41 of the Articles of Association, the directors shall
After the meeting makes a resolution approving the transaction, it shall be submitted to the shareholders' meeting for review.
(18) To review and approve external investments other than those stipulated in Article 42 of these Articles of Association and the disposal of shares formed by external investments.
Rights (interests) matters;
(19) Deciding on the company’s external borrowings and providing guarantees with its own assets;
(20) Laws, administrative regulations, departmental rules or other matters within the scope of authorization of this Articles of Association and the shareholders' meeting.
Article 102 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 103 The company's board of directors shall ensure that the corporate governance mechanism complies with the requirements of laws, regulations and rules and can provide appropriate protection and equal rights to all shareholders. The company's board of directors should discuss and evaluate whether the corporate governance mechanism of the previous year provided appropriate protection and equal rights to all shareholders and whether the corporate governance structure was reasonable and effective at the board meeting that deliberated and decided to convene the annual shareholders' meeting. If the company's shares are approved for public transfer on the National Equities Exchange and Quotations, the results of the discussion and evaluation should be disclosed in the company's annual report. If the company's board of directors discovers that the corporate governance mechanism does not comply with the requirements of relevant laws, regulations and rules, or violates the provisions of this Articles of Association, it shall immediately make corrections in accordance with its powers, or propose relevant proposals to the shareholders' meeting to make corrections.
Article 104 The chairman of the board of directors shall exercise the following powers:
(1) Preside over shareholders’ meetings;
(2) Convening and presiding over board meetings;
(3) Supervise and inspect the implementation of board resolutions;
(4) Other powers granted by the board of directors.
Article 105 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 106 Board meetings are divided into regular meetings and extraordinary meetings, convened by the chairman of the board. The board of directors shall hold at least two regular meetings every year, and all directors and supervisors shall be notified in writing 10 days before the meeting.
Article 107 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors, chairman of the board of directors, and 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 108: When the board of directors convenes an extraordinary board meeting, it shall notify all directors and supervisors in writing, telephone, fax, email, etc. at least 2 days before the meeting. If the situation is urgent and it is necessary to convene an extraordinary meeting of the Board of Directors as soon as possible, the meeting notice may be issued at any time orally or by telephone, but the convener shall explain at the meeting that the emergency situation requires an extraordinary meeting of the Board of Directors.
Article 109 The notice of board meeting shall include the following contents:
(1) Date and place of meeting;
(2) Meeting duration;
(3) Reasons and issues;
(4) Date of issuance of notice.
Article 110 In principle, board meetings shall be held on site. When necessary, on the premise of ensuring that directors can fully express their opinions, and with the consent of the convener (host) and proposer, the meeting can also be held through other methods such as video, telephone, or a combination of on-site and other methods.
When the board of directors considers major related-party transactions (except daily related-party transactions) that should be submitted to the shareholders' meeting for review in accordance with the provisions of these Articles of Association, the board of directors shall hold a plenary meeting on site. Directors may not entrust others to attend or vote by communication. Topics for board meetings should be formulated in advance and sufficient decision-making materials should be provided.
Article 111 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors. External guarantee matters approved by the board of directors must be reviewed and approved by more than two-thirds of the directors attending the board meeting before a resolution can be made.
If it is not held on-site, the number of directors attending the meeting will be calculated based on the directors present on video, the directors who expressed opinions in the telephone conference, the valid votes such as faxes or emails actually received within the prescribed period, or the written confirmation letters submitted by the directors afterwards that they have attended the meeting. When the board of directors meeting is held simultaneously on-site and off-site, the number of attendees shall be determined after adding up the number of people counted in the previous two paragraphs.
Article 112 The voting on resolutions of the board of directors shall be based on one person, one vote. The voting opinions of the directors shall be based on the results on the voting sheet. Multiple selections, no selections, and reservations on the voting sheet will be deemed as abstentions.
Article 113 If the board of directors is held on-site, the voting method shall be a show of hands or a registered vote. For board meetings held off-site, the voting method is voting. The voting results of directors participating off-site will be confirmed by valid votes received within the designated time or written replies such as faxes and emails from directors within the designated time. The specific form of voting shall be determined by the presiding officer at the beginning of the meeting.
Article 114 If a director is related to the matters resolved at the board of directors meeting, he shall report to the board of directors in writing in a timely manner and abstain from voting. He shall not exercise voting rights on the resolution, nor may he exercise voting rights on behalf of other directors or entrust other non-related directors to vote. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than 3, the matter shall be submitted to the shareholders' meeting for review.
Article 115 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
If the entrustment or the letter of entrustment does not comply with the provisions of these Articles of Association, the host of the board meeting shall seek advice from the entruster who issued the entrustment that does not meet the regulations; if the entrustment can be corrected before voting, the entrusted director may participate in the voting, otherwise the vote will be invalid.
Article 116 When directors entrust other directors to attend board meetings, they shall follow the following principles:
(1) When reviewing related party transactions, non-related directors shall not entrust related directors to attend on their behalf; related directors shall not accept the entrustment of non-related directors;
(2) When voting matters are involved, the principal shall clearly state in the letter of authorization whether he agrees, opposes or abstains from voting on each matter. Directors shall not make entrustments without voting intention, full powers or entrustments with unclear scope of authorization. A director's responsibility for voting matters will not be relieved by entrusting other directors to attend.
(3) A director may not accept the entrustment of more than 2 directors, nor may he entrust more than 2 directors at the same time.
Article 117 The board of directors shall make resolutions on the matters discussed at the meeting, and the directors attending the meeting shall sign the meeting resolutions. The resolutions of the board of directors meeting are kept as company archives for a period of not less than ten years.
Article 118 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 directors, board secretary and recorder who attended the meeting shall sign on the meeting minutes. Directors who did not attend the meeting on-site may re-sign when they attend the latest on-site meeting.
The minutes of board of directors meetings shall be kept as company files and shall be kept for no less than 10 years. Board meeting minutes include the following:
(1) The date, place and name of the convener of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).
Chapter 6 General Manager and Other Senior Management Personnel
Article 119 The company shall have a general manager who shall be appointed or dismissed by the board of directors. The company has several deputy general managers, who are appointed or dismissed by the board of directors.
Article 120 The circumstances regarding the prohibition of serving as directors in this Articles of Association shall also apply to senior managers. In addition, as a senior manager, the financial director, in addition to complying with the provisions of the preceding paragraph, must also have professional and technical qualifications above that of an accountant, or have an accounting professional knowledge background and have been engaged in accounting work for more than three years.
All the provisions of this Articles of Association regarding directors' duty of loyalty and duty of diligence shall also apply to senior managers.
Article 121 The company’s senior managers shall not hold any other positions other than directors and supervisors in the company’s controlling shareholders, actual controllers and other enterprises controlled by them, and shall not receive salaries from the controlling shareholders, actual controllers and other enterprises controlled by them.
Article 122 The term of office of the general manager is three years, and the general manager can be re-elected.
Article 123 The general manager shall be responsible to the board of directors and shall attend board meetings as a non-voting delegate. Exercise the following powers in accordance with the provisions of the company's articles of association or the authorization of the board of directors:
(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize and implement the company’s annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company’s internal management organization;
(4) Formulate the company’s basic management system;
(5) Formulate specific regulations of the company;
(6) Request the board of directors to appoint or dismiss the company’s deputy general manager and financial director;
(7) Decide on the appointment or dismissal of responsible management personnel other than those who shall be appointed or dismissed by the board of directors;
(8) Attend board meetings;
(9) Decide on related transactions other than those specified in Article 40 and Article 101 (16) of this Article;
(10) Decide on transactions other than those specified in Article 41 and Article 101 (17) of this Article;
(11) Other powers granted by this Articles of Association or the Board of Directors.
The general manager shall not decide on the company's external guarantee matters on his own initiative. When the general manager decides on a related transaction, if the general manager is related to the related transaction, the related transaction will be reviewed and decided by the board of directors.
Article 124 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation.
Article 125 The general manager’s working rules include the following contents:
(1) The conditions, procedures and participants for the general manager meeting;
(2) The specific responsibilities and division of labor of the general manager and other senior managers;
(3) The general manager’s authority to use the company’s funds and assets, sign major contracts, and submit reports to the board of directors and board of supervisors
reporting system;
(4) Other matters deemed necessary by the board of directors.
Article 126 The appointment and removal of the company’s deputy general manager and financial director shall take effect after being nominated by the general manager and reviewed and approved by the board of directors. The deputy general manager and financial director shall be responsible to the general manager and shall exercise their powers in accordance with the authorization of the general manager.
Article 127 The company shall have a secretary to the board of directors, who shall be appointed or dismissed by the board of directors. The secretary of the board of directors is responsible for the preparation, document storage, and management of the company’s shareholder information, etc., for the company’s shareholders’ and board of directors meetings. The secretary of the board of directors shall attend the company's board of directors and shareholders' meetings.
The secretary of the board of directors shall be the director, deputy general manager or financial controller of the company.
During the vacancy of the board secretary, the company shall designate a director or senior manager to act as the person in charge of information disclosure affairs, and determine the candidate for the person in charge of information disclosure affairs within three months. Before the company appoints an agent, the chairman shall act as the person in charge of information disclosure affairs.
The secretary of the board of directors shall abide by the relevant provisions of laws, regulations, departmental rules, national equity transfer system business rules and these articles of association.
Article 128 The company's senior managers may resign before the expiration of their term of office. Senior managers who resign should submit a written resignation report to the board of directors. The resignation report will take effect when it is delivered to the board of directors. The company should disclose the relevant situation within 2 days. However, the resignation report of the board secretary can only take effect after the work transfer is completed and relevant announcements are disclosed. Before the resignation report takes effect, the board secretary should continue to perform his duties. The company's board of directors shall convene a board meeting within ten working days after receiving the resignation report to determine the successor senior management personnel.
The duty of loyalty to the company and all shareholders shall not be automatically terminated within a reasonable period or an agreed period after the senior management of the company resigns or ends their term of office.
After a senior executive leaves his post, his obligation to keep the company's trade secrets confidential remains valid until the trade secrets become public information, and he must strictly fulfill his obligations with the company such as prohibiting horizontal competition.
Article 129 If senior managers violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties, causing losses to the company, they shall be liable for compensation.
If a senior manager performs his duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation.
Chapter 7 Supervisory Board
Section 1 Supervisors
Article 130 The circumstances regarding the prohibition of serving as directors in this Articles of Association shall also apply to supervisors.
Directors, general managers and other senior managers may not concurrently serve as supervisors.
The number of supervisors who have served as directors or senior managers of the company in the past two years shall not exceed one-half of the total number of supervisors of the company.
The number of supervisors nominated by a single shareholder shall not exceed one-half of the total number of supervisors of the company.
Spouses and immediate family members of current company directors, senior managers are not allowed to serve as company supervisors.
Article 131 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. If the board of supervisors discovers that directors or senior managers have violated laws, regulations, departmental rules, business rules or the company's articles of association, it shall perform its supervisory duties and notify the board of directors or report to the shareholders' meeting. It may also report directly to the sponsoring securities firm or the National Equities Exchange and Quotations.
Article 132 The term of office of supervisors shall be three years. When the supervisor's term expires, he or she may be re-elected.
Supervisors may resign before the expiration of their term of office. Supervisors who resign shall submit a written resignation report to the Board of Supervisors.
Article 133 If a supervisor's term of office expires and is not re-elected in time, before the re-elected supervisor takes office, 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; the resignation of a supervisor during his term of office will result in the number of members of the supervisory board falling below the quorum, or the resignation of an employee representative supervisor will cause the employee If the number of representative supervisors is less than one-third of the members of the board of supervisors, the resignation report will not take effect until the next supervisor fills the vacancy caused by his resignation. Before the re-elected supervisor takes office, 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. However, the company shall complete the re-election or by-election of new supervisors within 2 months.
Except for the circumstances listed in the preceding paragraph, the resignation report of a supervisor shall take effect when it is delivered to the board of supervisors.
The supervisor's duty of loyalty to the company and all shareholders before his resignation takes effect, and within a reasonable period after his resignation takes effect or after the end of his term of office, is not automatically terminated. Their obligation to keep the company's trade secrets confidential remains valid until the trade secrets become public information, and they must strictly fulfill their obligations with the company such as prohibiting horizontal competition.
Article 134 Supervisors have the right to understand the company's operating conditions. Quoted companies shall take measures to protect the supervisors’ right to know and provide necessary assistance for the supervisors to perform their duties normally. No one shall interfere or obstruct it. Supervisors may attend board meetings and raise questions or suggestions on board resolutions.
Supervisors should ensure that the information disclosed by the company is true, accurate and complete, and sign written confirmation opinions on periodic reports. The relevant expenses required for supervisors to perform their duties shall be borne by the company.
Article 135 Supervisors shall not use their related relationships to harm the interests of the company. If they cause losses to the company, they shall bear liability for compensation.
Article 136 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.
Supervisors shall not use their related relationships to harm the interests of the company. If they cause losses to the company, they shall bear liability for compensation.
Section 2 Supervisory Board
Article 137 The company shall establish a board of supervisors. The board of supervisors consists of 3 supervisors. The Board of Supervisors shall have one chairman, who shall be elected by more than half 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 have one employee representative as supervisor. Employee representative supervisors are elected by the company's employees through the employees' representative conference.
Article 138 The Board of Supervisors shall exercise the following powers:
(1) Check the company’s finances;
(2) Supervise the performance of directors and senior managers’ duties in the company, and monitor violations of laws, administrative regulations,
Directors and senior managers who are subject to the Articles of Association or the resolution of the shareholders’ meeting propose their removal;
(3) When the actions of directors and senior managers harm the interests of the company, require directors and senior managers to take action
correct; correct;
(4) Proposing to convene an extraordinary shareholders' meeting and failing to perform the duties of convening and presiding over the shareholders' meeting as stipulated in the Company Law on the board of directors
Convening and presiding over shareholders’ meetings from time to time;
(5) Submit proposals to the shareholders’ meeting;
(6) Prosecution against directors and senior managers in accordance with Article 151 of the Company Law and these Articles of Association
lawsuit; lawsuit
(7) If any abnormality in the company's operating conditions is discovered, an investigation can be conducted; if necessary, an accounting firm or lawyer can be hired
Professional organizations such as law firms assist in their work, and the costs are borne by the company.
(8) Other powers that should be exercised by the Board of Supervisors in accordance with laws and regulations.
Article 139 The Board of Supervisors shall hold at least one meeting every six months. Supervisors may propose to convene an extraordinary supervisory board meeting. When convening a meeting of the Board of Supervisors, a written notice of the meeting shall be issued two days in advance and delivered to all supervisors. If the situation is urgent and it is necessary to convene an extraordinary meeting of the Supervisory Board as soon as possible, the meeting notice may be issued at any time orally or by telephone, but the convener shall explain at the meeting that the emergency situation requires the convening of an extraordinary meeting of the Supervisory Board.
Article 140 The notice of meeting of the Board of Supervisors shall include the following contents:
(1) The date, place and duration of the meeting;
(2) Reasons and issues;
(3) Date of issuance of notice.
Article 141 The voting on resolutions of the Board of Supervisors shall be based on one person, one vote. Topics for the board of supervisors meetings should be drafted in advance and corresponding decision-making materials should be provided. The resolution adopted by the Board of Supervisors shall be approved by the vote of more than half of the supervisors. and signed by all supervisors present at the meeting.
Article 142 The Board of Supervisors shall make meeting minutes of its decisions on matters discussed, and the meeting minutes shall be true, accurate and complete. The supervisors and record takers attending the meeting shall sign on the meeting minutes.
Supervisors have the right to require some explanatory record of their speeches at the meeting to be recorded in the minutes. The meeting minutes of the supervisory board shall be kept as company files for 10 years.
Article 143 Matters related to the meeting of the board of supervisors that are not stipulated in this section shall be governed by the provisions of the meeting of the board of directors.
Chapter 8 Financial Accounting System, Profit Distribution and Auditing
Section 1 Financial Accounting System
Article 144 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.
The company shall disclose its annual report within four months from the end of each fiscal year and its interim report within two months from the end of the first half of each fiscal year.
The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws and regulations, the provisions of the China Securities Regulatory Commission and the National Equities Exchange and Quotations.
Article 145 In addition to the statutory accounting books, the company shall not establish any other accounting books. The company's assets are not stored in accounts opened in any individual's name.
Article 146 When a company distributes its after-tax profits for the year, it shall withdraw 10% of its after-tax profits and include them in the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals can be made.
If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first make up for the losses with the current year's profits before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.
The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund will be distributed to shareholders in proportion to their shares.
If the shareholders' meeting 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 are not allowed to participate in the distribution of profits.
Article 147 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be used to increase the company's registered capital. To make up for the company's losses from the public reserve fund, the discretionary public reserve fund and statutory public reserve fund shall be used first; if it still cannot be made up, the capital public reserve fund may be used in accordance with regulations.
When the statutory reserve fund is converted into registered capital, the remaining reserve fund shall be no less than 25% of the company's registered capital before the conversion.
Article 148 The company’s profit distribution policy is: (1) According to the company’s profit situation and other actual conditions, dividends to shareholders shall be paid in cash or shares. (2) The company's profit distribution should pay attention to reasonable investment returns for shareholders, and the profit distribution policy should maintain continuity and stability. (3) Conditions and proportions of cash dividends distributed by the company: If the company is profitable for the year, the accumulated undistributed profits are positive, and there are no major investment plans or major cash expenditures that affect profit distribution, the company may distribute dividends in cash.
Article 149 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.
Section 2 Internal Audit
Article 150 The company implements an internal audit system and is equipped with full-time auditors to conduct internal audit supervision of the company's financial revenue and expenditure and economic activities.
Article 151 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 152 A company shall hire an accounting firm that is qualified to engage in securities-related business to provide auditing of accounting statements, verification of net assets and other related consulting services. The appointment period is one year and can be renewed.
Article 153 The company's appointment of an accounting firm must be decided by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.
Article 154 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the accounting firm hired, and shall not refuse, conceal or make false statements.
Article 155 The audit fees of an accounting firm shall be determined by the shareholders' meeting.
Article 156 When the company decides to dismiss or not to renew the appointment of the accounting firm, it shall notify the accounting firm 30 days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions. The notice issued by the company shall be made in the form of announcement. Once the announcement is made, all relevant persons shall be deemed to have received the notice. If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there is any misconduct in the company.
Chapter 9 Investor Relations Management
Article 157 If the company's shares are approved for public transfer on the National Equities Exchange and Quotations, the company shall properly manage investor relations in accordance with laws, administrative regulations, departmental rules, and the business rules of the National Equities Exchange and Quotations.
Basic principles of the company’s investor relations management:
(1) Principle of full information disclosure: In addition to mandatory information disclosure, companies should also proactively disclose other information that investors are concerned about.
other relevant information to fully protect investors’ right to know and other legitimate rights and interests and clean up the company’s property;
(2) Principles of compliance information disclosure: comply with national laws, regulations and securities regulatory authorities, national small and medium-sized enterprise share transfer
Let the system regulate company information disclosure to ensure that information disclosure is true, accurate, complete and timely;
(3) The principle of equal opportunities for investors: treat all shareholders and potential investors of the company fairly and avoid being selective
information disclosure;
(4) Principle of high efficiency and low consumption: When choosing a working method for investor relations, give full consideration to improving communication efficiency and reducing communication costs.
cost;
(5) Principle of interactive communication: actively listen to investors’ opinions and suggestions, and achieve two-way communication between the company and investors
communication to form a positive interaction;
(6) Confidentiality principle: When carrying out investor relations activities, the company should pay attention to the confidentiality of unpublished information and internal information to avoid
Avoid and prevent leaks of information and related insider trading.
Article 158 The work content of the company’s investor relations management includes:
(1) The company’s development strategy, including the company’s development direction, development plan, competition strategy and operating principles;
(2) Statutory information disclosure and explanations, including regular reports and temporary announcements;
(3) Operation and management information that the company can disclose in accordance with the law, including production and operation status, financial status, new products or
Research and development of new technologies, operating performance, dividend distribution, etc.;
(4) Major matters that the company can disclose in accordance with the law, including the company’s major investments and changes, asset restructuring, acquisitions and mergers, external cooperation, external guarantees, major contracts, related transactions, major litigation or arbitration, and management
information such as layer changes and changes in controlling shareholders;
(5) Corporate culture construction;
(6) Other information disclosed in accordance with laws, regulations and securities regulatory authorities;
(7) Company-related information that investors are concerned about.
Article 159 When conducting investor relations activities, companies should pay attention to the confidentiality of unpublished information and internal information to avoid and prevent leaks and related insider trading; once leaks occur, the company should promptly disclose them in accordance with relevant regulations.
Disputes between the company and its investors can be resolved through negotiation on their own, submitted to a professional securities and futures dispute mediation agency for mediation, or filed with the People's Court of the place where the company is domiciled.
Article 160 The secretary to the company's board of directors shall serve as the specific person in charge of investor relations management and shall carry out investor relations management work under the leadership of the board of directors. The company's other functional departments, holding subsidiaries, jointly controlled enterprises and all employees are obliged to actively assist the secretary of the board of directors in implementing investor relations management.
Article 161 If the company voluntarily applies for termination of listing or is forced to terminate listing by the National Equities Exchange and Quotations, it shall strictly implement the principle of giving priority to the protection of investors' rights and interests and fully protect the rights and interests of investors.
(1) In the case of voluntary termination of listing, the company shall fully disclose the specific reasons for the termination of listing and subsequent operating arrangements before making a resolution to terminate listing, and the shareholders' meeting shall make a special resolution on the matter of termination of listing. At the same time, the company shall provide legal and feasible protection measures for all dissenting investors.
(2) In the case of forced termination of listing, the company shall promptly disclose the risk matters of the stock being terminated from listing, and take measures to protect investors' rights to know and participate in according to law. And establish or designate a special department to be responsible for docking investors' demands, and shall not harm the legitimate rights and interests of investors.
Chapter 10 Information Disclosure
Article 162 If the company's shares are approved for public transfer on the National Equities Exchange and Quotations, the company shall formulate relevant information disclosure systems, perform information disclosure obligations in accordance with relevant laws, regulations and rules, and promptly and accurately disclose the company's major information.
Article 163 If the company's stocks are approved for public transfer on the National Equities Exchange and Quotations, the company shall disclose regular reports and temporary reports on time through designated channels and methods in accordance with the content, format and time specified by the National Equities Exchange and Quotations.
Article 164 The company's information disclosure work is under the unified leadership of the board of directors. The chairman of the board is the primary person responsible for the company's information disclosure, and the secretary to the board of directors is the specific person in charge of information disclosure. The company's directors, supervisors, senior managers and other persons with knowledge of the information shall not release undisclosed information of the company to the outside world without the written authorization of the board of directors.
Article 165 The company and its directors, supervisors, and senior managers shall ensure that the information disclosed by the company is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions, and bear corresponding legal liability for its truthfulness, accuracy, and completeness.
Chapter 11 Notice
Article 166 The company’s notice shall be issued in the following forms:
(1) Delivered by special person;
(2) Sent by letter or email;
(3) Sent by fax or telephone;
(4) Issued by announcement (notices issued by the company in the form of announcements, once announced, are deemed to be
Notification received);
(5) Other forms stipulated in this Articles of Association.
Article 167 Notices of meetings of the company’s shareholders, board of directors, and board of supervisors shall be sent by hand, by letter, email, fax, telephone, or by announcement.
Article 168 The person to be served should keep the delivery address, mail address, email address, fax number, and telephone number with the company for record. If there is any change, the company must be notified of the change in a timely manner. The company's notice shall be subject to the filing information.
If the company's notice is sent by person, the recipient shall sign (or stamp) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company's notice is sent by mail, the seventh working day from the date of delivery to the post office shall be the date of delivery; if the company's notice is sent by fax or email, If the company notice is sent by email or fax, the date of delivery shall be the date of delivery; if the company notice is sent by telephone, the date of notification recorded in the telephone notification record shall be the date of delivery; if the company notice is sent by announcement, once the announcement is made, all relevant persons shall be deemed to have received the notice.
Article 169 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or such person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.
Chapter 12 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation
Section 1 Merger, spin-off, capital increase and capital reduction
Article 170: Company mergers may be mergers by absorption or mergers by new establishment.
When a company absorbs other companies, it is called a merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.
Article 171 When a company merges, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify its creditors within 10 days from the date of making the merger resolution and make an announcement in a newspaper 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 172 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 173 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.
Article 174 The debts incurred before the division of the company shall be jointly and severally borne by the company after the division. However, this shall not be the case unless otherwise agreed upon in a written agreement between the company and its creditors regarding debt settlement before the division.
Article 175 When a company needs to reduce its registered capital, it must prepare a balance sheet and property list.
The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
When a company reduces its registered capital, it shall reduce its capital contribution or shares accordingly in proportion to the capital contribution or shares held by the shareholders, unless otherwise provided by law or the articles of association.
Article 176 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 177 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 for resolution.
Dispersed 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 178 If a company falls under the circumstances specified in Item (1) of Article 176 of the Articles of Association and has not yet distributed property to shareholders, it may continue to exist by amending the Articles of Association.
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 179 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 176 of this Article, a liquidation group shall be established within 15 days from the date of occurrence of the reasons for dissolution and liquidation shall begin. The liquidation committee shall be composed of directors or persons determined by the shareholders' meeting, unless otherwise provided in the Articles of Association or by resolution of the shareholders' meeting to elect another person. If a liquidation group is not established within the time limit for liquidation, creditors may apply to the People's Court to appoint relevant personnel to form a liquidation group for liquidation. If the obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.
Article 180 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 181 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall 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 182 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 shall not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.
Article 183 If, after cleaning up the company's property and preparing a balance sheet and property list, the liquidation team finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law.
After the company is declared bankrupt by the People's Court, the liquidation team shall transfer the liquidation matters to the People's Court.
Article 184 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 185 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 186 If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.
Chapter 13 Modification of the Articles of Association
Article 187 The company shall amend its articles of association under any of the following circumstances:
(1) After the Company Law or relevant laws and administrative regulations are revised, the matters stipulated in the articles of association shall be consistent with the revised laws and regulations.
Conflict with the mandatory provisions of laws and regulations;
(2) The company's situation changes and is inconsistent with the matters recorded in the articles of association;
(3) The shareholders' meeting decides to amend the articles of association.
If the situation mentioned in paragraph 1 (1) of this article occurs, the company shall implement the mandatory regulations from the date when the mandatory regulations take effect.
Article 188 If the amendments to the articles of association passed by the resolution of the shareholders' meeting should be reviewed and approved by the competent authority, they must be reported to the competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law.
Article 189 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders' meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities.
Chapter 14 Supplementary Provisions
Article 190 Interpretation
(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total share capital; although the proportion of shares they hold is less than 50%, the voting rights they enjoy based on the shares they hold are enough to have a significant impact on the resolutions of the shareholders' meeting.
Influential shareholders.
(2) The actual controller refers to someone who, although not a shareholder of the company, can control the company through investment relationships, agreements or other arrangements.
Someone who can actually control the behavior of the company.
(3) Related relationships shall be determined in accordance with the provisions of Article 4 of "Accounting Standards for Business Enterprises No. 36".
(4) "Audited net assets" or "audited total assets" refer to the company's most recent audited consolidated financial results.
The absolute value of net assets (owners’ equity) or total assets at the end of the financial reporting period.
(5) Routine related transactions refer to the purchase of raw materials, fuel, and power, the sale of products and commodities, the provision or receipt of labor services, the lease of assets for a period of more than one year (including one year), and the ongoing transactions between the company and its related parties.
Sexual guarantees and other transactions related to daily operations.
Article 191 The words “above”, “within” and “below” in this Articles include the original number; “less than”, “beyond”, “less than”, “more than” and “exceed” do not include the original number.
Article 192 Matters stipulated in this Articles of Association that occur in the company's controlled subsidiaries shall be deemed as major events that occur in the company, and the provisions of the aforementioned chapters shall apply.
Article 193 The company formulates the rules of procedure for the shareholders’ meeting, the board of directors and the board of supervisors, which shall be reviewed and approved by the company’s shareholders’ meeting and shall be included as an attachment to this Articles of Association.
Article 194 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.
Article 195 Matters not covered in this Article of Association shall be implemented in accordance with the relevant national laws, regulations, departmental rules and normative documents. If the provisions of this Articles of Association are inconsistent with the provisions of laws, regulations, departmental rules, and normative documents promulgated or revised by the state in the future, the provisions of the latter shall apply, and this Articles of Association shall be revised in a timely manner.
Article 196 This Article of Association shall come into effect from the date of review and approval by the company’s shareholders’ meeting.
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Guangzhou Juneng Nano Biotechnology Co., Ltd.
August 24, 2026