[Temporary Announcement] Huaketai: Announcement of Proposed Amendment to the "Articles of Association"
Announcement number: 2026-032
Securities code: 873748 Securities abbreviation: Huaketai Sponsoring broker: Guolian Minsheng Underwriting Sponsor
Beijing Huaketai Biotechnology Co., Ltd.
Announcement of Proposed Amendment to the Articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Revision content
√Revise original terms √Add new terms √Delete terms
In accordance with the Company Law, the Measures for the Supervision and Administration of Unlisted Public Companies, the Articles of Association and other relevant provisions, the company plans to amend some provisions of the Articles of Association. The specific contents are as follows:
(1) Comparison of revised terms
Before revision After revision
Full text "Shareholders' meeting" Full text "Shareholders' meeting"
Full text "Financial Director" Full text "Financial Manager"
Article 1 To safeguard the legitimate rights and interests of Beijing Huakotai Biotechnology Co., Ltd. (hereinafter referred to as the "Company" or joint stock limited company (hereinafter referred to as the "Company" or the "Company"), shareholders and creditors (the "Company"), shareholders, employees and creditors, and to regulate the organization and behavior of the company, in accordance with the "Legitimate Rights and Interests, Regulate the organization and behavior of the company, in accordance with the Company Law of the People's Republic of China" (hereinafter referred to as the "Company") According to the relevant provisions of laws, administrative regulations, departments and normative documents such as the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Guidelines for the Supervision of Unlisted Public Companies No. 3 of the People's Republic of China - Securities Law" and other laws, administrative regulations, departmental rules and regulations and other relevant provisions of the regulations, the relevant regulations and normative documents of this department are formulated and the regulations are formulated.
This Charter.
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Article 7 The general manager is the legal representative of the company. Article 7 The general manager is the legal representative of the company. If the general manager who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time.
If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation of the legal representative.
Representative
Article 12 The company's business scope is: technology development. Article 12 The company's business scope is: technology development, technology transfer, technology consulting, technical services, technology development, technology transfer, technical consulting, technical services, technical testing; wholesale of first-class medical devices; wholesale technical testing; sales of first-class medical devices; second-class and second-class medical devices; product design; sales of office medical devices; product design; sales of office-specific equipment and accessories, laboratory-specific equipment and accessories Special equipment and accessories, special laboratory equipment and accessories, general equipment and accessories, chemical products (excluding parts, general equipment and accessories, chemical products (excluding hazardous chemicals); medical research; import and export of goods; hazardous chemicals); medical research; import and export of goods; technology import and export; agency import and export; leasing of commercial technology import and export; agency import and export; leasing of commercial buildings and office buildings (not used as physical market operation premises, office buildings (not allowed as tangible market operation premises); leasing of medical equipment; production of medical equipment premises); leasing medical equipment; producing medical equipment in vitro diagnostic reagents (chemiluminescence kits, fluorescence in vitro diagnostic reagents (chemiluminescence kits, fluorescence immunochromatography kits), clinical testing equipment; immunochromatography kits), clinical testing equipment; wholesale of Class III medical devices. (The wholesale of Class III medical devices is subject to market supervision. (The business scope approved by the market supervision authority shall prevail)
Article 35 The shareholders of the company enjoy the following rights: Article 35 The shareholders of the company enjoy the following rights:
(1) Receive dividends and other forms of benefit distribution in accordance with the share of shares held by it;
(2) Request, convene, host, and participate in accordance with the law, appoint shareholders' agents to attend the shareholders' meeting, and exercise or appoint shareholders' agents to participate in the shareholders' meeting and exercise corresponding voting rights; exercise corresponding voting rights;
(3) Supervise the company’s business activities and propose (3) Supervise the company’s business activities and propose
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Suggestion or inquiry; Suggestion or inquiry;
(4) In accordance with the provisions of laws, administrative regulations and these Articles of Association (4) In accordance with the provisions of laws, administrative regulations and these Articles of Association, transfer, gift or pledge the shares held by it;
(5) Check the Articles of Association, shareholder list, corporate bonds (5) Check the Articles of Association, shareholder list, corporate bond stubs, shareholders’ meeting minutes, board meeting stubs, shareholders’ meeting minutes, board meeting resolutions, supervisory board meeting resolutions, and financial accounting reports;
(6) When the company is terminated or liquidated, it shall participate in the distribution of the company's remaining property according to the share of shares held individually or collectively for more than 180 consecutive days; shareholders holding more than 3% of the company's shares may write
(7) Shareholders who object to the company's merger or split application made by the general meeting of shareholders and explain the purpose, review the company's accounting resolution, and request the company to acquire their accounting books and accounting vouchers.
shares held; (6) When the company is terminated or liquidated, the shares held by it shall be
(8) Other rights stipulated in laws, administrative regulations, departmental rules or this Chapter's share shares in the distribution of the company's remaining property; (7) Shareholders who object to the company merger or division resolution made by the shareholders' meeting require the company to acquire the shares they hold;
(8) Laws, administrative regulations, departmental rules or this chapter
other rights stipulated in the regulations.
Article 37 If the contents of the resolutions of the company's shareholders' meeting and the board of directors violate laws and administrative regulations, shareholders have the right to request the People's Court to determine them to be invalid. The right to request the People's Court to find it invalid.
If the convening procedures and voting methods of the shareholders' meeting and the board of directors violate laws, administrative regulations or these Articles of Association, or the content of the resolution violates these Articles of Association, the shareholder shall have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. The court reversed. 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 earnestly perform their duties and ensure the normal operation of the company
operation.
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Article 42 Controlling shareholders and actual controllers of the company Article 42 Controlling shareholders and actual controllers of the company shall not use their affiliated relationships to harm the interests of the company. Persons shall not use their affiliated relationships to damage the interests of the company and the legitimate rights and interests of other shareholders. Violate relevant laws and the legitimate rights and interests of other shareholders. Anyone who violates relevant laws, regulations and articles of association, complies with the laws, regulations and articles of association of the company and other shareholders, and causes losses to the company and other shareholders shall bear liability for compensation. If the owner causes losses, he shall be liable for compensation. The company's controlling shareholders and actual controllers have fiduciary obligations towards the company and other shareholders. Other shareholders have a fiduciary duty.
Controlling shareholders should exercise their rights as investors in strict accordance with the law. Controlling shareholders shall not use profit distribution, asset reorganization, external investment, capital occupation, loan guarantee reorganization, external investment, capital occupation, loan guarantee, etc. to damage the legitimate rights and interests of the company and other shareholders. They shall not use their controlling position to damage the company and its interests, and shall not use their controlling position to damage the interests of the company and other shareholders. interests of other shareholders.
If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, the director or senior manager shall
Personnel bear joint and several liability.
Article 43 The shareholders’ meeting is the company’s power. Article 43 The shareholders’ meeting is the company’s power organ and shall exercise the following powers in accordance with the law:
(1) Determine the company’s business policies and investment plans; (1) Elect and replace employees who are not employee representatives
(2) Elect and replace directors and supervisors who are not employee representatives, decide on reports to directors and supervisors, and decide on remuneration matters for directors and supervisors;
remuneration matters; (2) Review and approve the report of the board of directors;
(3) Review and approve the report of the board of directors; (3) Review and approve the report of the board of supervisors;
(4) Review and approve the report of the Board of Supervisors; (4) Review and approve the company’s profit distribution plan and
(5) Review and approve the company’s annual financial budget and loss recovery plan;
(5) Make plans to increase or decrease the company’s registered capital;
(6) Review and approve the company’s profit distribution plan and issue resolutions;
Plan to make up for losses; (6) Make a resolution on the issuance of corporate bonds;
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(7) To make a resolution to increase or reduce the registered capital of the company;
(8) Make resolutions on the issuance of corporate bonds; (8) Amend this Articles of Association and formulate and amend shareholders’ meetings
(9) To make resolutions on the company’s merger, division, dissolution, liquidation or procedural rules, board of directors’ rules of procedure, and supervisory board members’ changes to the company’s form; rules and in accordance with laws, administrative regulations, departmental rules,
(10) Modify the Articles of Association, formulate and amend the regulatory documents of the general meeting of shareholders or the provisions of the Articles of Association and the rules of procedure, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors meeting and the company system that should be formulated and modified by the shareholders' meeting in accordance with the laws, administrative regulations and departmental rules;
Articles of Association, regulatory documents of regulatory authorities or the provisions of these Articles of Association (9) The decisions of the company’s hiring and dismissal of accounting firms and the shareholders’ meeting shall be formulated and passed by the shareholders’ meeting;
The revised company system; (10) Review and approve the responsibilities of Article 44 of this Articles of Association
(11) Guarantee matters regarding the company’s hiring and dismissal of accounting firms;
Make resolutions; (11) Consider and approve changes in the use of raised funds
(12) To review and approve the items in Article 44 of this Charter;
Guarantee matters; (12) Review the equity incentive plan;
(13) Review and approve changes in the use of raised funds (13) Review laws, administrative regulations, and departmental rules;
(14) Review the equity incentive plan; other matters decided by the East Council.
(15) Review of laws, administrative regulations, and departmental rules. The shareholders' meeting may authorize the board of directors to make resolutions on the issuance of corporate bonds or the issuance of corporate bonds or the bonds shall be determined by the Articles of Association or the shareholders' meeting.
Other matters decided by the general meeting of shareholders.
Article 61 When the company convenes a general meeting of shareholders, the board of directors, board of supervisors and shareholders who individually or collectively hold more than 1% or 3% of the company's shares have the right to propose proposals to the company. case.
Shareholders who individually or collectively hold more than 3% of the company's shares and shareholders who individually or collectively hold more than 1% of the company's shares may propose an interim proposal ten days before the shareholders' meeting and submit it in writing to the convener. The convener shall promptly propose the proposal and submit it in writing to the convener. The convener shall issue a general meeting of shareholders within two days after receiving the proposal. A supplement to the general meeting of shareholders shall be issued within two days after receiving the proposal.
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Supplementary notice setting out the contents of the provisional proposal. Notice setting out the contents of the provisional proposal.
Except for the circumstances stipulated 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. listed proposals or add new ones.
If a proposal is not listed in the notice of the shareholders' meeting or does not comply with the provisions of Article 60 of this Chapter, the shareholders' meeting shall not vote and make a resolution.
Article 66 The place where the company holds the general meeting of shareholders. Article 65 The place where the company holds the general meeting of shareholders is: the company’s regular office or the place specified in the notice of the general meeting. determined location.
The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. Companies can use safe, economical and convenient voting methods, or use other electronic methods such as video and online meetings to provide shareholders with communication methods to hold and vote at the general meeting of shareholders, or a combination of the two for convenience. Shareholders who participate in the general meeting of shareholders through the above-mentioned methods, or by electronic communication, are deemed to be present. The company will provide legal and effective voting methods. All shareholders or their proxies who are registered on the equity registration date are entitled to attend the shareholders' meeting. The company and its proxies are entitled to attend the shareholders' meeting. The company and the convener may not refuse for any reason. The collector may not refuse for any reason.
Article 76: The shareholders’ meeting is convened by the board of directors. Article 75: If the shareholders’ meeting is convened by the board of directors, the chairman of the board of directors shall preside over the meeting. The chairman cannot perform the duties. The chairman shall preside over the meeting. If the chairman of the board of directors is unable to perform his duties or fails to perform his duties, the meeting shall be chaired by a director jointly elected by more than half of the directors or colleagues. A director elected by the same party presides over the meeting.
If the Board of Directors is unable or fails to perform its duty of convening a general meeting of shareholders, the Board of Supervisors shall convene and preside over the meeting in a timely manner; if the Board of Supervisors fails to convene and preside over the meeting, it shall be held for more than ninety consecutive days; If the shareholders of the shares can convene and host the meeting themselves. If the host of the meeting cannot be elected, the host of the meeting shall be elected by the shareholder attending the meeting who holds the most shares with voting rights (including the shareholder who holds the most shares with voting rights (including
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Shareholder agent) presided over the meeting. Shareholder agent) presided over the meeting.
A shareholders' meeting convened by the Board of Supervisors on its own initiative shall be presided over by the Chairman of the Board of Supervisors. The chairman of the supervisory board cannot perform his duties or chair the meeting. When the Chairman of the Board of Supervisors is unable or fails to perform his duties, he shall be elected by a supervisor jointly recommended by more than half of the supervisors. A supervisor presides.
A shareholders' meeting convened by a shareholder shall be presided over by a representative recommended by the convener. Representative presided over.
When convening a shareholders' meeting, the presiding officer violates the rules of procedure and makes it impossible for the shareholders' meeting to continue. With the consent of more than half of the shareholders with more than half of the voting rights present at the shareholders' meeting and attending the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting, who will succeed the meeting's presiding officer and continue the meeting. Continue the meeting.
Article 78 At the annual shareholders' meeting, the directors shall make a report on their work in the past year to the shareholders' meeting, and the independent directors shall make a report to the shareholders' meeting.
job report.
Article 84 The resolutions of the shareholders' meeting are divided into ordinary resolutions. Article 83 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions. meetings and special resolutions.
Ordinary resolutions made by the general meeting of shareholders shall be passed by more than one-half of the voting rights held by shareholders (including proxies of shareholders) present at the general meeting of shareholders. Passed by more than half of the votes.
Special resolutions made by the general meeting of shareholders shall be passed by more than two-thirds of the voting rights held by shareholders (including proxies of shareholders) present at the general meeting of shareholders. More than two-thirds of the votes passed.
The legal powers of the shareholders' meeting shall not be exercised by the board of directors or other institutions or individuals in the form of authorization. make.
Article 87 Shareholders (including shareholders’ agents) Article 86 Shareholders (including shareholders’ agents) shall act based on the number of voting shares they hold.
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Each share shall have one voting right, unless otherwise provided by laws and regulations. Except as otherwise provided by laws and regulations.
The company's shares held by the company have no voting rights, and these shares are not included in the total number of voting shares present at the shareholders' meeting. The total number of shares of the right.
A company's controlled subsidiary shall not acquire the company's shares. A company's controlled subsidiary shall not acquire the company's shares. If it does hold shares for special reasons, it shall be eliminated within one year according to law. Before the aforementioned situation is eliminated, the situation shall be eliminated in accordance with the law. Before the above situation is eliminated, the holding subsidiary shall not exercise the voting rights corresponding to the shares held by the company, and these shares will not be counted in the corresponding voting rights, and this part of the shares will not be counted in the total number of shares with voting rights present at the general meeting of shareholders. The total number of shares with voting rights held by shareholders.
The board of directors, independent directors and shareholders who meet relevant prescribed conditions and hold more than 1% of the voting rights may solicit shareholder voting rights. Solicitation of Votes Shareholders may solicit shareholder votes. The solicitation of voting rights shall fully disclose voting intentions and other information to the persons being solicited, and shall not be carried out in a paid or disguised manner. Information, and shall not be carried out in a paid or disguised manner. conduct.
Article 91 Director Candidates and Shareholder Representatives Article 90 The list of supervisor candidates serving as director candidates and shareholder representatives shall be submitted to the general meeting of shareholders for voting. Shareholders will vote.
When the shareholders' meeting votes on the election of directors and supervisors, a cumulative voting system may be implemented based on the resolution of the shareholders' meeting. The cumulative voting system refers to the election system for shareholders’ meetings. The cumulative voting system means that when the shareholders' meeting elects directors or directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected. Shareholders and supervisors have the same voting rights. Shareholders may concentrate their total votes to vote for one candidate or vote separately for several director and supervisor candidates. Several candidates for directors and supervisors. The votes of each candidate director, candidate director and supervisor will be counted separately, and the candidate with the most votes will be elected. Take elected. When a cumulative voting system is adopted, the proposals of different candidates for the election of directors or supervisors can be summarized as one.
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It is always submitted as a proposal to the general meeting of shareholders for voting. The proposal is submitted to the shareholders' meeting for a vote.
The board of directors shall inform shareholders of the resumes and basic information of candidate directors and supervisors. Resume and basic information.
When the number of candidates for directors or supervisors is the same as the number of directors or supervisors to be elected, the elected directors or supervisors shall be approved by votes obtained by more than one-half of the number of shares held by shareholders attending the general meeting of shareholders. Passed by more than half of the votes.
When the number of candidates for directors or supervisors is less than the number of directors or supervisors to be elected, the elected directors or supervisors shall be approved by votes obtained by more than one-half of the number of shares held by shareholders attending the shareholders' meeting. Passed by more than half of the votes.
When the number of candidates for directors or supervisors is more than the number of directors or supervisors to be elected, the elected directors or supervisors shall be approved by more than one-half of the number of shares held by the shareholders attending the shareholders' meeting, and shall be approved by the number of votes obtained. If more than half of the votes are passed, the number of votes obtained shall be in order, until the number of candidates for election is filled; if the number of votes for the last few candidates is equal, it cannot be confirmed that the number of votes for the candidates is equal, and the winner cannot be determined, the candidates with the same number of votes shall be re-voted, and the candidate with the equal number of votes shall be re-voted, and the candidate with the most votes shall be elected. The one with the most votes is elected.
Article 98 Resolutions of the shareholders' meeting shall be made in a timely manner. Article 97 Resolutions of the shareholders' meeting shall be read out or notified to shareholders in a timely manner. Read or notify shareholders.
If the proposal is not passed, or the proposed change of this shareholders' meeting is not passed, or the resolution of the previous shareholders' meeting before this shareholders' meeting is changed, if the resolution should be passed at the second shareholders' meeting, a special reminder should be made in the public resolution of the shareholders' meeting. Special reminder is given in the report.
Article 101 A director of a company is a natural person, and the following conditions apply: Article 100 A director of a company is a natural person and cannot serve as a director of the company if one of the following circumstances occurs: Under any of the following circumstances, he cannot serve as a director of the company:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct; (1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) Due to corruption, bribery, misappropriation of property, misappropriation of property (2) Due to corruption, bribery, misappropriation of property, misappropriation of property
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If a person is deprived of political rights due to a crime and the execution period has not been more than five years, or he is deprived of political rights for a crime and the execution period has not been more than five years, or he is deprived of political rights for a crime and the execution period has not been more than five years; if he is sentenced to a suspended sentence and the execution period has not been more than five years;
(3) He has been a director of a company or enterprise that is subject to bankruptcy and liquidation for less than two years;
(3) If a director or director of a company or enterprise who is in charge of bankruptcy liquidation is personally liable for the bankruptcy liquidation of the company or enterprise, it has not been more than three years since the bankruptcy liquidation of the company or enterprise;
(4) It has not been more than three years since the date when the person in charge was revoked of his business license or ordered to liquidate his property due to violation of laws;
The legal representative of a closed company or enterprise, and shall bear personal liability.
(5) A relatively large amount of debt borne by an individual has not expired. It has not been more than three years since the date of business license or order to close;
(6) Being banned from the securities market by the China Securities Regulatory Commission for repayment or being listed as a dishonest executor by the people's court; measures or determination as an unsuitable candidate, but the period has not expired.
(7) Being transferred to the National Equities Exchange and Quotations Company or stock exchange;
(7) The person who is deemed unfit to serve as a director or supervisor of the company (7) is subject to disciplinary sanctions by the National Equities Exchange and Quotations Corporation or the stock exchange and a senior manager, but the time limit has not yet expired. The person who is deemed unfit to serve as a director or supervisor of the company has expired;
(8) Expiration of laws, administrative regulations or departmental rules and regulations of China;
Other contents stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations (8) Laws, administrative regulations or departmental rules, and Chinese contents. If any other person stipulated by the China Securities Regulatory Commission and National Equities Exchange and Quotations violates the provisions of this article to elect or appoint directors, the election shall be deemed as such.
Elevation and delegation are invalid. If a director elects or appoints a director in violation of the provisions of this article during his term of office, the company shall remove him from office. Elevation and delegation are invalid. The occurrence of this issue during the term of office of a director
Under such circumstances, the company shall terminate his duties.
Article 103 Nomination and Selection Process for Directors Article 102 Nomination and Selection Process for Directors
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The sequence is as follows: The sequence is as follows:
(1) Director candidates (excluding independent directors) (1) Director candidates are nominated by the board of directors or shareholders who collectively hold more than 3% of the company's voting shares, and are nominated by the company's shareholders and elected by the company's shareholders' meeting; elected by the shareholders' meeting; (2) Director candidates should be issued and convened at the shareholders' meeting.
(2) Nomination method and selection of independent directors of the company. Make a written commitment before notification, agreeing to accept the nomination process in accordance with laws, administrative regulations, and departmental rules. Commit to provide true and complete personal information and guarantee the effective performance of director obligations after being elected according to the relevant provisions of the National Equities Exchange and Quotations or the Articles of Association.
execute;
(3) Candidates for directors should be informed of the general meeting of shareholders
Make a written commitment prior to notification of the meeting and agree to accept the proposal
name, and promises that the personal information provided is true, complete and
Ensure that directors’ obligations are fulfilled after being elected.
Article 104 Directors shall abide by laws and administrative regulations. Article 103 Directors shall abide by laws, administrative regulations and these Articles of Association, and have the following loyal duties to the company: Obligations:
(1) Shall not use his or her authority to accept bribes or other illegal income, or misappropriate the company's property;
(2) No misappropriation of company funds; (2) No misappropriation of company funds;
(3) Company assets or funds shall not be stored in the name of the person who opened an account in his or her own name or in the name of another individual; or in the name of another individual;
(4) Shall not violate the provisions of these Articles of Association and, without the approval of the shareholders' meeting or the board of directors, lend company funds to others or provide guarantee for others with company property;
(5) Shall not violate the provisions of these Articles of Association or enter into any transaction with the Company or conduct transactions without the approval of the shareholders' meeting;
(6) Not taking advantage of the position without the approval of the shareholders’ meeting (6) Failure to report to the shareholders’ meeting or the board of directors and obtain approval from the shareholders
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Conveniently, seek for yourself or others business opportunities that should belong to the company. The resolution of the executive meeting or board of directors shall not use your position to engage in business for yourself or for others. Business opportunities that should belong to the company;
(7) You are not allowed to accept commissions for transactions with the company, which are classified as stipulated in the articles of association, and cannot take advantage of the business opportunities except for your own; (except), self-operate or operate for others with the company.
(8) Do not disclose company secrets without authorization;
(9) Not to use its affiliated relationship to harm the interests of the company. (7) Not to accept commissions from transactions with the company as personal benefits;
(10) Laws, administrative regulations, departmental rules and this Chapter (8) Company secrets shall not be disclosed without authorization;
Other obligations of loyalty stipulated in the regulations. (9) The directors shall not use their related relationships to harm the company and any income earned by directors in violation of the provisions of the preceding paragraph shall be attributed to them;
Owned by the company; if it causes losses to the company, it shall bear the liability for compensation (10) Laws, administrative regulations, departmental rules and this Chapter. Other obligations of loyalty stipulated in the regulations.
The income earned by directors in violation of the provisions of the preceding paragraph shall belong to the company; if they cause losses to the company, they shall bear the responsibility
bear liability for compensation.
Article 119 The company shall have a board of directors, which shall be responsible to the shareholders. Article 110 The company shall have a board of directors, which shall be responsible to the general meeting of shareholders. The board of directors consists of five directors and will be responsible. The board of directors consists of four directors. Among them is one independent director.
Article 125 The Board of Directors shall have one Chairman. Article 116 The Board of Directors shall have one Chairman. The chairman of the board of directors consists of half of all directors. The chairman of the board of directors is elected by more than half of all directors. elected.
Article 129 Representing one-tenth or more of the shareholders. Article 120 Representing one-tenth or more of the shareholders with voting rights, more than one-third of the directors, shareholders with two voting rights, more than one-third of the directors, or more than one-third of the independent directors or the board of supervisors may supervise the board of directors and may propose to convene an extraordinary meeting of the board of directors. The chairman of the board should discuss it. The chairman of the board of directors shall convene and preside over the board of directors meeting within ten days of receiving the proposal.
meeting.
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Article 133: A meeting of the Board of Directors must be attended by two persons. Article 124: A meeting of the Board of Directors must be attended by more than one-third of the directors. Directors The meeting can only be held if half of the directors are present. Resolutions made by the board of directors must be approved by two-thirds of all directors and must be passed by more than half of all directors. One or more pass. The voting on resolutions of the board of directors shall be based on one person, one vote. The voting on resolutions of the board of directors shall be based on one person, one vote.
Article 134 Directors and Board of Directors Meetings Article 125 Directors who are affiliated with parties related to matters resolved at the board of directors meeting shall not exercise voting rights on the resolution, nor may they exercise voting rights on behalf of other directors, nor may they exercise voting rights on behalf of other directors. Two directors shall exercise voting rights at this board meeting. The board meeting can be held if more than half of the unrelated directors are present, that is, a count of the unrelated directors are present. Resolutions made at the board meeting must be passed by more than one-half of the unrelated directors. Passed by more than half of the directors present. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders for consideration. Eastern Conference review.
Article 139 The company shall have a general manager, a deputy deputy general manager, a financial director, a general manager of the board of directors, a financial officer, and a secretary to the board of directors, who shall be appointed or dismissed by the board of directors. Among them, one secretary shall be appointed or dismissed by the board of directors. The chief financial officer is the person in charge of the company's finance, and the secretary to the board of directors, the company's general manager, deputy general manager, chief financial officer, and secretary are the person in charge of the company's information disclosure affairs. The secretary of the board of directors is a senior executive of the company. Company general manager, deputy general manager, financial director, director
The secretary of the board of directors is a senior executive of the company.
Article 143 The general manager is responsible to the board of directors. Article 134 The general manager is responsible to the board of directors and exercises the following powers:
(1) Preside over the company's production and operation management work, organize the implementation of the board of directors' resolutions, and report to the board of directors; organize the implementation of the board of directors' resolutions and report to the board of directors; work;
(2) Organize and implement the company’s annual business plan and investment plan; (2) Organize and implement the company’s annual business plan and investment plan;
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(3) Formulate a plan for the establishment of the company's internal management organization; (3) Formulate a plan for the establishment of the company's internal management organization;
(4) Formulate the company’s basic management system; (4) Formulate the company’s basic management system;
(5) Formulate specific regulations of the company; (5) Formulate specific regulations of the company;
(6) Request the board of directors to appoint or dismiss the company’s deputy general manager, financial director; general manager, financial controller and other senior management personnel;
(7) Decide on the appointment or dismissal of responsible managers other than those who shall be appointed or dismissed by the board of directors;
(8) Other powers granted by this Articles of Association or the shareholders' meeting and the board of directors. His authority.
The general manager attends board meetings. The general manager attends board meetings.
Article 151 Supervisors shall abide by laws. Article 142 Supervisors shall abide by laws, administrative regulations and these Articles of Association, and have a duty of loyalty and diligence to the company. They shall not use their powers to accept bribes or other illegal income, shall not misappropriate the company's finances or other illegal income, or misappropriate the company's property. Produce.
The provisions of this Articles of Association regarding directors’ duty of loyalty shall be the same as
The same applies to supervisors.
Article 158 The company shall establish a board of supervisors. Supervisors Article 149 The company shall have a board of supervisors. The Board of Supervisors consists of three supervisors, with a chairman. The Board of Supervisors consists of three supervisors, with a chairman. The chairman of the board of supervisors shall consist of at least one-half of all supervisors. The chairman of the board of supervisors is elected by a majority vote of all supervisors. The Chairman of the Supervisory Board convenes and presides over the appointment of supervisors. The chairman of the board of supervisors convenes and presides over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties; if the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, and more than half of the supervisors jointly perform the duties, more than half of the supervisors shall jointly elect one supervisor to convene and preside over the meeting of the board of supervisors. Supervisors convene and preside over meetings of the Board of Supervisors.
Article 160 The Board of Supervisors shall exercise the following powers: Article 151 The Board of Supervisors shall exercise the following powers:
(1) Periodic reports on company rights prepared by the board of directors should be made:
The company shall review the report and provide written review opinions; (1) The company’s regular reports prepared by the board of directors shall be reviewed and
(2) Examine the company’s financial affairs; review the report and provide written review opinions;
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(3) Performing company duties on directors and senior managers (2) Inspecting company finances;
Supervise the behavior of directors and senior managers who violate laws, administrative regulations, the Articles of Association or the resolutions of the shareholders' meeting, and make recommendations for removal of directors and senior managers who violate laws, regulations, the Articles of Association or the resolutions of the shareholders' meeting;
(4) When the behavior of directors and senior managers harms the senior managers, the senior managers make suggestions for dismissal;
When the interests of the company are in the interests of the company, directors and senior managers are required to do so. (4) When the behavior of directors and senior managers harms the interests of the company, directors and senior managers are required to correct it;
(5) Propose to convene an extraordinary general meeting of shareholders and make corrections before the board of directors;
Failure to perform the duties of convening and presiding over shareholders as stipulated in the "Company Law" (5) Proposing to convene an extraordinary shareholders' meeting, convening and presiding over the general meeting of shareholders when the board of directors fails to meet its responsibilities; Fulfilling the requirements of convening and presiding over shareholders as stipulated in the "Company Law"
(6) Propose proposals to the general meeting of shareholders; convene and preside over the general meeting of shareholders when required by the meeting;
(7) In accordance with Article 151 of the Company Law (6) Submit proposals to the shareholders’ meeting;
stipulates that lawsuits shall be brought against directors and senior managers; (7) In accordance with Article 189 of the "Company Law"
(8) If any abnormality in the company's operating conditions is found, regulations may be instituted to initiate litigation and investigation against the directors and senior managers; if necessary, an accounting firm may be hired.
(9) The provisions of laws, administrative regulations and this Articles of Association or the share capital shall be borne by the company;
Other powers granted by the Eastern Conference. (9) Laws, administrative regulations and the provisions of this Articles of Association or stock
Other powers granted by the East Council.
Article 161 The Board of Supervisors shall hold at least one meeting every six months to Article 152 The Board of Supervisors shall hold at least one meeting every six months. A meeting of the Board of Supervisors shall be held by at least two persons. A meeting of the Board of Supervisors shall be held only if more than one-third of the supervisors are present. The meeting can only be held if half of the supervisors are present.
Supervisors may propose to convene an extraordinary supervisory board meeting. Supervisors Supervisors may propose to convene an extraordinary meeting of the Supervisory Board. Meetings of the Board of Supervisors shall be notified in writing three days before the meeting. If the situation is urgent, you need to call and notify as soon as possible. If the situation is urgent and it is necessary to convene an extraordinary meeting of the Board of Supervisors as soon as possible, the Board of Supervisors may hold an extraordinary meeting of the Board of Supervisors at any time. The Board of Supervisors may issue a meeting notice by telephone or other oral means at any time, but the convener shall make a statement at the meeting. Notice, but the convener shall make a statement at the meeting.
Announcement number: 2026-032
Ming. bright.
Resolutions of the board of supervisors must be passed by more than half of the supervisors. Resolutions of the board of supervisors shall be passed by a majority vote of all supervisors.
Passed.
Article 166 The company shall prepare the company's annual financial report in accordance with the provisions of relevant laws and regulations within six months from the end of each accounting year and shall be audited by an accounting firm in accordance with the law. and be audited by an accounting firm in accordance with the law.
Article 168: After-tax profits for the year when the company distributes them Article 159: When the company distributes after-tax profits for the current year, it shall withdraw 10% of the profits and include them in the company's statutory common reserve fund. The cumulative amount of the company's statutory reserve fund is the statutory reserve fund. If the cumulative amount of the company's statutory public reserve is more than 50% of the company's registered capital, it may no longer be withdrawn. extract.
If the company's statutory common reserve fund is insufficient to make up for the losses of previous years, and the statutory common reserve fund is withdrawn in accordance with the provisions of the preceding paragraph, the profits of the current year shall first be used to make up for the losses. damage.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the optional public reserve fund from the after-tax profits upon the resolution of the shareholders' meeting. Withdraw any provident fund.
The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund will be distributed according to the proportion of shares held by shareholders, except for those that are not distributed according to the proportion of shareholdings stipulated in the Articles of Association. except.
If the shareholders' meeting violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws the statutory public reserve fund, the shareholders must return the profits distributed in violation of the regulations to the company. Return to the company. If losses are caused to the company, the shareholders and the company's shares held by the company will not participate in the distribution of profits. Responsible directors, supervisors, and senior managers shall not participate in the distribution of profits. Should bear liability for compensation.
Announcement number: 2026-032
The company's shares held by the company will not participate in the distribution of profits.
Run.
Article 169 The company’s public reserve fund shall be used to make up for the company’s losses, expand the company’s production and operation, or make up for the company’s losses, expand the company’s production and operation, or increase the company’s capital. However, the capital reserve is converted into an increase in the company's capital.
Funds may not be used to cover company losses. To make up for losses from the public reserve fund, the reserve fund and the statutory public reserve fund that were retained when the arbitrary public reserve fund was converted into capital should first be used; if it still cannot be made up, the public reserve fund can be used in accordance with the regulations.
25%. When the statutory reserve fund is converted to increase the registered capital, the remaining reserve fund will be no less than the amount of the company before the conversion.
25% of the registered capital.
Article 175 The Company's employment of accounting firms Article 166 The Company's employment and dismissal of an accounting firm must be decided by the shareholders' meeting, and the board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision. An accounting firm may be appointed before the shareholders' meeting makes a decision.
Article 185 When a company merges, the parties to the merger shall sign a merger agreement, prepare an asset and liability agreement, and prepare a balance sheet and property list. The company shall make its own merger decision and property list. The company shall notify creditors within ten days from the date of making the merger resolution, notify creditors within ten days from the date of the thirtieth meeting, and make an announcement in a newspaper within thirty days. The creditor shall make an announcement in the newspaper or the national enterprise credit information letter within thirty days from the date of receipt of the notice. If the creditor fails to receive the notice, it shall make an announcement on the publicity system. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of announcement if the creditors have not received the notice within 45 days from the date of announcement. Within forty-five days from the date of payment, the company may be required to repay the
debt or provide corresponding guarantees.
Article 187 When a company is divided, its property shall be divided accordingly. Article 178 When a company is divided, its property shall be divided accordingly. Corresponding segmentation.
When a company is divided, a balance sheet and property list must be prepared. When a company is divided, a balance sheet and property list must be prepared. The company shall make a list from the date of making the resolution to separate. The company shall notify its creditors within ten days from the date of making the resolution to separate, and shall notify its creditors within thirty days, and shall make an announcement in a newspaper within thirty days. Paper or National Enterprise Credit Information Publicity System
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Announcement.
Article 189 When a company needs to reduce its registered capital, it must prepare a balance sheet and property inventory. one.
The company shall notify its creditors within ten days from the date when it makes the resolution to reduce its registered capital, and shall notify its creditors within thirty days from the date of its resolution, and shall make an announcement in a newspaper within thirty days. The creditor shall make an announcement in the newspaper or on the public announcement system within thirty days from the date of public announcement of national enterprise credit information after receiving the notice. Creditors have the right to require the company to pay off the debts from the date of announcement or provide corresponding guarantees within 30 days from the date of receipt of the notice within 45 days from the date of receipt of the notice. Within forty-five days, the company has the right to require the company to pay off its debts or provide corresponding guarantees.
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.
outside.
Article 191 The company is dissolved for the following reasons. Article 183 The company is dissolved for the following reasons: Dissolution:
(1) The business period stipulated in these Articles expires or (1) The business period stipulated in these Articles expires or other reasons for dissolution stipulated in these Articles arise; other reasons for dissolution stipulated in these Articles arise;
(2) The shareholders’ meeting resolves to dissolve; (2) The shareholders’ meeting resolves to dissolve;
(3) Dissolution is required due to company merger or division; (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) The company has serious difficulties in its operation and management, and its continuation will cause heavy losses to the interests of shareholders. If it cannot be solved through other channels, shareholders who hold more than 10% of the voting rights of all shareholders of the company, request the People's Court to dissolve the company. The court dissolved the company.
If the company encounters the reasons for dissolution specified in the preceding paragraph, it shall
Announcement number: 2026-032
Within ten days, the reasons for dissolution shall be approved by the National Enterprise Credit
The information will be announced through the information disclosure system.
Article 192: If a company falls under the circumstances specified in Article 191, Item (1) and Article 183 of this Article, it may continue to exist by amending these Articles of Association. In the case of the above situation, and if the property has not been distributed to the shareholders, the amendment of the Articles of Association in accordance with the provisions of the preceding paragraph must be passed by the shareholders present to amend the Articles of Association or by a three-thirds vote of the voting rights held by the shareholders at the shareholders' meeting.
Two or more passed. If the Articles of Association are modified or the shareholders' meeting makes a resolution in accordance with the provisions of the preceding paragraph, it must be approved by the shareholders attending the shareholders' meeting.
passed by more than two-thirds of the voting rights held by the East.
Article 193 If the company is dissolved due to the provisions of Article 191 (1) and (2) and Article 183 of Article 183 (1), (2) (4) and (5) of this Article, it shall be liquidated within fifteen days from the date when the reasons for dissolution arise. The directors set up a liquidation group for the company's liquidation obligations and begin liquidation. The liquidation team shall be composed of directors and shall be composed of persons determined by the shareholders' meeting within fifteen days from the date when the reasons for dissolution arise. A liquidation group will be established to carry out liquidation within the time limit. If the directors set up a liquidation group for liquidation, the creditors may apply or be composed of persons determined by the shareholders' meeting. For liquidation obligations, the People's Court shall appoint relevant personnel to form a liquidation team. If a person fails to perform liquidation obligations in a timely manner, the company or debt shall be liquidated. If the right holder causes losses, he shall be liable for compensation.
Article 195 The liquidation team shall notify creditors within ten days from the date of its establishment. Article 187 The liquidation team shall notify creditors within ten days from the date of its establishment, and shall notify creditors within ten days from the sixtieth day of its establishment, and shall publish an announcement in a newspaper within sixty days. The creditor shall make an announcement on the system within 30 days from the date of receipt of the notice in a newspaper or on the public notice of national enterprise credit information. Creditors shall report their claims to the liquidation committee within 45 days from the date of announcement and within 30 days from the date of application to the liquidation committee. Within forty-five days from the date of notification, the creditors shall declare their claims to the liquidation committee and shall explain the relevant claims of the claims.
matters and provide supporting materials. The liquidation team shall declare claims to creditors and shall explain the relevant claims for registration. matters and provide supporting materials. The liquidation team should
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During the period of claiming claims, the liquidation team shall not register the creditors’ claims.
Make repayments. During the period of reporting claims, the liquidation team shall not
Make repayments.
Article 197: The liquidation team is liquidating the company. Article 189: After liquidating the company's properties and preparing the balance sheet and property list, if the liquidation team discovers that the company's property is insufficient to repay its debts, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law. Apply to the People's Court for bankruptcy liquidation.
After the company is declared bankrupt by the People's Court, the liquidation team shall hand over the liquidation affairs to the People's Court after the People's Court accepts the bankruptcy application. Transfer liquidation matters to the People's Court.
Article 199 Members of the liquidation team shall be loyal to their duties. Article 191 Members of the liquidation team shall be loyal to their duties and perform their liquidation obligations in accordance with the law. Perform duties and perform liquidation obligations in accordance with the law.
Members of the liquidation team shall not take advantage of their powers to accept bribes or other illegal income, or misappropriate company property. or other illegal income, and shall not misappropriate company property. If a member of the liquidation team neglects to perform liquidation duties due to intentional or gross negligence and causes losses to the company or its creditors, he or she shall be liable for compensation; liquidation liability. If a group member causes losses to the company or creditors intentionally or due to gross negligence, he shall be liable for compensation.
Ren.
Interpretation of Article 208 Article 200 Interpretation
(1) Controlling shareholder refers to a shareholder whose shares account for more than 50% of the company's total share capital; or a shareholder who holds more than 50% of the company's total share capital; or a shareholder who holds less than 50% of the company's total share capital; Shareholders whose voting rights are sufficient to have a significant influence on the resolutions of the general meeting of shareholders. Shareholders who have a significant impact on the resolutions of the meeting.
(2) Actual controller refers to a person who, although not a shareholder of the company, is able to actually control the company and the company's actions through investment relationships, agreements or other security agreements or other arrangements. Acting natural person, legal person or other organization.
(3) Related relationships refer to the company’s controlling shareholders, actual controllers, actual controllers, directors, supervisors and senior managers.
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Relationships with the enterprises it directly or indirectly controls, as well as relationships that may lead to the transfer of the company's interests, and other relationships that may lead to the transfer of the company's interests. However, there is no other relationship between state-controlled enterprises. However, state-controlled enterprises are related not only because they are also controlled by the state. They are related only because they are controlled by the same state.
Article 215 This Article of Association shall take effect from the date of review and approval by the Shareholders' Meeting. Article 207 This Article of Association shall take effect from the date of review and approval by the Shareholders' Meeting, which specifically applies to the date of adoption.
National Equities Exchange and Quotations
The special provisions since the company completed the national small and medium-sized enterprises
It shall come into effect on the date of listing of the Share Transfer System.
(2) New terms and conditions
Article 181 If the company still has losses after making up for its losses in accordance with the provisions of Paragraph 2 of Article 160 of this Article, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.
If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of paragraph 2 of the preceding article shall not apply, but an announcement shall be made in a newspaper or the national enterprise credit information publicity system within thirty days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.
After the company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve fund and discretionary reserve fund reaches 50% of the company's registered capital.
(3) Delete the content of the terms
Article 54 Independent directors have the right to propose to the board of directors the convening of an extraordinary general meeting of shareholders, and shall submit the proposal to the board of directors in writing. Regarding the independent directors' proposal to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the company's articles of association, provide written feedback on whether it agrees or disagrees with convening an extraordinary general meeting of shareholders within ten days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after making the resolution of the board of directors. If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons.
Announcement number: 2026-032
Article 111 The company shall establish an independent director system.
Article 112 The term of an independent director is the same as that of other directors of the company. Upon expiration of the term, he or she may be re-elected. However, if the term of office of an independent director has been six years, he or she shall not be nominated as a candidate for independent director of the company within twelve months from the date of occurrence of this fact.
Article 113 Independent directors shall attend the general meeting of shareholders and the board of directors, conduct investigations into the company's production and operation status, the construction and implementation of management and internal control systems, and the implementation of board resolutions, conduct work discussions with the company's management, and conduct on-site research on the company's major investment, production, and construction projects.
Article 114 Independent directors may resign before the expiration of their term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors and explain any circumstances related to his resignation or that he deems necessary to attract the attention of the company's shareholders and creditors.
Article 115 If the resignation of an independent director causes the number of independent directors or board members to fall below the minimum number prescribed by law or these Articles of Association, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Article 116 In addition to receiving allowances from the company, independent directors shall not receive any additional, undisclosed benefits, including equity incentives, from the company, its subsidiaries, controlling shareholders or interested institutions and personnel. The standard of allowances shall be formulated by the board of directors and reviewed and approved by the shareholders' meeting.
Article 117 When the company's annual shareholders' meeting is held, independent directors must submit an annual performance report to explain their performance of duties, and focus on the company's internal control, standardized operations and other corporate governance matters.
Article 118 The qualifications and special powers of independent directors shall be subject to the requirements of relevant laws, regulations and normative documents.
Announcement number: 2026-032
Whether it involves a change of the company’s registered address: □Yes √No
Except for the above amendments, other provisions of the original Articles of Association remain unchanged. The aforementioned content still needs to be submitted to the company's shareholders' meeting for review, and the details are subject to registration with the market supervision and management department.
2. Reasons for revision
In view that the new "Company Law" has been officially implemented on July 1, 2024, in order to implement the new "Company Law" and the connection between the old and new rules of the China Securities Regulatory Commission, in accordance with the "Implementation and Implementation of the Supporting Business Rules for the New "Company Law" and related arrangements issued by the National Equities Exchange and Quotations Corporation, the company should complete the adjustment of internal supervision agencies and the improvement of internal systems as soon as possible.
3. Documents for reference
"Resolution of the Sixth Meeting of the Third Board of Directors"
Board of Directors of Beijing Huaketai Biotechnology Co., Ltd.
August 25, 2026