[Temporary Announcement] Yuneng Pharmaceutical: Announcement of Proposed Amendment to the "Articles of Association"

Announcement number: 2025-065

Securities code: 873992 Securities abbreviation: Yuneng Pharmaceutical Sponsoring broker: Caitong Securities

Jiangxi Yuneng Pharmaceutical 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 relevant regulations such as the Company Law, the Measures for the Supervision and Administration of Unlisted Public Companies, the Governance Rules for Companies Listed on the National Equities Exchange and Quotations, the company plans to amend some provisions of the Articles of Association. The specific contents are as follows:

1. According to the "Company Law", the common adjustments are as follows: all "shareholders' meetings" are adjusted to "shareholders' meetings";

2. The non-substantial amendment clauses mainly include adjustments to the clause numbers, punctuation marks and parts of the Articles of Association, and text expressions that do not involve changes in substantive content. Since they do not involve substantive changes and the scope of the revision is relatively wide, they will not be listed item by item.

(1) Comparison of revised terms

Before revision After revision

Article 1 In order to safeguard the legitimate rights and interests of Jiangxi Yuneng Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), shareholders and creditors (hereinafter referred to as the "Company"), shareholders and creditors, regulate the company's organization and legal rights and interests of pedestrians, and regulate the company's organization and behavior, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), "Unlisted Public Companies" (hereinafter referred to as the "Company Law"), "Measures for the Supervision and Administration of Unlisted Public Companies" and other laws, administrative regulations and corporate supervision and administration measures, "National Equities Exchange and Quotations of the People's Republic of China Limited Liability Securities Law" (hereinafter referred to as the "Securities Law") and other laws, administrative regulations (hereinafter referred to as "National Equities Exchange and Quotations" and "National Equities Exchange and Quotations").

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"Company") and formulate this charter. Limited liability company (hereinafter referred to as "National Equities Exchange and Quotations"), this Articles of Association is formulated.

Article 2 The company is a joint-stock limited company established in accordance with the "Company Law" and other relevant regulations. A joint stock limited company established in accordance with other relevant regulations. The company is a joint-stock company established by the overall change of Jiangxi Yuneng Pharmaceutical Co., Ltd., registered with the Ji'an Municipal Administration for Market Regulation, and obtained a business license. The unified social credit code is 913608057460814337.

Article 6 The company's business term is long-term. Article 7 The company is a joint stock limited company with permanent existence.

Article 7 The chairman of the board of directors is the legal representative of the company. Article 8 The chairman of the board of directors is the director who performs affairs on behalf of the company and 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 representative is elected and changed by the company's board of directors.

Article 8 All assets of the company are divided into shares of equal value. Article 10 Shareholders shall bear liability to the company to the extent of the shares subscribed by them. The company shall bear liability to the company with all its assets, and the company shall bear liability to the debts of the company with all its assets.

Take responsibility.

Article 14 The shares of the company shall be in the form of stocks. Article 16 The shares of the company shall be in the form of stocks. The company's shares are registered. The company's style.

Stocks are always registered in the name of the shareholder. law

Company shares held by persons or partnerships shall be recorded

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Contains the name of the legal person or partnership, and is not allowed to open another account name

Or registered in the name of the representative. The company has small and medium-sized enterprises across the country

After listing on the Enterprise Share Transfer System, the China Securities Regulatory Commission

A registered settlement limited liability company is a registered company's stock.

Depository institution. The company publicly transfers or issues shares

, the company’s stocks shall be in accordance with relevant national laws and regulations.

Regulations stipulate that in China Securities Depository and Clearing Co., Ltd.

Responsible companies are registered and deposited in a centralized manner.

Article 15 The company's shares are issued in an open manner. Article 17 The company's shares are issued in accordance with the principles of openness, fairness and justice. Each share of the same category shall have the same rights. should have equal rights. For shares of the same type issued at the same time, the issuance conditions and price per share are the same; for shares subscribed by subscribers, the same price is paid per share.

Um.

Article 21 According to the needs of operation and development, the company may increase capital in the following ways according to the needs of operation and development, in accordance with the provisions of laws and administrative regulations, and in accordance with the provisions of laws and administrative regulations.

(1) Public issuance of shares (1) Issuance of shares to specific objects;

(2) Non-public issuance of shares; (2) Distribution of bonus shares to existing shareholders;

(3) Distributing bonus shares to existing shareholders; (3) Converting public reserve funds to share capital;

(4) Converting public reserve funds into share capital; (4) Laws, administrative regulations and the main

(5) Other methods stipulated by laws, administrative regulations and approved by the competent ministries and departments.

Other methods approved by the door.

Article 23 A company may, under the following circumstances, Article 25 A company shall not acquire its own shares in accordance with laws, administrative regulations, departmental rules and this Chapter. However, except for one of the following circumstances: Purchasing the company's shares in accordance with the provisions of the regulations: (1) Reduce the company's registered capital;

(1) Reduce the company’s registered capital; (2) Cooperate with other companies that hold the company’s shares

(2) Merger with other companies that hold the company’s shares;

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and; (3) Use the shares for employee stock ownership plans or

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

Rights incentives; (4) Shareholders respond to the company’s decisions at the shareholders’ meeting

(4) Shareholders dissent from the resolutions on merger, merger or division of the company made by the general meeting of shareholders, and require the company to acquire their shares;

its shares; (5) Use the shares to convert shares issued by a listed company;

(5) Use the shares to convert corporate bonds issued by listed companies that can be converted into stocks.

corporate bonds convertible into shares;

(6) In order to safeguard the company’s value and shareholders’ rights, the company

Necessary for benefit.

Except for the above circumstances, the company does not engage in trading of company shares

activities.

Article 24 If the company acquires the company's shares due to the circumstances stipulated in Article 23 of this Article 23 (1) and (2) of this Article 7 (1) and (2) of this Article of Association, it shall pass a resolution of the shareholders' meeting. If the company acquires the company's shares due to the circumstances specified in Items (3), (5) and (6) of the preceding paragraph, if it acquires the shares, it shall be resolved at a board meeting attended by more than two-thirds of the directors. The company passed a resolution to acquire the company.

After the company acquires the company's shares, if it falls under the circumstances of this Article, it shall be canceled within ten days from the date of acquisition; if it falls under Item (1) of Article 25 of the Articles, it shall be canceled within ten days from the date of acquisition; if it falls under Item (2) or (4), it shall be canceled within ten days from the date of acquisition; if it falls under Category (2), it shall be transferred or canceled within six months; In the case of items (3), (5) and (6), the total number of shares held by the company shall not exceed the total number of issued shares of the company. The number of shares of the company shall not exceed 10% of the issued shares of the company and shall be transferred or canceled within three years. 10% of the total amount of shares and shall be canceled within three years if transferred. Let or log out.

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Article 26 The company's shares may be transferred in accordance with the law. Article 28 The company's shares shall be transferred in accordance with the law. let.

Article 27 The company does not accept the company’s stocks. Article 29 The company does not accept the company’s stocks as the subject of pledge rights. As the subject of pledge.

Article 28 The company shares held by the promoters, Article 30 The controlling shareholder and actual control of the company shall not be transferred within 1 year from the date of establishment of the company. For stocks directly or indirectly held by investors before listing, if the sponsor signs a more stringent sales restriction commitment, the transfer restrictions will be lifted in three batches, and the transfer restrictions will be lifted in each batch according to its commitment. The number of shares issued by the company before the public issuance of shares are three branches of the shares held before listing. The company's shares are not transferred within 1 year from the date when the company's shares are listed on one of the stock exchanges and the transfer restrictions are lifted respectively. date, one year and two years after the listing period expires.

Article 29 Directors, Supervisors, and Senior Management of the Company Article 31 The directors, supervisors, and senior management of the company shall regularly declare to the company the shares they hold and their changes during their term of office. The shares transferred each year shall not exceed 25% of the total number of shares held by them during their term of office. 25%; the above-mentioned persons shall not transfer their holdings within 1 year from the date when the company’s stocks are listed and traded, and shall not transfer their holdings within 6 months after their resignation. Within 6 months after the above-mentioned personnel resigned, no shares of the company were lost.

may transfer the company shares it holds. Company holdings Shareholders, directors, actual controllers, directors, supervisors and senior directors, supervisors and senior managers who hold more than 5% of the company's shares are not allowed to buy or sell the company's stocks or other stocks with equity properties during the following periods: The securities are sold within six months after purchase, or are being sold.

(1) If the company's annual report is purchased within 30 days before the announcement and within six months after it is issued, and the income obtained thereby postpones the date of the annual report due to special reasons, the company's board of directors will take back the original scheduled announcement date from 30 days until the income is announced.

At the end of each day; directors, supervisors, senior managers,

(2) Company performance forecasts and performance flash announcements Stocks or other equity securities held by natural person shareholders within the previous 10 days, including their spouses, parents,

(3) Since the company’s stocks and other securities may be held by children and stocks held using other people’s accounts,

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Variety transaction prices, investors’ investment decisions, tickets or other securities with equity nature. The shareholders have the right to request the board of directors to implement the decision-making process within 30 trading days from the day when a major event with greater impact occurs or from the day when the company's board of directors fails to implement the decision-making procedures in accordance with the provisions of paragraph 2 of this article to 2 days after the disclosure in accordance with the law. The company's board of directors failed to implement the

(4) In the case of the China Securities Regulatory Commission and the National Share Transfer System, shareholders have the right to regulate other periods determined by the company for the benefit of the company. File a lawsuit directly with the People's Court.

If the company's board of directors fails to comply with the provisions of paragraph 2 of this article, the responsible directors shall bear joint and several liability in accordance with the law.

Ren.

Article 31 The company shall establish a shareholder list in accordance with the law. Article 34 The company shall establish a shareholder list based on the certificates provided by the securities registration and settlement shareholder list which proves that the shareholders hold the company's shares. Shareholders rely on sufficient evidence. Shareholders have rights, assume rights, and assume obligations according to the type of shares they hold; shareholders holding the same type of shares enjoy the same shares, enjoy the same rights, assume the same rights, and assume the same obligations.

service. The shareholder register of a joint-stock company shall be signed with the securities registration and clearing agency and submitted to the company for unified custody in accordance with the company's regulations, and a securities registration and service agreement shall be made in accordance with the "Company Law", and the main provisions shall be checked regularly, and inquiries shall be accepted according to the needs of shareholders. The company's shareholder information and the changes in shareholdings of major shareholders (including the pledge of equity in the National Small and Medium Enterprises Share Transfer System), and timely grasp of the company's public transfer approval, the company should register the equity structure according to the securities.

Create a shareholder list using the certificates provided by the accounting agency, and conduct

Shareholder registration.

Article 32 The company shall establish communication channels with shareholders. Article 36 Shareholders of the company shall enjoy the following rights: to maintain effective communication channels to ensure that shareholders are loyal to the company.

Profit. Shareholders of the company enjoy the following rights: (2) Request, convene, preside over, and participate in meetings in accordance with the law

(1) Receive additional shares or appoint shareholders’ proxies to participate in shareholders’ meetings according to the share of shares they hold, and receive dividends and other forms of benefit distribution; exercise corresponding voting rights;

(2) Request, convene, preside over, and participate in accordance with the law. (3) Supervise the company's operations, propose or appoint shareholders' agents to participate in the shareholders' meeting, and make suggestions or inquiries;

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and exercise corresponding voting rights; (4) In accordance with laws, administrative regulations and this Chapter

(3) Supervise the company’s operations and transfer, donate or pledge the shares it holds in accordance with the provisions of the regulations;

(4) In accordance with the provisions of laws, administrative regulations and this chapter (5) Review and copy the company's articles of association and shareholders' articles, transfer, donate or pledge its holdings, shareholders' meeting minutes, board of directors' meeting resolutions; resolutions of the board of supervisors and financial accounting reports;

(5) Check the Articles of Association, the register of shareholders, and the company. (6) When the company is terminated or liquidated, participate in the company's remaining property meeting resolutions, supervisory board meeting resolutions, and financial meeting distribution according to the company's bond stubs, shareholders' meeting minutes, and shares held by directors;

(7) Company merger, merger and acquisition decisions made by the shareholders’ meeting;

(6) When the company is terminated or liquidated, shareholders who dissent according to its separation resolution require the company to acquire their shares and participate in the company’s remaining property;

Distribution; (8) Laws, administrative regulations, and departmental rules

(7) Other rights stipulated in the Articles of Association or other rights stipulated in the Articles of Association.

Shareholders who are dissenters from merger and separation resolutions require the company to acquire their shares to the maximum extent possible in accordance with the provisions of the company's articles of association; to protect the shareholders' rights to the company's necessary affairs to the maximum extent possible

(8) Laws, administrative regulations, and departmental rules: the right to know, the right to participate, the right to vote and the right to inquire. or other rights stipulated in this Charter.

The company should, in accordance with the provisions of the company's articles of association, maximize

Maintain the company's shareholders' knowledge of necessary company affairs

rights, participation rights, voting rights and questioning rights.

Article 33 Shareholders request to consult the preceding article. Article 37 If shareholders request to consult or copy company-related information or request materials, they shall submit relevant materials to the company and comply with the provisions of the Company Law, the Securities Law and other laws and regulations. Shareholders should provide written documents of the number of shares they hold, and the company will provide them upon verification and proof of the type and identity of the company's shares they hold, and then provide them at the shareholder's request. and written documentation of the number of shares held.

Article 34: Resolutions of the company’s shareholders’ meeting and board of directors Article 38: Resolutions of the company’s shareholders’ meeting and board of directors are invalid if the contents violate laws and administrative regulations. If the content of the shares violates laws and administrative regulations, shareholders have the right to request the People's Court to determine the validity of the convening procedures and voting procedures of the general meeting of shareholders and the board of directors.

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If the voting method violates laws, administrative regulations or these Articles of Association, the convening procedures of the shareholders' meeting or the board of directors, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke it within 60 days from the date of the resolution, or if the content of the resolution violates the Articles of Association. 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 procedures of shareholders' meetings or board meetings, except those that have a substantial impact on the resolution.

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 35 Directors and Senior Managers Execution Article 40 If a director, supervisor or senior manager violates laws, administrative regulations or the provisions of these Articles of Association when performing company duties, or violates laws, administrative regulations or the provisions of these Articles of Association when performing the company's duties, and causes losses to the company, in conjunction with the provisions of these Articles of Association, the company shall be held individually or jointly for more than 180 days and shall bear liability for compensation.

Shareholders holding more than 1% of the shares have the right to request in writing that supervisors, directors, and senior managers file a lawsuit with the People's Court if the supervisory board implements the circumstances specified in the company's provisions in the first paragraph of this article.

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According to the provisions of the Articles of Association, if losses are caused to the company, shareholders have the right to request the board of supervisors in writing to file a lawsuit with the People's Court; the board of supervisors may file a lawsuit in writing for violation of the law when performing the company's duties. If the board of supervisors or the board of directors refuse to initiate a lawsuit after receiving a written request from a shareholder of the company in accordance with the laws, administrative regulations or these Articles of Association, or the company has suffered losses, the aforementioned shareholder may make a written request to the people's court if the board of directors fails to file a lawsuit within 30 days from the date of receipt of the request.

The supervisory board or the board of directors refuses to file a lawsuit after receiving a written request from a shareholder as stipulated in the preceding paragraph, which will cause irreparable damage to the interests of the company, or the shareholder has the right to file a lawsuit within 30 days from the date of receipt of the request for the benefit of the company. If others infringe upon the legitimate rights and interests of the company, causing irreparable damage to the interests of the company, or causing losses to the company mentioned in the preceding paragraph, the shareholders specified in the first paragraph of this article shall have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company in accordance with the provisions of the preceding two paragraphs. File a lawsuit. If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in paragraph 2 of this article may file a lawsuit with the People's Court in accordance with the provisions of paragraphs 2 and 3 of this article.

If the directors, supervisors or senior managers of the company's wholly-owned subsidiaries fall into the circumstances specified in the preceding article, or others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, the company's shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive years may, in accordance with the first three paragraphs of Article 189 of the Company Law, request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court or directly in their own names.

Then file a lawsuit with the People's Court.

Article 37 The shareholders of the company shall bear the following obligations: Article 42 The shareholders of the company shall bear the following obligations:

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

(2) Pay according to the shares subscribed and the method of subscription. (2) Pay according to the shares subscribed and the method of subscription.

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payment for shares; payment for shares; payment for shares;

(3) Except for the circumstances stipulated by laws and regulations, (3) Except for the circumstances stipulated by laws and regulations, shares may not be withdrawn; shares may be withdrawn;

(4) Shall not abuse the rights of shareholders to harm the company or the interests of other shareholders; Shall not abuse the interests of other shareholders; Shall not abuse the independent status of a company as a legal person and the limited liability of shareholders to harm the company's independent status and the limited liability of shareholders to harm the interests of the company's creditors; The shareholders of the company must not abuse the interests of shareholders;

If the profit causes losses to the company or other shareholders, it shall (5) be liable for compensation in accordance with the provisions of laws, administrative regulations and these Articles of Association. The shareholders of the company abuse other obligations when borne.

The independent status of a company as a legal person and the limited liability of shareholders, escape

Avoiding debts and seriously harming the interests of the company's creditors,

Should be jointly and severally liable for the company's debts.

(5) Laws, administrative regulations and the provisions of this Articles of Association

Other obligations that should be borne.

Article 43 The shareholders’ meeting is the company’s power organ. Article 48 The company’s shareholders’ meeting is composed of all shareholders and exercises the following powers in accordance with the law: Complete. The shareholders' meeting is the company's authority and shall act in accordance with the law.

(1) Determine the company’s business policies and investment plans and exercise the following powers:

plan; (1) Elect and replace directors and supervisors, and decide on

(2) Remuneration matters related to the election and replacement of directors and supervisors who are not represented by employee representatives;

Directors and supervisors make decisions related to directors and supervisors (2) Review and approve the reports of the board of directors and supervisory board; remuneration matters; (3) Review and approve the company’s profit distribution plan and

(3) Review and approve the report of the board of directors; plan for making up for losses;

(4) Review and approve the report of the Board of Supervisors; (4) Make decisions on the increase or decrease of the company’s registered capital;

(5) Review and approve the company’s annual financial budget before making resolutions;

(5) Make resolutions on the issuance of corporate bonds;

(6) Review and approve the company's profit distribution plan and (6) Make up for losses on the company's merger, division, dissolution, liquidation plan; or make a resolution on changing the company's form;

(7) To increase or reduce the registered capital of the company; (7) To amend these Articles of Association;

Issue resolutions; (8) Undertake company audits on company hiring and dismissal

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(8) Make a resolution on the issuance of corporate bonds; The accounting firm responsible for the business shall make a resolution;

(9) To review and approve the merger, division, dissolution and liquidation of the company or to make resolutions on changes to the company's form as stipulated in Article 50 of the Articles of Association; guarantee matters;

(10) Amend the Articles of Association; (10) Review the relevant matters stipulated in Article 52 of the Articles of Association

(11) Relevant transactions related to the company’s hiring and dismissal of accounting firms;

Resolutions made; (11) Review and approve Article 49 of this Articles of Association

(12) Review the major transactions between the company and related parties;

The amount (excluding the provision of guarantees) accounts for more than 5% of the company's latest audited total assets and exceeds 3,000.

Transactions worth RMB 10,000, or transactions accounting for more than 30% of the company’s total assets in the latest period of review and approval of changes in the use of raised funds; items;

(13) Review and approve Article 44 of the Articles of Association (14) Review the major transactions of the equity incentive plan and employee stock ownership plan;

(14) Review and approve Article 45 of the Articles of Association (15) Review the guarantee matters stipulated by laws, administrative regulations and departments; matters that should be decided by the shareholders' meeting as stipulated in the Articles of Association or these Articles of Association

(15) Review and approve other matters stipulated in Article 46 of this Charter.

Providing financial assistance as specified by the company; The company passes a resolution of the shareholders’ meeting, or by this Chapter

(16) Review and approve changes in the use of raised funds, and the authorization of the shareholders’ meeting shall be resolved by the board of directors, and projects may be issued; stocks and corporate bonds convertible into stocks shall be issued in detail.

(17) The review of equity incentive plans and the implementation of employee stock ownership entities must comply with laws and regulations, China Securities Regulatory Commission plans; and the regulations of the National Equities Exchange and Quotations.

(18) Review of laws, administrative regulations, department rules and other matters that must be exercised by the shareholders' meeting as stipulated in this Articles of Association or that shall be decided by the shareholders' meeting. The powers shall not be delegated to the Board of Directors or other matters through authorization. Other institutions and individuals exercise it on their behalf.

Article 44 If the company’s accumulated transactions (except for providing guarantees) for 12 consecutive months reach one of the following standards, it shall be submitted to the shareholders’ meeting for review:

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(1) The total assets involved in the transaction (if there are both book value and appraised value, whichever is higher) or the transaction amount accounts for more than 50% of the company's audited total assets in the most recent fiscal year; or the transaction amount accounts for more than 50% of the company's audited total assets in the most recent accounting year;

(2) The net assets or transaction amount involved in the transaction account for more than 50% of the absolute value of the company's audited net assets in the most recent fiscal year, and exceed 1,500. Thousands.

Except for matters otherwise stipulated in the business rules such as the provision of guarantees, when the company conducts transactions of the same category as above and related to the subject matter, the company shall apply the principle of cumulative calculation of twelve consecutive months and the aforementioned review procedures. If the relevant obligations have been fulfilled in accordance with the regulations, the order will not be continued. Those that have fulfilled relevant obligations in accordance with regulations will no longer be included in the relevant cumulative calculation scope. Included in relevant cumulative calculation range.

When the company has an event of "providing financial assistance", the company's rolling entrustments for twelve consecutive months shall use the occurrence amount as the transaction amount, and according to the principle of continuous financial management, the highest balance during the period shall be the transaction amount, and the cumulative calculation within twelve months shall apply. The above provisions shall apply.

review process. The relevant obligations have been fulfilled in accordance with regulations. Transactions in which the company has unilaterally obtained benefits, including transactions, will no longer be included in the relevant cumulative calculation scope. Receiving a gift of cash assets, receiving debt relief, accepting a guarantee

If the company has entrusted insurance and financing on a rolling basis for twelve consecutive months and is exempted from performing financial management in accordance with the aforementioned regulations, the highest balance during the period shall be the transaction amount, and the shareholders' meeting will review the procedures.

These terms apply. The term "transaction amount" as mentioned in this article refers to the payment

Transactions in which the company obtains unilateral benefits, including the transaction amount, debts and expenses assumed, etc. Handling cash assets as gifts, obtaining debt relief, accepting guarantee arrangements involving possible future payments or receipt of guarantees and subsidies, etc., are exempt from the performance price in accordance with the aforementioned provisions, do not involve a specific amount, or are based on the shareholders' meeting review procedures set forth in the Articles. If the amount of the item is determined, the estimated maximum amount is the transaction fee

The “transaction amount” referred to in this article refers to the payment amount.

The transaction amount and debts and expenses assumed, etc. If the data involved in the calculation of the above indicators is negative, the absolute value of the data involved in the possible future payments or receipts will be used for calculation.

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price, does not involve a specific amount or is based on setting conditions

If the amount is determined for each piece, the estimated maximum amount is the transaction fee

Um.

If the data involved in the calculation of the above indicators is negative,

Calculate its absolute value.

Article 45 If a company provides a guarantee, it shall submit it to the company's board of directors for review. The company's board of directors will review the case if it meets one of the following circumstances. If any of the following circumstances applies, it shall also be submitted to the company's shareholders' meeting for review: If it meets any of the following circumstances, it shall also be submitted to the company's shareholders' meeting for review:

(1) The amount of a single guarantee exceeds 10% of the company’s most recent audited net assets; (1) The amount of a single guarantee exceeds 10% of the company’s most recent audited net assets;

(2) The total external guarantees of the company and its holding subsidiaries exceed the total amount of external guarantees in the latest audited period of the company and exceed 50% of the company’s audited net assets in the latest period; any guarantees provided after 50% of the company’s net assets;

(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%; (3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;

(4) According to the guarantee amount for 12 consecutive months (4) According to the cumulative calculation principle of the guarantee amount for 12 consecutive months, it exceeds the company’s latest audited cumulative calculation principle and exceeds 30% of the company’s latest audited total assets;

(5) China Securities Regulatory Commission and National Equities Exchange and Quotations (5) The expected guarantee amount for the holding subsystem company or other guarantee companies specified in these Articles of Association in the next twelve months;

situation. (6) Related parties or shareholders, actual controlling parties

The company provides guarantees for wholly-owned subsidiaries, or guarantees provided by the controlling shareholder and its related parties;

The system company or other guarantees stipulated in these articles of association provide guarantees for the controlling subsidiary and the other shareholders of the controlling subsidiary (7) China Securities Regulatory Commission and National Equities Exchange and Quotations provide equal proportions of guarantees according to their rights and interests and do not harm the interests of the company.

The provisions of items (1) to (3) of the preceding paragraph shall apply. The company provides guarantees for its wholly-owned subsidiaries, or provides guarantees. Providing guarantees for holding subsidiaries and holding subsidiaries

If the company provides guarantees for related parties, it shall provide other shareholders with reasonable commercial logic based on the rights and interests they enjoy. If the guarantee is approved by the board of directors and does not harm the interests of the company, it may be exempted.

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and then submit it to the general meeting of shareholders for review. The company provides guarantees for the shareholders, actual controllers and related parties of the controlling shares. Items (1) to (3) of the preceding paragraph are applicable.

If the controlling shareholder, actual controller and its related party companies provide guarantees to related parties, they must provide counter guarantees. Prepare reasonable business logic and approve it after review and approval by the board of directors

The shareholders' meeting will submit it to the shareholders' meeting for deliberation after deliberation and actual control. When the company proposes a guarantee for the controlling shareholder, actual controller and its related parties, if the actual controller of the stock and its related parties provide a guarantee, the controlling shareholder or the shareholder controlled by the actual controller shall not participate in the voting. The voting shall be counter-guaranteed by the shareholders present at the general meeting.

The shareholder and actual controller shall pass the deliberation of the shareholders' meeting by more than half of the voting rights held by other shareholders at the meeting. When a proposal is made for a guarantee provided by a shareholder and its related parties, the guarantee specified in item (4) of the preceding paragraph of the shareholder shall be passed by more than 2/3 of the voting rights held by shareholders who are present at the meeting or controlled by the actual controller, and who are not allowed to participate. This vote shall be passed by more than half of the voting rights held by other shareholders present at the shareholders' meeting. The guarantee in Item (4) of the preceding paragraph shall be approved by more than 2/3 of the voting rights held by shareholders attending the meeting.

If a company provides external guarantees in violation of the company's articles of association, the person responsible shall be held accountable for the corresponding legal and economic responsibilities.

responsibility.

Article 50 An extraordinary general meeting of shareholders is convened from time to time. Article 55 An extraordinary general meeting of shareholders is convened from time to time. If one of the following circumstances occurs, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of the fact:

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

(2) The company’s uncompensated losses reach the actual shareholders;

When the total capital amount is 1/3; (2) The company’s uncompensated losses have reached actual closing of shares

(3) When individually or collectively holding 1/3 of the company’s total capital of 10%;

When requested by shareholders of the above shares; (3) Individually or collectively holding 10% of the company

(4) When the board of directors deems it necessary; at the request of the above shareholders who have issued shares with voting rights

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(5) When the Board of Supervisors proposes to convene;

(6) Laws, administrative regulations, and departmental rules (4) When the board of directors deems it necessary;

or other circumstances stipulated in this charter. (5) When the board of supervisors proposes to convene;

If the general meeting of shareholders cannot be convened within the above period, the company shall promptly notify the sponsoring securities firm and disclose other circumstances stipulated in the articles of association (6) Laws, administrative regulations, departmental rules or the company.

Explain why.

Article 52 The shareholders’ meeting shall be convened by the board of directors. Article 57 The shareholders’ meeting shall be convened by the board of directors. The company's board of directors should effectively perform its duties and focus on the company. The company's board of directors shall earnestly perform its duties and convene shareholders' meetings on time within the time limit stipulated in these articles of association. General Assembly. All directors should perform their duties diligently and ensure that the stock

The East Council convenes normally and exercises its powers in accordance with the law.

Article 54 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 do so in writing. proposed by the director to the board of directors. The board of directors or the board of supervisors shall make a decision on whether to convene an extraordinary general meeting of shareholders within 10 days after receiving the request in accordance with the laws, administrative regulations and the provisions of these articles of association and the written feedback of the general meeting of shareholders. and respond to shareholders in writing.

If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of convening a shareholders' meeting to the shareholders of the company whose registered shareholders are registered within 5 days after the board of directors' resolution is made. Any changes to the original request in the notice shall be notified. Changes to the original request in the notice shall be subject to the consent of the relevant shareholders. Obtain the consent of relevant shareholders.

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

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If the Board of Supervisors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of convening a shareholders' meeting to the registered shareholders of the company within 5 days of receipt of the request. Changes to the original proposal contained in the notice shall be subject to the consent of the relevant shareholders. meaning.

If the Board of Supervisors fails to issue a notice of the general meeting of shareholders to the registered shareholders of the company within the prescribed period, it shall be deemed that the board of supervisors has not convened and presided over the general meeting of shareholders for 90 consecutive days. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over the meeting on their own. Shareholders present can convene and chair the meeting on their own. Before the resolutions of the general meeting of shareholders are announced, and before the resolutions of the general meeting of shareholders are announced, the total shareholding ratio of the shareholders convening the general meeting shall not be less than 10%. The total shareholding ratio shall not be less than 10%.

Article 59 When the company convenes a general meeting of shareholders, the directors and directors. Article 65 When the company convenes a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the company’s shares have the right to propose proposals to the company. case.

Shareholders who individually or jointly hold more than 3% of the company's shares or who individually or jointly hold more than 1% of the company's shares may make temporary proposals in front of shareholders and submit them in writing to the convener 10 days before the shareholders' meeting. If a temporary proposal is put forward 10 days before the meeting and the person who proposes it in writing shall send a notice to shareholders within 2 days after receiving the proposal. The convener shall, within 2 days after receiving the proposal, issue a supplementary notice to the general meeting and announce the contents of the temporary proposal, announce the temporary proposal and submit the temporary proposal to the general meeting of shareholders for review. Except for the circumstances stipulated in the preceding paragraph, the convener shall review the temporary proposal before issuing shares. However, if a temporary proposal violates laws and regulations or after the notice and announcement of the general meeting of shareholders, the provisions of the articles of association of the shareholders' meeting shall not be modified, or it shall not be a proposal listed in the notice of powers of the shareholders' meeting or add new proposals. range except.

If the notice of the general meeting of shareholders is not listed in or does not comply with the circumstances specified in the preceding paragraph of this chapter, except for the circumstances specified in the preceding paragraph, the convener shall not amend the notice of the general meeting of shareholders after issuing the proposal stipulated in Article 58 of the Articles of Shares. Proposals already listed in or add new proposals. shares

Not listed in the notice of the Association or inconsistent with Article 1 of this Article

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Proposals stipulated in Article 64 shall not be carried out at the shareholders' meeting.

Vote and make resolutions.

Article 61 The notice of the shareholders’ meeting shall include the following contents: Contents:

(1) Time, place and duration of the meeting (1) Time, place and duration of the meeting; Limit;

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

(3) State in clear words: All shareholders have the right to attend the general meeting of shareholders, and may authorize a proxy in writing to attend the meeting and vote. The shareholder participates in the voting, and the shareholder proxy does not have to be an agent of the company and does not have to be a shareholder of the company; shareholder;

(4) Equity rights registration date of shareholders entitled to attend the shareholders’ meeting; Registration date;

(5) The name and telephone number of the permanent contact person for conference affairs. (5) The name and telephone number of the permanent contact person for conference affairs. Number.

The interval between the equity registration date in item (4) of the preceding paragraph and (6) the meeting date for online or other voting shall not be more than 7 trading rooms and voting procedures.

day, and should be later than the disclosure time of the announcement. Equity: Once the equity registration date and registration date in item (4) of the preceding paragraph are determined, they shall not be changed. The interval between meeting dates shall not be more than 7 trading days, and the notice and supplementary notice of the general meeting of shareholders shall be sufficient and shall be later than the disclosure time of the announcement. Equity fully discloses the specifics of all proposals, and the registration date, once determined, cannot be changed.

The notice and supplementary notice of the shareholders' meeting should be sufficient and complete with all the information or explanations required to enable shareholders to make reasonable judgments on the matters to be discussed. Comprehensive disclosure of the specific content of all proposals and what is necessary to enable shareholders to make reasonable judgments on the matters to be discussed

All information or explanations.

Article 62 If the shareholders' meeting intends to discuss the election of directors and supervisors, the notice of the shareholders' meeting will fully disclose the detailed information of the candidates for directors and supervisors.

Announcement number: 2025-065

Include at least the following:

(1) Educational background, work experience, part-time job, etc.

people situation;

(2) With the company or the company’s controlling shareholder and actual

Whether there is a related relationship between the controllers;

(3) Disclose the number of company shares held;

(4) Whether it has been approved by the China Securities Regulatory Commission

Penalties imposed by the Council and other relevant departments or small and medium-sized enterprises nationwide

Condemnation of Enterprise Share Transfer Systems LLC

Responsible.

Article 63 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. Proposals listed in the meeting notice cannot be cancelled. If it is indeed necessary to postpone or cancel the meeting, the company should make an announcement at least 2 trading days before the original date of the shareholders' meeting and at least 2 working days before the original date of the shareholders' meeting, and explain the reasons in detail. Explain why.

Article 65 Equity Registration Date of Shareholders' Meeting Article 71 All shareholders or their agents registered on the equity registration date of the shareholders' meeting shall have the right to attend the shareholders' meeting and exercise voting rights in accordance with the relevant laws and regulations. In accordance with relevant laws, regulations, departmental rules, and regulations, shareholders may attend the general meeting of shareholders in person, or exercise voting rights in the proxy documents, the business rules of the National Equities Exchange and Quotations System, and the relevant provisions of this chapter on entrusting others to attend on their behalf and exercise their voting rights within the scope of authorization.

right to vote. Shareholders may attend the shareholders' meeting in person, or entrust others to attend on their behalf and exercise representation within the scope of authorization.

decision-making power.

Article 66: Natural person shareholders attend meetings in person. Article 72: Natural person shareholders who attend the meeting in person shall present their ID cards or other valid documents or certificates that can indicate their identity; those who entrust an agent to prove their identity shall present their ID cards or other valid documents or certificates; those who entrust an agent to attend the meeting on behalf of others shall present their valid ID cards. Those who attend the meeting on behalf of others shall present their valid ID cards.

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Certificate, shareholder authorization letter. documents and shareholder power of attorney.

Article 67 A legal person or a partnership shareholder shall be represented by a legal representative, the executive partner (or his delegate, the executive partner (or his delegate)) or his or her authorized agent to attend the meeting. Legal representation. If the legal representative, executive partner (or representative, executive partner (or his delegate) or his delegate) attends the meeting, he/she must present his/her identity card, proof of identity card, valid certificate that proves that he/she has the qualifications of legal representative, executive partner/executive partner (or his delegate) (or his delegate); valid certificate of appointment; if an agent is appointed to attend the meeting, the representative shall be the representative. If an agent is entrusted to attend the meeting, the agent shall present his/her identity card, legal representative/identity card, legal representative/executive partner/executive partner (or his/her delegate) identity card or other valid certificates that can prove his or her identity, shareholder unit or certificate, legal representative/executive legal representative/executive partner (or its delegated partner) of the shareholder unit. A written power of attorney issued by the partner (or his authorized representative) in accordance with the law. written authorization letter.

Article 68 The power of attorney for voting issued by a shareholder to authorize others to attend the general meeting of shareholders shall specify the following matters, authority and time limit.

(1) The name of the agent;

(2) Whether it has voting rights;

(3) Separately review each item included on the agenda of the general meeting of shareholders

Refers to voting in favor, against or abstaining from voting on matters under consideration

show;

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

(5) The signature (or seal) of the client, the client

If it is a legal person shareholder, the seal of the legal person entity shall be affixed;

(6) The power of attorney should indicate that if the shareholder fails to make

According to the personal instructions, whether the shareholder agent can act according to his own

Will vote.

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Article 71 When the general meeting of shareholders is convened, the company's entire board of directors, supervisors, general managers and other senior managers shall attend the meeting as non-voting participants. Question.

Article 77 The minutes of the shareholders’ meeting shall be kept by the Board of Directors. Article 82 The minutes of the shareholders’ meeting shall be kept by the Secretary of the Board of Directors. The minutes of the meeting should record the following. The secretary of the meeting is responsible for this. The minutes of the meeting should record the following contents: Content:

(1) Meeting time, place, agenda and convener’s name; (1) Meeting time, place, agenda and convener’s name;

(2) The names of the host of the meeting and the directors, supervisors, general managers and other senior managers who attended or attended the meeting; the names of the managers;

(3) The number of shareholders and proxies attending the meeting (3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the number of companies, the total number of shares with voting rights held and their proportion to the total number of shares of the company; the proportion of the total number of shares;

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

(5) Inquiries or suggestions from shareholders and (5) Inquiries or suggestions from shareholders and corresponding replies or explanations; Corresponding replies or explanations;

(6) Names of the counters and supervisors; (6) Lawyers (if any) and the names of the counters and supervisors

(7) This Article of Association stipulates that the name of the person taking notes of the meeting shall be included;

Other content recorded. (7) The provisions of this Articles of Association shall be included in the minutes of the meeting.

Other content recorded.

Article 82 The following matters shall be passed by the shareholders' meeting by special resolutions: Article 87 The following matters shall be passed by the shareholders' meeting by special resolutions:

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

(2) The division, merger, dissolution and liquidation of the company; (2) The division, merger, dissolution and change of the company

(3) Modification of this Articles of Association; Company form;

(4) Necessary to meet the provisions of Article 44 of these Articles of Association (3) Modification of this Article of Association;

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Submit standard transactions and transactions to the general meeting of shareholders for review. 21 (4) Equity incentive plan;

The guarantee amount reaches or exceeds 30% of the company's latest audited total assets within 12 months; (5) Apply for stock termination or withdrawal of termination; listing;

(5) Equity incentive plan; (6) Issuance and listing or directional issuance of stocks;

(6) As stipulated in laws, administrative regulations or these Articles of Association, (7) Changes in the arrangement of differences in voting rights;

(8) Other matters that are determined by laws, administrative regulations or these Articles of Association to have a significant impact on the company and need to be passed by special resolutions, and other matters that the shareholders' meeting determines by ordinary resolution will have a significant impact on the company. If it has a major impact, it needs to be passed by special resolution

other matters.

Article 85 The Company's Board of Directors and Independent Directors Article 90 The Company's Board of Directors and shareholders who hold more than 1% of the shares (if any) and meet relevant conditions may solicit their voting rights at shareholders' meetings from shareholders who issue voting shares or shareholders of the company in accordance with laws and regulations or the provisions of the China Securities Regulatory Commission. The solicitation of voting rights must be fully disclosed to the persons being solicited. Investor protection agencies may publicly solicit shareholders to disclose specific voting intentions and other information, and shall not use paid voting rights. The solicitation of voting rights from shareholders shall be done from the person being solicited or in a disguised form with compensation. Full disclosure of specific voting intentions and other information. It is prohibited to solicit shareholders’ votes in a paid or disguised form.

right to vote.

Article 87 The list of candidates for directors and supervisors shall be submitted to the general meeting of shareholders for voting in the form of proposals. Shareholders' proposals are submitted to the shareholders' meeting for voting.

When the shareholders' meeting votes on the election of two or more directors and supervisors, a cumulative voting system may be implemented; when the shareholders' meeting votes on the election of more than two directors and supervisors, a cumulative voting system may be implemented; if the shareholders' meeting elects directors by cumulative voting, and the independent directors' meeting elects directors by cumulative voting, the voting of independent directors (if any) and non-independent directors shall be conducted separately. The aforementioned cumulative voting system means that shareholder meetings are held separately. The aforementioned cumulative voting system means that when the shareholders' meeting elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected. The voting rights owned by shareholders can be concentrated so that the voting rights owned by shareholders can be used collectively. was selected. The number of elected directors and supervisors is based on the number of directors and supervisors to be elected.

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The number of supervisors shall be determined by those with higher votes. Directors will be determined by the one with the highest number of votes.

The board of directors shall notify shareholders of the cumulative voting rules for candidate directors and supervisors as follows:

Resume and basic information. Director candidates who are not represented by employee representatives shall hold the director (supervisor) votes cast by each shareholder. The number of shareholders or directors who individually or collectively hold the company shall not exceed the maximum limit of 3% of the total number of voting shares with director (supervisor) votes. When implementing cumulative voting, the voting board nominates; shareholders who are not employee representatives as supervisor candidates must indicate on a ballot that the candidate they elect is all directors (supervisors) who individually or collectively hold voting rights of the company, and indicate the voting name they use after the shareholders or supervisory board elect more than 3% of the total number of shares per share to nominate directors (supervisors). The convener shall receive the directors and supervisors from the above-mentioned shareholders. If the total number of votes used by the shareholder on the ballot is nominated by 22 candidates, the candidate’s resume and basic information should be verified as soon as possible and exceed the number of votes legally owned by the shareholder. Directors and votes are invalid; if the method and procedure used by the shareholder to nominate supervisors on the ballot are: (1) The total number of director votes does not exceed the number of voting candidates legally owned by the shareholder.

Nomination of the company's board of directors: Within the number of directors (supervisors) candidates within the number of votes specified in the articles of association, the final candidate will be determined by the board of directors in the order proposed by the number of people to be elected. However, for each candidate director, the votes received by the elected director (supervisor) must exceed half of the voting rights held by the shareholders.

2. Candidates for directors (supervisors) who receive the same votes individually, or jointly hold 3% of the total number of voting shares of the company. If the number of directors (supervisors) elected at the same time exceeds the number to be elected, the above shareholders can propose to the company's board of directors that the above director candidates need to be re-elected according to the cumulative voting method, but the number of nominees must meet the number of directors (supervisors) candidates for re-voting. The provisions of the Articles of Association shall not exceed the number of directors to be elected. If the number of directors stipulated in this Article of Association is not elected in one cumulative vote. The company's board of directors, board of supervisors and shareholders determine the number of directors (supervisors), and the number of nominees who do not have enough votes must comply with the provisions of the articles of association. Candidates for directors (supervisors) are voted on again and still

(2) The nomination of supervisor candidates shall be based on the following criteria. Those who are not qualified shall be subject to by-election at the next shareholders’ meeting of the company. Formula: 1. Nomination by the company's board of supervisors: The board of supervisors shall notify shareholders of candidate directors, proposed names of supervisors to be appointed by shareholder representatives, and resumes and basic information of the supervisors. Instead of being represented by employee representatives, after the approval of the resolution of the Board of Supervisors, the candidates for directors held by the Board of Supervisors shall be proposed to the general meeting of shareholders by shareholders who individually or collectively hold more than 1% of the total number of voting shares of the company.

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Candidates for directors shall be submitted for election at the general meeting of shareholders; 2. Nominated individually or by the board of directors; shareholders who alone or jointly hold more than 3% of the company's total voting shares who are not employee representatives may propose candidates to the company's board of supervisors for shareholders or board of supervisors who hold more than 1% of the total number of voting shares. The number of candidates must be nominated. The convener shall verify the number of nominated supervisors as soon as possible after receiving the nominations from the above-mentioned shareholders, which comply with the provisions of the articles of association and shall not exceed the number of supervisor candidates to be elected. (3) Resumes and basic information of directors and candidates nominated by shareholders.

Candidates for supervisors must be submitted to the company’s board of directors 5 days before the general meeting of shareholders. The methods and procedures for nomination of directors and supervisors are as follows: Submit the nomination of directors and supervisors in writing in advance.

Candidates should be made in writing before the general meeting of shareholders. 1. Nomination by the company's board of directors: within the scope of the number of people who agree to accept the nomination as stipulated in the articles of association (can be notified in any way), according to the number of people to be elected, the nominees promise that the disclosed information is true and complete. After the resolution of the nomination board is passed, the board of directors will be responsible for preparing a proposal to propose directors to the shareholders' meeting and submit the director candidates to the shareholders' meeting for election;

The Board of Supervisors is responsible for making the nomination of supervisors. 2. Companies held individually or jointly have voting rights and submit proposals to the general meeting of shareholders. (4) Employee Representative Supervisor Shareholders with more than 1% of the total number of shares may propose director candidates to the company's directors through company employees, workers' meetings or other forms of civil meetings, but the number of nominees is the main election. The shareholders' meeting must comply with the provisions of the articles of association to elect two or more directors and supervisors (referring to the number of elected directors who are not employee representatives).

When voting, a cumulative voting system may be implemented based on the resolutions of the company's board of directors, board of supervisors and shareholder nominations at the general meeting of shareholders. The number of persons mentioned in the preceding paragraph must comply with the provisions of the Articles of Association.

The cumulative voting system means that when the shareholders’ meeting elects directors or (2) supervisor candidates are nominated in the following ways, each share is owned by the director to be elected:

Or the voting rights with the same number of supervisors are owned by shareholders. 1. Nomination by the company's supervisory board: The voting rights proposed by the supervisory board can be used collectively. The board of directors shall disclose the resumes and basic documents of candidate directors and supervisors to the shareholders who propose the supervisors to be appointed as shareholder representatives. After the resolution of the board of supervisors is adopted, the board of supervisors shall report the situation to the board of supervisors. The rules of the cumulative voting system are as follows: the number of director (supervisor) votes cast by each shareholder at the shareholders' meeting for the supervisor candidate proposed by the shareholder representative shall not exceed the number of votes cast by the candidate submitted to the shareholders' meeting for election;

The maximum number of votes for directors (supervisors). 2. Companies held individually or jointly have voting rights

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When implementing cumulative voting, voting shareholders must have more than 1% of the total number of shares. They can indicate on the company's supervisory ballot all supervisor candidates they have elected to the board of directors, their nominated candidates (supervisors), and indicate the number of voting rights they use after each director they elect (the number of supervisors must comply with the provisions of the articles of association and must not exceed the number of directors). 23 If the number of supervisors to be elected is exceeded.

If the total number of votes used by the shareholder on the ballot exceeds the number of votes legally owned by the shareholder for nominating candidates for directors and supervisors, the ballot must be invalidated in writing 5 days before the shareholders' meeting; Candidates for directors (supervisors) must make a written commitment before the meeting (the final decision can be determined in the order of the number of votes received in any notice), agree to accept the nomination, and promise to be the candidates disclosed, but the information of each elected director (supervisor) is true and complete and guarantee that after being elected, they will actually perform their duties. The board of directors is responsible for half of the nomination of directors. Directors (supervisors) with the same votes will make proposals and submit them to the shareholders' meeting; supervisor candidates will nominate supervisors. If more directors (supervisors) are elected at the same time, they will be responsible for making proposals and submitting them to the shareholders' meeting.

The number of candidates needs to be re-elected based on cumulative voting. (4) Employee representative supervisors are democratically elected by the company's employees and employees through another meeting or other forms of democratic election of the above-mentioned director (supervisor) candidates.

Vote for election. If a cumulative vote fails to elect this

The number of directors (supervisors) specified in the articles of association is not sufficient

Candidates for directors (supervisors) with the highest number of votes will be re-elected

If the voting is still insufficient, the company’s next general meeting of shareholders

by-election.

Article 89 When the shareholders' meeting considers the proposal, no amendments will be made to the proposal. Otherwise, the relevant changes shall be regarded as a new proposal and shall not be regarded as a new proposal in this shareholders' meeting and shall not be voted on at this shareholders' meeting. A vote will be taken at the meeting.

When the shareholders' meeting considers proposals, they shall not vote on or make decisions on proposals that are not listed in the notice of the shareholders' meeting or that do not comply with laws, regulations and the company's articles of association.

resolution.

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Article 91 Before the shareholders' meeting votes on the proposal, two shareholder representatives shall be elected to participate in the counting and supervision of the votes. Matters under consideration have an interest in shareholders. Supervise votes. If the matter under consideration has an interest in shareholders, the relevant shareholders and agents shall not participate in the counting of votes, and the relevant shareholders and agents shall not participate in the counting or supervision of votes. ticket.

When the shareholders' meeting votes on a proposal, the shareholder representatives and the supervisors' representatives shall be jointly responsible for counting and supervising the votes. The voting results shall be announced on the spot, and the voting results for the resolutions shall be announced on the spot. The voting results for the resolutions shall be recorded in the meeting minutes. The results are loaded into the meeting minutes.

Company shareholders or their agents who vote online or by other means can check their

Voting results.

Article 92 The host of the meeting shall announce the voting status and results of each proposal at the end of the meeting. Article 98 The host shall announce whether the proposal is passed or not based on the voting results. The vote on each proposal should be announced at the meeting

Before the voting results are officially announced, the company, calculation situation and results will be announced, and based on the voting results, the proposer, scrutineers, shareholders and their shareholders’ agents will be announced whether the proposal has been passed or not.

All relevant parties have an obligation to keep the voting confidential. Before the voting results are officially announced, relevant parties such as the company, vote counters, scrutineers, shareholders and their shareholders’ agents involved in the shareholders’ meeting, on-site, online and other voting methods are responsible for guaranteeing the results of the voting.

confidentiality obligations.

Article 95 The resolution of the general meeting of shareholders shall clearly state the number of shareholders and proxies present at the meeting and the number of shares held by them. The announcement shall state the total number of shareholders and proxies present at the meeting and the number of shares with voting rights in the company, the total number of shares with voting rights and the proportion of the total number of shares, the method of voting, the proportion of each proposal to the total number of shares with voting rights of the company, the voting results and details of each resolution passed. method, the voting results of each proposal and the adopted

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content. details of the resolution.

If the proposal is not passed, or the proposal of this shareholders' meeting is not passed, or this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the resolution of the shareholders' meeting before the shareholders change the resolution of the previous shareholders' meeting. Special reminder will be given during the discussion.

Article 98 When the company convenes the annual shareholders' meeting, the company shall hire a lawyer to convene the shareholders' meeting, hold the meeting, review the procedures for public issuance and listing on the Beijing Stock Exchange, the qualifications of those attending the meeting, the qualifications of the convener, etc. If the company needs to provide online voting methods, the company shall hire a lawyer to issue legal opinions on the meeting, such as the format, voting procedures and results, etc. Opening procedures, qualifications of attendees, convener qualifications, voting procedures and results, etc.

Legal opinion.

Article 99 A director of a company is a natural person, and the following conditions apply: Article 105 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:

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

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, or incapacity;

(2) Misappropriating property or destroying the socialist market economy or being deprived of political rights due to a crime, and being sentenced to a criminal penalty for corruption, bribery, misappropriation of property and order, and the execution period has not exceeded 5 years.

(3) Directors, factory directors, and general managers who have not exceeded two years since the expiration of the probation period of a company or enterprise that has been subject to bankruptcy and liquidation shall be liable to the company or year;

If a person is personally responsible for the bankruptcy of an enterprise, it has not been more than 3 years since the bankruptcy liquidation of the company, enterprise, or enterprise;

(4) If a person is personally responsible for the bankruptcy of a company or enterprise whose business practice has been revoked due to violation of the law, it has not been more than 3 years since the bankruptcy liquidation of the company, license, or company or enterprise that was ordered to close down.

(5) If an individual owes a relatively large amount of debt to another person and bears personal responsibility, the company or enterprise shall

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The due date has not been paid; the business license has been revoked and the business has been ordered to close.

(6) Has been banned by the China Securities Regulatory Commission for more than 3 years;

Measures are taken to prohibit entry into the securities market or are determined to be illegal. (5) A large amount of debt owed by an individual has been transferred to an appropriate person and the time limit has not expired; the person has not been repaid within the time limit and is classified as dishonest by the people's court and is subject to execution.

(7) The company or person controlled by the National Equities Exchange and Quotations;

(6) Being banned from the securities market by the China Securities Regulatory Commission as a director, supervisor or senior manager of the company, and the time limit has not expired; disciplinary measures have not yet expired; (7) Being publically listed by the National Equities Exchange and Quotations Company

(8) The person has been publicly reprimanded by the stock exchange as being deemed unfit to serve as a director, supervisor, senior manager, etc. of a listed company within the past three years, and the period has not yet expired;

(9) A case is filed by the judicial authority due to suspected crimes; (8) A case is filed by the judicial authorities for suspected violations of laws, regulations, departmental rules, standardized investigations, or investigations stipulated in CSRC documents and National Equities Exchange and Quotations business rules for suspected violations of laws and regulations, but no clear conclusion has been reached; other circumstances.

(10) Other contents stipulated by laws, administrative regulations or departmental rules in violation of the provisions of this article regarding the election or appointment of directors. Any election, appointment or appointment in violation of the provisions of this article shall be invalid. If the company currently appoints a director, the election, appointment or appointment of no director shall be effective if the circumstances specified in paragraph 1 of this article occur. If a director encounters any of the circumstances specified in this article during his term of office, he shall promptly report the situation to the company and be relieved of his duties by the company where the incident occurred. Resign within 1 month from the date of departure.

The current director of the company who falls under the provisions of paragraph 1 of this article

If certain circumstances arise, they shall proactively report to the company in a timely manner and

Resign within 1 month from the date of occurrence.

Article 100 Directors shall be elected or replaced by the shareholders' meeting. Article 106 Directors shall be elected or replaced by the shareholders' meeting for a term of three years. When the term of a director expires, he or she may be replaced by re-election, and may be re-elected by the shareholders' meeting before the expiration of the term. Before the expiration of the director's term, the shareholders' general meeting shall remove him from office. The term of office of a director is three years. Upon expiration of the term, the director may not be removed from office without reason. Re-elected.

The term of office of a director is calculated from the date of taking office and ends when the term of the current board of directors expires. The term of office of directors shall end when the term of office of the board of directors expires. If a director fails to be re-elected in a timely manner upon expiration of his term, if a re-elected director fails to be re-elected in a timely manner upon expiration of his term of office, or if a director resigns before his term of office, the original director shall still comply with laws and administrative regulations, which results in the number of board members being less than the quorum.

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In accordance with the provisions of departmental regulations and this Article of Association, before an elected director takes office to perform his duties as a director, the original director shall still perform his duties in accordance with his duties. laws, administrative regulations, departmental rules and this charter

The directors of the company are elected by the shareholders' meeting and perform the duties of directors according to the company's regulations.

The director election procedure is:

(1) According to the provisions of Article 87 of this Charter

Propose a final list of candidate directors;

(2) Disclosure of directors’ information before the shareholders’ meeting

Candidate details to ensure shareholders vote

Have sufficient knowledge about the candidate;

(3) Director candidates are held at the shareholders’ meeting

have previously made a written commitment to accept the nomination and undertake to

The information disclosed by the director candidates is true and complete.

Integrate and ensure the effective performance of director duties after being elected;

(4) According to the voting procedures of the shareholders’ meeting, in

A vote is taken at the general meeting of shareholders.

Article 101 Directors shall abide by laws, administrative regulations and these Articles of Association, and shall have the following obligations of loyalty to the company:

(1) No one shall use his or her authority to accept bribes or conflict with the company's interests, shall not use his or her authority to obtain improper or other illegal income, or misappropriate the company's property;

(2) No misappropriation of company funds is allowed; Directors have the following loyalty obligations to the company:

(3) The company's assets or funds shall not be used to (1) The company's property shall not be misappropriated, or the company's funds may be opened in his or her personal name or in the name of other individuals;

account; (2) Company assets or funds shall not be transferred to

(4) Shall not violate the provisions of these Articles of Association by depositing company funds in an account without opening an account in his or her own name or the name of another individual and obtaining the approval of the general meeting of shareholders or the board of directors;

Lending to others or using company property to provide others with other illegal income; (3) Do not use your authority to accept bribes or provide guarantees;

(5) Shall not violate the provisions of this Article or fail to do so. (4) Shall not take advantage of his position to benefit himself

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With the approval of the shareholders' meeting, enter into a contract with the company or seek business opportunities belonging to the company with others, but conduct transactions; report to the shareholders' meeting and be approved by the shareholders' meeting, or

(6) Without the consent of the general meeting of shareholders, the company shall not benefit from seeking benefits for itself or others in accordance with the laws, regulations or the provisions of these articles of association, except for those who are unable to take advantage of the business opportunities.

(7) Shall not accept commissions for transactions with the company or operate similar businesses for others as the company's own business;

(8) Not to disclose company secrets without authorization; (6) Not to accept transactions between others and the company

(9) Shall not use its affiliated relationship to damage the company and keep the commission as its own;

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

(10) Laws, administrative regulations and departmental rules (8) Shall not use its related relationships to damage the company and other loyalty obligations stipulated in this Articles of Association. company interests;

Income earned by directors who violate the provisions of this article shall belong to the company. (9) Laws, administrative regulations, and departmental rules shall belong to the company; if losses are caused to the company, other fiduciary obligations stipulated in this Articles of Association shall apply.

be liable for compensation. The income earned by a director in violation of the provisions of this article shall belong to the company; if any loss is caused to the company, the director shall

be liable for compensation.

Article 102 Directors shall abide by laws, administrative regulations and these Articles of Association. Article 109 Directors shall abide by laws, administrative regulations and these Articles of Association, and shall have the following diligence obligations to the company: The directors shall perform their duties in the best interests of the company.

(1) Benefits should be exercised with caution, conscientiousness and diligence, and all reasonable care normally due to managers should be exercised. Directors have the following diligence obligations to the company: to comply with national laws, administrative regulations and various national regulations.

(2) All shareholders should be treated fairly; in accordance with the requirements of this economic policy, business activities should not exceed operating

(3) Carefully read the company’s business scope and business licenses;

Financial reports, and a timely understanding of the company’s business operations and management. (2) All shareholders should be treated fairly;

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

(4) The company should regularly report on the status of the signature;

(4) Should refuse to sign the company's periodic report signature form for any reason, confirm the opinions on the periodic report in person, and ensure that the authenticity, accuracy and completeness of the true content of the information disclosed by the company cannot be guaranteed;

or if there is any objection, the specific reasons shall be explained and (5) Relevant announcements shall be truthfully provided to the Board of Supervisors; information and information shall not hinder the Board of Supervisors from exercising their duties.

(5) Should accept the performance of its powers by the Board of Supervisors;

(6) Laws, administrative regulations, and departmental rules shall provide relevant information and information to the Supervisory Committee, and shall not hinder the Supervisory Committee and other diligence obligations stipulated in this Charter.

The board of directors or supervisors shall exercise their powers;

(6) Laws, administrative regulations, and departmental rules

and other diligence obligations stipulated in this Charter.

Article 103 If a director fails to attend the meeting in person twice in a row, and does not entrust other directors to attend the board meeting, he shall be deemed to be unable to perform his duties, and the board of directors shall meet. It is recommended that the shareholders' meeting be removed.

Directors may resign before the expiration of their term of office. Article 111 Directors may resign during their term of office. Directors who resign must submit a written resignation to the board of directors and resign before the expiration date. Directors who resign shall submit a written report to the company and shall not evade the required resignation report through resignation or other means, nor shall they evade their responsibilities through resignation or other means. the responsibilities it should bear. The company received the resignation report

If the resignation of the company's board of directors takes effect on the date due to the resignation of a director, the company will disclose the relevant situation to the re-elected directors within two trading days when the number of directors falls below the legal minimum.

Before taking office, the original directors shall still perform their duties as re-elected directors in accordance with laws, administrative regulations, departmental rules and these Articles of Association. Except for the circumstances listed in the preceding paragraph, the resignation of a director before taking office shall still take effect when the written resignation report is delivered to the board of directors in accordance with laws and regulations. Laws and regulations, departmental rules, normative documents, national stocks

If the above situation occurs, the company shall complete the by-election of directors within two months according to the transfer system business rules and these Articles of Association. duties.

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Article 106: Directors violate the provisions of Article 114: If a director violates laws, administrative regulations, departmental rules or these Articles of Association and causes damage to others when performing company duties, the company shall be liable for compensation. If a director causes losses to the company, he shall bear liability; if a director commits intentional or gross negligence, he shall also be liable for compensation. Should bear liability for compensation.

The company should strictly abide by the relevant provisions of the Articles of Association. If a director violates laws and customs regulations when performing company duties, the related director shall abstain from voting when the board of directors considers related party transactions. If the company causes losses, it shall be liable for compensation.

Article 111 The Board of Directors shall consist of 9 directors. Article 117 The Board of Directors shall consist of 5 directors, including 3 independent directors, including 3 independent directors. The board of directors has one chairman. The chairman of the board is an accounting or financial professional. The board of directors shall be elected by a majority of all directors.

Article 112 The Board of Directors shall exercise the following duties. Article 118 The Board of Directors shall exercise the following powers: Power:

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

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

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

(4) Formulate the company's annual financial budget (4) Formulate the company's profit distribution plan and final accounting plan; Make up for losses;

(5) Formulate the company's profit distribution plan and (5) Formulate the company's plan to increase or reduce registration to make up for losses; capital and bond issuance plans;

(6) Formulate plans to increase or decrease the company's registration (6) Formulate plans for company mergers, divisions, dissolution of capital, issuance of bonds or other securities, listing of parties, and changes in company form;

(7) Within the scope of authorization of the shareholders’ meeting, decide

(7) Formulate plans for the company’s major acquisitions, the company’s external investments, the acquisition and sale of assets, assets against stocks, or mergers, divisions, dissolutions, and changes to corporate mortgages, external guarantees, entrusted financial management, related party transactions, and other matters;

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(8) Determine the establishment of the company’s internal management organization, the company’s external investment, acquisition and sale of assets, and asset disposition within the scope authorized by the general meeting of shareholders;

Mortgage, external guarantee matters, entrusted financial management, related matters (9) Decide on the appointment or dismissal of the company’s general manager, transactions and other matters; management and remuneration matters, and based on the nomination of the general manager

(9) Decide on the establishment of the company’s internal management organization and the appointment or dismissal of the company’s deputy general manager, financial director and other senior management personnel and their remuneration matters;

(10) Appoint or dismiss the general manager of the company;

(11) Formulate the company's basic management system. The transaction amount of the joint legal person accounts for more than 0.5% of the company's audited total assets in the most recent period, and exceeds 300

(12) Formulate a plan to amend the Articles of Association; Related transactions worth RMB 10,000;

(13) Management company information disclosure matters, (13) Review of guarantee matters other than those that require approval by the shareholders’ meeting to disclose regular reports and temporary reports in accordance with the law;

(14) Submit to the general meeting of shareholders the appointment or replacement of an accounting firm for the company's audit;

(15) Hear the work report of the general manager of the company. Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the report and the work of the general manager shall be inspected; the matters shall be reviewed by the shareholders' meeting.

(16) Review and approve the company’s proposed relationship with related parties

However, the transaction amount occurred is RMB 500,000.

Related transactions of more than RMB 100,000; review and approve the company’s proposed transactions with

The transaction amount of related legal persons accounts for the company’s recent

The audited total assets of the first period are more than 0.5% and exceed

Related transactions worth RMB 3 million;

(17) Deliberation requires approval by the general meeting of shareholders

Guarantee matters other than

(18) Laws, administrative regulations, departmental rules

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Articles of Association, these Articles of Association or other duties conferred by the general meeting of shareholders

right.

Matters beyond the scope of authorization of the general meeting of shareholders shall be raised

submitted to the general meeting of shareholders for review.

Article 117 The Board of Directors shall have a Chairman 1. Article 123 The Chairman shall exercise the following duties. The chairman of the board of directors shall have the majority power of all directors:

elected. (1) Preside over the shareholders’ meeting and convene and preside over the Board of Directors and Chairman of the Board to exercise the following powers: Board of Directors meetings;

(1) Preside over the general meeting of shareholders and convene and preside over the meeting of the executive board to supervise and inspect the resolutions of the board of directors;

(2) Supervise and inspect the implementation of board resolutions; (3) Approval of external investments, purchases, sales of assets and other transactions that do not meet the board’s deliberation standards;

(3) Approving transactions that do not meet the board of directors’ review standards, including external investments, purchases, sales of assets and other internal external donations with a cumulative amount of more than RMB 1 million;

Transaction matters with a cumulative amount of RMB 1 million (4) Other powers granted by the board of directors.

External donations within RMB;

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

Article 122: The Board of Directors convenes an extraordinary meeting. Article 128: The notification method of convening an extraordinary meeting of the Board of Directors is: personal delivery, mailing, subpoena, etc. The notification method is: personal delivery, mailing, hard copy, email, etc. in writing; the notification time limit is: 3 days before the convening of the extraordinary meeting of the Board of Directors in writing such as fax, email, instant electronic communication, etc. method; notification time limit is: extraordinary board meeting convening

In case of special circumstances, it is necessary to convene the board meeting as soon as possible 3 days before the meeting.

If a temporary meeting is held, the meeting notice may be given at any time by telephone or other oral means. If special circumstances require the directors to convene the meeting as soon as possible, the meeting notice may be given at any time. However, if the convener holds an extraordinary meeting, the convener may be called at any time or shall make an explanation at the meeting. Notice of meeting is given verbally by other means, but the convener

This should be explained at the meeting.

Article 123 The notice of the board of directors meeting shall include the following contents: Article 129 The notice of the board of directors meeting shall include the following contents:

(1) Date and place of meeting; (1) Date and place of meeting;

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(2) Meeting period; (2) Meeting period;

(3) Causes and issues; (3) Causes and issues;

(4) Date of issuance of notice. (4) Date of issuance of notice.

Topics for board meetings should be drawn up in advance and

Provide sufficient decision-making material.

Article 125 Directors and Board of Directors Resolutions Article 131 If a director is related to a matter to be discussed at a board meeting, he shall abstain from voting. If a resolution matter is related, he shall promptly report to the director and shall not exercise the right to vote on the resolution, nor shall he report in writing to the board of directors and abstain from voting, and shall not exercise the right to vote on the matter. If the board of directors meeting resolves to exercise voting rights, other directors may not act on behalf of other directors. Only more than half of the unrelated directors are present to exercise voting rights. Their voting rights are not included in the total voting rights. The resolutions made at the board of directors meeting must be approved by independent directors. The board meeting shall be approved by more than half of the unrelated directors. The board meeting can be held if all unrelated directors are present. If the number of related directors is less than 3, the resolution must be passed by more than half of the unrelated directors. The item is submitted to the shareholders' meeting for consideration. The number of unrelated directors present at the board meeting is less than 3

If the company is a shareholder, the matter shall be submitted to the shareholders' meeting for review.

Article 129 The minutes of the board of directors’ meeting shall include the following contents: Article 135 The minutes of the board of directors’ meeting shall include the following contents:

(1) The session of the meeting and the time and place of its convening (1) The date, place and convening point and method of the meeting; The name of the convener;

(2) Issuance of meeting notices; (2) Names of directors present and their recipients

(3) The name of the convener and host of the meeting and the director (agent) who will be entrusted to attend the board of directors; agenda; (3) Meeting agenda;

(4) Directors attending in person or on entrustment (4) Key points of directors’ speeches;

Situation; (5) The voting method and method of each resolution matter

(5) Proposals reviewed at the meeting; results (voting results should state whether they are in favor, against or

(6) Voting methods for each proposal and the number of votes abstaining from voting).

Results (voting results should indicate specific agreement, objection,

number of votes cast in favor or abstention);

(7) Other matters that the directors attending the meeting think should be recorded

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other matters.

Chapter 6 General Manager and Other Senior Management Personnel Chapter 6 Senior Management Personnel

Article 130 The company shall have a general manager, who shall be appointed or dismissed by the board of directors. Appointed or dismissed by the board of directors.

The company can have several deputy general managers, and the head office can have deputy general managers. The general manager nominates the deputy general managers, and the board of directors appoints or dismisses them. Name, appointed or dismissed by the board of directors.

The general manager, deputy general manager, secretary of the board of directors and chief financial officer of the company are the senior management personnel of the company. Its chief executive officer and chief financial officer are senior managers of the company. Among them, the financial director is the person in charge of finance. , the financial director is the person in charge of finance.

Article 131 The provisions of Article 99 of the Articles of Association concerning the circumstances in which the directors are prohibited from serving as directors shall be applicable to the senior management personnel. Applicable to senior managers.

This chapter happened to the company’s current senior managers

Under the circumstances specified in paragraph 1 of Article 99 of the Code, the

Proactively report to the company in a timely manner and

Resign within 1 month from the date of departure.

In addition to meeting the conditions specified in the preceding paragraph, the financial director shall

They should also have professional and technical positions such as accountants or above.

Qualifications, or a professional background in accounting and from

Have worked in accounting for more than three years.

This Article of Association concerns the directors’ duty of loyalty and Article 1

Items (4) to (6) of Article 102

The provisions on diligence obligations also apply to senior management

management personnel.

Article 134 The general manager is responsible to the board of directors. Article 141 The general manager is responsible to the board of directors and exercises the following powers: Responsibilities, in accordance with the provisions of the company's articles of association or the decisions of the board of directors.

(1) The production and operation manager in charge of the company is authorized to exercise the following powers:

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

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

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

(3) Formulate the company’s internal management structure and investment plan;

Plan; (3) Formulate the company’s internal management structure

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

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

(6) Recommend the appointment or dismissal of the company to the board of directors; (5) Develop specific rules of the company; deputy general manager and financial director;

(7) The decision on appointment or dismissal shall be made by the deputy general manager and chief financial officer of the board of directors;

Responsible managers other than those appointed or dismissed by the Board of Directors (7) The decision to appoint or dismiss responsible managers other than those made by the Board of Directors;

(8) This Article of Association and other powers granted by the Board of Directors (8) This Article of Association and other powers granted by the Board of Directors. right.

The general manager attends board meetings. The general manager attends board meetings.

Article 138 The company shall have a secretary to the board of directors. Article 145 The company shall have a secretary to the board of directors, who shall be responsible for the preparation, preparation, and document storage of the company’s shareholders’ meeting and board of directors meetings, as well as the management of the company’s shareholder information, investor management, document storage, and information disclosure of the company’s shares. Eastern data management and other work, handling information disclosure matters

The board secretary should comply with laws, administrative laws and other matters. The secretary of the board of directors shall attend the company's board of directors regulations, departmental rules and relevant provisions of these articles of association. Board of Directors and shareholders meeting.

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 board secretary within three months. Before the company appoints an agent, the chairman shall act as the person in charge of information disclosure affairs.

The board secretary shall abide by laws and administrative laws

regulations, departmental rules and relevant provisions of this Articles of Association.

Article 139 Resignation of senior management personnel shall be required Article 146 Resignation of senior management personnel

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When submitting a written resignation report, you must submit a written resignation report, and you must not evade your responsibilities through resignation. evade their responsibilities by removing themselves from the board of directors and other means. The resignation will take effect when the resignation report is delivered to the board of directors, except that the secretary to the board of directors has not completed the work transfer and the relevant announcement has not been disclosed. The resignation shall take effect when the resignation report is delivered to the board of directors.

Senior managers should include in their resignation reports

Explain the time of resignation, reason for resignation, position resigned,

Whether you will continue to serve in the company after resigning (if you continue to serve?

position, explain the situation of continuing to serve), etc.

Article 140 Senior managers shall strictly implement the resolutions of the board of directors, shareholders' meeting resolutions, etc., and do not perform their duties in the company and cause damage to others, the company will be required to change, refuse or passively implement relevant decisions without authorization and bear liability for compensation; the senior managers have intentional intentions. or serious negligence, they shall also be liable for compensation.

The financial director should actively supervise the company to formulate and implement policies.

Improve and implement the financial management system, focusing on the standardization of illegal transactions of senior managers when performing their duties. Violate the provisions of laws, regulations or these Articles of Association, the company shall be

The secretary of the board of directors should actively supervise the company's production and bear liability for compensation if it causes losses. Establish, improve and implement information disclosure affairs management system

degree, and do a good job in relevant information disclosure.

Senior management personnel violate the law while performing their duties

Against laws, administrative regulations, departmental rules or this charter

According to the provisions of the regulations, if losses are caused to the company, it shall bear the responsibility

Liability.

Chapter 7 Board of Supervisors Chapter 7 Supervisors and Board of Supervisors

Section 1 Supervisors Section 1 Supervisors

Article 141 The provisions in Article 99 of the Articles of Association concerning the circumstances in which a person shall not be prohibited from serving as a director shall be applicable to the supervisors. applicable to supervisors.

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The current supervisor of the company fails to comply with Article 90 of the Articles of Association.

In the circumstances specified in paragraph 1 of Article 9, the company shall report to the public in a timely manner

The company takes the initiative to report and 1 month from the date of occurrence of the fact

Resign within the month.

Directors, general managers and other senior managers

Cannot serve as supervisor concurrently.

Spouses of company directors, senior managers and

Immediate family members serving as directors and senior managers of the company

He shall not serve as a company supervisor during his term of office.

Article 142 Supervisors shall abide by laws. Article 149 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 property or other illegal income, or misappropriate the company's property. Produce.

This Articles of Association stipulates the fiduciary duties of directors.

regulations, which also apply to supervisors.

Article 144 The term of office of a supervisor has not expired in time. Article 151 If the term of office of a supervisor expires before re-election, the original supervisor shall be re-elected before the re-elected supervisor takes office, or the supervisor resigns during the term of office and the supervisor shall still perform the duties of a supervisor in accordance with the provisions of re-election in accordance with the provisions of laws, administrative regulations and these Articles of Association if the number of board members is less than the quorum. Before a supervisor takes office, the original supervisor shall still act in accordance with the law and

Supervisors who resign must submit a written resignation report. In accordance with the provisions of administrative regulations and these Articles of Association, supervisors who perform their duties as supervisors shall not circumvent their responsibilities through resignation or other means.

responsibilities. Except for the following circumstances, the resignation of a supervisor shall be from

(1) The resignation of a supervisor leads to the reduction of the responsibilities of the members of the supervisory board. Except for the following circumstances, the resignation of a supervisor shall be subject to the legal minimum number; the resignation report shall be effective when it is delivered to the Board of Supervisors:

(2) The resignation of the employee representative supervisor leads to the employee (1) The resignation of the supervisor causes the number of supervisory board members to decrease, and the number of representative supervisors is less than one-third of the members of the supervisory board, which is less than the legal minimum number;

one. (2) The resignation of the employee representative supervisor resulted in employee

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Under the above circumstances, the resignation report shall be submitted to one of the following three supervisors representing a smaller number of supervisors than members of the Supervisory Board to fill the vacancy created by their resignation.

can take effect. Before the resignation report takes effect, the supervisor who intends to resign under the above circumstances shall still continue to perform his duties in accordance with the relevant laws and administrative regulations and the provisions of the company's articles of association. can take effect. Before the resignation report takes effect, it is planned to

If the situation in paragraph 2 occurs, the company shall complete the by-election within 2 months in accordance with relevant laws and administrative laws. continue to perform their duties in accordance with the provisions of the regulations and articles of association of the company.

Supervisors shall explain their resignation in their resignation report

Time, reason for resignation, position resigned, after resignation

Whether to continue to serve in the company (if continuing to serve, say

Ming continues to serve) and other circumstances.

Article 145 Supervisors shall ensure that the company’s disclosures are true, accurate and complete. Article 152 Supervisors shall ensure that the information disclosed by the company is true, accurate and complete. The information disclosed is true, accurate, complete and accurate

Signed written confirmation of the report.

Article 156 The Company’s Investor Relations Management Article 163 The Company’s investor relations management shall implement the chairman’s responsibility system, and the Company’s general manager, deputy general manager, financial director and other senior managers of the company shall actively participate in major investor relations activities. Managers should actively participate in major investor relations activities

The secretary of the board of directors is in charge of investor relations of the company.

The specific person in charge of the management work; the Secretary of the Company's Board of Directors The Secretary of the Board of Directors is the specific person in charge of the company's investor relations management. The secretary of the Company's Board of Directors is responsible for planning, arranging and organizing various investor relations management activities based on a comprehensive and in-depth understanding of the company's operations and management, and the management's work; the company's Board of Directors Secretary's business status, development strategies, etc. Responsible for planning, arranging and organizing various investor relations management activities based on business conditions, development strategies, etc. If the company applies to terminate the listing of its stocks on the National Equities Exchange and Quotations, it will fully consider the legitimate rights and interests of shareholders and establish an investor protection mechanism related to the termination of listing. The company should set out in its articles of association

Establish special regulations on investor protection during the termination of listing

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terms. Among them, if a company voluntarily terminates listing, it should formulate reasonable investor protection measures, and provide protection for the rights and interests of other shareholders by providing cash options, buyback arrangements, etc. to controlling shareholders, actual controllers and relevant entities; if a company is forced to terminate listing, it should proactively and actively negotiate solutions with other shareholders, and make clear arrangements for the protection of shareholders' rights and interests in the case of voluntary termination of listing and forced termination of listing.

Article 161 The Company shall formulate the Company's financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments. financial accounting system.

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 163 When the company distributes the after-tax profits for the current year, Article 170 When the company distributes the after-tax profits for the current year, it shall withdraw 10% of the profits and include them in the company's legal profit. The cumulative amount of the company's statutory reserve fund is the 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 may be made. Pick.

If the company's statutory common reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall first be used to make up for the losses before the statutory common reserve fund is withdrawn in accordance with the provisions of the preceding paragraph. Loss.

The company allocates statutory reserves from after-tax profits. The company allocates statutory reserves from after-tax profits.

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After tax, upon resolution of the shareholders' meeting, the discretionary provident fund may also be withdrawn from after-tax profits, upon resolution of the shareholders' meeting. Withdraw discretionary provident fund from Runzhong.

The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund shall be distributed in accordance with the proportion of shares held by shareholders, except that the Articles of Association shall not distribute according to the proportion of shareholdings. Except.

If the general meeting of shareholders violates the provisions of the preceding paragraph and disburses profits to shareholders before the company repays losses and withdraws statutory reserve funds, the shareholders shall return the profits distributed in violation of the regulations to the company. If the shareholders cause losses to the company, the shareholders and the profits shall be returned to the company. Responsible directors, supervisors and senior managers

The company's shares held by the company do not participate in the distribution and shall bear liability for compensation.

Allocate profit. The company's shares held by the company will not participate in the distribution

Allocate profit.

Article 164 The company's reserve fund is used to make up for the company's losses, expand the company's production and operations, or to increase the company's capital. However, the capital reserve will be converted into increasing the company's capital.

Not used to make up for the company's losses. The provident fund can be used to make up for the company's losses. You can use it as you wish first.

When the statutory reserve fund is converted into capital, the remaining reserve fund and statutory reserve fund; if it still cannot be made up, the reserve fund will be no less than the capital reserve fund before the company is registered and can use the capital reserve fund in accordance with regulations.

25% of capital. When the statutory reserve fund is converted to increase the registered capital, the remaining reserve fund will be no less than the amount before the increase.

25% of the company’s registered capital.

Article 169 The company hires an accounting firm that has obtained the "qualification to engage in securities-related business under the Securities Law" to conduct consulting services related to accounting statement auditing, net asset verification and other accounting, net asset verification and other related consulting services. The term of appointment is one year and can be used for other services. The term of appointment is one year and can be renewed.

Renewal.

Article 170 The company’s employment of an accounting firm. Article 175 The company’s employment and dismissal of accountants must be decided by the shareholders’ meeting, and the board of directors shall not.

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An accounting firm will be appointed before the Eastern Conference decides. An accounting firm may be appointed before the shareholders' meeting makes a decision.

Article 174 The company's notice shall be issued in the following manner. Article 178 The company's notice shall be issued in the following manner:

(1) Send it out by a special person; (1) Send it out by a special person;

(2) Sent by mail; (2) Sent by mail;

(3) Announcements, faxes, and emails. (3) Announcements, faxes, emails, i.e.

time electronic communications.

Article 176 Company notices are sent by a special person. Article 180 If a company notice is sent by a special person, the person to be served shall sign (or seal) the delivery receipt (or seal). If the company notice is sent by fax or email, the day when the fax or email is sent is the delivery date; if the company notice is sent by fax or email, the date of delivery is the day when the fax or email is sent; if the company notice is sent by announcement, if the first company notice is sent by announcement, once the notice is announced, the date of publication is the date of delivery. All relevant persons shall be deemed to have been notified.

Article 180 The company's information disclosure shall include Article 184 The company shall publish company announcements, offering instructions, issuance reports, regular and other information that needs to be disclosed on an information disclosure platform that complies with the provisions of the "Securities Public Transfer Instructions, Targeted Transfer Instructions, and Statutes". Company information disclosure reports and interim reports, etc. It should include the public transfer instructions, the targeted transfer instructions, the targeted issuance instructions, and the issuance report.

books, regular reports and ad hoc reports, etc.

Article 184 If a company is divided, its property shall be divided accordingly. Article 188 If a company is divided, its property shall be divided accordingly. Corresponding segmentation.

When a company is divided, a balance sheet and a property list must be prepared. The company shall make its own property list for the purpose of making the resolution of division. The company shall notify its creditors within 10 days of the date of making the separation resolution, and shall notify its creditors within 10 days of the date of division, and shall publish an announcement in a newspaper that complies with legal requirements within 30 days. In newspapers or national enterprises that comply with legal provisions

Industrial Credit Information Publicity System Announcement.

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Article 186: The company needs to reduce its registered capital. Article 190: When the company needs to reduce its registered capital, it must prepare a balance sheet and property inventory. one.

The company shall notify its creditors within 10 days from the date of making the resolution to reduce the registered capital, and shall publish the resolution in a newspaper that complies with the law within 30 days or in a national announcement. The creditor shall make an announcement on the enterprise's credit information disclosure system 30 days from the date of receipt of the notice. Among creditors, those who have not received the notice shall have the right to require the company to pay off debts or provide notice within 45 days from the date of announcement, and have the right to provide corresponding guarantees within 30 days from the date of receipt of the notice. Require the company to pay off debts or provide corresponding guarantees

The company's registered capital after capital reduction will not be less than guaranteed.

Legal minimum. 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. The company’s registered capital after capital reduction will not be low.

below the statutory minimum limit.

Article 188 The company is dissolved for the following reasons. Article 194 The company is dissolved for the following reasons: Dissolution:

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

(2) The general meeting of shareholders resolves to dissolve; appears;

(3) The company needs to be dissolved due to merger or division; (2) The shareholders’ meeting resolves to dissolve;

(3) The company needs to be dissolved due to merger or division.

(4) The business license is revoked and ordered to disperse in accordance with the law;

Closed or revoked; (4) Business license revoked or ordered to

(5) The company encounters serious difficulties in its operation and management and is closed down or cancelled;

(5) If the company has serious difficulties in its operation and management, which cannot be solved through other means, the company shall be held in difficulty, and its continued existence will cause serious losses to the interests of shareholders. Shareholders with more than 10% of the voting rights of all shareholders of the company may lose, and if it cannot be solved through other means, the company shall be held.

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to request the People's Court to dissolve the company. Shareholders with more than 10% of the voting rights of all shareholders of the company may request the People's Court to dissolve the company.

If the company encounters the reasons for dissolution specified in the preceding paragraph, it shall report the reasons for dissolution to the state enterprise within ten days.

The credit information publicity system shall be publicized.

Article 189 If the company has the circumstances of Article 110 of the Articles of Association, Article 195. If the company has the circumstances specified in Item (1) of Article 188 of the Articles of Association, it may continue to exist by amending the Articles of Association by amending the circumstances of Article 194 (1) and (2) of the Articles of Association. If it is deformed and has not distributed property to shareholders, it can survive by amending these articles of association.

Amending the Articles of Association or making a resolution at the shareholders' meeting in accordance with the provisions of the preceding paragraph must be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting.

Passed.

Article 190 If the company is dissolved due to the provisions of Article 18 (1), (2) and (4) of Article 18 of this Article, Article 194 (1), (2), (5) and (5) of this Article of Association shall be established within 15 days from the date when the reasons for dissolution arise. The directors are the liquidation obligors of the company and should be accounted for, and liquidation begins. The liquidation committee shall be composed of directors or persons determined by the general meeting of shareholders within fifteen days from the date of occurrence of the reasons for dissolution. If the liquidation group is not established within the time limit, a liquidation group will be established for liquidation.

If a liquidation group is formed to conduct liquidation, creditors may apply for liquidation. outside.

If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall bear the liability

bear liability for compensation.

Article 192 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall notify creditors within 10 days from the date of establishment, and shall publish an announcement in a newspaper that complies with legal provisions within 60 days. creditors should

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Within 45 days from the date of announcement, the liquidation team shall report its claims to the liquidation group within 30 days from the date of receipt of the notice. The notice shall be submitted to the Qing Dynasty within 45 days from the date of announcement.

When a creditor declares his or her creditor's rights, the creditor shall indicate the settlement group declaring its creditor's rights.

relevant matters and provide supporting materials. The liquidation team shall declare the creditor's claim to the creditor, and shall register the creditor's right if the creditor's right shall be explained. relevant matters and provide supporting materials. The liquidation team should

During the period of declaring claims, the liquidation team shall not register any debts or claims.

The right holder shall make repayment. During the period of reporting claims, the liquidation team shall not

The right holder shall make repayment.

Article 194: The liquidation team is cleaning up the company's property. Article 200: After the liquidation team is cleaning up the company's property, compiling assets, and preparing a balance sheet and property list, and after issuing the balance sheet and property list, if it discovers that the company's current 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. The court applied for bankruptcy liquidation.

After the company is declared bankrupt by the People's Court, and after the People's Court accepts the bankruptcy application, the liquidation team shall transfer the liquidation affairs to the People's Court designated court. bankruptcy administrator.

Article 195 After the liquidation of the company is completed, the liquidation team shall prepare a liquidation report and submit it to the general meeting of shareholders or the People's Court for confirmation, and submit it to the company registration authority and the People's Court for confirmation, and submit it to the company registration authority, apply for customs clearance, apply for cancellation of company registration, and announce the termination of the company. Please cancel company registration.

Article 196 Members of the liquidation team shall perform their duties faithfully and fulfill their liquidation obligations in accordance with the law. Liquidation duties, obligations of loyalty and diligence.

Members of the liquidation team shall not take advantage of their authority to accept bribes. Members of the liquidation team shall be negligent in performing their liquidation duties, give bribes or other illegal income, and shall not misappropriate the company's property. If the company causes losses, they shall bear liability for compensation. Causes losses to creditors due to intentional or gross negligence

Members of the liquidation team shall be liable for compensation if they commit negligence intentionally or due to gross negligence.

If it causes losses to the company or creditors, it shall bear the responsibility

bear liability for compensation.

Article 201 Interpretation Article 208 Interpretation

(1) Controlling shareholders refer to the shares held by them. (1) Controlling shareholders refer to the shares held by them.

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Shareholders who hold more than 50% of the company's total share capital; shareholders who hold more than 50% of the company's total share capital; shareholders whose contingent shares hold less than 50% of the shares, but whose voting rights are sufficient to have a significant impact on the resolutions of the shareholders' meeting. Shareholders who have a significant influence on the resolutions of the shareholders' meeting.

(2) Actual controller refers to a natural person, legal person or other group of persons who, although not a shareholder of the company, can actually control the company's behavior through investment relationships, agreements or relationships, agreements or other arrangements. Weave.

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

Article 207: These Articles of Association shall come into effect on the date when they are reviewed and approved by the company’s shareholders’ meeting. Article 214: These Articles of Association shall come into effect on the date when they are reviewed and approved by the shareholders of the company.

The relevant special regulations specifically for the public transfer of shares

Special provisions apply since the company’s shares are listed among the national small and medium-sized enterprise stocks.

It will take effect from the date when the shares are listed for trading in the transfer system.

(2) New terms and conditions

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

The company is a joint-stock company established by the overall change of Jiangxi Yuneng Pharmaceutical Co., Ltd., registered with the Ji'an Municipal Market Supervision and Administration Bureau, and obtained a business license. The unified social credit code is 913608057460814337.

Article 3 The company will be listed on the National Equities Exchange and Quotations on December 14, 2022.

Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company.

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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 32 The company’s controlling shareholders, actual controllers, directors, supervisors and senior managers are not allowed to buy or sell the company’s stocks during the following periods:

(1) If the date of the annual report is postponed due to special reasons within 15 days before the announcement of the company's annual report, the calculation will start from the 15 days before the original scheduled announcement date until the end of the announcement date;

(2) Within 5 days before the announcement of the company’s performance forecast and performance bulletin;

(3) From the date of the occurrence of major events that may have a greater impact on the trading prices of the company's stocks and other securities and investors' investment decisions, or the date of entry into the decision-making process, to the date of disclosure in accordance with the law;

(4) Other periods determined by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Article 35 When a company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other actions that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. Shareholders registered after the market close on the equity registration date shall be shareholders who enjoy relevant rights and interests.

Article 39 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 43 If a company shareholder abuses his shareholder rights and causes losses to the company or other shareholders, he shall bear liability for compensation in accordance with the law.

If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.

Section 2 Controlling Shareholders and Actual Controllers

Article 44 The controlling shareholders and actual controllers of a company shall exercise their rights and perform their obligations in accordance with laws, regulations, departmental rules, normative documents, and business rules of the National Equities Exchange and Quotations System to safeguard the interests of the company.

Article 45 The company’s controlling shareholders and actual controllers shall abide by the following provisions:

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

(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, institutional 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 46 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.

Article 47 Controlling shareholders and actual controllers who transfer the shares of the company they hold shall abide by the restrictive provisions on share transfers in laws, regulations, departmental rules, normative documents, the business rules of the National Equities Exchange and Quotations System, and the commitments made to restrict share transfers.

When a company is acquired, the acquirer does not need to issue a general tender offer to all shareholders.

Article 52 The following related party transactions of the company must be reviewed and approved by the shareholders’ meeting:

(1) The transaction amount between the company and related parties (excluding the provision of guarantees) accounts for more than 5% of the company's latest audited total assets and exceeds 30 million yuan, or transactions that account for more than 30% of the company's latest audited total assets;

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(2) The company provides guarantees to related parties.

Article 58 The shareholders' meeting shall be convened by the board of directors and chaired by the chairman; if the chairman is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to preside over the meeting. If the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, the board of supervisors shall convene and preside over it in a timely manner; if the board of supervisors fails to convene and preside over the meeting, shareholders who individually or collectively hold more than 10% of the company's issued voting shares for more than 90 consecutive days may convene and preside over the meeting on their own.

Article 75 The convener will verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of voting shares they hold.

Article 95 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.

Article 107 Directors and senior managers of a company may not concurrently serve as supervisors. The spouses and immediate family members of the above-mentioned persons shall not serve as supervisors of the company during the period when directors and senior managers of the company serve.

Article 112 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made. If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.

Article 138 The senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders.

The provisions of this Articles of Association regarding the fiduciary duties of directors also apply to senior managers.

Article 181 The company shall notify the shareholders of the meeting by public announcement.

Notices of meetings of the company's board of directors and board of supervisors shall be delivered by hand, mail, email, fax, email, or instant electronic communication.

Article 191 If the company still has losses after making up for losses in accordance with the provisions of paragraph 2 of Article 171 of the Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.

If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of Paragraph 2 of Article 190 of this Article shall not apply, but an announcement shall be made in a legally compliant newspaper or the National Enterprise Credit Information Publicity System within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.

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

Article 192 If the registered capital is reduced in violation of the Company Law and other relevant regulations, shareholders shall

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When the funds received are returned, the capital contribution of shareholders who have been reduced or reduced shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors, supervisors, and senior managers shall bear the liability for compensation.

Article 207 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.

(3) Delete the content of the terms

Article 16 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 38 If a shareholder holding more than 5% of the company's voting shares pledges his or her shares, he or she shall make a written report to the company on the day this fact occurs. Article 39 The company’s controlling shareholders and actual controllers shall take practical measures to ensure the company’s asset independence, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way. Controlling shareholders, actual controllers and the companies they control are not allowed to create new horizontal competition after the company is listed. Article 40 The controlling shareholder and actual controller of a company have a duty of good faith to the company and other shareholders of the company, and shall exercise shareholder rights and perform shareholder obligations in accordance with the law. The controlling shareholder or actual controller of the company shall not use its control power to harm the legitimate rights and interests of the company and other shareholders, nor shall it use its controlling position to seek illegal benefits. Controlling shareholders and actual controllers shall not interfere with the company's normal decision-making procedures in violation of laws, regulations, departmental rules, business rules and these Articles of Association, harm the legitimate rights and interests of the company and other shareholders, shall not set approval procedures for the personnel election results of the shareholders' meeting and the personnel appointment resolutions of the board of directors, shall not interfere with the normal selection and appointment procedures of senior managers, and shall not directly appoint or remove senior managers without bypassing the shareholders' meeting and the board of directors. The company's controlling shareholders and actual controllers are not allowed to obtain the company's undisclosed material information through direct access or requesting the company to report to them, unless otherwise provided by laws and regulations. Controlling shareholders and actual controllers shall be liable for compensation if they violate relevant laws, administrative regulations and the provisions of these Articles of Association and cause losses to the company and other shareholders. Article 41 The company should continuously improve the long-term mechanism to prevent non-operating capital appropriation by controlling shareholders and strictly control the occurrence of non-operating fund appropriation by controlling shareholders and other related parties. The company's controlling shareholders, actual controllers and the enterprises they control shall not occupy the company's funds in any of the following ways: (1) The company advances wages, benefits, insurance, advertising and other expenses and other expenses for the controlling shareholders, actual controllers and the enterprises they control; (2) The company repays debts on behalf of the controlling shareholders, actual controllers and the enterprises they control; (3) Lending funds from the company to the controlling shareholders, actual controllers and the enterprises they control, paid or free, directly or indirectly; (4) Failure to make timely payments

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Repay the debts caused by the company assuming the guarantee responsibilities of the controlling shareholders, actual controllers and the companies they control;

(5) The company provides funds to the controlling shareholders, actual controllers and enterprises controlled by the company without consideration for goods or services; (6) Other forms of capital occupation as determined by the China Securities Regulatory Commission and the National Equities Exchange and Quotations. The company shall not provide funds and assets to shareholders and their related parties, paid or free, directly or indirectly, in the form of advance payment of wages, benefits, insurance, advertising and other period expenses, advance payment of investment funds, etc., nor may the company bear costs and other expenses for each other. Article 42 The shareholders, actual controllers and acquirers of a company shall perform their information disclosure obligations in strict accordance with relevant regulations, promptly notify the company of changes in control, changes in equity and other major matters, and ensure that the disclosed information is true, accurate and complete, and shall not contain false records, misleading statements or major omissions. The company's shareholders, actual controllers, and acquirers shall actively cooperate with the company in fulfilling its information disclosure obligations and shall not require or assist the company to conceal important information. The company's shareholders, actual controllers and other insiders have the obligation to keep confidentiality before the disclosure of relevant information. They are not allowed to use the company's undisclosed major information to seek benefits, and are not allowed to engage in insider trading, market manipulation or other fraudulent activities. Companies should do a good job in the registration and management of insider information for major matters such as public offerings of securities, major asset reorganizations, and share repurchases.

Article 48 The powers stipulated in the Articles of Association that must be exercised by the general meeting of shareholders shall not be exercised by the board of directors or other institutions or individuals through authorization.

Article 67 Legal persons and partnership shareholders shall be represented at meetings by their legal representatives, executive partners (or their delegates) or their authorized agents. If the legal representative or executive partner (or their appointed representative) 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 or executive partner (or his/her appointed representative); if an agent is entrusted to attend the meeting, the agent shall present his or her identity card, the legal representative/executive partner (or his/her designated representative) ID card or other valid certificates or certificates that can indicate his/her identity, and a written power of attorney issued by the legal representative/executing partner (or his/her designated representative) of the shareholder unit in accordance with the law.

Article 69 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document and voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting. If the client is a legal person or a partnership, its legal representative, executive partner (or its appointed representative) or a person authorized by resolution of the board of directors or other decision-making body shall attend the company's general meeting of shareholders as a representative.

Article 81 (4) The company’s annual budget plan and final accounts plan.

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Article 104 When a director's resignation takes effect or his term of office 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, but will remain valid within the reasonable period stipulated in the Articles of Association; his obligation to keep the company's trade secrets confidential will remain valid until the trade secrets become public information, and he must strictly perform the obligations agreed with the company such as prohibiting horizontal competition; the duration of other loyalty obligations shall be determined based on the principle of fairness, and generally shall remain valid within one year after the resignation takes effect or the expiration of the term of office.

Article 107 When a company hires independent directors, relevant matters such as the qualifications, selection, replacement and filing procedures of independent directors shall comply with the relevant provisions of laws, administrative regulations, regulations of the China Securities Regulatory Commission, the business rules of the National Equities Exchange and Quotations and the "Working Rules for Independent Directors" formulated by the company.

Independent directors have a duty of loyalty and diligence to the company and all shareholders. They conscientiously perform their duties in accordance with laws, administrative regulations, China Securities Regulatory Commission regulations, National Equities Exchange and Quotations Company business rules and the company's articles of association. They play the role of participation in decision-making, supervision and checks and balances, and professional consultation on the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.

Article 108 Independent directors shall perform the following duties:

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

(2) Supervise potential major interests and conflicts between the company and its controlling shareholders, actual controllers, directors, and senior managers;

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

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

In addition to the powers granted to directors by the Company Law and other relevant laws and regulations, independent directors enjoy the following special powers in the company:

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

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

(3) Propose to convene a board meeting;

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

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

(6) Other powers stipulated in laws, administrative regulations, the China Securities Regulatory Commission and the company's articles of association.

The exercise of the powers listed in items (1) to (3) of the preceding paragraph by independent directors shall require the consent of more than half of all independent directors.

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Article 109 The company shall establish an audit committee and set up special committees on strategy, nomination, remuneration and assessment. Special committees are responsible to the board of directors and perform their duties in accordance with the company's articles of association and the authorization of the board of directors. The members of the special committee shall all be composed of directors. Among them, the audit committee, the nomination committee, and the remuneration and assessment committee shall have a majority of independent directors and shall serve as the convener. The members of the audit committee shall be directors who are not senior managers of the company, and the convener shall be an accounting professional. For the relevant provisions of the company's special committees, please refer to the working rules of each special committee for details. If the work details of each special committee are inconsistent with the laws, administrative regulations, China Securities Regulatory Commission and the company's articles of association, the laws, administrative regulations, China Securities Regulatory Commission and the company's articles of association shall prevail.

Section 2 Internal Audit

Article 167 A company may implement an internal audit system and assign full-time auditors to conduct internal audit supervision of the company's financial revenues and expenditures and economic activities.

Article 168 The company's internal audit system and the responsibilities of the 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.

Article 172 The audit fees of an accounting firm shall be determined by the shareholders' meeting.

Article 177 The company shall prepare and disclose an annual report within 4 months from the end of each fiscal year, and prepare a semi-annual report within 2 months from the end of the first 6 months of each fiscal year. When a company is required to disclose an interim report in accordance with laws, administrative regulations, departmental rules and the relevant provisions of the National Equities Exchange and Quotations, it shall disclose the interim report in a timely manner in accordance with the law.

The above-mentioned regular reports and interim reports are prepared and disclosed in accordance with relevant laws, administrative regulations, departmental rules and the provisions of National Equities Exchange and Quotations.

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 order to fully implement the latest laws and regulations, further improve the company's standardized operation level, and improve the company's

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According to the Company Law, the Measures for the Supervision and Administration of Unlisted Public Companies, the Announcement on the Issuance of 36 Rules, the Notice on the Transitional Arrangements for the Implementation of the New Supporting National Equity Transfer System Business Rules, etc., it is planned to revise the company’s existing articles of association. There are certain adjustments to the structure of the articles of association. The content of the articles of association has been revised in compliance with the relevant provisions of the National Equities Exchange and Quotations. Other contents remain unchanged. Please see the above revisions for details.

3. Documents for reference

Documents of the Sixth Meeting of the Second Board of Directors of Jiangxi Yuneng Pharmaceutical Co., Ltd.

Board of Directors of Jiangxi Yuneng Pharmaceutical Co., Ltd.

December 3, 2025