[Temporary Announcement] Weiyuan Likang: Articles of Association
Announcement code: 2025-038 Securities code: 874109 Securities abbreviation: Weiyuan Likang Sponsored securities firm: Zhongtai Securities Beijing Weiyuan Likang Biotechnology Co., Ltd. Articles of Association
December 2025
Announcement code: 2025-038
Directory
Chapter 1 General Provisions................................................................................................ 4
Chapter 2 Business Purpose and Scope ........................................................ 5
Chapter 3 Shares................................................................................................................ 5
Section 1 Issuance of Shares ........................................................................ 5
Section 2 Increase, decrease and repurchase of shares ............................................................. 7
Section 3 Share Transfer ............................................................................ 8
Chapter 4 Shareholders and Shareholders Meeting .................................................................. 10
Section 1 Shareholders ........................................................................................ 10
Section 2 General Provisions for Shareholders’ Meetings ........................................ 14
Section 3 Convening the Shareholders’ Meeting .................................................................. 17
Section 4 Proposals and Notices of Shareholders’ Meeting ........................................ 18
Section 5 Convening of Shareholders’ Meeting .................................................................. 20
Section 6 Voting and Resolutions of Shareholders’ Meeting ........................................ 23
Chapter 5 Board of Directors................................................................................................ 26
Section 1 Directors ............................................................................................ 26
Section 2 Board of Directors ........................................................................ 29
Chapter 6 General Manager and Other Senior Management Personnel ........................................ 34
Chapter 7 Board of Supervisors................................................................................................ 36
Section 1 Supervisors ................................................................................. 36
Section 2 Board of Supervisors ........................................................................ 36
Chapter 8 Financial Accounting System, Profit Distribution and Audit ............................. 38
Section 1 Financial Accounting System .................................................................. 38
Announcement code: 2025-038
Section 2 Profit Distribution ........................................................................ 38
Section 3 Internal Audit ........................................................................ 40
Section 4 Appointment of Accounting Firm ........................................ 40
Chapter 9 Notices, Announcements and Information Disclosure ........................................ 41
Section 1 Notices and Announcements ........................................................ 41
Section 2 Information Disclosure ........................................................................ 42
Chapter 10 Investor Relations Management ............................................................. 43
Chapter 11 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation ........................ 44
Section 1 Merger, spin-off, capital increase and capital reduction .................................. 44
Section 2 Dissolution and Liquidation ........................................................ 45
Chapter 12 Supplementary Provisions...................................................................................... 48
Announcement number: 2025-038
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, and regulate the organization and behavior of the company, this Articles of Association (hereinafter referred to as the "Articles") is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the "Regulatory Guidelines for Unlisted Public Companies No. 3 - Essential Articles of Association" (hereinafter referred to as the "Regulatory Guidelines No. 3") and other relevant provisions.
Article 2 Beijing Weiyuan Likang Biotechnology Co., Ltd. (hereinafter referred to as the "Company") was changed from a limited liability company to a joint stock limited company in accordance with the relevant provisions of the "Company Law", and the establishment method was sponsorship.
Article 3 The registered name of the company: Beijing Weiyuan Likang Biotechnology Co., Ltd.
Article 4 Company address: 2nd Floor, West Side, North Building, Building 1, No. 26, Science Park Road, Life Science Park, Changping District, Beijing 2008.
Article 5 The registered capital of the company is RMB 21,571,519.
Article 6 The company’s operating period is: long-term.
Article 7 The chairman of the board of directors 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 shall determine a new legal representative within thirty days from the date of resignation of the legal representative.
Article 8 The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company. The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.
If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or these Articles of Association.
Article 9 All assets of a company are divided into equal shares. Shareholders shall bear liability to the company to the extent of the shares they subscribe for, and the company shall bear liability to the company's debts with all of its assets.
Announcement number: 2025-038
Article 10 From the date of entry into force, these Articles of Association shall become a legally binding document that regulates the organization and behavior of the company, and the rights and obligations between the company and shareholders, and between shareholders, and shall be legally binding on the company, shareholders, directors, supervisors, and senior managers.
Article 11 According to this Article of Association, shareholders may sue shareholders, shareholders may sue the company’s directors, supervisors, general managers and other senior managers, shareholders may sue the company, and the company may sue shareholders, directors, supervisors, general managers and other senior managers.
Article 12 The term “other senior managers” as mentioned in these Articles of Association refers to the company’s deputy general manager, secretary to the board of directors, and chief financial officer.
Chapter 2 Business Purpose and Scope
Article 13 The company’s business purpose: to protect people’s life and health through advanced technology, become a leading enterprise in the domestic gene therapy industry, and enable the company’s shareholders to obtain satisfactory economic returns.
Article 14 After registration in accordance with the law, the company's business scope is: general projects: technical services, technology development, technical consulting, technology exchange, technology transfer, technology promotion; sales of bio-based materials. (Except for projects that require approval in accordance with the law, business activities can be carried out independently with a business license in accordance with the law) (Business activities of projects prohibited and restricted by national and municipal industrial policies are not allowed.) (Subject to the business scope approved by the market supervision and management authority).
Chapter 3 Shares
Section 1 Share Issuance
Article 15 The company's shares shall be in the form of registered shares.
Article 16 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same type shall have equal rights. For stocks of the same type issued at the same time, the issuance conditions and price for each share shall be the same; for shares subscribed by any unit or individual, the same price shall be paid for each share.
Article 17 The par value of the stocks issued by the company shall be expressed in RMB, and the par value per share shall be RMB 1 yuan.
Announcement number: 2025-038
Article 18 The shares issued by the company shall be centrally deposited at the China Securities Depository and Clearing Co., Ltd. after the company is approved to list and transfer shares publicly on the National Equities Exchange and Quotations (hereinafter referred to as the "Equity Transfer System").
Article 19 The total number of ordinary shares issued to all promoters when the company is established is 20 million shares, with a par value of RMB 1 per share, and the total share capital is RMB 20 million. The number of shares subscribed by each promoter, the method of capital contribution and the shareholding ratio when the company is established are as follows:
Preface
No. Name of sponsor Subscription shares (shares) Investment method Shareholding ratio Time of investment
net worth discount
1 Li Xiaopeng 8,704,460.00 43.5223% Shares on January 31, 2022
Beijing Taihe Xinze Technology Development Net Assets Discount
2 2,980,980.00 14.9049% Xinxin (limited partnership) on January 31, 2022 Shares
Beijing Zhongguancun Shangdi Biotechnology Net Asset Discount
3 119,240.00 0.5962% Development Co., Ltd. on January 31, 2022 Shares
Beijing Nuoshan Tongchuang Investment Management Co., Ltd. net assets discount
4 119,240.00 0.5962% As of January 31, 2022 (Limited Partnership) Shares
net worth discount
5 Liu Zengyu 1,175,220.00 5.8761% Shares on January 31, 2022
net worth discount
6 Wang Yingdian 254,580.00 1.2729% Shares on January 31, 2022
Suzhou Jianxin Hankang Venture Capital Co., Ltd. net assets discount
7 1,903,060.00 9.5153% Partnership (limited partnership) shares on January 31, 2022
Beijing Hankang Jianxin Venture Capital has a net asset discount of
8 1,488,960.00 7.4448% Co., Ltd. shares on January 31, 2022
Ningbo Meishan Bonded Port Area Fengchuanhong
net worth discount
9 Bo Investment Management Partnership (with 1,762,100.00 8.8105% shares on January 31, 2022
limited partnership)
Chengdu Biocity No. 1 Equity Investment
net worth discount
10 Fund Partnership (Limited Partnership) 648,760.00 3.2438% Shares on January 31, 2022
Guy)
Beijing Yishang Huicheng Venture Capital’s net assets are discounted
11 324,380.00 1.6219% As of January 31, 2022 (Limited Partnership) Shares
Beijing Cuihu Investment Management Co., Ltd. Net assets discount
12 162,200.00 0.8110% Company shares as of January 31, 2022
Beijing Wurui Investment Management Center Net Asset Discount
13 162,200.00 0.8110% January 31, 2022
(limited partnership) shares
Announcement number: 2025-038
Beijing Zhongshi Houde Petroleum Materials Equipment Net Assets Discount
14 194,620.00 0.9731% Preparation Co., Ltd. shares as of January 31, 2022
Total 20,000,000.00 - 100.00% -
Article 20 The total number of shares of the company is 21,571,519 shares, all of which are ordinary shares.
Article 21 The company or its subsidiaries (including its affiliated enterprises) shall not provide any funding in the form of gifts, advances, guarantees, compensation or loans to those who purchase or intend to purchase the company's shares, unless the company implements an employee stock ownership plan.
For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than 2/3 of all directors.
Section 2 Increase, decrease and repurchase of shares
Article 22 According to the needs of operation and development, in accordance with the provisions of laws and regulations, and after the shareholders' meeting makes separate resolutions, the company may increase capital in the following ways:
(1) Issuance of shares to specific objects;
(2) Distribute bonus shares to existing shareholders;
(3) Convert public reserve funds into share capital;
(4) Other methods stipulated by laws, administrative regulations and approved by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") or the share transfer system.
The company's shareholders agree that when the company issues additional registered capital or additional shares, the company's shareholders will not enjoy preemptive rights.
Article 23 A company may reduce its registered capital. When a company reduces its registered capital, it shall do so in accordance with the Company Law and other relevant regulations and the procedures stipulated in these Articles of Association.
Announcement number: 2025-038
Article 24 The company may acquire its shares in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association under the following circumstances:
(1) Reduce the company’s registered capital;
(2) Merge with other companies that hold the company’s shares;
(3) Use shares for employee stock ownership plans or equity incentives;
(4) A shareholder requests the company to acquire his or her shares because he or she objects to the company's merger or division resolution made by the shareholders' meeting;
(5) Use the shares to convert corporate bonds issued by the company that can be converted into stocks;
(6) Necessary for the company to maintain the company's value and shareholders' rights and interests.
Except for the above circumstances, the company does not engage in activities of buying and selling the company's shares.
Article 25 A company may acquire its own shares through public centralized transactions or other methods approved by laws, regulations and the China Securities Regulatory Commission.
Article 26 If the company acquires the company's shares due to the reasons stated in Items (1) and (2) of Article 24 of this Article, it shall be subject to a resolution of the shareholders' meeting. If the company acquires the company's shares due to the circumstances stipulated in Article 24, Items 3 and 5 of the Articles of Association, it may, in accordance with the authorization of the shareholders' meeting, pass a resolution at a board meeting attended by more than two-thirds of the directors.
After the company acquires the company's shares in accordance with the provisions of Article 24 of the Articles of Association, if it falls under the circumstances of item (1), it shall be canceled within ten days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within six months; if it falls under the circumstances of items (3), (5), and (6), the total number of shares of the company held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or canceled within three years.
Section 3 Share Transfer
Article 27 The company's shares may be transferred in accordance with the law.
Article 28 The company does not accept its own stocks as the subject of pledge rights.
Announcement number: 2025-038
Article 29 The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company.
Directors, supervisors, and senior managers of a company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during their term of office determined when taking office shall not exceed 25% of the total number of shares held by them in the company. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.
(1) 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:
(2) If the date of the annual report is postponed due to special reasons within 15 days before the company's annual report is announced, the calculation will start from 15 days before the original scheduled announcement date until the end of the announcement date;
(3) Within 5 days before the announcement of the company’s performance forecast or performance bulletin;
(4) 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;
(5) Other periods determined by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.
Article 30 If shareholders, directors, supervisors, and senior managers holding more than 5% of the company's shares sell the company's stocks or other equity securities they hold within six months after buying them, or buy them again within six months after selling them, the proceeds will belong to the company, and the company's board of directors will take back the proceeds.
The stocks or other securities with an equity nature held by directors, supervisors, senior managers, and natural person shareholders as mentioned in the preceding paragraph include stocks or other securities with an equity nature held by their spouses, parents, and children and those held using the accounts of others.
If the company's board of directors fails to implement the provisions of the preceding paragraph, the shareholders have the right to request the board of directors to implement it within 30 days. If the company's board of directors fails to implement the decision within the above time limit, shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company.
If the company's board of directors fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liability in accordance with the law.
Announcement number: 2025-038
Article 31 When the company's shares are listed and transferred on the National Equities Exchange and Quotations, the relevant national rules on the listing and transfer of shares on the National Equities Exchange and Quotations shall be followed. When a company shareholder transfers its shares in the company, other shareholders give up their right of first refusal.
Chapter 4 Shareholders and Shareholders’ Meeting
Section 1 Shareholders
Article 32 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency. , the shareholder register is sufficient evidence to prove that shareholders hold shares in the company.
Shareholders have rights and assume obligations according to the type of shares they hold; shareholders holding the same type of shares enjoy the same rights and assume the same obligations.
Article 33 Shareholders of the company enjoy the following rights:
(1) Receive dividends and other forms of benefit distribution based on the share of shares held;
(2) Request, convene, host, participate in or appoint shareholders’ agents to attend shareholders’ meetings in accordance with the law, and concurrently
Give corresponding voting rights;
(3) Supervise the company’s operations and make suggestions or inquiries;
(4) Transfer, donate or pledge the shares held by it in accordance with the provisions of laws, administrative regulations and these Articles of Association
share;
(5) Inspect and copy these Articles of Association, shareholder register, corporate bond stubs, shareholders meeting minutes, board of directors meeting resolutions, supervisory board meeting resolutions, and financial accounting reports. Shareholders who meet the regulations may check
Read the company’s accounting books and accounting vouchers;
(6) When the company is terminated or liquidated, it shall participate in the distribution of the company's remaining property according to the share of shares it holds.
match;
(7) Shareholders who object to the company merger or division resolution made by the shareholders’ meeting require the company to acquire their
shares;
(8) Other rights stipulated in laws, administrative regulations, departmental rules or this Charter.
Announcement number: 2025-038
Article 34 If a shareholder requests to review the relevant information or request materials mentioned in the previous article, he shall provide the company with written documents proving the type and number of shares he holds in the company. The company will provide it according to the shareholder's request after verifying the shareholder's identity.
Article 35 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and administrative regulations, shareholders have the right to request the People’s Court to invalidate the resolutions.
If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions.
Article 36 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 37 If a director or senior manager violates laws, administrative regulations or the provisions of these Articles of Association when performing the company's duties and causes losses to the company, shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the board of supervisors in writing to file a lawsuit with the People's Court; if the board of supervisors violates laws, administrative regulations or the provisions of these articles of association when performing the company's duties and causes losses to the company, shareholders may request the board of directors in writing to file a lawsuit with the People's Court.
If the board of supervisors or the board of directors refuse to initiate a lawsuit after receiving a written request from a shareholder as stipulated in the preceding paragraph, or fail to initiate a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to initiate a lawsuit immediately will cause irreparable damage to the company's interests, the shareholders stipulated in the preceding paragraph have the right to directly file a lawsuit with the People's Court in their own name for the benefit of the company.
Announcement number: 2025-038
If others infringe upon the company's legitimate rights and interests and cause losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit with the People's Court in accordance with the provisions of the previous two paragraphs.
Article 38 Disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of this Articles of Association shall first be resolved through negotiation; if negotiation fails, they may be resolved through litigation.
If directors or senior managers violate laws, administrative regulations or the provisions of these Articles of Association and harm the interests of shareholders, shareholders may file a lawsuit in the People's Court.
Article 39 Shareholders of a company bear the following obligations:
(1) Comply with laws, administrative regulations and this charter;
(2) Pay the share capital according to the shares subscribed and the method of subscription;
(3) Except for the circumstances stipulated in laws, regulations and this Articles of Association, no withdrawal of shares is allowed;
(4) Shall not abuse the rights of shareholders to harm the interests of the company or other shareholders; must not abuse the independent status of a company as a legal person and the limited liability of shareholders to harm the interests of the company’s creditors;
(5) Other obligations stipulated in laws, administrative regulations and this Article of Association.
Article 40 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.
Article 41 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 42 The company should actively take effective measures to prevent shareholders and their related parties from occupying or transferring the company’s funds, assets and other resources in various forms. Specific measures include but are not limited to:
(1) If the company discovers that a shareholder has misappropriated company funds, it should immediately apply for judicial freezing of its shares. If the repayment cannot be made in cash, the shares held by shareholders should be liquidated and repaid through judicial auctions and other forms.
(2) The company shall not provide funds, goods, services or other assets free of charge to shareholders or actual controllers and other enterprises controlled by them; it shall not provide funds, goods, services or other assets to shareholders or actual controllers and other enterprises controlled by them on obviously unfair terms; it shall not provide funds, goods, services or other assets to shareholders or actual controllers and other enterprises controlled by them on obviously unfair terms;
Announcement number: 2025-038
Insolvent shareholders or actual controllers and other enterprises controlled by them provide funds, goods, services or other assets;
(3) It is not allowed to provide guarantees for shareholders or actual controllers and other enterprises controlled by them who are obviously insolvent, or to provide guarantees for shareholders or actual controllers and other enterprises controlled by them without justifiable reasons; it is not allowed to give up claims against shareholders or actual controllers and other enterprises they control or assume debts of shareholders or actual controllers and other enterprises they control without justifiable reasons.
(4) For transactions involving the provision of funds, goods, services or other assets between the company and shareholders or actual controllers and other enterprises controlled by them, the review procedures of the board of directors and shareholders' meeting shall be strictly followed in accordance with the decision-making system for related-party transactions, and related directors and related shareholders shall abstain from voting.
(5) The company’s directors, supervisors, and senior managers have the obligation to protect the company’s assets from being occupied by the controlling shareholder and its affiliated enterprises. When a company's directors and senior managers assist or connive at controlling shareholders and their affiliated companies to misappropriate company assets, the company's board of directors shall notify or warn the person directly responsible depending on the severity of the case. Directors who bear serious responsibilities shall be removed from the company's shareholders' meeting.
Shareholders of a company shall not use their related relationships to harm the interests of the company. Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
Article 43 The company’s controlling shareholders and actual controllers have fiduciary obligations towards the company and other shareholders and shall abide by the following provisions:
(1) Exercise shareholders’ rights in accordance with the law, and do not abuse control rights or use affiliated relationships to damage the legitimate rights and interests of the company or other shareholders;
(2) Strictly implement the public statements and various commitments made, and shall not change the content of the commitments or fail to perform the commitments without reason;
(3) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;
(4) Company funds shall not be appropriated in any way;
(5) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;
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(6) Not to use the company's undisclosed major information to seek benefits, not to leak any undisclosed major information related to the company in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;
(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;
(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;
(9) Laws and regulations, departmental rules, normative documents, national equity transfer system business rules and other provisions of this Articles of Association.
Article 44 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 of Association on directors' duties of loyalty and diligence shall apply.
Article 45 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.
Article 46 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.
Section 2 General Provisions of Shareholders’ Meetings
Article 47 The shareholders' meeting is the company's highest authority and is composed of all shareholders of the company. Shareholders convene a shareholders' meeting and formulate resolutions to exercise the following powers in accordance with the law:
(1) Elect and replace directors and supervisors, and decide on remuneration matters for directors and supervisors;
(2) Review and approve the report of the board of directors;
(3) Review and approve the report of the Board of Supervisors;
(4) Review, approve and modify the company’s profit distribution plan and loss compensation plan;
(5) Review and approve the company’s annual report and annual report summary;
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(6) Make a resolution on increasing or decreasing the company’s registered capital;
(7) Make resolutions on the issuance of corporate bonds;
(8) Make resolutions on the company's merger, division, dissolution, liquidation, application for bankruptcy or change of company form;
(9) Modify this Articles of Association;
(10) Make decisions on the company’s hiring and dismissal of accounting firms;
(11) Review and approve the guarantee matters stipulated in Article 48 of these Articles of Association;
(12) Review matters where the company’s transactions (except for the provision of guarantees) meet one of the following standards:
The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) or transaction amount account for more than 50% of the company's audited total assets in the most recent fiscal year;
The net assets or transaction amount involved in the transaction account for more than 50% of the absolute value of the company's audited net assets in the most recent fiscal year, and exceed 15 million.
(13) To review and approve the purchase and sale of major assets by the company within one year exceeding 30% of the company’s latest audited total assets. If the asset target meets the standards listed in the "Administrative Measures for Major Asset Reorganization of Unlisted Public Companies", it shall be handled in accordance with the relevant provisions of the "Administrative Measures for Major Asset Reorganization of Unlisted Public Companies";
(14) The following related party transactions of the company must be reviewed and approved by the shareholders’ meeting:
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;
The company provides guarantees to related parties.
(15) The company’s external financial assistance meets one of the following standards:
The asset-liability ratio of the funded object in the latest period exceeds 70%;
The amount of a single financial assistance or the cumulative amount of financial assistance provided within twelve consecutive months exceeds 10% of the company’s latest audited net assets;
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- Other situations stipulated by the China Securities Regulatory Commission or the stock transfer system.
(16) Review and approve equity incentive plans and employee stock ownership plans;
(17) Review and approve changes in the use of raised funds;
(18) Review other matters that should be decided by the shareholders' meeting as stipulated in laws, administrative regulations, departmental rules or these Articles of Association.
The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds.
Article 48 The following external guarantees of the company must be reviewed by the board of directors and submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors.
(1) Guarantees provided to related parties;
(2) Major guarantee matters:
Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
A single guarantee amount exceeds 10% of the latest audited net assets;
Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
According to the cumulative calculation principle of the guarantee amount for 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets;
The expected guarantee amount for the holding subsidiaries in the next twelve months;
Other guarantees stipulated by the China Securities Regulatory Commission and the share transfer system.
If the listed company provides guarantees for its wholly-owned subsidiaries, or provides guarantees for its controlled subsidiaries and other shareholders of the controlled subsidiaries provide guarantees in equal proportion to their rights and interests, and does not harm the interests of the company, it may be exempted from the application of the provisions of Items 1 to 3, unless otherwise provided in the company's articles of association.
Article 49 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year.
Announcement number: 2025-038
Article 50 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:
(1) When the number of directors is less than 2/3 of the number stipulated in the Company Law or the number stipulated in these Articles of Association;
(2) When the company’s uncompensated losses reach 1/3 of the total paid-in share capital;
(3) When requested by shareholders individually or collectively holding more than 10% of the company’s shares;
(4) When the board of directors deems it necessary;
(5) When the board of supervisors proposes to convene;
(6) Other situations stipulated in laws, administrative regulations, departmental rules or this Article.
Article 51 The place where the company holds the shareholders' meeting is: the relevant conference room of the company's domicile or other places specified in the company's announcement.
Article 52 The company should set up a special venue and hold shareholders' meetings in the form of on-site meetings. The company will also provide the Internet, video, and telephone to facilitate shareholders' participation in the shareholders' meeting. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present.
Section 3 Convening of Shareholders’ Meeting
Article 53 The shareholders' meeting shall be convened by the board of directors in accordance with the law, unless otherwise provided by law or these Articles of Association.
Article 54 The Board of Supervisors has the right to propose to the Board of Directors to convene an extraordinary shareholders' meeting, and shall submit the proposal to the Board of Directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it will promptly issue a notice to convene the shareholders' meeting after making the board resolution and disclose it within two trading days. Any changes to the original proposal in the notice must be approved by the supervisory board.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, and the supervisory board may convene and preside over it on its own.
Announcement number: 2025-038
Article 55 Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the request in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall promptly issue a notice to convene the shareholders' meeting after making the board resolution. Any changes to the original request in the notice must be approved by the relevant shareholders. If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the request, shareholders individually or collectively holding more than 10% of the company's shares have the right to propose to the board of supervisors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of supervisors in writing.
If the board of supervisors agrees to convene an extraordinary shareholders' meeting, it shall promptly issue a notice to convene the shareholders' meeting after receiving the request. Any changes to the original proposal in the notice must be approved by the relevant shareholders.
If the board of supervisors fails to issue a notice of the shareholders' meeting within the prescribed period, it will be deemed that the board of supervisors has not convened and presided over the shareholders' meeting. Shareholders who 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.
Article 56 If the supervisory board or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing, and before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholder shall not be less than 10%.
Article 57 For shareholders’ meetings convened by the board of supervisors or shareholders themselves, the board of directors and the secretary of the board of directors shall cooperate and perform information disclosure obligations in a timely manner.
Article 58 For a shareholders' meeting convened by the board of supervisors or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.
Section 4 Proposals and Notices of Shareholders’ Meetings
Article 59 The content of the proposal shall fall within the scope of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and these Articles of Association.
Article 60 When the company convenes a shareholders' meeting, the board of directors, the board of supervisors and shareholders individually or jointly holding more than 1% of the company's shares have the right to propose proposals to the company.
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Shareholders who individually or collectively hold more than 1% of the company's shares may submit a temporary proposal 10 days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the company's articles of association, or do not fall within the scope of the shareholders' meeting.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.
Notices of shareholders' meetings and supplementary notices should fully and completely disclose the specific content of the proposal, as well as all information or explanations needed to enable shareholders to make reasonable judgments on the matters to be discussed.
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 59 of the Articles of Association shall not be voted on and resolutions made by the shareholders' meeting.
Article 61 The convener will notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify shareholders by announcement 15 days before the meeting.
Article 62 The notice of shareholders’ meeting shall include the following contents:
(1) The time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in obvious words: All shareholders have the right to attend the shareholders’ meeting and may appoint a proxy in writing to attend the meeting and participate in voting. The shareholder’s proxy does not have to be a shareholder of the company;
(4) Equity registration date; the interval between the equity registration date and the meeting date shall not be more than 7 trading days, and shall be later than the disclosure time of the announcement. Once the equity registration date is determined, it cannot be changed;
(5) Name and telephone number of the permanent contact person for conference affairs.
(6) Voting time and voting procedures online or by other means.
Article 63 If the shareholders’ meeting intends to discuss the election of directors and supervisors, the shareholders’ meeting notice will fully disclose the detailed information of the directors and supervisors candidates, including at least the following:
(1) Educational background, work experience, part-time job and other personal information;
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(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;
(3) Disclose the number of shares held in the company;
(4) Whether he has been punished or punished by the China Securities Regulatory Commission and other relevant departments, prohibited from entering the securities market, or determined to be an unfit candidate and punished or disciplined by the stock exchange system or the stock exchange;
(5) Other contents stipulated by laws and administrative regulations.
For the election of directors and supervisors, in addition to adopting the cumulative voting system to elect directors, each director and supervisor candidate shall be submitted as a separate proposal.
Article 64 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement at least 2 trading days before the original date and explain the reasons in detail.
Section 5 Convening of Shareholders’ Meeting
Article 65 The company's board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders' meeting. Measures will be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and will be reported to relevant departments for investigation and punishment in a timely manner.
Article 66 All shareholders of the company or their agents have the right to attend the shareholders' meeting and exercise their voting rights in accordance with relevant laws, regulations and these Articles of Association.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.
Article 67 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid certificate or certificate that can indicate his or her identity; if he or she attends the meeting on behalf of another person, he or she shall present his or her valid ID card or a shareholder's power of attorney.
Legal person shareholders shall be represented by their legal representative or an agent entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate that proves his or her qualifications as a legal representative; if an agent attends the meeting, the agent shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law.
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Article 68 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the client, the type and number of company shares held;
(2) The name of the agent;
(3) Specific instructions from shareholders, including instructions to vote in favor, against or abstain from voting on each matter included in the agenda of the shareholders’ meeting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the client. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.
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 the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting. If the principal is a legal person, its legal representative or a person authorized by resolution of the board of directors or other decision-making body shall attend the company's shareholders' meeting as a representative.
Article 70 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of entities) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of entities) and other matters.
Article 71 If the shareholders' meeting requires directors, supervisors and senior managers to attend the meeting, the directors, supervisors and senior managers shall attend the meeting and accept inquiries from shareholders.
Article 72 The shareholders' meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
The shareholders' meeting convened by the supervisory board shall be presided over by the chairman of the supervisory board. When the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
A shareholders' meeting convened by shareholders themselves shall be presided over by a representative elected by the convener.
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When convening a shareholders' meeting, if the presiding officer violates the rules of procedure and the meeting cannot continue, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
Article 73 The company shall formulate rules of procedure for the shareholders' meeting, specifying in detail the convening and voting procedures of the shareholders' meeting, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and signing, announcements, etc., as well as the principles for authorization of the board of directors at the shareholders' meeting, and the authorization content shall be clear and specific.
The rules of procedure of the shareholders' meeting shall be attached to this Articles of Association and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 74 At the annual shareholders’ meeting, the board of directors and the board of supervisors shall report to the shareholders’ meeting on their work over the past year.
Article 75 Directors, supervisors, and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at the shareholders’ meeting, except those involving company business secrets that cannot be disclosed at the shareholders’ meeting.
Article 76 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights shall be subject to the meeting registration.
Article 77 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:
(1) Meeting time, location, agenda and name of the convener;
(2) The names of the host of the meeting and the directors, supervisors, general manager and other senior managers who attended or attended the meeting;
(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;
(6) Names of lawyers (if any), counters, and scrutineers;
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(7) Other contents that should be included in the meeting minutes as stipulated in this charter.
Article 78 The secretary of the board of directors is responsible for the minutes of the shareholders’ meeting. Directors, supervisors, board secretaries, conveners or their representatives, and meeting hosts who attend the meeting shall sign the meeting minutes and ensure that the meeting minutes are true, accurate, and complete. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site, the power of attorney of the proxy attending, and valid voting materials via the Internet and other means, and the retention period shall be no less than 10 years.
Article 79 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the relevant departments.
Section 6 Voting and Resolutions of Shareholders’ Meeting
Article 80 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Special resolutions made by the shareholders' meeting shall be passed by more than 2/3 of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Article 81 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:
(1) Work reports of the board of directors and board of supervisors;
(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;
(3) Appointment and removal of members of the board of directors and board of supervisors and their remuneration and payment methods;
(4) Company annual report;
(5) Decide to hire or change the accounting firm to audit the company;
(6) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or these Articles of Association.
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Article 82 The following matters shall be passed by the shareholders’ meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) Company division, merger, dissolution, liquidation, and change of company form;
(3) Modification of this Articles of Association;
(4) Equity incentive plan;
(5) Apply for stock termination or withdrawal of stock termination
(6) Issuing and listing or directional issuance of stocks;
(7) Changes in arrangements for differences in voting rights
(8) Other matters that are stipulated in laws, administrative regulations or these Articles of Association, and that are determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.
Article 83 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right.
The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present.
The board of directors and shareholders who meet relevant prescribed conditions may solicit shareholder voting rights. The solicitation of voting rights shall fully disclose specific voting intentions and other information to the persons being solicited, and shall not be carried out in a paid or disguised manner.
Resolutions of the shareholders' meeting can be passed in the form of written resolutions by relevant shareholders through communication voting, but the written resolution to be passed must be sent to each shareholder.
Article 84 Before the shareholders' meeting deliberates on relevant related-party transactions, the related shareholder should take the initiative to apply for withdrawal. Otherwise, other informed shareholders have the right to request the shareholders' meeting to withdraw from the related shareholder.
When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent will not be counted in the total number of valid votes. The resolution of the shareholders' meeting shall fully explain the voting status of non-affiliated shareholders.
If the shareholders' meeting requires related shareholders to attend the meeting to explain, the related shareholders should attend the meeting and give truthful explanations.
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The company has formulated the "Related Transaction Management System" to provide specific provisions on related shareholders, related directors and matters that need to be avoided.
Article 85 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors, general managers and other senior managers to entrust the management of all or important business of the company to that person unless approved by a special resolution of the shareholders' meeting.
Article 86 The list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting in the form of proposals. The board of directors shall submit to shareholders the resumes and basic information of candidate directors and supervisors.
Article 87 The methods and procedures for nomination of directors and shareholder representative supervisors are as follows:
(1) Director candidates are nominated by the board of directors and shareholders individually or jointly holding more than 1% of the company’s outstanding voting shares, and then submitted to the shareholders’ meeting for review;
(2) Candidates for shareholder representative supervisors are nominated by the board of supervisors and shareholders individually or jointly holding more than 1% of the company’s outstanding voting shares, and then submitted to the shareholders’ meeting for review.
Article 88 The company’s shareholders’ meeting adopts a direct voting system for the election of directors and shareholder representative supervisors. The employee representative supervisors on the board of supervisors are democratically elected by the company’s employee representative conference (or workers’ conference).
Article 89 The shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, the votes will be taken in the order in which the proposals were submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting will not shelve proposals or refrain from voting.
Article 90 When the shareholders' meeting considers the proposal, the proposal shall not be modified. Otherwise, the relevant changes shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting.
Article 91 The shareholders' meeting shall vote by registered vote or by show of hands.
Article 92 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matter under consideration has an interest in shareholders, the relevant shareholders and agents shall not participate in the counting or supervision of votes. When the shareholders' meeting votes on a proposal, the shareholder representatives and the supervisor representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.
Article 93 The presiding officer of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed or not based on the voting results.
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Article 94 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. Votes that are not filled in, filled in incorrectly, with illegible handwriting, or votes that are not cast will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".
Article 95 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting does not conduct a count of the votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.
Article 96: If the shareholders' meeting passes a proposal on the election of directors and supervisors, the new directors and supervisors will take office after the shareholders' meeting passes a resolution on the relevant proposal.
Article 97 If the shareholders’ meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company will implement the specific plan within 2 months after the conclusion of the shareholders’ meeting.
Chapter 5 Board of Directors
Section 1 Directors
Article 98 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired more than 5 years, and if he is sentenced to probation, 2 years have not passed since the expiration of the probation period;
(3) Serving as a director or director or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to violations of the law, and bearing personal responsibility, and it has not been more than 3 years since the date when the company or enterprise's business license was revoked;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
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(6) Being banned from the securities market by the China Securities Regulatory Commission or deemed to be an unsuitable candidate, and the time limit has not yet expired.
not expired;
(7) The National Equities Exchange and Quotations or the stock exchange determine that the person is not suitable to serve as a director or supervisor of the company;
The time limit for disciplinary sanctions against officers and senior managers has not yet expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If any of the circumstances specified in this article occurs during the term of office of a director, the company shall remove him from office.
Article 99 Directors shall be elected or replaced by the shareholders' meeting for a term of three years. Directors may be re-elected upon expiration of their term of office. Before the expiration of the director's term, the shareholders' meeting cannot remove him from office without reason.
The term of office of a director shall be calculated from the date of taking office until the expiration of the term of the current board of directors. If a director's term of office expires and is not re-elected in time, until the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association.
Directors may concurrently serve as general managers or other senior managers.
Article 100 Directors shall abide by laws, administrative regulations and these Articles of Association, and have the following loyal obligations to the company:
Obligations:
(1) Not to take advantage of one’s authority to accept bribes or other illegal income, or to misappropriate the company’s property;
(2) No misappropriation of company funds;
(3) Company assets or funds shall not be deposited in accounts opened in his or her own name or in the name of other individuals.
store;
(4) You shall not violate the provisions of these Articles of Association and borrow company funds without the approval of the shareholders’ meeting or the board of directors.
Provide guarantee to others or use company property to provide guarantee for others;
(5) You shall not violate the provisions of these Articles of Association or enter into a contract with the company or enter into any transaction without the consent of the shareholders’ meeting.
conduct transactions;
(6) Without the consent of the shareholders’ meeting, you shall not take advantage of your position to obtain benefits for yourself or others that should belong to the company.
The company’s business opportunities include self-operating or operating similar business to the company for others;
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(7) You shall not accept commissions from transactions with the company as your own;
(8) Company secrets shall not be disclosed without authorization;
(9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall be liable for compensation.
Article 101 Directors shall abide by laws, administrative regulations and these Articles of Association, and have the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;
(2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(4) Should sign a written confirmation of the company’s regular reports to ensure that the information disclosed by the company is true, accurate and complete;
(5) Relevant information and information shall be truthfully provided to the Board of Supervisors and shall not hinder the Board of Supervisors or supervisors from exercising their powers;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
Article 102 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.
Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the board of directors.
If the number of directors on the company's board of directors falls below the statutory minimum due to the resignation of a director, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director takes office.
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Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 103 When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically terminated after the end of his term, but will remain valid within the reasonable period stipulated in these articles of association.
The period during which a director's duty of loyalty remains valid after his resignation becomes effective or his term of office expires shall be determined based on the principles of fairness and reasonableness or the employment contract between the director and the company. However, directors shall keep confidential information involving company secrets (including but not limited to technical secrets and business secrets) permanently.
Article 104 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance. Directors are not personally liable for their normal duties and activities within the scope of their duties as directors. The Company shall protect them to the maximum extent possible from any claims or accusations made against them in accordance with applicable PRC laws, except in the case of gross negligence, fraud or gross dereliction of duty by directors. Article 105 If a director violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 106 If a director causes damage to others while performing his duties, the company shall be liable for compensation; if the director commits intentional or gross negligence, he shall also be liable for compensation.
Section 2 Board of Directors
Article 107 The company shall have a board of directors, which shall be responsible to the shareholders' meeting.
Article 108 The board of directors shall consist of 5 directors.
Article 109 The board of directors is the company’s decision-making body and is responsible to the shareholders’ meeting in accordance with the law. The board of directors convenes a board meeting and forms a resolution to exercise the following powers in accordance with the law:
(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Determine the company’s business plan and investment plan;
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(4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Review the company’s regular reports;
(6) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(7) To formulate plans for major acquisitions of the company, acquisition of the company’s stocks or mergers, divisions, dissolutions and changes to the company’s shares;
plans in corporate form;
(8) Transactions that meet one of the following standards:
(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 20% of the company's audited total assets in the most recent fiscal year;
(2) The net assets or transaction amount involved in the transaction account for the company’s audited net assets in the most recent fiscal year
More than 20% of the absolute value of the product, and more than 3 million yuan;
(9) Decide on the establishment of the company’s internal management organization;
(10) Formulate the company’s basic management system;
(11) Formulate amendment plans to this Articles of Association;
(12) Management company information disclosure matters;
(13) Formulate the company’s equity incentive plan;
(14) Decide on the appointment or dismissal of company managers and their remuneration matters, and decide on appointments based on the manager’s nomination
Appointment or dismissal of the company’s deputy manager, financial director and their remuneration matters;
(15) Propose to the shareholders’ meeting to hire or change the accounting firm to audit the company;
(16) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(17) Whether the corporate governance mechanism provides appropriate protection and equal rights to all shareholders, so as to
and discuss and evaluate whether the corporate governance structure is reasonable and effective;
(18) Other powers granted by laws, administrative regulations, departmental rules or this charter.
Article 110 The company’s board of directors shall respond to the non-standard report issued by the certified public accountant on the company’s financial report.
The audit opinion shall be explained to the shareholders' meeting.
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Article 111 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making.
The rules of procedure for the board of directors shall be attached to this Articles of Association and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 112 The board of directors shall determine the authority for external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, and related transactions, and establish strict review and decision-making procedures; major investment projects shall organize relevant experts and professionals to conduct reviews, and shall be reviewed and approved by the board of directors before being submitted to the shareholders' meeting for approval.
Article 113 The board of directors shall have one chairman, who shall be elected by a majority of all directors.
Article 114 The chairman of the board of directors shall exercise the following powers:
(1) Preside over shareholders’ meetings and convene and preside over board meetings;
(2) Supervise and inspect the implementation of board resolutions;
(3) Sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(4) Exercising the powers of the legal representative;
(5) Other powers granted by the board of directors or this Article of Association.
Article 115 If the chairman of the board of directors is unable or fails to perform his duties for any reason (including convening and presiding over a board meeting), the chairman of the board of directors shall designate a director to perform his duties on his behalf. If a director who has not been designated by the chairman of the board or has been designated is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 116 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing ten days before the meeting.
Article 117 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors or the board of supervisors may propose to convene an extraordinary meeting of the board of directors. The Chairman shall convene and preside over an extraordinary meeting of the Board of Directors within 10 days after receiving such request.
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If it is necessary to convene an extraordinary meeting of the board of directors as soon as possible, the meeting notice may be issued at any time by telephone or other oral means. With the unanimous consent of all directors, the convening of an extraordinary board meeting may not be subject to the notice time limit, but the convener shall make an explanation at the meeting and record it in the meeting minutes. If a director has attended the meeting and does not object before or at the meeting that he has not received the meeting notice, the meeting notice shall be deemed to have been issued to him.
Article 118 The notice of board meeting shall include the following contents:
(1) Meeting date and location;
(2) Meeting period;
(3) Reasons and issues;
(4) The date of issuing the notice;
(5) Meeting contact person and his contact information.
Article 119 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors, unless otherwise provided by laws, administrative regulations, and these Articles of Association.
The voting on resolutions of the board of directors shall be based on one person, one vote.
Article 120 If a director is involved in a related relationship with the matters resolved at the board of directors meeting, he shall not exercise voting rights on the resolution, nor may he exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than 3, the matter shall be submitted to the shareholders' meeting for consideration.
Article 121 The voting methods for board resolutions are: show of hands or written vote.
On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held by fax, telephone, email, etc. and resolutions must be made and signed by the participating directors.
Board resolutions may be passed by communication vote without convening a board meeting but with the written approval of all directors. To this end, each director may sign separate copies of the same written resolution, all of which taken together shall constitute a valid written resolution, and the director's facsimile signature for this purpose
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The name is valid and binding. Such written resolution shall have the same effect as a resolution passed at a duly held meeting of the Board of Directors.
Article 122 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may entrust another director in writing to attend on his behalf, but a director may not accept the entrustment of more than two directors to attend the meeting on his behalf at one board meeting.
The power of attorney should state the name of the agent, matters of agency, scope of authorization and validity period, and should be signed or sealed by the principal. Any agent appointed shall have the same rights as the director who appointed him. A proxy shall have one vote for each director represented. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
Article 123 The board of directors shall make minutes of its decisions on matters discussed at the meeting. Directors present at the meeting shall sign on the minutes, and the secretary of the board of directors and the recorder shall sign on the minutes.
The minutes of board of directors meetings shall be kept as company files and shall be kept for no less than 10 years.
Article 124 The minutes of board meetings shall include the following contents:
(1) The date, place and name of the convener of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention);
(6) Other matters that the directors attending the meeting think should be recorded.
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Chapter 6 General Manager and Other Senior Management Personnel
Article 125 The general manager, deputy general manager, financial controller and secretary of the board of directors of the company shall be the senior management personnel. Senior management personnel shall be appointed or dismissed by the board of directors.
Article 126 Article 98 of the Articles of Association shall also apply to senior management personnel regarding the circumstances in which they are prohibited from serving as directors.
The provisions of Article 100 of the Articles of Association regarding the directors' duty of loyalty and Article 101 of the Articles of Association concerning the duty of diligence shall also apply to senior managers.
Article 127 Persons who hold positions other than directors in the company's controlling shareholders, actual controllers and other units controlled by them other than the company and companies controlled by the company shall not serve as senior managers of the company.
Article 128 The general manager shall be elected for a term of three years and may be re-elected upon re-nomination and reappointment.
Article 129 The general manager shall be responsible to the board of directors and shall exercise the following powers:
(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize and implement the company’s annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company’s internal management organization;
(4) Formulate the company’s basic management system;
(5) Formulate specific regulations of the company;
(6) Request the board of directors to appoint or dismiss the company’s deputy general manager and financial director;
(7) Decide to appoint or dismiss responsible management personnel other than those who shall be appointed or dismissed by the board of directors;
(8) Other powers granted by this Articles of Association or the Board of Directors.
The general manager attends board meetings.
Article 130 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation.
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Article 131 The general manager’s working rules include the following contents:
(1) The conditions, procedures and participants for the general manager meeting;
(2) The specific responsibilities and division of labor of the general manager and other senior managers;
(3) The use of company funds and assets, the authority to sign major contracts, and the reporting system to the board of directors and board of supervisors;
(4) Other matters deemed necessary by the board of directors.
Article 132 The general manager, deputy general manager and other senior management personnel may resign before the expiration of their term of office. The specific procedures and methods for the resignation of the general manager, deputy general manager and other senior management personnel shall be stipulated in the labor contract between the relevant personnel and the company.
Article 133 The deputy general manager and financial controller shall be nominated by the general manager and appointed and dismissed by the board of directors. The deputy general manager and financial controller shall assist the general manager in his work.
The secretary of the company's board of directors is responsible for information disclosure matters, preparations for shareholders' and board of directors meetings, investor relations management, document storage, shareholder information management, etc. The secretary of the board of directors shall attend the company's board of directors and shareholders' meetings.
During the vacancy of the board secretary, the company shall designate a director or senior manager to act as the person in charge of information disclosure affairs, and determine the candidate for the person in charge of information disclosure affairs within three months. Before the company appoints an agent, the chairman shall act as the person in charge of information disclosure affairs.
Article 134 The secretary of the board of directors shall abide by the relevant provisions of laws, regulations, departmental rules, national equity transfer system business rules and this Articles of Association. .
Article 135 If a senior manager performs the company's duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation. If senior managers violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company, they shall be liable for compensation.
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Chapter 7 Supervisory Board
Section 1 Supervisors
Article 136 Article 98 of the Articles of Association shall also apply to the circumstances regarding the prohibition of serving as a director. Directors and senior managers may not concurrently serve as supervisors.
Article 137 Supervisors shall abide by laws, administrative regulations and these Articles of Association, have a duty of loyalty and diligence to the company, and shall not use their powers to accept bribes or other illegal income, or misappropriate the company's property.
Article 138 The term of office of supervisors shall be three years. When the supervisor's term expires, he or she may be re-elected.
Article 139 If a supervisor fails to be re-elected in time when his term of office expires, or if a supervisor resigns during his term and the number of members of the board of supervisors falls below the quorum, the original supervisor shall still perform his duties as a supervisor in accordance with the provisions of laws, administrative regulations and these Articles of Association until the re-elected supervisor takes office.
Article 140 Supervisors may attend board meetings as non-voting delegates and make inquiries or suggestions on matters resolved by the board of directors.
Article 141 Supervisors shall not use their affiliated relationships to harm the interests of the company. If they cause losses to the company, they shall bear liability for compensation.
Article 142 If a supervisor causes damage to others while performing the company's duties, the company will be liable for compensation; if a supervisor commits intentional or gross negligence, he shall also be liable for compensation.
Supervisors who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.
Section 2 Supervisory Board
Article 143 The company shall establish a board of supervisors. The Board of Supervisors consists of 3 supervisors, and the Board of Supervisors has a chairman. The chairman of the board of supervisors is elected by a majority of all supervisors.
The Chairman of the Supervisory Board convenes and presides over meetings of the Supervisory Board.
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The board of supervisors includes 2 shareholder representatives and 1 employee representative. The shareholder representative supervisors on the board of supervisors are elected by the shareholders' meeting, and the employee representative supervisors are democratically elected by the company's employees (or employee representatives) through the employee representative conference, workers' conference or other forms of democratic elections.
Article 144 The Board of Supervisors shall exercise the following powers:
(1) Should review the company’s regular reports prepared by the board of directors and provide written review opinions;
(2) Check the company’s finances;
(3) Supervise the performance of the company’s duties by directors and senior managers, and make recommendations for removal of directors and senior managers who violate laws, administrative regulations, the Articles of Association or shareholders’ meeting resolutions;
(4) When the actions of directors and senior managers harm the interests of the company, require directors and senior managers to make corrections;
(5) Propose to convene an extraordinary shareholders’ meeting, and convene and preside over the shareholders’ meeting when the board of directors fails to perform its duties of convening and presiding over the shareholders’ meeting as stipulated in the Company Law;
(6) Submit proposals to the shareholders’ meeting;
(7) Initiate lawsuits against directors and senior managers in accordance with the provisions of Article 189 of the Company Law;
(8) If any abnormality in the company's operating conditions is discovered, an investigation can be conducted; if necessary, professional institutions such as accounting firms and law firms can be hired to assist in the work, and the costs shall be borne by the company;
(9) Other powers granted by laws, administrative regulations, these Articles of Association or the shareholders' meeting.
Article 145 The Board of Supervisors shall hold at least one meeting every six months. The meeting shall be convened and presided over by the Chairman of the Board of Supervisors. All supervisors shall be notified ten days before the meeting.
If it is necessary to convene an extraordinary meeting of the Board of Supervisors as soon as possible, the meeting notice may be issued at any time by telephone or other oral means. With the unanimous consent of all supervisors, the convening of the extraordinary meeting of the Supervisory Board may not be subject to the notice time limit, but the convener shall make an explanation at the meeting and record it in the meeting minutes. If a supervisor has attended the meeting and does not raise any objection that the meeting notice has not been received before or at the meeting, the meeting notice shall be deemed to have been issued to him.
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A meeting of the board of supervisors must be attended by more than half of the supervisors. Resolutions of the board of supervisors must be passed by more than half of all supervisors. The voting on resolutions of the Board of Supervisors shall be based on one person, one vote.
Article 146 The Board of Supervisors shall formulate the rules of procedure of the Board of Supervisors and clarify the discussion methods and voting procedures of the Board of Supervisors to ensure the work efficiency and scientific decision-making of the Board of Supervisors.
The rules of procedure of the Supervisory Board are attached to the Articles of Association and shall be drawn up by the Supervisory Board and approved by the shareholders' meeting.
Article 147 The Board of Supervisors shall make minutes of its decisions on matters discussed, and the supervisors attending the meeting shall sign on the minutes.
Supervisors have the right to require some explanatory record of their speeches at the meeting to be recorded in the minutes. The meeting minutes of the supervisory board shall be kept as company files for no less than 10 years.
Article 148 The notice of meeting of the Board of Supervisors shall include the following contents:
(1) Date, place and duration of the meeting;
(2) Reasons and issues;
(3) Date of issuance of notice.
Chapter 8 Financial Accounting System, Profit Distribution and Auditing
Section 1 Financial Accounting System
Article 149 The company shall formulate its financial accounting system in accordance with laws, administrative regulations, provisions of relevant state departments and Chinese accounting standards.
Article 150 A company shall prepare its interim financial report within two months after the end of the first six months of each fiscal year; and shall prepare its annual financial report within four months after the end of each fiscal year. The above-mentioned financial accounting reports are prepared in accordance with relevant laws, administrative regulations and departmental rules.
Article 151 The Company will not maintain separate accounting books other than the statutory accounting books. The company's assets are not stored in accounts opened in any individual's name.
Section 2 Profit Distribution
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Article 152 When the company distributes after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals may be made.
If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first make up for the losses with the current year's profits before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.
The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund will be distributed to shareholders in proportion to their shares.
If a company violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for its losses and withdraws statutory reserve funds, the shareholders must return the profits distributed in violation of the regulations to the company. If losses are caused to the company, shareholders and responsible directors, supervisors, and senior managers shall bear liability for compensation.
The company's shares held by the company will not participate in the distribution of profits.
Article 153 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or increase the company's capital.
To make up for the company's losses from the provident fund, the discretionary provident fund and statutory provident fund should be used first; if it still cannot be made up, the capital reserve fund can be used in accordance with regulations.
When the statutory reserve fund is converted into capital, the remaining reserve fund will be no less than 25% of the company's registered capital before the conversion.
Article 154 After the company’s shareholders’ meeting makes a resolution on the profit distribution plan, the company’s board of directors must complete the distribution of dividends (or shares) within 2 months after the shareholders’ meeting.
Article 155 The company’s profit distribution policy is:
(1) Form of profit distribution:
The company distributes profits in cash, stocks, a combination of cash and stocks, or other methods permitted by laws and regulations.
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(2) Conditions and proportions of the company’s cash dividends:
If the company makes profits for the year, the accumulated undistributed profits are positive, and there are no major investment plans or major cash expenditures that affect profit distribution, it can distribute dividends in cash. Whether the company distributes profits in cash and the proportion of each cash distribution to the company's distributable profits for the year must be reviewed and approved by the company's shareholders' meeting.
(3) Conditions for the company to issue stock dividends:
When the company's operating conditions are good and its share capital is reasonable, and the board of directors believes that issuing stock dividends is beneficial to the overall interests of all shareholders of the company, it may submit a stock dividend distribution plan to the shareholders' meeting for review and approval.
Article 156 The review procedures for profit distribution plans:
The company's board of directors proposes and formulates a profit distribution plan based on the profitability, capital supply and demand, and fully discusses its rationality. The profit distribution plan is submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors and the board of supervisors. When the shareholders' meeting reviews the profit distribution plan, the company should proactively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels, fully listen to the opinions and demands of small and medium-sized shareholders, and respond to issues of concern to small and medium-sized shareholders in a timely manner.
Article 157 Adjustment of profit distribution policy
If the company really needs to adjust or change the profit distribution policy stipulated in these articles of association due to major changes in the external operating environment or its own operating conditions, it must be submitted to the shareholders' meeting for review and approval after review and approval by the board of directors.
Section 3 Internal Audit
Article 158 The company shall implement an internal audit system at an appropriate time and assign full-time auditors to conduct internal audit supervision of the company's financial revenue and expenditure and economic activities.
Article 159 The company's internal audit system and the responsibilities of auditors shall be implemented after approval by the board of directors. The person in charge of the audit is responsible and reports to the board of directors.
Section 4 Appointment of Accounting Firm
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Article 160 The company shall employ an accounting firm that complies with the provisions of the Securities Law to provide auditing of accounting statements, verification of net assets and other related consulting services. The term of appointment shall be one year and may be renewed.
Article 161 The company's appointment of an accounting firm must be decided by the shareholders' meeting.
Article 162 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the accounting firm hired, and shall not refuse, conceal or make false statements.
Article 163 When the company dismisses or does not renew the appointment of the accounting firm, it shall notify the accounting firm 30 days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.
If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there is any misconduct in the company.
Chapter 9 Notices, Announcements and Information Disclosure
Section 1 Notices and Announcements
Article 164 The company’s notice shall be issued in the following forms:
(1) Delivered by a dedicated person;
(2) Sent by mail;
(3) Sent by phone or text message;
(4) Sent by email;
(5) Send by fax;
(6) Announcement on the information disclosure platform designated by the stock transfer system;
(7) Other forms stipulated in this charter.
Article 165 If the notice issued by the company is made in the form of announcement, once the announcement is made, all relevant personnel will be deemed to have received the notice.
Article 166 The notice of the company's shareholders' meeting shall be sent by hand, mailed, faxed or announced.
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Article 167 The notice of the company's board of directors meeting shall be sent by hand, mailed, faxed, telephoned, emailed or announced.
Article 168 The notice of meeting of the company's board of supervisors shall be sent by hand, mailed, faxed, telephoned, emailed or announced.
If the company notice is sent by person, the recipient shall sign (or stamp) the delivery receipt, and the date of receipt by the person to be served shall be the date of delivery; if the company notice is sent by mail, the delivery date shall be the fifth working day from the date of delivery to the post office; if the company notice is sent by fax, the date of delivery shall be the date when the relevant fax is issued; if the company notice is sent by email, the date of delivery shall be 12 days after the date of issuance. If the system rejection/non-delivery notification is not received within hours, the date of issue shall be the date of delivery; if the company notice is sent by way of announcement, the date of the first announcement shall be the date of delivery.
Article 169 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or such person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.
Section 2 Information Disclosure
Article 170 The company shall disclose information truthfully, accurately, completely, promptly and continuously in strict accordance with the provisions of laws, regulations, rules and these Articles of Association.
Article 171 The company shall disclose regular reports and temporary reports in accordance with the law. Regular reports include annual reports and semi-annual reports; interim reports include announcements of shareholder meeting resolutions, board of directors resolution announcements, supervisory board resolution announcements and other major matters.
Article 172 The company shall disclose information on the information disclosure platform designated by the stock transfer system. The company shall not publish information on the company website and other media earlier than the aforementioned designated platforms.
Article 173 The company's board of directors is the agency responsible for the company's information disclosure, and the secretary to the board of directors is the person in charge of information disclosure and is responsible for information disclosure matters.
When the secretary of the board of directors is unable to perform his duties, the chairman of the company or a director designated by the chairman shall perform the information disclosure duties on his behalf.
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Chapter 10 Investor Relations Management
Article 174 Investor relations management refers to the management behavior by which the company strengthens communication with investors and potential investors through information disclosure and exchange, enhances investors' understanding and recognition of the company, and improves the level of corporate governance, so as to maximize the company's overall interests and protect the legitimate rights and interests of investors. The secretary to the company's board of directors is responsible for the company's investor relations management and is responsible for planning, arranging and organizing various investor relations management activities with a comprehensive and in-depth understanding of the company's operations and management, business conditions, development strategies, etc.
Article 175 The ways for the company to communicate with investors include but are not limited to:
(1) Announcements (including regular reports and temporary reports);
(2) Shareholders’ meeting;
(3) Briefing session;
(4) One-on-one communication;
(5) Telephone consultation;
(6) Mailing information;
(7) Advertisements, media, newspapers or other promotional materials;
(8) Roadshow;
(9) On-site visits and investor meetings;
(10) Company website.
Article 176 The work content of investor relations management is to timely disclose to investors relevant information that affects their decision-making on the premise of following the principles of open, fair and impartial information disclosure, mainly including:
(1) The company’s development strategy;
(2) The company's operation, management, finance and other information in the operation process, including: the company's production and operation, technology development, major investment and reorganization, foreign cooperation, financial status, operating performance, dividend distribution, management model and other information in the company's operation process;
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(3) Corporate culture;
(4) Other information related to the company that investors are concerned about.
The company should actively establish and improve the investor relations management system and actively strengthen communication and exchanges with shareholders, especially public shareholders, through various forms.
Article 177 The chairman of the company is the first person in charge of investor relations management affairs, and the secretary to the company’s board of directors is specifically responsible for the company’s investor relations management work.
Article 178 If a company applies to terminate the listing of its stocks on the share transfer system, it shall fully consider the legitimate rights and interests of shareholders and make reasonable arrangements for dissenting shareholders. The company will set up an investor protection mechanism related to the termination of listing. Among them, if a company actively applies to terminate listing, the company, controlling shareholders, and actual controllers should formulate reasonable investor protection measures and protect the legitimate rights and interests of other shareholders by providing cash options, repurchase arrangements, etc.; if the company is forced to terminate listing, it should proactively negotiate solutions with other shareholders.
Chapter 11 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation
Section 1 Merger, spin-off, capital increase and capital reduction
Article 179: The merger of a company may take the form of merger by absorption or merger by new establishment.
When a company absorbs other companies, it is called a merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.
Article 180 When a company merges, the merging parties shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date of making the merger resolution and make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
Article 181 When a company merges, the claims and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.
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Article 182 When a company is divided, its property shall be divided accordingly.
When a company is divided, a balance sheet and property list must be prepared. The company shall notify its creditors within 10 days from the date of making the separation resolution, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days.
Article 183 The debts incurred before the division of the company shall be jointly and severally borne by the company after the division. However, this shall not be the case unless otherwise agreed upon in a written agreement between the company and its creditors regarding debt settlement before the division.
Article 184 When a company needs to reduce its registered capital, it must prepare a balance sheet and property list.
The company shall notify its creditors within 10 days from the date of making a resolution to reduce its registered capital, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if the creditors have not received the notice.
Article 185 If a company is merged or divided and the registered items are changed, the change registration shall be carried out with the company registration authority in accordance with the law; if the company is dissolved, the company shall be deregistered in accordance with the law; if a new company is established, the company establishment registration shall be carried out in accordance with the law.
If a company increases or decreases its registered capital, it must apply for change registration with the company registration authority in accordance with the law.
Section 2 Dissolution and Liquidation
Article 186 The company is dissolved for the following reasons:
(1) The reasons for dissolution specified in this Article of Association arise;
(2) The shareholders’ meeting resolves to dissolve;
(3) Dissolution is required due to company merger or division;
(4) The business license has been revoked, ordered to close, or revoked in accordance with the law;
(5) The people's court shall dissolve the company in accordance with the provisions of Article 231 of the Company Law.
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Article 187 If a company falls under the circumstances specified in Items (1) and (2) of Article 186 of this Article of Association and has not yet distributed property to shareholders, it may continue to exist by amending this Article of Association or by resolution of the shareholders' meeting. Modification of the Articles of Association or resolution of the shareholders' meeting in accordance with the provisions of the preceding paragraph must be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.
Article 188 If a company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the company's total shareholder voting rights may request the people's court to dissolve the company.
Article 189 The company shall
If it is dissolved due to the provisions of Items (4) and (5), it shall be liquidated. Directors are the liquidation obligors of the company and shall form a liquidation team to carry out liquidation within 15 days from the date of occurrence of the reasons for dissolution.
The liquidation committee shall be composed of directors, unless otherwise stipulated in the company's articles of association or the shareholders' meeting decides to elect another person. If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.
Article 190 The liquidation committee shall exercise the following powers during the liquidation period:
(1) Clean up the company’s properties and prepare a balance sheet and property list respectively;
(2) Notify and announce creditors;
(3) Handle the company’s unfinished business related to liquidation;
(4) Pay the taxes owed and the taxes incurred during the liquidation process;
(5) Clearing claims and debts;
(6) Dispose of the company’s remaining property after paying off its debts;
(7) Participate in civil litigation activities on behalf of the company.
Article 191 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall publish an announcement in a newspaper or the national enterprise credit information publicity system within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received.
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When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims.
During the period of reporting claims, the liquidation team shall not pay off creditors.
Article 192 After clearing the company's assets and preparing a balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation.
The company's property is the remaining property after paying liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts respectively, and the company distributes the remaining property according to the proportion of shares held by shareholders.
During the liquidation period, the company continues to exist, but it cannot carry out business activities unrelated to the liquidation. The company's property will not be distributed to shareholders before it is liquidated in accordance with the provisions of the preceding paragraph.
Article 193 If, after clearing up the company's assets and preparing a balance sheet and property list, the liquidation team discovers that the company's assets are insufficient to pay off its debts, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law.
After the company is declared bankrupt by the People's Court, the liquidation team shall transfer the liquidation matters to the People's Court.
Article 194 After the company's liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration.
Article 195 Members of the liquidation committee shall perform their liquidation duties and shall have the duty of loyalty and diligence. If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to creditors intentionally or due to gross negligence, they shall be liable for compensation.
Article 196 If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.
Article 197 The company shall amend these Articles of Association under any of the following circumstances:
(1) After the Company Law or relevant laws and administrative regulations are revised, the matters stipulated in this Articles of Association conflict with the provisions of the revised laws and administrative regulations;
(2) The company's circumstances change and are inconsistent with the matters recorded in this Articles of Association;
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(3) The shareholders' meeting decides to amend the Articles of Association.
Article 198 If the amendments to the Articles of Association passed by the resolution of the shareholders' meeting should be reviewed and approved by the competent authority, they must be submitted to the competent authority for approval; if it involves company registration matters, the change registration shall be handled in accordance with the law.
Article 199 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders’ meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities.
Chapter 12 Supplementary Provisions
Article 200 Interpretation
(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; shareholders who hold less than 50% of the shares, but whose voting rights based on the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders' meeting.
(2) Actual controller refers to the person who can actually control the company's behavior through investment relationships, agreements or other arrangements.
(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, supervisors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests. However, state-controlled enterprises are related not only because they are also controlled by the state.
The term “transaction” in this Article refers to the following matters:
(1) Purchase or sell assets;
(2) External investment (including entrusted financial management, investment in subsidiaries, etc.);
(3) Provide guarantee;
(4) Provide financial assistance;
(5) Lease or lease assets;
(6) Signing management contracts (including entrusted operation, entrusted operation, etc.);
(7) Donating or receiving donated assets;
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(8) Creditor's rights or debt restructuring;
(9) Transfer of research and development projects;
(10) Sign a license agreement;
(11) Waiver of rights;
(12) Other transactions recognized by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.
The above-mentioned purchase or sale of assets does not include the purchase of raw materials, fuel and power, the sale of products or commodities and other transactions related to daily operations.
Article 201 The board of directors may formulate detailed rules and regulations in accordance with the provisions of this Article of Association. The Articles of Association shall not conflict with the provisions of this Article.
Article 202 These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that has been approved and registered by the industrial and commercial administration authority shall prevail.
Article 203 The terms “above”, “within”, “below” and “not more than” mentioned in this Articles of Association include the original number; “less than”, “beyond”, “lower than”, “higher than”, “exceeding” and “over” do not include the original number.
Article 204 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.
Article 205 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Board of Supervisors.
Article 206 This Article of Association shall take effect and be implemented from the date of passing the resolution of the shareholders' meeting.