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2021-008 Yan'an Pharmaceutical: Articles of Association


classification: Notice

Time:2021-10-25 10:58

content
Chapter 1 General Provisions 2
Chapter II Business Purpose and Scope 2
Chapter 3 Shares 3
Section 1 Share Issuance 3
Section 2 Increase, Decrease and Repurchase of Shares 4
Section 3 Transfer of Shares 5
Chapter 4 Shareholders and General Meetings of Shareholders 5
Section 1 Shareholders 5
Section 2 General Provisions of the General Meeting of Shareholders 8
Section 3 Convening of the General Meeting of Shareholders 11
Section 4 Proposals and Notices of the General Meeting of Shareholders 13
Section 5 Convening of the General Meeting of Shareholders 14
Section 6 Voting and Resolutions of the General Meeting of Shareholders 17
Chapter 5 Board of Directors 20
Section 1 Directors 20
Section 2 Board of Directors 23
Section 3 Secretary of the Board of Directors 29
Chapter VI General Manager and other senior management personnel 30
Chapter 7 Board of Supervisors 32
Section 1 Supervisor 32
Section 2 Board of Supervisors 33
Chapter 8 Information Disclosure 34
Chapter 9 Investor Relations Management 34
Chapter 10 Financial Accounting System, Profit Distribution and Audit 35
Section 1 Financial Accounting System 35
Section 2 Internal Audit 37
Section 3 Appointment of Accounting Firm 37
Chapter 11 Notice 38
Chapter 12 Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation 39
Section 1 Merger, Division, Capital Increase and Capital Reduction 39
Section 2 Dissolution and Liquidation 40
Chapter 13 Amendments to the Articles of Association 42
Chapter 14 Litigation and Arbitration 42
Chapter 15 Supplementary Provisions 42


Chapter One General Provisions
Article 1 In order to safeguard the legitimate rights and interests of Shanghai Yan’an Pharmaceutical Yangpu Co., Ltd. (hereinafter referred to as the “Company”), shareholders and creditors, and to regulate the organization and behavior of the company, in accordance with the “Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”) ""), the "Securities Law of the People's Republic of China", "Measures for the Supervision and Administration of Non-listed Public Companies" and other relevant regulations, and the "National SME Share Transfer System Listed Companies Governance Rules" and other relevant regulations, formulate this Articles of Association.
Article 2 A company is a company limited by shares established in accordance with the "Company Law", the "Measures for the Supervision and Administration of Non-listed Public Companies" and other relevant regulations.
The company is established by the sponsors. The company is registered with the Administration for Industry and Commerce of Yangpu Economic Development Zone, Hainan Province.
Article 3 The registered name of the company: Shanghai Yan'an Pharmaceutical Yangpu Co., Ltd.
Article 4 Company domicile: the first floor of No. 6 factory building in the high-end tourism consumer goods manufacturing industrial park, Xinyingwan Bonded Port Zone, Yangpu Economic Development Zone, Hainan Province.
Article 5 The registered capital of the company is RMB 126 million.
Article 6 The company is a permanent joint stock limited company.
Article 7 The chairman of the board is the legal representative of the company.
Article 8 All the assets of the company are divided into equal shares. Shareholders shall be liable to the company within the limit of the shares subscribed by them, and the company shall be liable for the debts of the company with all of its assets.
Article 9 The articles of association of the company have become a legally binding document that regulates the organization and behavior of the company, and regulates the rights and obligations between the company and shareholders, and shareholders, as of the effective date. Legally binding documents for supervisors and senior managers.
Article 10 The “senior management personnel” mentioned in the Articles of Association refer to the general manager, deputy general managers, chief financial officer, board secretary, and other senior management personnel appointed by the board of directors.

Chapter II Business Purpose and Scope
Article 11 The company's business purpose: to comply with national laws and regulations, standardize operations, give full play to brand advantages, strengthen the main pharmaceutical business, and provide continuous and stable returns to shareholders, while serving the people and benefiting society.
Article 12 After being registered in accordance with the law, the company’s business scope includes: Chinese patent medicines, chemical raw materials and their preparations, antibiotic raw materials and their preparations, biochemical drugs, packaging materials, daily necessities, Wujinjiaodian, testing equipment, cosmetics, Sales of chemical raw materials (except dangerous goods), pharmaceutical excipients, production of cosmetics, production and sales of food and health products, import and export business, production and sales of Class I, II, and III medical devices, e-commerce (not allowed Financial business), design, production, agency, and release of various advertisements, corporate management consulting (excluding financial investment and asset management), cultural and artistic exchange planning, marketing planning, e-commerce information consulting, technical consulting in the field of medical technology , Technical service, technology development, technology transfer. (General business projects are operated independently, and permitted business projects are operated with relevant licenses or approval documents) (Projects that are subject to approval in accordance with the law can only be operated after they have been approved by the relevant departments.)

Chapter 3 Shares
Section One Issuance of Shares
Article 13 The company’s shares take the form of stocks. The company’s shares are registered and the company’s shares are registered and deposited with China Securities Depository and Clearing Co., Ltd.
Article 14 The issuance of company shares shall follow the principles of openness, fairness and justice, and every share of the same type shall have equal rights.
For the same type of shares issued at the same time, the issuance conditions and price for each share shall be the same; for the shares subscribed by any unit or individual, the same price shall be paid for each share.
Article 15 The shares issued by the company shall be marked with a face value in Renminbi, with a par value of one yuan per share. The company’s total shares are 126 million shares.
Article 16 The name of the promoter, method of capital contribution, and time of capital contribution when the company was established:
Investment time: December 11, 2015.
Name of promoter (shareholder)
Or name Number of shares subscribed Method of capital contribution Percentage of registered capital
Wang Xueliang 5,536,800 Net assets converted into shares 46.14%
Yuan Zhao 5.22 million Net assets converted into shares 4.35%
Tibet Jiuying Investment Management Center (Limited Partnership) 29.22 million Converting net assets into shares 24.35%
Ascendent Mint(HK) Limited 15.624 million Net assets converted into shares 13.02%
Tibet Tianxiahe Asset Management Co., Ltd. 1,200,000 Net assets converted into shares 10.00%
Taizhou Snail Chuangfu Investment Center (Limited Partnership) 2.56.8 million Net assets converted into shares 2.14%
Total 12 million 100%
Article 17 The company or its subsidiaries (including the company's affiliated enterprises) shall not provide any assistance to those who purchase or intend to purchase company shares in the form of gifts, advances, guarantees, compensation or loans.
Section 2 Increase, Decrease and Repurchase of Shares
Article 18 According to the needs of business and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways after the shareholders' meeting has passed a resolution:
(1) Directional issuance;
(2) Converting public reserve funds into share capital;
(3) Other methods stipulated by laws and administrative regulations.
Article 19 A company may reduce its registered capital. The reduction of the company's registered capital shall be handled in accordance with the "Company Law" and other relevant regulations and the procedures stipulated in the "Articles of Association".
Article 20 A company may purchase its own shares in accordance with laws, administrative regulations, departmental rules and the "Articles of Association" under the following circumstances:
(1) Reduce the company's registered capital;
(2) Merging with other companies that hold shares of the company;
(3) Use the shares for employee stock ownership plans or stock incentives;
(4) Shareholders request the company to purchase their shares because they disagree with the company's merger or division resolutions made by the general meeting of shareholders;
(5) The use of shares for the conversion of corporate bonds issued by listed companies that can be converted into shares;
(6) The company is necessary to maintain the company's value and shareholders' rights and interests.
Except for the above circumstances, the company does not engage in the activities of buying and selling the company's shares.
Article 21 The company may choose the method permitted by laws and regulations to purchase the company's shares.
Article 22 If a company acquires shares of the company due to items (1) and (2) of Article 20 of this Articles of Association, it shall be subject to a resolution of the general meeting of shareholders. If the company acquires shares of the company under the circumstances specified in Article 20, Item (3), Item (5), and Item (6) of this Articles of Association, it may refer to the Articles 2. Resolutions of the board meeting attended by the directors above.
After the company acquires the company’s shares in accordance with the first paragraph of Article 20 of the Articles of Association, it shall be cancelled within 10 days from the date of acquisition if it falls into the circumstance (1); under the circumstances (2) and (4) If the company’s shares should be transferred or cancelled within 6 months; in the case of items (3), (5), and (6), the total number of shares of the company held by the company shall not exceed the total number of issued shares of the company 10% of the amount, and should be transferred or cancelled within three years.

Section 3 Transfer of Shares
Article 23 The company’s shares can be transferred in accordance with the law.
Article 24 The company does not accept the company’s stock as the subject of the pledge.
Article 25 The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company.
Company directors, supervisors, and senior management personnel should report to the company the company’s shares held by them and their changes, and the number of shares transferred each year during their term of office shall not exceed 25% of the total number of shares of the company held by them; The shares of the company shall not be transferred within one year from the date of listing and trading. The above-mentioned personnel shall not transfer the shares of the company held by them within half a year after their resignation.
Article 26. The company’s directors, supervisors, and senior managers sell the company’s stocks held by them within six months of the purchase, or buy them again within six months of the sale, and the income derived therefrom shall be attributed to Owned by the company, the board of directors of the company will recover its income.
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 it within the above-mentioned time limit, shareholders have the right to directly file a lawsuit in the people’s court in their own name for the benefit of the company.
If the company’s board of directors fails to implement the provisions of the first paragraph, the responsible directors shall be jointly and severally liable in accordance with the law.

Chapter 4 Shareholders and General Meetings of Shareholders
Section One Shareholders
Article 27 The company shall, in accordance with the provisions of the "Company Law", establish a register of shareholders based on the certificates (if any) provided by the securities registration agency. The register of shareholders is sufficient evidence to prove that shareholders hold the company's shares. Shareholders enjoy rights and assume obligations according to the types of shares they hold; shareholders holding the same type of shares enjoy the same rights and assume the same obligations.
The register of shareholders is kept by the company's board of directors.
Article 28 When a company convenes a general meeting of shareholders, distributes dividends, liquidates and engages in other activities that require the identification of shareholders, the board of directors or the convener of the general meeting shall determine the shareholders with rights and interests based on the register of shareholders.
Article 29 The shareholders of the company enjoy the following rights:
(1) Obtain dividends and other forms of benefit distribution in accordance with the shares held by them;
(2) Request, convene, preside over, participate in, or appoint shareholder proxies to participate in the general meeting of shareholders in accordance with the law, and exercise the corresponding voting rights;
(3) Supervising the company's operations and putting forward suggestions or inquiries;
(4) Transfer, gift or pledge the shares held by it in accordance with laws, administrative regulations and the "Articles of Association";
(5) Check the Articles of Association, the register of shareholders, the stubs of corporate bonds, the minutes of the shareholders meeting, the resolutions of the board of directors, the resolutions of the board of supervisors, and the financial and accounting reports;
(6) When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
(7) Shareholders who disagree with the company's merger or division resolutions made by the general meeting of shareholders shall request the company to purchase their shares;
(8) Other rights stipulated by laws, administrative regulations, departmental rules or the "Articles of Association".
The company shall establish unblocked and effective communication channels with shareholders to protect shareholders' rights to know, participate in decision-making, and supervise the company's major matters.
Article 30 If a shareholder proposes to consult the relevant information mentioned in the preceding article or request materials, he shall provide the company with a written document proving the type and number of shares he holds in the company, and the company shall provide it in accordance with the shareholder's request after verifying the identity of the shareholder.
Article 31 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and administrative regulations, the shareholders shall have the right to request the people’s court to affirm it to be invalid.
If the convening procedures and voting methods of the general meeting of shareholders 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 when the resolution is made.
Article 32. Directors and senior managers who violate laws, administrative regulations or the "Articles of Association" when performing their duties in the company, causing losses to the company, shall hold more than 1% of the company's shares individually or jointly for more than 180 consecutive days The shareholders have the right to request the board of supervisors to file a lawsuit in the people’s court in writing; if the board of supervisors violates laws, administrative regulations or the “Articles of Association” when performing the company’s duties and causes losses to the company, shareholders can request the board of directors to file a lawsuit in the people’s court in writing.
The board of supervisors and the board of directors refuse to file a lawsuit after receiving the shareholder's written request as specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to immediately file a lawsuit will cause irreparable damage to the company’s interests If the shareholders mentioned in the preceding paragraph have the right to file a lawsuit directly in the people’s court in their own name for the benefit of the company.
If another person infringes on the lawful rights and interests of the company and causes losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit in the people's court in accordance with the provisions of the first two paragraphs.
Article 33 If a director or senior manager violates the provisions of laws, administrative regulations or the "Articles of Association" and harms the interests of shareholders, the shareholders may file a lawsuit in the people's court.
Article 34 The shareholders of the company shall bear the following obligations:
(1) Comply with laws, administrative regulations and the "Articles of Association";
(2) Payment of shares based on the shares subscribed for and the method of investment;
(3) Except for the circumstances stipulated by laws and regulations, no withdrawal of shares is allowed;
(4) Do not abuse the rights of shareholders to damage the interests of the company or other shareholders; do not abuse the independent status of the company as a legal person and the limited liability of shareholders to damage the interests of the company’s creditors;
If a company shareholder abuses the shareholder’s rights and causes losses to the company or other shareholders, it shall be liable for compensation in accordance with the law.
If a company shareholder abuses the company’s independent status as a legal person and shareholders’ limited liability, evades debts and seriously harms the interests of the company’s creditors, they shall bear joint liability for the company’s debts.
(5) Other obligations required by laws, administrative regulations and the "Articles of Association".
Article 35 Shareholders holding more than 5% of the voting shares of the company who pledge their shares shall submit a written report to the company on the day when the fact occurs.
Article 36 The controlling shareholder and actual controller of a company shall not use their affiliated relationship to harm the interests of the company. Controlling shareholders and actual controllers who violate laws, regulations and articles of association and cause losses to the company and other shareholders shall be liable for compensation.
The controlling shareholder and actual controller of the company have an obligation of good faith to the company and other shareholders. Controlling shareholders shall strictly exercise their rights as investors in accordance with the law. Controlling shareholders shall not use profit distribution, asset restructuring, foreign investment, capital appropriation, loan guarantees, etc. to damage the lawful rights and interests of the company and other shareholders, or use their controlling position to damage the company and other shareholders. Interests.

Section 2 General Provisions of the General Meeting of Shareholders
Article 37 The general meeting of shareholders is the company’s organ of power, which shall exercise the following functions and powers in accordance with laws, regulations and the "Articles of Association":
(1) Decide on the company's business policy and investment plan;
(2) Election and replacement of directors and supervisors held by non-employee representatives, and decide on the remuneration of directors and supervisors;
(3) Review and approve the report of the board of directors;
(4) Review and approve the report of the board of supervisors;
(5) Review and approve the company's annual financial budget plan and final account plan;
(6) Review and approve the company's profit distribution plan and loss recovery plan;
(7) To make a resolution on the increase or decrease of the company's registered capital;
(8) To make a resolution on the issuance of corporate bonds;
(9) Resolving company merger, division, dissolution, liquidation or change of company form;
(10) Amend the "Articles of Association";
(11) To make a resolution on the company's hiring and dismissal of an accounting firm;
(12) To review and approve the guarantee matters stipulated in Article 39 of the "Articles of Association";
(13) Deliberating the company's purchase or sale of major assets within one year that exceed 30% of the company's most recent audited total assets;
(14) Review transactions, external borrowings, and related-party transactions that need to be decided by the shareholders' meeting;
(15) Review the equity incentive plan;
(16) Deciding to adopt or modify the company's basic management system;
(17) Review laws, administrative regulations, departmental rules, the "Articles of Association" or other basic management systems of the company that should be decided by the shareholders meeting.
The functions and powers of the aforementioned general meeting of shareholders shall not be exercised by the board of directors or other institutions or individuals through authorization.
Article 38 If a company's transaction matters (except the provision of guarantees) meet one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation after the deliberation of the board of directors:
(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) or the transaction amount accounts for more than 50% of the company's total audited assets in the most recent fiscal year;
(2) The net assets or transaction amount involved in the transaction accounts for more than 50% of the absolute value of the company's audited net assets in the most recent fiscal year, and exceeds 15 million.
The "transactions" mentioned in the articles of association include the following matters: (1) purchase or sale of assets; (2) foreign investment (including entrusted financial management, investment in subsidiaries, etc.); (3) provision of guarantees; (4) provision of financial assistance; (5) Lease in or lease out assets; (6) Sign management contracts (including entrusted operations, entrusted operations, etc.); (7) Donate or receive donated assets; (8) Creditor’s rights or debt restructuring; (9) Research and The transfer of development projects; (10) Sign a license agreement; (11) Give up rights; (12) Other transactions recognized by the China Securities Regulatory Commission and the National Equities Exchange and Quotations. The aforementioned purchase or sale of assets does not include the purchase of raw materials, fuels and power, and the sale of products or commodities and other transactions related to daily operations.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc., may be exempt from the deliberations of the shareholders meeting. Transactions between the company and its holding subsidiaries within the scope of its consolidated financial statements or between the above-mentioned holding subsidiaries shall be exempted from performing the deliberations of the shareholders' meeting, unless otherwise stipulated by laws and regulations or this Articles of Association or damaging the legitimate rights and interests of shareholders.
The transaction amount between the company and related parties (except for providing guarantees) accounts for more than 5% of the company’s most recent audited total assets and more than 30 million yuan, or a transaction that accounts for more than 30% of the company’s most recent audited total assets. Submit to the general meeting of shareholders for deliberation. Related transactions between the company and related parties other than those mentioned above shall be reviewed by the company's board of directors.
Article 39 The following guarantees of the company must be reviewed by the board of directors and submitted to the general meeting of shareholders for review and approval:
(1) A single guarantee amount exceeding 10% of the company's most recent audited net assets;
(2) The total amount of external guarantees of the company and its controlling subsidiaries exceeds any guarantee provided after 50% of the company's most recent audited net assets;
(3) Guarantees provided to guarantee objects whose asset-liability ratio exceeds 70%;
(4) A guarantee that exceeds 30% of the company's most recent audited total assets in accordance with the principle of cumulative calculation of the guarantee amount for 12 consecutive months;
(5) Guarantees provided for shareholders or actual controllers and their related parties;
(6) In accordance with laws, regulations, the China Securities Regulatory Commission, the National Equities Exchange and Quotations, or this Articles of Association and the "External Guarantee Management System", other external guarantees that must be reviewed and approved by the general meeting of shareholders.
Except for the above-mentioned matters that must be reviewed and approved by the general meeting of shareholders, all other external guarantees of the company must be reviewed and approved by the board of directors. Where a company provides guarantees for controlling shareholders, actual controllers and their related parties, the controlling shareholders, actual controllers and their related parties shall provide counter-guarantees.
The company's external guarantee balance shall not exceed 100% of the company's total audited assets in the previous year.
When the general meeting of shareholders deliberates on the guarantee matters in item (6) of the preceding paragraph, the shareholder or the shareholder controlled by the actual controller of the company shall not participate in the voting on the matters specified in the preceding paragraph, and the voting shall be held by more than half of the voting rights held by other shareholders attending the general meeting. pass through.
Article 40: Where the company provides financial assistance to external parties in one of the following circumstances, it shall be submitted to the company’s general meeting of shareholders for deliberation after the board of directors has approved it:
(1) The asset-liability ratio of the funded object in the most recent period exceeds 70%;
(2) The amount of a single financial aid or the cumulative amount of financial aid provided for twelve consecutive months exceeds 10% of the company's most recent audited net assets;
(3) Other circumstances stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations, or the company's articles of association.
The company shall not provide financial assistance such as funds to related parties such as directors, supervisors, senior managers, controlling shareholders, actual controllers and enterprises controlled by them.
If the external financial aid is not recovered after the expiry date, the company shall not continue to provide financial aid or additional financial aid to the same object.
Article 41 The general meeting of shareholders is divided into annual general meetings and extraordinary general meetings. The annual general meeting of shareholders is convened once a year and shall be held within six months after the end of the previous fiscal year.
Article 42 In any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence:
(1) When the number of directors is less than the number specified in the "Company Law" or two-thirds of the number specified in the "Articles of Association";
(2) When the company's unrecovered losses reach one-third of the total paid-in share capital;
(3) At the request of shareholders who individually or collectively hold more than 10% of the company's shares;
(4) When the board of directors deems it necessary;
(5) When the board of supervisors proposes to convene;
(6) Other circumstances stipulated by laws, administrative regulations and the "Articles of Association".
The number of shares held in the aforementioned item (3) shall be calculated on the basis of the date when the shareholder makes a written request.
Article 43 The place where the company convenes the general meeting of shareholders is: the company's domicile or other office location, which shall be specified by the company in the notice of each general meeting of shareholders.
The general meeting of shareholders will set up a venue and be convened in the form of an on-site meeting.
Shareholders may attend the general meeting of shareholders in person, or appoint an agent to attend and vote on their behalf. Shareholders shall appoint an agent in writing, signed by the principal or signed by an agent entrusted by him in writing; if the principal is a legal person, it shall be affixed with a legal person's seal or signed by an agent duly appointed by him.

Section 3 Convening of the General Meeting of Shareholders
Article 44 The general meeting of shareholders shall be convened by the board of directors in accordance with the law and presided over by the chairman of the board. If the chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly elect a director to preside.
Article 45 The board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and it shall propose to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the "Articles of Association", provide written feedback on whether or not to agree to convening an extraordinary general meeting within ten days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, a notice of convening the general meeting of shareholders will be issued within five days after the resolution of the board of directors is made. Any changes to the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to provide written feedback within ten days after receiving the proposal, it is deemed that the board of directors cannot perform or fails to perform its duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. Regarding the proposal of independent directors to convene an extraordinary general meeting, the board of directors shall, in accordance with laws, administrative regulations and these articles of association, provide written feedback on whether or not to convene an extraordinary general meeting within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting, it shall issue a notice of convening the general meeting within five days after the resolution of the board of directors is made; if the board of directors does not agree to convene an extraordinary general meeting, it shall explain the reasons and make an announcement.
Article 46 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 general meeting of shareholders, and they shall make a written request to the board of directors. The board of directors shall, in accordance with laws, administrative regulations and the "Articles of Association", provide written feedback on whether or not to agree to convening an extraordinary general meeting within ten days after receiving the request. Before the announcement of the resolutions of the general meeting of shareholders, the total shareholding ratio of the shareholders convening the general meeting of shareholders shall not be less than 10%.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after the resolution of the board of directors is made. Any changes to the original request in the notice shall obtain the consent of the proposing shareholders.
If the board of directors does not agree to convene an extraordinary general meeting, or fails to provide written feedback within ten days after receiving the request, shareholders who collectively hold more than 10% of the company’s shares have the right to propose to the board of supervisors to convene an extraordinary general meeting, and shall submit a written proposal to the board of supervisors ask.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days of receiving the request. Changes to the original request in the notice shall obtain the consent of the proposing shareholder.
If the board of supervisors fails to issue a notice of the general meeting of shareholders within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders, and shareholders who individually or collectively hold more than 10% of the company’s shares for more than 90 consecutive days can convene and preside by themselves.
Article 47 If the board of supervisors or shareholders decide to convene the shareholders' meeting on their own, they must notify the board of directors in writing, and the board of directors and the secretary of the board of directors of the company shall cooperate and perform information disclosure obligations in a timely manner.
Article 48 The board of directors and the board secretary will cooperate with the board of supervisors or the general meeting of shareholders convened by the shareholders themselves. The board of directors shall provide a register of shareholders of the company on the date of equity registration.
Article 49 The board of supervisors or the shareholders' meeting convened by the shareholders themselves, the expenses necessary for the meeting shall be borne by the company.

Section 4 Proposals and Notices of the General Meeting of Shareholders
Article 50 The content of the proposal shall fall within the scope of the powers of the shareholders meeting, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the "Articles of Association".
Article 51 When a company convenes a general meeting of shareholders, the board of directors, the board of supervisors, and shareholders who individually or collectively hold more than 3% of the company’s shares have the right to make proposals to the company.
Shareholders who individually or collectively hold more than 3% of the company’s shares may submit an interim proposal and submit it to the convener in writing ten days before the general meeting of shareholders. The convener shall issue a supplementary notice to the general meeting of shareholders within two days after receiving the proposal to notify the content of the temporary proposal and the name or name of the shareholder who made the temporary proposal and the shareholding ratio, and submit the temporary proposal to the general meeting of shareholders for deliberation.
Except for the circumstances specified in the preceding paragraph, the convener may not modify the proposals listed in the notice of the shareholders meeting or add new proposals after issuing the notice of holding the shareholders meeting.
For proposals that are not listed in the notice of the general meeting of shareholders or that do not comply with the provisions of Article 50 of the Articles of Association, the general meeting of shareholders shall not vote and make resolutions.
Article 52 The convener of the general meeting of shareholders shall notify the shareholders of the company in the manner prescribed in the "Articles of Association" 20 days before the convening of the annual general meeting of shareholders, and the extraordinary general meeting shall be notified in the manner prescribed in the "Articles of Association" 15 days before the meeting The shareholders of the company.
Article 53 The notice of the general meeting of shareholders shall include the following contents:
(1) The time, place, method and duration of the meeting;
(2) All matters submitted to the meeting for deliberation and all the contents of the proposals;
(3) Explain in clear text: All shareholders have the right to attend the general meeting of shareholders, and may entrust an agent in writing to attend the meeting and participate in voting. The shareholder's agent does not have to be a shareholder of the company;
(4) The share registration date of shareholders entitled to attend the general meeting of shareholders, and the interval between the share 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) The name and phone number of the permanent contact person for conference affairs.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. If the matters to be discussed require independent directors to express their opinions, the independent directors’ opinions and reasons will be disclosed at the same time when the notice or supplementary notice of the general meeting is issued.
Article 54 If the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting will fully disclose the detailed information of the candidates for directors and supervisors, including at least the following:
(1) Personal information such as educational background, work experience, part-time job, etc.;
(2) Whether there is an associated relationship with the company;
(3) Disclosure of the number of shares held by the company;
(4) Whether it has been punished or disciplined by the China Securities Regulatory Commission and other relevant departments.
Each candidate for directors and supervisors shall put forward a single proposal.
Article 55 After the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justifiable reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In the event of a postponement or cancellation, the convener shall make an announcement at least two trading days before the originally scheduled convening date, stating the specific reasons for the postponement or cancellation. If the convening of the shareholders' general meeting is postponed, the date of convening after the postponement shall be notified.

Section 5 Convening of General Meeting of Shareholders
Article 56 The board of directors and other conveners of the company will take necessary measures to ensure the normal order of the general meeting of shareholders. Measures should be taken to stop the acts that interfere with the shareholders' meeting, provocation and infringe upon the legitimate rights and interests of shareholders, and promptly report to relevant departments for investigation and punishment.
Article 57 All shareholders or their proxies registered in the shareholder register on the equity registration date shall have the right to attend the general meeting of shareholders. And exercise voting rights in accordance with relevant laws, regulations and the "Articles of Association".
Shareholders may attend the general meeting of shareholders in person, or appoint an agent to attend and vote on their behalf.
Article 58: Individual shareholders who attend the meeting in person shall present their ID card or other valid certificates or certificates that can show their identity; if they are entrusted to represent others to attend the meeting, they shall present their valid ID cards, shareholder’s power of attorney, and provide A document that allows the company to confirm the identity of the principal’s shareholder.
The legal person shareholders shall be attended by the legal representative or an agent entrusted by the legal representative. If the legal representative attends the meeting, he shall present his ID card and a valid certificate that can prove his/her qualification as a legal representative; if an agent is entrusted to attend the meeting, the agent shall present his valid identity certificate, which is issued by the legal representative of the legal person shareholder unit according to law The written power of attorney.
Article 59 The power of attorney issued by shareholders to entrust others to attend the general meeting of shareholders shall contain the following contents:
(1) The name of the agent;
(2) Whether it has the right to vote;
(3) Instructions to vote for, against or abstain from voting for each item included in the agenda of the general meeting of shareholders;
(4) The issuance date and validity period of the entrusted bookmark;
(5) Signature (or seal) of the client. If the principal is a legal person shareholder, the seal of the legal person entity shall be affixed.
Article 60 The power of attorney shall indicate whether the shareholder’s proxy can vote according to his own will if the shareholder does not give specific instructions.
Article 61: If the proxy voting authorization letter is signed by another person authorized by the principal, the authorization letter or other authorization documents authorized to be signed shall be notarized. The notarized power of attorney or other authorized documents, and the voting proxy power of attorney must be placed in the company's residence or other places specified in the notice of convening the meeting.
If the client is a legal person, his legal representative or a person authorized by the resolution of the board of directors or other decision-making bodies shall attend the company’s general meeting of shareholders as a representative.
Article 62 The company is responsible for preparing the meeting register of persons attending the meeting. The conference register shall include the name of the participants (or unit name), ID number, domicile address, the number of voting shares held or represented, and the name of the delegate (or unit name), etc.
Article 63 The convener of the general meeting of shareholders shall verify the legality of the qualifications of shareholders based on the register of shareholders, and shall register the names (or names) of the shareholders and the number of shares with voting rights held by them. The registration of the meeting shall be terminated before the meeting host announces the number of shareholders and proxies present at the meeting and the total number of voting shares held by the meeting.
Article 64 When a general meeting of shareholders is held, all directors, supervisors and board secretary of the company shall attend the meeting, and the general manager and other senior management personnel shall attend the meeting as non-voting delegates, except for those who cannot attend the meeting for special reasons.
Article 65 The general meeting of shareholders shall be presided over by the chairman of the board. When the chairman of the board is unable to perform his duties or fails to perform his duties, it shall be presided over by a director jointly elected by more than half of the directors.
The general meeting of shareholders convened by the board of supervisors is presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, he shall be chaired by a supervisor jointly elected by more than half of the supervisors.
A general meeting of shareholders convened by shareholders shall be presided over by a representative elected by the convener.
When the general meeting of shareholders is convened, if the chairman of the meeting violates the rules of procedure and prevents the general meeting of shareholders from proceeding, the general meeting may nominate one person to serve as the chairman of the meeting and continue the meeting with the consent of the majority of the shareholders present at the general meeting of shareholders with voting rights.
Article 66 The company shall formulate the rules of procedures for the general meeting of shareholders, and specify in detail the convening and voting procedures of the general meeting of shareholders, including notification, registration, review of proposals, voting, vote counting, announcement of voting results, formation of meeting resolutions, meeting minutes and their Signing and other content, as well as the principle of authorization of the general meeting of shareholders to the board of directors, the authorized content should be clear and specific. The rules of procedure of the general meeting of shareholders shall be drafted by the board of directors and approved by the general meeting of shareholders.
Article 67 At the annual general meeting of shareholders, the board of directors and the board of supervisors shall report to the general meeting of shareholders on their work in the past year. Independent directors should also report on their work.
Article 68 Directors, supervisors, and senior management personnel shall provide explanations and explanations on the inquiries and suggestions of shareholders at the general meeting of shareholders.
Article 69 The presiding officer of the meeting shall announce the number of shareholders and proxies present at the meeting and the total number of voting shares held by the meeting before voting. The number of shareholders and proxies present at the meeting and the total number of voting shares held by the meeting shall be Registration shall prevail.
Article 70 The general meeting of shareholders shall have minutes of the meeting, which shall be the responsibility of the secretary of the board of directors (when the secretary of the board of directors is absent, the on-site shareholders shall nominate among the attendees). The minutes of the meeting recorded the following:
(1) Meeting time, place, agenda and name of the convener;
(2) The names of the chairperson of the meeting and the directors, supervisors, general managers and other senior management personnel who attended or attended the meeting as nonvoting delegates;
(3) The number of shareholders and proxies present at the meeting, the total number of voting shares held by them, and their proportion to the total number of shares of the company;
(4) The review process, key points of speech and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding answers or explanations;
(6) The names of the tellers and scrutineers;
(7) Other content that should be included in the meeting minutes as stipulated in the Articles of Association.
Article 71 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. The directors, supervisors, secretary of the board of directors, convener or their representatives, and the chairperson of the meeting who are present at the meeting shall sign the minutes of the meeting. The minutes of the meeting shall be kept together with the signature book of the shareholders present at the scene, the proxy attendance letter and other valid materials on voting status, and the retention period shall not be less than 10 years.
Article 72 The convener shall ensure that the general meeting of shareholders is held continuously until the final resolution is reached.

Section 6 Voting and Resolutions of the General Meeting of Shareholders
Article 73 The resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions.
Ordinary resolutions made by the general meeting of shareholders shall be passed by more than 1/2 of the voting rights held by the shareholders (including proxies of shareholders) attending the general meeting.
Special resolutions made by the general meeting of shareholders shall be passed by more than two-thirds of the voting rights held by the shareholders (including proxies of shareholders) attending the general meeting.
Article 74 The following matters shall be passed by ordinary resolutions of the general meeting of shareholders:
(1) Work reports of the board of directors and the board of supervisors;
(2) The profit distribution plan and loss recovery plan drawn up by the board of directors;
(3) The appointment and removal of members of the board of directors and the board of supervisors, as well as their remuneration and payment methods;
(4) The company's annual budget plan and final account plan;
(5) The company's annual report;
(6) Matters other than those stipulated by laws, administrative regulations or the Articles of Association that should be passed by special resolutions.
Article 75 The following matters shall be passed by a special resolution of the general meeting of shareholders:
(1) The company increases or decreases its registered capital;
(2) Division, merger, dissolution and liquidation of the company;
(3) Amend the "Articles of Association";
(4) Equity incentive plan;
(5) Matters where the company purchases or sells major assets that exceed 30% of the company's most recent audited total assets within one year;
(6) Deciding to adopt or modify the company's basic management system;
(7) Other matters that are required by laws, administrative regulations, or the "Articles of Association", as well as other matters determined by ordinary resolutions of the general meeting of shareholders to have a significant impact on the company and that need to be passed by special resolutions.
Article 76 Shareholders (including shareholder proxies) shall exercise their voting rights in the amount of voting shares they represent. Each share shall have one vote. The same voting right can only choose one of on-site, online or other voting methods.
The company's shares held by the company and its controlling subsidiaries have no voting rights, and this part of the shares is not included in the total number of voting shares attending the general meeting.
The board of directors, independent directors and shareholders meeting the relevant requirements may solicit shareholder voting rights. The solicitation of voting rights shall fully disclose specific voting intentions and other information to the solicited person, and shall not be paid or paid in disguised form.
When the general meeting of shareholders deliberates on related transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of valid votes; the announcement of the resolutions of the general meeting of shareholders shall fully disclose the voting status of non-related shareholders. After the related shareholders have withdrawn, other shareholders shall vote according to their voting rights and pass corresponding resolutions in accordance with the provisions of the Articles of Association. Unless otherwise provided by laws, regulations, departmental rules, and business rules, and all shareholders are related parties.
If there are special circumstances that make it impossible for related shareholders to evade, the company may vote in accordance with normal procedures after obtaining the consent of the competent securities regulatory bureau, and make a detailed explanation in the announcement of the resolutions of the general meeting of shareholders.
Article 77 The list of candidates for directors and supervisors shall be submitted to the general meeting of shareholders for voting by means of proposals.
(1) Within the scope of the number of persons stipulated in the "Articles of Association", in accordance with the number of persons to be elected, the chairman of the board shall propose a list of candidates for directors in accordance with laws and regulations and the provisions of the "Articles of Association". The method is submitted to the general meeting of shareholders for election and voting; the chairman of the board of supervisors proposes a list of candidates for supervisors who are non-employee representatives. After the resolution of the board of supervisors is passed, the board of supervisors shall submit a proposal to the general meeting of shareholders for voting;
(2) Shareholders who hold or collectively hold more than 3% of the company’s outstanding voting shares may propose to the company’s board of directors a candidate for director or to the board of supervisors to propose a candidate for supervisor as a non-employee representative, but the number of nominations and conditions must meet According to laws, regulations and the "Articles of Association", and no more than the number of persons to be elected, the board of directors and the board of supervisors shall submit the candidates proposed by the above shareholders to the general meeting of shareholders for deliberation;
(3) The methods and procedures for nomination of independent directors shall be implemented in accordance with laws, administrative regulations and relevant regulations of securities regulatory agencies.
The board of directors shall announce the resumes and basic information of candidate directors and supervisors to shareholders.
Article 78 The cumulative voting system may be implemented when the general meeting of shareholders elects or replaces directors (including independent directors).
The "cumulative voting system" mentioned in the preceding paragraph means that when the shareholders' general meeting elects directors, each share has the same voting rights as the number of directors to be elected, and the voting rights owned by shareholders can be used collectively.
The implementation of the cumulative voting system at the general meeting of shareholders shall comply with the following principles:
(1) The number of director candidates can be more than the number of candidates to be elected by the shareholders meeting, but the number of candidates voted by each shareholder cannot exceed the number of directors to be elected by the shareholders meeting, and the total number of votes allocated cannot exceed the number of votes owned by shareholders; otherwise, the votes Void
(2) Independent directors and non-independent directors shall vote separately. When electing independent directors, the number of votes each shareholder is entitled to is equal to the product of the number of shares held by the shareholder multiplied by the number of independent directors to be elected. This number of votes can only be cast to the company’s independent director candidates; when electing non-independent directors, The number of votes each shareholder is entitled to is equal to the number of stocks held by it multiplied by the number of non-independent directors to be elected. The number of votes can only be cast to the company's non-independent director candidates;
(3) Director candidates shall determine the final candidate according to the order of the number of votes obtained, but the minimum number of votes for each candidate must exceed half of the total number of shares held by shareholders (including shareholders' proxies) attending the general meeting. If the number of elected directors is less than the number of directors to be elected by the general meeting of shareholders, all director candidates who do not have enough votes shall be voted again for the vacancy. If there are still insufficient votes, the company's next general meeting of shareholders shall be by-electioned. If two or more director candidates have the same votes, but due to restrictions on the number of candidates to be elected, only some of them can be elected. Those director candidates with the same votes must be voted separately again.
Article 79 Except for the cumulative voting system, the general meeting of shareholders shall vote on all proposals one by one. If there are different proposals on the same matter, the voting shall be carried out in the order in which the proposals were submitted. Shareholders shall not vote on the same matter differently at the general meeting of shareholders. At the same time voted in favor of the proposal. Except for the suspension of the general meeting of shareholders or the inability to make resolutions due to special reasons such as force majeure, the general meeting of shareholders will not shelve or refrain from voting on proposals.
Article 80 When the shareholders' general meeting considers a proposal, it will not modify the proposal. Otherwise, the relevant change shall be regarded as a new proposal and cannot be voted on at the current shareholders' general meeting.
Article 81 The general meeting of shareholders shall adopt a registered voting method.
Article 82 Before the general meeting of shareholders votes on a proposal, it shall nominate two shareholder representatives and one supervisor to participate in the counting and monitoring of votes. Where the matters under consideration are of interest to the shareholders, the relevant shareholders and proxies shall not participate in the counting and scrutiny of the votes.
When the shareholders' general meeting votes on a proposal, the shareholder representatives and the supervisor representatives shall be jointly responsible for counting and monitoring votes, and the voting results shall be announced on the spot, and the voting results of the resolutions shall be recorded in the meeting minutes.
Article 83 Shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposals submitted for voting: agree, oppose, or abstain.
Unfilled, incorrectly filled, illegible voting votes, and unvoted votes are all deemed as a voter's waiver of voting rights, and the voting results of the number of shares held by them shall be counted as "abstentions".
Article 84 If the chairperson of the meeting has any doubts about the result of the resolution submitted for voting, he may organize a count of the number of votes cast; if the chairperson of the meeting does not count the votes, the shareholders or shareholder proxies present at the meeting announce to the chairperson of the meeting If there is an objection to the result, the right to request the counting of votes immediately after the announcement of the voting result, and the chairperson of the meeting shall organize the counting of votes immediately.
Article 85 If the shareholders' general meeting passes the proposal for the election of directors and supervisors, the new directors and supervisors shall take office immediately after the shareholders' general meeting has passed the election proposal and signed the declaration confirmation.
Article 86 If the shareholders' general meeting approves the proposal for cash distribution, bonus share or capitalization of capital reserves, the company will implement the specific plan within 2 months after the shareholders' general meeting ends.

Chapter 5 Board of Directors
Section 1 Directors
Article 87 The directors of a company are natural persons and cannot serve as directors of the company if they have any of the following circumstances:
(1) No capacity for civil conduct or limited capacity for civil conduct;
(2) Being sentenced to a criminal penalty for corruption, bribery, embezzlement of property, misappropriation of property, or disrupting the order of the socialist market economy, and not more than five years after the expiration of the execution period, or being deprived of political rights due to a crime, and not more than five years after the expiration of the execution period;
(3) If the director, factory director or manager of a company or enterprise that is in bankruptcy liquidation is held personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the completion of the bankruptcy liquidation of the company or enterprise;
(4) Acting as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to violations of the law, and is personally liable, it has not been more than three years since the date of the company or enterprise's business license being revoked;
(5) Large amounts of debts borne by individuals have not been paid when they are due;
(6) The time limit has not expired after being imposed by the China Securities Regulatory Commission with measures to prohibit access to the securities market or as an inappropriate candidate;
(7) Disciplinary sanctions taken by the National Equities Exchange and Quotations Company or the stock exchange to determine that they are unsuitable to serve as directors, supervisors, or senior managers of the company, and the time limit has not yet expired;
(8) Other circumstances prescribed by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.
(9) Other matters stipulated by laws and administrative regulations.
The above period is calculated based on the date of the shareholders meeting or the board of directors at which the directors, supervisors, and senior executives are to be elected.
If the election or appointment of directors violates the provisions of this article, the election or appointment shall be invalid. If any of the circumstances described in this article occurs during the term of office of a director, the company shall remove him from his position.
Article 88 Directors shall be elected or replaced by the general meeting of shareholders for a term of three years. Upon expiration of the term of office, directors may be re-elected. Before the expiration of the term of office of a director, the general meeting of shareholders cannot remove him without reason.
The term of office of directors shall be calculated from the date of taking office and will end when the term of office of the current board of directors expires. If a director is not re-elected in time at the expiration of his term, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and the "Articles of Association" before the re-elected director takes office.
The directors may be concurrently held by the general manager or other senior management personnel.
Article 89 Directors shall abide by laws, administrative regulations and the "Articles of Association", and have the following loyal obligations to the company:
(1) Not to use their powers to accept bribes or other illegal income, and not to embezzle company property;
(2) Don't misappropriate company funds;
(3) It is not allowed to deposit company assets or funds in accounts opened in their own names or in the names of other individuals;
(4) Not to violate the provisions of this Articles of Association, without the consent of the shareholders' meeting or the board of directors, lend the company's funds to others or use company property to provide guarantees for others;
(5) It is not allowed to enter into contracts or conduct transactions with the company in violation of the provisions of this Articles of Association or without the consent of the shareholders' meeting;
(6) Without the consent of the general meeting of shareholders, one shall not use the convenience of his position to seek business opportunities for himself or others that should belong to the company, and to operate on its own or for others the same kind of business as the company;
(7) Do not accept commissions for transactions with the company as their own;
(8) Do not disclose company secrets without authorization;
(9) Do not use its associated relationship to harm the company's interests;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the "Articles of Association".
The income earned by directors in violation of the provisions of this Article shall belong to the company; if losses are caused to the company, they shall be liable for compensation.
Directors shall sign a confidentiality agreement with the company to ensure that their confidentiality obligations regarding the company’s business secrets, including core technologies, remain valid before the business secrets become public information, and they shall not use the company’s core technologies to engage with the company. Similar or same business.
Article 90 Directors shall abide by laws, administrative regulations and the "Articles of Association", and have the following diligence obligations to the company:
(1) The rights granted by the company shall be exercised cautiously, conscientiously and diligently to ensure that the company's business activities meet the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope specified in the business license;
(2) All shareholders shall be treated fairly;
(3) Keep abreast of the company's business operation and management status in a timely manner;
(4) Written confirmation opinions should be signed on the company's periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(5) It shall truthfully provide relevant information and materials 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 the "Articles of Association".
Article 91 If a director fails to attend two consecutive meetings in person and does not entrust other directors to attend the board meeting, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace it.
Article 92 A director may resign before the expiration of his term. Directors who resign shall submit a written resignation report to the board of directors, and shall not evade their duties through resignation, etc. The board of directors will disclose the relevant information within 2 days.
If due to the resignation of a director, the company’s board of directors falls below the statutory minimum number, the original director shall still perform the duties of a director in accordance with laws, administrative regulations, departmental rules and the "Articles of Association" before the newly elected directors take office. In the event of the foregoing, the company shall complete the by-election of directors within 2 months.
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 93 When a director’s resignation takes effect or his term of office expires, he shall complete all transfer procedures to the board of directors. The loyalty obligations he assumed to the company and shareholders will not of course be relieved after the term of office expires. It remains valid after the end of the term until the secret becomes public information; the duration of other loyalty obligations should be based on the principle of fairness, combined with the nature of the matter, the importance of the company, the time of influence on the company, and the relationship with the director. Sure.
Article 94 Without the provisions of the Articles of Association or the legal authorization of the board of directors, no director may act on behalf of the company or the board of directors in his own name. When a director acts in his own name, the director shall declare his position and identity in advance if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors.
Article 95 Where a director violates laws, administrative regulations, departmental rules or the provisions of the "Articles of Association" when performing the duties of the company and causes losses to the company, he shall be liable for compensation.

Section 2 Board of Directors
Article 96 The company has a board of directors, which is responsible to the general meeting of shareholders.
Article 97 The board of directors is composed of seven directors, including one independent director. The board of directors has 1 chairman. The chairman of the board is elected by a majority of all directors. The chairman of the board of directors convenes and presides over meetings of the board of directors and checks the implementation of the resolutions of the board of directors.
Article 98 The board of directors shall exercise the following powers:
(1) Convene a general meeting of shareholders and report to the general meeting of shareholders;
(2) Implementing the resolutions of the general meeting of shareholders;
(3) Decide on the company's business plan and investment plan;
(4) Formulating the company's annual financial budget plan and final account plan;
(5) Formulating the company's profit distribution plan and loss recovery plan;
(6) Formulating plans for the company to increase or decrease its registered capital, issue bonds or other securities, and go public;
(7) Drafting plans for major company acquisitions, stock purchases of the company, or mergers, divisions, dissolutions, and changes to the company's form;
(8) Within the scope of authorization of the general meeting of shareholders, decide the company's external investment, purchase and sale of assets, asset mortgages, external guarantees, entrusted financial management, transactions, external loans, related transactions, etc.;
(9) Deciding on the establishment of the company's internal management organization;
(10) Decide to appoint or dismiss the company's general manager and secretary of the board of directors; decide to appoint or dismiss other senior management personnel such as the company's deputy general manager, financial officer and other senior management personnel based on the nomination of the general manager, and determine their remuneration and rewards and punishments;
(11) Formulate the company's basic management system;
(12) Formulating the amendment plan of the "Articles of Association";
(13) Manage the company's information disclosure matters;
(14) Proposing to the general meeting of shareholders to hire or replace an accounting firm for the company's audit;
(15) Listen to the work report of the company's general manager and inspect the work of the general manager;
(16) Formulating and implementing the company's equity incentive plan;
(17) Other matters listed in Annex 1 of the "Rules of Procedure of the Board of Directors";
(18) Other functions and powers stipulated by laws, administrative regulations, departmental rules, "Articles of Association" or the company's basic management system.
The authorization of the general meeting of shareholders to the board of directors as specified in item (8) of the preceding paragraph of this article shall follow the following principles:
(1) The authorization shall be made in the form of a resolution of the general meeting of shareholders;
(2) The authorized items, permissions, and content should be clear and operable;
(3) The general meeting of shareholders should not authorize the board of directors to determine the scope or extent of its own powers.
(4) The general meeting of shareholders shall not delegate its statutory powers to the board of directors for exercise.
Matters beyond the scope of authorization of the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 99 The board of directors shall discuss and evaluate whether the corporate governance mechanism provides appropriate protection and equal rights to all shareholders, and whether the corporate governance structure is reasonable and effective.
Article 100 The board of directors of a company shall provide an explanation to the general meeting of shareholders on the non-standard audit opinion issued by the certified public accountant on the company's financial report.
Article 101 The board of directors shall formulate the rules of procedure of the board of directors to ensure that the board of directors implements the resolutions of the general meeting of shareholders, improves work efficiency, and ensures scientific decision-making.
The rules of procedure of the board of directors shall be drafted by the board of directors and approved by the general meeting of shareholders.
Article 102 The board of directors shall determine the authority for foreign investment, purchase and sale of assets, asset mortgages, external guarantees, entrusted financial management, transactions, and related transactions, and establish strict review and decision-making procedures.
The company’s external guarantees must be reviewed and approved by the board of directors or the general meeting of shareholders in accordance with the provisions of this Articles of Association.
External guarantee matters that should be reviewed by the board of directors: all external guarantee matters other than those stipulated in Article 39 of this Articles of Association.
When the board of directors deliberates on external guarantee matters, in addition to complying with the provisions of Article 39 of the Articles of Association, the following regulations shall be strictly followed:
(1) External guarantee matters must be reviewed and approved by more than two-thirds of all directors;
(2) External guarantees that should be approved by the general meeting of shareholders must be approved by the board of directors before they can be submitted to the general meeting of shareholders for approval.
If the directors and senior managers of the company violate the above-mentioned provisions to provide guarantees to others and cause losses to the company, they shall be liable for compensation.
Article 103 If a company's transaction matters (except for the provision of guarantees) meet one of the following standards, it shall be submitted to the board of directors for deliberation:
(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) or the transaction amount accounts for more than 30% of the company's total audited assets in the most recent fiscal year;
(2) The net assets or transaction amount involved in the transaction accounts for more than 30% of the absolute value of the company's audited net assets in the most recent fiscal year and exceeds 10 million.
If the transaction meets the standards of Article 38, it shall be submitted to the general meeting of shareholders for deliberation after being reviewed by the board of directors.
Article 104 The chairman of the board shall be elected and removed by the board of directors with more than half of all directors.
Article 105 The chairman of the board shall exercise the following powers:
(1) Preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
(2) Supervise and inspect the implementation of the resolutions of the board of directors;
(3) Sign important documents of the board of directors and other documents that should be signed by the chairman of the board;
(4) If the chairman of the board of directors is unable to preside over the convening of the shareholders meeting or board meeting due to special reasons, he may authorize (but with a written authorization signed by him) other directors to preside over the convening of the shareholders meeting or board meeting;
(5) Other powers granted by the board of directors.
Article 106 The board of directors may authorize the chairman of the board to exercise other functions and powers of the board of directors when the board of directors is not in session. The authorization shall be approved by more than half of all directors and shall be made in the form of a resolution of the board of directors. The content authorized by the board of directors to the chairman of the board shall be clear and specific.
The principle of authorization of the board of directors to the chairman is:
(1) Conducive to the company's scientific decision-making and rapid response;
(2) The authorized matters are within the scope of the resolution of the board of directors, and the authorized content is clear and specific and feasible;
(3) It is in the best interests of the company and all shareholders;
(4) Major matters of the company shall be collectively decided by the board of directors, and the board of directors shall not delegate statutory powers to individual directors or others to exercise them.
The board of directors authorizes the chairman to exercise the following powers when the board of directors is not in session:
(1) Manage the company's information disclosure matters;
(2) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(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) In the event of a force majeure emergency such as a natural disaster, exercise special powers of disposal of company affairs in compliance with legal provisions and company interests, and report to the company’s board of directors and shareholders' meeting afterwards.
Article 107 If the chairman of the board 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 108 The board of directors shall convene at least two regular meetings each year, which shall be convened and presided over by the chairman of the board. If the chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly elect a director to convene and preside. All directors and supervisors shall be notified in writing ten days before the meeting.
Article 109 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, and the board of supervisors may propose to convene an extraordinary meeting of the board of directors, and the chairman may also convene an extraordinary meeting of the board of directors when he deems it necessary. The chairman of the board shall convene and preside over the board meeting within ten days after receiving the proposal.
Article 110 The method of notice for convening an extraordinary board meeting of the board of directors is: telephone, fax, written notice, e-mail, and an announcement can be made on the information disclosure platform of the National Small and Medium-sized Enterprise Share Transfer System at the same time; the notice time limit is: five days before the meeting .
Article 111 The notice of board meeting shall include the following contents:
(1) The date and place of the meeting;
(2) The duration of the meeting;
(3) Reasons and issues;
(4) The date when the notice is issued.
The topics of the board meeting shall be formulated in advance and sufficient materials for decision-making shall be provided.
Article 112 The board of directors meeting shall be held only when more than half of the directors or the directors entrusted by them are present. The resolution of the board of directors must be passed by more than half of all directors.
The vote of the Board resolution, the implementation of one vote.
Article 113 The voting method of the resolutions of the board of directors is: written voting.
On the premise of ensuring that the directors fully express their opinions, the extraordinary meeting of the board of directors can be conducted by fax and resolutions, and signed by the participating directors.
Article 114 When a director has a relationship with the resolutions of the board of directors, or when the director himself thinks that he should withdraw, he shall withdraw from voting, and shall not exercise voting rights on the resolution, nor shall he exercise voting rights on behalf of other directors. In the case of directors avoiding voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the meeting is less than three, the relevant proposal shall not be voted on, and the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 115 The board of directors meeting shall be attended by the director in person; if the director is unable to attend for some reason, he may entrust another director in writing to attend the meeting on his behalf. The power of attorney shall include the agent’s name, agency matters, scope of authorization and validity period. And signed or sealed by the client. The client shall clearly express approval, disapproval or abstention on each voting item, and the directors attending the meeting shall exercise the rights of directors within the scope of authorization. If a director fails to attend the meeting of the board of directors and does not entrust a representative to attend, he shall be deemed to have waived his right to vote at that meeting.
A director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at a board meeting.
In any of the following situations, the director shall make a written explanation and report to the company:
(1) Failure to attend the board meeting in person for two consecutive times;
(2) The number of times of not attending board meetings in person for 12 consecutive months during the term of office exceeds one-half of the total number of board meetings during the term.
Article 116 The board of directors shall make minutes of the decisions on matters discussed at the meeting, and the minutes of the board of directors shall be true, accurate and complete. The directors, board secretary and recorder attending the meeting shall sign the minutes of the meeting.
The minutes of board meetings shall be properly kept as company files, and the retention period shall not be less than 10 years.
Article 117 The minutes of the board meeting shall include the following contents:
(1) The date, place and name of the convener of the meeting;
(2) The names of the directors present and the names of the directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) The main points of the director's speech;
(5) The voting method and result of each resolution item (the voting result should indicate the number of votes for, against or abstention).

Section 3 Secretary of the Board of Directors
Article 118 The board of directors shall have a secretary to the board of directors. The secretary of the board of directors is a senior manager of the company and is accountable to the board of directors.
Article 119 The secretary of the board of directors shall have the necessary professional knowledge and experience, and shall be appointed by the board of directors.
Article 120 The main duties of the board secretary are:
(1) Responsible for the company's information disclosure affairs, coordinate the company's information disclosure work, organize the formulation of the company's information disclosure affairs management system, and urge the company and relevant information disclosure obligors to comply with relevant information disclosure regulations;
(2) Responsible for the company's investor relations management and shareholder information management, and coordinate information communication between the company and securities regulatory agencies, shareholders and actual controllers, securities service agencies, and the media;
(3) Organizing preparations for board meetings and shareholder meetings, participating in shareholder meetings, board meetings, board of supervisors meetings, and senior management related meetings, taking charge of (or instructing the office of the board of directors) to record the board meetings and signing for confirmation;
(4) Responsible for the confidentiality of company information disclosure;
(5) Pay attention to public media reports and actively verify the truth;
(6) Organizing directors, supervisors and senior managers to conduct training on securities laws and regulations, and other relevant regulations of the National SME Share Transfer System Co., Ltd., and assist the aforementioned personnel to understand their respective rights and obligations in information disclosure;
(7) Supervise and urge directors, supervisors and senior managers to abide by securities laws and regulations, other relevant regulations of the National SME Share Transfer System Co., Ltd. and the company's articles of association, and earnestly fulfill their commitments.
Article 121 A company director or other senior management personnel may concurrently serve as the secretary of the company's board of directors. The certified accountant of the accounting firm and the lawyer of the law firm hired by the company shall not concurrently serve as the secretary of the company's board of directors.
Article 122 The secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. Where a director concurrently serves as the secretary of the board of directors, if a certain act needs to be performed by the director and the secretary of the board of directors separately, the person concurrently serving as the director and secretary of the company's board of directors shall not do so in a dual capacity.
Article 123 If the secretary of the board of directors resigns or resigns at the expiry of his term of office, it shall take effect after the secretary of the board of directors completes the transfer of work and the relevant announcement is disclosed. The secretary of the board of directors shall submit a written resignation report when he resigns, and shall not evade his duties by resignation or other means.

Chapter VI General Manager and Other Senior Management Staff
Article 124 The company has a general manager who shall be appointed or dismissed by the board of directors.
The company has several deputy general managers, who are nominated by the deputy general managers and appointed or dismissed by the board of directors.
Article 125 The circumstances in which Article 87 of the Articles of Association shall not serve as directors shall also apply to senior management personnel.
The provisions of Article 89 of the Articles of Association concerning the loyalty obligations of directors and the 90th concerning diligence obligations also apply to senior management personnel.
As senior management personnel, the person in charge of finance shall, in addition to complying with the provisions of the preceding paragraph, also have the qualifications of an accountant or above for professional and technical positions, or have a background in accounting professional knowledge and have been engaged in accounting for more than three years.
Article 126 Persons who hold positions other than directors and supervisors in other enterprise units controlled by the company’s shareholders shall not serve as senior managers of the company.
Article 127 The term of office of the general manager is 3 years, and the general manager may be reappointed for reappointment.
Article 128 The general manager is responsible to the board of directors and exercises the following powers:
(1) Preside over the company's operation and management, organize the implementation of board resolutions, and report to the board of directors;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) Drafting a plan for the establishment of the company's internal management organization;
(4) Drafting the company's basic management system;
(5) To formulate specific rules and regulations of the company;
(6) Request the board of directors to appoint or dismiss the company's deputy general manager, chief financial officer and other senior management personnel;
(7) Deciding on the appointment or dismissal of management personnel and company employees other than those to be appointed or dismissed by the board of directors;
(8) Drafting the remuneration, reward and punishment plan for the company's senior management personnel;
(9) Formulating the salary, welfare, reward and punishment system for the company's employees other than senior management personnel;
(10) "Articles of Association" or other powers granted by the board of directors.
The general manager attended the board meeting as non-voting delegates.
In accordance with laws, regulations, "Articles of Association" and the company's basic system, the general manager is responsible for decision-making matters that are not considered and decided by the company's general meeting of shareholders and the board of directors. The company's daily operations are decided by the general manager.
Article 129 The general manager shall, in accordance with the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors the signing and implementation of the company's major contracts, the use of funds, and the profit and loss of the company. The general manager must ensure the authenticity of the report.
Article 130 When the general manager draws up issues concerning the employees’ wages, benefits, labor protection, labor insurance, dismissal (or expulsion) of the company’s employee system and other issues that involve the immediate interests of employees, they shall listen to the labor union or the employee representative assembly in advance. opinion.
Article 131 The general manager shall formulate the general manager’s work system, which shall be implemented after being approved by the board of directors.
Article 132 The working system of the general manager includes the following contents:
(1) The conditions, procedures and participants of the general manager meeting;
(2) The specific responsibilities and division of labor of the general manager and other senior management personnel;
(3) The use of the company's funds and assets, the authority to sign major contracts, and the reporting system to the board of directors and the board of supervisors;
(4) Other matters deemed necessary by the board of directors.
Article 133 Senior management personnel may submit their resignation before the expiry of their term of office. Senior management personnel who resign shall submit a written resignation report to the board of directors, and shall not evade their responsibilities by resignation or other means. The board of directors will disclose the relevant situation within 2 days. In the event of the resignation of the board secretary, the resignation will not take effect until the board secretary completes the transfer of work and completes the disclosure of relevant announcements.
Except for the circumstances listed in the preceding paragraph, the resignation of senior management personnel shall take effect when the resignation report is delivered to the board of directors.
Article 134 Where senior management personnel violate laws, administrative regulations, departmental rules or the "Articles of Association" when performing their duties in the company and cause losses to the company, they shall be liable for compensation.

Chapter VII Board of Supervisors
Section 1 Supervisors
Article 135 The circumstances in which Article 87 of the Articles of Association shall not serve as directors shall also apply to supervisors.
Directors, general managers and other senior management personnel shall not concurrently serve as supervisors.
The spouses and immediate family members of incumbent company directors and senior management personnel shall not serve as company supervisors.
Article 136 Supervisors shall abide by laws, administrative regulations and the "Articles of Association", have obligations of loyalty and diligence to the company, shall not use their powers to accept bribes or other illegal income, and shall not embezzle the company's property.
Article 137 The term of office of supervisors is 3 years. Upon expiration of the term of office of supervisors, they can be re-elected.
Article 138: Supervisors are not re-elected in time at the expiration of their term of office, or the resignation of non-employee representative supervisors during the term of office causes the number of members of the board of supervisors to fall below the quorum, or the resignation of employee representative supervisors causes the number of employee representative supervisors to be less than one-third of the members of the board of supervisors 1. Before the re-elected supervisors take office, the original supervisors shall still perform their duties as supervisors in accordance with laws, administrative regulations and the "Articles of Association". In the event of the foregoing, the company shall complete the by-election of supervisors within 2 months.
Supervisors who resign shall submit a written resignation report, and shall not evade their duties by resignation or other means.
Article 139 The supervisor shall ensure that the information disclosed by the company is true, accurate and complete.
Article 140 Supervisors may attend meetings of the board of directors as non-voting delegates and raise questions or suggestions on matters resolved by the board of directors.
Supervisors have the right to understand the company's operations. The company shall take measures to protect the supervisors’ right to know, and provide necessary assistance for the supervisors to perform their duties normally, and no one may interfere or obstruct. The relevant expenses required by the supervisors to perform their duties shall be borne by the company.
Article 141 Supervisors shall not use their affiliated relationships to damage the company’s interests, and if they cause losses to the company, they shall be liable for compensation.
Article 142 Where a supervisor violates laws, administrative regulations, departmental rules or the provisions of the "Articles of Association" in performing the duties of the company and causes losses to the company, he shall be liable for compensation.

Section 2 Board of Supervisors
Article 143 The company has a board of supervisors. The board of supervisors is composed of three supervisors, one of whom is the employee representative supervisor, the board of supervisors has a chairman, and the chairman of the board of supervisors is elected by more than half of all supervisors. The chairman of the board of supervisors convenes and presides over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable to perform or fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting of the board of supervisors.
The board of supervisors shall include shareholder representatives and an appropriate proportion of company employee representatives, of which the proportion of employee representatives shall not be less than one-third. The employee representatives on the board of supervisors are democratically elected by the employees of the company through the employee representative assembly, the employee assembly or other forms.
Article 144 The board of supervisors shall exercise the following functions and powers:
(1) It shall review the company's periodic reports prepared by the board of directors and provide written review opinions;
(2) Check the company's finances;
(3) Supervising the performance of the company's duties by directors and senior managers, and recommending the removal of directors and senior managers who violate laws, administrative regulations, the "Articles of Association" or resolutions of the shareholders' meeting;
(4) When the actions of directors and senior managers harm the interests of the company, the directors and senior managers are required to make corrections;
(5) Proposing to convene an extraordinary general meeting of shareholders to convene and preside over the general meeting of shareholders when the board of directors fails to perform the duties of convening and presiding over the general meeting of shareholders as stipulated in the "Company Law";
(6) Submit proposals to the general meeting of shareholders;
(7) In accordance with the provisions of Article 151 of the "Company Law", file a lawsuit against directors and senior managers;
(8) An investigation may be conducted if the company's operating conditions are found to be abnormal; when necessary, professional organizations such as accounting firms and law firms may be hired to assist in its work, and the company shall bear the expenses.
Article 145 The board of supervisors shall convene at least one regular meeting every 6 months. Supervisors may propose to convene an interim meeting of the board of supervisors, and shall notify all supervisors 10 days in advance. The method of notification is: direct delivery, fax, e-mail or other methods. In the case of non-direct delivery, confirmation should be made over the phone and corresponding records should be made. If the situation is urgent and it is necessary to convene an extraordinary meeting of the board of supervisors as soon as possible, a notice of the meeting may be issued at any time by oral or telephone, but the convener shall make an explanation at the meeting.
The resolutions of the board of supervisors shall be voted by one person, one vote, and the resolutions of the board of supervisors shall be passed by more than half of the supervisors.
Article 146 The Board of Supervisors shall formulate the rules of procedure of the Board of Supervisors, clarify the discussion methods and voting procedures of the Board of Supervisors, so as to ensure the work efficiency and scientific decision-making of the Board of Supervisors.
The rules of procedure of the board of supervisors stipulate the convening and voting procedures of the board of supervisors. The rules of procedure of the board of supervisors shall be drafted by the board of supervisors and approved by the general meeting of shareholders.
Article 147 The board of supervisors shall record the decisions of the matters discussed at the meeting. The minutes of the board of supervisors shall be true, accurate and complete. The supervisors and recorders attending the meeting shall sign the minutes of the meeting.
Supervisors have the right to request some descriptive record of their speeches at the meeting. The minutes of the board of supervisors shall be properly kept and kept as company files for at least 10 years.
Article 148 The notice of the meeting of the board of supervisors shall include the following contents:
(1) The date, place and duration of the meeting;
(2) Reasons and issues;
(3) The date when the notice is issued.
The agenda of the meeting of the board of supervisors shall be formulated in advance and corresponding decision-making materials shall be provided.

Chapter 8 Information Disclosure
Article 149 The company shall disclose periodic reports and interim reports in accordance with the law.
Article 150 The company’s information disclosure work is under the unified leadership and management of the board of directors. The chairman of the board is the ultimate person responsible for the company’s information disclosure; the board secretary is the person directly responsible for the company’s information disclosure and is responsible for coordinating and organizing specific matters of the company’s information disclosure work. . The company sets up an office of the board of directors, which is the daily management department of information disclosure affairs. It is directly led by the secretary of the board of directors and assists the secretary of the board of directors in information disclosure.

Chapter 9 Investor Relations Management
Article 151 The contents of communication between the company and investors in investor relations work mainly include:
(1) The company's development strategy, including the company's development direction, development plan, competition strategy and business policy, etc.;
(2) Disclosure of statutory information and its description, including periodic reports and temporary reports, etc.;
(3) The business management information that the company can disclose according to law, including business status, financial status, business performance, dividend distribution, etc.;
(4) Major matters that the company can disclose according to law, including major investments and changes of the company, asset reorganization, mergers and acquisitions, external cooperation, external guarantees, major contracts, related transactions, major litigation or arbitration, changes in management, and changes in major shareholders And other information;
(5) Corporate culture construction;
(6) Other relevant information of the company.
Article 152 The main methods of communication between the company and investors include but are not limited to: regular reports and interim reports, annual report briefings, general meetings of shareholders, company website, one-to-one communication, mailing materials, answering telephone consultations, and on-site Visits, analyst meetings, road shows, etc. The company tries its best to communicate with investors in a timely, in-depth and extensive manner through various methods, and make full use of the Internet to improve communication efficiency and reduce communication costs.
Article 153 Disputes between the company and investors shall first be resolved through negotiation on their own. If they cannot be resolved after negotiation, they may apply to the Shanghai International Economic and Trade Arbitration Commission for arbitration.

Chapter 10 Financial Accounting System, Profit Distribution and Audit
Section 1 Financial Accounting System
Article 154 The company shall formulate its financial and accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.
Article 155 The company’s annual financial accounting report must be audited by an accounting firm that is qualified to engage in securities and futures-related businesses.
Article 156 In addition to the statutory accounting books, the company shall not establish separate accounting books. The company's assets are not stored in an account opened in the name of any individual.
Article 157 When a company distributes its after-tax profits for the current year, it shall draw 10% of the profits into the company's statutory reserve fund. If the accumulated amount of the company's statutory common reserve fund is more than 50% of the company's registered capital, it can no longer be drawn.
If the company’s statutory reserve fund is not sufficient to make up for the losses of the previous year, the current year’s profits shall be used to make up for the losses before the statutory reserve fund is drawn in accordance with the provisions of the preceding paragraph.
After the company has drawn the statutory provident fund from the after-tax profit, it can also withdraw any provident fund from the after-tax profit after the resolution of the general meeting of shareholders.
The remaining after-tax profits after the company makes up for losses and withdraws the provident fund shall be distributed in proportion to the shares held by the shareholders.
If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws the statutory common reserve fund, the shareholders must return the profits distributed in violation of the regulations to the company.
The company's shares held by the company do not participate in the distribution of profits.
Article 158 The company’s provident fund shall be used to make up for the company’s losses, expand the company’s production and operations, or convert it to increase the company’s capital. However, the capital reserve will not be used to make up for the company's losses.
When the statutory common reserve fund is converted into capital, the retained common reserve fund will not be less than 25% of the company's registered capital before the conversion.
Article 159 When distributing profits, the company’s board of directors shall first formulate a distribution plan; the board of directors shall carefully study and demonstrate the timing, conditions and minimum ratio of the company’s cash dividends, adjustment conditions and the requirements for decision-making procedures, etc., independent directors Clear opinions should be expressed.
After the company’s general meeting of shareholders has passed 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 general meeting of shareholders.
If the company’s board of directors does not propose a cash profit distribution plan, the reason for the non-distribution of dividends and the use of the funds not used for dividends to be retained by the company shall be disclosed in the periodic report. Independent directors shall express independent opinions on this.
Article 160 The company's profit distribution system is:
(1) The company's profit distribution should attach importance to reasonable investment returns to investors, and the profit distribution policy should maintain continuity and stability.
(2) According to the actual operating conditions of the company in that year, the general meeting of shareholders shall decide whether to distribute profits.
(3) The company can distribute dividends in cash or stocks, and can make interim cash dividends.
(4) The company uses cash, stocks or a combination of cash and stocks or other methods permitted by laws and regulations to distribute profits.
(5) The specific conditions and proportions of the company's cash dividends: The company can use cash to distribute dividends if the company's profit and accumulated undistributed profits are positive for the year, and there are no major investment plans or major cash expenditures that affect the profit distribution. Whether the company distributes profits in cash and the proportion of the profits distributed in cash each time to the company’s distributable profits in the company’s audited financial statements must be reviewed and approved by the company’s general meeting of shareholders.
Article 161 The company will maintain the continuity and stability of the dividend distribution policy. If the company really needs to adjust its profit distribution policy according to the needs of production and operation, investment planning and long-term development, or the external operating environment or its own operating conditions, it is necessary to adjust the profit distribution policy, the adjusted profit distribution policy shall not violate the relevant regulations of the China Securities Regulatory Commission; Proposals on adjustments to profit distribution policies are formulated by the board of directors, and independent directors and the board of supervisors shall issue independent opinions on adjustments to profit distribution policies

Section 2 Internal Audit
Article 162 The company implements an internal audit system and is equipped with full-time auditors to conduct internal audit and supervision of the company's financial revenues and expenditures and economic activities.
Article 163 The company's internal audit system and the duties of the auditors shall be implemented after approval by the board of directors. The person in charge of the audit is responsible to the board of directors and reports to the board of directors.

Section 3 Appointment of Accounting Firms
Article 164 The company hires an accounting firm that has obtained the “securities-related business qualification” to conduct accounting statement auditing, net asset verification and other related consulting services. The employment period is one year and may be renewed.
The accounting firm referred to in this Articles of Association refers specifically to the accounting firm appointed by the company to provide audit services for the company's regular financial reports in accordance with relevant laws, administrative regulations and the business rules of the National Small and Medium-sized Enterprise Share Transfer System Co., Ltd.
Article 165 The appointment of an accounting firm by a company must be decided by the general meeting of shareholders, and the board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders.
Article 166 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials to the accounting firm employed, and shall not refuse, conceal, or make false reports.
Article 167 The audit fees of the accounting firm shall be determined by the general meeting of shareholders.
Article 168 When the company dismisses or ceases to re-appoint an accounting firm, it shall notify the accounting firm 15 days in advance, and the company’s general meeting of shareholders shall allow the accounting firm to state its opinions when voting on the dismissal of the accounting firm.
If the accounting firm proposes to resign, it shall explain to the general meeting of shareholders whether there is any improper situation in the company.

Chapter 11 Notification
Article 169 The company’s notice is issued in the following forms:
(1) Delivered by a special person;
(2) Send by mail;
(3) Send it by fax;
(4) When the company’s shares are quoted and transferred in the National SME Share Transfer System, the company designates the National SME Share Transfer System Information Disclosure Platform (www.neeq.com.cn or www.neeq.cc) for publishing company announcements and other disclosures that need to be disclosed Information media
(5) Other forms stipulated in the "Articles of Association".
Article 170 The notice issued by the company shall be made in the form of announcement. Once the announcement is made, the relevant personnel shall be deemed to have received the notice.
Article 171 The notice of the company's shareholders meeting shall be sent out, faxed, mailed or announced.
Article 172 The notice of the meeting of the company's board of directors shall be sent by hand, fax, telephone, e-mail, mail or announcement.
Article 173 The notice of the meeting of the company's board of supervisors shall be sent by hand, fax, telephone, e-mail, mail or announcement.
Article 174 If the company notice is sent by a special person, the person to be served shall sign (or seal) the service receipt, and the date of receipt by the person to be served shall be the date of service; if the company notice is sent by mail, it shall be automatically The third working day from the date of delivery to the post office is the date of delivery; if the company notice is sent by fax or email, the date on which the fax or email is successfully sent is the date of delivery; if the company notice is sent by public announcement, the first time The announcement date is the date of delivery.
Article 175 The meeting and the resolutions made by the meeting shall not be invalid if the meeting notice is not sent to a person who is entitled to be notified due to accidental omission or if such person does not receive the meeting notice.

Chapter 12 Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation
Section 1 Merger, Division, Capital Increase and Capital Reduction
Article 176 The merger of companies may be merger by absorption or merger by new establishment.
The absorption of other companies by a company is an absorption merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and all parties to the merger are dissolved.
Article 177 When a company is merged, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify its creditors within ten days from the date of making the merger resolution, and make an announcement in the media within thirty days. The creditor may request the company to pay off its debts or provide corresponding guarantees within 30 days from the date of receipt of the notification, or within 45 days from the date of the announcement if the notification is not received.
Article 178 When a company is merged, the credits and debts of all parties to the merger shall be inherited by the company that survives the merger or the newly established company.
Article 179 When a company is divided, its property shall be divided accordingly.
When a company is divided, a balance sheet and a list of assets shall be prepared. The company shall notify its creditors within ten days from the date of making the division resolution, and make an announcement in the media within thirty days.
Article 180 The debts of a company before the division shall be jointly and severally liable for the company after the division. However, unless otherwise agreed in the written agreement reached between the company and the creditors on debt settlement before the division.
Article 181 When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.
The company shall notify the creditors within ten days from the date of making the resolution to reduce the registered capital, and make an announcement in the media within thirty days. Creditors have the right to request 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 the notice is not received.
The registered capital of the company after the capital reduction will not be lower than the statutory minimum.
Article 182 If a company merges or splits, and the registered items are changed, it shall be registered 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 shall be registered in accordance with the law .
When a company increases or decreases its registered capital, it shall go through the change registration with the company registration authority in accordance with the law.

Section 2 Dissolution and Liquidation
Article 183 The company is dissolved due to the following reasons:
(1) The business period specified in the "Articles of Association" expires or other reasons for dissolution specified in the "Articles of Association" appear;
(2) The general meeting of shareholders resolves to dissolve;
(3) The company needs to be dissolved due to the merger or division of the company;
(4) Its business license has been revoked, closed or revoked according to law;
(5) The people's court shall dissolve in accordance with Article 182 of the "Company Law".
Article 184 Where there is a situation in Item (1) of Article 183 of this Articles of Association, it may survive by amending the "Articles of Association".
Amendments to the Articles of Association in accordance with the provisions of the preceding paragraph must be approved by more than two-thirds of the voting rights held by shareholders attending the general meeting of shareholders.
Article 185 In case of dissolution due to Article 183 (1), (2), (4), and (5) of this Articles of Association, the reason for dissolution shall appear The liquidation team shall be established within 15 days from the The liquidation group shall be composed of the directors of the company or persons determined by the general meeting of shareholders. If the liquidation team is not established within the time limit, the creditor may apply to the people’s court to designate relevant personnel to form a liquidation team to conduct the liquidation.
Article 186 The liquidation team shall exercise the following functions and powers during the liquidation period:
(1) Clean up the company's property and prepare a balance sheet and a list of properties respectively;
(2) To notify and announce creditors;
(3) Dealing with the outstanding business of the company related to liquidation;
(4) Clearing up the taxes owed and the taxes generated during the liquidation process;
(5) Clearing up claims and debts;
(6) Dealing with the remaining property after the company has paid off its debts;
(7) Participating in civil litigation activities on behalf of the company.
Article 187 The liquidation team shall notify the creditors within ten days from the date of establishment, and make an announcement in the newspaper within sixty days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received.
When a creditor declares its creditor's rights, it shall explain the relevant matters of the creditor's rights and provide supporting materials. The liquidation team shall register the creditor's rights.
During the declaration of creditor's rights, the liquidation team shall not pay off creditors.
Article 188 After the liquidation group has cleaned up the company’s property and prepared the balance sheet and property inventory, it shall formulate a liquidation plan and submit it to the general meeting of shareholders or the people’s court for confirmation.
After the company’s property is paid for liquidation expenses, employee wages, social insurance fees, and statutory compensation, taxes owed, and the remaining property after the company’s debts are paid off, the company is distributed in proportion to the shares held by the shareholders.
During the liquidation period, the company continues to exist, but cannot carry out business activities that have nothing to do with the liquidation. The property of the company will not be distributed to shareholders before the payment is made in accordance with the provisions of the preceding paragraph.
Article 189 If the liquidation team finds that the company’s assets are insufficient to pay off its debts after liquidating the company’s assets, preparing a balance sheet and a list of assets, it shall apply to the people’s court for a declaration of bankruptcy according to 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 190 After the completion of the company’s liquidation, the liquidation team shall prepare a liquidation report, report it to the general meeting of shareholders or the people’s court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the company’s termination.
Article 191 The members of the liquidation team shall be loyal to their duties and perform their liquidation obligations in accordance with the law.
The members of the liquidation team shall not use their powers to accept bribes or other illegal income, and shall not embezzle company property.
If members of the liquidation team cause losses to the company or creditors due to deliberate or gross negligence, they shall be liable for compensation.
Article 192 Where a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on corporate bankruptcy.

Chapter 13 Amendments to the Articles of Association
Article 193 In any of the following circumstances, the company shall amend the articles of association:
(1) After the "Company Law" or relevant laws and administrative regulations are amended, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations;
(2) The company's circumstances have changed and are inconsistent with the matters recorded in the articles of association;
(3) The general meeting of shareholders decides to amend the articles of association.
Article 194 If the amendments to the articles of association passed by the general meeting of shareholders shall be approved by the competent authority, it must be reported to the competent authority for approval; if the company registration matters are involved, the modification registration shall be handled in accordance with the law.
Article 195 The board of directors amends 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 authority.

Chapter 14 Litigation and Arbitration
Article 196 Disputes between the company, shareholders, directors, supervisors, and senior executives involving the provisions of the articles of association shall first be resolved through negotiation. If the negotiation fails, it shall be submitted to the court of the company's domicile for settlement through litigation.

Chapter XV Supplementary Provisions
Interpretation of Article 197
Associated relationship refers to the relationship between the company's directors, supervisors, and senior management personnel and the company directly or indirectly controlled by it, as well as other relationships that may lead to the transfer of the company's interests. However, the state-controlled enterprises are not only related to each other because they are controlled by the state.
Article 198 The board of directors may formulate detailed articles of association in accordance with the provisions of the articles of association. The articles of association shall not conflict with the provisions of the articles of association.
Article 199 The articles of association are written in Chinese. If there is any discrepancy between the articles of association in any other language or different version and the "Articles of Association", the Chinese version of the articles of association after the latest registration with the business registration authority shall prevail.
Article 200 The terms "above", "within", and "below" in this constitution all include the number; "dissatisfaction", "outside", "below", "more than", and "exceed" do not include the number.
Article 201 The term "yuan" in these articles of association refers to renminbi yuan.
Article 202 The annexes to this Articles of Association include the rules of procedure of the shareholders meeting, the rules of the board of directors and the rules of the supervisors' meeting. The "basic management system" referred to in this Articles of Association includes but is not limited to the rules of procedure of the shareholders' meeting, the rules of the board of directors and the rules of the board of supervisors, the external guarantee management system, the related transaction management system, and the investment management system.
Article 203 This Articles of Association shall take effect from the date of approval by the general meeting of shareholders
Article 204 The board of directors of the company is responsible for the interpretation of the articles of association.

Shanghai Yan'an Pharmaceutical Yangpu Co., Ltd.
Board of Directors
April 16, 2021

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