Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, and regulate the organization and behavior of the company, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Listing Rules of the Beijing Stock Exchange (for Trial Implementation) (hereinafter referred to as the "Listing Rules") and other relevant provisions, Formulate the Articles of Association.

Article 2 Kunming Polytechnic Hengda Technology Co., Ltd. (hereinafter referred to as "the Company") is a limited liability company established in accordance with the Company Law, the Securities Law and other relevant provisions. The company was wholly changed and established by Kunming Polytechnic Hengda Technology Co., Ltd. The original rights and obligations of Kunming Polytechnic Hengda Technology Co., Ltd. were inherited by the company. The company was registered with Kunming Administration for Industry and Commerce and obtained a business license with the number of 91530100719454513L.

Article 3 Upon the approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on August 12, 2022, the Company publicly issued 30091700 RMB ordinary shares to unspecified qualified investors, and was listed on the Beijing Stock Exchange (hereinafter referred to as the "Beijing Stock Exchange") on September 1, 2022.

Article 4 The promoters and shareholding of a joint stock limited company at the time of its establishment are as follows:

Article 5 Registered name of the company: Kunming Polytechnic Hengda Technology Co., Ltd.

English name of the company: Kunming Hendera Science And Technology Co., Ltd.

Company domicile: No. 1299, Changyuan North Road, High-tech Zone, Kunming, Yunnan Province.

Post code: 650101.

Article 6 The company is a permanent joint stock limited company.

Article 7 The chairman is the legal representative of the company.

Article 8 The registered capital of the Company is 108591700 yuan.

Article 9 All the assets of the company are divided into shares of equal value. The shareholders are liable for the company to the extent of their shares, and the company is liable for the company's debts with all its assets.

Article 10 A company may not become a contributor who is jointly and severally liable for the debts of the enterprises it invests in, or a shareholder with unlimited liability of other profit-making organizations.

Article 11 The Articles of Association shall become a binding legal document to regulate the organization and behavior of the company, the rights and obligations between the company and its shareholders, and between shareholders and shareholders, as well as a legally binding document for the company, shareholders, directors, supervisors, and senior managers from the effective date. Shareholders can sue the Company in accordance with the Articles of Association; The Company may sue shareholders, directors, supervisors, general managers and other senior managers in accordance with the Articles of Association; Shareholders can sue shareholders in accordance with the Articles of Association; Shareholders may sue the directors, supervisors, general manager and other senior management of the Company in accordance with the Articles of Association.

Disputes between the company, shareholders, directors, supervisors and senior management personnel involving the provisions of the Articles of Association shall be settled through negotiation in advance. If consultation fails, the disputing party has the right to bring a lawsuit to the people's court with jurisdiction.

Article 12 The other senior managers mentioned in the Articles of Association refer to the company's deputy general manager, chief financial officer and secretary of the board of directors.

Chapter II Business Purpose and Scope

Article 13 The business purpose of the company is to make full use of the company's advantages, adopt high and new technologies, produce first-class products, actively participate in market competition, improve economic benefits and create social benefits.

Article 14 The business scope of the company is: research and development, production, sales and technical services of electrode materials, high-efficiency energy storage materials, and composite new materials; Research, development and production of silver powder, copper powder, silver-coated copper powder and other non-ferrous metal products; Sales of metal materials; Energy-saving technical consultation and technical services; Development, production, sales and technical consultation of new products for material surface treatment; Import and export of goods and technology; Leasing of self-owned houses (projects that must be approved according to law can only be operated with the approval of relevant departments).

Chapter III Shares

Section I Issuance of Shares

Article 15 The shares of the Company shall be in the form of shares. A share certificate is a written certificate issued by the company to prove that the shareholders enjoy rights and assume obligations according to their shares. The company's shares are registered and deposited in China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "China Securities Depository and Clearing Corporation").

Article 16 All the shares issued by the company are registered ordinary shares. The shares of the same class have the same rights and interests.

Article 17 The total number of shares of the Company is 108591700 shares, with a par value of RMB 1.00 per share.

Section 2 Increase, decrease and repurchase of shares

Article 18 According to the needs of operation and development, in accordance with the provisions of laws and administrative regulations, the Company may increase its capital in the following ways after the resolution of the shareholders' meeting:

（1） Public offering of shares;

（2） Non-public issuance of shares;

（3） Distribute bonus shares to existing shareholders;

（4） Increase capital stock by transferring public accumulation fund;

（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.

When the company's share capital is increased by means of (I) and (II) above, the shareholders before the issuance of shares do not have the preemptive right to subscribe for the new shares.

Article 19 The Company may reduce its registered capital. The Company shall reduce its registered capital in accordance with the Company Law, other relevant provisions and the procedures specified in the Articles of Association.

Article 20 The Company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the Articles of Association under the following circumstances:

（1） Reduce the registered capital of the company;

（2） Merger with other companies holding shares of the Company;

（3） Use shares for employee stock ownership plan or equity incentive;

（4） The shareholders requested the company to purchase their shares because they disagreed with the company's merger and division resolution made by the shareholders' meeting.

（5） Use shares to convert corporate bonds issued by the company that can be converted into shares;

（6） It is necessary for the company to maintain its value and shareholders' equity.

If the company purchases shares for the reasons mentioned in Item (1) and Item (2) of the preceding paragraph, it shall pass a resolution of the shareholders' meeting; The acquisition of the Company's shares due to the circumstances specified in items (3), (5) and (6) of the preceding paragraph shall be subject to the resolution of the board meeting attended by more than 2/3 of the directors.

If the company purchases shares in accordance with the provisions of paragraph 1 (1) of this article, it shall cancel the shares within 10 days from the date of acquisition; If the company purchases shares in accordance with the provisions of items (2) and (4) of the preceding paragraph, it shall transfer or cancel the shares within 6 months; Where the company purchases shares in accordance with the provisions of items (3), (5) and (6) of the preceding paragraph, the total number of shares held by the company shall not exceed 10% of the total number of shares issued by the company, and shall be transferred or cancelled within three years.

Except for the above circumstances, the Company does not engage in the trading of its shares.

Article 21 The Company may purchase its shares through public centralized trading or other methods approved by laws and regulations and the CSRC.

The Company's acquisition of its shares due to the circumstances specified in Item (3), Item (5) and Item (6) of Paragraph 1 of Article 20 of the Articles of Association shall be conducted through public centralized trading.

Section 3 Share Transfer

Article 22 The company's shares may be transferred according to law. The restrictions on the sale, reduction and other changes of shares held by shareholders, directors, supervisors and shareholders of listed companies, as well as directors, supervisors and senior executives, shall comply with the Company Law, the Securities Law, the Listing Rules and the relevant provisions of the CSRC and the Beijing Stock Exchange on the changes of shares of listed companies.

Article 23 The Company does not accept its shares as the subject matter of pledge.

Article 24 The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The controlling shareholders, actual controllers and their relatives of the company, as well as the shareholders who directly hold more than 10% of the shares before the listing or the relevant subjects who do not directly hold but can actually control more than 10% of the voting rights of the shares, the shares held or controlled by the company before the public offering to unspecified qualified investors, shall not be transferred or entrusted to others for management within 12 months from the date of the public offering and listing.

The relatives mentioned in the preceding paragraph refer to the spouse of the controlling shareholder and the actual controller of the company, children and their spouses, parents and their spouses, brothers and sisters and their spouses, brothers and sisters of their spouses, parents of their children's spouses and other closely related family members.

Article 25 The shares of the company held by the directors, supervisors and senior executives of the company shall not be transferred within 12 months from the date of listing of the company according to the provisions of the Company Law, and the shares transferred each year during the term of office shall not exceed 25% of the total shares of the company held by them, and shall not be transferred within 6 months after resignation. The shares obtained by the company's senior managers and key employees through special asset plans, employee stock ownership plans and other strategic placements shall not be transferred or entrusted to others for management within 12 months from the date of public offering and listing. The shares obtained by other investors participating in the strategic placement shall not be transferred or entrusted to others for management within 6 months from the date of public offering and listing.

Article 26 If the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell their shares of the company within 6 months after the purchase, or buy them again within 6 months after the sale, the proceeds therefrom shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive purchase of the remaining shares after sale, the sale of the shares is not subject to the six-month time limit.

The term "stocks or other equity securities held by directors, supervisors, senior managers and natural person shareholders" as mentioned in the preceding paragraph includes stocks or other equity securities held by their spouses, parents and children or by using other people's accounts.

If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement the plan within the above time limit, the 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 board of directors of the company does not comply with the provisions of the first paragraph, the responsible directors shall bear joint and several liabilities according to law.

Chapter IV Shareholders and Shareholders' Meeting

Section I Shareholders

Article 27 The shareholders of the company are the persons who hold the company's shares according to law.

Article 28 Shareholders shall enjoy rights and assume obligations according to the type and amount of shares they hold; Shareholders holding the same kind of shares shall enjoy the same rights and undertake the same obligations according to law.

Article 29 The company's shares shall be registered. The company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that the shareholders hold the company's shares. The register of shareholders shall be managed by the board of directors.

Article 30 When the company holds a shareholders' meeting, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date, and the shareholders registered after the closing of the equity registration date shall be the shareholders who enjoy the relevant rights and interests.

The interval between the equity registration date and the meeting date determined by the convener of the board of directors or shareholders' meeting 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.

Article 31 Shareholders of the Company enjoy the following rights:

（1） Obtain dividends and other forms of interest distribution according to the shares held by them;

（2） Request, convene, preside over, participate in or appoint shareholders' agents to participate in the shareholders' meeting and exercise corresponding voting rights according to law;

（3） Supervise the operation of the company and put forward suggestions or inquiries;

（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the Articles of Association;

（5） Refer to the Articles of Association, the register of shareholders, the counterfoil 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 shares;

（7） Shareholders who dissent from the resolution of merger and division of the Company made by the General Meeting of Shareholders require the Company to purchase their shares;

（8） Other rights stipulated by laws, administrative regulations, departmental rules and the Articles of Association.

Article 32 The Articles of Association, the resolution of the shareholders' meeting or the resolution of the board of directors shall not deprive or restrict the legal rights of shareholders. The Company shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels to ensure shareholders' rights to know, participate in decision-making and supervision of major issues of the Company.

Article 33 Where a shareholder proposes to consult the relevant information or request materials mentioned in Article 31 of the Articles of Association, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide them according to the shareholder's requirements after verifying the shareholder's identity.

Article 34 If the contents of the resolutions of the shareholders' meeting and the board of directors violate laws and administrative regulations, the shareholders have the right to request the people's court to determine that they are invalid.

If the convening procedures and voting methods of the shareholders' meeting or the board of directors' meeting violate laws, administrative regulations or the Articles of Association, or the contents of the resolution violate the Articles of Association, the shareholders have the right to request the people's court to revoke it within 60 days from the date of making the resolution.

Article 35 If a director or senior manager violates the provisions of laws, administrative regulations or the Articles of Association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the board of supervisors to file a lawsuit in the people's court in writing; If the board of supervisors violates the provisions of laws, administrative regulations or the Articles of Association when performing its duties and causes losses to the company, the shareholders may request the board of directors to file a lawsuit in the people's court in writing.

If the Board of Supervisors or the Board of Directors refuses to file a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receiving the request, or if the case is urgent and the company's interests will be irreparably damaged if the shareholders specified in the preceding paragraph have the right to file a lawsuit directly in their own name to the people's court for the company's interests.

If another person infringes on the legitimate rights and interests of the company and causes losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people's court in accordance with the provisions of the preceding two paragraphs.

Article 36 If a director or senior manager violates the provisions of laws, administrative regulations or the Articles of Association and damages the interests of shareholders, the shareholders may bring a lawsuit to the people's court. If there are other provisions in laws and administrative regulations on the subject, period and procedure of litigation, such provisions shall prevail.

Article 37 The shareholders of the Company shall undertake the following obligations:

（1） Abide by laws, administrative regulations and the Articles of Association;

（2） Pay the share capital according to the shares subscribed and the way of subscription;

（3） Except for the circumstances prescribed by laws and administrative regulations, the shares shall not be withdrawn;

（4） Do not abuse the rights of shareholders to damage the interests of the company or other shareholders; It is not allowed to abuse the independent status of the company's legal person and the limited liability of shareholders to damage the interests of the company's creditors.

If a shareholder of the company abuses the shareholder's rights and causes losses to the company or other shareholders, he shall bear the liability for compensation according to law.

Where a shareholder of the company abuses the independent status of the company as a legal person and the limited liability of the shareholder, evades debts and seriously damages the interests of the company's creditors, he shall bear joint and several liabilities for the company's debts.

（5） Other obligations required by laws, administrative regulations and the Articles of Association.

Article 38 If more than 5% of the company's shares held by any shareholder of the company are pledged, frozen, auctioned, entrusted, set trust or restricted in accordance with the law, the company shall be notified in time and disclosed.

If shareholders holding more than 5% of the voting shares of the company pledge their shares, they shall make a written report to the company from the date of the fact and cooperate with the company to perform the obligation of information disclosure.

Article 39 The controlling shareholders and actual controllers of the company have the obligation of good faith to the company and other shareholders of the company. The controlling shareholder and the actual controller shall exercise the rights of the contributor strictly in accordance with the law, and shall not damage the legitimate rights and interests of the company and other shareholders by means of profit distribution, asset restructuring, foreign investment, capital occupation, loan guarantee and other means or their related relationship and control position. If the controlling shareholder and actual controller violate relevant laws and regulations and the Articles of Association and cause losses to the company and other shareholders, they shall be liable for compensation.

Article 40 The controlling shareholders, actual controllers and their related parties of the Company shall not occupy the Company's funds in any of the following ways:

（1） The Company advances wages, welfare, insurance, advertising and other expenses for the controlling shareholders, actual controllers and their related parties;

（2） The company repays debts on behalf of the controlling shareholders, actual controllers and their related parties;

（3） Lending funds directly or indirectly from the company to the controlling shareholders, actual controllers and their related parties with or without compensation;

（4） Failing to repay the debts formed by the company's undertaking the guarantee responsibilities of the controlling shareholder, the actual controller and its related parties in a timely manner;

（5） The company provides the controlling shareholders, actual controllers and their related parties with funds without consideration for goods or services;

（6） Other forms of occupation of funds recognized by the CSRC and the Beijing Stock Exchange.

Article 41 The directors, supervisors and senior managers of the company have the obligation to protect the company's funds from being occupied by the controlling shareholders and actual controllers. When the company's directors, supervisors and senior managers assist and connive at the controlling shareholders, actual controllers and their related parties to occupy or transfer the company's funds, assets and other resources, the company's board of directors and supervisors shall, depending on the seriousness of the case, punish the directly responsible person and remove the directors, supervisors and senior managers who have serious responsibilities.

In the event that the company's controlling shareholder, actual controller and their related parties infringe the company's interests by including but not limited to occupying or transferring the company's funds, assets and other resources, the company's board of directors shall immediately apply to the people's court in the name of the company for the judicial freezing of the company's assets and shares held by the controlling shareholder and actual controller.

Where the controlling shareholder or actual controller is unable to restore the assets of the company to the original state or pay off in cash, the company has the right to repay the assets of the company by realizing the shares held by the controlling shareholder or actual controller in accordance with the provisions and procedures of relevant laws, administrative regulations and other normative documents.

The controlling shareholders and actual controllers shall not violate laws and regulations, departmental rules, business rules and the Articles of Association to interfere with the normal decision-making process of the company, damage the legitimate rights and interests of the company and other shareholders, set approval procedures for the personnel election results of the shareholders' meeting and the personnel appointment decisions of the board of directors, interfere with the normal selection and appointment procedures of senior managers, and directly appoint and remove senior managers beyond the shareholders' meeting and the board of directors.

The controlling shareholder and the actual controller shall not obtain the material information that is not disclosed by the company by means of direct reading and requiring the company to report to them, unless otherwise stipulated by laws and regulations.

Article 42 The "controlling shareholder" mentioned in the Articles of Association refers to the shareholder whose shares account for more than 50% of the total share capital of the company; Shareholders who hold less than 50% of the shares but have enough voting rights to have a significant impact on the resolution of the shareholders' meeting.

Article 43 The "actual controller" mentioned in the Articles of Association refers to the person who is not a shareholder of the company but can actually control the company's behavior through investment relations, agreements or other arrangements.

Article 44 The "affiliated relationship" mentioned in the Articles of Association refers to the relationship between the company's controlling shareholders, actual controllers, directors, supervisors, senior managers and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests.

Section II General Provisions of the Shareholders' Meeting

Article 45 The general meeting of shareholders is the company's authority, exercising the following functions and powers according to law:

（1） Determine the company's business policies and investment plans;

（2） Elect and replace the directors and supervisors who are not staff representatives, and decide on the remuneration of the 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） Make resolutions on the increase or decrease of the registered capital of the Company;

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

（9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the Company;

（10） Amend the Articles of Association;

（11） Make resolutions on the employment and dismissal of accounting firms;

（12） Deliberate and approve the guarantee, transaction, financial assistance and other matters required by laws and regulations and the Articles of Association to be voted by the General Meeting of Shareholders;

（13） To review and approve the change of the purpose of the raised funds;

（14） Review and approve the equity incentive plan;

（15） Review and approve other matters that should be decided by the shareholders' meeting according to laws, administrative regulations, other normative documents or the Articles of Association.

The functions and powers of the above shareholders' meeting shall not be exercised by the board of directors or other institutions or individuals in the form of authorization.

Article 46 The guarantee provided by the company shall be submitted to the company's board of directors for deliberation. When the Board of Directors considers the guarantee matters, it must be approved by more than 2/3 of the directors present at the meeting of the Board of Directors. In case of any of the following circumstances, it shall also be submitted to the General Meeting of Shareholders for deliberation:

（1） The amount of a single guarantee exceeds 10% of the company's latest audited net assets;

（2） Any guarantee provided after the total amount of external guarantees of the Company and its holding subsidiaries exceeds 50% of the latest audited net assets;

（3） The guarantee provided for the guarantee object whose asset-liability ratio exceeds 70%;

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

（5） Guarantees provided to shareholders, actual controllers and their related parties;

（6） Guarantee provided to related parties;

（7） The guarantee matters that need to be resolved by the board of directors, and the guarantee of less than 5 unrelated directors attending the board of directors;

（8） Other guarantee matters that shall be decided by the shareholders' meeting according to laws and regulations and the Articles of Association.

When the shareholders' meeting deliberates the guarantee mentioned in the fourth paragraph of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.

Article 47 Where the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide guarantee in the same proportion according to their rights and interests, which does not harm the interests of the company, the provisions of items (1) to (3) of the first paragraph of Article 46 of the Articles of Association may be exempted, except as otherwise provided by laws and regulations and the Articles of Association. The Company shall summarize and disclose the aforesaid guarantees in its annual report and interim report.

Article 48 Where the company provides guarantee for related parties, it shall have reasonable business logic, timely disclose it after the approval of the board of directors and submit it to the shareholders' meeting for deliberation.

Where the company provides guarantee for the controlling shareholder, actual controller and their related parties, in addition to submitting it to the shareholders' meeting for deliberation, the controlling shareholder, actual controller and their related parties shall provide counter-guarantee.

Article 49 If the transactions of the company (except for providing guarantee and financial assistance) meet one of the following standards, they shall be submitted to the shareholders' meeting for deliberation:

（1） The total amount of assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) accounts for more than 50% of the company's total assets audited in the latest period;

（2） The transaction amount accounts for more than 50% of the company's latest audited net assets, and more than 50 million yuan;

（3） The relevant operating revenue of the subject matter of the transaction (such as equity) in the latest accounting year accounts for more than 50% of the company's audited operating revenue in the latest accounting year, and more than 50 million yuan;

（4） The profit generated by the transaction accounts for more than 50% of the audited net profit of the company in the latest accounting year, and more than 7.5 million yuan;

（5） The net profit related to the subject matter of the transaction (such as equity) in the latest accounting year accounts for more than 50% of the audited net profit of the company in the latest accounting year, and more than 7.5 million yuan.

If the data involved in the above indicator calculation is negative, the absolute value shall be taken for calculation. The transaction amount refers to the transaction amount paid and the debts and expenses undertaken. If the transaction arrangement involves the consideration that may be paid or collected in the future, does not involve the specific amount or determines the amount according to the set conditions, the estimated maximum amount is the transaction amount.

Article 50 If the subject matter of the transaction is equity and meets the standards specified in Article 49 of the Articles of Association, the company shall provide the audit report of the financial report of the subject matter of the transaction for the latest year and the next period; If the subject matter of the transaction is non-cash assets other than equity, an evaluation report shall be provided. The deadline of the audited financial report shall be no more than 6 months from the use date of the audit report, and the base date of the evaluation report shall be no more than one year from the use date of the evaluation report.

The audit report and evaluation report specified in the preceding paragraph shall be issued by a securities service institution that complies with the provisions of the Securities Law. Although the transaction does not meet the standards specified in this article, the company shall provide audit or evaluation reports if the securities regulatory department and the Beijing Stock Exchange deem it necessary.

Article 51 If the total amount of assets or the transaction amount involved in the purchase and sale of assets of the company exceeds 30% of the total assets of the listed company audited in the latest period in 12 consecutive months, the company shall provide the evaluation report or audit report in accordance with the provisions of Article 50 of the Articles of Association, and submit it to the shareholders' meeting for deliberation, which shall be approved by more than 2/3 of the voting rights held by the shareholders attending the meeting.

Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph will no longer be included in the relevant cumulative calculation scope.

Article 52 The transactions in which the Company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, are exempt from disclosure or review in accordance with the provisions of Article 49, paragraph 1 of the Articles of Association.

The transactions between the Company and its holding subsidiaries or between the above-mentioned holding subsidiaries may be exempted from the review procedures of the shareholders' meeting in accordance with the provisions of Paragraph 1 of Article 49 of the Articles of Association, unless otherwise specified or damaged the legitimate rights and interests of shareholders.

Article 53 The financial assistance provided by the Company shall be approved and resolved by more than 2/3 of the directors attending the meeting of the Board of Directors, and the information disclosure obligation shall be fulfilled in a timely manner. In case of any of the following circumstances, it shall also be submitted to the General Meeting of Shareholders of the Company for deliberation after being reviewed and approved by the Board of Directors:

（1） The asset-liability ratio of the funded object in the latest period exceeds 70%;

（2） The amount of single financial assistance or the accumulated amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;

（3） Other circumstances stipulated by the CSRC, the Beijing Stock Exchange or the Articles of Association.

The provision of financial assistance referred to in this article refers to the company and its holding subsidiaries providing funds, entrusted loans and other activities with or without compensation.

The Company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and enterprises controlled by them and other related parties.

If the amount of external financial assistance is not recovered within the time limit, the company shall not continue to provide financial assistance or additional financial assistance to the same object. The provisions of this article on financial assistance are not applicable to the company's financial assistance objects that are holding subsidiaries.

Article 54 For transactions between the Company and related parties whose transaction amount (except for providing guarantee) accounts for more than 2% of the Company's latest audited total assets and exceeds 30 million yuan, the evaluation report or audit report shall be submitted to the General Meeting of Shareholders for deliberation in accordance with the provisions of Article 50 of the Articles of Association. Related transactions related to daily operations can be exempted from audit or evaluation.

Article 55 When the Company conducts the following connected transactions with related parties, it may be exempted from consideration and disclosure in the way of connected transactions:

（1） One party subscribes the shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party in cash;

（2） One party, as a member of the underwriting syndicate, underwrites the other party's public issuance of stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives;

（3） One party receives dividends, bonuses or remuneration according to the resolution of the other party's shareholders' meeting;

（4） One party participates in the public bidding or auction of the other party, except that it is difficult to form a fair price through bidding or auction;

（5） Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;

（6） The pricing of connected transactions is regulated by the state;

（7） Related parties provide funds to the company, and the interest rate level is not higher than the benchmark lending rate for the same period specified by the People's Bank of China, and the listed company has no corresponding guarantee for the financial assistance;

（8） The company provides products and services to directors, supervisors and senior managers on the same terms as non-related parties;

（9） Other transactions recognized by China Securities Regulatory Commission and Beijing Stock Exchange.

Article 56 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. The annual general meeting of shareholders shall be held once a year and within 6 months after the end of the previous fiscal year.

Article 57 Under any of the following circumstances, the Company shall convene an extraordinary general meeting of shareholders within 2 months from the date of the fact:

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

（2） When the company's unrecovered losses reach 1/3 of the total paid-in capital;

（3） Shareholders who individually or jointly hold more than 10% of the company's shares request;

（4） The Board of Directors deems it necessary;

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

（6） Other circumstances stipulated by laws, administrative regulations, departmental rules or the Articles of Association.

Article 58 The place where the company holds the general meeting of shareholders is the company's domicile or other places specified in the notice of convening the general meeting. The General Meeting of Shareholders will set up a venue to be held in the form of on-site meetings, and will provide online voting or other means to facilitate shareholders' participation in the General Meeting of Shareholders. Shareholders who participate in the shareholders' meeting through the above means shall be deemed to be present.

Article 59 When convening a shareholders' meeting, the company shall hire a lawyer to issue legal opinions on the convening of the shareholders' meeting, the convening procedure, the qualifications of the attendees, the qualifications of the convener, the voting procedure and the results of the meeting.

Section III Convening of Shareholders' Meeting

Article 60 The general meeting of shareholders shall be convened by the board of directors according to law, unless otherwise stipulated by laws and regulations or the Articles of Association.

Article 61 Independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. With regard to the proposal of independent directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders within 10 days after receiving the proposal.

If the Board of Directors agrees to convene an extraordinary general meeting of shareholders, it will send a notice of convening the general meeting of shareholders within 5 days after the resolution of the Board of Directors is made; If the board of directors does not agree to convene the extraordinary shareholders' meeting, it will explain the reasons and make an announcement.

Article 62 The board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and 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, give written feedback on whether to agree or disagree with the convening of the extraordinary general meeting of shareholders within 10 days after receiving the proposal.

If the Board of Directors agrees to convene an extraordinary general meeting of shareholders, it will send a notice of convening the general meeting of shareholders within 5 days after the resolution of the Board of Directors is made. If the board of directors disagrees with the convening of the extraordinary shareholders' meeting, or fails to give feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors cannot or fails to perform its duty of convening the shareholders' meeting, and the board of supervisors may convene and preside over the extraordinary shareholders' meeting on its own.

Article 63 Shareholders who individually or jointly hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of directors in writing. The Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, give written feedback on whether to agree or disagree with the convening of the extraordinary general meeting of shareholders within 10 days after receiving the request.

If the Board of Directors agrees to convene an extraordinary general meeting of shareholders, it shall send a notice of convening the general meeting of shareholders within 5 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 of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders who individually or jointly 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 of shareholders, and shall make a request to the Board of Supervisors in writing.

If the Board of Supervisors agrees to convene an extraordinary general meeting of shareholders, it shall send a notice of convening the general meeting of shareholders within 5 days after receiving the request. If the Board of Supervisors fails to issue the 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. Shareholders who individually or jointly hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over the extraordinary general meeting of shareholders on their own. Before the announcement of the resolution of the shareholders' meeting, the total shareholding ratio of the shareholders convening the shareholders' meeting shall not be less than 10%.

Article 64 If the board of supervisors or shareholders decide to convene the shareholders' meeting on their own, they shall notify the board of directors in writing.

Article 65 The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the board of supervisors or shareholders themselves and perform the obligation of information disclosure in a timely manner. The board of directors shall provide the register of shareholders on the equity registration date.

Article 66 The expenses necessary for the shareholders' meeting convened by the board of supervisors or shareholders themselves shall be borne by the company.

Section IV Proposal and Notice of Shareholders' Meeting

Article 67 The contents of the proposal shall fall within the scope of the functions and 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 68 When the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the company's shares have the right to put forward proposals to the company.

Shareholders who individually or jointly hold more than 3% of the company's shares may put forward interim proposals and submit them to the convener in writing 10 days before the convening of the shareholders' meeting. The convener shall, within 2 days after receiving the proposal, issue a supplementary notice of the shareholders' meeting and announce the contents of the interim proposal.

Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting. For proposals not listed in the notice of the shareholders' meeting or not in conformity with the provisions of the preceding paragraph of the Articles of Association, the shareholders' meeting shall not vote and make resolutions.

Article 69 When the company holds the annual general meeting of shareholders, the convener shall notify all shareholders in the form of announcement 20 days before the meeting is held; When the company holds an extraordinary general meeting of shareholders, the convener shall notify all shareholders of the company in the form of announcement 15 days before the meeting is held.

When calculating the starting period, the company shall not include the date of the meeting, but include the date of the notice.

Article 70 The notice of the shareholders' meeting shall include the following contents:

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

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

（3） It shall be clearly stated that all shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend the meeting and vote. The proxy of the shareholder need not be a shareholder of the company;

（4） The equity registration date of shareholders entitled to attend the shareholders' meeting;

（5） Name and telephone number of the permanent contact person for conference affairs;

（6） Other contents to be included in relevant laws and regulations, other normative documents and the notice specified in the Articles of Association.

The interval between the equity registration date and the meeting date shall not be more than 7 working days, and shall be later than the disclosure time of the announcement. Once the equity registration date is confirmed, it shall not be changed.

Article 71 The notice and supplementary notice of the shareholders' meeting shall fully and completely disclose all the specific contents of all proposals. If the matter to be discussed needs the opinion of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when the notice of shareholders' meeting or supplementary notice is issued.

Article 72 If the shareholders' meeting adopts the network or other means, the voting time and voting procedure of the network or other means shall be clearly stated in the notice of the shareholders' meeting. The start time of voting by network or other means at the shareholders' meeting shall not be earlier than 3:00 p.m. on the day before the on-site shareholders' meeting is held, and shall not be later than 9:30 a.m. on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 p.m. on the day of the on-site shareholders' meeting.

Article 73 If the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will fully disclose the detailed information of candidates for directors and supervisors, including at least the following contents:

（1） Education background, work experience, part-time job and other personal information;

（2） Whether there is related relationship with the Company or its controlling shareholders and actual controllers;

（3） Disclose the number of shares held by the Company;

（4） Have you been punished or disciplined by the CSRC and other relevant departments.

In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall submit a single proposal.

Article 74 If a candidate for director, supervisor or senior management has any of the following circumstances, the company shall disclose the specific situation of the candidate, the reasons for the candidate's proposed employment, and whether it affects the company's standardized operation, and remind the relevant risks:

（1） It has been subject to administrative punishment by the CSRC and its local offices in the last three years;

（2） In the past three years, it has been publicly condemned by the stock exchange or the National Small and Medium-sized Enterprise Share Transfer System Co., Ltd. or criticized in more than three circulars;

（3） The CSRC and its dispatched offices have filed a case for investigation by the judicial authorities due to suspected crimes or suspected violations of laws and regulations. There are no clear conclusions yet.

The deadline for the above-mentioned period shall be the date when the board of directors, shareholders' meeting and other competent bodies of the company consider the proposal for the appointment of candidates for directors, supervisors and senior managers.

Article 75 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In case of any delay or cancellation, the convener shall make a public announcement at least 2 trading days before the original date of the meeting, and explain the specific reasons for the delay or cancellation; If the meeting is postponed, the postponed meeting date shall be stated in the announcement.

Section V Convening of Shareholders' Meeting

Article 76 The board of directors and other conveners of the company will take necessary measures to ensure the normal order of the shareholders' meeting. Measures will be taken to stop the acts that interfere with the shareholders' meeting, cause trouble and infringe upon the legitimate rights and interests of shareholders, and timely report to the relevant departments for investigation and punishment.

Article 77 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting and exercise their voting rights in accordance with relevant laws and regulations and the Articles of Association.

Shareholders can attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.

Article 78 If an individual shareholder attends the meeting in person, he/she shall show his/her ID card or other valid documents or certificates that can show his/her identity; If a proxy is entrusted to attend the meeting, the proxy shall also present the shareholder's written power of attorney and the proxy's valid identity card.

The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he/she shall show his/her ID card and valid certificate that can prove his/her qualification as the legal representative; If an agent is entrusted to attend the meeting, the agent shall present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.

Article 79 The power of attorney issued by the shareholder to entrust others to attend the shareholders' meeting 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 on each item to be considered on the agenda of the General Meeting of Shareholders;

（4） Date of issuance and validity of the power of attorney;

（5） Signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person shall be affixed.

The power of attorney shall indicate whether the shareholder's agent can vote according to his own will if the shareholder does not give specific instructions. If it is not indicated, the agent shall be deemed to have the right to vote according to his own will.

Article 80 If the power of attorney for proxy voting is signed by others authorized by the principal, the power of attorney or other authorization documents for signature shall be notarized. The notarized power of attorney or other authorization documents and the power of attorney for proxy voting shall be kept at the company's domicile or other places specified in the notice convening the meeting.

If the principal is a legal person, its legal representative or the person authorized by the resolution of the board of directors or other decision-making body shall attend the shareholders' meeting of the company as its representative.

Article 81 The company shall be responsible for making the meeting register of the attendees. The meeting register shall contain the names (or company names) of the participants, ID card numbers, residential addresses, the number of shares held or represented with voting rights, the names (or company names) of the principal and other matters.

Article 82 The convener and the lawyer employed by the company will jointly verify the legitimacy of the shareholders' qualifications according to the register of shareholders, and register the names (or names) of shareholders and the number of voting shares held by them. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of shares with voting rights.

Article 83 When the general meeting of shareholders is held, all directors, supervisors and the secretary of the board of directors of the company shall attend the meeting, and the general manager and other senior managers shall attend the meeting as nonvoting delegates.

Article 84 The shareholders' meeting shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, the chairman shall be presided over by a director jointly recommended by more than half of the directors.

The shareholders' meeting convened by the Board of Supervisors shall be presided over by the chairman of the Board of Supervisors. When the chairman of the board of supervisors is unable or fails to perform his duties, the chairman shall be presided over by a supervisor jointly elected by more than half of the supervisors. The shareholders' meeting convened by the shareholders themselves shall be presided over by the representative elected by the convener.

When the shareholders' meeting is held, if the chairman of the meeting violates the rules of procedure and makes the shareholders' meeting unable to continue, with the consent of more than half of the shareholders present at the shareholders' meeting with voting rights, the shareholders' meeting may elect one person as the chairman of the meeting to continue the meeting.

Article 85 The company formulates the rules of procedure for the shareholders' meeting to specify the convening and voting procedures of the shareholders' meeting in detail, including notification, registration, deliberation of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signatures, announcements, etc., as well as the authorization principles of the shareholders' meeting to the board of directors. The authorization contents shall be clear and specific. The rules of procedure of the General Meeting of Shareholders shall be an annex to the Articles of Association, drafted by the Board of Directors and approved by the General Meeting of Shareholders.

Article 86 At the annual shareholders' meeting, the board of directors and the board of supervisors shall report to the shareholders' meeting on their work in the past year. Each independent director shall also make a work report.

Article 87 The directors, supervisors, general manager and other senior managers shall explain and explain the shareholders' inquiries and suggestions at the shareholders' meeting.

Article 88 The chairman of the meeting shall announce the number of shareholders and agents present at the meeting and the total number of shares with voting rights before voting. The number of shareholders and agents present at the meeting and the total number of shares with voting rights shall be subject to the registration of the meeting.

Article 89 The general meeting of shareholders shall have minutes, which shall be the responsibility of the secretary of the board of directors. The meeting minutes record the following contents:

（1） Time, place, agenda and name of convener of the meeting;

（2） The names of the chairperson of the meeting and the directors, supervisors, general manager and other senior managers attending or attending the meeting;

（3） The number of shareholders and agents attending the meeting, the total number of voting shares held and the proportion of the total number of shares in the company;

（4） The review process, speech points and voting results of each proposal;

（5） Shareholders' inquiry opinions or suggestions and corresponding replies or explanations;

（6） Names of the vote counter, scrutineer and lawyer;

（7） Other contents that shall be recorded in the minutes of the meeting as stipulated in the Articles of Association.

Article 90 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, conveners or their representatives, and chairpersons attending 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 attending the meeting, the power of attorney of the proxy attending the meeting, and the valid data of the voting through the network and other means, for a period of not less than 10 years.

Article 91 The convener shall ensure that the shareholders' meeting is held continuously until the final resolution is formed. If the General Meeting of Shareholders is suspended or unable to make a resolution due to force majeure or other special reasons, necessary measures shall be taken to resume the convening of the General Meeting of Shareholders as soon as possible or directly terminate the General Meeting of Shareholders and make a timely announcement. At the same time, the convener shall report to the dispatched office of the CSRC and the stock exchange where the company is located.

Section VI Voting and Resolution of the General Meeting of Shareholders

Article 92 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions, which are voted by secret ballot.

An ordinary resolution made by the General Meeting of Shareholders shall be passed by more than 1/2 of the voting rights held by the shareholders (including their proxies) attending the General Meeting of Shareholders.

A special resolution made by the General Meeting of Shareholders shall be passed by more than two-thirds of the voting rights held by the shareholders (including their proxies) attending the General Meeting of Shareholders.

Article 93 The following matters shall be adopted by the general meeting of shareholders by ordinary resolution:

（1） Work reports of the Board of Directors and the Board of Supervisors;

（2） The profit distribution plan and loss recovery plan prepared by the Board of Directors;

（3） The appointment and removal of members of the Board of Directors and the Board of Supervisors and their remuneration and payment methods;

（4） The company's annual budget plan and final account plan;

（5） Annual report of the company;

（6） Hire or replace the accounting firm audited by the company;

（7） Other matters other than those required by laws and regulations or the Articles of Association to be passed by special resolution.

Article 94 The following matters shall be passed by special resolution of the shareholders' meeting:

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

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

（3） Amendment of the Articles of Association;

（4） The company purchases or sells major assets or guarantees more than 30% of the company's latest audited total assets within one year;

（5） Equity incentive plan;

（6） Other matters that are required to be passed by special resolution, as stipulated by laws and regulations or the Articles of Association and determined by ordinary resolution of the General Meeting of Shareholders to have a significant impact on the Company.

Article 95 Shareholders (including shareholders' agents) shall exercise their voting rights according to the number of voting shares they represent, and each share shall have one vote.

The shares of the Company held by the Company have no voting rights, and such shares are not included in the total number of shares with voting rights attending the shareholders' meeting.

The holding subsidiaries of the Company shall not acquire shares of the Company. If the shares are held for special reasons, the situation shall be eliminated according to law within one year. Before the above circumstances are eliminated, the relevant subsidiaries shall not exercise the voting rights corresponding to their shares, and such shares shall not be included in the total number of shares with voting rights attending the shareholders' meeting. The board of directors, independent directors and shareholders holding more than 1% of the voting shares or the investor protection institution specified in the Securities Law may solicit their voting rights at the shareholders' meeting from the company's shareholders. When soliciting shareholders' voting rights, the specific voting intention and other information shall be fully disclosed to the solicitees, and the shareholders' voting rights shall not be solicited in a paid or disguised way.

Article 96 When the shareholders' meeting deliberates the related transaction matters, the related shareholders shall avoid voting and shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of effective voting; The announcement of the resolution of the shareholders' meeting shall fully disclose the voting of non-related shareholders. Unless otherwise stipulated by laws and regulations, other normative documents and all shareholders are related parties.

Related shareholders shall actively explain the situation to the shareholders' meeting and clearly indicate that they will not participate in the voting when the shareholders' meeting deliberates the related transactions. If the shareholder does not actively explain the related relationship and withdraw, other shareholders can ask him to explain the situation and withdraw. If the shareholder insists on participating in the voting, all other shareholders attending the shareholders' meeting shall apply the special resolution procedure to vote whether it constitutes a connected transaction and whether it should be avoided. Before voting, other shareholders have the right to ask the shareholder to explain the relevant situation.

After the end of the shareholders' meeting, if other shareholders find that related shareholders have participated in the voting of related transactions, or if shareholders have objections to the application of avoidance, they have the right to request the people's court to determine the invalidity of relevant resolutions according to Article 35 of the Articles of Association.

If the related shareholders clearly express their withdrawal, other shareholders attending the shareholders' meeting shall review and vote on the related transaction matters, and the voting results shall have the same legal effect as other resolutions passed by the shareholders' meeting.

Article 97 The Company shall, on the premise of ensuring the legality and effectiveness of the shareholders' meeting, give priority to providing modern information technology means such as voting platform in the form of network through various ways and means to facilitate shareholders' participation in the shareholders' meeting.

Article 98 Unless the company is in a crisis or other special circumstances, the company will not enter into a contract with a person other than directors, managers and other senior management personnel to entrust the management of all or important business of the company to that person without the approval of the shareholders' meeting by special resolution.

Article 99 The list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for resolution in the form of proposal.

When the general meeting of shareholders votes on the election of more than two directors or supervisors, the cumulative voting system shall be implemented. If the proportion of shares owned by a single shareholder of the company and its persons acting in concert is more than 30%, the shareholders' meeting shall implement the cumulative voting system in the election of directors and supervisors.

The cumulative voting system mentioned in the preceding paragraph means that when the shareholders' meeting elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used collectively, that is, the voting rights owned by each shareholder are the product of the number of shares held by it and the number of directors or supervisors to be elected, and shareholders can vote all their voting rights to a candidate director or supervisor in a centralized way, They can also vote for a number of candidate directors or supervisors in a decentralized manner, and the shareholders' meeting determines the winner according to the number of votes obtained. The board of directors shall announce the resumes and basic information of the candidate directors and supervisors to the shareholders.

The cumulative voting system adopted at the shareholders' meeting shall follow the following principles:

（1） The number of candidates for directors or supervisors may exceed the number of candidates to be elected at the shareholders' meeting, but the number of candidates voted by each shareholder cannot exceed the number of directors or supervisors to be elected at the shareholders' meeting, and the total number of votes allocated cannot exceed the number of votes held by the shareholders, otherwise, the vote is invalid;

（2） Independent directors and non-independent directors of the Company vote separately. In the election of independent directors, the number of votes that each shareholder is entitled to obtain is equal to the product of the number of shares he holds multiplied by the number of independent directors to be elected. The number of votes can only be cast for the company's independent director candidates; When electing non-independent directors, the number of votes each shareholder is entitled to obtain is equal to the product of the number of shares he holds multiplied by the number of non-independent directors to be elected. The number of votes can only be cast for the company's non-independent director candidates;

（3） Candidates for directors or supervisors shall determine the final candidate according to the number of votes, but the minimum number of votes for each candidate must exceed half of the total number of shares held by shareholders (including shareholders' agents) attending the shareholders' meeting. If the number of elected directors or supervisors is less than the number of directors or supervisors to be elected at the shareholders' meeting, all candidates for directors or supervisors who are not enough to vote for the vacancy shall be voted again. If the number is still not enough, the company shall make a by-election at the next shareholders' meeting. If two or more candidates for directors or supervisors have the same votes, but only some of them can be elected due to the limit of the number of candidates to be elected, the candidates for directors or supervisors who have the same votes need to be voted again separately.

Article 100 The methods and procedures for nomination of candidate directors and supervisors are as follows:

（1） Candidates for non-independent directors shall be nominated by shareholders who individually or jointly hold more than 3% of the total voting shares of the company and the board of directors according to the number of candidates to be elected or changed. The board of directors shall submit a proposal to the shareholders' meeting after soliciting the opinions of the nominees and reviewing their qualifications;

（2） Candidates for independent directors shall be nominated by the Board of Directors, the Board of Supervisors, and shareholders who individually or jointly hold more than 1% of the total number of voting shares of the company according to the number of candidates to be elected or changed. The Board of Directors shall submit proposals to the General Meeting of Shareholders after soliciting the opinions of the nominees and reviewing their qualifications;

（3） Non-employee representative supervisor candidates shall be nominated by shareholders who individually or jointly hold more than 3% of the total voting shares of the company and the board of supervisors according to the number of candidates to be elected or changed. After the board of supervisors solicits the opinions of the nominees and reviews their qualifications, the board of supervisors shall submit proposals to the shareholders' general meeting;

（4） Candidates for staff representative supervisors shall be elected by the company's staff congress, staff congress or other democratic means.

（5） The Board of Directors shall report the resumes and basic information of candidate directors and non-employee representative supervisors to the General Meeting of Shareholders.

Article 101 In addition to the cumulative voting system, the shareholders' meeting shall vote on all proposals one by one. If there are different proposals for the same matter, the voting shall be carried out in the chronological order of the proposal. Shareholders shall not vote for different proposals for the same matter at the same time at the shareholders' meeting. The same voting right can only choose one of the on-site or other voting methods, and shareholders can only vote once on the spot. In case of repeated voting with the same voting right, the first voting result shall prevail. Except for the suspension or inability to make a resolution of the shareholders' meeting due to force majeure and other special reasons, the shareholders' meeting will not shelve or refuse to vote on the proposal.

Article 102 When the general meeting of shareholders of the company considers the following major issues affecting the interests of minority shareholders, the voting of minority shareholders shall be separately counted and disclosed:

（1） Appointment and removal of directors;

（2） Formulate and modify the profit distribution policy, or review the equity distribution matters;

（3） Related party transactions, provision of guarantees (excluding guarantees for holding subsidiaries), provision of financial assistance, change of purpose of raised funds, etc;

（4） Major asset restructuring, equity incentive and employee stock ownership plan;

（5） Public offering of stocks, application for stock transfer to other domestic stock exchanges or application for stock listing to other overseas stock exchanges;

（6） Other matters stipulated by laws and regulations, business rules of the Beijing Stock Exchange and the Articles of Association.

Article 103 When the General Meeting of Shareholders deliberates the proposal, it will not modify the proposal, otherwise, the relevant change shall be considered as a new proposal and cannot be voted at this General Meeting of Shareholders.

Article 104 Before the shareholders' meeting votes on the proposal, two shareholders' representatives shall be elected to participate in the vote counting and scrutinizing. If the matters under consideration are of interest to shareholders, relevant shareholders and agents shall not participate in the counting and scrutinizing of votes.

When the General Meeting of Shareholders votes on the proposal, the lawyer, shareholder representative and supervisor representative shall be jointly responsible for counting and scrutinizing the votes, and announce the voting results on the spot. The voting results of the resolution shall be recorded in the minutes of the meeting.

Shareholders or their proxies who vote through the network or other means have the right to check their voting results through the corresponding voting system.

Article 105 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. The securities registration and clearing institution, as the nominal holder of the shares traded in the interconnection mechanism between the mainland and Hong Kong stock markets, shall declare in accordance with the actual holder's will, except.

Votes that are not filled in, incorrectly filled in, illegible in writing, and not voted are deemed to be voting rights waived by the voters, and the voting results of the number of shares held by them shall be counted as abstention.

Article 106 If the chairman of the meeting has any doubt about the result of the resolution submitted for voting, he can count the number of votes; If the presider of the meeting fails to count the votes, if the shareholders or their proxies present at the meeting disagree with the announcement of the voting result by the presider of the meeting, they have the right to request the counting of votes immediately after the announcement of the voting result, and the presider of the meeting shall count the votes immediately.

Article 107 The resolution of the shareholders' meeting shall be announced in a timely manner. The announcement shall specify the number of shareholders and agents attending the meeting, the total number of voting shares held and the proportion of the total number of voting shares of the company, the voting method, the voting results of each proposal and the details of the resolutions adopted.

Article 108 The Company shall not disclose or disclose any unpublished information that may have a significant impact on the company's stock trading price and investors' investment decisions at the shareholders' meeting. After the meeting, the Company shall timely disclose the announcement of the shareholders' meeting resolution, and disclose the concluding opinions of the legal opinion in the announcement of the shareholders' meeting resolution.

If the resolution of the shareholders' meeting involves major issues that may have a significant impact on the company's stock trading price and investors' investment decisions, and the shareholders' meeting fails to pass the relevant proposal after deliberation, the company shall disclose the reasons and relevant specific arrangements for the matters involved in the proposal in the form of an interim report. If the shareholders' meeting changes the resolution of the previous shareholders' meeting, it shall make a special prompt in the announcement of the resolution of the shareholders' meeting.

Article 109 If the General Meeting of Shareholders passes the proposal for the election of directors and supervisors, the time for the new directors and supervisors to take office shall be calculated from the date of the resolution of the General Meeting of Shareholders to the date of expiration of the term of office of the current Board of Directors and the Board of Supervisors.

Article 110 If the general meeting of shareholders passes the proposal on cash dividend, share donation or capital reserve conversion to share capital, the company will implement the specific plan within 2 months after the conclusion of the general meeting of shareholders.

If the company plans to implement the share giving or the conversion of capital reserve into share capital, the financial report based on the interim report or quarterly report shall be audited by an accounting firm in accordance with the provisions of the Securities Law. Only cash dividends can be exempted from audit.

Article 111 The end time of the shareholders' meeting on the spot shall not be earlier than the end time of voting through internet or other means. The chairman of the meeting shall announce the voting status and voting results of each proposal, and announce whether the proposal is passed according to the voting results.

Article 112 Before the formal announcement of the voting results, the companies, vote counters, scrutineers, major shareholders, network service providers and other relevant parties involved in the on-site, online and other voting methods of the shareholders' meeting shall have the obligation to keep the voting confidential.

Chapter V Board of Directors

Section I Directors

Article 113 A director of the company is a natural person, and cannot serve as a director of the company under any of the following circumstances:

（1） No civil capacity or limited civil capacity;

（2） He was sentenced to criminal punishment for embezzlement, bribery, misappropriation of property, misappropriation of property, or sabotage of the socialist market economic order, and the period of execution was less than 5 years, or he was deprived of political rights due to crime, and the period of execution was less than 5 years;

（3） As a director, factory director or manager of a company or enterprise that has gone bankrupt and liquidated, and is personally responsible for the bankruptcy of the company or enterprise, less than 3 years have passed since the date of the completion of the bankruptcy and liquidation of the company or enterprise;

（4） Having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of the law, and having personal responsibility, less than 3 years have elapsed since the date of the revocation of the business license of the company or enterprise;

（5） The individual has a large amount of debt that is not paid off at maturity;

（6） The securities market has been banned by the CSRC and its dispatched offices or has been identified as an inappropriate candidate, and the time limit has not expired;

（7） It is determined by the stock exchange or the National Small and Medium-sized Enterprise Share Transfer System Co., Ltd. that it is not suitable to serve as a director, supervisor or senior manager of the company, and the term has not expired;

（8） Other circumstances stipulated by the CSRC and the Beijing Stock Exchange.

If a director is elected or appointed in violation of this article, the election, appointment or appointment shall be invalid. In case of any circumstance in this article during the term of office of a director, the company shall dismiss him.

In case of any circumstance under this article during the term of office, the director shall report to the company in a timely manner and resign within 1 month from the date of the fact. After being nominated, a director candidate shall conduct a self-inspection on whether he/she meets the qualifications and provide the company with a written statement and relevant qualification certificates on whether he/she meets the qualifications. The board of directors shall check the qualification of the candidate. If the candidate is found not to meet the qualification, it shall ask the nominator to withdraw the nomination of the candidate, and the nominator shall withdraw it.

Article 114 The 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, a director may be re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not remove him without cause. The term of office of directors shall be calculated from the date of taking office until the expiration of the term of office of the current Board of Directors.

If a director is not re-elected in time upon the expiration of his term of office, or if the number of members of the board of directors is lower than the quorum due to the resignation of a director during his term of office, the original director shall still perform his duties as a director in accordance with laws and regulations, other normative documents and the Articles of Association before the re-elected director takes office.

Article 115 The general manager or other senior managers may concurrently serve as directors, but the total number of directors concurrently serving as senior managers in the company's board of directors and the number of directors held by staff representatives shall not exceed 1/2 of the total number of directors of the company.

Article 116 When the shareholders' meeting elects directors of the company, the detailed information of the candidates for directors shall be disclosed before the shareholders' meeting to ensure that the shareholders have sufficient knowledge of the candidates before voting.

Article 117 The directors shall abide by the provisions of laws, administrative regulations and the Articles of Association, and have the following faithful obligations to the company:

（1） They shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property;

（2） Do not misappropriate the company's funds;

（3） The company's assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;

（4） Do not violate the provisions of the Articles of Association by lending the company's funds to others or providing guarantee for others with the company's property without the consent of the shareholders' meeting or the board of directors;

（5） It is not allowed to enter into contracts or conduct transactions with the Company in violation of the provisions of the Articles of Association or without the consent of the General Meeting of Shareholders;

（6） Without the consent of the general meeting of shareholders, they shall not take advantage of their position to seek business opportunities for themselves or others that should belong to the company, or operate businesses similar to the company for themselves or others;

（7） It is not allowed to accept the commission of transactions with the company as its own;

（8） Do not disclose company secrets without authorization;

（9） It shall not use its affiliated relationship to damage the interests of the company;

（10） Other faithful obligations stipulated by laws and regulations, other normative documents and the Articles of Association.

The income obtained by the director in violation of this article shall belong to the company; Cause

In case of loss, it shall be liable for compensation.

Article 118 The directors shall exercise the rights conferred by the company carefully, conscientiously and diligently, abide by laws, administrative regulations and the Articles of Association, and have the following diligent obligations to the company:

（1） Exercise the rights conferred by the company carefully, conscientiously and diligently to ensure that the company's business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and the business activities do not exceed the business scope specified in the business license;

（2） Shall treat all shareholders fairly;

（3） Timely understand the company's business operation and management status;

（4） A written confirmation opinion shall be signed on the company's periodic report. 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 functions and powers;

（6） Other diligent obligations stipulated by laws and regulations, other normative documents and the Articles of Association.

Article 119 The directors of the company shall make a written explanation and disclose to the public in any of the following circumstances:

（1） Failing to attend the board meeting in person for 2 consecutive times;

（2） During his term of office, the number of times that he did not attend the meetings of the Board of Directors in person for 12 consecutive months exceeded 1/2 of the total number of meetings of the Board of Directors during the period.

If a director fails to attend the meeting of the Board of Directors in person or entrust other directors to attend the meeting of the Board of Directors for two consecutive times, it shall be deemed that he cannot perform his duties, and the Board of Directors shall recommend the General Meeting of Shareholders to replace him.

Article 120 A director may submit his resignation before the expiration of his term of office. A director shall submit a written resignation report when resigning, and shall not evade his or her duties by resignation or other means. The Board of Directors will disclose relevant information within 2 days.

If the number of directors of the Company is lower than the minimum quorum due to the resignation of directors, the resignation report shall not take effect until the next director fills the vacancy caused by his resignation. Before the resignation report comes into effect, the directors who intend to resign shall continue to perform their duties as directors in accordance with laws and regulations, other normative documents and the Articles of Association. In case of the above circumstances, 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 takes effect when the resignation report is delivered to the board of directors.

Article 121 When a director's resignation takes effect or his term of office expires, he/she shall complete all transfer procedures with the board of directors. His/her obligation of loyalty to the company and shareholders shall not be automatically relieved after the end of his/her term of office, but shall remain valid within the reasonable period specified in the Articles of Association.

The reasonable period mentioned in this article shall be determined according to the principle of fairness, depending on the length of time between the occurrence of the event and the departure of the post, and the circumstances and conditions under which the relationship with the company ends.

Article 122 Without the provisions of the Articles of Association or the lawful authorization of the Board of Directors, no director shall act in his own name on behalf of the Company or the Board of Directors. When a director acts in his/her own name, the director shall declare his/her position and identity in advance if the third party reasonably believes that the director is acting on behalf of the company or the board of directors.

Article 123 If a director violates laws and regulations, other normative documents or the provisions of the Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.

Article 124 The Company shall establish an independent director system and employ appropriate personnel as independent directors, one of whom shall be an accounting professional. The Company shall formulate an independent director system in accordance with laws and regulations, other normative documents and the Articles of Association to clarify the rights and obligations, duties and performance procedures of independent directors. Independent directors shall perform their duties in accordance with laws and regulations, other normative documents, the Articles of Association and relevant systems.

Article 125 The provisions of this section on the obligations of directors are applicable to the company's supervisors, general managers and other senior managers.

Section 2 Board of Directors

Article 126 The company has a board of directors, which is responsible for the shareholders' meeting.

Article 127 The board of directors is composed of nine directors, including one chairman, who is elected by the board of directors by more than half of all directors.

Article 128 The board of directors shall exercise the following powers:

（1） Convene the shareholders' meeting and report to the shareholders' meeting;

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

（3） Determine the company's business plan and investment plan;

（4） Formulate the company's annual financial budget plan and final account plan;

（5） Formulate the company's profit distribution plan and loss recovery plan;

（6） Formulate the company's plans for increasing or reducing registered capital, issuing bonds or other securities and listing;

（7） To draw up plans for the Company's major acquisition, purchase of the Company's shares or merger, division, dissolution and change of the Company's form;

（8） Within the scope of authorization of the General Meeting of Shareholders, decide on the Company's external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and related transactions;

（9） Determine the establishment of the company's internal management organization;

（10） Appoint or dismiss the general manager and secretary of the board of directors of the company; According to the nomination of the General Manager, appoint or dismiss the Company's Deputy General Manager, Chief Financial Officer and other senior management personnel, and determine their remuneration, rewards and punishments;

（11） Formulate the company's basic management system;

（12） Formulate the amendment plan of the Articles of Association;

（13） Manage the company's information disclosure;

（14） Listen to the work report of the general manager of the company and check the work of the general manager;

（15） Propose to the shareholders' meeting to hire or replace the accounting firm audited by the company;

（16） Other authorities granted by laws and regulations, other normative documents or the Articles of Association.

The Company shall ensure that the Board of Directors exercises its functions and powers in accordance with laws and regulations, other normative documents and the Articles of Association, and provide necessary conditions for directors to perform their duties normally. The major issues of the Company shall be collectively decided by the Board of Directors. The Board of Directors shall not delegate the statutory powers to individual directors or others.

Resolutions of the Board of Directors concerning the matters of external guarantee and financial assistance and (12) of items (6), (7) and (8) above must be passed by more than 2/3 of the directors attending the meeting.

Article 129 The board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, related transactions, etc., and establish strict review and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals. Matters beyond the decision-making authority of the Board of Directors must be reported to the General Meeting of Shareholders for approval.

Article 130 The major transactions of the company that meet the following standards (except for providing guarantee and financial assistance) shall be reviewed by the board of directors:

（1） The total amount of assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) accounts for more than 10% of the company's total assets audited in the latest period;

（2） The transaction amount accounts for more than 10% of the company's latest audited net assets, and more than 10 million yuan;

（3） The relevant operating revenue of the subject matter of the transaction (such as equity) in the latest accounting year accounts for more than 10% of the audited operating revenue of the company in the latest accounting year, and more than 10 million yuan;

（4） The profit generated by the transaction accounts for more than 10% of the audited net profit of the company in the latest accounting year, and more than 1.5 million yuan;

（5） The net profit related to the subject matter of the transaction (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the company in the latest accounting year, and more than 1.5 million yuan.

If the data involved in the above indicator calculation is negative, the absolute value shall be taken for calculation.

Article 131 The related party transactions of the company that meet the following standards (except for providing guarantee) shall be reviewed by the board of directors:

（1） Connected transactions between the company and related natural persons with a transaction amount of more than 300000 yuan;

（2） The transaction amount with related legal persons accounts for more than 0.2% of the company's latest audited total assets and exceeds 3 million yuan.

Connected transactions other than those approved by the General Meeting of Shareholders and the Board of Directors shall be approved by the Chairman of the Board of Directors. If the Chairman of the Board of Directors has a connected relationship with the transaction, it shall be submitted to the Board of Directors for review.

Article 132 Before the related party transactions are submitted to the board of directors for deliberation, the independent directors shall obtain the approval opinions in advance. The independent directors' prior approval opinions shall be approved by more than half of all independent directors and disclosed in the related party transaction announcement.

Article 133 Where the company provides external guarantee, it must be submitted to the board of directors for deliberation and approved by more than 2/3 of the directors attending the meeting.

Article 134 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 135 The board of directors may, in accordance with its reasonable judgment, strictly abide by and implement the resolutions of the shareholders' meeting, and make arrangements and decisions on specific operational matters.

Article 136 The board of directors of the company shall explain to the shareholders' meeting the non-standard audit opinions issued by the certified public accountant on the company's financial report.

Article 137 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.

Article 138 The chairman shall exercise the following powers:

（1） Preside over the general meeting of shareholders and convene and preside over the meetings of the board of directors;

（2） Supervise and inspect the implementation of the resolutions of the Board of Directors;

（3） Sign the company's shares, corporate bonds and other securities;

（4） Sign important documents of the Board of Directors;

（5） In case of force majeure such as catastrophic natural disasters, exercise the special disposal right of the company's affairs in accordance with the provisions of the law and the company's interests, and report to the company's board of directors and shareholders' meeting afterwards;

（6） Other powers granted by the Board of Directors.

Article 139 With respect to the authorization of the Board of Directors as prescribed in Item (6) of the preceding Article, the Board of Directors shall carry out the authorization in strict accordance with the relevant provisions of the Company Law, and shall not delegate the powers and powers exercised by the Board of Directors as prescribed in the Company Law to the Chairman of the Company to exercise or make decisions directly; However, in order to implement the resolution of the Board of Directors, the Board of Directors may authorize the Chairman to decide on other specific matters involved in the implementation of the resolution. The authorization of the board of directors to the chairman shall be clear and specific.

Article 140 The board of directors may authorize the chairman of the board of directors to exercise some functions and powers when the meeting is not in session, which shall be approved by more than 2/3 of all directors and made in the form of a resolution of the board of directors.

The chairman of the board of directors shall not engage in acts beyond his scope of authority. When exercising his power within his scope of authority (including authorization), the chairman shall make prudent decisions in case of any matter that may have a significant impact on the company's operation, and shall submit it to the board of directors for collective decision-making when necessary. The chairman of the board of directors shall timely inform all directors of the implementation of the authorized matters.

The chairman of the board of directors shall ensure the right of the secretary of the board of directors to know and shall not obstruct him in any way from exercising his powers according to law. The chairman of the board of directors shall immediately urge the person in charge of information disclosure affairs to perform the obligation of information disclosure in a timely manner after receiving the report of major events that may have a significant impact on the trading prices of the company's shares and other securities and the investment decisions of investors.

Article 141 The chairman may, in accordance with his reasonable judgment, strictly abide by and implement the resolutions of the board of directors, and make arrangements and decisions on specific operational matters.

Article 142 Other directors of the company and the secretary of the board of directors shall assist the chairman in his work. If the chairman is unable or fails to perform his duties, more than half of the directors shall jointly elect one director to perform his duties.

Article 143 The board of directors shall hold at least two meetings each year, which shall be convened by the chairman of the board. Each meeting shall be notified to all directors and supervisors in writing 10 days before the meeting.

Article 144 Under any of the following circumstances, the chairman shall convene and preside over the interim board meeting within 10 days after receiving the proposal:

（1） Shareholders representing more than 1/10 of the voting rights propose;

（2） When more than 1/3 of the directors propose;

（3） When the Board of Supervisors proposes.

Article 145 The board of directors may notify the convening of an interim board meeting in writing or orally; The notice shall be sent to all directors and supervisors 3 days before the meeting. However, if there is an emergency that requires an interim board meeting, the chairman may convene the board meeting at any time, but the directors shall be given the necessary preparation time.

Article 146 The notice of the board meeting shall include the following contents:

（1） Date and place of the meeting;

（2） Duration of the meeting;

（3） Reasons and topics;

（4） Date of notification.

The board of directors shall prepare the agenda of the board meeting in advance and provide sufficient decision-making materials.

Article 147 A meeting of the board of directors shall not be held unless more than half of the directors are present. Each director has one vote. Resolutions made by the board of directors must be approved by more than half of all directors, except for the special resolutions related to the powers of the board of directors.

Article 148 The meeting of the board of directors shall be attended by the directors themselves. If the directors are unable to attend the meeting for some reason, they may entrust other directors to attend the meeting in writing (including by fax or e-mail), and the independent directors shall entrust other independent directors to attend the meeting on their behalf. Directors shall not be exempted from their responsibilities for voting matters because they entrust other directors to attend.

Article 149 The power of attorney shall specify the agent's name, agency matters, authority and term of validity, and shall be signed or sealed by the principal. Where voting matters are involved, the principal shall clearly express his consent, objection or abstention on each matter in the power of attorney. A director may not make or accept an authorization without voting intention, full power of attorney or an authorization with unclear scope. One director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at a board meeting. When reviewing related party transactions, non-related party directors shall not entrust related party directors to attend the meeting on their behalf.

Article 150 The directors who attend the meeting on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.

Article 151 The board of directors shall adopt a show of hands or a written vote to make a resolution. The interim meeting of the Board of Directors can be held and resolved by fax, fax, telephone or video conference, and signed by the participating directors on the premise that the directors can fully express their opinions.

Article 152 Where a director of the company is related to a resolution of the board of directors, he/she shall avoid voting and shall not exercise voting rights on the resolution, nor shall he/she exercise voting rights on behalf of other directors. The meeting of the board of directors can be held only if more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be approved by more than half of the unrelated directors. If the number of unrelated directors attending the Board of Directors is less than 3, the matter shall be submitted to the General Meeting of Shareholders of the Company for deliberation.

Article 153 The board of directors shall make minutes of the decisions on the matters discussed at the meeting, which shall be true, accurate and complete. The directors, the secretary of the board of directors and the recorder attending the meeting shall sign the minutes of the meeting.

Article 154 The minutes of the meeting of the board of directors shall be kept by the secretary of the board of directors as the company's archives for a period of not less than 10 years.

Article 155 The minutes of the board of directors shall include the following contents:

（1） The date, place and name of the convener of the meeting;

（2） The names of the directors attending the meeting and the names of the directors (agents) entrusted to attend the meeting;

（3） Meeting agenda;

（4） Key points of the director's speech;

（5） The voting method and result of each resolution (the voting result shall specify the number of votes for, against or abstention).

Section III Secretary of the Board of Directors

Article 156 The board of directors shall have a secretary of the board of directors. The secretary of the board of directors is the senior management of the company and is responsible to the board of directors.

As the first person responsible for implementing the information disclosure management system, the Chairman of the Board of Directors is responsible for the specific coordination and implementation of information disclosure, investor relationship management and other matters. The Office of the Board of Directors is responsible for the company's information disclosure.

Article 157 The qualifications of the secretary of the board of directors are: the secretary of the board of directors shall have the financial, management, legal professional knowledge and relevant work experience necessary to perform his duties, have good professional ethics and personal integrity, and do not have the circumstances specified in Article 113 of the Articles of Association, or be the current supervisor of the company.

The Company shall make a public announcement within 2 trading days after the Board of Directors formally appoints or dismisses the Secretary of the Board of Directors or the Secretary of the Board of Directors resigns, and report to the Beijing Stock Exchange for filing.

Article 158 The secretary of the board of directors shall be appointed by the board of directors. The company's directors or other senior managers may concurrently serve as the secretary of the company's board of directors. The certified public accountant of the accounting firm and the lawyer of the law firm employed by the company shall not concurrently serve as the secretary of the board of directors of the company.

The situation of not being a director of the Company as stipulated in the Articles of Association applies to the secretary of the Board of Directors. The current supervisor of the Company shall not serve as the secretary of the Board of Directors.

Article 159 The main responsibilities of the secretary of the board of directors are:

（1） Prepare and submit the reports and documents issued by the Board of Directors and the General Meeting of Shareholders as required by relevant national departments;

（2） Prepare the meeting of the Board of Directors and the General Meeting of Shareholders, and be responsible for the keeping of the minutes of the meeting and the meeting documents and records;

（3） Be responsible for keeping the company's register of shareholders, resolutions of the board of supervisors and meeting records;

（4） Ensure that the person who has the right to obtain the relevant records and documents of the company can obtain the relevant documents and records in time;

（5） Be responsible for timely communication and liaison between the company and relevant parties and the securities regulatory authority;

（6） Be responsible for the company's information disclosure, coordinate the company's information disclosure work, organize the formulation of the company's information disclosure management system, and urge the company and relevant information disclosure obligors to comply with the relevant provisions on information disclosure;

（7） Be responsible for the company's investor relationship management and shareholder information management, and coordinate the information communication between the company and the securities regulatory authority, shareholders and actual controllers, securities service institutions, media, etc;

（8） Other responsibilities specified in the Articles of Association.

Article 160 The secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. If a director concurrently serves as the secretary of the board of directors, if an act needs to be done by the director and the secretary of the board of directors respectively, the person who concurrently serves as the director and the secretary of the board of directors of the company shall not act in a dual capacity.

Article 161 The secretary of the board of directors may submit his resignation before the expiration of his term of office. The secretary of the board of directors shall submit a written resignation report when resigning, and shall not evade his duties by resignation or other means.

If the resignation of the Secretary of the Board of Directors has not completed the work handover and the relevant announcement has not been disclosed, the resignation report shall take effect after the Secretary of the Board of Directors has completed the work handover and the relevant announcement has been disclosed. Before the resignation report comes into effect, the Secretary of the Board of Directors who intends to resign shall continue to perform the duties of Secretary of the Board of Directors according to law.

Article 162 The company shall have sufficient reasons for dismissing the secretary of the board of directors, and shall not dismiss without reason.

The company shall dismiss the secretary of the board of directors within 1 month from the date of occurrence of any of the following circumstances:

（1） In the case that the secretary of the board of directors is not allowed under Article 157 of the Articles of Association;

（2） Unable to perform duties for more than 3 consecutive months;

（3） Violation of laws and regulations, business rules of the Beijing Stock Exchange, and the Articles of Association, causing major losses to the company or shareholders.

Article 163 The Company shall appoint the Secretary of the Board of Directors within 3 months after the former Secretary of the Board of Directors leaves office. During the vacancy of the Secretary of the Board of Directors, the Board of Directors shall designate a director or senior manager to perform the duties of the Secretary of the Board of Directors, make a timely announcement and report to the Beijing Stock Exchange for record. The chairman of the board of directors shall perform the duties of the secretary of the board of directors before the company appoints the agent.

Section IV Independent Directors

Article 164 The company has three independent directors, including at least one accounting professional. The independent director of the company shall not hold any position in the company other than the director and the member of the special committee of the board of directors, and shall not have any relationship with the company and its major shareholders that may prevent them from making independent and objective judgments.

Article 165 An independent director of a company shall meet the following basic conditions:

（1） Having the requirements of laws and regulations, other normative documents and the Articles of Association, and having the qualification to serve as a director of the company;

（2） Have the independence required by laws and regulations, other normative documents and the Articles of Association;

（3） Have basic knowledge related to the operation of listed companies, and be familiar with relevant laws and regulations, other normative documents and business rules of securities regulatory agencies;

（4） More than 5 years of work experience in law, economy, management, accounting, finance or other work necessary to perform the duties of independent directors;

（5） Other conditions stipulated by laws and regulations, other normative documents and the Articles of Association.

Article 166 Independent directors must be independent, and the following persons shall not serve as independent directors of the Company:

（1） Personnel who hold posts in the company or its controlled enterprises, their immediate relatives and major social relations;

（2） Directly or indirectly holding more than 1% of the company's shares or natural person shareholders and their immediate relatives among the top 10 shareholders of the company;

（3） Personnel and their immediate family members who hold positions in the shareholder units that directly or indirectly hold more than 5% of the company or in the top five shareholder units of the company;

（4） Personnel holding positions in the company's controlling shareholders, actual controllers and enterprises under their control;

（5） Personnel who provide financial, legal, consulting and other services for the Company and its controlling shareholders, actual controllers or enterprises under their respective control, including but not limited to all personnel of the project team of the intermediary institution providing services, reviewers at all levels, personnel who sign on the report, partners and main principals;

（6） Serve as a director, supervisor or senior manager in a unit that has major business relations with the company and its controlling shareholders, actual controllers or enterprises under their respective control, or as a director, supervisor or senior manager in a controlling shareholder unit of a major business relations unit;

（7） Personnel who have been in one of the situations listed in the preceding six items in the last 12 months;

（8） Laws and regulations, other normative documents and securities regulatory authorities have determined that there is no independence

Other personnel who are independent.

Article 167 The independent directors of the Company shall have the following special powers in addition to the powers of directors specified in the Articles of Association:

（1） Related transactions that need to be submitted to the General Meeting of Shareholders for deliberation shall be submitted to the Board of Directors for discussion after being approved by independent directors. Before making a judgment, the independent director may hire an intermediary to issue an independent financial advisory report;

（2） Propose to the Board of Directors to hire or dismiss the accounting firm;

（3） Propose to the Board of Directors to convene an extraordinary general meeting of shareholders;

（4） Collect the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the Board of Directors for deliberation;

（5） Propose to convene the board of directors;

（6） Independent engagement of external auditors and consultants;

（7） The voting rights shall be publicly solicited from shareholders before the convening of the shareholders' meeting, but shall not be solicited in a paid or disguised way.

Independent directors shall obtain more than 1/2 of all independent directors to exercise the above powers

Italy.

Article 168 The independent directors of the company shall express independent opinions on the following major issues of the company:

（1） Nomination, appointment and removal of directors;

（2） Appointment and dismissal of senior managers;

（3） Remuneration of directors and senior management of the company;

（4） The formulation, adjustment, decision-making procedure, implementation and information disclosure of the company's cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;

（5） Related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, external financial assistance, investment in stocks and their derivatives and other major issues that need to be disclosed;

（6） Change the purpose of raised funds, use idle raised funds to invest in financial products, temporarily use idle raised funds to supplement working capital, use over-raised funds to permanently supplement working capital and repay bank loans, and replace self-raised funds with raised funds;

（7） Major asset restructuring, share repurchase and equity incentive;

（8） Commit relevant parties to change commitments;

（9） Changes in accounting policies, accounting estimates or major accounting errors due to reasons other than changes in accounting standards;

（10） The financial accounting report is issued by an accounting firm with non-standard audit opinions;

（11） The Board of Directors is unable to form a resolution on the periodic report for some reason;

（12） The company plans to apply for the delisting of shares from the Beijing Stock Exchange, the application for the transfer of shares to the board, or the application for the listing of shares to other overseas stock exchanges;

（13） Matters that the independent directors believe may harm the legitimate rights and interests of minority shareholders;

（14） Other matters stipulated in relevant laws and regulations, other normative documents, business rules of the Beijing Stock Exchange and the Articles of Association.

Article 169 The independent opinions of the independent directors of the company on major issues shall at least include the following contents:

（1） Basic information of major events;

（2） The basis for expressing opinions, including the procedures to be performed, the documents to be checked, the contents of on-site inspection, etc;

（3） Legal compliance of major issues;

（4） The impact on the rights and interests of the company and minority shareholders, the possible risks and the effectiveness of the measures taken by the company;

（5） Concluding observations.

In case of any reservation, objection or inability to express opinions on major issues, the relevant independent directors shall clearly explain the reasons.

The types of independent opinions expressed by independent directors include consent, reservations and their reasons, objections and their reasons, and inability to express opinions and their obstacles. The opinions expressed should be clear and clear.

The independent directors shall sign and confirm the independent opinions issued, and report the above opinions to the Board of Directors in time, and disclose them together with the relevant announcements of the Company.

Article 170 The term of office of an independent director shall be three years. Upon expiration of the term of office, the independent director may be re-elected, but the term of re-election shall not exceed six years.

Article 171 Independent directors shall ensure that they have sufficient time and energy to effectively perform the duties of independent directors. If an independent director fails to attend the meeting of the Board of Directors in person for three consecutive times, the Board of Directors shall request the General Meeting of Shareholders to replace him.

In addition to the circumstances specified in the preceding paragraph, laws and regulations, other normative documents and the Articles of Association, independent directors shall not be removed without cause before the expiration of their term of office.

Chapter VI General Manager and Other Senior Management

Article 172 The company has one general manager who is appointed or dismissed by the board of directors.

The company has several deputy general managers, who are nominated by the general manager and appointed or dismissed by the board of directors.

The Company's General Manager, Deputy General Manager, Chief Financial Officer and Secretary of the Board of Directors are senior management personnel of the Company.

Article 173 The provisions of the Articles of Association concerning the circumstances of not being allowed to serve as a director are also applicable to senior managers.

The provisions of the Articles of Association on directors' obligations of loyalty and diligence are also applicable to senior management.

In addition to meeting the above requirements, the Chief Financial Officer shall also have the professional and technical qualification of accountant or above, or have the background of accounting professional knowledge and have been engaged in accounting work for more than three years. The CFO should actively urge the company to formulate, improve and implement the financial management system, focusing on the standardization of capital transactions.

Persons who hold positions other than directors and supervisors or who receive salaries in the company's controlling shareholders and actual controllers shall not be senior managers of the company.

Article 174 The term of office of the general manager is 3 years and can be reappointed.

Article 175 The general manager is responsible to the board of directors and exercises the following powers:

（1） Preside over the production, operation and management of the Company and report to the Board of Directors;

（2） Organize the implementation of the resolutions of the board of directors, the company's annual plan and investment plan;

（3） Draw up the company's internal management organization setting plan;

（4） Draft the basic management system of the company;

（5） Formulate specific rules and regulations of the company;

（6） Formulate the working rules of the General Manager and submit them to the Board of Directors for approval before implementation;

（7） Propose to the Board of Directors to appoint or dismiss the General Manager, Deputy General Manager, Chief Financial Officer and other senior managers;

（8） Decide on the appointment or dismissal of management personnel other than those who shall be appointed or dismissed by the Board of Directors;

（9） Exercise the functions and powers of the legal representative;

（10） Formulate the salary, welfare, reward and punishment system of the company's employees, and determine the employment and dismissal of the company's employees;

（11） According to the company's relevant internal control system, examine and approve various expenses and financial expenditures in the company's daily operation and management; In accordance with the Articles of Association, rules of procedure and relevant internal control systems, decide on the Company's non-related transactions such as external investment, and sign or authorize agents to sign various contracts and agreements (including but not limited to sales contracts, raw material procurement contracts, fixed asset investment, equipment procurement contracts, etc.) that occur in the daily production and operation of the Company;

（12） Issue daily administrative, business and financial documents;

（13） When the Board of Directors is not in session, it shall decide on matters such as loans, investments or property disposal within the scope of authorization of the Board of Directors, and report relevant information to the Board of Directors and the Chairman at the same time; If the above investment or asset disposal involves related transactions, it shall be handled in accordance with relevant regulations;

（14） Handle external affairs on behalf of the Company within the scope of authorization of the Board of Directors;

（15） Other powers granted by the Articles of Association or the Board of Directors.

Article 176 The general manager shall attend the meetings of the board of directors and accept the supervision of the board of directors and the board of supervisors.

Article 177 The general manager shall, according to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors on the signing and implementation of the company's major contracts, the use of funds, and profit and loss. The General Manager must ensure the authenticity of the report.

Article 178 The general manager shall formulate the working rules of the general manager, which shall be implemented after being approved by the board of directors.

Article 179 The working rules of the general manager shall include the following contents:

（1） The conditions, procedures and participants of the general manager's office meeting;

（2） The specific responsibilities and division of labor of the general manager and other senior managers;

（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 180 The deputy general manager shall be nominated by the general manager and appointed by the board of directors. The Deputy General Manager shall exercise the following powers:

（1） Be entrusted by the General Manager to take charge of the work of business areas and departments, and be responsible to the General Manager;

（2） Handle business and related work within the scope of responsibility.

Article 181 The general manager and other senior managers may submit their resignation before the expiration of their term of office, and shall submit a written resignation report to the board of directors. They shall not evade their responsibilities by resignation or other means.

The resignation of the senior management shall take effect when the resignation report is delivered to the board of directors. If the secretary of the board of directors fails to complete the work handover and the relevant announcement is not disclosed when the secretary of the board of directors resigns, the resignation report shall take effect after the secretary of the board of directors completes the work handover and the relevant announcement is disclosed.

Article 182 If the senior management personnel violate the provisions of laws and regulations, other normative documents or the Articles of Association when performing their duties and cause losses to the company, they shall be liable for compensation.

Chapter VII Board of Supervisors

Section I Supervisors

Article 183 The supervisor shall be the shareholder representative and the employee representative of the company.

Article 184 The circumstances stipulated in the Articles of Association for not being a director shall also apply to supervisors. The relevant provisions of the Articles of Association on candidates for directors are also applicable to supervisors. During the relevant period, the deadline shall be the date when the Company's General Meeting of Shareholders and other competent bodies consider the proposal for the appointment of candidates for supervisors.

Article 185 Directors, general managers and other senior management personnel shall not concurrently serve as supervisors.

Spouses, parents and children of directors and senior managers of the Company shall not serve as supervisors of the Company during their term of office.

Article 186 The term of office of the supervisor is 3 years, and the supervisor can be re-elected and reappointed at the end of the term.

Article 187 A supervisor may submit his resignation before the expiration of his term of office. A supervisor shall submit a written resignation report to the board of supervisors for resignation, and shall not evade his duties by resignation or other means.

If the supervisor is not re-elected in time upon the expiration of his term of office, or the number of the company's board of supervisors is lower than the statutory minimum due to the resignation of the supervisor, or the number of the employee representative supervisors is less than 1/3 of the members of the board of supervisors due to the resignation of the employee representative supervisor, the resignation report shall not take effect until the next supervisor fills the vacancy caused by his resignation. Before the resignation report comes into effect, the supervisors to resign shall continue to perform their duties as supervisors according to law. In case of the above circumstances, the Company shall complete the by-election of supervisors within 2 months.

Except for the circumstances listed in the preceding paragraph, the resignation of a supervisor shall take effect when the resignation report is delivered to the Board of Supervisors.

Article 188 The supervisor shall comply with the provisions of laws, administrative regulations and the Articles of Association, and perform the obligations of honesty and diligence. They shall not take advantage of their power to accept bribes or other illegal income, and shall not encroach on the company's property.

Article 189 The supervisor may attend the meeting of the board of directors as a nonvoting delegate and raise questions or suggestions on the resolutions of the board of directors.

Article 190 The supervisor has the right to know the operation of the company. The company shall take measures to protect the supervisors' right to know and provide necessary assistance for supervisors to perform their duties normally.

Article 191 The company shall bear the relevant expenses required by supervisors to perform their duties.

Article 192 Supervisors shall not use their affiliated relationship to damage the interests of the company, and shall be liable for compensation if losses are caused to the company.

Article 193 If a supervisor violates laws, administrative regulations, departmental rules or the Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.

Section II Board of Supervisors

Article 194 The company has a board of supervisors. The Board of Supervisors is composed of three supervisors, one of whom is the employee representative, and is democratically elected by the company's employees through the employee congress, the employee congress or other forms.

The Board of Supervisors shall have a chairman who shall be elected by more than half of all supervisors.

Article 195 The chairman of the board of supervisors shall convene and preside over the meetings of the board of supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly recommended by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.

Article 196 The board of supervisors shall exercise the following powers:

（1） It shall review the company's periodic report prepared by the board of directors and put forward written review opinions;

（2） Check the company's finance;

（3） Supervise the acts of directors and senior managers in performing their duties in the company, and propose the removal of directors and senior managers who violate laws and regulations, the Articles of Association or the resolutions of the shareholders' meeting;

（4） When it is found that the directors and senior managers violate laws and regulations, the business rules of the Beijing Stock Exchange or the Articles of Association, they shall perform their supervision duties. If they have caused or may cause major losses to the company, they shall promptly notify the board of directors or report to the general meeting of shareholders, request the board of directors and senior managers to correct, or directly report to the Beijing Stock Exchange;

（5） Propose to convene an extraordinary general meeting of shareholders, and convene and preside over the general meeting of shareholders when the board of directors fails to perform its duty of convening and presiding over the general meeting of shareholders as stipulated in the Company Law;

（6） Put forward proposals to the shareholders' meeting;

（7） Initiate a lawsuit against directors and senior managers in accordance with Article 151 of the Company Law;

（8） If the company's situation is abnormal, it can be investigated;

（9） Other powers granted by the Articles of Association.

The expenses necessary for the Board of Supervisors to exercise its functions and powers shall be borne by the Company.

Article 197 In the process of exercising its functions and powers, the board of supervisors may, if necessary, hire professional institutions such as law firms and accounting firms to provide assistance, and the expenses incurred therefrom shall be borne by the company.

Article 198 The board of supervisors shall hold a meeting at least once every six months, and the notice of the meeting of the board of supervisors shall be sent to all supervisors in writing 10 days before the meeting.

The supervisor may propose to convene an interim meeting of the board of supervisors. The Board of Supervisors may notify the interim meeting of the Board of Supervisors in writing or orally; The notice shall be sent to the supervisor 3 days before the meeting. However, if an interim meeting of the Board of Supervisors is required in an emergency, the chairman of the Board of Supervisors may convene a meeting of the Board of Supervisors at any time, but the supervisors shall be given the necessary preparation time.

Article 199 The notice of the meeting of the board of supervisors shall include the following contents: the date, place and time limit of the meeting, the subject and topic of the meeting, and the date of issuing the notice. The agenda of the meeting of the Board of Supervisors shall be prepared in advance and relevant decision-making materials shall be provided.

Article 200 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 working efficiency and scientific decision-making of the board of supervisors. The rules of procedure of the Board of Supervisors shall be included in the Articles of Association or as an annex to the Articles of Association, which shall be drafted by the Board of Supervisors and approved by the General Meeting of Shareholders.

Section III Resolutions of the Board of Supervisors

Article 201 Each supervisor has one vote, and all resolutions of the board of supervisors must be approved by more than half of the supervisors.

Article 202 The Board of Supervisors may require directors, senior managers, internal and external auditors, etc. to attend the meetings of the Board of Supervisors as nonvoting delegates to answer questions of concern.

Article 203 The board of supervisors shall make minutes of the decisions on the matters discussed. 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.

The supervisor has the right to require some explanatory record of his speech at the meeting on the record. The minutes of the meeting of the Board of Supervisors shall be kept as the company's archives for a period of not less than 10 years.

Chapter VIII Financial Accounting System, Profit Distribution and Audit

Section I Financial Accounting System

Article 204 The Company shall formulate its financial and accounting system in accordance with laws, administrative regulations and the provisions of relevant national departments.

Article 205 The Company adopts RMB as its recording currency. The Company adopts accounting methods and principles recognized in China as its accounting methods and principles.

Article 206 The accounting year of the Company starts on January 1 and ends on December 31. The first accounting year of the company starts from the date of issuance of the company's business license to December 31 of that year.

Article 207 The company shall submit its annual financial and accounting report to the CSRC and the stock exchange within 4 months from the end of each fiscal year, and submit its semi-annual financial and accounting report to the dispatched office of the CSRC and the stock exchange within 2 months from the end of the first 6 months of each fiscal year Submit quarterly financial and accounting reports to the dispatched offices of the CSRC and the stock exchange within one month from the end of the first nine months. The above financial and accounting reports are prepared in accordance with relevant laws, administrative regulations and departmental rules.

Article 208 Except for the statutory accounting books, the company shall not establish another accounting book; The assets of the Company shall not be deposited in any account opened in the name of any individual.

Article 209 The General Manager and the Chief Financial Officer shall be responsible for formulating the Company's accounting system and procedures in accordance with the Accounting Standards for Business Enterprises and other relevant laws and regulations of China, and submit them to the Board of Directors for approval. The accounting system and procedures shall be submitted to the company's superior competent department and local finance and tax departments.

Article 210 The exchange rate of foreign currency and RMB shall be the official price for the transaction of such currency published by the People's Bank of China on the date of actual receipt or payment of the company, and shall be adjusted at the end of the year according to the middle exchange rate of the RMB market at the end of the year.

Article 211 With the approval of the State Administration of Foreign Exchange, the Company may open foreign exchange bank accounts outside China.

Article 212 The Company shall pay attention to the rights and interests of investors, especially small and medium-sized investors, and formulate profit distribution policies. In accordance with the provisions of relevant laws and regulations and the Articles of Association, the after-tax profits of the Company shall be distributed in the following order:

（1） When the company distributes the after-tax profits of the current year, it shall draw 10% of the profits as the company's statutory reserve fund. If the accumulated amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it will not be withdrawn.

（2） If the company's statutory reserve fund is insufficient to cover the losses of the previous year, the profits of the current year shall be used to cover the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.

（3） After the Company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw the discretionary reserve fund from the after-tax profits upon the resolution of the shareholders' meeting.

（4） The remaining after-tax profits after the company has made up its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by the shareholders, except for those that are not distributed according to the proportion of shares held according to the provisions of the Articles of Association.

If the shareholders' meeting, in violation of the provisions of the preceding paragraph, distributes profits to shareholders before the company makes up for losses and draws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.

The company's shares held by the company do not participate in the distribution of profits.

Article 213 The company's reserve fund is used to cover the company's losses, expand the company's production and operation, or increase the company's capital. However, the capital reserve fund shall not be used to cover the company's losses. When the statutory reserve fund is converted into capital stock, the retained reserve fund shall not be less than 25% of the registered capital of the company before the conversion.

Article 214 After the shareholders' meeting of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the shareholders' meeting is held.

Article 215 The company's profit distribution principles:

（1） The company implements an active profit distribution policy, attaches importance to the reasonable return on investment to investors, and maintains continuity and stability.

（2） The company may distribute profits in cash or stock, and the distribution of profits shall not exceed the scope of accumulated distributable profits, and shall not damage the company's ability to continue operation.

（3） The company gives priority to cash dividends for profit distribution. If the company has the conditions for cash dividends, it shall adopt cash dividends for profit distribution.

（4） The Board of Directors, the Board of Supervisors and the General Meeting of Shareholders of the Company shall fully consider the opinions of independent directors and public investors in the decision-making and demonstration process of the profit distribution policy.

Article 216 The company's profit distribution policy:

（1） Profit distribution form

The Company distributes dividends in cash, stock or other ways as prescribed by laws and regulations. Cash dividend has priority over stock dividend.

（2） Interval of dividend distribution

In principle, the company will distribute profits once every accounting year, except for special circumstances where the accumulated undistributed profits are negative or the net profits realized in the current year are negative. If necessary, the board of directors of the company can propose the company to make interim profit distribution according to the company's profitability and capital demand.

（3） Specific conditions and proportion of cash dividends and stock dividends

1. Conditions for paying cash dividends

(1) The distributable profits realized by the company in the current year or half year (that is, the after-tax profits after the company makes up the losses and withdraws the reserve fund) are positive and have sufficient cash flow. The distribution of cash dividends will not affect the company's subsequent continuous operation;

(2) The company's cumulative distributable profits are positive;

(3) The audit institution shall issue a standard unqualified audit report on the company's annual financial report.

(4) The company has no major capital expenditure or major capital expenditure arrangement in the next 12 months (except for projects with raised funds). The major investment plan or major capital expenditure refers to one of the following circumstances: ① The accumulated expenditure of the company's planned external investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 50% of the company's latest audited net assets, and exceeds 50 million yuan; ② The accumulated expenditure of the company's planned external investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 30% of the company's latest audited total assets.

2. Minimum proportion of cash dividends

When the conditions for cash dividends are met, the profits distributed in cash each year shall not be less than 10% of the distributable profits realized in the current year.

3. Differentiated cash dividend policy

The Board of Directors of the Company shall take into account the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures specified in the Articles of Association:

(1) If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution should be at least 80%;

(2) If the development stage of the company is mature and there are significant capital expenditure arrangements, the proportion of cash dividends in this profit distribution should be at least 40%;

(3) If the company is in the growth stage and has significant capital expenditure arrangements, the proportion of cash dividends in this profit distribution should be at least 20%;

(4) If the development stage of the company is not easy to distinguish but there are significant capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.

4. Conditions for distribution of stock dividends

According to the cumulative distributable profits, public accumulation fund and cash flow, the company can distribute profits by issuing stock dividends at the same time on the premise of ensuring the minimum cash dividend ratio and the reasonable share capital scale and equity structure of the company. The specific dividend ratio shall be reviewed and approved by the Board of Directors of the Company and submitted to the General Meeting of Shareholders for deliberation and decision. The company can propose and implement the stock dividend distribution plan based on the actual operating conditions. Where the company uses stock dividends for profit distribution, it shall be based on the premise of giving shareholders a reasonable cash dividend return and maintaining an appropriate share capital scale, and shall take into account the company's growth, dilution of net assets per share and other real and reasonable factors.

Article 217 Profit distribution decision-making mechanism and procedure

The annual profit distribution plan of the Company shall be proposed and drawn up by the Board of Directors in combination with the provisions of the Articles of Association, profitability, capital supply and demand. When deliberating the profit distribution plan, the Board of Directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's profit distribution, the conditions for adjustment and the requirements of decision-making procedures. The independent directors shall review the profit distribution plan and give independent and clear opinions. When the Board of Directors deliberates the profit distribution plan, it must be approved by more than half of all directors before it can be submitted to the General Meeting of Shareholders for deliberation.

Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the Board of Directors for deliberation.

When the General Meeting of Shareholders deliberates the profit distribution plan, it should communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels and ways, unblock the information communication channels, fully listen to the opinions and demands of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders, so that the majority of shareholders can fully exercise their voting rights.

Article 218 Adjustment of profit distribution policy:

The Company shall strictly implement the profit distribution policy determined in the Articles of Association and the profit distribution plan approved by the General Meeting of Shareholders. If the company needs to adjust the profit distribution policy and shareholder return plan due to major changes in the external business environment or its own business conditions, the adjusted profit distribution policy and shareholder return plan shall not violate the relevant provisions of the CSRC and the Beijing Stock Exchange. The Board of Directors of the Company shall fully consider the opinions of independent directors, the Board of Supervisors and the public investors in the adjustment process of profit distribution policy and shareholder return plan; When the Board of Directors deliberates and adjusts the profit distribution policy and shareholder return plan, it must be approved by more than half of all directors and more than half of the independent directors of the company; When the Board of Supervisors deliberates and adjusts the profit distribution policy and shareholder return plan, it must be approved by more than half of all supervisors. The adjustment of the company's profit distribution policy and shareholder return plan shall be submitted to the shareholders' meeting for deliberation after being reviewed and approved by the board of directors and the board of supervisors respectively. When the shareholders' meeting is deliberated, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the shareholders' meeting.

The Board of Supervisors shall supervise the Board of Directors' implementation of the Company's dividend policy, the Board of Directors' adjustment or change of the profit distribution policy, and the decision-making process of the Board of Directors and the General Meeting of Shareholders on the profit distribution policy.

Section 2 Internal Audit

Article 219 The Company implements an internal audit system and is equipped with full-time auditors to conduct internal audit supervision on the Company's financial revenues and expenditures and economic activities.

Article 220 The company's internal audit system and the duties of auditors shall be implemented after being approved by the board of directors. The person in charge of audit shall be responsible for and report to the Board of Directors.

Section 3 Appointment of accounting firms

Article 221 The Company employs an accounting firm that complies with the provisions of the Securities Law to conduct accounting statement audit, net asset verification and other related consulting services. The term of employment is one year and can be renewed.

Article 222 The appointment of an accounting firm by the company must be decided by the shareholders' meeting, and the board of directors shall not appoint an accounting firm before the decision of the shareholders' meeting.

Article 223 The Company guarantees to provide the accounting firm it employs with true and complete accounting vouchers, accounting books, financial and accounting reports and other accounting materials, and shall not refuse, conceal or make false statements.

Article 224 The audit fees of the accounting firm shall be determined by the shareholders' meeting.

Article 225 The Company shall notify the accounting firm 15 days in advance when dismissing or no longer renewing the accounting firm; When the shareholders' meeting of the company votes on the dismissal of the accounting firm, the accounting firm is allowed to state its opinions. If the accounting firm proposes to resign, it shall explain to the shareholders' meeting whether the company has any improper situation.

Chapter IX Investor Relations Management

Article 226 The Company shall establish an investor relationship management system and appoint the secretary of the board of directors to be responsible for the investor relationship work. The office of the board of directors is the functional department of the company's investor relations management, which is led by the secretary of the board of directors and is responsible for the daily affairs of the company's investor relations management.

Article 227 The work content of the company's investor relationship management is to timely disclose relevant information affecting its decision-making to investors on the premise of following the principle of public information disclosure, and the main contents include:

（1） The company's development strategy, including the company's development direction, development planning, competitive strategy and business policy;

（2） Statutory information disclosure and its explanation, including regular reports and temporary announcements;

（3） The operation and management information that the company can disclose according to law, including production and operation status, financial status, research and development of new products or new technologies, operating performance, dividend distribution, etc;

（4） Major matters that the company can disclose according to law, including the company's major investment and its changes, asset restructuring, mergers and acquisitions, foreign cooperation, external guarantees, major contracts, related transactions, major litigation or arbitration, changes in management and changes in major shareholders;

（5） Corporate culture construction;

（6） Other relevant information of the company (except for confidential matters of the company).

Article 228 The Company can communicate with investors through multiple channels and levels, and the communication method should be as convenient and effective as possible to facilitate the participation of investors. The communication methods between the Company and investors include but are not limited to:

（1） Information disclosure;

（2） General meeting of shareholders;

（3） Annual report explanation meeting;

（4） Investor communication meeting and performance presentation meeting;

（5） Investor telephone consultation reception and company website;

（6） One-to-one communication;

（7） E-mail and telephone consultation;

（8） Other methods that comply with the relevant provisions of the CSRC and the Beijing Stock Exchange..

Article 229 When carrying out investor relationship management, the company shall pay attention to the confidentiality of information that has not yet been disclosed and internal information, and avoid and prevent the resulting disclosure and related insider trading. Unless explicitly authorized and trained, the company's directors, supervisors, senior managers and employees should avoid speaking on behalf of the company in investor relations activities.

Article 230 The company shall hold an annual report explanation meeting no later than the date of the annual shareholders' meeting. The chairman (or general manager), chief financial officer, secretary of the board of directors, and recommendation representative (if any) of the company shall attend the explanation meeting. The meeting shall include the following contents:

（1） The company's industry status, development prospects and existing risks;

（2） The company's development strategy, production and operation, use of raised funds, development of new products and new technologies;

（3） The company's financial status, operating performance and its changing trend;

（4） The company has difficulties, obstacles, or losses in business, marketing, technology, finance, use of raised funds and development prospects;

（5） Other contents concerned by investors.

The company shall issue the notice of holding the annual report explanation meeting at least two trading days in advance, and the announcement contents shall include the date and time, the method of holding the meeting (on-site/online), the place or website of the meeting, and the list of company attendees.

Article 231 A company shall establish a complete investor relationship management file system when conducting investor relationship activities. The investor relationship management file shall at least include the following contents:

（1） Participants, time and place of investor relations activities;

（2） Exchange contents of investor relations activities;

（3） The handling process and accountability of material information disclosure not disclosed (if any);

（4） Other contents.

Article 232 When the company conducts investor relations activities such as performance briefings, analyst meetings, roadshows, etc., it shall prepare investor relations activity records. After the event is over, the activity records shall be disclosed in a timely manner or disclosed in other ways prescribed by the Bourse.

Article 233 Disputes between the company and investors may be resolved through negotiation, submitted to a professional securities and futures dispute mediation institution for mediation, applied to an arbitration institution for arbitration, or directly brought a lawsuit to the people's court with jurisdiction in the place where the company is located.

Chapter X Notice and Announcement

Section I Notice

Article 234 The company's notice shall be sent in one or more of the following ways:

（1） Send by specially-assigned person;

（2） Sent by mail, telephone, e-mail or fax;

（3） By announcement;

（4） Other forms specified in the Articles of Association.

Article 235 The shareholders' meeting of the Company shall be held by announcement, delivery by specially-assigned person, e-mail, telephone, e-mail or fax.

The Company shall convene the Board of Directors in the form of announcement, delivery by specially-assigned person, e-mail, telephone, e-mail or fax.

The Company shall convene the Board of Supervisors by announcement, delivery by specially-assigned person, e-mail, telephone, e-mail or fax.

Article 236 If the company's notice is sent by special person, the person to be served shall sign (or seal) on the receipt of service, and the date of receipt signed by the person to be served shall be the date of service; If the company's notice is sent by mail, the fifth working day from the date of delivery to the post office shall be the date of delivery; If the company's notice is notified by telephone, the date when the person served connects the telephone and the defendant notifies the notice is the date of service; If the company's notice is issued in the form of public announcement, the date of publication of the first public announcement shall be the date of service; If the company's notice is sent by fax or e-mail, the date of sending is the date of delivery.

Article 237 If the notice issued by the company is made by public announcement, once it is announced, it shall be deemed that all relevant personnel have received the notice.

Article 238 If the meeting notice is not sent to a person entitled to receive the notice due to accidental omission or such person does not receive the meeting notice, the meeting and the resolution made at the meeting will not be invalid.

Section 2 Announcement

Article 239 The secretary of the board of directors is responsible for the information disclosure of the company. During the listing of the company's shares on the Beijing Stock Exchange, the information disclosure shall comply with the provisions of relevant laws and regulations and other normative documents. The company designated the official website of the Beijing Stock Exchange（ http://www.bse.cn/ ）And other newspapers or websites designated by the CSRC and the stock exchange as the media for publishing company announcements and other information to be disclosed.

Chapter XI Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation

Section I Merger, division, capital increase and reduction

Article 240 The company may merge or split according to law.

Article 241 The merger of the company may take two forms: absorption merger and new merger.

A company that absorbs other companies is a merger by absorption, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.

Article 242 For the merger of the company, the parties to the merger shall sign a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify the creditors within 10 days from the date of the merger resolution made by the General Meeting of Shareholders, and make an announcement on the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they fail to receive the notice, require the company to pay off its debts or provide corresponding guarantees.

Article 243 When the company is merged, the creditor's rights and debts of the merged parties shall be inherited by the surviving company or the newly established company after the merger.

Article 244 When the company is divided, its property shall be divided accordingly. In case of division of the company, a balance sheet and an inventory of assets shall be prepared. The company shall notify its creditors within 10 days from the date of the resolution of division made by the shareholders' meeting, and make an announcement in a newspaper within 30 days.

The debts of the company before the division shall be jointly and severally liable by the company after the division, unless otherwise agreed in a written agreement between the company and its creditors on debt repayment before the division.

Article 245 When a company needs to reduce its registered capital, it must prepare a balance sheet and an inventory of assets.

The Company shall notify its creditors within 10 days from the date of making the resolution to reduce its registered capital, and make an announcement in newspapers and periodicals within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice or 45 days from the date of announcement if they fail to receive the notice.

The registered capital of the Company after capital reduction will not be lower than the statutory minimum.

Article 246 In the event of merger or division of the company and any change in the registered items, the company shall register the change with the company registration authority according to law; If the company is dissolved, it shall cancel its registration according to law; Where a new company is to be established, the company establishment registration shall be handled according to law.

When a company increases or reduces its registered capital, it shall go through the change registration with the company registration authority according to law.

Section 2 Dissolution and Liquidation

Article 247 The company is dissolved for the following reasons:

（1） The business term specified in the Articles of Association expires or other causes of dissolution specified in the Articles of Association occur;

（2） The General Meeting of Shareholders decides to dissolve;

（3） Dissolution due to merger or division of the company;

（4） The business license is revoked, ordered to close down or revoked according to law;

（5） In case of serious difficulties in the operation and management of the company, which will cause major losses to the shareholders' interests if it continues to exist, and cannot be solved by other means, the shareholders who hold more than 10% of the voting rights of all shareholders of the company can request the people's court to dissolve the company.

Article 248 If the company has any circumstance in Item (1) of Article 247 of the Articles of Association, it can survive by modifying the Articles of Association.

The amendment of the Articles of Association according to the provisions of the preceding paragraph shall be approved by more than 2/3 of the voting rights held by the shareholders attending the shareholders' meeting.

Article 249 If the company is dissolved due to the circumstances of items (1), (2), (4) and (5) of Article 247 of the Articles of Association, a liquidation group shall be established within 15 days from the date of occurrence of the cause of dissolution to start liquidation. The liquidation group shall be composed of directors or persons determined by the shareholders' meeting. If a liquidation group is not established to carry out liquidation within the time limit, the creditor may apply to the people's court to appoint relevant personnel to form a liquidation group to carry out liquidation.

Article 250 The liquidation group shall exercise the following functions and powers during liquidation:

（1） Clean up the company's property, prepare the balance sheet and property list;

（2） Notify and announce creditors;

（3） Handle the company's outstanding business related to liquidation;

（4） Pay off the taxes owed and the taxes generated in the liquidation process;

（5） Clear up creditor's rights and debts;

（6） Dispose of the remaining property of the Company after paying off its debts;

（7） Participate in civil litigation activities on behalf of the company.

Article 251 The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days.

Article 252 Creditors shall declare their claims to the liquidation group within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if they fail to receive the notice.

When declaring the creditor's rights, the creditor shall explain the relevant matters of the creditor's rights and provide proof materials. The liquidation group shall register the creditor's rights.

During the period of declaration of creditor's rights, the liquidation group shall not pay off the creditor.

Article 253 After clearing up the company's assets and preparing the balance sheet and inventory of assets, the liquidation group shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation.

Article 254 The company's property shall be paid off in the following order:

（1） Pay liquidation expenses;

（2） Pay the company's employees' wages, social insurance expenses and legal compensation;

（3） Pay the taxes owed;

（4） Pay off the company's debts;

（5） Distribute according to the proportion of shares held by shareholders.

During the liquidation period, the company exists, but cannot carry out business activities unrelated to liquidation. The property of the Company shall not be distributed to shareholders until it has been paid off in accordance with the provisions of the preceding paragraph.

Article 255 If the liquidation group finds that the company's assets are insufficient to pay off its debts after clearing up the company's assets and preparing the balance sheet and inventory of assets, it shall apply to the people's court for bankruptcy according to law. After the company is declared bankrupt by the people's court, the liquidation team shall transfer the liquidation affairs to the people's court.

Article 256 After the liquidation, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for the cancellation of the company's registration, and announce the termination of the company.

Article 257 The members of the liquidation team shall be loyal to their duties, perform their liquidation obligations according to law, and shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.

Article 258 If the members of the liquidation team cause losses to the company or its creditors due to intentional or gross negligence, they shall be liable for compensation.

Article 259 If the company is declared bankrupt according to law, bankruptcy liquidation shall be carried out in accordance with the relevant laws on enterprise bankruptcy.

Chapter XII Modification of the Articles of Association

Article 260 Under any of the following circumstances, the company shall amend its articles of association:

（1） After the amendment of the Company Law or relevant laws and administrative regulations, the provisions of the Articles of Association conflict with the provisions of the amended laws and administrative regulations;

（2） The situation of the company changes and is inconsistent with the matters recorded in the Articles of Association;

（3） The shareholders' meeting decided to amend the Articles of Association.

Article 261 If the amendment of the Articles of Association adopted by the resolution of the shareholders' meeting needs to be approved by the competent authority, it shall be reported to the competent authority for approval; If the company's registered items are involved, change registration shall be handled according to law.

Article 262 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the General Meeting of Shareholders to amend the Articles of Association and the approval opinions of relevant competent authorities.

Article 263 Amendments to the Articles of Association belong to the information required to be disclosed by laws and regulations, and shall be announced as required.

Chapter XIII Supplementary Provisions

Article 264 Disputes between the company, shareholders, directors, supervisors, and senior management personnel involving the provisions of the articles of association shall be settled through negotiation in advance. If the negotiation fails, either party has the right to submit the relevant dispute to the people's court with jurisdiction in the company's domicile for settlement through litigation.

Article 265 The board of directors may formulate detailed rules of the 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 266 The Board of Directors shall, in accordance with the Articles of Association, formulate the rules of procedure for the shareholders' meeting, and specify the convening and voting procedures of the shareholders' meeting in detail, including notification, registration, deliberation of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signatures, as well as the authorization principles of the shareholders' meeting to the Board of Directors. The authorization contents shall be clear and specific. The rules of procedure of the General Meeting of Shareholders shall be an annex to the Articles of Association and shall be reviewed and approved by the General Meeting of Shareholders.

Article 267 The "above", "within" and "below" mentioned in the Articles of Association include the number; "Beyond", "beyond", "below" and "more than" do not include this number.

Article 268 The Articles of Association shall be interpreted by the Board of Directors of the Company.

Article 269 These Articles of Association have been reviewed and approved by the General Meeting of Shareholders and come into effect from the date when the Company publicly issues shares to unspecified qualified investors and is listed on the Beijing Stock Exchange.