Fibocom Wireless Inc.

ARTICLES OF ASSOCIATION

(Draft)

(Applicable upon issuance and listing of H shares)

OCTOBER 2025

CHAPTER I GENERAL PROVISIONS ... 3

CHAPTER II PURPOSE AND SCOPE OF BUSINESS ... 4

CHAPTER III SHARES ... 4
- Section 1 Issuance of Shares ... 4
- Section 2 Increase, Reduction and Repurchase of Shares ... 6
- Section 3 Transfer of Shares ... 7

CHAPTER IV SHAREHOLDERS AND GENERAL MEETING ... 9
- Section 1 Shareholders. ... 9
- Section 2 General Requirements of Shareholders’ General Meeting ... 11
- Section 3 Convening of Shareholders’ General Meeting ... 15
- Section 4 Proposals and Notices of Shareholders’ General Meeting ... 16
- Section 5 Holding of Shareholders’ General Meeting ... 18
- Section 6 Voting and Resolutions at Shareholders’ General Meetings ... 21

CHAPTER V BOARD OF DIRECTORS ... 29
- Section 1 Directors ... 29
- Section 2 Board of Directors ... 32

CHAPTER VI GENERAL MANAGER AND OTHER SENIOR MANAGEMENT 38

CHAPTER VII BOARD OF SUPERVISORS 40

Section 1 Supervisors 40
Section 2 Board of Supervisors 41

CHAPTER VIII FINANCIAL AND ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT 42

Section 1 Financial and Accounting System 42
Section 2 Internal Audit 48
Section 3 Appointment of an Accounting Firm 48

CHAPTER IX NOTICES AND ANNOUNCEMENTS 49

CHAPTER X MERGER, DIVISION, INCREASE AND REDUCTION OF CAPITAL, DISSOLUTION AND LIQUIDATION 50

Section 1 Merger, Division, Increase and Reduction of Capital 50
Section 2 Dissolution and Liquidation 51

CHAPTER XI AMENDMENTS TO THE ARTICLES OF ASSOCIATION 53

CHAPTER XII SUPPLEMENTARY PROVISIONS 54

CHAPTER I GENERAL PROVISIONS

Article 1 In order to safeguard the legitimate rights and interests of Fibocom Wireless Inc. (hereinafter referred to as the "Company"), shareholders and creditors, and to regulate the organization and activities of the Company, the articles of association of the Company (the "Articles of Association") has been formulated in accordance with the Company Law of the People's Republic of China (《中華人民共和國公司法》) (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) (hereinafter referred to as the "Securities Law"), the Guidelines on the Articles of Association of Listed Companies (《上市公司章程指引》), The Rules Governing the Listing of Stocks on the Growth Enterprise Market of the Shenzhen Stock Exchange (《深圳證券交易所創業板股票上市規則》) (hereinafter referred to as the "GEM Listing Rules"), and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") and other relevant regulations.

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

Article 3 The Company was established by way of initiation on the basis of the overall conversion by converting net assets into shares in accordance with the law, and was registered with and obtained the business license from the Shenzhen Administration for Market Regulation. The unified social credit code on the business license is 9144030071524640XY.

The Company received the Approval for Initial Public Offering of Shares of Fibocom Wireless Inc. (《關於核准深圳市廣和通無線股份有限公司首次公開發行股票的批覆》) from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on March 17, 2017, approving the initial public offering of 20,000,000 ordinary shares denominated in RMB, and was listed on the Growth Enterprise Market of the Shenzhen Stock Exchange on April 13, 2017. On [•], the Company completed the CSRC filings in respect of the initial public offering of [•] overseas listed foreign shares (hereinafter referred to as the "H Shares") in Hong Kong. Such H Shares were listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") on [•].

In the event that shares of the Company are delisted, they will continue to be traded on the National Equities Exchange and Quotations thereafter.

Article 4 Registered name of the Company:

Full name in Chinese: 深圳市廣和通無線股份有限公司

Article 5 Domicile of the Company: Room 1101, Tower A, Building 6, Shenzhen International Innovation Valley, Dashi 1st Road, Xili Community, Xili Subdistrict, Nanshan District, Shenzhen.

Article 6 The registered capital of the Company is RMB[•].

Article 7 The Company is a joint stock limited company with perpetual existence.

Article 8 The chairman (the "Chairman") of the board of directors (the "Board") of the Company shall be the legal representative of the Company.

Article 9 The entire assets of the Company shall be divided into equal shares, and the shareholders shall be liable to the Company to the extent of the shares held by them, and the Company shall be liable for the Company’s debts to the extent of its entire assets.

Article 10 The Articles of Association shall, from the date of its coming into effect, constitute a legally binding document regulating the organization and activities of the Company, the rights and obligations between the Company and its shareholders, and among the shareholders, and shall be legally binding documents for the Company, its shareholders, directors, supervisors and senior management. Pursuant to the Articles of Association, shareholders may take legal action against other shareholders, the Company, its directors, supervisors, general manager and other senior management, and the Company may also take legal action against its shareholders, directors, supervisors, general manager and other senior management.

Article 11 Other senior management as referred to in the Articles of Association represents the deputy general managers, secretary of the Board and financial controller of the Company.

Article 12 The Company shall establish an organization of the Communist Party and carry out Party activities in accordance with the requirements of the Constitution of the Communist Party of China. The Company shall provide necessary conditions for the activities of the Party organization.

CHAPTER II PURPOSE AND SCOPE OF BUSINESS

Article 13 The business purpose of the Company: to improve the Company’s market competitiveness through scientific management, to provide customers with high-quality products and services, and to create value for the society; to protect the legitimate rights and interests of all shareholders, to achieve the preservation and enhancement of the Company’s assets, and to enable all the Company’s shareholders to obtain a return on their investment.

Article 14 After being registered in accordance with the law, the scope of business of the Company is: production of various IoT gateways including M2M gateways and mobile telecommunications terminals, and technological development and sales of ancillary software products; technological development, consultancy, purchase and sales of electronic products; equity investment; domestic trading; operation of import and export businesses; (excluding items prohibited by laws, administrative regulations or decisions of the State Council; and subject to obtaining permission before operating restricted items).

CHAPTER III SHARES

Section 1 Issuance of Shares

Article 15 The shares of the Company shall take the form of share certificates.

Article 16 The Company shall issue shares in an open, equitable and fair manner, and each of the shares in the same class shall carry the same rights.

Shares of the same class and the same issuance shall be issued on the same conditions and at the same price. Any entity or individual shall pay the same price for each of the shares that it/he/she subscribes for.

Article 17 All shares issued by the Company shall have a par value denominated in Renminbi of RMB1 per share. Shares issued by the Company and listed on the Shenzhen Stock Exchange are hereinafter referred to as “A Shares”; and shares issued by the Company and listed on the Hong Kong Stock Exchange are hereinafter referred to as “H Shares”.

A Shares issued by the Company are under centralized depository of the Shenzhen branch of China Securities Depository and Clearing Corporation Limited. The H Shares issued by the Company may be primarily deposited with a custodian company under Hong Kong Securities Clearing Company Limited in accordance with the laws and practices of securities registration and depository of the places where the shares of the Company are listed, and may be held by a shareholder in his/her name.

Shares of the Company shall be in registered form. Other than those provided in the Company Law, the Company’s share certificates shall also set out other information required by the stock exchanges where the shares of the Company are listed.

Article 18 The promoters of the Company shall, based on the audited net assets of the limited company, convert their equity interests in the limited company into promoter shares in the Company in proportion to their respective equity ratio in the limited company.

Article 19 The number of shares held by each of the promoters of the Company and their respective shareholding percentage at the time of the establishment of the Company by way of initiation are as follows:

No.	Name of shareholder	Number of shares held (0’000)	Shareholding percentage
1	Zhang Tianyu	4,005.00	66.75%
2	Shenzhen Guanghe Chuangtong Investment Enterprise (Limited Partnership)	801.00	13.35%
3	Intel Semiconductor (Dalian) Co., Ltd.	660.00	11%
4	Ying Lingpeng	427.20	7.12%
5	Xu Ning	106.80	1.78%
Total		6,000.00	100%

Article 20 Currently, the total number of shares of the Company is 765,453,542 shares. Upon completion of the initial public offering of H Shares, the total share capital of the Company shall be [•] shares, all of which are ordinary shares, including [•] ordinary A Shares (representing [•]% of the total share capital of the Company) and [•] ordinary H Shares (representing [•]% of the total share capital of the Company).

Article 21 The Company or its subsidiaries (including affiliates of the Company) shall not provide any financial assistance by gifts, advances, guarantees, compensation, loan or other forms to any person who has acquired or intends to acquire shares of the Company.

Section 2 Increase, Reduction and Repurchase of Shares

Article 22 In light of the Company’s operational and developmental needs, the Company may increase its capital in accordance with the laws and regulations and subject to a separate resolution of the shareholders’ general meeting, by any of the following methods:

(I) a public offering of shares;

(II) a private placement of shares;

(III) allotment of bonus shares to existing shareholders;

(IV) conversion of reserve into share capital;

(V) other methods permitted by laws, administrative regulations and the CSRC and other securities regulatory authorities of the place where the Company’s shares are listed.

The Company shall not issue preference shares that are convertible into ordinary shares.

Article 23 The Company may reduce its registered capital. Any reduction of the Company’s registered capital shall be subject to the procedures prescribed in the Company Law and other relevant regulations, as well as the Articles of Association.

Article 24 The Company shall not repurchase its shares. However, exceptions are made in any of the following cases:

(I) to reduce the registered capital of the Company;

(II) to merge with other companies that hold shares in the Company;

(III) to use the shares for employee shareholding schemes or as share incentives;

(IV) to acquire the shares of shareholders (upon their request) who vote against any resolution adopted at any shareholders’ general meetings on the merger or division of the Company;

(V) to use the shares to satisfy the conversion of those corporate bonds convertible into shares issued by the Company;

(VI) to safeguard corporate value and shareholders’ equity as the Company deems necessary.

Article 25 The Company may repurchase its own shares through public centralized trading, or through other means recognized by the laws, administrative regulations, the CSRC and other regulatory authorities of the place and the stock exchange where the Company’s shares are listed, and shall comply with the provisions under applicable laws and regulations, as well as securities regulatory rules of the place where the Company’s shares are listed.

Where the purchases of the Company’s shares under any of the circumstances specified in items (III), (V) and (VI) of Article 24 of the Articles of Association, centralized trading shall be adopted publicly.

Article 26 Where the Company purchases its own shares as a result for reasons specified in items (I) and (II) of Article 24 of the Articles of Association, it shall require a resolution of the shareholders’ general meeting. Where the purchases of the Company’s shares under any of the circumstances specified in items (III), (V) and (VI) of Article 24 of the Articles of Association, it shall, provided that they comply with the applicable securities regulatory rules of the place where the Company’s shares are listed, require a resolution of a board of directors attended by two-thirds or more of the directors in accordance with requirements of the Articles of Association or authorization of the shareholders’ general meeting.

After the Company purchasing its own shares pursuant to the provisions of Article 24 of the Articles of Association, such shares shall be cancelled within 10 days from the date of purchase under the circumstance as described in item (I); such shares shall be either transferred or cancelled within six months under the circumstances as described in items (II) and (IV); the aggregate number of shares it holds shall not exceed 10% of the total shares in issue of the Company and such shares shall be transferred or cancelled within three years under the circumstances as described in items (III), (V) and (VI). If the laws and regulations or regulatory rules at the place where shares of the Company are listed provide otherwise for the aforesaid circumstances, such provisions shall prevail. Any purchase of the Company’s shares by the Company should fulfil the information disclosure obligations as stipulated in the Securities Law and the securities regulatory rules of the places where the Company’s shares are listed.

Section 3 Transfer of Shares

Article 27 Shares of the Company can be transferred in accordance with the law. Restriction, reduction and other changes of shares held by shareholders, directors, supervisors and senior management members of the Company shall comply with the Company Law, Securities Law, Securities and Futures Ordinance, Hong Kong Listing Rules and relevant requirements on share changes of the stock exchange where the shares are listed. All transfers of H Shares shall be effected by an instrument of transfer in writing in the usual or common form or in any other form acceptable to the Board (including a standard form of transfer or transfer form prescribed by the Hong Kong Stock Exchange from time to time), and such instrument of transfer may be signed by hand only or stamped with a valid corporation seal (if the transferor or transferee is a corporation). If the transferor or transferee is a recognized clearing house within the meaning of the relevant ordinances from time to time in force under the laws of Hong Kong (hereinafter referred to as “Recognized Clearing House”) or its nominee(s), the instrument of transfer maybe executed by hand or by machine imprinted signature. All instruments of transfer shall be kept at the legal address of the Company or at such address as the Board may designate from time to time.

Article 28 The Company shall not accept its own shares as the subject of the pledge.

Article 29 Shares of the Company in issue prior to the initial public offering of A Shares shall not be transferred within one year from the date of listing and trading of A Shares of the Company on the stock exchange.

Transfer of shares of the Company held by the promoters shall be in compliance with the provisions of the Articles of Association and the provisions on transfer of shares under the respective agreements signed between them and the Company, as well as relevant requirements of laws, administrative regulations, departmental rules, normative documents and regulatory authorities prevailing at the time of transfer of shares.

The directors, supervisors, and senior management members of the Company shall declare the number of shares (including preferred shares) held by them and the relevant changes, and the number of shares transferred each year during their term of office shall not exceed 25% of the total number of shares of the Company under the same class held by them. The shares of the Company held by them shall not be transferred within one year as of the listing date of the shares of the Company. The shares of the Company held by the persons above shall not be transferred within half a year from the date of his/her resignation. Where there are other provisions in the listing rules of the place where the Company's shares are listed in respect of the restrictions on the transfer of shares of the Company, such provisions shall prevail.

Article 30 If any of the Company's directors, supervisors, senior management members or shareholders holding more than 5% of the Company's shares (other than a shareholder who is a Recognized Clearing House and its nominee), sells the shares or other securities with an equity nature of the Company held by him/her within six months after buying the same, or buys shares or securities within six months after selling the same, the earnings therefrom shall belong to the Company and be taken back by the board of directors of the Company. However, where a securities company holds more than 5% of the Company's shares as a result of underwriting and purchase of the remaining shares after offering and under other circumstances stipulated by the CSRC, such taking back by the Company shall be exempted. Where there are other provisions in the listing rules of the place where the Company's shares are listed in respect of the restrictions on the transfer of shares of the Company, such provisions shall prevail.

Shares or other securities with an equity nature held by directors, supervisors, senior management members and individual shareholders as mentioned in the first paragraph include shares or other securities with an equity nature held by their spouses, parents, children and through other people's accounts.

If the board of directors of the Company fails to implement in accordance with the first paragraph of this Article, shareholders are entitled to request the board of directors to implement within 30 days. If the board of directors of the Company fails to implement within the aforesaid time limit, shareholders are entitled to initiate legal proceedings directly in the people's court in their personal capacity for the interest of the Company.

If the board of directors of the Company fails to implement in accordance with the first paragraph of this Article, the directors responsible shall bear joint liabilities in accordance with the law.

CHAPTER IV SHAREHOLDERS AND GENERAL MEETING

Section 1 Shareholders

Article 31 The Company shall establish a register of shareholders based on the certificates provided by the share registrar. The register of shareholders shall be sufficient evidence proving the shareholders' holding of the Company's shares. The original register of holders of H Shares listed in Hong Kong shall be maintained in Hong Kong and available for inspection by shareholders, whilst the Company may close the register of members in accordance with the provisions of applicable laws and regulations and the securities regulatory rules of the place where the Company's shares are listed. In the event that any shareholder whose name is recorded in or any person who requests to have its name entered in the H Share register loses his/her share certificate(s), he/she may apply to the Company for replacement of new share certificate(s) in respect thereof. Where a H shareholder loses his/her share certificate(s) and applies for replacement, such application shall be dealt with in accordance with the laws, rules of the stock exchange or other relevant regulations of the place where the original copy of the H Share register is maintained. Shareholders shall enjoy rights and assume obligations according to the class of shares held by him/her. Shareholders who hold shares of the same class shall enjoy equal rights and assume equal obligations. For the purpose of this Article, A Shares and H Shares of the Company shall be deemed as same class of shares.

Article 32 When the Company needs to confirm the identity of a shareholder for holding a shareholders' general meeting, distributing dividends, conducting liquidation and engaging in other acts, the Board of Directors or the convener of the shareholders' general meeting shall determine a record date. Shareholders registered in the register after the close of trading on the record date shall be entitled to the relevant rights.

Article 33 Shareholders of the Company enjoy the following rights:

(I) the right to receive dividends and other distributions in proportion to the number of shares held;

(II) the right to request, convene, preside over, attend or appoint proxy(ies) to attend the shareholders' general meeting and to exercise the corresponding right to vote according to law;

(III) the right to supervise, present proposals or raise enquiries in respect of the Company's operations;

(IV) the right to transfer, give as a gift or pledge the shares it holds in accordance with laws, administrative regulations and the Articles of Association;

(V) the right to inspect the Articles of Association, register of shareholders, corporate bond stubs, minutes of the shareholders' general meetings, resolutions of the Board of Directors, resolutions of the Board of Supervisors and financial and accounting reports;

(VI) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining property of the Company in proportion to the number of shares held;

(VII) shareholders who object to resolutions of merger or division made by the shareholders' general meeting may request the Company purchase the shares they hold;

(VIII) other rights provided for by laws, administrative regulations, departmental rules, the securities regulatory rules in the place where the Company’s shares are listed or the Articles of Association.

Article 34 When a shareholder requests to have access to or obtain the information mentioned in the previous article, he or she shall present evidence to prove the class and amount of shareholdings in writing. The Company shall comply with the shareholder’s request after verifying his/her identity. The shareholders of the Company shall comply with the requirements of laws and administrative regulations such as the Company Law and the Securities Law, as well as the securities regulatory rules of the place where the Company’s shares are listed, when inspecting and reproducing relevant materials.

Article 35 A resolution of the shareholders’ general meeting or the Board of Directors may be declared void by the people’s court upon application from shareholders if the content contravenes the laws or administrative regulations.

If the convening procedure or voting method of a shareholders’ general meeting or the Board of Directors contravenes the laws, administrative regulations or the Articles of Association, or if the contents of the resolutions of such meetings contravene the Articles of Association, the shareholders can request the people’s court to revoke the resolution within 60 days of the resolution.

Article 36 Where a director or senior management member violates the provisions of the laws, administrative regulations or the Articles of Association in the course of performing his/her duties and causes losses to the Company, the shareholders individually or jointly holding more than 1% of the Company’s shares for more than 180 consecutive days shall have the right to request the Board of Supervisors in writing to initiate legal proceedings in the people’s Court; where the Board of Supervisors violates the provisions of the laws, administrative regulations or the Articles of Association in the course of performing its duties and causes losses to the Company, the shareholders shall have the right to request the board of directors in writing to initiate legal proceedings in the people’s court.

Upon receipt of the written request made by the shareholders as stipulated in the preceding paragraph, where the Board of Supervisors and the board of directors refuse to file a lawsuit or fail to file a lawsuit within 30 days from receipt of such request, or under urgent circumstances that failure in filing a lawsuit immediately will cause irreparable damage to the interests of the Company, the aforesaid shareholders shall have the right to file a lawsuit to the people’s court directly in their own names for the benefits of the Company.

In the event that any person infringes the legitimate interests of the Company and causes losses thereto, the shareholders specified in the first paragraph of this Article may file a lawsuit to the people’s court in accordance with the preceding two paragraphs.

Article 37 If a director or senior management member violates the provisions of the laws, administrative regulations or the Articles of Association, thereby damaging the interests of shareholders, the shareholders may initiate legal proceedings in the people’s court.

Article 38 The shareholders of the Company assume the following obligations:

(I) to comply with laws, administrative regulations and the Articles of Association;

(II) to pay the share subscription price based on the shares subscribed for by them and the method of acquiring such shares;

(III) not to return shares unless prescribed otherwise in laws and regulations;

(IV) not to abuse shareholders' rights to infringe upon the interests of the Company or other shareholders; not to abuse the Company's status as an independent legal entity and the limited liability of shareholders to harm the interests of the Company's creditors;

Any shareholder who abuses shareholders' rights and causes the Company or other shareholders to suffer a loss shall be liable for making compensation in accordance with laws.

Any shareholder who abuses the status of the Company as an independent legal entity or the limited liability of shareholders to evade debts and causes severe harms to the interests of the Company's creditors shall assume joint and several liability for the Company's debts.

(V) other obligations provided by laws, administrative regulations, securities regulatory rules of the place where the shares of the Company are listed, and the Articles of Association.

Article 39 Shareholders holding more than 5% of the Company's voting shares who pledge their shares shall make a written report to the Company from the date of occurrence of such fact.

Article 40 The controlling shareholders and de facto controllers of the Company shall not use their connected relationships to harm the interests of the Company. In the event of any violation of provisions causing losses to the Company, they shall be liable to make compensation.

The controlling shareholders and de facto controllers of the Company bear fiduciary duties towards the Company and its public shareholders. The controlling shareholder shall exercise his or her rights as a contributor in strict compliance with laws. The controlling shareholder shall not prejudice the legitimate rights and interests of the Company and the public shareholders by means of profit distribution, assets restructuring, external investments, appropriation of funds, guarantees for loan, etc., and shall not use its controlling capacity to impair the interests of the Company and the public shareholders.

Section 2 General Requirements of Shareholders' General Meeting

Article 41 The shareholders' general meeting is the body of power of the Company which exercises the following functions and powers according to law:

(I) to decide on the business policy and investment plans of the Company;

(II) to elect and replace the directors and supervisors who are not employee representatives and to decide on matters relating to the remuneration of directors and supervisors;

(III) to consider and approve the reports of the Board of Directors;
(IV) to consider and approve the reports of the Board of Supervisors;
(V) to consider and approve the proposed annual financial budgets and final accounts of the Company;
(VI) to consider and approve the Company’s profit distribution plan and plan for recovery of losses;
(VII) to resolve on the increase or reduction of the Company’s registered capital;
(VIII) to resolve on issuance of corporate bonds;
(IX) to resolve on the merger, division, dissolution, liquidation or changing the form of the Company;
(X) to amend the Articles of Association;
(XI) to adopt resolutions on the Company’s appointments and dismissals of accounting firms and the remunerations of accounting firms;
(XII) to consider and approve the guarantees provided in Article 42 of the Articles of Association;
(XIII) to consider the purchase or sale of major assets of the Company in excess of 30% of the Company’s latest audited total assets within one year;
(XIV) to consider and approve changes in the use of proceeds;
(XV) to consider the equity incentive plans and employee shareholding schemes;
(XVI) to consider related transactions (except the Company receiving cash assets and receiving guarantee) that are entered into between the Company and a related person with a transaction amount of more than RMB30,000,000, representing more than 5% of the absolute value of the latest audited net assets of the Company, and related transactions that the Company provide guarantee to a related person;
(XVII) to consider all transactions where the Company’s percentage ratios calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules relating to percentage ratios are not less than 25% (including one-off transactions and a series of transactions which require combined percentage ratio calculation) and connected transactions where the percentage ratios are not less than 5% (including one-off transactions and a series of transactions which require combined percentage ratio calculation);
(XVIII) to consider other matters on which decisions shall be made by the shareholders’ general meeting as required by laws, administrative regulations, departmental rules, and the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

The shareholders' general meeting may authorize the Board to resolve on the issuance of corporate bonds. Other than that, the functions and powers of the shareholders' general meeting mentioned above should not be delegated to the Board or other body or individual.

Article 42 The following external guarantees of the Company shall be submitted to the shareholders' general meeting for consideration after being considered and approved by the Board:

(I) a single guarantee the amount of which exceeds 10% of the latest audited net assets of the Company;

(II) any guarantee provided after the total amounts of the external guarantees provided by the Company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets of the Company;

(III) a guarantee provided to a guaranteed party whose asset-liability ratio exceeds 70%;

(IV) the total amount of guarantees for twelve consecutive months exceeds 30% of the latest audited total assets of the Company;

(V) the total amount of guarantees for twelve consecutive months exceeds 50% of the latest audited net assets of the Company, and with an absolute amount of more than RMB50 million;

(VI) any guarantees to be provided for shareholders, de facto controllers and their related parties;

(VII) any guarantee provided after the total amounts of the external guarantees reaches or exceeds 30% of the latest audited total assets;

(VIII) other guarantees which shall be determined by the shareholders' general meeting as required by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company's shares are listed or the Articles of Association.

When a guarantee is considered by the Board, it shall, in addition to the approval of a majority of all directors, also be considered and approved by more than two-thirds of the directors present at the meeting who have the right to vote. When the guarantee specified in item (IV) as set out above is considered at the shareholders' general meeting, it shall be approved by more than two-thirds of voting rights held by the shareholders present at the meeting.

When the resolution on guarantees provided to shareholders, de facto controllers and their related parties is considered at the shareholders' general meeting, such shareholders or the shareholders controlled by the de facto controllers or their connected parties shall not participate in such voting, and the vote shall be passed by more than half of the voting rights held by other shareholders present at the shareholders' general meeting.

Article 43 The shareholders' general meetings are classified into annual shareholders' general meetings and interim shareholders' general meetings. The annual shareholders' general meeting shall be convened once a year and be held within 6 months of the end of the previous accounting year.

Article 44 In any of the following circumstances, the Company shall convene an interim shareholders' general meeting within 2 months from the date upon which the circumstance occurs:

(I) when the number of directors falls short of the number specified in the Company Law or is less than two-thirds of the number specified in the Articles of Association;

(II) when the unrecovered losses of the Company amount to one-third of the total paid-up share capital;

(III) when requested by shareholders who individually or jointly hold more than 10% voting rights (excluding the voting rights of treasury shares) of the Company;

(IV) when the Board of Directors deems necessary;

(V) when proposed by the Board of Supervisors;

(VI) other circumstances stipulated by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company's shares are listed or the Articles of Association.

Article 45 The Company will hold the shareholders' general meeting at the place of the Company's domicile or at the place set out in the notice of the shareholders' general meeting.

A venue shall be set up for the shareholders' general meeting and it shall be held in the form of an on-site meeting, and the venue shall be clear and specific. The Company shall also provide a means of internet voting or other means to facilitate shareholders' participation in the shareholders' general meeting. Shareholders participating in the shareholders' general meeting by the above means shall be deemed to be present.

The Company shall convene the shareholders' general meeting and, in addition to on-site meeting voting, shall provide online voting services for the shareholders' general meeting or other means required by laws, administrative regulations and securities regulatory rules of the place where the Company's shares are listed. The notice of the shareholders' general meeting shall clearly specify the voting time and procedures for online voting.

Article 46 The Company will engage a lawyer to issue a legal opinion on the following issues and make an announcement when the shareholders' general meeting is convened:

(I) whether the convening and convening procedures of the meeting are in compliance with the provisions of laws, administrative regulations and the Articles of Association;

(II) whether the qualifications of the persons attending the meeting and the qualifications of the convenor are legal and valid;

(III) whether the voting procedures and results of the meeting are legal and valid;

(IV) legal opinions on other related issues at the request of the Company.

Section 3 Convening of Shareholders' General Meeting

Article 47 The independent directors shall have the right to propose the convening of the interim shareholders' general meetings to the Board, and the exercise of such power by the independent directors shall be approved by more than half of all independent directors. For the proposal required by independent directors on holding an interim shareholders' general meeting, the Board of Directors shall give a written reply as to whether it agrees or disagrees to hold an interim shareholders' general meeting within 10 days upon receipt of the proposal in accordance with laws, administrative regulations and the Articles of Association.

Where the Board of Directors agrees to hold an interim shareholders' general meeting, a notice of the shareholders' general meeting shall be given within 5 days after the resolution of the Board of Directors is made. Where the Board of Directors does not agree to hold such a meeting, its reasons shall be given, and an announcement shall be made.

Article 48 The Board of Supervisors shall be entitled to submit a proposal in writing to the Board of Directors on holding an interim shareholders' general meeting. The Board of Directors shall give a written reply as to whether it agrees or disagrees to hold an interim shareholders' general meeting within 10 days upon receipt of the proposal in accordance with laws, administrative regulations, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association.

Where the Board of Directors agrees to hold an interim shareholders' general meeting, a notice of the shareholders' general meeting shall be given within 5 days after the resolution of the Board of Directors is made. Any change to the original proposal in the notice shall be subject to approval from the Board of Supervisors.

Where the Board of Directors does not agree to hold an interim shareholders' general meeting or fails to give a reply within 10 days upon receipt of the proposal, it shall be deemed that the Board of Directors is unable or fails to perform its duty of convening a shareholders' general meeting. In such a case, the Board of Supervisors may convene and preside over the meeting on its own.

Article 49 Shareholders who individually or together hold 10% or more of the voting rights (excluding voting rights of the treasury shares) of the Company shall have the right to request the Board of Directors to convene an interim shareholders' general meeting and such a request shall be made to the Board of Directors in writing. The Board of Directors shall give a written reply as to whether it agrees or disagrees to hold an interim shareholders' general meeting within 10 days upon receipt of the request in accordance with laws, administrative regulations, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association.

Where the Board of Directors agrees to hold an interim shareholders' general meeting, it shall issue a notice of the shareholders' general meeting within 5 days after the resolution is made. Any change to the original request in the notice shall be subject to approval from the relevant shareholders.

Where the Board of Directors does not agree to hold an interim shareholders' general meeting or fails to give a reply within 10 days upon receipt of the request, shareholders who individually or together hold 10% or more of the voting rights (excluding voting rights of the treasury shares) of the Company shall have the right to submit a proposal to the Board of Supervisors on holding an interim shareholders' general meeting and such request shall be made to the Board of Supervisors in writing.

Where the Board of Supervisors agrees to hold an interim shareholders' general meeting, it shall issue a notice of the shareholders' general meeting within 5 days after receiving the request. Any changes to the original proposal in the notice shall be approved by the relevant shareholders.

Where the Board of Supervisors fails to give the notice of the shareholders' general meeting within the specified time limit, it shall be deemed that the Board of Supervisors does not convene or preside over the meeting, in which case, shareholders who individually or together hold 10% or more of the voting rights (excluding voting rights of the treasury shares) of the Company for 90 or more consecutive days may convene and preside over the meeting on their own.

Article 50 Where the Board of Supervisors or shareholders decide to convene a shareholders' general meeting on their own, they must notify the Board of Directors in writing and, in accordance with the securities regulatory rules and the requirements of the stock exchange where the Company's shares are listed, complete the necessary filings or announcements.

Prior to the announcement of the resolution of the shareholders' general meeting, the proportion of shares held by the convening shareholders shall not be less than 10%.

The Board of Supervisors or the convening shareholders shall, upon issuing the notice of the shareholders' general meeting and the announcement of the resolutions of the shareholders' general meeting, submit the relevant proof materials and complete the necessary filings or announcements in accordance with the securities regulatory rules and the requirements of the stock exchange where the Company's shares are listed.

Article 51 The Board of Directors and the secretary to the Board of Directors should cooperate with the Board of Supervisors or shareholders to convene shareholders' general meetings on their own. The Board of Directors shall provide the register of shareholders on the record date of equity interests.

Article 52 Where the shareholders' general meeting is convened independently by the Board of Supervisors or shareholders, all necessary costs and expenses of the meeting shall be borne by the Company.

Section 4 Proposals and Notices of Shareholders' General Meeting

Article 53 The contents of a proposal of the shareholders' general meeting shall be within the scope of duties and powers of the shareholders' general meeting, have definite themes and specific matters for resolutions, as well as be in compliance with laws, administrative regulations, securities regulatory rules of the place where the Company's shares are listed, and the relevant requirements set forth in the Articles of Association.

Article 54 When the Company convenes a shareholders' general meeting, the Board of Directors, the Board of Supervisors and shareholders who individually or together hold 1% or more of the shares of the Company are entitled to put forward a proposal to the Company.

Shareholders individually or together holding 1% or more of the shares of the Company can put forward a temporary proposal 10 days before the shareholders' general meeting is held and submit the proposal to the convener of the meeting in writing. The convener shall issue a supplemental notice within 2 days upon receiving such proposal and notify shareholders of the content of such proposal. If the shareholders' general meeting needs to be postponed due to the issuance of a supplemental notice of the shareholders' general meeting according to the securities regulatory rules of the place where the Company's shares are listed, the convening of the shareholders' general meeting shall be postponed in accordance with the securities regulatory rules of the place where the Company's shares are listed.

Other than stipulated above, the convener shall not amend any proposal stated in the notice of the shareholders' general meeting or add any new proposal after the announcement by way of issuance of the notice of the shareholders' general meeting.

The shareholders' general meeting shall not vote and resolve proposals not stated in the notice of the shareholders' general meeting or failing to meet the requirements of Article 53 of the Articles of Association.

Article 55 The convener shall notify each shareholder 20 days prior to an annual shareholders' general meeting by way of announcements and shall notify each shareholder 15 days prior to an interim shareholders' general meeting. For the purpose of calculating the starting date, the day on which the meeting is held shall be excluded.

Article 56 Notice of a shareholders' general meeting shall include the following contents:

(I) the date, venue and duration of the meeting;
(II) matters and proposals to be considered at the meeting;
(III) an express statement that the entire ordinary shareholders (including preference shareholders whose voting rights have been restored) are entitled to attend the shareholders' general meeting, and to appoint proxy(ies) in writing to attend and vote on his/her behalf at the meeting, and that a proxy needs not be a shareholder of the Company;
(IV) the record date on which the shareholders are entitled to attend the shareholders' general meeting;
(V) the name and telephone number of permanent contact persons for the affairs of the meeting;
(VI) the voting time and procedure via internet or through other means (if any).

Article 57 Where a general meeting intends to discuss matters relating to the election of directors and supervisors, the notice of the shareholders' general meeting shall fully disclose the details of the candidates for directors and supervisors, including at least the following:

(I) personal information such as educational background, work experience and part-time jobs;
(II) whether the candidates have any connected relationship with the Company or its controlling shareholders and de facto controllers;
(III) disclosure of the number of shares held in the Company;
(IV) whether it has been penalized by the CSRC and other relevant governmental authorities and disciplined by the stock exchange;
(V) other details as required by the securities regulatory rules of the place where the Company's shares are listed.

In addition to the adoption of the cumulative voting system for the election of directors and supervisors, each candidate for director or supervisor shall be submitted as a single proposal.

Article 58 After the notice of the shareholders' general meeting has been given, the shareholders' general meeting shall not be postponed or canceled without a valid reason, and the proposals specified in the notice of the shareholders' general meeting shall not be canceled. In the event of postponement or cancellation, the convenor shall make an announcement at least two working days prior to the original convening date and state the reasons. If there are special provisions under the securities regulatory rules of the place where the Company's shares are listed regarding the procedures for postponing or canceling the shareholders' general meeting, the provisions shall prevail provided that they do not violate the domestic regulatory requirements.

Section 5 Holding of Shareholders' General Meeting

Article 59 The Board and other convenors of the Company shall take necessary measures to ensure the normal order of the shareholders' general meeting. With respect to acts of interference with general meetings, provocation and infringement of the legitimate rights and interests of shareholders, measures shall be taken to stop and promptly report to the relevant authorities for investigation and handling.

Article 60 All ordinary shareholders registered on the record date (including shareholders whose voting rights have been restored in respect of preference shares) or their proxies shall be entitled to attend the shareholders' general meetings, and shall exercise their voting rights in accordance with the relevant laws and regulations, the securities regulatory rules of the place where the Company's shares are listed and the Articles of Association (unless individual shareholders are required to abstain from voting on certain matters under the securities regulatory rules of the places where the Company's shares are listed). Pursuant to the applicable laws and regulations and the listing rules of the stock exchange on which the Company's shares are listed, where any shareholder shall abstain from voting on any particular resolution or is restricted to vote only for or against such resolution, any vote in violation of such requirement or restriction cast by such shareholder or proxy thereof shall not be counted in the voting results.

A shareholder may attend the shareholders' general meeting in person, or may appoint a proxy to attend, speak and vote on his/her behalf. The proxy is not required to be a shareholder of the Company. Where a shareholder is a Recognized Clearing House (or its proxies) as defined in the relevant regulations enacted in Hong Kong from time to time, it may authorize its corporate representative or one or more persons as it deems fit to act as its proxy(ies) at any general meeting.

Article 61 An individual shareholder who attends the meeting in person shall produce his/her own identification card or other valid documents or proof evidencing his/her identity and stock account cards. If a shareholder appoints a proxy to attend the meeting on his/her behalf, such proxy shall produce his/her own valid proof of identity and the power of attorney from the shareholder.

A legal person shareholder shall attend the meeting by its legal representative or proxy appointed by the legal representative. Where the legal representative attends the meeting, he/she shall produce his/her own identification card and valid certificates evidencing his/her capacity as the legal representative. Where a proxy is appointed to attend the meeting, he/she shall produce his/her own identification card and the written power of attorney issued by the legal representative of the legal person shareholder according to law (except for shareholder who is a Recognized Clearing House and its nominees).

Article 62 Any shareholder entitled to attend and vote at a general meeting shall have the right to appoint one or more persons (such persons may not be shareholders) as his/her proxy(ies) to attend and vote on his/her behalf. The power of attorney issued by a shareholder to appoint another person to attend a general meeting shall contain the following information:

(I) name of the proxy;

(II) whether the proxy has the right to vote;

(III) instructions to vote in favor of, against or abstain from voting on each matter to be considered on the agenda of the shareholders' general meeting.

(IV) date of issue and period of validity of the power of attorney;

(V) signature (or seal) of the principal. If the principal is a corporate shareholder, the seal of the corporate entity shall be affixed.

Article 63 The power of attorney shall specify whether the shareholder's proxy may vote at his/her own discretion in the event that the shareholder does not give specific instructions.

Article 64 If the power of attorney for proxy voting is signed by a person authorized by the principal to sign it, the power of attorney or other authorization document authorized to be signed shall be notarized. Both the notarized power of attorney or other authorization document, together with the power of attorney for proxy voting shall be kept at the Company's domicile or at such other place as specified in the notice of the shareholders' general meeting.

The power of attorney shall be kept at the domicile of the Company or at such other place as specified in the notice of the meeting before 24 hours prior to the meeting at which the proxy is authorized to vote or before 24 hours prior to the specified time of the voting. If the power of attorney is signed by a person authorized by the principal to sign it, the power of attorney or other authorization document authorized to be signed shall be notarized. The notarized power of attorney or other authorization document together with the power of attorney shall be kept at the domicile of the Company or at such other place as specified in the notice convening the meeting.

If the principal is a legal person, its legal representative or a person authorized by a resolution of the Board or other decision-making body shall attend the Company's general meeting as a proxy.

If the shareholder is a Recognized Clearing House (or its nominee), such shareholder may authorize one or more persons as he/she deems appropriate to act on his/her behalf at any shareholders' general meetings or creditors' meetings; however, if more than 1 persons are thus authorized, the power of attorney shall specify the numbers and classes of shares in respect of which such persons are authorized, and signed by the authorized person of the Recognized Clearing House. The person(s) so authorized may represent the Recognized Clearing House (or its nominee) to exercise its rights, without producing certificates of shareholding, the notarized power of attorney and/or further evidence to prove that he/she has been duly authorized, and shall be entitled to the legal rights equivalent to those of the other shareholders, including the right to speak and vote, as if that proxy is an individual shareholder of the Company.

Article 65 The Company shall be responsible for the production of the meeting register of persons attending the meeting. The meeting register contains the names (or names of entities), identity card numbers, residential addresses, numbers of shares held or represented by voting rights, and names (or names of entities) of proxies of the persons attending the meeting.

Article 66 The convenor and the lawyers engaged by the Company will verify the legitimacy of the shareholders’ qualifications based on the register of shareholders provided by the securities registration and settlement institution, and register the names of the shareholders and the number of shares for which they hold voting rights. The registration of the meeting shall be terminated before the presiding officer of the meeting announces the number of shareholders and proxies attending the meeting on-site and the total number of shares holding voting rights.

Article 67 When the shareholders’ general meeting is convened, all of the Company’s directors, supervisors and secretary of the Board shall attend the meeting, and the general manager and other senior management personnel shall attend the meeting as non-voting attendees.

Article 68 The Chairman of the Board shall preside over the shareholders’ general meeting. In the event that the Chairman is unable to perform his/her duties or fails to perform his/her duties, the vice-chairman shall preside, and in the event that the vice-chairman is unable to perform his/her duties or fails to perform his/her duties, more than half of the directors shall jointly elect a director to preside.

The Chairman of the Board of Supervisors shall preside over any general meeting convened by the Board of Supervisors itself. In the event that the Chairman of the Board of Supervisors is unable to perform his/her duties or fails to perform his/her duties, a supervisor shall be jointly elected by more than half of the supervisors to preside over the meeting.

A general meeting convened by the shareholders themselves shall be presided over by a representative elected by the convenors.

If the presiding officer of a general meeting violates the rules of procedure and makes it impossible for the meeting to continue, the shareholders’ general meeting may elect a person to act as the presiding officer and continue the meeting with the consent of the shareholders present on-site at the shareholders’ general meeting and having the right to vote in the majority of the shareholders’ general meeting.

Article 69 The Company shall formulate rules of procedure for general meetings, stipulating in detail the convening and voting procedures for general meetings, including notification, registration, deliberation of proposals, voting, counting of votes, announcement of voting results, formation of resolutions of the meeting, minutes of the meeting and their signatures, and public announcements, etc., as well as the principle of authorization by the shareholders’ general meeting of the Board, which shall be clear and specific. The rules of procedure of the shareholders’ general meeting shall be annexed to the articles of association, drawn up by the Board and approved by the shareholders’ general meeting.

Article 70 At the annual general meeting, the Board and the Board of Supervisors shall make a report to the shareholders’ general meeting on their work in the past year. Each independent director shall also make a report on his/her duties, explaining how he/she performed those duties.

Article 71 Directors, supervisors and senior management provide explanations and clarifications on shareholders’ enquiries and suggestions at general meetings.

Article 72 The presiding officer of the meeting shall announce the number of shareholders and proxies attending the meeting on-site and the total number of shares holding voting rights before the voting, and the number of shareholders and proxies attending the meeting on-site and the total number of shares holding voting rights shall be based on the registration of the meeting.

Article 73 There shall be minutes of the shareholders’ general meeting, which shall be taken by the secretary of the Board. The minutes shall record the following:

(I) time, place and agenda of the meeting and the name or names of the convenor;

(II) names of the presiding officer of the meeting and the directors, supervisors and senior management present at or observing the meeting;

(III) number of shareholders and proxies attending the meeting, the total number of shares holding voting rights and the percentage of the total number of shares of the Company;

(IV) consideration of each proposal, highlights of statements and voting results;

(V) shareholders’ queries or suggestions and the corresponding replies or explanations;

(VI) names of lawyer and vote counter(s) and scrutineer(s);

(VII) other contents that should be included in the minutes of the meeting as stipulated in the Articles of Association.

Article 74 The convenor shall ensure that the contents of the minutes are true, accurate and complete. The directors, supervisors, secretary of the Board, the convenor or his/her representative and the presiding officer of the meeting attending the meeting shall sign the minutes. The minutes shall be kept together with the signature book of the shareholders attending the meeting on-site and the proxy form for proxy attendance, and the valid information on the voting situation on the internet and other means for a period of not less than 10 years.

Article 75 The convenor shall ensure that the shareholders’ general meeting is held continuously until a final resolution is formed. If the shareholders’ general meeting is suspended or no resolution can be made due to force majeure or other special reasons, necessary measures shall be taken to resume the convening of the shareholders’ general meeting as soon as possible or to terminate the current general meeting directly, and a timely announcement shall be made. At the same time, the convenor shall report to the CSRC local branch at the Company’s domicile and the stock exchange.

Section 6 Voting and Resolutions at Shareholders’ General Meetings

Article 76 The resolutions of the shareholders’ general meeting shall be divided into ordinary resolutions and special resolutions.

An ordinary resolution of the shareholders’ general meeting shall be adopted by more than half of the votes (excluding treasury shares) held by the shareholders (including proxies of shareholders) attending the shareholders’ general meeting.

A special resolution of the shareholders’ general meeting shall be adopted by two-thirds or more of the votes (excluding treasury shares) held by the shareholders (including proxies of shareholders) attending the shareholders’ general meeting.

Article 77 The following matters shall be approved by the shareholders' general meeting through ordinary resolutions:

(I) work reports of the Board of Directors and the Board of Supervisors;
(II) profit distribution plans and loss recovery plans drafted by the Board of Directors;
(III) appointment or dismissal of the members of the Board of Directors and the Board of Supervisors, and their payment and payment methods;
(IV) annual budget and final account plan of the Company;
(V) annual report of the Company;
(VI) other matters other than those approved by special resolution stipulated in the laws, administrative regulations, securities regulatory rules of the place where the Company's shares are listed or the Articles of Association.

Article 78 The following matters shall be approved by special resolution at the shareholders' general meeting:

(I) the increase or reduction of the registered capital of the Company;
(II) the division, spin-off, merger, dissolution and liquidation of the Company;
(III) amendments to the Articles of Association;
(IV) the purchases or sales of material assets by the Company within a year or the guarantee amount exceeding 30% of the latest audited total assets of the Company;
(V) share incentive schemes and employee stock ownership schemes;
(VI) guarantees specified in item (IV) of clause 1 to Article 42 of the Articles of Association;
(VII) other matters stipulated by laws, administrative regulations, securities regulatory rules of the place where the Company's shares are listed, or the Articles of Association, as well as other matters that the shareholders' general meeting determines by ordinary resolution will have a significant impact on the Company and need to be passed by special resolution.

If at any time the Company's shares are divided into different classes of shares, and the Company intends to change or abolish the rights of a particular class of shareholders, such change or abolition shall be passed by a special resolution of the affected class of shareholders at the shareholders' general meeting convened separately.

Article 79 Shareholders (including proxies) may exercise their voting rights by the number of shares held by them which carry the right to vote. Each share shall have one vote. Other securities regulatory rules at the place where the shares of the Company are listed shall prevail. On a poll taken at a meeting, a shareholder (including proxies) entitled to two or more votes need not cast all his/her votes in the same way.

When material issues affecting the interests of minority shareholders are considered at a shareholders' general meeting, the votes of minority shareholders shall be counted separately. The separate votes counting results shall be disclosed publicly in a timely manner.

The shares of the Company which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders attending a shareholders' general meeting.

If a shareholder purchases shares with voting rights of the Company in violation of paragraph 1 and paragraph 2 of Article 63 of the Securities Law, such shares in excess of the prescribed proportion shall not be allowed to exercise voting rights for a period of thirty-six months after the purchase and shall not be counted in the total number of shares with voting rights present at the shareholders' general meeting.

The Board of Directors, independent directors, shareholders of the Company holding 1% or more of the voting shares of the Company or investor protection institutions established pursuant to laws, administrative regulations or requirements of the CSRC, may publicly solicit voting rights from shareholders. When soliciting voting rights from shareholders, the specific voting intention and other information shall be fully disclosed to the solicitation targets. The solicitation of voting rights from shareholders with the provision of direct or indirect compensation shall be prohibited. The Company may not impose any minimum shareholding requirement for the solicitation of voting rights, except for statutory conditions.

Pursuant to the requirements of the relevant laws and regulations and the securities regulatory rules of the place where the Company's shares are listed, where any shareholder shall abstain from voting on relevant resolution or is restricted to vote only for or against such resolution, any vote in violation of such requirement or restriction cast by such shareholder or proxy thereof shall not be counted in the voting results.

Article 80 When the shareholders' general meeting considers matters relating to connected transactions, the connected shareholders shall not participate in the voting, and the number of voting shares represented by such shareholders shall not be counted as the total number of valid votes cast; and announcements of general meetings' resolutions shall fully disclose the voting status of the non-connected shareholders.

Article 81 The following are the procedures for recusal and voting of shareholders with connected relationships at the shareholders' general meeting to consider matters of connected transactions:

(I) the convenor shall determine whether the matter proposed to be submitted for consideration at the shareholders' general meeting constitutes a connected transaction. If the Board of Directors or the Board of Supervisors is the convenor, it shall pass a resolution in accordance with the relevant provisions of the Articles of Association;

(II) if a matter under consideration at a general meeting is connected to a shareholder, the shareholder shall disclose his/her relationship to the Board of the Company prior to the date of the shareholders' general meeting and voluntarily apply for recusal;

(III) when the shareholders' general meeting considers matters relating to connected transactions, the presiding officer of the meeting announces the shareholders who are connected and explains and illustrates the connection between the connected shareholders and the connected transaction matters;

(IV) the presiding officer of the meeting announced that the connected shareholders would recuse themselves, and the non-connected shareholders would deliberate and vote on the connected transaction matters;

(V) to be passed by way of an ordinary resolution or a special resolution in accordance with the provisions of laws, administrative regulations, the securities regulatory rules of the place where the Company's shares are listed or the Articles of Association.

If the connected shareholder does not take the initiative to apply for recusal, other shareholders or representatives of shareholders attending the shareholders' general meeting shall have the right to request the connected shareholder to disqualify himself/herself from the meeting; if, upon the request for recusal made by other shareholders or representatives of shareholders, the shareholder whose recusal has been requested considers that he/she does not fall within the scope of recusal, the presiding officer of the shareholders' general meeting shall, depending on the circumstances, discuss the matter with the on-site directors, supervisors and connected shareholders, and make a decision on the recusal.

The connected shareholders who are required to recuse themselves may participate in the deliberation of the connected transaction that involves them, and may offer explanations and clarifications to the shareholders' general meeting regarding the fairness, legality and reasons for such connected transaction, but such shareholders shall have no right to vote on the matter. If a connected person or his/her close associate votes in violation of the provision under this Article, their votes on the relevant connected transaction shall be invalid.

Article 82 Connected transactions (except the Company receiving cash assets and receiving guarantee) that are entered into between the Company and a connected person with a transaction amount of more than RMB30,000,000, representing more than 5% of the absolute value of the latest audited net assets of the Company, and connected transactions that the Company provide guarantee to a connected person, shall be submitted to the Company's general meeting for consideration. All other connected transactions shall be considered and decided by the Board of the Company in accordance with the principle of recusal from voting by connected directors. The procedures for recusal of connected shareholders from voting are as follows:

(I) secretary of the Board, connected shareholder or other shareholders of the Company shall apply for recusal of connected shareholder in accordance with relevant requirements;

(II) connected shareholder shall not participate in the deliberation of the relevant connected transaction;

(III) when the shareholders' general meeting votes on the relevant connected transaction, after deducting the number of voting shares represented by connected shareholder, the non-connected shareholders attending the shareholders' general meeting shall vote in accordance with the provisions of Article 75 of the Articles of Association.

Article 83 Except for special circumstances such as the Company being in a crisis, the Company shall not enter into a contract with a person other than a director, general manager and other senior management member that places the management of all or an important part of the Company’s business in the person’s charge, unless approved by the shareholders’ general meeting by means of a special resolution.

Article 84 The list of candidates for directors and supervisors is submitted to the shareholders’ general meeting for vote by way of a proposal.

When the shareholders’ general meeting votes on the election of directors and supervisors and when the number of candidates is two and more, the cumulative voting system shall be implemented.

The cumulative voting system referred to in the preceding paragraph means that when a general meeting elects directors or supervisors, each share shall have the same number of voting rights as the number of directors or supervisors to be elected, and the voting rights owned by the shareholders may be centrally used. The Board shall announce the biography and basic information of the candidate directors or supervisors.

The manner and procedure for the nomination of directors shall be as following:

(I) the Board and shareholders holding, individually or in aggregate, more than 1% of the Company’s shares have the right to propose new candidates for directors;

(II) when shareholders who individually or collectively hold more than 1% of the shares of the Company propose a new candidate for director, they shall submit proof of their eligibility for nomination and the necessary information of the proposed candidate to the Board 10 working days prior to the shareholders’ general meeting, where the Board shall examine whether the nomination and the nominee are in compliance with the provisions of the relevant laws and regulations, and the Board shall notify the shareholders of any nominee who passes the examination and submit the nominee to the shareholders for election at the shareholders’ general meeting;

(III) the Company’s Board of Directors, Board of Supervisors or shareholders individually or collectively holding 1% or more of the Company’s issued shares, may propose candidates for independent directors. The election shall be decided by the shareholders’ general meeting. Nominators shall not nominate individuals who have a conflict of interest with them or close associates who may otherwise affect the independent performance of their duties as candidates for independent directors. Investor protection institutions established pursuant to laws may publicly request the shareholders to exercise the right to nominate the independent directors on their behalf.

The manner and procedure for the nomination of supervisors shall be as follows:

(I) in the case of supervisors who are representatives of shareholders, the Board of Supervisors and shareholders holding individually or collectively more than 1% of the Company’s shares shall have the right to propose new candidates for non-employee representative supervisors;

(II) when a shareholder individually or collectively holding more than 1% of the shares of the Company proposes a new supervisor candidate, the shareholder shall submit to the Board of Supervisors proof of the eligibility for nomination and the requisite information of the proposed candidate 10 working days prior to the shareholders' general meeting, whereby the Board of Supervisors shall examine and review whether the nomination and the nominee are in compliance with the provisions of the relevant laws and regulations and, after passing the examination and review, the Board of Supervisors shall notify the shareholders of the nomination and submit it to the shareholders for election;

(III) supervisors who are employee representatives shall be democratically elected or replaced by the employees of the Company through the employees' congress, employees' meeting or other forms.

The shareholders' general meeting shall implement cumulative voting system in accordance with the Articles of Association and the implementation rules for the Company's cumulative voting system:

(I) votes for the election of directors can only be cast for director candidates, and votes for the election of supervisors can only be cast for supervisor candidates. The cumulative votes of each shareholder cannot be used interchangeably. Independent directors and non-independent directors shall be elected by separate voting. When electing independent directors, the total voting rights of shareholders attending the shareholders' general meeting shall be equal to the product of the total number of shares held by them multiplied by the number of independent directors to be elected at that general meeting. This portion of the voting rights can only be cast for the independent director candidates at that general meeting. When electing non-independent directors, the total voting rights of shareholders attending the shareholders' general meeting shall be equal to the product of the total number of shares held by them multiplied by the number of non-independent directors to be elected at that general meeting. This portion of the voting rights can only be cast for the non-independent director candidates at that general meeting.

(II) the product of the number of voting shares held by each shareholder multiplied by the number of directors (or supervisors) to be elected at the current general meeting shall be the shareholder's cumulative votes for the current meeting. When the shareholders' general meeting proceeds to multiple rounds of election, the shareholder's cumulative votes shall be recalculated based on the number of directors (or supervisors) to be elected in each round of election.

(III) if the total number of cumulative votes on a ballot is less than or equal to the number of valid votes legally held by the shareholder, the ballot shall be valid, and the difference shall be deemed a waiver of voting rights. If the total number of cumulative votes on a ballot is greater than the number of valid votes legally held by the shareholder, the following shall apply: if the shareholder casts his/her voting rights for only one candidate, the votes shall be calculated based on the actual voting rights held by the shareholder; if the shareholder distributes his/her votes among several candidates, the vote counter shall point this out to the shareholder and request that he/she reconfirm the number of voting rights allocated to each candidate until the total number of voting rights cast is not greater than the voting rights held by the shareholder. If the shareholder, after being informed by the vote counter, still fails to reconfirm, all votes cast by that shareholder shall be invalidated and deemed an abstention.

(IV) the number and structure of directors or supervisors elected by the shareholders' general meeting shall comply with the provisions of the Articles of Association. A director or supervisor candidate shall be determined to be elected based on the number of votes received, but the number of votes received by each elected director or supervisor must exceed one-half of the valid voting shares (based on the non-cumulative number of shares) held by the shareholders attending the shareholders' general meeting.

(V) if the number of director or supervisor candidates who receive votes qualifying them for election at the shareholders' general meeting exceeds the number to be elected, those with more votes shall be elected. If two or more candidates receive the same number of votes, making it impossible to determine the elected candidates, a second round of election shall be held for such candidates. If the elected candidates still cannot be determined after the second round of election, a separate election shall be held at the next general meeting. If this results in the number of members of the Board of Directors or the Board of Supervisors being less than two-thirds of the number stipulated in the Articles of Association, another general meeting shall be convened within two months after the conclusion of the current general meeting to elect directors or supervisors to fill the vacancy.

(VI) if the number of elected candidates is less than the number of directors or supervisors to be elected, but the number of elected directors or supervisors is more than two-thirds of the total number of members of the Board of Directors or the Board of Supervisors stipulated in the Articles of Association, the vacancy shall be filled by election at the next general meeting. If the number of elected candidates is less than the number of directors or supervisors to be elected, and is less than two-thirds of the total number of members of the Board of Directors or the Board of Supervisors stipulated in the Articles of Association, a second round of election shall be held for the unelected director or supervisor candidates. If the aforementioned requirement is still not met after the second round of election, another general meeting shall be convened within two months after the conclusion of the current general meeting to elect directors or supervisors to fill the vacancy.

Article 85 In addition to the cumulative voting system, the shareholders' general meeting will vote on all proposals one by one, and if there are different proposals on the same matter, the proposals will be voted on in the order in which they were submitted. The shareholders' general meeting will not set aside or withhold voting on the proposals unless the shareholders' general meeting is suspended or unable to reach a resolution due to special reasons such as force majeure.

Article 86 No changes will be made to the proposals when they are considered at the shareholders' general meeting, otherwise the changes shall be considered as a new proposal and cannot be voted on at this general meeting.

Article 87 The same voting right can only choose one voting method from on-site, online or other voting methods. The same voting right can only be exercised once for each resolution. In the event of duplicate voting, the first vote cast shall prevail.

Article 88 The shareholders' general meeting shall adopt voting by open ballot.

Article 89 Before a general meeting votes on a proposal, it shall elect two shareholders' representatives to participate in the counting and supervision of votes. If the matter under consideration is connected to a shareholder, the shareholder concerned and his/her proxy shall not participate in the counting of votes or the supervision of votes.

When the shareholders' general meeting votes on the proposal, the lawyers, the shareholders' representatives and the supervisors' representatives shall be responsible for counting and supervising the votes, and the results of the voting shall be announced on the spot, and the voting results of the resolution shall be recorded in the minutes of the meeting.

Shareholders of the listed company or their proxies who cast their votes through the internet or other means are entitled to check their voting results through the corresponding voting system.

Article 90 The shareholders' general meeting shall end on-site no earlier than online or otherwise, and the presiding officer of the meeting shall announce the vote on each proposal and the result thereof, and whether or not the proposal has been adopted in accordance with the result of the vote.

Prior to the official announcement of the voting results, the listed company, vote counters, scrutineers, major shareholders, network service provider and other relevant parties involved in the on-site general meeting, the network and other voting methods shall be under a duty of confidentiality with respect to the voting situation.

Article 91 Shareholders attending the shareholders' general meeting shall express one of the following opinions on the proposals submitted for voting: for, against, or abstain. Unless the securities registration and settlement institution, as the nominal holder of the shares under the mechanism for the Mainland-Hong Kong Stock Connect, makes a declaration in accordance with the intention of the actual holder.

Votes that are not filled in, incorrectly filled in, illegible, or not cast shall be deemed to be a waiver of the voter's right to vote, and the number of shares held by the voter shall be counted as an "abstain".

Article 92 The presiding officer may organize a count of the votes cast if he/she has any doubt as to the result of a resolution put to the vote; if the presiding officer fails to carry out a count of the votes, shareholders or shareholders' proxies present at the meeting who disagree with the result announced by the presiding officer shall have the right to request for a count of the votes immediately after the announcement of the result of the vote, and the presiding officer shall organize a count of the votes immediately.

Article 93 Resolutions of a general meeting shall be announced in a timely manner, and the announcement shall set out the number of shareholders and proxies attending the meeting, the total number of shares holding voting rights and their proportion to the total number of voting shares of the Company, voting manner of, voting results on each proposal and the details of each resolution adopted.

If the proposal is not passed, or if the current general meeting changes the resolution of the previous general meeting, a special reminder shall be made in the announcement of the resolution of the shareholders' general meeting.

Article 94 If the shareholders' general meeting adopts a proposal for the election of directors and supervisors, the proposal shall also specify the time when the new directors and supervisors shall take office.

Article 95 In the event that the shareholders' general meeting approves a proposal for cash distribution, share dividends or capitalization of capital surplus, the Company will implement the specific proposal within 2 months after the shareholders' general meeting. If it is not possible to implement the specific proposal within 2 months due to the provisions of laws and regulations and securities regulatory rules of the place where the Company's shares are listed, the date of implementation of the specific proposal may be adjusted accordingly in accordance with such provisions and the actual situation.

CHAPTER V BOARD OF DIRECTORS

Section 1 Directors

Article 96 Directors of the Company should be natural persons, and the following person should not serve as a director of the Company:

(I) person without capacity or with limited capacity of civil conduct;

(II) person who has committed offences relating to corruption, bribery, embezzlement of property, misappropriation of property or disruption of social economic order and has been sentenced to criminal punishment, where less than five years has elapsed since the date of completion of the sentence, or who has been deprived of his/her political rights due to a criminal offense, where less than five years has elapsed since the date of restoring his/her political rights;

(III) person who was a director, factory manager or general manager of a company or enterprise which was declared bankrupt and was liquidated and who was personally liable for the bankruptcy of such a company or enterprise, where less than three years has elapsed since the date of completion of bankruptcy and liquidation of the company or enterprise;

(IV) person who was a legal representative of a company or enterprise which had its business license revoked and was ordered to close down due to violation of the law and who was personally liable, where less than three years has elapsed since the date of the revocation;

(V) person who has a substantial number of debts due and outstanding;

(VI) person who is subject to the CSRC's penalties which prohibits him/her from entering into the securities market for a period which has not yet expired;

(VII) other circumstances specified by the laws, administrative regulations, departmental rules, or securities regulatory rules of the place where the Company's shares are listed.

The election, appointment or delegation of directors in violation of the aforesaid provisions shall be null and void. Directors committing the above during the term of office shall be dismissed by the Company.

Article 97 Directors shall be elected or replaced by the shareholders’ general meeting and serve a term of 3 years. Directors shall be eligible for re-election and re-appointment upon the expiry of the term of office. An independent director may not serve for more than six consecutive years. The general meeting shall not dismiss any director without valid reasons prior to the expiry of the term of office. Where the securities regulatory rules of the place where the Company’s shares are listed provide otherwise for the re-election of directors, such provision shall prevail.

The term of office of a director shall commence from the date on which the said director assumes office until the expiry of the term of office of the current session of the Board of Directors. A director shall continue to perform his/her duties as a director in accordance with laws, administrative regulations, departmental rules, regulatory rules of the place where the Company’s shares are listed and the Articles of Association until a duly re-elected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office.

A director may serve concurrently as general manager or other senior executives, but the total number of directors serving concurrently as general manager or other senior executives and employee representative directors shall not be more than half of the directors of the Company.

The Company may dismiss an independent director before the expiry of the term of office in accordance with statutory procedures. In case of early dismissal, the Company shall promptly disclose the specific reasons and grounds. If the independent directors have any objections thereto, the Company shall disclose them in a timely manner. If an independent director fails to comply with the provisions of Article 7 (I) or (II) of the Measures for the Administration of Independent Directors of Listed Companies, he/she shall immediately cease to perform his/her duties and resign from his/her office. If he/she fails to resign, the Board shall immediately remove him/her from his/her position in accordance with the provisions after it knows or should have known of the occurrence of such a fact. In the event that an independent director resigns from or is dismissed from his/her duties as a result of the circumstances set forth in this paragraph, resulting in the proportion of independent directors on the Board or its special committees not complying with the provisions of the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》) or the Articles of Association, or a shortage of accounting professionals among the independent directors, the Company shall complete the by-election of such independent director within sixty days from the date of the occurrence of the foregoing facts.

Article 98 Directors shall fulfill the following duties of loyalty to the Company in accordance with the laws, administrative regulations, the regulatory rules of the place where the Company’s shares are listed and the Articles of Association:

(I) not abusing their powers to accept bribes or any other unlawful income or encroach on the Company’s property;

(II) not misappropriating the Company’s funds;

(III) not depositing the Company’s assets or funds into any accounts under their own names or the names of other individuals;

(IV) not lending the Company’s funds to others or providing guarantees in favor of others backed by the Company’s assets in violation of the Articles of Association or without approval of the general meeting or the Board of Directors;

(V) not entering into any contracts or transactions with the Company in violation of the Articles of Association or without approval of the general meeting;

(VI) not leveraging their positions and powers to procure business opportunities which should be available to the Company for themselves or others or engaging in any business similar to that of the Company, either on their own or with others, without approval of the general meeting;

(VII) not accepting for their own benefit any commissions in relation to transactions with the Company;

(VIII) not disclosing without authorization any confidential information of the Company;

(IX) not using their connected relationships to harm the interests of the Company;

(X) performing any other duties of loyalty provided by the laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

The Company may have a claim against the breaching director for an account of profits for any income earned by such director in violation of this Article; such director is liable for compensation if any loss is caused to the Company.

Article 99 Directors shall fulfill the following duties of diligence to the Company in accordance with the laws, administrative regulations, regulatory rules of the place where the Company’s shares are listed and the Articles of Association:

(I) to exercise the powers conferred by the Company with prudence, care and diligence to ensure that the commercial activities of the Company comply with the provisions of the national laws, administrative regulations and various state economic policies and not exceed the business scope specified in the business license;

(II) to treat all shareholders impartially;

(III) to keep track of the operation and management of the Company on a timely basis;

(IV) to sign the written confirmation opinions on the Company’s regular reports, and ensure that the information disclosed by the Company is true, accurate, and complete;

(V) to provide the Board of Supervisors with truthful information and materials, and not to intervene in the performance of the Board of Supervisors or supervisors of their functions and powers;

(VI) to perform any other duties of care provided by the laws, administrative regulations, departmental rules, regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

Article 100 Directors who fail to attend two consecutive meetings of the Board of Directors either in person or entrust other directors to do so are deemed incapable of performing their duties, and the Board shall make a proposal to the general meeting to remove such directors.

Article 101 Directors may submit their resignation prior to the expiry of their terms of office. The resigning director is required to submit a resignation report to the Board in writing. The Board of Directors shall disclose the relevant information within 2 days or within the period stipulated in the securities regulatory rules in the place where the Company’s shares are listed.

If the resignation of a director results in the number of Board members falling below the quorum or no independent director permanently residing in Hong Kong, the original director shall still perform his/her duties as a director under the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association until the alternate director holds office. In the event that the resignation of any independent director results in the proportion of independent directors on the Board or its special committees not complying with the provisions of the Measures for the Administration of Independent Directors of Listed Companies or the Articles of Association, or a lack of appropriate professional qualifications or a shortage of accounting professionals among the independent directors, the independent director tendered his/her resignation shall still perform his/her duties as a director until the date that new director is appointed, and the Company shall complete the by-election of such independent director within sixty days from the date on which the independent director tendered his/her resignation.

Except for the circumstances listed in the preceding paragraph, a director’s resignation shall be effective from the time such a resignation report is delivered to the Board.

Article 102 When a director’s resignation takes effect or his/her term of office expires, the director shall complete all transfer procedures with the Board. His/her fiduciary duties towards the Company and the shareholders shall not be necessarily ceased after the end of his/her term of office, but shall still be valid within two years after his/her resignation takes effect or his/her term of office expires.

Article 103 No director is allowed to act in his/her own name on behalf of the Company or the Board without the legal authorization provided in the Articles of Association or from the Board. In the event that a director acts in his/her own name and a third party may reasonably believe that the director is acting on behalf of the Company or the Board, such director shall state his/her position and capacity in advance.

Article 104 A director is liable for compensation for any loss of the Company arising from violation by him/her of any laws, administrative regulations, departmental rules, the securities regulatory rules in the place where the Company’s shares are listed or the Articles of Association in the course of performing his/her duties.

Article 105 Matters such as the qualification, nomination, resignation of an independent director shall be carried out in accordance with the laws and regulations, other regulatory documents, the securities regulatory rules of the place where the Company’s shares are listed and the relevant provisions of the Company’s management system.

Section 2 Board of Directors

Article 106 The Company sets up the Board of Directors, which is responsible for the shareholders’ general meeting.

The Board of Directors of the Company establishes the Audit Committee, the Nomination Committee, the Remuneration and Appraisal Committee and the Strategy Committee. The establishment and composition of the special committees of the Board shall be determined by the general meeting. The Board shall be responsible for formulating the terms of reference of each special committee, and the member replacement of the special committees shall be determined by the Board through election. The members of the Audit Committee shall be directors who do not hold senior management positions in the Company, of whom a majority shall be independent directors, and shall be convened by a member of the independent directors who is an accounting professional, with at least one of the independent directors possessing appropriate professional qualifications or appropriate accounting or related financial management expertise as required under the Hong Kong Listing Rules. The independent directors in the Nomination Committee and the Remuneration and Appraisal Committee shall account for more than half and serve as the convener. The Board is responsible for formulating the terms of reference of and regulating the operation of the special committees.

Article 107 The Board of Directors consists of 6 directors, including 3 independent directors. The number of independent directors shall not be less than 3 and shall constitute no less than one-third of all directors, and shall include at least 1 independent director with appropriate professional qualifications or appropriate accounting or related financial management expertise as required by the securities regulatory rules of the place where the Company's shares are listed. At least one independent director shall be ordinarily resident in Hong Kong. All independent directors shall possess independence as required by the securities regulatory rules of the place where the Company's shares are listed. Directors of the Company may include executive directors, non-executive directors and independent directors. Non-executive directors refer to the directors who do not hold any operational management positions in the Company.

Article 108 The Board of Directors exercises the following functions and powers:

(I) to convene shareholders' general meetings and report on its work to the shareholders' general meeting;

(II) to implement the resolutions of the shareholders' general meetings;

(III) to decide on the Company's business plans and investment plans;

(IV) to formulate the Company's annual financial budget plan and final account plan;

(V) to formulate the Company's profit distribution plan and loss recovery plan;

(VI) to formulate proposals for the increase or reduction of the Company's registered capital, issuance of bonds or other securities, and listing plans;

(VII) to formulate plans for major acquisitions of the Company, purchase of our Company's shares, or merger, division, dissolution and change of form of our Company;

(VIII) within the scope authorized by the shareholders' general meeting, to decide on the Company's external investment, acquisition and sale of assets, asset mortgages, external guarantee matters, entrusted wealth management, related transactions, and external donations;

(IX) to decide on the establishment of the Company’s internal management structure;

(X) to decide on the appointment or dismissal of the Company’s general manager, secretary to the Board of Directors, or other senior management personnel, and to determine their remuneration, rewards, and penalties; based on the general manager’s nomination, to decide on the appointment or dismissal of the Company’s deputy general manager, financial officer, and other senior management personnel, and to determine their remuneration, rewards, and penalties;

(XI) to formulate the Company’s basic management system;

(XII) to formulate proposals for any amendment to the Articles of Association;

(XIII) to manage the information disclosure matters of the Company;

(XIV) to propose to the shareholders’ general meeting the appointment or change of the accounting firm acting as the auditors of our Company;

(XV) to receive the work report of the Company’s general manager and examine the general manager’s work;

(XVI) other functions and powers conferred by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association and the general meeting.

Matters beyond the scope of authorization of the general meeting shall be submitted by the Board to the general meeting for consideration.

Article 109 The Board of the Company shall answer inquiries from shareholders and give an explanation on the audit report issued by the certified public accountant on the financial statements of the Company.

Article 110 The Board has formulated the rules of procedure of the Board to ensure that the Board implements the resolutions of the general meeting, improves work efficiency and ensures scientific decision-making. The rules of procedure of the Board shall be annexed to the Articles of Association and shall be drafted by the Board and submitted to the general meeting for approval.

Article 111 The Board shall determine the authority of foreign investment, acquisition and sale of assets, asset mortgages, external guarantee matters, entrusted wealth management, connected transactions, external donations, etc., and establish strict review and decision-making procedures; major investment projects shall be organized to be evaluated by relevant experts and professionals and reported to the general meeting for approval.

The above matters must be considered by the Board if they meet one of the following criteria:

(I) if the total assets involved in the transaction account for more than 10% of the Company’s latest audited total assets; if the total assets involved in the transaction have both book value and appraised value, the higher one shall prevail;

(II) if the relevant operating income of the subject matter of the transaction (e.g. equity) in the latest accounting year accounts for more than 10% of the audited operating income of the Company in the latest accounting year, and the absolute amount exceeds RMB10 million;

(III) if the relevant net profit of the subject matter of the transaction (e.g. 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 the absolute amount exceeds RMB1 million;

(IV) if the transaction amount (including assumed debts and expenses) of the transaction accounts for more than 10% of the Company’s latest audited net assets, and the absolute amount exceeds RMB10 million;

(V) if the profits arising from the transaction account for more than 10% of the audited net profit of the Company in the latest accounting year, and the absolute amount exceeds RMB1 million;

(VI) other circumstances required by securities regulatory rules of the place where the Company’s shares are listed.

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

The matters which require consideration of the general meeting shall be subsequently proposed for the consideration of the general meeting after the consideration of the Board. The Chairman shall be authorized by the Board to consider matters which do not meet any of the criteria above.

Should matters within the scope of the Board’s decision-making authority, as stipulated in this Article, be required to be submitted to and approved by the shareholders’ general meeting pursuant to laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed, and the requirements of regulatory authorities, the relevant provisions shall apply.

Article 112 The Board shall have a chairman and may have a vice chairman, both of whom shall be elected by the Board by a majority of all directors.

Article 113 The Chairman of the Board shall exercise the following functions and powers:

(I) to preside over the general meetings and to convene and preside over the meetings of the Board;

(II) to supervise and check the implementation of the resolutions of the Board;

(III) other functions and powers delegated by the Board.

Article 114 The vice-chairman of the Company shall assist the Chairman of the Board, and if the Chairman of the Board is unable to perform his/her duties or fails to perform his/her duties, the vice-chairman shall perform his/her duties; if the vice-chairman of the Board is unable to perform his/her duties or fails to perform his/her duties, the majority of the directors shall jointly elect a director to perform his/her duties.

Article 115 Meetings of the Board should be held at least twice every year and convened by the Chairman. Notice of the meeting in writing should be served on all of the directors and supervisors ten days before the date of the meeting.

The Company shall convene the special meeting of independent directors on a regular or irregular basis. The special meeting of independent directors shall be convened and presided over by an independent director jointly elected by a majority of the independent directors. The Company shall facilitate and support the convening of special meetings of independent directors. The following matters shall be considered at the special meetings of independent directors:

(I) connected transactions that shall be disclosed;
(II) programs of the Company and related parties to change or waive commitments;
(III) decisions made and measures taken by the Board of Directors of the acquired listed company in respect of the acquisition;
(IV) appoint intermediaries independently to audit, consult or verify specific matters of the Company;
(V) make proposals to the Board for holding an interim shareholders' general meeting;
(VI) make proposals to hold Board meetings;
(VII) other matters prescribed by the laws, regulations, the securities regulatory rules of the place where the Company's shares are listed and the Articles of Association.

The special meetings of independent directors consider matters under the items (I) to (III) and (VII) above, shall obtain the approval of a majority of all independent directors and submit to the Board of Directors for consideration.

Article 116 An interim Board meeting may be convened upon the proposal of shareholders representing more than one tenth of the voting rights, more than one third of the directors or the Board of Supervisors. Chairman of the Board of Directors shall convene and chair the board meeting within 10 days after receiving such proposal.

Article 117 An interim Board meeting shall be convened by notifying all directors by hand delivery, fax, post or online means (including email and the information office system of the Company) 3 days prior to the meeting.

If there are special circumstances that require the Board to make an immediate resolution, the convening of an interim meeting for the purpose of the Company's interests may be exempted from the restrictions on the manner of notification and the time limit for notification set forth in the preceding paragraph.

Article 118 The notice of the Board meeting shall include the following:

(I) date and place of the meeting;
(II) duration of the meeting;

(III) subject matter and issues;
(IV) date of the notification.

Article 119 A meeting of the Board shall be held with the attendance of a majority of the directors. Resolutions made by the Board shall be passed by a majority of all directors, unless otherwise provided for in stricter provisions of laws, regulations, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

Voting on resolutions of the Board shall be by one person, one vote.

Article 120 If a director has a relationship with an enterprise involved in a matter resolved at a meeting of the Board, the director shall not exercise his/her voting rights on the resolution, nor shall he/she act as a proxy for any other director in exercising his/her voting rights. The meeting of the Board shall be held when a majority of the unrelated directors are present, and the resolutions of the Board meeting shall be passed by a majority of the unrelated directors. If the number of unrelated directors present at a Board meeting is less than three, the matter shall be submitted to the general meeting for consideration. If there are additional restrictions imposed by laws and regulations or the securities regulatory rules of the place where the Company’s shares are listed on the participation of directors in the Board’s meetings and voting, the provisions shall prevail accordingly.

Article 121 Board resolutions are voted on by open ballot or other means such as a show of hands.

Interim meetings of the Board may be conducted and resolutions may be made by telephone, fax and e-mail and signed by the participating directors on the premise of safeguarding the full expression of opinions by the directors.

Directors shall sign the Board’s resolutions and be responsible for the resolutions of the Board. If a board resolution violates laws, regulations, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association and causes the Company to suffer losses, the director who participated in the resolution shall be liable to the Company for compensation. However, the director may be exempted from liability if it is proved that he/she has expressed his/her dissent during the voting and recorded it in the minutes of the meeting.

Article 122 At meetings of the Board, the directors shall attend in person; if a director is unable to attend for any reason, he/she may delegate in writing to another director to attend on his/her behalf, and the letter of proxy shall contain the name of the proxy, the matters to be represented, the scope of the authorization and the validity period, and shall be signed or stamped by the principal. The director attending the meeting on behalf of another director shall exercise the rights of a director within the scope of authorization. A director who fails to attend a meeting of the Board and fails to appoint a proxy to attend the meeting shall be deemed to have waived his/her right to vote at that meeting.

Independent directors shall attend meetings of the Board in person. When an independent director is unable to attend in person for any reason, he/she shall review the meeting materials in advance, form a clear opinion, and authorize another independent director in writing to attend the meeting on his/her behalf. If an independent director fails to attend two consecutive meetings of the Board in person and fails to authorize another independent director to attend as his/her proxy, the Board shall propose to convene a shareholders’ general meeting to remove such independent director within 30 days of the occurrence of such fact.

Article 123 Minutes of meetings of the Board and its special committees and special meetings of independent directors shall be prepared in accordance with regulations. The minutes of meetings should be true, accurate and complete, and fully reflect the opinions of attendees on the matters considered. The directors, secretary to the Board and record-keeper present at the meetings shall sign the minutes of meetings for confirmation.

The minutes of the Board’s meetings are kept as company records for a period of not less than 10 years.

Article 124 The minutes of the Board meetings shall include the following:

(I) date and place of the meeting and the name of the convenor;

(II) names of the directors present and the names of the directors (proxies) who have been delegated to attend the Board;

(III) agenda of the meeting;

(IV) speaking points of directors;

(V) manner and result of voting on each resolution (the result of the voting shall indicate the number of votes in favor, against or abstentions).

CHAPTER VI GENERAL MANAGER AND OTHER SENIOR MANAGEMENT

Article 125 The Company shall have one general manager, who shall be appointed or dismissed by the Board of Directors.

The Company may appoint several deputy general managers, who shall be appointed or dismissed by the Board of Directors.

The Company’s general manager, deputy general manager, financial officer, and secretary to the Board of Directors are senior management of the Company.

Article 126 The provisions of Article 96 on the circumstances under which a person should not serve as a director shall also apply to senior management.

The provisions of Article 98 concerning the duty of loyalty of directors and paragraphs (IV) to (VI) of Article 99 concerning the duty of diligence shall also apply to senior management.

Article 127 Persons holding positions other than directors in the Company’s controlling shareholder and de facto controller entities shall not serve as senior management of the Company. Senior management members of the Company are remunerated only by the Company and are not remunerated by the controlling shareholder.

Article 128 The term of office of the general manager shall be three years and may be re-appointed.

Article 129 The general manager shall be accountable to the Board of Directors and exercise the following functions and powers:

(I) to lead the Company’s production, operation and management, organize the implementation of the resolutions of the Board of Directors, and report to the Board of Directors;

(II) to organize the implementation of the Company’s annual operation plan and investment proposal;

(III) to prepare the plan for the establishment of the Company’s internal management structure;

(IV) to prepare the basic management system of the Company;

(V) to formulate the specific rules and regulations of the Company;

(VI) to propose to the Board of Directors the appointment or dismissal of the Company’s deputy general manager and financial officer;

(VII) to decide on the appointment or dismissal of responsible management personnel other than those required to be appointed or dismissed by the Board of Directors;

(VIII) other functions and powers authorized by the Articles of Association or the Board of Directors.

The general manager shall attend the Board meetings as non-voting attendee.

Article 130 The general manager shall draw up rules for the work of the general manager and submit them to the Board for approval before implementation.

Article 131 The working rules of the general manager shall include the following:

(I) conditions and procedures for convening meetings of the general manager and the persons participating therein;

(II) specific responsibilities of the general manager and other senior managers and their division of labor;

(III) the use of the Company’s funds and assets, the authority to enter into major contracts, and the reporting system to the Board and the Board of Supervisors;

(IV) other matters as the Board may deem necessary.

Article 132 The general manager may resign before the expiry of his/her term of office. The specific procedures and methods relating to the resignation of the general manager are set out in the labor contract between the general manager and the Company.

Article 133 The deputy general managers shall be nominated by the general manager and the Board shall decide the appointment, and the deputy general managers shall assist the general manager in carrying out his/her work.

Article 134 The Company shall have a secretary of the Board, who shall be responsible for the preparation of the Company’s general meetings and Board meetings, the custody of documents, as well as the management of shareholder information, and the handling of information disclosure affairs.

The secretary of the Board shall comply with the laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed and relevant provisions of the Articles of Association.

Article 135 Senior management shall be liable for damages caused to the Company if they violate laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed or the provisions of the Articles of Association in the course of performing their duties for the Company.

Article 136 Senior management of the Company shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders. Senior management of the Company shall be liable for compensation in accordance with the law for any damage caused to the interests of the Company and public shareholders as a result of their failure to perform their duties faithfully or their breach of the duty of good faith.

CHAPTER VII BOARD OF SUPERVISORS

Section 1 Supervisors

Article 137 Article 96 of the Articles of Association regarding the circumstances under which a person may not serve as a director shall also apply to supervisors.

Directors, general manager and other senior management shall not act as supervisors concurrently.

Article 138 Supervisors shall comply with the laws, administrative regulations and the Articles of Association, and shall owe a duty of loyalty and diligence to the Company, and shall not use their positions to accept bribes or other illegal income, or misappropriation of the Company’s property.

Article 139 The term of office of the supervisor is three years for each session. Upon expiry of the term, the supervisor may be re-appointed upon re-election.

Article 140 In the event that a supervisor is not re-elected in a timely manner upon the expiry of his/her term of office, or if a supervisor resigns during his/her term of office, resulting in the Board of Supervisors falling below a quorum, the original supervisor shall still be required to perform his/her duties as a supervisor in accordance with the laws, administrative regulations and the Articles of Association until the re-elected supervisor assumes his/her office.

Article 141 Supervisors shall ensure that the information disclosed by the Company is true, accurate and complete, and shall sign a written confirmation of the periodic report.

Article 142 Supervisors may attend the meetings of the Board as non-voting attendees and raise inquiries or make recommendations on matters resolved by the Board.

Article 143 Supervisors shall not take advantage of their affiliation to harm the interests of the Company and shall be liable for compensation if they cause losses to the Company.

Article 144 Supervisors who violate the provisions of laws, administrative regulations, departmental rules or the Articles of Association in the performance of their duties with the Company and cause losses to the Company shall be liable for compensation.

Section 2 Board of Supervisors

Article 145 The Company shall have one Board of Supervisors. The Board of Supervisors shall be composed of three supervisors, and shall have a chairman. The Chairman of the Board of Supervisors shall be elected by more than half of all the supervisors. The Chairman of the Board of Supervisors shall convene and preside over the meeting of the Board of Supervisors; where the Chairman of the Board of Supervisors is unable to or fails to perform his duties, a supervisor shall be chosen by more than half of all the supervisors to convene and preside over the meeting of the Board of Supervisors.

The Board of Supervisors shall include 2 shareholder representatives and one employee representative of the Company. The employee representatives in the Board of Supervisors shall be elected by the Company's employees through the employee representatives' meeting, employee meeting or other democratic forms. Other candidates for supervisors shall be nominated by shareholders who individually or collectively hold more than 1% of the Company's shares in accordance with Article 84 of the Articles of Association.

Article 146 The Board of Supervisors shall exercise the following functions and powers:

(I) to review the Company's regular reports prepared by the Board of Directors and provide written review opinions;

(II) to examine the Company's financial affairs;

(III) to supervise the conduct of directors and senior management in performing their duties for the Company, and propose the dismissal of directors and senior management who have violated laws, administrative regulations, the Articles of Association, or resolutions of the shareholders' general meetings;

(IV) to require directors and senior management to rectify their acts when they are detrimental to the interests of the Company;

(V) to propose to convene an interim shareholders' general meeting, and to convene and preside over the shareholders' general meeting when the Board of Directors fails to perform the duties of convening and presiding over the shareholders' general meeting under the Company Law;

(VI) to submit proposals to the shareholders' general meeting;

(VII) to file lawsuits against the directors and senior management in accordance with Article 151 of the Company Law;

(VIII) to investigate any irregularities in the operations of the Company; if necessary, may engage accounting firms, law firms and other professional institutions to assist in the work, with expenses to be borne by the Company.

Article 147 The Board of Supervisors shall meet at least once every six months. Supervisors may propose the convening of an interim meeting of the Board of Supervisors.

Resolutions of the Board of Supervisors shall be adopted by more than half of the supervisors.

Article 148 The Board of Supervisors shall formulate the rules of procedure of the Board of Supervisors and specify the manner of proceedings and voting procedures of the Board of Supervisors in order to ensure the efficiency of the Board of Supervisors' work and scientific decision-making. The rules of procedure of the Board of Supervisors shall be annexed to the Articles of Association, drawn up by the Board of Supervisors and submitted to the general meeting for approval.

Article 149 The Board of Supervisors shall make minutes of its decisions on the agenda under consideration, which shall be signed by the supervisors present at the meeting.

Supervisors have the right to request that some kind of descriptive entry be made in the minutes of their statements at the meeting. The minutes of meetings of the Board of Supervisors shall be kept as company records for at least 10 years.

Article 150 The notice of the meeting of the Board of Supervisors shall include the following:

(I) date, place and duration of the meeting;
(II) subject matter and agenda;
(III) date of the notification.

CHAPTER VIII FINANCIAL AND ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT

Section 1 Financial and Accounting System

Article 151 The Company shall formulate its financial and accounting systems in accordance with laws, administrative regulations and the regulations of relevant state departments.

Article 152 The Company shall report and disclose its annual report to the CSRC and the stock exchange(s) where the shares are listed within 4 months from the ending date of each fiscal year, and report and disclose its interim report to the delegated authority of the CSRC and the stock exchange(s) where the shares are listed within 2 months from the end of the first half of each fiscal year.

The aforementioned annual reports and interim reports shall be prepared in accordance with relevant laws, administrative regulations, the requirements of the CSRC and the stock exchange(s) where the shares are listed.

Article 153 The Company does not maintain separate accounting books other than the statutory ones. The assets of the Company are not stored in accounts opened in the name of any individual.

Article 154 When distributing profits after taxation of the year, the Company shall set aside 10% of its profits for the Company’s statutory reserve until the fund has reached 50% or more of the Company’s registered capital.

When the Company’s statutory reserve is not sufficient to make up for the losses for the previous years, the profits of the current year shall first be used to cover the losses before any allocation is set aside for the statutory reserve pursuant to the preceding provision.

After making allocations to the statutory reserve from its profits after taxation, the Company may, upon passing a resolution at a shareholders’ general meeting, make further allocations from its profits after taxation to the discretionary reserve.

After the Company covers its losses and makes allocations to its reserve, the remaining profits after taxation, upon approval by a resolution at a shareholders’ general meeting, shall be distributed in proportion to the number of shares held by the shareholders, except for those which are not distributed in a proportionate manner as provided by the Articles of Association.

Profits distributed to shareholders by a shareholders’ general meeting before losses are covered and allocations are made to the statutory reserve in violation of the preceding requirements must be returned to the Company.

The Company shall not distribute any profits in respect of the shares held by it.

The Company is required to appoint one or more receiving agent(s) in Hong Kong for shareholders of H shares. The receiving agent(s) shall receive and hold on behalf of such shareholders of H shares any dividends allocated to H shares and other amounts payable by the Company, and transmit such payments to such shareholders of H shares. The receiving agent(s) appointed by the Company shall satisfy the requirements under the laws and regulations and the securities regulatory rules of the place where the Company’s shares are listed.

Article 155 The reserve of the Company shall be applied to making up for the Company’s losses, expanding its business operations or increasing its capital. The capital reserve, however, shall not be used to make up for the Company’s losses.

Upon the conversion of statutory reserve into capital, the balance of the statutory reserve shall not be less than 25% of the registered capital of the Company before such conversion.

Article 156 After the resolution on the profit distribution plan was passed at the Company’s general meeting, the Board of the Company shall complete the distribution of dividends (or bonus shares) within two months after convening the shareholders’ general meeting. If the specific plan cannot be implemented within two months due to the requirements of the laws and regulations and the securities regulatory rules of the place where the Company’s shares are listed, the implementation date of the specific plan may be adjusted accordingly in accordance with such regulations and the actual situation.

Article 157 The Company’s profit distribution policy is as follows:

(I) Principles of profit distribution:

The Company shall implement a continuous and stable profit distribution policy, and the profit distribution of the Company shall emphasize the reasonable investment return of investors and take into account the actual operation and sustainable development of the Company in the current year.

(II) Forms of profit distribution:

The Company may distribute profits by means of cash dividends, stock dividends, a combination of cash dividends and stock dividends, or other methods permitted by laws and regulations. Among the methods of profit distribution, cash dividends take precedence over stock dividends. Where the conditions for cash dividends exist, cash dividends shall be used for profit distribution. If stock dividends are used for profit distribution, there shall be real and reasonable factors such as the growth of the Company and the dilution of net assets per share.

(III) Conditions and proportion of profit distribution:

On the premise that the Company’s profit and accumulated undistributed profit for the year are positive and can ensure the Company’s continued operation and long-term development, if the Company does not have any significant capital expenditure arrangements, the Company shall give priority to distributing profits by way of cash dividends, and the Company’s annual profit distributed by way of cash dividends shall not be less than 15% of the distributable profit realized in the same year. The Company’s cumulative profit distributed by means of cash dividends over the last three years shall not be less than 30% of the average annual distributable profit realized over the last three years. The Board shall propose the dividend distribution ratio for each year based on the Company’s annual profit performance and future capital utilization plan. The Company may make interim cash distributions according to its profit situation.

Significant financial expenditure means one of the following:

(1) The Company’s proposed cumulative expenditure on foreign investment, acquisition of assets or purchase of equipment within the next twelve months reaches or exceeds 30% of the Company’s latest audited net assets and exceeds RMB30 million;

(2) The Company’s proposed cumulative expenditure on foreign investment, acquisition of assets or purchase of equipment within the next twelve months reaches or exceeds 20% of the Company’s latest audited total assets;

(3) Other circumstances as stipulated by the CSRC, or the stock exchange where the Company’s share are listed.

In the event that the Company’s operating conditions are favorable and the Board is of the opinion that the Company’s earnings per share and share price do not match the Company’s share capital size and share capital structure, the Company may distribute profits by way of stock dividends on the premise of meeting the cash dividend ratio mentioned above. In determining the specific amount of profit to be distributed in the form of shares, the Company shall give full consideration to whether the total share capital after the distribution of profit in the form of shares is compatible with the Company’s current scale of operation and rate of growth of earnings, and consider the impact on the cost of debt financing in the future, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
The Board of the Company shall, taking into account the characteristics of the industry in which it operates, its stage of development, its own mode of operation, profitability, and whether it has any significant capital expenditure arrangements, distinguish between the following circumstances and propose a differentiated cash dividend policy in accordance with the procedures set out in the Articles of Association:

(1) If the Company’s stage of development is mature and there are no arrangements for significant capital expenditure, when profit distribution is carried out, cash dividends shall account for a minimum of 80% of the current profit distribution;

(2) If the Company’s stage of development is mature and there are arrangements for significant capital expenditure, when profit distribution is made, cash dividends shall account for a minimum of 40% of the current profit distribution;

(3) If the stage of development of the Company is a growth period and there are arrangements for significant capital expenditure or if the stage of development of the Company is not easily distinguishable but there are arrangements for significant capital expenditure, when profit distribution is carried out, cash dividends shall account for a minimum of 20% of the current profit distribution.

(IV) The procedure to be followed for consideration of the distribution of profits:

The profit distribution proposal shall be considered and approved by the Board and the Board of Supervisors of the Company respectively before it is submitted to the shareholders’ general meeting for consideration. When the Board considers the profit distribution proposal, it shall be approved by a majority of all directors. When the Board of Supervisors considers the profit distribution proposal, it shall be approved by a majority of the votes of all supervisors.
When the shareholders’ general meeting considers a profit distribution plan, it shall be approved by a majority of the votes held by the shareholders (including shareholders’ proxies) present at the shareholders’ general meeting. If the shareholders’ general meeting is to consider a proposal for the payment of stock dividends or capitalization of capital by way of reserve, the proposal shall be approved by two-thirds or more of the votes held by the shareholders (including shareholders’ proxies) present at the shareholders’ general meeting. When voting at a shareholders’ general meeting, shareholders shall be provided with the means of internet voting.

After the shareholders' general meeting of the Company has resolved on the profit distribution plan, the Board of the Company shall complete the dividend distribution within two months after the shareholders' general meeting. If the specific plan cannot be implemented within 2 months due to the laws and regulations and the securities regulatory rules of the place where the Company's share certificates are listed, the implementation date of the specific plan may be adjusted accordingly in accordance with such regulations and the actual situation.

(V) When the Company intends to distribute profits, it shall study and justify the profit distribution plan in accordance with the following decision-making procedures and mechanisms:

Prior to the publication of regular reports, the Board of the Company shall, under the premise of giving full consideration to the Company's ability to continue operation, ensuring the funds required for normal operation and development of production and attaching importance to the reasonable return of investment to investors, study and justify the profit distribution proposal.
When the Board of the Company formulates a specific profit distribution proposal, it shall comply with the profit distribution policy stipulated in laws, regulations and the Articles of Association; the profit distribution proposal shall contain an explanation of the arrangements or principles of the plan for the use of the retained undistributed profits of the year.
The Board of the Company shall consider and announce the profit distribution proposal in the regular report and submit it to the shareholders' general meeting for approval; if the Board of the Company fails to make a cash profit distribution proposal, it shall seek the opinions of external supervisors, and disclose the reasons therefor in the regular report.
The Board, the Board of Supervisors and the shareholders' general meeting shall give full consideration to the opinions of external supervisors and public investors in the relevant decision-making and argumentation process.

(VI) Procedures for adjusting the profit distribution policy:

If the Company needs to adjust its profit distribution policy due to significant changes in the external operating environment or its own operating conditions, the adjusted profit distribution policy shall not violate the relevant regulations of the CSRC and the stock exchange where the Company's shares are listed.

"Significant changes in the external operating environment or its own operating conditions" means one of the following situations:

(1) significant changes in laws and regulations enacted by the state and in industry policies, not due to the Company's own reasons, resulting in the Company's operating losses;

(2) the occurrence of force majeure factors such as earthquakes, typhoons, floods, wars and other unforeseen, unavoidable and insurmountable factors that have a significant adverse impact on the Company's production and operations, resulting in the Company's operating losses;

(3) after the Company's statutory reserve has made up for the losses of previous years, the Company's net profit realized for the year is still insufficient to make up for the losses of previous years;

(4) other matters as stipulated by the CSRC and the stock exchange where the Company's shares are listed.

The Board of the Company shall give full consideration to the opinions of the Board of Supervisors and public investors in the process of adjusting the profit distribution policy. When the Board considers the adjustment of the profit distribution policy, it shall be agreed by a majority of the votes of all directors; when the Board of Supervisors considers the adjustment of the profit distribution policy, it shall be agreed by a majority of the votes of all supervisors.
Adjustments to the profit distribution policy shall be considered and approved by the Board and the Board of Supervisors respectively before they are submitted to the shareholders' general meeting for consideration. The Company shall take the protection of shareholders' rights and interests as the starting point and justify and explain the reasons in detail in the proposal for the shareholders' general meeting. When the shareholders' general meeting considers the adjustment of the profit distribution policy, it shall be approved by two-thirds or more of the voting rights held by the shareholders present at the meeting.

(VII) The Company shall disclose in detail the formulation and implementation of its cash dividend policy in its annual report and provide special explanations on the following matters:

Whether it complies with the provisions of the Articles of Association or the requirements of the resolution of the shareholders' general meeting;
Whether the criteria and proportion of dividends are clear and unambiguous;
Whether the relevant decision-making procedures and mechanisms are complete;
Whether minority shareholders have adequate opportunities to express their views and demands, and whether the legitimate rights and interests of minority shareholders are adequately protected, and so on.

If the cash dividend policy is adjusted or changed, a detailed explanation shall also be provided as to whether the conditions and procedures for adjustment or change are compliant and transparent.

(VIII) Development cycle and adjustment mechanism for shareholder return plan

The Company shall formulate a shareholder return plan on a three-year cycle. On the basis of summarizing the implementation of the shareholders' return plan for the previous three years, the Company shall take into full consideration the various factors faced by the Company and the views of shareholders (in particular minority shareholders) and supervisors to determine whether it is necessary to adjust the Company's profit distribution policy and the shareholders' return plan for the next three years.
In the event of force majeure such as war or natural disasters, or if the external operating environment of the Company undergoes significant changes and has a significant impact on the production and operation of the Company, or if the Company's own operating conditions undergo significant changes, or if the current specific shareholder return plan affects the sustainable operation of the Company and there is a genuine need to make adjustments to the shareholder return plan, the Company may formulate a new shareholder return plan in accordance with the basic principles of profit distribution as determined in this Article.

Section 2 Internal Audit

Article 158 The Company shall implement an internal audit system, where dedicated auditing staff carry out the internal audit and supervision over the financial revenue and expenditure and the economic activities of the Company.

Article 159 The internal audit system of the Company and the duties of its auditors shall be implemented after being approved by the Board. The person in charge of auditing shall be accountable to and report to the Board.

Section 3 Appointment of an Accounting Firm

Article 160 The Company shall engage an accounting firm which is qualified under the Securities Law, and securities regulatory rules of the place where the Company's shares are listed, to perform audits of accounting statements, verify net assets and provide other relevant consulting services. The term of such engagement is 1 year and can be renewed.

Article 161 The engagement of an accounting firm by the Company shall be determined at the shareholders' general meeting, and the Board of Directors shall not engage an accounting firm before any decision is made at the shareholders' general meeting.

Article 162 The Company shall ensure to provide true and complete accounting vouchers, accounting books, financial and accounting reports and other accounting data to the accounting firm it engages, without any refusal, withholding or misrepresentation.

Article 163 The audit fee of the accounting firm shall be determined by the shareholders' general meeting.

Article 164 A 15-day prior notice shall be given to the accounting firm if the Company decides to dismiss such accounting firm or not to renew the engagement thereof. The accounting firm is allowed to make representations when the shareholders' general meeting of the Company conducts a vote on the dismissal of the accounting firm.

Where the accounting firm resigns, it shall make clear to the shareholders' general meeting whether there has been any impropriety on the part of the Company.

CHAPTER IX NOTICES AND ANNOUNCEMENTS

Article 165 Notices of the Company shall be issued by the following means:

(I) by personal delivery;
(II) by post, facsimile or e-mail;
(III) by announcements;
(IV) by any other means as permitted by the Articles of Association.

Regarding the requirements for the manners of provision and/or distribution of the corporate communication to H shareholders under the securities regulatory rules of the place where the shares are listed, the Company may, subject to the securities regulatory rules of the place where the Company's shares are listed, also issue or provide the corporate communication to H shareholders by electronic means or publication on the website of the Company or on the website of the stock exchange where the Company's shares are listed.

Article 166 Where the Company's notice is delivered by personal delivery, a recipient shall sign (or affix a seal on) the acknowledgement of receipt, and the date of receipt is the date on which the recipient signs such acknowledgement of receipt. Where the Company's notice is delivered by post, the date of receipt is the 3rd business day after the date of posting at the post office. Notices sent by facsimile shall be deemed served on the date indicated on the successful transmission receipt; notices sent by e-mail shall be deemed served on the date indicated on the successful transmission receipt; notices sent by way of announcement shall be deemed to have been received by all relevant parties after the publication of such announcement; and notices sent by any other means as permitted by the Articles of Association shall have their service dates determined in accordance with the laws and regulations, the securities regulatory rules of the place where the Company's shares are listed, and the Articles of Association.

Article 167 The meetings and the resolutions of the meetings shall not be null and void even if the notice of the meeting fails to be delivered to or received by any person entitled to receive such notice due to accidental omission.

Article 168 The Company shall publish the Company's announcements and other information required to be disclosed in the newspapers, websites and other media designated by the securities regulatory authorities and the stock exchange(s) of the place where the Company's shares are listed.

Unless the context otherwise requires, for announcements issued to A shareholders or those required to be issued within the territory of China pursuant to relevant regulations and the Articles of Association, such announcements shall be published on the website of the Shenzhen Stock Exchange and in media meeting the conditions prescribed by the CSRC; for announcements issued to H shareholders or those required to be issued in Hong Kong pursuant to relevant regulations and the Articles of Association, such announcements must be published on the Company's website, the Hong Kong Stock Exchange website, and any other websites as may be specified from time to time under the Hong Kong Listing Rules, in accordance with the relevant requirements of the Hong Kong Listing Rules.

CHAPTER X MERGER, DIVISION, INCREASE AND REDUCTION OF CAPITAL, DISSOLUTION AND LIQUIDATION

Section 1 Merger, Division, Increase and Reduction of Capital

Article 169 The merger of the Company may take the form of either merger by absorption or merger by new establishment.

The absorption by one company of another company constitutes a merger by absorption, in which case the absorbed company shall be dissolved. A merger by new establishment means that two or more companies are merged to establish a new company, and the parties to the merger are dissolved.

Article 170 If the Company is involved in a merger, the parties to the merger shall enter into a merger agreement, and shall prepare a balance sheet and a property list. The Company shall notify its creditors within 10 days as of the date of the resolution for the merger and shall publish an announcement on the designated newspapers and websites within 30 days as of the date of such resolution. A creditor may within 30 days as of receipt of the notice or, in case where he/she fails to receive such notice within 45 days of the date of the announcement, demand the Company to repay its debts or provide guarantees for such debts.

Article 171 When the Company is merged, the claims and debts of each party to the merger shall be succeeded by the company surviving the merger or the new company established subsequent to the merger.

Article 172 Where there is a division of the Company, its assets shall be divided accordingly.

Where there is a division of the Company, a balance sheet and property list shall be prepared. The Company shall notify its creditors within 10 days as of the date of the resolution for the division and shall publish an announcement on the designated newspapers and websites within 30 days as of the date of such resolution.

Article 173 Unless a written agreement has been entered into, before the division, by the Company and its creditors in relation to the repayment of debts, debts of the Company prior to the division shall be jointly assumed by the surviving companies after the division.

Article 174 Where the Company needs to reduce its registered capital, it must prepare a balance sheet and property list.

The Company shall notify its creditors within 10 days as of the date of the resolution for the reduction of its registered capital and shall publish an announcement on the designated newspapers and websites within 30 days as of the date of such resolution. A creditor may within 30 days as of receipt of the notice or, in case where he/she fails to receive such notice within 45 days of the date of the announcement, demand the Company to repay its debts or provide guarantees for such debts.

The registered capital of the Company after the reduction shall not be less than the statutory minimum amount.

Article 175 Where there is a merger or division of the Company, the Company shall, in accordance with the laws, apply for a change in its registration with the company registration authority for any changes of its registered information caused thereby. Where the Company is dissolved, the Company shall apply for cancellation of its registration in accordance with the laws. Where a new company is established, the Company shall apply for registration of incorporation in accordance with the laws.

If the Company increases or reduces its registered capital, it shall register the change with the company registration authority in accordance with the law.

Section 2 Dissolution and Liquidation

Article 176 The Company shall be dissolved upon the occurrence of any of the following events:

(I) expiry of the term of business provided in the Articles of Association or other causes of dissolution as specified therein;

(II) a resolution on dissolution is passed by the shareholders’ general meeting;

(III) dissolution is required due to the merger or division of the Company;

(IV) the business license is revoked, or the Company is ordered to close down or dissolved in accordance with the laws;

(V) the Company suffers significant hardships in operation and management that cannot be resolved through other means, and its continuation may cause substantial loss in shareholders’ interests, shareholders holding 10% or above of the total voting rights (excluding voting rights of the treasury shares) of the Company may plead the people’s court to dissolve the Company.

Article 177 If the event (I) of Article 176 of the Articles of Association occurs, the Company may continue to exist by amending the Articles of Association.

Amendments to the Articles of Association pursuant to the preceding paragraph shall be subject to the approval of shareholders holding two-thirds or above of the voting rights present at the shareholders’ general meetings.

Article 178 Where the Company is dissolved pursuant to sub-paragraphs (I), (II), (IV) or (V) of Article 176 of the Articles of Association, it shall establish a liquidation committee within 15 days as of the dissolution circumstance arises, and the liquidation shall be started. The liquidation committee shall be composed of directors or persons determined by the shareholders’ general meeting. If the liquidation committee is not established to conduct liquidation within the prescribed time limit, the creditors may apply to the people’s court to designate relevant personnel to form a liquidation committee to conduct liquidation.

Article 179 The liquidation committee shall exercise the following functions and powers during the liquidation period:

(I) to liquidate the Company's assets and prepare a balance sheet and an inventory list for assets;

(II) to notify creditors and publish an announcement;

(III) to handle outstanding businesses of the Company related to liquidation;

(IV) to settle all taxes in arrears and taxes arising in the course of liquidation;

(V) to liquidate creditor's rights and debts;

(VI) to deal with the Company's remaining assets after the debts are paid off;

(VII) to conduct civil lawsuits on behalf of the Company.

Article 180 As of the date of its establishment, the liquidation committee shall notify the creditors within 10 days and make a public announcement on the designated newspapers and websites within 60 days. Creditors shall, within 30 days as of receipt of the notice or, in case where he/she fails to receive such notice, within 45 days as of the date of the announcement, declare their claims to the liquidation committee.

Creditors shall provide explanations and evidence for their claims upon their declarations of such claims. The liquidation committee shall record the creditors' claims.

The liquidation committee shall not pay off any debts to any creditors during the period of credit declaration.

Article 181 After checking the assets of the Company and preparing a balance sheet and property list, the liquidation committee shall formulate a liquidation plan for confirmation by the shareholders' general meeting or the people's court.

The remaining assets of the Company shall be used in the following order to make payment for liquidation expenses, wages, social insurance premiums and statutory compensation of staff, taxes and debts of the Company, which shall be distributed to the shareholders in proportion to their shareholdings.

During the liquidation period, the Company shall continue to exist but cannot carry out any business activities unrelated to liquidation. The assets of the Company shall not be distributed to the shareholders until the settlement of debts in accordance with the preceding paragraph.

Article 182 If the liquidation committee, after checking the assets of the Company and preparing a balance sheet and property list, finds that the assets of the Company are insufficient to pay off its debts, it shall file an application to the people's court for a declaration of bankruptcy in accordance with the laws.

Upon the declaration of bankruptcy of the Company by the people's court, the liquidation committee shall hand over the liquidation matters to the people's court.

Article 183 Upon completion of the liquidation of the Company, the liquidation committee shall prepare a liquidation report and submit the report to the shareholders' general meeting or the people's court for confirmation, and submit the report to the company registration authority to apply for the deregistration of the Company, and announce the termination of the Company.

Article 184 Members of the liquidation committee shall be faithful to their duties and perform their liquidation obligations in accordance with the law.

Members of the liquidation committee shall not accept bribes or other unlawful income by virtue of their position, nor shall they misappropriate company assets.

Members of the liquidation committee who cause loss to the Company or its creditors through willful misconduct or gross negligence shall bear liability for compensation.

Article 185 If the Company is declared bankrupt by law, it shall carry out bankruptcy liquidation in accordance with the laws relating to corporate bankruptcy.

CHAPTER XI AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 186 The Company shall amend the Articles of Association in any of the following circumstances:

(I) after amendments are made to the Company Law or relevant laws, administrative regulations and securities regulatory rules of the place where the shares of the Company are listed, any term contained in the Articles of Association become inconsistent with the said amendments;

(II) if certain changes of the Company occur resulting in inconsistency with certain terms specified in the Articles of Association;

(III) the shareholders' general meeting has resolved to amend the Articles of Association.

Article 187 Where the amendments to the Articles of Association passed by resolutions of the shareholders' general meetings require approval of the competent authorities, the amendments shall be submitted to the relevant authorities for approval. Where the amendments involve registration matters of the Company, the changes involved shall be registered in accordance with the laws.

Article 188 The Board shall amend the Articles of Association in accordance with the resolutions of the shareholders' general meeting and the approval opinions of relevant competent authorities.

Article 189 If the matters concerning the amendment to the Articles of Association constitute information required to be disclosed under laws and regulations, an announcement shall be made in accordance with provisions.

CHAPTER XII SUPPLEMENTARY PROVISIONS

Article 190 Definitions:

(I) Controlling shareholders refer to shareholders whose shares account for more than 50% of the total share capital of the Company; or shareholders who hold less than 50% but whose voting rights, by virtue of the shares held, are sufficient to have a material influence on the resolutions of the shareholders' general meeting; or shareholders classified as controlling shareholders under laws, regulations, normative documents and the securities regulatory rules of the place where the Company's shares are listed.

(II) De facto controller refers to an individual recognized under the Company Law of the People's Republic of China and other laws, regulations and normative documents as having the ability to actually dominate the Company's behavior.

(III) Related (connected) relationship refers to the relationship between controlling shareholders, de facto controllers, directors, supervisors and senior management of the Company and the enterprises they directly or indirectly control, as well as other relationships that may lead to the transfer of interests of the Company. However, enterprises controlled by the State are related to each other not only because they are also controlled by the State. The term "related (connected) transaction" in the Articles of Association includes "connected transaction" as defined in the Hong Kong Listing Rules; "related (connected) party" includes "connected person" as defined in the Hong Kong Listing Rules; and "related (connected) relationship" includes "connected relationship" as defined in the Hong Kong Listing Rules.

(IV) "Accounting firm" in the Articles of Association shall have the meaning consistent with that of "auditor" in the Hong Kong Listing Rules, and "independent director" shall have the meaning consistent with that of "independent non-executive director" in the Hong Kong Listing Rules. Independent directors shall also comply with other requirements regarding independence as stipulated under the Hong Kong Listing Rules and the securities regulatory rules of the place where the Company's shares are listed.

Article 191 The Board may make by-laws in accordance with the provisions of the Articles of Association. The by-laws shall not be inconsistent with the provisions of the Articles of Association.

Article 192 The Articles of Association is provided in Chinese. In case of discrepancies between any other languages or different versions of articles of association and the Articles of Association, the Chinese version of the Articles of Association after the latest approval and registration by the competent administration for industry and commerce shall prevail.

Article 193 For the purposes of the Articles of Association, the expressions "more than," "within," and "under" shall include the number indicated; the expressions "over," "beyond," "below," "less than," "exceed" do not include this number.

Article 194 The Articles of Association shall be interpreted by the Board of the Company.

Article 195 The annexes to the Articles of Association include the Rules of Procedure of the General Meeting, the Rules of Procedure of the Board of Directors and the Rules of Procedure of the Board of Supervisors.

Article 196 After being considered and approved by the shareholders' general meeting, the Articles of Association shall come into effect from the date on which the H Shares issued by the Company commence listing on the Hong Kong Stock Exchange.

AI assistant

Fibocom Wireless Inc. Governance Information 2025

49358_rns_2025-10-20_bf0c242b-b89a-4a49-801a-1d0e6ec902ae.pdf

ARTICLES OF ASSOCIATION

CONTENTS

CHAPTER I GENERAL PROVISIONS

CHAPTER II PURPOSE AND SCOPE OF BUSINESS

CHAPTER III SHARES

Section 1 Issuance of Shares

Section 3 Transfer of Shares

CHAPTER IV SHAREHOLDERS AND GENERAL MEETING

Section 1 Shareholders

Section 2 General Requirements of Shareholders' General Meeting

Section 4 Proposals and Notices of Shareholders' General Meeting

Section 5 Holding of Shareholders' General Meeting

Section 6 Voting and Resolutions at Shareholders’ General Meetings

CHAPTER V BOARD OF DIRECTORS

Section 1 Directors

Section 2 Board of Directors

CHAPTER VI GENERAL MANAGER AND OTHER SENIOR MANAGEMENT

CHAPTER VII BOARD OF SUPERVISORS

Section 1 Supervisors

Section 2 Board of Supervisors

CHAPTER VIII FINANCIAL AND ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT

Section 1 Financial and Accounting System

Section 2 Internal Audit

Section 3 Appointment of an Accounting Firm

CHAPTER IX NOTICES AND ANNOUNCEMENTS

CHAPTER X MERGER, DIVISION, INCREASE AND REDUCTION OF CAPITAL, DISSOLUTION AND LIQUIDATION

Section 1 Merger, Division, Increase and Reduction of Capital

Section 2 Dissolution and Liquidation

CHAPTER XI AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CHAPTER XII SUPPLEMENTARY PROVISIONS

AI assistant

Fibocom Wireless Inc. — Governance Information 2025

49358_rns_2025-10-20_bf0c242b-b89a-4a49-801a-1d0e6ec902ae.pdf

ARTICLES OF ASSOCIATION

CONTENTS

CHAPTER I GENERAL PROVISIONS

CHAPTER II PURPOSE AND SCOPE OF BUSINESS

CHAPTER III SHARES

Section 1 Issuance of Shares

Section 3 Transfer of Shares

CHAPTER IV SHAREHOLDERS AND GENERAL MEETING

Section 1 Shareholders

Section 2 General Requirements of Shareholders' General Meeting

Section 4 Proposals and Notices of Shareholders' General Meeting

Section 5 Holding of Shareholders' General Meeting

Section 6 Voting and Resolutions at Shareholders’ General Meetings

CHAPTER V BOARD OF DIRECTORS

Section 1 Directors

Section 2 Board of Directors

CHAPTER VI GENERAL MANAGER AND OTHER SENIOR MANAGEMENT

CHAPTER VII BOARD OF SUPERVISORS

Section 1 Supervisors

Section 2 Board of Supervisors

CHAPTER VIII FINANCIAL AND ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT

Section 1 Financial and Accounting System

Section 2 Internal Audit

Section 3 Appointment of an Accounting Firm

CHAPTER IX NOTICES AND ANNOUNCEMENTS

CHAPTER X MERGER, DIVISION, INCREASE AND REDUCTION OF CAPITAL, DISSOLUTION AND LIQUIDATION

Section 1 Merger, Division, Increase and Reduction of Capital

Section 2 Dissolution and Liquidation

CHAPTER XI AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CHAPTER XII SUPPLEMENTARY PROVISIONS

More from Fibocom Wireless Inc.

Fibocom Wireless Inc. Governance Information 2025