China Securities Regulatory Commission Announcement

　　〔2019〕10号

　　The Decision on Amending the Guidelines on the Articles of Association of Listed Companies is hereby promulgated and shall take effect as of the date of promulgation。

　　China Securities Regulatory Commission

　　April 17, 2019

　　为促进上市公司科学制定Articles of association，提升Corporate governance水平，保护投资者合法权益，进一步优化营商环境，证监会正式发布《关于修改<上市Articles of association指引>的决定》，并自发布之日起施行。

　　The revision of the "Guidelines on the Articles of Association of Listed Companies" mainly focuses on the norms of the articles of association of listed companies with special voting rights, the implementation of the new provisions of the Company Law on share repurchase of listed companies, and the further improvement of the relevant requirements for the governance of listed companies。

　　One paragraph is added to Article 15，As the second paragraph: "Listed companies with special voting shares，The articles of association shall stipulate the qualifications of the holders of the special voting shares, the proportional arrangement between the number of voting rights held by the special voting shares and the number of voting rights held by the ordinary shares, the scope of the matters of the shareholders' meeting in which the holders of the special voting shares can vote, the locking arrangement of the special voting shares and the transfer restrictions, and the conversion of the special voting shares to the ordinary sharesEtc.。The provisions of the articles of association concerning the above matters shall comply with the relevant provisions of the exchange。”

　　Article 23 is amended as follows: "A company may purchase shares of the Company in accordance with laws, administrative regulations, departmental rules and the articles of Association under the following circumstances:

　　"(1) Reducing the registered capital of the company;

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

　　"(3) The use of shares in employee stock ownership plans or stock incentive;

　　"(4) Shareholders request the company to purchase their shares due to their objection to the resolution on merger or division made by the general meeting of shareholders;

　　"(5) The shares are used to convert corporate bonds issued by the listed company that can be converted into shares;

　　(6) The listed company is necessary to safeguard the value of the company and the rights and interests of shareholders。

　　"Except in the above circumstances, the Company does not engage in the acquisition of shares of the Company。

　　Note: Companies that issue preferred shares shall also make specific provisions in the articles of association on the exercise of the option to buy back preferred shares by the issuer or shareholders, the conditions, price and proportion of the buyback。Where the issuer requires the repurchase of preferred shares in accordance with the articles of association, it must pay the dividends owed in full, except for the commercial banks that issue preferred shares to supplement their capital。”

　　Article 24 is amended as follows: "The acquisition of shares of the Company by the Company may be carried out through open centralized trading, or by other means recognized by laws and regulations and the China Securities Regulatory Commission.。

　　"Where a company purchases shares of the company under the circumstances provided for in items (3), (5) and (6) of paragraph 1 of Article 23 of the Articles of Association, it shall do so through an open centralized transaction。”

　　Article 25 is amended as follows: "The company acquires the shares of the company in the circumstances specified in Article 23, Paragraph 1 (1) and (2)，It shall be resolved by the general meeting of shareholders;The company purchases shares of the company under the circumstances specified in items (3), (5) and (6) of paragraph 1 of Article 23 of the Articles of Association，In accordance with the provisions of these Articles of Association or the authorization of the shareholders' meeting，Resolution of the board meeting attended by more than two-thirds of the directors。

　　"After the Company acquires the shares of the Company in accordance with paragraph 1 of Article 23 of these Articles，Falling under item (1)，It shall be cancelled within 10 days from the date of acquisition;In the case of items (2) and (4)，It shall be transferred or cancelled within 6 months;In the case of items (3), (5) or (6)，The total number of shares of the Company held by the company shall not exceed 10% of the total number of shares issued by the Company，It shall be transferred or cancelled within three years。

　　Note: After the Company repurchases preferred shares in accordance with this Article, it shall write down the total number of preferred shares outstanding accordingly。”

　　Article 44 is amended as follows: "The place where the Company holds the general meeting of shareholders is: [specific place]。The general meeting of shareholders will be held in the form of an on-site meeting。The Company will also provide online voting to facilitate shareholders' participation in shareholder meetings。Any shareholder who participates in the shareholders' meeting through the above-mentioned means shall be deemed to have attended。

　　"Note: The articles of association of the company may provide that the place for holding a general meeting shall be the domicile of the company or other specified place。The time and place of the on-site meeting shall be selected to facilitate the participation of shareholders。After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without valid reasons。If it is really necessary to change, the convenor shall make an announcement and explain the reasons at least 2 working days before the on-site meeting is held。”

　　The first paragraph of Article 96 is amended as follows: "The directors shall be elected or replaced by the shareholders' meeting, and may be removed by the shareholders' meeting before the expiration of their term of office。The term of office of a director is [number of years], and the term of office may be re-elected。”

　　One paragraph is added to Article 107 as the second paragraph: "The board of directors of the Company shall establish an audit committee and, as necessary, set up special committees such as [strategy], [nomination] and [remuneration and assessment]。The special committee is responsible to the Board of Directors and performs its duties in accordance with the Articles of Association and the authorization of the Board of Directors, and the proposal shall be submitted to the Board of Directors for consideration and decision。The members of the special committee are all composed of directors, among which the Audit Committee, [Nomination Committee] and [Remuneration and Assessment Committee] are the majority independent directors and serve as the conveners, and the conveners of the audit committee are accounting professionals。”

　　Article 126 is amended as follows: "Persons who hold administrative positions other than directors and supervisors in the controlling shareholder unit of the company shall not serve as senior managers of the company.。”

　　The Guidelines on the Articles of Association of Listed Companies shall be amended accordingly and republished in accordance with this Decision。

　　This decision shall come into force on the date of promulgation。

　　Chapter I General provisions

　　Article 1 The Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law), the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions for the purpose of safeguarding the lawful rights and interests of the Company, shareholders and creditors, and regulating the organization and conduct of the Company。

　　Article 2 The company is a joint stock limited company established in accordance with the Name of the Regulations and other relevant provisions (hereinafter referred to as the company).。

　　Establishment of the company [method of establishment];Register with the [name of the place where the company Registration Authority is located] Administration for Industry and Commerce, obtain the business license, business license number [Business license number]。

　　Note: In accordance with laws and administrative regulations, where the establishment of a company must be reported for approval, the approval authority and the name of the approval document shall be stated。

　　Article 3 The Company is approved/approved by the full name of the [approval/approval authority] on the [approval/approval date] to issue [number of shares] of RMB ordinary shares to the public for the first time, and is listed on the [full name of the stock exchange] on the [listing date]。The Company was approved/approved by the [full name of the [approval/approval authority] on the [date of approval/approval] and issued [number of shares] preferred shares, which were listed on the [full name of the Stock exchange] on the [date of listing]。The domestic listed foreign shares issued by the Company to overseas investors subscribed in foreign currency and listed in the territory are [number of shares] and listed in the [full name of the Stock exchange] on the [listing date]。

　　Note: The term "preferred stock" as mentioned in these Guidelines refers to other types of shares separately stipulated in accordance with the Company Law, in addition to the ordinary types of shares generally stipulated. The holders of such shares have priority over ordinary shareholders in distributing the profits and residual property of the company, but their rights to participate in the decision-making and management of the company are restricted。

　　A company that has not issued (or intends to issue) preferred shares or domestic listed foreign shares is not required to explain the contents of this Article on preferred shares or domestic listed foreign shares。The same hereinafter。

　　Article 4 Registered Name of the Company: [Chinese full name] [English full name]

　　Article 5 Domicile of the Company: [Full name of domicile address of the company, postal code]。

　　Article 6 The registered capital of the Company shall be RMB [amount of registered capital]。

　　Note: If the total registered capital of the company is changed due to an increase or decrease in the registered capital, the general meeting of shareholders may, after passing a resolution agreeing to increase or decrease the registered capital, pass a resolution on the matters requiring amendment to the articles of association, and state that the board of directors is authorized to handle the registration procedures for the change of registered capital。

　　Article 7 The business term of a company shall be [number of years] or [the company shall be a permanent joint stock limited company]。

　　Article 8 [Chairman or Manager] shall be the legal representative of the Company。

　　Article 9 All the assets of a company shall be divided into equal shares. The shareholders shall be liable to the company within the limit of the shares they have subscribed for, and the company shall be liable to the debts of the company with all its assets。

　　Article 10 The Articles of Association of the Company shall become a legally binding document regulating the organization and conduct of the company, the relationship between rights and obligations between the company and shareholders, and between shareholders and shareholders, as well as a legally binding document for the company, shareholders, directors, supervisors and senior managers。In accordance with these Articles, shareholders may Sue shareholders, shareholders may Sue directors, supervisors, managers and other senior management of the company, shareholders may Sue the company, and the company may Sue shareholders, directors, supervisors, managers and other senior management。

　　Article 11 The term "other senior management personnel" as mentioned in the Articles of Association refers to the deputy manager, secretary of the board of directors and the person in charge of finance。

　　Note: The company may, in accordance with the actual situation, identify the personnel belonging to the company's senior management in the articles of association。

　　Chapter II Business purpose and scope

　　Article 12 Business Purposes of the Company: [Purpose Content]

　　Article 13 After registration in accordance with law, the company's business scope: [Content of business scope] Note: The items in the company's business scope that are subject to approval under laws and administrative regulations shall be approved according to law。

　　Chapter III Shares Section 1 Share Issuance

　　Article 14 Shares of a company shall be in the form of stocks。

　　Article 15 The issuance of shares of a company shall follow the principles of openness, fairness and justice, and each share of the same class shall have the same rights。

　　Listed companies with special voting shares，The articles of association shall stipulate the qualifications of the holders of the special voting shares, the proportional arrangement between the number of voting rights held by the special voting shares and the number of voting rights held by the ordinary shares, the scope of the matters of the shareholders' meeting in which the holders of the special voting shares can vote, the locking arrangement of the special voting shares and the transfer restrictions, and the conversion of the special voting shares to the ordinary sharesEtc.。The provisions of the articles of association concerning the above matters shall comply with the relevant provisions of the exchange。

　　For shares of the same class issued at the same time, the conditions and price of each share shall be the same;Any unit or individual shall pay the same price for each share subscribed。

　　Note: A company that issues preferred shares，The following matters shall be specified in the articles of association: (1) The preferred stock dividend rate shall adopt a fixed dividend rate or a floating dividend rate，And the corresponding fixed dividend rate level or floating dividend rate calculation method;(2) whether the company must distribute profits if there are distributable after-tax profits;(3) If the Company does not pay dividends in full to preferred shareholders due to insufficient distributable profits for the fiscal year，Whether the difference is accumulated in the next fiscal year;(4) After the preferred shareholders have distributed dividends according to the agreed dividend rate，Whether it has the right to participate in the distribution of residual profits together with ordinary shareholders，And the proportion and conditions of participation in the distribution of residual profits;(5) Other matters involving the participation of preferred shareholders in the profit distribution of the company;(6) Except profit distribution and residual property distribution，Whether the preferred Stock has different Settings on other terms;(7) When the voting rights of preferred stock are restored，The specific calculation method of voting rights for each preferred share。

　　其中，Publicly issued preferred stock，It shall be specified in the articles of association that: (1) a fixed dividend rate shall be adopted;(2) Dividends must be distributed to preferred shareholders if there is a distributable after-tax profit;(3) The difference in dividends not paid in full to preferred shareholders shall be accumulated in the next fiscal year;(4) After the preferred shareholders have distributed dividends according to the agreed dividend rate，No longer participate in the distribution of residual profits with common shareholders。Where a commercial bank issues preferred shares to supplement its capital, it may make additional provisions on items (2) and (3)。

　　Article 16 Shares issued by a company shall be denominated in Renminbi。

　　Article 17 The shares issued by a company shall be centrally deposited in [Name of securities registration institution]。

　　Article 18 The initiator of the company is [name or name of each initiator], the number of shares subscribed is [number of shares] respectively, and the method and time of investment are [specific method and time].。

　　Note: For a company that has been established for 1 year or more and the initiator has transferred the shares held by the company, there is no need to fill in the amount of the initiator's shares。

　　Article 19 The total number of shares of a company shall be [number of shares], and the share capital structure of the company shall be: [number] of ordinary shares and [amount] of other types of shares。

　　Note: If the company issues other types of shares such as preferred shares, it should make an explanation。Article 20 The company or its subsidiaries (including the subsidiary enterprises of the company)

　　No assistance shall be provided in the form of gifts, funds, guarantees, compensation or loans to persons who purchase or propose to purchase shares of the Company。

　　Section 2 Share increase, decrease and repurchase

　　Article 21 A company may increase its capital in the following ways according to the needs of its operation and development, and in accordance with the provisions of laws and regulations, subject to a resolution separately made by the general meeting of shareholders:

　　(1) public issuance of shares;

　　(2) non-public offering of shares;

　　(3) distributing bonus shares to existing shareholders;

　　(4) converting surplus funds into additional capital;

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

　　Note: A company that issues preferred shares shall provide for the following matters in its articles of association: The number of preferred shares issued by the company shall not exceed 50% of the total number of common shares of the company, and the amount raised shall not exceed 50% of the net assets before the issue, and the preferred shares that have been repurchased or converted shall not be included in the calculation。

　　The Company shall not issue preferred shares convertible into ordinary shares。However, commercial banks can, in accordance with the capital regulation of commercial banks, force the conversion of preferred shares into ordinary shares when the non-public offering triggers the event, and comply with the relevant provisions。

　　A company that issues convertible corporate bonds shall also make specific provisions in its articles of association on matters such as the issuance of convertible corporate bonds, procedures and arrangements for stock conversion, and changes in the company's share capital resulting from such conversion。

　　Article 22 A company may reduce its registered capital。If a company reduces its registered capital, it shall do so in accordance with the Company Law and other relevant provisions and the procedures provided for in the Articles of Association。

　　Article 23 Under the following circumstances, a company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of Association:

　　(1) Reducing the registered capital of the company;

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

　　(3) Using the shares for employee stock ownership plans or stock incentive;

　　(4) Shareholders request the Company to purchase their shares due to their objection to the resolution on merger or division made by the general meeting of shareholders;

　　(5) The shares are used to convert corporate bonds issued by the listed company that can be converted into shares;

　　(6) The listed company is necessary to safeguard the value of the company and shareholders' rights and interests。

　　Except in the above circumstances, the Company does not engage in the acquisition of shares of the Company。

　　Note: The company that issues preferred shares shall also make specific provisions in the articles of association on the exercise of the option to repurchase preferred shares by the issuer or shareholders, and the conditions, price and proportion of repurchase。Where the issuer requires the repurchase of preferred shares in accordance with the articles of association, it must pay the dividends owed in full, except for the commercial banks that issue preferred shares to supplement their capital。

　　Article 24 A company may purchase its own shares through open centralized trading or other means approved by laws and regulations and the CSRC。

　　Where a company purchases its shares under any of the circumstances specified in items (3), (5) or (6) of paragraph 1 of Article 23 of the Articles of Association, it shall do so through open centralized transactions。

　　Article 25 A company purchases shares of the company under the circumstances specified in items (1) and (2) of paragraph 1 of Article 23 of the Articles of Association，It shall be resolved by the general meeting of shareholders;The company purchases shares of the company under the circumstances specified in items (3), (5) and (6) of paragraph 1 of Article 23 of the Articles of Association，In accordance with the provisions of these Articles of Association or the authorization of the shareholders' meeting，Resolution of the board meeting attended by more than two-thirds of the directors。

　　After the Company acquires the shares of the Company in accordance with paragraph 1 of Article 23 of the Articles of Association，Falling under item (1)，It shall be cancelled within 10 days from the date of acquisition;In the case of items (2) and (4)，It shall be transferred or cancelled within 6 months;In the case of items (3), (5) or (6)，The total number of shares of the Company held by the company shall not exceed 10% of the total number of shares issued by the Company，It shall be transferred or cancelled within three years。

　　Note: After the Company repurchases preferred shares in accordance with this Article, it shall write down the total number of outstanding preferred shares accordingly。

　　Section 3 Transfer of shares

　　Article 26 Shares of a company may be transferred according to law。

　　Article 27 The company does not accept its own shares as the subject matter of the pledge right。

　　Article 28 The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company。The shares issued by the company before its public offering shall not be transferred within one year from the date when the company's shares are listed on the stock exchange。The directors, supervisors and senior managers of the company shall report to the Company the shares (including preferred shares) held by the company and their changes，The number of shares transferred each year during the term of office shall not exceed 25% of the total number of shares of the same type held by the Company;The shares held by the company shall not be transferred within one year from the date of listing of the company's shares。The above-mentioned personnel shall not transfer the shares of the Company held by them within six months after their resignation。

　　Note: If the articles of association of the company make other restrictive provisions on the transfer of the Company's shares (including preferred shares) held by the company's directors, supervisors and senior managers, it shall be explained。

　　Article 29 If the directors, supervisors, senior managers and shareholders holding more than 5% of the Company's shares sell their shares of the Company within six months after purchase, or buy them again within six months after sale, the profits thus obtained shall belong to the Company, and the board of Directors of the Company shall recover their profits。However, if the securities company holds more than 5% of the shares due to the underwriting of the remaining shares purchased after the purchase, the sale of the shares is not subject to the six-month time limit。

　　If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholder shall have the right to request the board of directors to comply within 30 days。If the board of directors of the company fails to do so within the above-mentioned time limit, the shareholders shall have the right to bring a suit directly to the people's court in their own name for the benefit of the company。

　　If the board of directors of the company fails to comply with the provisions of the first paragraph, the responsible director shall be jointly and severally liable according to law。

　　Chapter IV Shareholders and General Meeting of Shareholders Section 1 Shareholders

　　Article 30 A company shall establish the register of shareholders on the basis of the certificate provided by the securities registration authority, and the register of shareholders shall be sufficient evidence to prove that the shareholders hold company shares。The shareholders shall enjoy rights and undertake obligations according to the types of shares they hold;Shareholders holding the same type of shares shall enjoy the same rights and undertake the same obligations。

　　Note: The company shall sign a share custody agreement with the securities registration institution, regularly inquire the information of the major shareholders and the changes in the shareholding of the major shareholders (including the pledge of the equity), and timely grasp the ownership structure of the company。

　　Article 31 When the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts requiring confirmation of the identity of shareholders, the board of directors or the convenor of the general meeting shall determine the date of registration of shares. The shareholders registered after the close of the market on the date of registration of shares shall be the shareholders enjoying the relevant rights and interests。

　　Article 32 Shareholders of a company shall enjoy the following rights:

　　(1) to receive dividends and other forms of profit distribution in accordance with the shares held by the party;

　　(2) to request, convene, preside over, participate in or appoint a shareholder's agent to participate in the shareholders' meeting in accordance with the law, and exercise the corresponding voting rights;
　　

　　(3) to supervise the operation of the company and make suggestions or questions;

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

　　(5) to consult the articles of Association, the register of shareholders, the corporate bond stubs, the minutes of the general meeting of shareholders, the resolutions of the board of directors, the resolutions of the Board of Supervisors, and the financial and accounting reports;

　　(6) When the company terminates or liquidates, it shall participate in the distribution of the remaining property of the company according to the shares it holds;

　　(7) A shareholder who has objections to the resolution on merger or division of the company made by the general meeting of shareholders requests the Company to purchase its shares;

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

　　Note: A company that issues preferred shares，It shall be specified in the articles of association that preferred shareholders shall not attend the general meeting of shareholders，The shares held have no voting rights，Except in the following cases: (1) amendment of the articles of association related to preferred stock;(2) reduce the registered capital of the company by more than 10% once or cumulatively;(3) Merger, division, dissolution or change of company form;(4) Issue preferred shares;(5) Other circumstances stipulated in the articles of association。

　　A company that issues preferred shares shall also clearly stipulate in its articles of association that if the company fails to pay dividends on preferred shares as agreed for a cumulative period of three fiscal years or two consecutive fiscal years, the preferred shareholders shall have the right to attend the shareholders' meeting and each preferred share shall have the voting rights provided for in the articles of association。For preferred shares whose dividends can accumulate to the next fiscal year, voting rights are reinstated until the company pays the dividends owed in full。For preferred shares with non-cumulative dividends, voting rights are reinstated until the company pays dividends in full for the year。The articles of association may provide for other circumstances in which the voting rights of preferred shares are restored。

　　Article 33 Where a shareholder requests to consult the relevant information or obtain materials mentioned in the preceding article, he shall provide the Company with written documents proving the type and quantity of the company's shares held by him, and the Company shall provide such documents at the request of the shareholder after verifying the identity of the shareholder。

　　Article 34 Where the contents of the resolutions of the shareholders' meeting or the board of directors of the company violate laws or administrative regulations, the shareholders shall have the right to request the people's court to confirm that the resolutions are invalid。

　　If the convening procedure or voting method of the shareholders' general meeting or the board of directors violates laws, administrative regulations or the articles of Association, or the content of the resolution violates the Articles of Association, the shareholders have the right to request the people's court to revoke the resolution within 60 days from the date of making the resolution。

　　Article 35 Directors and senior managers violate laws, administrative regulations or the provisions of the Articles of Association when performing their duties，Cause losses to the company，Any shareholder who holds more than 1% of the company's shares individually or jointly for more than 180 consecutive days shall have the right to request the Board of Supervisors in writing to bring a lawsuit to the people's court;The Board of supervisors violates laws, administrative regulations or the provisions of the Articles of Association when performing its duties，Cause losses to the company，A shareholder may request the board of directors in writing to institute a lawsuit in the people's court。

　　The Board of Supervisors and the Board of directors shall refuse to initiate a lawsuit after receiving the written request of the shareholder as provided in the preceding paragraph，Or no action has been filed within 30 days from the date of receipt of the request，Or the situation is urgent and failure to immediately initiate a lawsuit will cause irreparable damage to the interests of the company，The shareholders mentioned in the preceding paragraph shall have the right to bring a suit directly in the people's court in their own name for the benefit of the company。

　　Where another person infringes upon the lawful rights and interests of the company and causes losses to the company, the shareholder as provided in the first paragraph of this Article may bring a suit in a people's court in accordance with the provisions of the preceding two paragraphs。

　　Article 36 Where a director or senior manager violates laws, administrative regulations or the provisions of the Articles of Association and damages the interests of a shareholder, the shareholder may bring a suit in a people's court。

　　Article 37 Shareholders of a company shall undertake the following obligations:

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

　　(2) Payment of share fees according to the shares subscribed and the method of contribution;

　　(3) No shares may be withdrawn except as provided for by laws and regulations;

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

　　If a shareholder of a company abuses his rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law。

　　If a shareholder of a company abuses the independent status of the company legal person and the limited liability of the shareholder to evade debts and seriously damages the interests of creditors of the company, he shall bear joint and several liability for the debts of the company。

　　(5) Other obligations stipulated by laws, administrative regulations and the Articles of Association。

　　Article 38 Where a shareholder holding more than 5% of the company's voting shares pledges the shares he holds, he shall make a written report to the Company from the date on which such fact occurs。

　　Article 39 The controlling shareholder or actual controller of a company may not use its affiliated relationship to harm the interests of the company。If a violation of the provisions causes losses to the company, it shall be liable for compensation。

　　The controlling shareholder and actual controller of a company shall have a duty of good faith to the company and the shareholders of the company's public shares。Controlling shareholders shall strictly exercise the rights of investors in accordance with the law. Controlling shareholders shall not harm the legitimate rights and interests of the company and the shareholders of public shares by means of profit distribution, asset reorganization, foreign investment, appropriation of funds, loan guarantee, etc., and shall not use their controlling position to harm the interests of the company and the shareholders of public shares。

　　Section 2 General Provisions for shareholders' meetings

　　Article 40 The shareholders' meeting shall be the authority of the company and shall exercise the following functions and powers according to law:

　　(1) To decide on the company's business policy and investment plan;

　　(2) to elect and replace directors and supervisors who are not employees' representatives, and to decide on matters related to the remuneration of directors and supervisors;

　　(3) To examine and approve the report of the Board of directors;

　　(4) To examine and approve the reports of the Board of Supervisors;

　　(5) To examine and approve the company's annual financial budget plan and final account plan;

　　(6) To examine and approve the company's profit distribution plans and plans for making up losses;

　　(7) To make resolutions on the increase or reduction of the company's registered capital;

　　(8) To make resolutions on the issuance of corporate bonds;

　　(9) To make resolutions on merger, division, dissolution, liquidation or change of company form;

　　(10) Amend the Articles of Association;

　　(11) To make resolutions on the appointment or dismissal of public accounting firms;

　　(12) To examine and approve the matters of guarantee provided for in Article 41;

　　(13) To examine the purchase or sale of major assets by the company within one year exceeding 30% of the company's total audited assets in the latest period;

　　(14) To examine and approve changes in the use of the raised funds;

　　(15) Reviewing equity incentive plans;

　　(16) To examine laws, administrative regulations, departmental rules or other matters stipulated in the Articles of Association that should be decided by the shareholders' meeting。

　　Note: The above functions and powers of the shareholders' meeting shall not be exercised by the Board of Directors or other institutions or individuals in the form of authorization。

　　Article 41 The following guaranty acts of the company shall be examined and approved by the shareholders' meeting。

　　(a) the total amount of external guarantees of the Company and its holding subsidiaries reaches or exceeds 50% of the audited net assets of the most recent period of any guarantee provided;

　　(2) Any guarantee provided after the total amount of the company's foreign guarantees reaches or exceeds 30% of the total audited assets of the latest period;

　　(3) Guarantees provided to guarantors whose asset-liability ratio exceeds 70%;

　　(4) The amount of a single guarantee exceeds 10% of the most recent period of audited net assets;

　　(5) Guarantees provided to shareholders, actual controllers and their affiliates。Article 42 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings。The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year。

　　Article 43 Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:

　　(1) The number of directors is less than two-thirds of the number prescribed in the Company Law or in these Articles of Association;

　　(2) The company's uncompensated losses amount to one-third of the total paid-in share capital;

　　(3) When requested by shareholders who hold more than 10% of the company's shares individually or collectively;

　　(4) when the Board of directors deems it necessary;

　　(5) When proposed by the Board of supervisors;

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

　　Note: The company shall specify in its articles of association the number of persons specified in paragraph (1) of this article。In calculating the shareholding ratio referred to in subparagraph (3) of this article, only ordinary shares and preferred shares with restored voting rights shall be counted。

　　Article 44 The meeting of shareholders of the Company shall be held at: [Specific place]。The general meeting of shareholders will be held in the form of an on-site meeting。The Company will also provide online voting to facilitate shareholders' participation in shareholder meetings。Any shareholder who participates in the shareholders' meeting through the above-mentioned means shall be deemed to have attended。

　　Note: The articles of association of the company may provide that the place of holding the general meeting of shareholders shall be the domicile of the company or other specified place。The time and place of the on-site meeting shall be selected to facilitate the participation of shareholders。After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without valid reasons。If it is really necessary to change, the convenor shall make an announcement and explain the reasons at least 2 working days before the on-site meeting is held。

　　Article 45 When the Company holds a general meeting of shareholders, it will employ lawyers to issue legal opinions on the following issues and announce them:

　　(1) Whether the convening and convening procedures of the meeting comply with laws, administrative regulations and the Articles of Association;

　　(2) Whether the qualifications of the participants and the qualifications of the convenor are legal and valid;

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

　　(4) Legal opinions on other relevant issues at the request of the Company。

　　Section 3 Convening of the general meeting of shareholders

　　Article 46 An independent director shall have the right to propose to the Board of directors the convening of an extraordinary general meeting of shareholders。For the proposal of independent directors to hold an extraordinary general meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of Association, submit a written feedback agreeing or disagreeing to hold an extraordinary general meeting within 10 days after receiving the proposal。

　　If the board of directors agrees to hold an extraordinary shareholders' meeting, a notice of convening the shareholders' meeting will be issued within 5 days after the board of directors' resolution is made;If the board of directors does not agree to hold an extraordinary shareholders' meeting, it will give reasons and make an announcement。

　　Article 47 The Board of Supervisors shall have the right to propose to the Board of directors the convening of an extraordinary shareholders' meeting and shall do so in writing。The Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, within 10 days after receiving the proposal, give written feedback on whether to agree or disagree with the convening of the extraordinary shareholders' meeting。

　　If the board of directors agrees to hold an extraordinary shareholders' meeting, a notice of convening the shareholders' meeting will be issued within 5 days after the board of Directors' resolution is made, and the changes to the original proposal in the notice shall be approved by the Board of Supervisors。

　　If the board of directors does not agree to hold an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors cannot perform or does not perform its duty to convene the meeting of the general meeting of shareholders, and the board of supervisors may convene and preside over it on its own。

　　Article 48 Shareholders who hold more than 10% of the shares of a company individually or in aggregate shall have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall do so in writing。The Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, within 10 days after receiving the request, give written feedback on whether to agree or disagree with the convening of the extraordinary shareholders' meeting。

　　If the board of directors agrees to hold an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after the resolution of the board of directors is made, and the change of the original request in the notice shall obtain the consent of the relevant shareholders。

　　If the board of directors does not agree to hold an extraordinary shareholders' meeting, or fails to give feedback within 10 days after receiving the request, the shareholders who hold more than 10% of the shares of the company individually or collectively have the right to propose to the Board of Supervisors to hold an extraordinary shareholders' meeting, and shall make a request to the Board of Supervisors in writing。

　　If the Board of Supervisors agrees to hold an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days upon receipt of the request, and any change to the original proposal in the notice shall be approved by the relevant shareholders。

　　If the Board of supervisors fails to issue a notice of the shareholders' meeting within the prescribed time limit, it shall be deemed that the board of Supervisors does not convene and preside over the shareholders' meeting. Shareholders who hold more than 10% of the company's shares individually or collectively for more than 90 consecutive days may convene and preside over the meeting on their own。

　　Note: Only common stock and preferred stock with restored voting rights are counted in calculating the shareholding ratio referred to in this article。

　　Article 49 If the board of Supervisors or shareholders decide to convene a general meeting of shareholders on its own, it shall notify the Board of directors in writing and file a record with the agency of the China Securities Regulatory Commission and the stock exchange where the company is located。

　　Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the summoned shareholders shall not be less than 10%。

　　The convening shareholders shall, when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, submit the relevant certification materials to the agency of the CSRC and the stock exchange where the company is located。

　　Note: Only common stock and preferred stock with restored voting rights are counted in calculating the shareholding ratio referred to in this article。

　　Article 50 The Board of Directors and the secretary of the Board of directors shall cooperate with the general meeting of the Board of Supervisors or the shareholders themselves。The board of directors shall provide a register of shareholders on the date of registration of the equity rights。

　　Article 51 For the shareholders' meeting convened by the Board of Supervisors or the shareholders themselves, the Company shall bear the expenses necessary for the meeting。

　　Section 4 Proposals and Notices of the shareholders' meeting

　　Article 52 The content of the proposal shall fall within the scope of the powers of the shareholders' meeting, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of Association。

　　Article 53 When a company holds a general meeting of shareholders, the board of directors, the Board of supervisors and any shareholder holding more than 3% of the company's shares individually or jointly shall have the right to put forward proposals to the company。

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

　　Except for the circumstances provided for in the preceding paragraph, the convenor may not amend the proposals already listed in the notice of the shareholders' meeting or add new proposals after issuing the notice of the shareholders' meeting。

　　The shareholders' meeting shall not vote on or adopt a resolution on any proposal not listed in the notice of the shareholders' meeting or not in conformity with Article 52 of this Constitution。

　　Note: Only common stock and preferred stock with restored voting rights are counted in calculating the shareholding ratio referred to in this article。

　　Article 54 The convenor shall notify the shareholders by public announcement 20 days before the annual general meeting, and the extraordinary general meeting shall notify the shareholders by public announcement 15 days before the meeting。

　　Note: Companies should not include the date of the meeting when calculating the starting period。The company may, in light of the actual situation, decide whether to provide for the procedure of urging in its articles of association。

　　Article 55 The notice of the shareholders' meeting shall include the following:

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

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

　　(3) in clear words: all ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and may appoint a proxy in writing to attend the meeting and vote, and the proxy of shareholders need not be a shareholder of the company;

　　(4) the date of registration of the shares of the shareholders who have the right to attend the shareholders' meeting;

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

　　注释：1.The notice of the shareholders' meeting and the supplementary notice shall fully and completely disclose all specific contents of all proposals。If the matters to be discussed require the opinions of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when the notice of shareholders' meeting is issued or the supplementary notice。

　　2.If the shareholders' meeting adopts network or other means, the voting time and voting procedure of network or other means shall be clearly stated in the notice of the shareholders' meeting。Voting by Internet or other means at a general meeting shall commence no earlier than 3:00pm on the day before the live general meeting and no later than 9:30am on the day of the live general meeting, and shall end no earlier than 3:00pm on the day of the close of the live general meeting。

　　3.The interval between the date of registration and the date of the meeting shall not exceed 7 working days。Once the registration date is confirmed, it cannot be changed。

　　Article 56 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates of directors and supervisors, including at least the following:

　　(1) Educational background, work experience, part-time job and other personal circumstances;

　　(2) whether there is a relationship with the Company or the controlling shareholder and actual controller of the Company;

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

　　(4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments or punished by the stock exchange。

　　In addition to the cumulative voting system for the election of directors and supervisors, each candidate for director and supervisor shall submit a single proposal。

　　Article 57 After the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without valid reasons, and the proposals listed in the notice of the general meeting shall not be cancelled。In case of delay or cancellation, the convenor shall make an announcement and explain the reasons at least 2 working days before the original date。

　　Section V Convening of the shareholders' meeting

　　Article 58 The board of directors and other conveners of the Company shall take necessary measures to ensure the normal order of the shareholders' meeting。For interfering with the shareholders' meeting, picking quarrels and provoking troubles and infringing on the legitimate rights and interests of shareholders, measures will be taken to stop and timely report to the relevant departments for investigation and punishment。

　　Article 59 All ordinary shareholders registered on the date of registration of shares (including preferred shareholders whose voting rights have been restored) or their agents shall have the right to attend shareholders' meetings。And exercise voting rights in accordance with relevant laws, regulations and the Articles of Association。

　　A shareholder may attend the general meeting of shareholders in person or appoint a proxy to attend and vote on his behalf。

　　Article 60 If an individual shareholder attends the meeting in person, he or she shall present his or her identity card or other valid certificates or certificates that can show his or her identity and stock account card;If an agent is entrusted to attend the meeting, he or she shall present his or her valid ID card and the shareholder's power of attorney。

　　A legal shareholder shall be represented at the meeting by its legal representative or an agent entrusted by the legal representative。If the legal representative attends the meeting, he/she shall present his/her identity card and a valid certificate to prove that he/she has the qualification of legal representative;If an agent is appointed to attend the meeting, the agent shall present his ID card and a written power of attorney issued by the legal representative of the legal shareholder unit in accordance with law。

　　Article 61 The power of attorney issued by a shareholder for entrusting others to attend the shareholders' meeting shall contain the following contents:

　　(1) the name of the agent;

　　(2) Whether it has the right to vote;

　　(c) instructions to vote for, against or abstain from voting separately on each consideration item placed on the agenda of the general meeting of shareholders;

　　(4) the date on which the power of attorney is issued and its validity period;

　　(5) Signature (or seal) of the client。If the entrusting person is a legal shareholder, the seal of the legal entity shall be affixed。

　　Article 62 The power of attorney shall indicate whether the shareholder's agent can vote according to his own will if the shareholder does not give specific instructions。

　　Article 63 Where the power of attorney for proxy voting is signed by another person authorized by the truster, the power of attorney or other authorization documents signed by the truster shall be notarized。The notarized power of attorney or other authorization documents and the voting proxy shall be kept at the company's residence or other places designated in the notice of meeting。

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

　　Article 64 The Company shall be responsible for making the register of the participants of the meeting。The register of the meeting shall contain the names of the participants (or the name of the unit), the ID card number, the address of the residence, the number of shares held or represented with voting rights, the name of the principal (or the name of the unit) and other matters。

　　Article 65 The convenor and the lawyer hired by the company shall jointly verify the legitimacy of the qualification of the shareholders according to the register of shareholders provided by the securities registration and clearing institution, and register the name (or name) of the shareholders and the number of shares holding voting rights。The registration of the meeting shall be terminated before the presiding officer announces the number of shareholders and agents present at the meeting and the total number of shares holding voting rights。

　　Article 66 When the shareholders' meeting is held, all the directors, supervisors and secretaries of the board of directors of the Company shall attend the meeting, and the manager and other senior management personnel shall attend the meeting without voting rights。

　　Article 67 The shareholders' meeting shall be presided over by the chairman。If the chairman is unable to perform his duties or fails to perform his duties, the vice chairman (if the company has two or more vice chairmen, the vice chairman jointly elected by more than half of the directors) shall preside; if the vice chairman is unable to perform his duties or fails to perform his duties, the vice chairman jointly elected by more than half of the directors shall preside。

　　The shareholders' meeting convened by the Board of Supervisors shall be presided over by the chairman of the board of Supervisors。If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, the vice chairman of the board of supervisors shall preside; if the vice chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, the vice chairman of the board of supervisors shall preside。

　　A general meeting of shareholders convened by the shareholders themselves shall be presided over by a representative elected by the convenor。When the shareholders' meeting is held, the presiding officer violates the rules of procedure to call the shareholders' meeting

　　If it is not possible to continue the meeting, with the consent of more than half of the shareholders present at the shareholders' meeting with voting rights, the shareholders' meeting may elect a person to serve as the moderator of the meeting and continue the meeting。

　　Article 68 The Company shall formulate rules of procedure for the shareholders' meeting，Detailed provisions for the convening of shareholders' meetings and voting procedures，Including notification, registration, consideration of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and signing, announcement, etc，And the principle of authorization of the board of directors by the general meeting of shareholders，The content of authorization should be clear and specific。The rules of procedure of the general meeting of shareholders shall be annexed to the articles of association, drawn up by the Board of Directors and approved by the general meeting of shareholders。

　　Article 69 At the annual shareholders' meeting, the Board of directors and the Board of Supervisors shall report to the shareholders' meeting on their work in the past year。Each independent director shall also make a report on his/her duties。

　　Article 70 The directors, supervisors and senior managers shall give explanations and explanations on the questions and suggestions of shareholders at the shareholders' meeting。

　　Article 71 The presiding officer of the meeting shall announce before the voting the number of shareholders and agents present at the meeting and the total number of shares holding voting rights. The number of shareholders and agents present at the meeting and the total number of shares holding voting rights shall be subject to the registration of the meeting。

　　Article 72 Minutes of the general meeting of shareholders shall be kept, and the secretary of the board shall be responsible for them。

　　The minutes recorded the following:

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

　　(2) Names of the moderator of the meeting and the directors, supervisors, managers and other senior managers who attended or did not attend the meeting;

　　(3) The number of shareholders and agents present at the meeting, the total number of shares holding voting rights and their proportion in the total number of shares of the Company;

　　(d) the consideration of each proposal, the points made and the voting results;

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

　　(6) Names of lawyers, tellers and supervisors;

　　(7) Other contents which shall be included in the minutes of the meeting as stipulated in the Articles of Association。

　　Note: Companies that issue both domestic shares and domestic listed foreign shares，The contents of the meeting minutes shall also include: (1) the number of shares of voting rights held by domestic shareholders (including shareholders' agents) and domestic listed foreign shareholders (including shareholders' agents) attending the shareholders' meeting，The proportion of each in the total shares of the company;(2) when recording the result of the vote，It shall also record the voting of the shareholders of domestic shares and the shareholders of domestic listed foreign shares on each resolution。

　　For a company that has not completed the reform of non-tradable share structure, the minutes of the meeting shall also include: (1) the number of shares of voting rights held by tradable shareholders (including shareholders' agents) and non-tradable shareholders (including shareholders' agents) who attended the shareholders' meeting, and the proportion of each to the total shares of the company;

　　(2) When recording the voting results, it shall also record the voting of the tradable and non-tradable shareholders on each resolution matter。

　　The company shall, in light of the actual situation, specify in its articles of association other contents to be recorded in the minutes of the shareholders' meeting。

　　Article 73 The convenor shall ensure that the contents of the meeting minutes are true, accurate and complete。The directors, supervisors, secretaries of the board of directors, conveners or their representatives present at the meeting shall sign the minutes of the meeting。The minutes of the meeting shall be kept for a period of not less than 10 years together with the register of signatures of the shareholders present at the scene, the power of attorney of the proxy present, and the valid information of the voting situation by Internet and other means。

　　Note: The company shall, according to the specific circumstances, stipulate in the articles of association the retention period of the minutes of the shareholders' general meeting。

　　Article 74 The convenor shall ensure that the general meeting of shareholders shall be held continuously until a final resolution is reached。If the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, necessary measures shall be taken to resume the general meeting of shareholders as soon as possible or directly terminate the general meeting of shareholders, and a timely announcement shall be made。At the same time, the convenor shall report to the local office of the China Securities Regulatory Commission and the stock exchange。

　　Section 6 Voting and resolutions of the shareholders' meeting

　　Article 75 Resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions。Ordinary resolutions made by the shareholders' meeting shall be adopted by more than half of the voting rights held by the shareholders (including the shareholders' agents) present at the shareholders' meeting。

　　A special resolution made by the shareholders' meeting shall be passed by more than two-thirds of the voting rights held by the shareholders (including the shareholders' agents) present at the shareholders' meeting。

　　Article 76 The following matters shall be adopted by ordinary resolution of the general meeting of shareholders:

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

　　(2) profit distribution plan and loss recovery plan drawn up by the board of directors;

　　(3) the appointment and removal of members of the Board of Directors and the Board of supervisors, as well as their remuneration and payment methods;

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

　　(5) Annual report of the company;

　　(6) Other matters except those stipulated by laws, administrative regulations or the Articles of Association which shall be adopted by special resolution。

　　Article 77 The following matters shall be adopted by special resolution of the general meeting of shareholders:

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

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

　　(3) Amendments to the Articles of Association;

　　(4) The purchase or sale of major assets or the amount guaranteed by the company within one year exceeds 30% of the total audited assets of the company in the latest period;

　　(5) equity incentive plan;

　　(6) Other matters stipulated by laws, administrative regulations or the Articles of Association, as well as other matters that the general meeting of shareholders determines by ordinary resolution that will have a significant impact on the Company and need to be adopted by special resolution。

　　Note: The General Meeting of shareholders made a special resolution on the following matters，Other than ordinary shareholders who are required to attend the meeting (including preferred shareholders whose voting rights are restored)，Including shareholders' proxies) holding more than two-thirds of the voting rights passed，The meeting shall also be attended by preferred shareholders (excluding preferred shareholders whose voting rights have been restored)，(1) Amend the articles of Association related to preferred shares;(2) reduce the registered capital of the company by more than 10% once or cumulatively;(3) Merger, division, dissolution or change of company form;(4) Issue preferred shares;(5) Other circumstances stipulated in the articles of association。

　　Article 78 A shareholder (including a shareholder's agent) shall exercise his voting rights by the number of shares with voting rights represented by him, and each share shall have one vote。

　　When the shareholders' meeting deliberates major matters affecting the interests of small and medium-sized investors, the votes for small and medium-sized investors shall be counted separately。The results of individual counting shall be publicly disclosed in a timely manner。

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

　　The company's board of directors, independent directors and shareholders who meet the relevant requirements may solicit shareholder voting rights。The solicitation of voting rights of shareholders shall fully disclose the specific voting intention and other information to the solicitor。It is prohibited to solicit shareholders' voting rights in the form of compensation or disguised compensation。The company shall not impose a minimum shareholding limit on the solicitation of voting rights。

　　Note: If the company has other shares outstanding, it should indicate whether it has voting rights。Where the voting rights of preferred shares are restored, the voting rights of each preferred share shall be determined according to the specific calculation method stipulated in the articles of association。

　　Article 79 When the general meeting of shareholders considers related transactions, the affiliated shareholders shall not participate in voting, and the number of shares with voting rights represented by them shall not be counted in the total number of valid votes;The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting situation of non-affiliated shareholders。

　　Note: The company shall, in accordance with the specific circumstances, formulate the withdrawal and voting procedures of related shareholders in the articles of association。

　　Article 80 On the premise of ensuring the legality and effectiveness of the shareholders' meeting, the Company shall, through various means and channels, give priority to providing modern information technology means such as a voting platform in the form of network to facilitate the shareholders' participation in the shareholders' meeting。

　　Note: Where the Company holds a general meeting of shareholders regarding the issue of preferred shares, it shall provide online voting and may facilitate the participation of shareholders in the general meeting through other means recognized by the CSRC。

　　Article 81 Unless the Company is in a crisis or other special circumstances, the Company will not enter into a contract with any person other than the directors, managers or other senior management personnel to entrust the management of all or important business of the company to that person unless approved by a special resolution of the general meeting of shareholders。

　　Article 82 The list of candidates for directors and supervisors shall be submitted to the shareholders' general meeting for vote by way of proposals。

　　When the general meeting of shareholders votes on the election of directors and supervisors, the cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or the resolutions of the general meeting of shareholders。

　　The term "cumulative voting system" as mentioned in the preceding paragraph means that when the general meeting of shareholders elects directors or supervisors, each share shall have the same voting rights as the number of directors or supervisors to be elected, and the voting rights of the shareholders may be used collectively。The board of directors shall announce to the shareholders the resumes of the candidate directors and supervisors　　Basic situation。

　　Note: The company shall specify in its articles of association the methods and procedures for the nomination of directors and supervisors, as well as matters related to the cumulative voting system。

　　Article 83 With the exception of the cumulative voting system, the general meeting of shareholders shall vote on all proposals one by one, and if there are different proposals on the same matter, the votes shall be taken in the chronological order in which the proposals were submitted。Unless the shareholders' meeting is suspended or cannot make a resolution due to special reasons such as force majeure, the shareholders' meeting will not suspend or withhold a vote on the proposal。

　　Article 84 When the shareholders' meeting considers a proposal, no amendment will be made to the proposal, otherwise, the relevant change shall be regarded as a new proposal and cannot be voted on at the current shareholders' meeting。

　　Article 85 The same voting right can only choose one of the on-site, online or other voting methods。In case of repeated voting of the same voting right, the result of the first vote shall prevail。

　　Article 86 The general meeting of shareholders shall be voted by secret ballot。

　　Article 87 Before the shareholders' meeting votes on the proposal, two shareholders' representatives shall be appointed to participate in the counting of votes and the supervision of votes。Where the matters under consideration have an interest in the shareholders, the relevant shareholders and their agents shall not participate in the counting and supervision of votes。

　　When the shareholders' meeting votes on the proposal, the lawyers, representatives of the shareholders and representatives of the supervisors shall be jointly responsible for counting and supervising the votes, and the voting results 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 Company who vote online or by other means, or their agents, have the right to check their voting results through the corresponding voting system。

　　Article 88 The end time of the shareholders' meeting shall not be earlier than the Internet or other means, and the moderator of the meeting shall announce the voting status and results of each proposal, and announce whether the proposal is adopted according to the voting results。

　　Before the formal announcement of the voting results, the relevant parties involved in the site, network and other voting methods of the shareholders' meeting, the company, the vote counter, the vote supervisor, the main shareholders, the network service party and other relevant parties have the obligation to keep the voting confidential。

　　Article 89 The shareholders present at the shareholders' meeting shall express one of the following opinions on the proposal put to the vote: consent, opposition or abstention。Securities registration and clearing institutions, as the nominal holders of stocks under the Mainland-Hong Kong Stock Connect mechanism, shall not make declarations according to the actual intention of the holders。

　　Votes not filled, incorrectly filled, illegible or not cast shall be deemed to have been abandoned by the voter, and the voting result of the number of shares held by the voter shall be counted as "abstention".。

　　Article 90 If the presiding officer of the meeting has any doubts about the outcome of the resolution submitted to the vote，The number of votes cast may be counted;If the moderator does not count the votes，Any shareholder or shareholder's agent present at the meeting has any objection to the result announced by the chairman of the meeting，The right to request a count immediately after the announcement of the result of the vote，The presiding officer of the meeting shall immediately organize the counting of votes。

　　Article 91 A resolution of the shareholders' meeting shall be announced in a timely manner, and the announcement shall state the number of shareholders and their agents present at the meeting, the total number of shares holding voting rights and their proportion in the total number of shares holding voting rights of the company, the voting method, the voting result of each proposal and the detailed contents of the resolutions adopted。

　　Note: Companies that issue domestic listed foreign shares shall count and announce the attendance and voting of domestic and foreign shareholders respectively。

　　Article 92 If the proposal is not passed, or the current shareholders' meeting changes the resolution of the previous shareholders' meeting, special notice shall be made in the announcement of the resolution of the shareholders' meeting。

　　Article 93 Where a proposal for the election of directors and supervisors is passed by the general meeting of shareholders, the new director and supervisor shall take office at [appointment time]。

　　Note: The confirmation method of the appointment time of the new director and supervisor shall be specified in the articles of association。

　　Article 94 If the shareholders' meeting passes the proposal on cash distribution, stock transfer or conversion of capital reserves into capital increase, the company will implement the specific plan within 2 months after the end of the shareholders' meeting。

　　Chapter V Board of Directors Section 1 Directors

　　Article 95 A director of a company who is a natural person may not serve as a director of the company under any of the following circumstances:

　　(1) having no or limited capacity for civil conduct;

　　(2) Being sentenced to criminal punishment for embezzlement, bribery, embezzlement of property, misappropriation of property, or undermining the order of the socialist market economy and the term of execution has not exceeded five years, or being deprived of political rights for a crime and the term of execution has not exceeded five years;

　　(3) if the director, factory director or manager of a company or enterprise in bankruptcy liquidation is personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company or enterprise;

　　(4) Acting as the legal representative of a company or enterprise whose business license is revoked or ordered to close due to violations of the law, and having personal responsibility, it has not been more than 3 years since the date of the company or enterprise's business license is revoked;

　　(5) debts owed by individuals in a relatively large amount are not repaid when they mature;

　　(6) Being banned from the securities market by the China Securities Regulatory Commission for a period not expired;

　　(7) Other contents stipulated by laws, administrative regulations or departmental rules。Where a director is elected or appointed in violation of the provisions of this Article, the election, appointment or appointment shall be invalid。If a director occurs under this Article during his term of office, the Company shall relieve him of his post。

　　Article 96 The directors shall be elected or replaced by the shareholders' assembly, and may be dismissed by the shareholders' assembly before the expiration of their term of office。The term of office of a director is [number of years], and the term of office may be re-elected。

　　The term of office of a director shall be counted from the date of his appointment until the expiration of the term of office of the current board of directors。If a director is not re-elected in time after the expiration of his term of office, the original director shall continue to perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the provisions of the Articles of Association before the newly elected director takes office。

　　A director may be held concurrently by a manager or other senior management personnel, but the total number of directors holding the positions of manager or other senior management personnel and the number of directors held by employee representatives shall not exceed half of the total number of directors of the company。

　　Note: The Articles of Association shall provide for standardized and transparent procedures for the appointment of directors。Members of the board of directors may include representatives of the employees of the company, and the articles of association of the company shall specify whether the board of directors of the company may be represented by representatives of the employees, and the number of representatives of the employees as directors。The workers' representatives on the board of directors shall be directly elected by the employees of the company through the workers' congress, the workers' assembly or any other form of democratic election。

　　Article 97 The directors shall abide by laws, administrative regulations and the Articles of Association, and shall have the following obligations of loyalty to the Company:

　　(1) shall not take advantage of their power to accept bribes or other illegal income, and shall not seize the property of the company;

　　(2) Shall not misappropriate company funds;

　　(3) Shall not store the assets or funds of the company in its own name or in an account opened in the name of other individuals;

　　(D) In violation of the provisions of the Articles of association, without the approval of the general meeting of shareholders or the board of directors, the company shall not lend funds to others or provide security for others with company property;

　　(5) Not enter into contracts or transactions with the Company in violation of the provisions of the Articles of Association or without the approval of the general meeting of shareholders;

　　(6) Without the approval of the general meeting of shareholders, shall not take advantage of his position to seek business opportunities that should belong to the Company for himself or others, or operate the same business as the Company for himself or for others;

　　(7) shall not accept the commission of transactions with the company as his own;

　　(8) Shall not disclose company secrets without authorization;

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

　　(10) Other obligations of loyalty stipulated by laws, administrative regulations, departmental rules and the Articles of Association。

　　Any income obtained by a director in violation of this article shall be owned by the company;If any loss is caused to the company, it shall be liable for compensation。

　　Note: In addition to the above obligations, the company may, according to specific circumstances, add requirements for other obligations of its directors to the articles of Association。

　　Article 98 The directors shall abide by laws, administrative regulations and the Articles of Association, and shall have the following obligations of diligence towards the Company:

　　(1) The Company shall exercise the rights granted by the Company prudently, conscientiously and diligently to ensure that the Company's business conduct complies with the requirements of national laws, administrative regulations and various economic policies of the State, and its business activities do not exceed the business scope specified in the business license;

　　(b) All shareholders shall be treated fairly;

　　(3) Timely understanding of the company's business operation and management;

　　(4) A written confirmation opinion shall be signed on the company's periodic report。Ensure that the information disclosed by the company is true, accurate and complete;

　　(5) The Board of supervisors shall be provided with the relevant information and materials truthfully and shall not prevent the Board of supervisors or the supervisors from exercising their functions and powers;

　　(6) Other obligations of diligence stipulated by laws, administrative regulations, departmental rules and the Articles of Association。

　　Note: A company may, according to specific circumstances, add requirements for the duty of diligence of its directors to its articles of association。

　　Article 99 If a director fails to attend the board meeting in person for two consecutive times or fails to entrust another director to attend the board meeting, he shall be deemed to be unable to perform his duties, and the board of directors shall propose to the general meeting of shareholders to replace him。

　　Article 100 A director may resign before his term of office expires。A director who resigns shall submit a written resignation report to the Board of Directors。The board of directors will disclose the relevant situation within two days。

　　If the number of directors on the board of directors of the company is lower than the statutory minimum due to the resignation of a director, the original director shall continue to perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the provisions of the Articles of Association before the newly elected director takes office。

　　Except as set out in the preceding paragraph, the resignation of a director shall take effect when the resignation report is served on the Board of Directors。

　　Article 101 When a director's resignation takes effect or his term of office expires, he shall complete all transfer procedures to the Board of directors. His duty of loyalty to the Company and the shareholders shall not be duly rescinded after the end of his term of office and shall remain valid within a reasonable period of time provided for in the Articles of Association。

　　Note: The articles of association of the company shall provide for the specific period of time for a director to assume the duty of loyalty after his resignation takes effect or his term of office expires。

　　Article 102 Without the provisions of these Articles of Association or the lawful authorization of the Board of directors, no director may act in his personal name on behalf of the company or the Board of Directors。When a director is acting in his own name, he shall state his position and identity in advance where a third party would reasonably believe that he is acting on behalf of the company or the Board。

　　Article 103 Where a director violates laws, administrative regulations, departmental rules or the provisions of the Articles of Association while performing his duties of the Company, thereby causing losses to the Company, he shall be liable for compensation。

　　Article 104 Independent directors shall comply with relevant provisions of laws, administrative regulations and departmental rules。

　　Section 2 The Board of Directors

　　Article 105 A company shall have a board of directors, which is responsible to the general meeting of shareholders。

　　Article 106 The Board of directors shall be composed of [number of] directors, with one chairman and [number of] vice chairmen。

　　Note: A company shall determine the number of directors in its articles of association。

　　Article 107 The Board of directors shall exercise the following functions and powers:

　　(1) to convene a general meeting of shareholders and report its work to the general meeting of shareholders;

　　(2) implementing the resolutions of the general meeting of shareholders;

　　(3) to decide on the company's business plan and investment plan;

　　(4) To formulate annual financial budget plans and final accounting plans of the company;

　　(5) formulating profit distribution plans and plans for making up losses of the company;

　　(6) To formulate plans for the company to increase or decrease its registered capital, issue bonds or other securities and go public;

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

　　(8) Within the scope authorized by the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, foreign guarantee matters, entrusted financial management, related transactions and other matters;

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

　　(10) appointing or dismissing the company's manager and secretary of the board of directors;To appoint or dismiss senior management personnel such as deputy managers and financial officers as nominated by the manager, and to decide on their remuneration, rewards and punishments;

　　(11) To formulate the basic management system of the company;

　　(12) To formulate an amendment plan for the Articles of Association;

　　(13) Managing the company's information disclosure;

　　(14) to submit to the general meeting of shareholders to hire or replace the accounting firm for the company's audit;

　　(15) Listen to the work report of the company manager and check the manager's work;

　　(16) Other powers granted by laws, administrative regulations, departmental rules or the Articles of Association。

　　The board of directors of the company shall set up an audit committee, and set up special committees such as [strategy], [nomination], [Compensation and evaluation] as necessary。The special committee is responsible to the Board of Directors and performs its duties in accordance with the Articles of Association and the authorization of the Board of Directors, and the proposal shall be submitted to the Board of Directors for consideration and decision。The members of the special committee are all composed of directors, among which the Audit Committee, [Nomination Committee] and [Remuneration and Assessment Committee] are the majority independent directors and serve as the conveners, and the conveners of the audit committee are accounting professionals。

　　Note: A general meeting of a company may authorize the Board of Directors of a company to pay dividends to preferred shareholders as provided for in the articles of Association。

　　Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for deliberation。

　　Article 108 The board of directors of a company shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial reports。

　　Article 109 The Board of directors shall formulate the rules of procedure of the Board of directors to ensure that the board of directors implements the resolutions of the general meeting of shareholders, improves work efficiency and ensures scientific decision-making。

　　The rules of procedure of the Board of directors shall be included in the articles of association of the company or as an annex to the articles of association, formulated by the Board of directors and approved by the general meeting of shareholders。

　　Article 110 The board of directors shall determine the authority of foreign investment, purchase and sale of assets, mortgage of assets, foreign guarantee matters, entrusted financial management and related transactions, and establish strict review and decision-making procedures;Major investment projects shall organize relevant experts and professionals to review and submit to the general meeting of shareholders for approval。

　　Note: The board of directors of the company shall, in accordance with relevant laws, regulations and the actual situation of the company, determine in the articles of association the scope of authority that meets the specific requirements of the company, and the specific proportion of the funds involved in the company's assets。

　　Article 111 The board of directors shall have one chairman and may have a vice chairman。The chairman and vice chairman shall be elected by the board of directors by more than half of all the directors。

　　Article 112 The chairman of the board shall exercise the following powers:

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

　　(2) To supervise and inspect the implementation of the resolutions of the Board of directors;

　　(3) Other functions and powers conferred by the Board of Directors。

　　Note: The board of Directors should be careful to grant authority to the Chairman, and routine or long-term authorization should be clearly specified in the articles of association。

　　Article 113 The vice chairman of the Company shall assist the chairman in his work，The chairman is unable or fails to perform his duties，Where the company has two or more vice-chairmen，The vice chairman shall be jointly elected by more than half of the directors to perform the duties);The vice chairman is unable or fails to perform his duties，One director shall be jointly nominated by more than half of the directors to perform the duties。

　　Article 114 The board of directors shall hold meetings at least twice a year, which shall be convened by the chairman of the board and shall be notified in writing to all the directors and supervisors 10 days before the meeting is held。

　　Article 115 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors or the board of supervisors may propose convening an extraordinary meeting of the board of directors。The chairman shall convene and preside over the board meeting within 10 days after receiving the proposal。

　　Article 116 The notification method of the Board of directors for convening a provisional board meeting is as follows: [Specific notification method];The notice time limit is: [Specific notice time limit]。

　　Article 117 The notice of the Board meeting shall include the following:

　　(1) The date and place of the meeting;

　　(2) the duration of the meeting;

　　(3) Causes and topics;

　　(4) The date of the notification。

　　Article 118 A board meeting may be held only when more than half of the directors are present。A resolution made by the board of directors must be passed by more than half of all the directors。

　　Resolutions of the board of directors shall be voted on by one person, one vote。

　　Article 119 A director who is connected with the enterprise involved in the matters resolved at the meeting of the board of directors shall not exercise the right to vote on the resolution, nor shall he exercise the right to vote on behalf of other directors。The meeting of the board of directors may be held with the attendance of more than half of the unrelated directors, and the resolutions made at the meeting of the Board of directors shall be passed by more than half of the unrelated directors。If the number of unrelated directors present at the board meeting is less than 3, the matter shall be submitted to the general meeting of shareholders for consideration。

　　Article 120 The voting method for resolutions of the Board of Directors is: [Specific voting method]。

　　Under the premise of ensuring that the directors fully express their opinions, the interim meeting of the board of directors may be conducted and a resolution made by [other means] and signed by the directors attending the meeting。

　　Note: This clause is optional and may be adopted by the Company in its Articles of Association at its sole discretion。

　　Article 121 A meeting of the board of directors shall be attended by the director himself;If a director is unable to attend the meeting for any reason, he may appoint another director to attend the meeting on his behalf in writing. The letter of proxy shall state the name of the agent, the matters of the agency, the scope of authorization and the period of validity, and shall be signed or sealed by the principal。A director attending the meeting on his behalf shall exercise the rights of a director within the scope of his authorization。A director who fails to attend a meeting of the board of directors and does not appoint a representative to attend the meeting shall be deemed to have waived his right to vote at that meeting。

　　Article 122 The board of directors shall make minutes of the decisions on matters discussed at the meeting, and the directors present at the meeting shall sign the minutes。

　　The minutes of board meetings shall be kept as company archives for a period of not less than 10 years。

　　Note: The company shall, according to the specific circumstances, stipulate in the articles of association the retention period of meeting minutes。

　　Article 123 Minutes of board meetings shall include the following:

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

　　(2) The name of the director present and the name of the director (agent) who is entrusted by others to attend the board meeting;

　　(3) Agenda of the meeting;

　　(4) points of directors' speeches;

　　(e) The manner and result of the voting on each resolution (the result of the voting shall indicate the number of votes for, against or abstentions)。

　　Chapter VI Managers and other senior management Personnel

　　Article 124 The Company shall have a manager, who shall be appointed or dismissed by the Board of directors。

　　The Company shall have [number of] deputy managers, who shall be appointed or dismissed by the Board of Directors。

　　The manager, deputy manager, chief financial officer, secretary of the Board of directors and [position] are senior management personnel of the company。

　　Note: The company may, depending on the circumstances, specify in its articles of association other candidates who are senior officers of the company。

　　Article 125 The exclusion from serving as director in Article 95 of the Articles of Association also applies to senior managers。

　　The provisions of Article 97 on the duty of loyalty of directors and Article 98 (4) ~ (6) on duty of diligence shall apply to the senior management at the same time。

　　Article 126 Any person who holds any administrative post other than a director or supervisor in a controlling shareholder of a company may not serve as a senior manager of the company。

　　Article 127 The term of office of a manager is [number of years], and the manager may be reappointed with consecutive appointments。

　　Article 128 The manager shall be responsible to the Board of directors and exercise the following functions and powers:

　　(1) to preside over the production and operation management of the company and organize the implementation of the Board of directors

　　Make resolutions and report the work to the Board of directors;

　　(2) Organizing the implementation of the company's annual business plan and investment plan;

　　(3) Drawing up plans for the establishment of the company's internal management organization;

　　(4) To formulate the basic management system of the company;

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

　　(6) proposing to the Board of Directors to appoint or dismiss the deputy manager and the chief financial officer of the company;

　　(7) To appoint or dismiss persons in charge of management other than those who should be appointed or dismissed by the Board of directors;

　　(8) Other functions and powers conferred by the Articles of Association or the Board of Directors。

　　The manager was present at the board meeting。

　　Note: The company shall, according to its own situation, formulate in the articles of association the functions and powers of the manager and the specific implementation measures that meet the actual requirements of the company。

　　Article 129 The manager shall formulate the working rules for the manager and submit them to the board of directors for approval before implementing them。

　　Article 130 The working rules for the manager shall include the following:

　　(1) the conditions, procedures and participants of the managers' meeting;

　　(2) The specific duties and division of labor of the manager and other senior management personnel;

　　(3) the use of the company's funds and assets, the authority to sign major contracts, and the reporting system to the board of directors and the Board of supervisors;

　　(4) Other matters deemed necessary by the Board of Directors。

　　Article 131 A manager may resign before his term of office expires。The specific procedures and measures for the resignation of the manager shall be stipulated in the service contract between the manager and the company。

　　Article 132 A company shall, according to its own circumstances, prescribe in its articles of association the procedure for the appointment and removal of deputy managers, the relationship between the deputy managers and the managers, and may specify the functions and powers of the deputy managers。

　　Article 133 The company shall have a secretary of the board of directors, who shall be responsible for the preparation of the general meeting of the company's shareholders and the meeting of the board of directors, the preservation of documents, the management of the company's shareholders' information, and the handling of information disclosure affairs。

　　The secretary of the Board of Directors shall abide by laws, administrative regulations, departmental rules and the relevant provisions of the Articles of Association。

　　Article 134 Senior managers who violate laws, administrative regulations, departmental rules or the provisions of the articles of Association while performing their duties of the company and cause losses to the company shall be liable for compensation。

　　Chapter VII Board of Supervisors Section 1 Supervisors

　　Article 135 The exclusion from serving as director in Article 95 of the Articles of Association shall also apply to supervisors。

　　Directors, managers and other senior managers shall not serve concurrently as supervisors。

　　Article 136 The supervisors shall abide by the laws, administrative regulations and the Articles of Association, bear the duty of loyalty and diligence to the Company, and shall not take advantage of their powers to accept bribes or other illegal income, or seize the property of the Company。

　　Article 137 The term of office of a supervisor shall be three years。When the term of office of a supervisor expires, he may be re-elected。

　　Article 138 Where a supervisor fails to be reelected in time after the expiration of his term of office, or a supervisor resigns during his term of office, resulting in fewer than the quorum of members on the board of supervisors, the original supervisor shall continue to perform his duties as a supervisor in accordance with the provisions of laws, administrative regulations and the Articles of Association before the newly elected supervisor takes office。

　　Article 139 The supervisor shall ensure that the information disclosed by the company is true, accurate and complete。

　　Article 140 Supervisors may attend meetings of the board of directors without voting rights and raise questions or suggestions on matters resolved by the Board of directors。

　　Article 141 A supervisor shall not use his or her association to harm the interests of the company, and shall be liable for compensation if any loss is caused to the company。

　　Article 142 Where a supervisor violates laws, administrative regulations, departmental rules or the provisions of the articles of Association while performing his duties, thereby causing losses to the Company, he shall be liable for compensation。

　　Section 2 The Board of Supervisors

　　Article 143 A company shall have a board of supervisors。The board of supervisors shall be composed of [number of] supervisors. The board of Supervisors shall have 1 chairman and may have a vice chairman。The chairman and vice chairman of the board of supervisors shall be elected by more than half of all supervisors。The chairman of the Board of supervisors shall convene and preside over meetings of the board of supervisors;If the chairman of the board of supervisors is unable or fails to perform his duties, the vice chairman of the board of Supervisors shall convene and preside over the meeting of the board of supervisors;If the vice chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly nominated by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors。

　　The board of supervisors shall include shareholders' representatives and an appropriate proportion of employees' representatives, of which the proportion of employees' representatives shall not be less than 1/3。The staff representatives on the board of supervisors shall be democratically elected by the staff and workers of the company through the staff and workers' congress, the staff and workers' congress or other forms。

　　Note: The Supervisory Board shall have at least 3 members。The articles of association shall specify the specific proportion of employees' representatives on the board of supervisors。

　　Article 144 The Board of supervisors shall exercise the following functions and powers:

　　(1) The periodic report of the company prepared by the Board of directors shall be examined and reviewed and written review opinions shall be submitted;

　　(2) To examine the company's financial affairs;

　　(3) To supervise the performance of the duties of the directors and senior managers of the Company, and to propose the removal of directors and senior managers who violate laws, administrative regulations, the articles of Association or resolutions of the shareholders' meeting;

　　(4) requiring directors and senior managers to make corrections when their acts harm the interests of the company;

　　(5) to propose the convening of an extraordinary general meeting of shareholders, and to convene and preside over a general meeting of shareholders when the Board of directors fails to perform its duties of convening and presiding over the general meeting as prescribed by the Company Law;

　　(6) To submit proposals to the general meeting of shareholders;

　　(7) instituting a lawsuit against a director or senior manager in accordance with Article 151 of the Company Law;

　　(8) It may conduct an investigation if it finds that the operation of the company is abnormal;If necessary, it may employ accounting firms, law firms and other professional institutions to assist it in its work, and the expenses shall be borne by the company。

　　Note: The articles of association may specify other functions and powers of the supervisor。

　　Article 145 The Board of supervisors shall hold at least one meeting every six months。The supervisor may propose a temporary meeting of the board of supervisors。

　　A resolution of the board of supervisors shall be passed by more than half of the supervisors。

　　Article 146 The Board of Supervisors shall formulate the rules of procedure for the Board of Supervisors, clarifying the methods of discussion and voting procedures of the Board of Supervisors, so as to ensure the working efficiency and scientific decision-making of the board of Supervisors。

　　Note: The rules of procedure of the Board of Supervisors provide for the convening and voting procedures of the Board of Supervisors。The rules of procedure of the Board of Supervisors shall be listed in the articles of association or annexed to the articles of association, formulated by the Board of Supervisors and approved by the general meeting of shareholders。

　　Article 147 The board of supervisors shall make minutes of the decisions on the items discussed, and the supervisors present at the meeting shall sign their names on the minutes。

　　The supervisor shall have the right to require some kind of explanatory record on the record of his speech at the meeting。The minutes of the meetings of the supervisory board shall be kept as company records for at least 10 years。

　　Note: The company shall, according to the specific circumstances, stipulate in the articles of association the retention period of meeting minutes。

　　Article 148 The notice of the meeting of the Board of Supervisors shall include the following:

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

　　(2) Causes and topics;

　　(3) The date of the notification。

　　Chapter VIII Financial accounting System, Profit Distribution and Audit Section I Financial accounting system

　　Article 149 A company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments。

　　Article 150 A company shall submit its annual financial reports to the CSRC and the stock exchanges within four months from the end of each fiscal year，Submit semi-annual financial reports to the dispatched offices of the CSRC and the stock exchanges within two months from the end of the first six months of each fiscal year，Submit quarterly financial and accounting reports to the local offices of the CSRC and the stock exchanges within one month after the end of the first three and nine months of each fiscal year。

　　The above financial and accounting reports shall be prepared in accordance with relevant laws, administrative regulations and departmental rules。

　　Article 151 The Company shall keep no accounting books other than those prescribed by law。The assets of the company shall not be stored in an account in the name of any individual。

　　Article 152 When a company distributes after-tax profits for the current year, 10% of the profits shall be included in the company's statutory reserve fund。If the accumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it may no longer be withdrawn。

　　Where the company's statutory reserve fund is not sufficient to make up the losses of previous years, the company shall first make up the losses with the profits of the current year before drawing the statutory reserve fund in accordance with the provisions of the preceding paragraph。

　　After the company has withdrawn the statutory reserve fund from the after-tax profits, it may also withdraw any reserve fund from the after-tax profits upon resolution of the general meeting of shareholders。

　　The after-tax profits remaining after the company has made up the losses and withdrawn the provident fund shall be distributed according to the proportion of shares held by the shareholders, except for those not distributed according to the proportion of shares as provided for in the Articles of Association。

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

　　The shares of the company held by the Company shall not participate in the distribution of profits。

　　The company shall specify in the articles of association the priority order of cash dividends relative to stock dividends in the way of profit distribution, and state the following:

　　(1) the decision-making procedure and mechanism of the Board of Directors and the general meeting of shareholders of the company on profit distribution, especially cash dividend, the specific conditions, decision-making procedures and mechanism for adjusting the established profit distribution policy, especially the cash dividend policy, and the measures taken to fully listen to the opinions of independent directors and minority shareholders。

　　(2) The specific content of the company's profit distribution policy, especially the cash dividend policy, the form of profit distribution, the period interval of profit distribution, especially the cash dividend, the specific conditions for cash dividends, the conditions for the issuance of stock dividends, the minimum amount or proportion of cash dividends in each period (if any), etc。

　　Note: The Company shall pay dividends to preferred shareholders in cash and shall not distribute profits to common shareholders until the agreed dividends have been paid in full。

　　Article 153 The company's common reserve fund shall be used to make up the company's losses, expand the company's production and operation or be converted to increase the company's capital。However, the capital reserve will not be used to cover the company's losses。

　　When the statutory reserve fund is converted into capital, the remaining reserve fund shall not be less than 25% of the registered capital of the company before the conversion。

　　Article 154 After the shareholders' meeting of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within two months after the shareholders' meeting is held。

　　Article 155 The Company's profit distribution policy is [Specific Policy]。Note: Companies issuing domestic listed foreign shares shall supplement the content of this section in accordance with the relevant provisions in the Implementation Rules of the Provisions on Domestic Listed Foreign Shares。

　　Section 2 Internal audit

　　Article 156 The company shall implement an internal audit system and appoint full-time auditors to conduct internal audit supervision over the company's financial revenues and expenditures and economic activities。

　　Article 157 The company's internal audit system and the duties of auditors shall be implemented after approval by the board of directors。The auditor is responsible and reports to the Board of Directors。

　　Section 3 Appointment of a public accounting firm

　　Article 158 The Company shall employ an accounting firm that has obtained the "qualification for securities-related business" to conduct audit of financial statements, verification of net assets and other related consulting services. The term of employment shall be one year and may be renewed。

　　Article 159 The appointment of a public accounting firm by a company must be decided by the shareholders' general meeting, and the board of directors may not appoint a public accounting firm before the shareholders' general meeting decides。

　　Article 160 The Company guarantees to provide true and complete accounting documents, accounting books, financial accounting reports and other accounting materials to the accounting firm it employs, and may not refuse, conceal or make false statements。

　　Article 161 The audit fees of a public accounting firm shall be determined by the shareholders' meeting。

　　Article 162 When a company dismisses or does not renew a public accounting firm, it shall notify the public accounting firm [days] in advance, and the public accounting firm shall be allowed to state its opinion when the shareholders' meeting votes on the dismissal。

　　Where a public accounting firm resigns, it shall explain to the shareholders' meeting whether the company has any improper circumstances。

　　Chapter IX Notices and Announcements Section 1 Notices

　　Article 163 A company's notice shall be given in the following forms:

　　(1) to be delivered by special persons;

　　(2) send it by mail;

　　(3) by public announcement;

　　(4) Other forms provided for in the Articles of Association。

　　Article 164 Where a notice is issued by a company in the form of a public announcement, it shall be deemed to have been received by all relevant personnel。

　　Article 165 The notice of a company's general meeting of shareholders shall be made in the form of [specific notice]。

　　Article 166 The notice of a meeting of the board of directors held by the company shall be made by [specific notification method]。

　　Article 167 The Company shall notify the meeting of the Board of supervisors in the manner of [specific notification]。

　　Note: The company shall, in accordance with the actual situation, determine the specific notification methods of various meetings of the company in the articles of association。

　　Article 168 The company's notice is delivered by special person，Signature (or seal) of the return receipt，The date of receipt is the date of delivery;Company notices were sent by mail，The [days] working days from the date of delivery to the post office shall be the date of delivery;Company notices are sent by public notice，The date of publication of the first public notice shall be the date of service。

　　Article 169 The failure to send notice of the meeting to a person entitled to notice or the failure of such person to receive notice of the meeting shall not invalidate the meeting and the decisions taken at the meeting。

　　Section 2 Announcement

　　Article 170 The Company designates [media name] as the media that publishes company announcements and other information that needs to be disclosed。

　　Note: The company shall, within the scope of media designated by the China Securities Regulatory Commission, identify one or more newspapers and a website in the articles of association as the media for the company to disclose information。

　　Chapter X Merger, Division, Capital increase, capital reduction, dissolution and liquidation Section 1 Merger, division, capital increase and capital reduction

　　Article 171 A company may adopt a merger by absorption or a new merger。

　　The absorption of one company by other companies is a merger by absorption, and the absorbed company is dissolved。The merger of two or more companies to establish a new company is a new merger, and the parties to the merger shall be dissolved。

　　Article 172 In case of a company merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets。The company shall notify the creditors within 10 days from the date of making the merger resolution, and make an announcement in the name of the newspaper within 30 days。

　　Creditors may, within 30 days from the date of receipt of the notice, or within 45 days from the date of public announcement if they have not received the notice, require the company to pay off its debts or provide corresponding guarantees。

　　Article 173 In the event of a company merger, the claims and debts of the parties to the merger shall be taken over by the company that survives the merger or the newly established company。

　　Article 174 Where a company is divided, its property shall be divided accordingly。In case of division of a company, a balance sheet and a list of assets shall be prepared。The company shall

　　The creditors shall be notified within 10 days from the date of the division resolution, and the announcement shall be made on [newspaper name] within 30 days。

　　Article 175 The company after the division shall be jointly and severally liable for the debts incurred before the division。However, unless otherwise agreed in a written agreement between the Company and its creditors on the payment of debts before the division。

　　Article 176 When a company needs to reduce its registered capital, it must prepare a balance sheet and an inventory of its assets。

　　The company shall notify the creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the name of the newspaper within 30 days。The creditor shall, within 30 days from the date of receipt of the notice, or within 45 days from the date of public announcement if it has not received the notice, have the right to require the company to pay off its debts or provide corresponding guarantees。

　　The registered capital of the company after capital reduction will not be lower than the statutory minimum。

　　Article 177 Where a company is merged or divided and the registered items are changed, it shall register the change with the company registration authority in accordance with law;If the company is dissolved, the company shall be registered for cancellation according to law;Where a new company is to be established, the company establishment registration shall be completed in accordance with the law。

　　If a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law。

　　Section 2 Dissolution and Liquidation

　　Article 178 A company is dissolved for the following reasons:

　　(1) The term of operation stipulated in the Articles of Association expires or any other cause for dissolution stipulated in the Articles of Association occurs;

　　(2) dissolution by resolution of the general meeting of shareholders;

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

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

　　(5) Where there are serious difficulties in the operation and management of the company, and the continued existence of the company will cause significant losses to the interests of the shareholders, which cannot be resolved through other means, the shareholders holding more than 10% of the voting rights of all the shareholders of the company may request the people's court to dissolve the company。

　　Article 179 Where a company falls under Item (1) of Article 178 of these Articles of Association, it may continue to exist by amending these Articles of Association。

　　Any amendment to the Articles of Association in accordance with the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders present at the general meeting of shareholders。

　　Article 180 Where a company is dissolved as a result of items (1), (2), (4) or (5) of Article 178 of the Articles of Association, a liquidation group shall be established within 15 days from the date of occurrence of the cause of dissolution to begin liquidation。The liquidation group shall be composed of the directors or other personnel determined by the shareholders' meeting。If a liquidation group is not established within the time limit, the creditor may apply to the people's court to appoint relevant personnel to form a liquidation group to conduct liquidation。

　　Article 181 The liquidation team shall exercise the following functions and powers during the liquidation period:

　　(1) liquidate the company's assets and prepare a balance sheet and a list of assets respectively;

　　(2) notifying or announcing creditors;

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

　　(4) to settle the taxes owed and the taxes generated in the course of liquidation;

　　(5) to settle claims and debts;

　　(6) Disposing of the remaining property of the company after paying off its debts;

　　(7) Participating in civil litigation activities on behalf of the company。

　　Article 182 The liquidation group shall notify the creditors within 10 days from the date of its establishment, and make a public announcement in the name of the newspaper within 60 days。Creditors shall, within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if they have not received the notice, report their claims to the liquidation group。

　　In declaring a creditor's right, the creditor shall explain the relevant matters of the creditor's right and provide supporting materials。The liquidation group shall register the creditor's rights。

　　During the period of filing claims, the liquidation group shall not pay off the creditors。

　　Article 183 After liquidating the company's assets and preparing the balance sheet and list of assets, the liquidation group shall work out a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation。

　　The remaining property of the company after the payment of liquidation expenses, employees' wages, social insurance expenses and legal compensation, the payment of taxes owed and the repayment of company debts shall be distributed by the Company in proportion to the shares held by the shareholders。

　　During the liquidation period, the company shall continue to exist, but shall not carry out any business activities unrelated to the liquidation。

　　The property of the company shall not be distributed to the shareholders until it has been paid off in accordance with the provisions of the preceding paragraph。

　　Note: When the company that has issued preferred shares is liquidated due to dissolution, bankruptcy, etc，The remaining property of the company after repayment in accordance with the relevant provisions of the Company Law and the bankruptcy Law，Priority shall be given to the preferred shareholders for the payment of unpaid dividends and the liquidation amount stipulated in the articles of association of the company，Not enough to pay in full，According to the proportion of preferred shareholders。

　　Article 184 Where the liquidation group, after liquidating the company's assets and preparing the balance sheet and list of assets, finds that the company's assets are insufficient to pay off its debts, it shall apply to the people's court for the declaration of bankruptcy according to law。

　　After the company is declared bankrupt by a ruling of the people's court, the liquidation team shall transfer the liquidation affairs to the people's court。

　　Article 185 After the liquidation of a company is completed, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, submit it to the company registration authority, apply for cancellation of the company registration, and announce the termination of the company。

　　Article 186 Members of the liquidation group shall be faithful to their duties and perform their liquidation obligations according to law。

　　No member of the liquidation group shall take advantage of his power to accept bribes or other illegal income, and shall not encroach on the property of the company。

　　If any member of the liquidation group causes losses to the company or creditors due to intent or gross negligence, he shall be liable for compensation。

　　Article 187 Where a company is declared bankrupt according to law, bankruptcy liquidation shall be carried out in accordance with the law on enterprise bankruptcy。

　　第十一章　修改章程

　　Article 188 A company shall amend its articles of association under any of the following circumstances:

　　(1) After the Company Law or the relevant laws and administrative regulations are amended, the matters provided for in the articles of Association conflict with the provisions of the amended laws and administrative regulations;

　　(2) The circumstances of the company have changed and are inconsistent with the matters recorded in the articles of association;

　　(3) The general meeting of shareholders decides to amend the articles of association。

　　Article 189 If the amendment to the articles of association adopted by the shareholders' meeting is subject to the examination and approval of the competent authority, it shall be submitted to the competent authority for approval;Where the company registration matters are involved, the alteration registration shall be handled according to law。

　　Article 190 The Board of Directors shall amend the articles of Association in accordance with the resolution adopted by the shareholders' assembly to amend the articles of Association and the approval opinions of the relevant competent authorities。

　　Article 191 The amendments to the articles of association belong to the information required to be disclosed by laws and regulations, and shall be announced in accordance with the provisions。

　　Chapter XII Supplementary Provisions

　　Article 192 Interpretation

　　(1) Controlling shareholders refer to shareholders whose ordinary shares (including preferred shares with voting rights restored) account for more than 50% of the total share capital of the company;Shareholders who hold less than 50% of the shares, but whose voting rights are sufficient to have a significant influence on the resolutions of the general meeting。

　　(2) The actual controller means a person who, although not a shareholder of the company, can actually control the conduct of the company through an investment relationship, agreement or other arrangement。

　　(3) Relevant relationship refers to the relationship between a company's controlling shareholder, actual controller, director, supervisor, senior management and the enterprise directly or indirectly controlled, as well as other relationships that may lead to the transfer of the company's interests。However, enterprises controlled by the state are not only related to each other because they are controlled by the state。Article 193 The Board of directors may formulate detailed rules in accordance with the articles of Association。The articles of Association shall not conflict with the provisions of the Articles of Association。

　　Article 194 The Articles of Association are written in Chinese. In case of any inconsistency between the Articles of Association in any other language or different version, the Chinese version of the Articles of Association after the latest approval and registration of the Full name of the Company Registration Authority shall prevail。

　　Article 195 The terms "above", "within" and "below" in these Articles of Association shall include these terms;"Beyond", "below", "more than" do not include this number。

　　Article 196 The Board of Directors shall be responsible for the interpretation of the articles of Association。

　　Article 197 The annex to this Constitution includes the rules of procedure of the shareholders' meeting, the rules of procedure of the Board of Directors and the rules of procedure of the Board of Supervisors。

　　Article 198 Where the State has other provisions on preferred shares, such provisions shall prevail。

　　Article 199 These Articles of Association shall come into force as of the date of promulgation。The Guidelines on the Articles of Association of Listed Companies (Amended in 2014) (SFC Announcement No. 47 (2014)) shall be repealed at the same time。

　　Source: China Securities Regulatory Commission