Articles of Association

Jiangsu Shentong Valve Co., Ltd.

Articles of Association

December 2012
Jiangsu Shentong Valve Co., Ltd.
Articles of Association
Directory
Chapter I General Provisions
Chapter II Business Purpose and Scope
Chapter III Shares
Section 1 Issuance of Shares
Section II. Increase, decrease and repurchase of shares
Section 3 Transfer of Shares
Chapter IV Shareholders and General Meeting of Shareholders
Section 1 Shareholders
Section 2 General Provisions of the General Meeting of Shareholders
Section 3 Convening of the General Meeting of Shareholders
Section IV Proposal and Notice of the General Meeting of Shareholders
Section 5 Convening of the General Meeting of Shareholders
Section 6 Voting and Resolutions of the General Meeting of Shareholders
Chapter V Board of Directors
Section 1 Directors
Section 2 Board of Directors
SECTION 3 INDEPENDENT DIRECTORS
Chapter VI President and other senior management personnel
Chapter VII Board of Supervisors
Section 1 Supervisors
Section 2 Board of Supervisors
Chapter VIII Party Building Work
Section 1 Structure of Party Organizations
Section 2 Functions and powers of the Party Committee of the Company
Section III Authority of the Commission for Discipline Inspection of the Company
Chapter IX Financial Accounting System, Profit Distribution and Audit.
Section 1 Financial Accounting System
Section II Internal Audit
Section III Appointment of Accounting Firms
Chapter X Notices and Announcements
Section 1 Notifications
Section 2 Announcement
Chapter XI Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation
Section I. Merger, Division, Capital Increase and Capital Reduction
Section 2 Dissolution and Liquidation
Chapter XII Special Provisions
Chapter XIII Amendments to the Articles of Association
Chapter XIV Supplementary Provisions

Chapter I General Provisions
Article 1 These Articles of Association are formulated in accordance with the Company Law of the the People's Republic of China (hereinafter referred to as the Company Law), the Securities Law of the the People's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions for the purpose of safeguarding the legitimate rights and interests of the Company, shareholders and creditors and regulating the organization and conduct of the Company.
Article 2 A company is a company limited by shares (hereinafter referred to as the "company") established in accordance with the "Company Law", "Securities Law" and other relevant regulations.
The company was established by means of initiation through the overall change of the limited company, registered with the Nantong Administrative Examination and Approval Bureau, and obtained a business license. The unified social credit code is 9132060072521804X6.
Article 3 with the approval of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") on June 7, 2010, the company issued 26 million RMB common shares to the public for the first time, and was listed on the Shenzhen Stock Exchange on June 23, 2010.
Article 4 Company Registered Name: Jiangsu Shentong Valve Co., Ltd.
英文名称：JIANGSU SHENTONG VALVE CO.,LTD.
Article 5 Company domicile: Nanyang Town, Qidong City, Jiangsu Province Postal Code: 226200
Article 6 The registered capital of the Company shall be RMB 507.537461 million Yuan.
If the total registered capital of the company is changed due to the increase or decrease of the registered capital of the company, after the general meeting of shareholders of the company has deliberated and passed a resolution on the increase or decrease of the registered capital, the board of directors of the company may be authorized by resolution to handle the registration procedures for the change of the registered capital of the company.
Article 7 The Company shall be a company limited by shares with perpetual existence.
Article 8 The chairman or president shall be the legal representative of the company.
Article 9 All assets of the Company shall be divided into equal shares, and the shareholders shall be liable to the Company to the extent of the shares subscribed by them, and the Company shall be liable for the debts of the Company with all its assets.
Article 10 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and its shareholders, and between shareholders and shareholders, and shall be legally binding on the company, shareholders, directors, supervisors, president and other senior managers. According to this Articles of Association, shareholders can sue shareholders, shareholders can sue directors, supervisors, presidents and other senior management personnel of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, presidents and other senior management personnel.
Article 11 the term "other senior managers" as mentioned in the articles of association refers to the vice president, secretary of the board of directors and chief financial officer of the company.
Article 12 The Company shall, in accordance with the provisions of the Constitution of the Communist Party of China, establish Communist Party organizations and carry out Party activities. The company provides the necessary conditions for the activities of the party organization.

Chapter II Business Purpose and Scope
Article 13 The company's business purpose: to create value for users, create opportunities for employees, create wealth for society, and create returns for shareholders.
Article 14 After registration according to law, the company's business scope is: R & D, production and sales of valves and metallurgical, electric power, chemical machinery, proportional servo valves; installation, maintenance, and repair of valves and electromechanical equipment; installation, maintenance, and technical consultation of industrial equipment And technical services; operating the export business of the company's own products and technologies; operating the import business of raw and auxiliary materials, instruments, machinery and equipment, spare parts and technologies required for the production and scientific research of the enterprise (except for the goods and technologies that are restricted by the state and prohibited by the state). (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments)

Chapter III Shares
Section 1 Issuance of Shares
Article 15 The shares of a company shall be in the form of shares.
Article 16 The issuance of shares of a company shall follow the principles of openness, fairness and impartiality, and each share of the same type shall have the same rights.
Shares of the same class issued at the same time shall be issued on the same terms and at the same price per share, and the same price shall be paid for each share subscribed by any entity or individual.
Article 17 Shares issued by a company shall be denominated in Renminbi.
Article 18 The shares issued by the company shall be centrally deposited in the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 19 The promoters of the company are Chinese natural persons Wu Jianxin, Zhang Yifang, Huang Gaoyang, Yu Zhengtao, Chen Yongsheng, Huang Yuanzhong and Hong Kong Yicheng Group Co., Ltd. When the company was established, the promoters converted the net assets corresponding to their shares in the original Jiangsu Shentong Valve Co., Ltd. into shares of the company at 1:0.9903. After the shares were converted, Wu Jianxin held 23.4 million shares, Zhang Yifang held 11.7 million shares, Huang Gaoyang held 7.8 million shares, Yu Zhengtao held 7.8 million shares, Chen Yongsheng held 3.9 million shares, Huang Yuanzhong held 3.9 million shares and Hong Kong Yicheng Group Co., Ltd. held 19.5 million shares.
Among the promoters of the company, the shareholding ratio of Hong Kong Yicheng Group Co., Ltd. was changed to 8.9423 on January 22, 2015. Therefore, Qidong Municipal Bureau of Commerce issued the "foreign-invested enterprise approval certificate cancellation receipt" to the company on February 13, 2015; since April 18, 2015, Hong Kong Yicheng Group Co., Ltd. no longer holds shares in the company.
Article 20 The total number of shares of the Company is 507.537461 million shares, all of which are ordinary shares, and the par value is indicated in RMB.
The par value of each share of the Company's shares is RMB1.
Article 21 The Company or its subsidiaries (including subsidiaries of the Company) shall not provide any financial assistance to persons who purchase or intend to purchase shares of the Company in the form of gifts, advances, guarantees, compensation or loans.

Section II. Increase, decrease and repurchase of shares
Article 22 In accordance with the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital by the following methods through resolutions made by the general meeting of shareholders:
(I) public offering of shares;
(II) non-public offering of shares;
(III) the distribution of bonus shares to existing shareholders;
(IV) to increase share capital with provident fund;
(V) laws, administrative regulations and other methods approved by the CSRC.
Article 23 A company may reduce its registered capital. The reduction of the company's registered capital shall be handled in accordance with the "Company Law" and other relevant regulations and the procedures stipulated in this Articles of Association.
Article 24 A company may purchase its shares in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association under the following circumstances:
(I) reduction of the company's registered capital;
(II) merger with other companies holding shares of the Company;
(III) use of the shares for employee stock ownership plans or equity incentives;
The (IV) shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders;
(V) the use of the shares for the conversion of corporate bonds issued by the Company that are convertible into shares;
(VI) the company is necessary to safeguard the value of the company and the rights and interests of shareholders.
Except for the above, the Company does not engage in trading of shares of the Company.
Article 25 The acquisition of the Company's shares by the Company may be carried out by means of public centralized trading, or by other means recognized by laws, administrative regulations and the China Securities Regulatory Commission.
Where the company acquires the shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where a company acquires shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of these Articles of Association, it shall be subject to a resolution of the general meeting of shareholders; where the company acquires shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of these Articles of Association, it may, in accordance with the provisions of these Articles of Association or the authorization of the general meeting of shareholders, be resolved by the meeting of the board of directors attended by more than 2/3 directors.
After the company acquires the company's shares in accordance with Article 24 of this Articles of Association, it shall be canceled within 10 days from the date of acquisition in the case of item (I); in the case of items (II) and (IV), it shall be within 6 months Transfer or cancellation; in the case of items (III), (V), and (VI), the total number of shares of the Company held by the Company shall not exceed 10% of the total issued shares of the Company, and shall be transferred or canceled within 3 years.

Section 3 Transfer of Shares
Article 27 The shares of a company may be transferred in accordance with the law, and the number of shareholders of the company after the transfer shall meet the relevant requirements of laws and regulations.
After the stock is terminated from listing, the company's stock enters the agency share transfer system to continue trading, and the company may not amend this provision.
Article 28 The Company shall not accept the shares of the Company as the subject matter of the pledge right.
Article 29 The shares of the Company held by the promoters shall not be transferred within one year from the date of establishment of the Company. The shares issued by the company before the public offering of shares shall not be transferred within one year from the date of listing and trading of the company's shares on the stock exchange.
The directors, supervisors and senior managers of the company shall declare to the company the shares they hold and their changes, and the shares transferred each year during their term of office shall not exceed 25% of the total number of shares of the same type held by them, except for changes in shares caused by judicial enforcement, inheritance, bequest, division of property according to law; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer the shares of the company held by them within half a year after leaving their posts.
Article 30 Shareholders, directors, supervisors, and senior managers of a company holding more than 5% of the shares shall sell the company's stocks or other securities of an equity nature held by them within 6 months after the purchase, or sell them. If you buy again within 6 months after the sale, the proceeds from this will belong to the company, and the company's board of directors will recover the proceeds. However, the securities company holds more than 5% of the shares as a result of the underwriting purchase of the remaining shares after the sale, and other circumstances as prescribed by the CSRC.
The shares or other securities of an equity nature held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph, including shares or other securities of an equity nature held by their spouses, parents and children and held using the accounts of others.
If the board of directors of the company fails to implement the provisions of the first paragraph of this article, the shareholders have the right to request the board of directors to implement it within 30 days. If the board of directors of the company fails to implement the above-mentioned time limit, the shareholders shall have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of the first paragraph of this article, the responsible directors shall be jointly and severally liable in accordance with the law.

Chapter IV Shareholders and General Meeting of Shareholders
Section 1 Shareholders
Article 31 The Company shall establish a register of shareholders on the basis of the certificates provided by the securities registration institution, and the register of shareholders shall be sufficient evidence to prove that the shareholders hold the shares of the Company. Shareholders have rights and obligations according to the type of shares they hold; shareholders holding shares of the same type have the same rights and obligations.
Article 32 When a company convenes a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that require the identification of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date, and the shareholders registered after the closing of the equity registration date shall be the shareholders who enjoy the relevant rights and interests.
Article 33 The shareholders of a company shall enjoy the following rights:
(I) receive dividends and other forms of distribution of benefits in accordance with their share of shares;
The (II) requests, convenes, presides over, participates in or appoints shareholders' agents to attend the general meeting of shareholders in accordance with the law, and exercises the corresponding voting rights;
The (III) shall supervise the operation of the company and make suggestions or inquiries;
(IV) transfer, gift or pledge its shares in accordance with the provisions of laws, administrative regulations and the Articles of Association;
(V) access to these Articles of Association, the register of shareholders, corporate bond stubs, minutes of general meetings of shareholders, resolutions of meetings of the Board of Directors, resolutions of meetings of the Board of Supervisors, and financial and accounting reports;
In the event of the termination or liquidation of the (VI) company, it shall participate in the distribution of the remaining property of the company according to its share of shares;
(VII) a shareholder who disagrees with a resolution on the merger or division of the company made by the general meeting of shareholders and requires the company to purchase its shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the Articles of Association.
Article 34 If a shareholder proposes to consult the relevant information mentioned in the preceding article or request materials, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it in accordance with the requirements of the shareholders after verifying the identity of the shareholders.
Article 35 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders shall have the right to request the people's court to determine the invalidity.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or these articles of association, or if the contents of the resolution violate these articles of association, the shareholders shall have the right to request the people's court to revoke the resolution within 60 days from the date of the resolution.
Article 36 If a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties, causing losses to the company, the shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days shall have the right to request the board of supervisors to bring a lawsuit to the people's court in writing; if the board of supervisors violates the provisions of laws, administrative regulations or the articles of association when performing its duties, causing losses to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit in the people's court.
If the board of supervisors or the board of directors refuses to file a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent, and failure to file a lawsuit immediately will cause irreparable damage to the company's interests, The shareholders specified in the preceding paragraph have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.
If another person infringes upon the legitimate rights and interests of the company and causes losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit in the people's court in accordance with the provisions of the preceding two paragraphs.
Article 37 If a director or senior manager violates the provisions of laws, administrative regulations or the Articles of Association and harms the interests of shareholders, the shareholders may file a lawsuit in the people's court.
Article 38 The shareholders of a company shall undertake the following obligations:
(I) abide by laws, administrative regulations and these Articles of Association;
The (II) shall pay the share capital in accordance with the shares subscribed by him and the mode of entry;
The (III) may not withdraw its shares except under the circumstances prescribed by laws and regulations;
The (IV) shall not abuse the rights of shareholders to harm the interests of the company or other shareholders, and if the shareholders of the company abuse the rights of shareholders and cause losses to the company or other shareholders, they shall be liable for compensation in accordance with the law;
The (V) shall not abuse the independent status of the company as a legal person and the limited liability of shareholders to the detriment of the interests of the company's creditors; if the shareholders of the company abuse the independent status of the company as a legal person and the limited liability of shareholders to avoid debts and seriously harm the interests of the company's creditors, they shall bear joint and several liability for the debts of the company;
(VI) other obligations required by laws, administrative regulations and this Articles of Association.
Article 39 If a shareholder holding more than 5% of the voting shares of the company pledges his shares, he shall make a written report to the company from the day when the fact occurs.
Article 40 The controlling shareholders and actual controllers of a company shall not use their associated relationships to harm the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation.
The controlling shareholder and the actual controller of the company have a duty of good faith to the company and the public shareholders of the company. The controlling shareholder shall strictly exercise the rights of the investor in accordance with the law, and the controlling shareholder shall not damage the legitimate rights and interests of the company and the public shareholders by means of profit distribution, asset reorganization, foreign investment, capital occupation, loan guarantee, etc., and shall not use its controlling position to damage the interests of the company and the public shareholders.

Section 2 General Provisions of the General Meeting of Shareholders
Article 41 The general meeting of shareholders is the authority of the company and shall exercise the following functions and powers in accordance with the law:
(I) determine the company's business policies and investment plans;
The (II) elects and replaces directors and supervisors not held by employee representatives, and decides on matters concerning the remuneration of directors and supervisors;
(III) review and approve the report of the Board of Directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan and final accounts plan;
(VI) review and approve the company's profit distribution plan and loss recovery plan;
The (VII) shall make a resolution on the increase or decrease of the registered capital of the company;
The (VIII) makes resolutions on the issuance of corporate bonds;
The (IX) shall make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the Company;
(X) to amend the Articles of Association;
(11) to make resolutions on the employment and dismissal of accounting firms by the company;
(12) to consider and approve the guarantee matters stipulated in Article 41;
(xiii) Consideration of the purchase or sale of significant assets by the company within one year in excess of 30 per cent of the company's latest audited consolidated statement of assets;
(xiv) Consideration and approval of changes in the use of proceeds;
(xv) Consideration of equity incentive plans and employee stock ownership plans;
(16) Deliberating other matters that should be decided by the general meeting of shareholders as stipulated by laws, administrative regulations, departmental rules or these Articles of Association.
Article 42 The following external guarantees of the Company shall be approved by the general meeting of shareholders:
Any guarantee provided after the total amount of external guarantees of the (I) company and the company's controlling subsidiaries reaches or exceeds 50% of the net assets of the company's latest audited consolidated statement;
(II) any guarantee provided after the total amount of external guarantees of the Company and the Company's holding company reaches or exceeds 30% of the total assets of the Company's most recent audited consolidated statement;
(III) guarantees in which the cumulative amount of the company's guarantees in the last twelve months exceeds 30% of the company's latest audited total assets;
The guarantee provided by the (IV) for the guarantee object whose asset-liability ratio exceeds 70%;
(V) a guarantee in which the amount of a single guarantee exceeds 10% of the net assets of the company's latest audited consolidated statement;
The guarantee provided by the (VI) to the shareholders, actual controllers and their related parties of the company;
(VII) other guarantee situations stipulated in relevant laws, regulations and regulatory documents, Shenzhen Stock Exchange or the articles of association of the company.
The company's external guarantee shall obtain the consent of more than 2/3 of the directors present at the meeting of the board of directors and the consent of more than 2/3 of all independent directors, or the approval of the general meeting of shareholders. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantees. The company shall hold accountable those responsible for providing external guarantees in violation of the approval authority and review procedures.
When the general meeting of shareholders deliberates on the (III) guarantee matters of the preceding paragraph, it shall be approved by more than 2/3 of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates on the (VI) guarantee matters of the preceding paragraph, the shareholder or the shareholder controlled by the actual controller shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders present at the general meeting of shareholders. Where the company provides guarantee for the controlling shareholder, the actual controller and its related parties, the controlling shareholder, the actual controller and its related parties shall provide counter-guarantee.
Article 43 The general meeting of shareholders shall be divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders is held once a year and shall be held within 6 months after the end of the previous fiscal year.
Article 44 Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence of the facts:
When the number of (I) directors is less than 2/3 of the number stipulated in the Company Law or the number stipulated in the Articles of Association;
When the uncompensated loss of the (II) company reaches 1/3 of the total paid-in share capital;
(III) shareholders who individually or collectively hold more than 10% of the company's shares request;
(IV) the Board of Directors deems it necessary;
When the Board of Supervisors of the (V) proposes to convene;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules or the Articles of Association.
Article 45 the place where the company holds the general meeting of shareholders is Qidong City, Jiangsu Province.
The general meeting of shareholders will be held in the form of an on-site meeting, and shall, in accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission and the Articles of Association, provide the Internet and other methods permitted by laws and regulations to facilitate shareholders' participation in the general meeting. Shareholders who participate in the general meeting of shareholders through the above-mentioned methods shall be deemed to have attended.
Where the company convenes the general meeting of shareholders to vote in the form of network, it shall provide shareholders with a safe, economical and convenient network voting system for the general meeting of shareholders. Investors who pass the identity verification of the network voting system of the general meeting of shareholders can confirm their legal and effective shareholder status and have legal and effective voting rights. If the company convenes a general meeting of shareholders to vote by other means approved by the securities regulatory authority, the identity of shareholders shall be confirmed in accordance with the relevant business rules.
Article 46 When the company convenes a general meeting of shareholders, it will hire a lawyer to issue legal opinions on the following issues and make an announcement:
Whether the procedures for convening and holding the (I) meeting comply with the provisions of laws, administrative regulations and these Articles of Association;
(II) whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(III) whether the voting procedures and voting results of the meeting are legal and valid;
The (IV) shall issue legal opinions on other relevant issues at the request of the Company.

Section 3 Convening of the General Meeting of Shareholders
Article 47 The independent directors shall have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. With regard to the proposal of independent directors to convene an interim general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and these articles of association, give written feedback on whether to agree or disagree to convene an interim general meeting of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; if the board of directors does not agree to convene an extraordinary general meeting of shareholders, it will explain the reasons and make an announcement.
Article 48 The board of supervisors shall have the right to propose to the board of directors the convening of an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and these articles of association, put forward written feedback on whether or not to convene an interim general meeting of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any changes to the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to provide feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform the duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over the meeting on its own.
Article 49 Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and these Articles of Association, provide written feedback on whether or not to convene an extraordinary general meeting of shareholders within 10 days after receiving the request.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original request in the notice shall obtain the consent of the relevant shareholders.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to provide feedback within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares have the right to propose to the board of supervisors to convene an extraordinary general meeting of shareholders, and shall submit it in writing to the board of supervisors Make a request.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days of receiving the request. Any change to the original proposal in the notice shall obtain the consent of the relevant shareholders.
If the board of supervisors fails to issue a notice of the general meeting of shareholders within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders, and shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside on their own.
Article 50 If the board of supervisors or shareholders decide to convene a general meeting of shareholders on their own, they must notify the board of directors in writing and report to the Shenzhen Stock Exchange for the record.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%.
The board of supervisors or the convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 51 The board of directors and the secretary of the board of directors will cooperate with the board of supervisors or the general meeting of shareholders convened by the shareholders themselves. The board of directors shall provide the register of shareholders on the date of record.
Article 52 The Company shall bear the expenses necessary for the general meeting of shareholders convened by the Board of Supervisors or the shareholders themselves.
Section IV Proposal and Notice of the General Meeting of Shareholders
Article 53 The content of the proposal shall fall within the scope of the powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and this Articles of Association.
Article 54 The company convenes a general meeting of shareholders, and the board of directors, the board of supervisors, and shareholders who individually or collectively hold more than 3% of the company's shares have the right to submit proposals to the company.
Shareholders who individually or collectively hold more than 3% of the company's shares may submit an interim proposal and submit it in writing to the convener 10 days before the general meeting of shareholders. The convener shall issue a supplementary notice of the shareholders' meeting within 2 days after receiving the proposal, announcing the contents of the interim proposal.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders.
For proposals that are not specified in the notice of the general meeting of shareholders or do not comply with the provisions of Article 52 of this Articles of Association, the general meeting of shareholders shall not vote and make resolutions.
Article 55 The convener will notify the shareholders by announcement 20 days before the annual general meeting, and the extraordinary general meeting will notify the shareholders by announcement 15 days before the meeting.
The date of the meeting shall not be included in the calculation of the commencement period by the Company.
Article 56 The notice of the general meeting of shareholders shall include the following:
The time, place and duration of the (I) meeting;
(II) matters and proposals submitted for consideration at the meeting;
The (III) shall state in obvious words that all shareholders shall have the right to attend the general meeting of shareholders and may entrust a proxy in writing to attend the meeting and vote, and the shareholder's proxy need not be a shareholder of the company;
the date on which the (IV) is entitled to attend the general meeting of shareholders;
Name and telephone number of permanent contact person for (V) affairs;
(VI) network or other means of voting time and voting procedures.
The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose all the specific contents of all proposals. If the matter to be discussed requires the opinions of the independent directors, the opinions and reasons of the independent directors will be disclosed at the same time when the notice of the general meeting of shareholders or the supplementary notice is issued.
If the general meeting of shareholders adopts the network or other means, the voting time and voting procedures of the network or other means shall be clearly stated in the notice of the general meeting of shareholders. If the general meeting of shareholders uses the Internet or other methods to vote, the start time shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day of the on-site general meeting of shareholders, and the end time shall not be earlier than the on-site general meeting of shareholders. 3:00 pm on the day of the end.
The interval between the date of record and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 57 where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will fully disclose the detailed information of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information;
Whether the (II) is related to the Company or the controlling shareholder and actual controller of the Company;
(III) disclosure of the number of shares held in the Company;
Whether the (IV) has been punished by the CSRC and other relevant departments and the stock exchange.
In addition to the cumulative voting system for the election of directors and supervisors, each candidate for director or supervisor shall be proposed by a single proposal.
Article 58 After the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or canceled without proper reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be canceled. In the event of an extension or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the original date.

Section 5 Convening of the General Meeting of Shareholders
Article 59 the board of directors and other conveners of the company will take necessary measures to ensure the normal order of the general meeting of shareholders. Measures will be taken to stop acts that interfere with the general meeting of shareholders, stir up trouble and infringe upon the legitimate rights and interests of shareholders, and timely report to the relevant departments for investigation and punishment.
Article 60 All shareholders or their proxies registered on the date of registration of shares shall have the right to attend the general meeting of shareholders. and exercise the right to vote in accordance with the relevant laws, regulations and the Articles of Association.
Shareholders may attend the general meeting in person, or they may entrust a proxy to attend and vote on their behalf.
Article 61 If an individual shareholder attends the meeting in person, he shall present his ID card or other valid certificates or certificates that can show his identity, and stock account card; if an agent is entrusted to attend the meeting, the agent shall also present his valid ID card and shareholder Power of attorney.
A legal person shareholder shall be present at the meeting by the legal representative or an agent entrusted by the legal representative. If the legal representative attends the meeting, he shall present his ID card and a valid certificate that can prove his qualification as a legal representative; if an agent is entrusted 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 person shareholder unit in accordance with the law.
Article 62 The power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall contain the following contents:
the name of the (I) agent;
Whether the (II) has the right to vote;
an instruction of the (III) to vote in favor of, against or abstain from each item under consideration placed on the agenda of the general meeting;
The date of issuance and validity period of the (IV) power of attorney;
(V) the signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person unit shall be affixed.
Article 63 The power of attorney shall indicate whether the shareholder's agent may vote as he or she wishes if the shareholder does not give specific instructions.
Article 64 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. A notarized power of attorney or other authorization document, and a proxy form must be kept at the company's residence or other place specified in the notice convening the meeting.
If the principal is a legal person, its legal representative or a person authorized by the resolution of the board of directors or other decision-making bodies shall attend the general meeting of shareholders of the company as a representative.
Article 65 The company shall be responsible for making the conference register of the attendees. The register of meetings shall specify the names (or names of units) of the participants, identity card numbers, residential addresses, the amount of shares held or represented with voting rights, and the names (or names of units) of the agents.
Article 66 The convener and the lawyer hired by the company shall jointly verify the legality of the shareholders' qualifications on the basis of the register of shareholders provided by the securities registration and settlement institution, and register the name (or names) of the shareholders and the number of shares with voting rights held by them. The registration of the meeting shall be terminated before the presiding officer of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 67 When the general meeting of shareholders is held, all directors, supervisors and the secretary of the board of directors of the company shall attend the meeting, and the president and other relevant senior management personnel shall attend the meeting as nonvoting delegates.
Article 68 The general meeting of shareholders shall be presided over by the chairman of the board. If the chairman is unable to perform his duties or fails to perform his duties, a director jointly elected by more than half of the directors shall preside.
The general meeting of shareholders 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, he shall be presided over by a supervisor jointly elected by more than half of the supervisors.
The shareholders' meeting convened by the shareholders themselves shall be presided over by a representative elected by the convener.
When the general meeting of shareholders is held, if the chairman of the meeting violates the articles of association or the rules of procedure of the general meeting of shareholders, so that the general meeting of shareholders cannot continue, with the consent of more than half of the shareholders attending the general meeting with voting rights, the general meeting of shareholders may elect one person as the chairman of the meeting to continue the meeting.
Article 69 The company shall formulate the rules of procedure of the general meeting of shareholders, which specify in detail the convening and voting procedures of the general meeting of shareholders, including notification, registration, deliberation of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signatures, announcements, etc., as well as the principle of authorization of the general meeting of shareholders to the board of directors, the authorization content 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 70 At the annual general meeting of shareholders, the board of directors and the board of supervisors shall report to the general meeting of shareholders on their work in the past year. Each independent director shall also make a debriefing report.
Article 71 the directors, supervisors and senior managers shall explain and explain the questions and suggestions of shareholders at the general meeting of shareholders.
Article 72 The presiding officer of the meeting shall announce the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held before voting, and the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held shall be subject to the registration of the meeting.
Article 73 The general meeting of shareholders shall have minutes of the meeting, which shall be the responsibility of the secretary of the board of directors. The minutes of the meeting recorded the following:
(I) the time, place, agenda and name of the convener;
The names of the presiding officer of the (II) meeting and the directors, supervisors and senior managers who attend or attend the meeting as non-voting delegates;
(III) the number of shareholders and proxies present at the meeting, the total number of voting shares held and the proportion of the total number of shares of the company;
(IV) the deliberations on each proposal, the main points of the speech and the voting results;
(V) shareholders' inquiries or suggestions and corresponding replies or explanations;
the names of (VI) lawyers, tellers and scrutineers;
Other contents that shall be recorded in the minutes of the meeting in (VII) with the provisions of these Articles of Association.
Article 74 The convener shall ensure that the contents of the minutes of the meeting are true, accurate and complete. The directors, supervisors, the secretary of the board of directors, the convener or their representatives, and the presiding officer attending the meeting shall sign the meeting minutes. The minutes of the meeting shall be kept together with the signature book of the shareholders present on the spot and the valid information of the proxy for attendance, and the retention period shall not be less than 10 years.
Article 75 The convener shall ensure that the general meeting of shareholders is held continuously until the final resolution is formed. If the general meeting of shareholders is suspended or unable to make a resolution due to 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 make a timely announcement. At the same time, the convener shall report to the CSRC dispatch office and the stock exchange where the company is located.

Section 6 Voting and Resolutions of the General Meeting of Shareholders
Article 76 Resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions.
An ordinary resolution at a general meeting of shareholders shall be adopted by more than 1/2 of the voting rights held by the shareholders (including proxies) present at the general meeting of shareholders.
A special resolution at a general meeting of shareholders shall be adopted by more than two-thirds of the voting rights held by shareholders (including proxies) present at the general meeting of shareholders.
Article 77 The following matters shall be adopted by ordinary resolution of the general meeting of shareholders:
(I) the work reports of the board of directors and the board of supervisors;
(II) the profit distribution plan and the loss recovery plan formulated by the board of directors;
(III) the appointment and removal of members of the board of directors and the board of supervisors (but in the case of the cumulative voting system for the election of directors and supervisors of the company, it shall be implemented in accordance with the provisions of Article 82 of these Articles of Association) and their remuneration and payment methods;
(IV) the company's annual budget plan and final accounts plan;
Annual reports of (V) companies;
(VI) matters other than those that shall be adopted by special resolution as provided by laws, administrative regulations or these Articles of Association.
Article 78 The following matters shall be adopted by special resolution of the general meeting of shareholders:
increase or decrease of the registered capital of the (I) company;
(II) the division, merger, dissolution, liquidation or change of corporate form of the Company;
(III) spin-off and listing of subsidiaries;
(IV) the amendment of the articles of association (including the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors);
The (V) company purchases or sells major assets or guarantees more than 30% of the company's latest audited total assets within one year;
(VI) issuance of shares, convertible bonds, preferred shares and other securities approved by the CSRC;
(VII) repurchase of shares for the purpose of reducing the registered capital;
(VIII) major asset restructuring;
(IX) equity incentive plans;
(X) the resolution of the general meeting of shareholders of the listed company to voluntarily withdraw its shares from the Stock Exchange and decide not to trade on the Stock Exchange or to apply for trading or transfer on other trading venues;
(11) Other matters determined by ordinary resolution of the general meeting of shareholders to have a significant impact on the company and need to be passed by special resolution;
(12) Adjustment of profit distribution policy;
(13) Other matters stipulated by laws, administrative regulations or the company's 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 passed by special resolution.
Article 79 Shareholders (including shareholders' agents) shall exercise their voting rights by the amount of voting shares they represent, and each share shall have one vote.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of the separate vote count shall be disclosed publicly in a timely manner.
The shares of the Company held by the Company do not have voting rights and such shares are not included in the total number of voting shares present at the General Meeting of Shareholders.
If a shareholder buys the voting shares of the company in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the prescribed proportion shall not exercise the voting rights within 36 months after the purchase, and shall not be included in the total number of voting shares attending the general meeting of shareholders.
The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders' voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit the voting rights of shareholders in a paid or disguised form. The Company shall not impose a minimum shareholding restriction on the solicitation of voting rights.
Article 80 When matters relating to connected transactions are considered at a general meeting of shareholders, connected shareholders shall not participate in voting, and the number of shares representing them with voting rights shall not be counted in the total number of valid votes; resolutions of general meetings of shareholders shall fully disclose the voting status of non-connected shareholders.
If an affiliated shareholder should recuse himself and does not recuse himself, a non-affiliated shareholder may request his recusal.
The recusal and voting procedures for affiliated shareholders are as follows:
The matters considered at the general meeting of shareholders of the (I) are related to the related shareholders, and the shareholders shall disclose their related relationship to the board of directors of the company before the date of the general meeting of shareholders;
When the (II) general meeting of shareholders considers the related transaction matters, the presiding officer of the general meeting announces the related shareholders and explains and explains the related relationship between the related shareholders and the related transaction matters;
The presiding officer of the (III) general meeting announces the recusal of the connected shareholders, and the non-connected shareholders shall consider and vote on the related transaction;
A resolution (IV) the formation of a related transaction shall be adopted by more than half of the voting shares of the unrelated shareholders present at the meeting, or by more than 2/3 of the voting shares of the unrelated shareholders present at the meeting if the transaction falls within the scope of a special resolution.
If the related shareholders fail to disclose or recuse themselves from the related transactions in accordance with the above procedures, the resolution on the related transactions shall be null and void.
Article 81 the company shall, on the premise of ensuring the legality and effectiveness of the general meeting of shareholders, give priority to providing modern information technology means such as voting platform in the form of network through various ways and channels, so as to facilitate shareholders' participation in the general meeting of shareholders.
If the general meeting of shareholders considers one of the following matters, arrangements shall be made to facilitate the participation of small and medium shareholders in the general meeting of shareholders through the Shenzhen Stock Exchange system, Internet voting system, etc:
(I) the company's major asset restructuring, the total price of the assets purchased is 20% or more than the audited net book value of the assets purchased;
The (II) company purchases or sells significant assets or guarantees more than 30% of the company's total audited assets in the latest period within one year;
(III) shareholders to repay the debts owed to the company with the equity or physical assets of the listed company held by them;
(IV) affiliated enterprises that have a significant impact on the listed company to go public abroad;
(V) profit distribution policy adjustment matters;
(VI) issue of preferred shares;
(VII) matters that have a significant impact on the rights and interests of small and medium-sized shareholders.
When the general meeting of shareholders considers the above matters, the company will provide shareholders with an online voting system for the general meeting of shareholders in accordance with the network technical support provided by the Shenzhen Stock Exchange and China Securities Depository and Clearing Co., Ltd. and comply with relevant regulations. All shareholders registered on the date of registration of the general meeting of shareholders shall have the right to exercise their voting rights through the online voting system of the general meeting of shareholders.
Article 82 Except in special circumstances such as the company is in crisis, the company will not enter into a contract with a person other than a director or senior manager to hand over the management of all or important business of the company to that person without the approval of a special resolution of the general meeting of shareholders.
Article 83 The list of candidates for directors and supervisors shall be submitted to the general meeting of shareholders for voting in the form of proposals.
When voting on the election of two or more directors and supervisors at the general meeting of shareholders, a cumulative voting system shall be implemented.
The cumulative voting system referred to in the preceding paragraph means that in the election of directors or supervisors at a general meeting of shareholders, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders may be used centrally. The board of directors shall announce the resumes and basic information of the candidate directors and supervisors to the shareholders.
Candidates for directors shall be nominated in writing by the current board of directors, or nominated by shareholders who individually or collectively hold more than 3% of the company's shares in accordance with the proposal procedures specified in Article 53 of the company's articles of association, and submitted to the general meeting of shareholders for election. The nomination of candidates for independent directors shall be in accordance with Relevant regulations.
Candidates for shareholder representative supervisors shall be nominated in writing by the current board of supervisors, or nominated by shareholders who individually or collectively hold more than 3% of the company's shares in accordance with the proposal procedures stipulated in Article 53 of the company's articles of association, and submitted to the general meeting of shareholders for election.
Candidates for employee representative supervisors on the board of supervisors shall be nominated by the company's trade union and directly elected by the employee representative assembly.
Article 84 Except for the cumulative voting system, the general meeting of shareholders will vote on all proposals item by item. If there are different proposals on the same matter, the voting will be conducted in the order in which the proposals are submitted. Except for special reasons such as force majeure that cause the shareholders' meeting to be suspended or unable to make a resolution, the shareholders' meeting will not shelve or not vote on the proposal.
Article 85 When the general meeting of shareholders considers a proposal, it will not modify the proposal. Otherwise, the relevant change shall be regarded as a new proposal and cannot be voted on at this general meeting of shareholders.
Article 86 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting on the same voting right, the result of the first vote shall prevail.
Article 87 The general meeting of shareholders shall be voted by secret ballot.
Article 88 Before the general meeting of shareholders votes on a proposal, the chairman of the meeting shall designate two shareholder representatives to participate in the counting and monitoring of votes, and state the number of shares held by the shareholder representatives as scrutineers. If the matters under consideration are of interest to the shareholders, the relevant shareholders and agents shall not participate in the counting and scrutiny of votes.
When voting on a proposal at a general meeting of shareholders, lawyers, shareholder representatives and supervisor representatives shall be jointly responsible for counting and monitoring 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. The company may hire a professional company to provide services for the counting of votes voted on by the general meeting of shareholders, and the professional company shall be responsible for the results of the counting of votes.
Shareholders of the company or their proxies who vote through the Internet or other means have the right to verify their voting results through the corresponding voting system.
Article 89 The on-site end time of the general meeting of shareholders shall not be earlier than the Internet or other methods. The chairman of the meeting shall announce the voting status and results of each proposal, and announce whether the proposal is passed or not based on the voting results.
Before the official announcement of the voting results, the companies, vote tellers, scrutineers, major shareholders, network service providers and other relevant parties involved in the on-site, online and other voting methods of the general meeting of shareholders shall have the obligation to keep the voting confidential.
Article 90 Shareholders present at the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain.
Unfilled, misfilled, illegible voting votes, and uncast voting votes shall be deemed to have waived the right to vote, and the voting result of the number of shares held by the voter shall be counted as "abstention".
Article 91 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting fails to count the votes, the shareholders or shareholders' proxies present at the meeting have the right to request a count of the votes immediately after the announcement of the voting results, and the presiding officer of the meeting shall organize a count of the votes immediately.
Article 92 The resolutions of the general meeting of shareholders shall be announced in a timely manner. The announcement shall specify the number of shareholders and proxies present at the meeting, the total number of voting shares held by them and the proportion of the total number of voting shares of the company, the voting method, and each proposal. The voting results and the details of the resolutions passed.
Article 93 If the proposal is not passed, or the current general meeting of shareholders changes the resolution of the previous general meeting of shareholders, a special reminder shall be made in the announcement of the resolution of the general meeting of shareholders.
Article 94 If the general meeting of shareholders passes the proposal for the election of directors and supervisors, the new directors and supervisors shall take office after the resolution of the general meeting of shareholders is made.
Article 95 If the general meeting of shareholders passes the proposal on cash distribution, share gift or capital reserve conversion to share capital, the company will implement the specific plan within 2 months after the end of the general meeting of shareholders.

Chapter V Board of Directors
Section 1 Directors
Article 96 The directors of a company shall be natural persons. Under any of the following circumstances, one cannot serve as a director of the company:
(I) incapacity or limited capacity for civil conduct;
(II) who are sentenced to criminal punishment for embezzlement, bribery, embezzlement or misappropriation of property or disruption of the socialist market economic order and not more than five years after the expiration of the term of execution, or who are deprived of political rights for committing a crime and not more than five years after the expiration of the term of execution;
If a (III) is a director, factory director or president of a company or enterprise that has been liquidated and 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;
Where the (IV) is the legal representative of a company or enterprise whose business license has been revoked or whose closure has been ordered for violation of the law, and is personally liable, three years have not elapsed since the date of revocation of the business license of the company or enterprise;
A large amount of debt owed by the (V) individual is due and outstanding;
(VI) the China Securities Regulatory Commission imposed a penalty of prohibition of entry into the securities market, and the time limit has not expired;
Other contents stipulated by (VII) laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this Article, the election, appointment or appointment shall be null and void. The company shall remove a director from office if this Article occurs during his term of office.
Article 97 The directors shall be elected or replaced by the general meeting of shareholders for a term of 3 years. Directors may be re-elected upon expiration of their term of office. Before the expiration of the term of office of a director, the general meeting of shareholders cannot remove him from office without cause.
The term of office of the directors shall be calculated from the date of taking office until the expiration of the term of office of the current board of directors. If a director is not re-elected in time at the expiration of his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the provisions of this Articles of Association before the re-elected director takes office.
Directors may be concurrently held by the president or other senior management personnel, but the total number of directors concurrently holding the post of president or other senior management personnel shall not exceed 1/2 of the total number of directors of the company.
Article 98 The directors shall abide by laws, administrative regulations and these Articles of Association, and have the following obligations of loyalty to the company:
(I) shall not take advantage of their functions and powers to accept bribes or other illegal income, and shall not embezzle the company's property;
The (II) shall not misappropriate the company's funds;
A (III) may not open an account for the company's assets or funds in its own name or in the name of any other individual;
The (IV) shall not, in violation of the provisions of this Articles of Association, lend the Company's funds to others or provide security for others with the Company's property without the consent of the General Meeting of Shareholders or the Board of Directors;
The (V) shall not enter into contracts or conduct transactions with the Company in violation of the provisions of these Articles of Association or without the consent of the General Meeting of Shareholders;
Without the approval of the general meeting of shareholders, (VI) shall not take advantage of inside information or position to seek business opportunities that should belong to the company for themselves or others, or operate the same business as the company for others on their own account or for others;
(VII) shall not accept and reclaim commissions in connection with the transactions of the Company;
(VIII) shall not disclose company secrets without authorization;
(IX) shall not take advantage of their associated relationships to harm the interests of the Company;
(X) other faithfulness obligations stipulated in laws, administrative regulations, departmental rules and the Articles of Association.
The income obtained by the directors in violation of the provisions of this article shall belong to the company; if losses are caused to the company, they shall be liable for compensation.
Article 99 The directors shall abide by the laws, administrative regulations and these Articles of Association, and shall have the following duties of diligence to the company:
The (I) shall exercise the rights granted by the company carefully, earnestly and diligently to ensure that the company's business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
the (II) shall treat all shareholders fairly;
(III) carefully read the company's business, financial reports, timely understanding of the company's business management;
The (IV) shall sign a written confirmation opinion on the company's periodic report. Ensure that the information disclosed by the company is true, accurate and complete;
The (V) shall truthfully provide relevant information and materials to the board of supervisors, and shall not hinder the board of supervisors or the supervisors from exercising their functions and powers;
(VI) other diligence obligations stipulated in laws, administrative regulations, departmental rules and the Articles of Association.
Article 100 If a director fails to attend in person for two consecutive times and does not entrust other directors to attend the board meeting, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 100 A director may resign before the expiration of his term of office. The resignation of a director shall submit a written resignation report to the board of directors. The board of directors will disclose the relevant information within 2 days.
If the resignation of a director causes the company's board of directors to fall below the statutory minimum number, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these articles of association before the re-elected director takes office.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 92 When a director's resignation becomes effective or his term of office expires, he shall complete all transfer procedures with the board of directors. His duty of loyalty to the company and shareholders shall not be automatically discharged after the end of his term of office, and shall be within a reasonable period of 2 years as stipulated in this Articles of Association. Still valid.
A director whose term of office has not yet ended shall be liable for compensation for losses caused to the company as a result of his unauthorized resignation.
If a director who is responsible for the company cannot resign because he has certain responsibilities that have not been discharged, or if he leaves without authorization without passing the audit and causes losses to the company, he shall be liable for compensation.
Article No director may act on behalf of the company or the board of directors in his own name without the provisions of these articles of association or the legal authorization of the board of directors. When a director acts in his or her own name, the director shall declare his or her position and identity in advance if a third party reasonably believes that the director is acting on behalf of the company or the board of directors.
Article 2004 Directors who violate laws, administrative regulations, departmental rules or the provisions of this Articles of Association when performing their duties in the company and cause losses to the company shall be liable for compensation.
Article 155 The qualifications, nomination, resignation and other matters of independent directors shall be implemented in accordance with the relevant provisions of laws, administrative regulations and departmental rules.

Section 2 Board of Directors
Article 106 The company shall have a board of directors, which shall be responsible to the general meeting of shareholders.
Article 07 The board of directors shall consist of seven directors, including three independent directors. The board of directors shall have one chairman.
Article 108 The board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders;
(III) determine the company's business plans and investment plans;
(IV) and formulate the company's annual financial budget plan and final accounts plan;
(V) formulating the company's profit distribution plan and loss recovery plan;
(VI) formulate plans for the increase or decrease of the company's registered capital, the issuance of bonds or other securities and the listing of the company;
(VII) to formulate plans for major acquisitions, acquisitions of the Company's shares or mergers, divisions, dissolutions and changes in the form of the Company;
The (VIII) shall, within the scope of authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, related transactions, external donations and other matters;
(IX) determine the establishment of the company's internal management structure;
(X) appoint or dismiss the president and the secretary of the board of directors of the company; appoint or dismiss the vice president, the person in charge of finance and other senior management personnel of the company according to the nomination of the president, and decide on their remuneration, rewards and punishments;
(11) to formulate the basic management system of the company;
(xii) Formulating plans for the revision of these Articles of Association;
(xiii) Managing the disclosure of company information;
(14) To propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
(15) to listen to the work report of the president of the company and check the work of the president;
(16) The annual general meeting of the company may authorize the board of directors to decide to issue shares with a total financing amount of not more than RMB 0.3 billion and not more than the 20% of net assets at the end of the latest year to a specific target, and the authorization shall expire on the date of the next annual general meeting of shareholders;
(17) Other functions and powers granted by laws, administrative regulations, departmental rules or the Articles of Association. Matters beyond the scope of authorization of the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 109 The board of directors of the company shall explain to the general meeting of shareholders the non-standard audit opinion issued by the certified public accountant on the company's financial report.
Article 110 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 stipulate the convening and voting procedures of the board of directors, and shall be included in the articles of association or as an annex to the articles of association, drafted by the board of directors and approved by the general meeting of shareholders.
The Board of Directors establishes special committees, such as the Audit Committee, and formulates the rules of procedure (rules for implementation) of the special committees and discloses them.
Article 111 The board of directors shall determine the authority for foreign investment, purchase or sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, and external donations, and establish strict review and decision-making procedures; major investment projects shall organize relevant Experts and professionals conduct reviews and report to the general meeting of shareholders for approval. The decision-making authority is stipulated as follows:
(I) transaction
1. The total assets involved in the transaction account for more than 10% of the total audited assets of the listed company in the latest period. However, the total assets involved in the transaction account for more than 50% of the total audited assets of the listed company in the latest period, and need to be submitted to the general meeting of shareholders for consideration (if the total assets involved in the transaction have both book value and evaluation value, the higher is used as the calculation data);
2. The net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. However, the net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan, and it needs to be submitted to the general meeting of shareholders for consideration (if the net assets involved in the transaction have both book value and evaluation value, the higher is used as the calculation data);
3. The relevant operating income of the subject matter of the transaction (such as equity) in the most recent fiscal year accounts for more than 10% of the audited operating income of the listed company in the most recent fiscal year, and the absolute amount exceeds 10 million yuan. However, the relevant operating income of the subject matter of the transaction (such as equity) in the most recent fiscal year accounts for more than 50% of the audited operating income of the listed company in the most recent fiscal year, and the absolute amount exceeds 50 million yuan, which must be submitted to the general meeting of shareholders for deliberation;
4. The net profit of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 1 million yuan. However, the relevant net profit of the subject matter of the transaction (such as equity) in the most recent fiscal year accounts for more than 50% of the audited net profit of the listed company in the most recent fiscal year, and the absolute amount exceeds 5 million yuan, and it needs to be submitted to the general meeting of shareholders for consideration;
5. The transaction amount (including assumed debts and expenses) accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. However, the transaction amount (including the assumption of debts and expenses) accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan, which needs to be submitted to the general meeting of shareholders for consideration;
6. The profit generated by the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 1 million yuan. However, the profit generated by the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan, which needs to be submitted to the general meeting of shareholders for deliberation.
Authorization of (II) to borrow money from banks, credit unions and other financial institutions
The amount of a single loan from a bank and other financial institutions shall not exceed 20% of the total assets of the latest audited consolidated statement (or equivalent foreign currency, converted at the midpoint of the foreign exchange borrowed on the day before the signing of the loan contract, the same below), or the cumulative amount of loans within 12 consecutive months shall not exceed 50% of the total assets of the latest audited consolidated statement. However, if the amount of the loan exceeds the approval authority of the board of directors, it shall be submitted to the general meeting of shareholders for consideration and approval.
(III) guarantee (including mortgage and pledge)
Other external guarantees other than those required by Article 42 of these Articles of Association to be submitted to the general meeting of shareholders for approval. The external guarantee matters that should be approved by the board of directors must obtain the consent of more than 2/3 directors present at the board meeting and the consent of more than 2/3 independent directors.
Special events (IV) the purchase or sale of assets
In the event of a purchase or sale of assets, the Company shall, whichever is higher in the total amount of assets and the transaction amount, be calculated cumulatively over a period of twelve consecutive months according to the type of transaction, and shall be executed in accordance with the authority of the subject matter of the transaction in the payment (I). However, if the cumulative amount exceeds 30% of the latest audited total assets of the listed company, it shall also be submitted to the general meeting of shareholders for consideration and approved by more than 2/3 of the voting rights held by the shareholders present at the meeting.
(V) related transactions
Transactions with related natural persons with a transaction amount of more than 300000 yuan; Transactions with related legal persons (or other organizations) with a transaction amount of more than 3 million yuan and accounting for more than 0.5 percent of the absolute value of the company's most recently audited net assets. However, transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company's latest audited net assets shall also be submitted to the general meeting of shareholders for deliberation.
Article 112 The board of directors shall have one chairman. The chairman of the board of directors shall be elected by a majority of all directors.
Article 113 The chairman of the board of directors shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders and convene and preside over the meetings of the board of directors;
(II) supervise and inspect the implementation of the resolutions of the Board of Directors;
(III) other powers granted by the board of directors.
Article 114 If the chairman of the board is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 115 the board of directors shall hold at least two meetings a year, which shall be convened by the chairman of the board of directors, and shall notify all the participants in writing 10 days before the meeting. The time limit for notice under the above clause may be waived with the consent of the directors of the Company.
Article 116 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors or the board of supervisors, the president, the chairman of the board, and more than 1/2 of the independent directors may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal.
Article 117 When the board of directors convenes an extraordinary board meeting, it shall notify all participants in writing 5 days before the meeting. If the situation is urgent and it is necessary to hold an interim meeting of the board of directors as soon as possible, the notice of the meeting may be issued by telephone or other oral means at any time, but the convener shall make an explanation at the meeting; with the written consent of all the directors of the company, the notice time limit for the interim meeting stipulated in the preceding provisions may be exempted.
Article 118 The notice of the meeting of the board of directors shall include the following contents:
Date and place of (I) meeting;
Duration of (II) meetings;
(III) subjects and issues;
(IV) meeting format;
The date on which the (V) gives notice.
The notice of the oral meeting shall at least include the contents of items (I) and (III) above, as well as an explanation that the interim meeting of the board of directors needs to be held as soon as possible in case of emergency.
Article 119 A meeting of the board of directors shall be held only when more than half of the directors are present. A resolution of the board of directors must be passed by a majority of all directors.
The voting on the resolution of the board of directors shall be one person, one vote.
Article 120 if a director has an associated relationship with the enterprise involved in the resolution of the board of directors, he 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 by the presence of more than half of the unrelated directors, and the resolution 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 of Directors is less than 3, the matter shall be submitted to the General Meeting of Shareholders for consideration.
Article 121 The resolution of the board of directors shall be voted by show of hands or by secret ballot.
On the premise of ensuring that the directors fully express their opinions, the interim meeting of the board of directors can be conducted by fax or circulation and resolutions can be made and signed by the participating directors.
The directors shall sign the resolution of the board of directors and be responsible for the resolution of the board of directors. If the resolution of the board of directors violates laws, regulations or articles of association and causes losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, the director may be relieved of liability if it is proved that the objection was expressed at the time of the vote and is contained in the minutes of the meeting.
Article 122 the meeting of the board of directors shall be attended by the director himself; if the director is unable to attend for some reason, he may entrust another director in writing to attend on his behalf, and the power of attorney shall state the name of the agent, the matters to be represented, the scope of authorization and the period of validity, and shall be signed or sealed by the principal. The director who attends the meeting on behalf of the director shall exercise the rights of the director within the scope of authorization. If a director fails to attend the board meeting or entrust a representative to attend the meeting, he shall be deemed to have waived his right to vote at the meeting.
Article 123 The board of directors shall make minutes of the decisions on the matters discussed at the meeting, and the directors present at the meeting shall sign the minutes of the meeting.
The minutes of the meeting of the board of directors shall be kept as the company's archives for a period of at least 10 years.
Article 124 The minutes of the meeting of the board of directors shall include the following contents:
the date, place and name of the convener of the (I) meeting;
The names of the (II) directors present and the names of the directors (agents) entrusted by others to attend the board of directors;
(III) the agenda of the meeting;
Key points of (IV) directors' speeches;
(V) the manner and result of the voting on each item of the resolution (the result of the voting shall indicate the number of votes in favor, against or abstention).

SECTION 3 INDEPENDENT DIRECTORS
Article 125 There shall be three independent directors among the members of the board of directors, including at least one accounting professional.
Independent directors shall faithfully perform their duties in accordance with the requirements of relevant laws and regulations, safeguard the interests of the company, and pay special attention to the legitimate rights and interests of small and medium shareholders.
Article 126 An independent director shall meet the following basic conditions:
(I) are qualified to serve as directors of listed companies in accordance with laws, regulations and other relevant provisions;
The (II) has the independence required by the CSRC;
(III) have the basic knowledge of the operation of listed companies, familiar with the relevant laws, regulations, rules and regulations;
(IV) have more than five years of legal, economic or other work experience necessary to perform the duties of independent directors;
(V) faithfully perform their duties, safeguard the interests of the company, and pay special attention to the legitimate rights and interests of public shareholders from being infringed;
(VI) perform their duties independently and are not affected by the company's major shareholders, actual controllers, or units or individuals that have an interest relationship with the company and its major shareholders or actual controllers;
The (VII) has good personal morality, there is no situation that the relevant laws and regulations shall not be nominated as a director of a listed company, and shall not have the following bad records:
1. Those who have been subject to administrative penalties by the CSRC or criminal penalties by judicial organs for securities and futures crimes within the last 36 months;
2. Due to suspected securities and futures crimes, the China Securities Regulatory Commission has filed a case for investigation or the judicial organ has filed a case for investigation, and there is no clear conclusion;
(3) has been publicly condemned by the stock exchange or criticized by the stock exchange for more than three times in the last 36 months;
4, major breach of trust and other bad records;
5. During the past period of serving as an independent director, the board of directors has been asked by the board of directors to be dismissed by the general meeting of shareholders for failing to attend or entrust other independent directors to attend the board meeting for two consecutive times;
6. Other circumstances identified by the Shenzhen Stock Exchange;
Other conditions stipulated by laws, administrative regulations, the provisions of the CSRC, the business rules of the stock exchange and the articles of association of the company.
Article 127 Independent directors must be independent, and the following persons may not serve as independent directors:
(I) personnel who work in the company or affiliated enterprises of the company and their immediate family members or persons with major social relations (immediate family members refer to spouses, parents, children, etc.; major social relations refer to brothers and sisters, parents-in-law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
The (II) directly or indirectly holds more than 1% of the issued shares of the company or is a natural person shareholder among the top ten shareholders of the company and their immediate family members;
(III) persons who hold positions in shareholder units that directly or indirectly hold more than 5% of the company's issued shares or in the company's top five shareholder units and their immediate family members;
(IV) persons who hold positions in the controlling shareholders, actual controllers and their affiliated enterprises of the listed company and their immediate family members;
(V) persons who have significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or persons who hold positions in units with significant business dealings and their controlling shareholders or actual controllers;
Personnel who (VI) provide financial, legal, consulting, recommendation and other services for the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all the project team personnel of the intermediary institutions providing services, reviewers at all levels, personnel signing the report, partners, directors, senior managers and main responsible persons;
Persons who have been in the situations listed in Items 1 to 6 of the (VII) within the last 12 months;
Other personnel who do not have independence as stipulated in (VIII) laws, administrative regulations, the provisions of the China Securities Regulatory Commission, the business rules of the stock exchange and the articles of association of the company.
The subsidiary enterprises of the controlling shareholder and actual controller of the company in items 4 to 6 of the preceding paragraph do not include enterprises that are controlled by the same state-owned assets management institution as the company and do not form an associated relationship with the company in accordance with relevant regulations.
Independent directors shall conduct self-examination of their independence every year and submit the self-examination to the board of directors. The Board of Directors shall evaluate the independence of the incumbent independent directors annually and issue a special opinion, which shall be disclosed at the same time as the annual report.
Article 128 The company's board of directors, board of supervisors, and shareholders who individually or collectively hold more than 1% of the company's issued shares may propose candidates for independent directors, which shall be elected by the general meeting of shareholders. The term of office of independent directors is the same as that of other directors of the company. At the end of the term of office, he may be re-elected, but the term of re-election shall not exceed six years. If an independent director fails to attend the board meeting in person for three consecutive times, the board of directors and the board of supervisors shall have the right to request the general meeting of shareholders to replace him. Before the expiration of the term of office of an independent director, the listed company may remove him from office through legal procedures. If the post is removed in advance, the listed company shall disclose it as a special disclosure.
Article 129 for independent directors who do not have the qualifications or ability of independent directors, fail to perform their duties independently, or fail to safeguard the legitimate rights and interests of listed companies and minority shareholders, the board of directors, the board of supervisors, and shareholders who individually or collectively hold more than 1% of the company's shares may propose to the board of directors of the company to question or remove independent directors. The challenged independent director shall promptly explain and disclose the questioned matters. The board of directors of the company shall convene a special meeting to discuss the relevant questions or recall proposals in a timely manner, and disclose the results of the discussion.
Article 130 Independent directors shall attend board meetings on time, understand the company's production, operation and operation, and take the initiative to investigate and obtain the information and materials needed to make decisions. The independent directors shall submit an annual report of all independent directors to the company's annual general meeting of shareholders, explaining the performance of their duties.
Article 131 In addition to the functions and powers conferred on directors by the Company Law and other relevant laws and regulations, independent directors also have the following special functions and powers:
(I) major related party transactions (referring to the related party transactions with a total amount of more than 3 million yuan or more than 5% of the company's latest audited net asset value) to be approved by the independent directors shall be submitted to the board of directors for discussion; Before making a judgment, the independent directors may employ an intermediary to issue an independent financial consultant's report as the basis for their judgment;
(II) express independent opinions on matters that may harm the rights and interests of listed companies or minority shareholders;
(III) propose to the board of directors to convene an extraordinary general meeting;
(IV) soliciting opinions from minority shareholders, proposing profit distribution proposals and submitting them directly to the Board of Directors for consideration;
The (V) proposes to convene a board of directors;
The (VI) may publicly solicit voting rights from shareholders before the general meeting of shareholders;
The (VII) independently engages external auditors and consultants to audit and consult on specific matters of the Company.
The exercise of the above (I) to (VI) functions by independent directors shall be approved by more than 1/2 independent directors, and the exercise of the (VII) functions and powers shall be approved by all independent directors, and the relevant expenses shall be borne by the company. If the above proposal is not adopted or the above authority cannot be exercised normally, the company shall disclose the relevant information.
Article 132 In addition to performing the duties stipulated in Article 131, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) the appointment or dismissal of senior management;
Remuneration of directors and senior managers of (III) companies;
(IV) the employment and dismissal of accounting firms;
(V) accounting policies, changes in accounting estimates or corrections of material accounting errors for reasons other than changes in accounting standards;
(VI) the company's financial accounting report, internal control by the accounting firm issued a non-standard unqualified audit opinion;
(VII) internal control evaluation report;
(VIII) the relevant parties to change the commitment plan;
(IX) the impact of the issuance of preferred shares on the equity of various types of shareholders of the company;
(X) the formulation, adjustment, decision-making procedures, implementation and information disclosure of the company's cash dividend policy, as well as whether the profit distribution policy harms the legitimate rights and interests of small and medium investors;
(xi) Significant matters requiring disclosure of connected transactions, provision of guarantees (except for guarantees for subsidiaries within the scope of the consolidated financial statements), entrusted financial management, provision of financial assistance, matters relating to the use of proceeds, independent changes in the Company's accounting policies, and investments in equities and their derivatives;
(xii) Major asset restructuring plans, management buyouts, equity incentive plans, employee stock ownership plans, share repurchase plans, and debt-to-equity schemes for related parties of listed companies;
(xiii) The company intends to decide that its shares are no longer traded on the stock exchange;
(xiv) Matters that the independent directors consider to be likely to harm the legitimate rights and interests of minority shareholders;
(15) Other matters stipulated in relevant laws and regulations, relevant provisions of the stock exchange and the articles of association of the company.
Independent directors should express one of the following types of opinions on the above matters: consent; reservations and their reasons; objections and their reasons; inability to express an opinion and its obstacles, and the opinions expressed should be clear and clear.
If the independent directors disagree and cannot reach an agreement, the board of directors shall record the opinions of each independent director separately in the minutes of the meeting.
If the matters related to the first paragraph of this article are matters that need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have differences of opinion and cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
If an independent director votes against or abstained from voting on a motion of the board of directors, he shall state the specific reasons and basis, the legal compliance of the matters involved in the motion, the possible risks and the impact on the rights and interests of the company and minority shareholders. When disclosing the resolution of the board of directors, the company shall also disclose the dissenting opinions of the independent directors, which shall be stated in the resolution of the board of directors and the minutes of the meeting.
Article 133 The Company shall grant appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors and considered by the general meeting of shareholders. In addition to the above allowances, independent directors shall not obtain additional, undisclosed other benefits from the company and its major shareholders or interested institutions and personnel.

Chapter VI President and other senior management personnel
Article 134 The company shall have a president, who shall be appointed or dismissed by the board of directors.
The company has a number of vice presidents who are appointed or dismissed by the board of directors.
The President, Vice President, Treasurer and Secretary of the Board of Directors of the Company are senior management personnel of the Company.
Article 135 The Articles of Association shall apply to senior management personnel as well as the circumstances under which they may not serve as directors.
The provisions of the Articles of Association on the duty of loyalty of directors and the provisions of Article (IV) to (VI) on the duty of diligence are also applicable to senior management personnel.
Article 136 Persons who hold administrative positions other than directors and supervisors in the company's controlling shareholder or actual controller unit shall not serve as senior managers of the company.
The senior management of the Company is paid only in the Company and is not paid on behalf of the controlling shareholder.
Article 137 The term of office of the president shall be three years, and the president may be re-appointed.
Article 138 The president shall be responsible to the board of directors and exercise the following powers:
(I) preside over the production and operation management of the company, organize the implementation of the resolutions of the board of directors, and report to the board of directors;
(II) organize the implementation of the company's annual business plan and investment plan;
(III) formulate the company's internal management organization setup plan;
(IV) formulate the basic management system of the company;
(V) formulate specific regulations of the Company;
The (VI) requests the board of directors to appoint or dismiss the vice president and the person in charge of finance of the company;
The (VII) decides to appoint or dismiss the responsible management personnel other than those that should be appointed or dismissed by the board of directors;
(VIII) attend meetings of the Board of Directors;
(IX) any other authority granted by the Articles of Association or the Board of Directors.
Article 139 The president shall formulate the working rules of the president and submit them to the board of directors for approval before implementation.
Article 140 The working rules of the president include the following contents:
The conditions, procedures and participants of the meeting of (I) presidents;
(II) the specific responsibilities of the president and other senior management personnel and their division of labor;
(III) 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;
(IV) other matters deemed necessary by the Board of Directors.
Article 141 The president may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the president shall be stipulated in the labor contract between the president and the company.
Article 142 the vice president shall be nominated by the president and decided by the board of directors; the vice president shall assist the president in all the work of the company, be led by the president and be responsible to the president.
Article 143 the company shall have a secretary of the board of directors, who shall be responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of the information of the shareholders of the company and other matters stipulated in the articles of association.
The qualifications of the secretary of the board of directors shall comply with laws, administrative regulations, departmental rules and the provisions of this Articles of Association.
Article 144 If a senior manager violates laws, administrative regulations, departmental rules or the provisions of this Articles of Association when performing his duties in the company and causes losses to the company, he shall be liable for compensation and may be dismissed at any time by resolution of the board of directors.
Article 145 The senior management of a company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If a senior manager of a company fails to faithfully perform his duties or violates his duty of good faith, causing damage to the interests of the company and public shareholders, he shall be liable for compensation in accordance with the law.

Chapter VII Board of Supervisors
Section 1 Supervisors
Article 146 The circumstances in Article 96 of these Articles of Association that are not allowed to serve as directors shall also apply to supervisors. Directors, presidents and other senior management personnel shall not concurrently serve as supervisors.
Article 147 Supervisors shall abide by laws, administrative regulations and these articles of association, have the duty of loyalty and diligence to the company, shall not take advantage of their functions and powers to accept bribes or other illegal income, and shall not misappropriate the property of the company.
Article 148 The term of office of the supervisors shall be three years. Upon expiration of the term of office of a supervisor, the supervisor may be re-elected.
Article 149 If a supervisor is not re-elected in time at the expiration of his term of office, or if the number of members of the board of supervisors falls below the quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform his duties in accordance with the provisions of laws, administrative regulations and these articles of association before the newly elected supervisor takes office.
Article 150 The supervisor shall ensure that the information disclosed by the company is true, accurate and complete, and sign a written confirmation opinion on the periodic report.
Article 151 The supervisors may attend the meetings of the board of directors as nonvoting delegates and raise questions or suggestions on the matters decided by the board of directors.
Article 152 Supervisors shall not use their related relationships to harm the interests of the company. If they cause losses to the company, they shall be liable for compensation.
Article 153 Supervisors who violate laws, administrative regulations, departmental rules or the provisions of this Articles of Association when performing their duties in the company and cause losses to the company shall be liable for compensation.

Section 2 Board of Supervisors
Article 154 The Company shall have a Supervisory Board. The board of supervisors is composed of three supervisors, and the board of supervisors has one chairman. The 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 the meetings of the board of supervisors; if the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meetings of the board of supervisors.
The board of supervisors shall include representatives of shareholders and an appropriate proportion of representatives of the company's employees, of which the proportion of employee representatives shall not be less than 1/3. The employee representatives on the board of supervisors shall be democratically elected by the employees of the company through the employee representative assembly, the employee assembly or other forms.
Article 155 The board of supervisors shall exercise the following functions and powers:
The (I) shall review the company's periodic reports prepared by the board of directors and put forward written review opinions;
(II) check the company's financial affairs;
(III) supervise the performance of duties by the directors and senior managers of the company, and propose the removal of directors and senior managers who violate laws, administrative regulations, the Articles of Association or resolutions of the general meeting of shareholders;
(IV) require directors and senior managers to correct their actions when they harm the interests of the company;
The (V) proposes to convene an extraordinary general meeting, and convenes and presides over the general meeting when the board of directors fails to perform the duties of convening and presiding over the general meeting as stipulated in the Company Law;
(VI) to submit proposals to the general meeting of shareholders;
The (VII) initiates proceedings against the directors and senior managers in accordance with the provisions of Article 151 of the Company Law;
If the (VIII) finds that the company's business situation is abnormal, it may conduct investigation; if necessary, it may hire professional institutions such as accounting firms and law firms to assist it in its work, and the expenses shall be borne by the company;
(IX) other functions and powers as stipulated in the articles of association or granted by the general meeting of shareholders.
Article 156 The board of supervisors shall meet at least once every six months. The supervisor may propose to convene an interim meeting of the board of supervisors.
The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
Article 157 the board of supervisors shall formulate the rules of procedure of the board of supervisors and clarify the discussion methods and voting procedures of the board of supervisors, so as to ensure the work efficiency and scientific decision-making of the board of supervisors. The rules of procedure of the board of supervisors stipulate the convening and voting procedures of the board of supervisors. The rules of procedure of the board of supervisors shall be included in the articles of association or as an annex to the articles of association, drafted by the board of supervisors and approved by the general meeting of shareholders.
Article 158 The board of supervisors shall make the decisions on the matters under discussion into minutes of the meeting, and the supervisors present at the meeting shall sign the minutes of the meeting.
Supervisors have the right to request that their speeches at the meeting be recorded in the minutes. The minutes of the meetings of the Supervisory Board shall be kept as company records for at least 10 years.
Article 159 The notice of the meeting of the board of supervisors shall include the following contents:
The date, place and duration of the meeting of the (I);
(II) subjects and issues;
(III) meeting format;
The date on which the (IV) gives notice.

Chapter VIII Party Building Work
Section 1 Structure of Party Organizations
Article 160 In accordance with the "Articles of the Communist Party of China" and the "Company Law", the company established the Committee of the Communist Party of China Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company Party Committee") and the Disciplinary Inspection of the Communist Party of China Jiangsu Shentong Valve Co., Ltd. The committee (hereinafter referred to as the "Company Commission for Discipline Inspection") plays a leading and political core role in the company.
Article 161 The number and positions of the company's party committee and the company's disciplinary committee shall be established in accordance with the approval of the higher-level party organization, and shall be elected or appointed in accordance with the relevant regulations of the Communist Party of China.
Article 162 The company's party committee assumes the responsibility of strictly managing the party and governing the party, implementing the main responsibility for the construction of party style and clean government, ensuring and supervising the implementation of the party and state's policies in the company, and implementing the principle of party management of cadres and party management of talents, Adhere to and improve the leadership system of two-way entry and cross-appointment, strengthen the supervision of corporate leaders, and lead corporate ideological and political work, spiritual civilization construction, trade unions, Communist Youth League and other mass organizations.
Article 163 The establishment of the party organization and its staffing shall be incorporated into the company's management organization and establishment, and the party organization's work funds shall be incorporated into the company's budget and shall be included in the company's management fees.

Section 2 Functions and powers of the Party Committee of the Company
Article 164 The Party Committee of the Company shall study and decide on the following matters:
Opinions and measures (I) to the implementation of the Party and national policies, laws and regulations and relevant decisions and instructions of the superior party organization in the company;
(II) the work plan, work plan, work report and deployment and arrangement of major activities of the Party committee and Discipline Inspection Commission of the company;
(III) the company's work arrangements for the construction of party style and clean government and the formulation of work systems, review and approval of disciplinary cases and disciplinary party members' handling opinions;
(IV) important issues in the construction of the Party's ideology, organization, work style and system, the construction of the leading group and the construction of the backbone management team of the company;
(V) the division of labor and adjustment of leading members of the Party Committee of the Company, the establishment or adjustment of the Party-mass organizations and their working institutions and staffing, and the appointment, removal, rewards and punishments of Party-mass cadres;
(VI) major issues in the company's ideological and political work, corporate culture construction, and spiritual civilization creation;
(VII) major matters in the work of the company's discipline inspection commission, trade union, and the Communist Youth League;
In the name of the company's party committee and discipline inspection commission, the (VIII) asked for instructions and reported to higher-level organizations and discipline inspection commissions on major matters, important documents and important decisions issued to lower-level party organizations and discipline inspection agencies.
Article 165 The Party Committee of a company shall implement a collective leadership system and shall abide by the following principles in its work:
(I) uphold the party's leadership and ensure the implementation of the party's theory, line, principles, and policies;
(II) persist in administering the party strictly in an all-round way, carry out work in accordance with the party constitution and other inner-party laws and regulations, and implement the responsibility of the party committee to manage the party and govern the party;
(III) adhere to democratic centralism and ensure the vitality of party committees and the unity of the party;
It is (IV) to adhere to the unity of the party committee's leadership and political core role and the board of directors and managers exercising their powers in accordance with the articles of association, and to transform the party's propositions into decisions of the board of directors or managers through legal and democratic procedures.
Article 166 The company shall listen to the opinions of the company's party committee in advance before deciding on the following major matters, and the company's party committee shall study, discuss and make a decision:
(I) the formulation and adjustment of the company's development strategy, medium-and long-term development plan and production and operation policy;
(II) the company's asset reorganization, transfer of property rights, capital operation, large-sum investment, external guarantee, related transactions, large-sum capital transfer and amendment of the company's articles of association;
(III) the restructuring, merger, division, dissolution or change of corporate form of the company, as well as the adjustment of internal organization setup, the establishment and cancellation of subordinate enterprises;
(IV) the selection, assessment, remuneration, management and supervision of the company's top management personnel;
(V) important matters involving the immediate interests of the employees of the Company;
(VI) the important measures taken by the company in major safety production, stability maintenance, environmental protection and other aspects involving corporate social responsibility;
(VII) other important matters that need to be studied by the company's party committee.

Section III Authority of the Commission for Discipline Inspection of the Company
Article 167 The functions and powers of the Commission for Discipline Inspection of the Company shall include:
(I) safeguard the party's constitution and other inner-party regulations;
(II) inspect the implementation of the party's line, principles, policies and resolutions;
(III) assist the party committee of the company to strengthen the construction of party style and clean government and organize and coordinate the anti-corruption work, and study and deploy the discipline inspection and supervision work;
(IV) implement the relevant important decisions, resolutions and work arrangements of the superior Discipline Inspection Commission and the Party Committee of the Company;
(V) often educate party members on party discipline and party rules, make decisions on safeguarding party discipline, and supervise the exercise of power by party-member leading cadres;
The (VI) shall, in accordance with its duties and management authority, inspect and deal with the cases of violation of the Party Constitution and other Party regulations by Party organizations and Party members of all units affiliated to the Company, accept complaints and appeals from Party members, and protect the rights of Party members;
(VII) study other matters that shall be decided by the Commission for Discipline Inspection of the Company.

Chapter IX Financial Accounting System, Profit Distribution and Audit.
Section 1 Financial Accounting System
Article 168 The company shall formulate its financial and accounting systems in accordance with laws, administrative regulations and the provisions of relevant state departments.
Article 169 The company shall submit annual financial and accounting reports to the China Securities Regulatory Commission and the stock exchange within 4 months from the end of each fiscal year, and within 2 months from the end of the first 6 months of each fiscal year Submit semi-annual financial and accounting reports to the dispatched offices of the China Securities Regulatory Commission and the stock exchange, quarterly financial and accounting reports shall be submitted to the dispatched offices of the CSRC and the stock exchange within one month from the end of the first three months and the first nine months of each fiscal year.
The above-mentioned financial and accounting reports are prepared in accordance with the provisions of relevant laws, administrative regulations and departmental rules.
Article 170 The Company shall not set up separate accounting books except for the statutory accounting books. The company's assets are not stored in an account opened in the name of any individual.
Article 171 When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory provident fund. If the cumulative amount of the company's statutory provident fund is more than 50% of the company's registered capital, it may not be withdrawn.
If the statutory provident fund of the company is not sufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory provident fund is withdrawn in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory provident fund from the after-tax profits, it may also withdraw any provident fund from the after-tax profits by resolution of the general meeting of shareholders.
The after-tax profits of the Company after making up for losses and withdrawing provident fund shall be distributed in proportion to the shares held by shareholders, except for the profits not distributed in proportion to the shares held in these Articles of Association.
If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws the statutory provident 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 do not participate in the distribution of profits.
Article 172 The company's provident fund shall be used to make up for the company's losses, expand the company's production and operation, or convert it to increase the company's capital. However, the capital provident fund will not be used to cover the company's losses.
When the statutory provident fund is converted into capital, the provident fund retained shall not be less than 25% of the registered capital of the company before the increase.
Article 173 After the company's general meeting of shareholders has made a resolution on the profit distribution plan, the company's board of directors must complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders.
Article 174 The Company's profit distribution policy:
(I) profit distribution principle: The company's profit distribution should pay attention to reasonable returns to investors and take into account the company's sustainable development, and determine the specific ratio to shareholders in accordance with the principle of the lower of the distributable profit in the consolidated statement and the parent company's statement realized in the current year Dividends are distributed, and the profit distribution method of cash dividends is preferred. The profit distribution policy shall maintain continuity and stability and comply with the relevant provisions of laws and regulations.
(II) profit distribution form and interval: The company may distribute dividends by means of cash, stock or a combination of cash and stock, and if the company makes a profit and has a profit available for distribution in the current year, it shall make an annual profit distribution. In principle, the company shall make a profit distribution once a year, and the board of directors may propose the company to make a medium-term profit distribution according to the company's profitability and capital demand, unless it is approved by the board of directors, and with the consent of the independent directors and the resolution of the board of supervisors, the time interval between the two profit distributions shall not be less than six months.
(III) conditions and proportion of cash dividends: under the premise that the company is profitable in the current year and the accumulated undistributed profit is positive, and the cash flow meets the normal production, operation and future development of the company, the profit distributed in cash each year shall not be less than 10% of the distributable profit realized in the current year, and the cumulative distribution of profits in cash in any three consecutive years is not less than the 30% of the annual distributable profits realized in the three years; when the company's cash flow from operating activities is negative for two consecutive years, a high proportion of cash dividends may not be paid.
(IV) conditions for the distribution of stock dividends: when the company is in good business conditions, and the board of directors believes that the company's stock price does not match the size of the company's share capital, and the payment of stock dividends is in the overall interests of all shareholders of the company, it may propose a stock dividend distribution plan under the conditions of meeting the above-mentioned cash dividends. If a company uses stock dividends for profit distribution, it should have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
Decision-making procedures and mechanisms for profit distribution of the (V): The company's profit distribution plan is formulated by the board of directors in accordance with the company's operating conditions and relevant regulations, and submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors and the board of supervisors. The company's profit distribution matters shall fully listen to the opinions of independent directors and the board of supervisors, and communicate and communicate with small and medium shareholders through various channels and methods. When the general meeting of shareholders considers the profit distribution plan, the company shall provide shareholders with online voting or other methods to protect the public The right of shareholders to participate in the general meeting of shareholders. When the Board of Directors considers the specific plan for cash dividends, it shall carefully study and demonstrate the timing, conditions and minimum proportion of the Company's cash dividends, the adjustment conditions and the requirements of its decision-making process, and the independent directors shall express clear opinions. Independent directors may solicit the opinions of small and medium-sized shareholders, propose a dividend plan, and submit it directly to the board of directors for consideration. When the general meeting of shareholders deliberates on the specific cash dividend plan, it shall actively communicate and communicate with shareholders, especially small and medium shareholders, through various channels (including but not limited to providing online voting, inviting small and medium shareholders to participate in the meeting, etc.), and fully listen to the opinions of small and medium shareholders And respond to the concerns of small and medium shareholders in a timely manner.
If the board of directors of the company makes a plan not to carry out cash dividends, the board of directors shall specify in the annual report the specific reasons for not carrying out cash dividends and the use of the company's retained earnings, and the independent directors shall express clear independent opinions on this, and disclose it in the information disclosure media designated by the company, when the shareholders' meeting is deliberating on the plan not to carry out cash dividends, it shall provide network means to facilitate minority shareholders to vote.
(VI) differentiated cash dividend policy: the board of directors of the company shall comprehensively consider the characteristics of the industry in which the company is located, the stage of development, its own business model, the level of profitability and whether there are significant capital expenditure arrangements, distinguish the following circumstances, and in accordance with the procedures stipulated in the articles of association of the company, put forward a differentiated cash dividend policy:
1, the company's development stage is mature and there is no major capital expenditure arrangements, the profit distribution, cash dividends in the proportion of the profit distribution should reach a minimum of 80%;
2, the company's development stage is mature and there are significant capital expenditure arrangements, profit distribution, cash dividends in the proportion of the profit distribution should be at least 40%;
3, the company's development stage is a growth stage and there are significant capital expenditure arrangements, profit distribution, cash dividends in the proportion of the profit distribution should be at least 20%;
Where the stage of development of the company is not easy to distinguish but there are significant capital expenditure arrangements, the board of directors of the company shall determine the specific circumstances.
Conditions, decision-making procedures and mechanisms for the adjustment of the (VII) profit distribution policy: in the event of force majeure such as war or natural disasters, which has a significant impact on the company's production and operation, or in the event of significant changes in the company's own operating conditions, the company may adjust the profit distribution policy. For the company to adjust the profit distribution plan, the board of directors must make a special discussion, detailed argumentation and explain the reasons, and form a written argumentation report. After the approval of more than 2/3 independent directors, it shall be submitted to the general meeting of shareholders for deliberation. The adjustment proposal of cash dividend policy shall be approved by more than 2/3 of the voting rights held by shareholders attending the general meeting of shareholders, The company should provide network means to facilitate minority shareholders to participate in voting.
(VIII) there is a shareholder who illegally occupies the company's funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds it occupies.

Section II Internal Audit
Article 175 A company shall implement an internal audit system and be equipped with full-time auditors to conduct internal audit supervision of the company's financial revenues and expenditures and economic activities.
Article 176 The internal audit system of the Company and the duties of the auditors shall be implemented with the approval of the Board of Directors. The person in charge of audit is responsible to the board of directors and reports to the board of directors.

Section III Appointment of Accounting Firms
Article 177 The company hires an accounting firm that complies with the provisions of the Securities Law to conduct accounting statement audits, net asset verification and other related consulting services. The employment period is 1 year and can be renewed.
Article 178 the appointment of an accounting firm by a company must be decided by the general meeting of shareholders, and the board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders.
Article 179 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials to the accounting firm employed, and shall not refuse, conceal or make false reports.
Article 180 The audit fees of an accounting firm shall be determined by the general meeting of shareholders.
Article 181 When the company dismisses or ceases to re-appoint an accounting firm, it shall notify the accounting firm 30 days in advance, and the company's general meeting of shareholders shall allow the accounting firm to state its opinions when voting on the dismissal of the accounting firm.
If the accounting firm resigns, it shall explain to the general meeting of shareholders whether there are any improper circumstances of the company.

Chapter X Notices and Announcements
Section 1 Notifications
Article 182 The notice of the Company shall be given in the following forms:
The (I) shall be delivered by special person;
(II) sent by mail;
(III) by way of public announcement;
(IV) other forms provided for in the Articles of Association.
Article 183 A notice issued by a company by way of public announcement shall be deemed to have been received by all persons concerned upon public announcement.
Article 184 The notice of the meeting of the general meeting of shareholders of the company shall be made by public announcement.
Article 185 the notice of the meeting of the board of directors of the company shall be delivered by hand, fax, telegram, letter and other written forms.
Article 186 the notice of the meeting of the board of supervisors of the company shall be delivered by hand, fax, telegram, letter and other written forms.
Article 187 If the company notice is sent by hand, the person to be served shall sign (or seal) the receipt of service, and the date of receipt signed by the person to be served shall be the date of service; if the company notice is sent by mail, the date of service shall be the 5th working day from the date of delivery to the post office; if the company notice is sent by public announcement, the date of publication of the first public announcement shall be the date of service.
Article 188 If the notice of the meeting is not sent to a person entitled to notice due to accidental omission or the person does not receive the notice of the meeting, the meeting and the resolution made at the meeting shall not be invalid.

Section 2 Announcement
Article 189 The Company designates the Securities Times and the http://www.cninfo.com.cn as the media for information disclosure.

Chapter XI Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation
Section I. Merger, Division, Capital Increase and Capital Reduction
Article 190 The merger of a company may take the form of a merger by absorption or a merger by new establishment.
The absorption of other companies by one company 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 are dissolved.
Article 191 In the event of a merger of a company, the parties to the merger shall sign a merger agreement and prepare a balance sheet and an inventory of property. The company shall notify the creditors within 10 days from the date of making the merger resolution and make a public announcement within 30 days. Within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received, the creditor may require the company to pay off its debts or provide corresponding guarantees.
Article 192 In the event of a merger of companies, the claims and debts of the parties to the merger shall be inherited by the surviving company or the newly established company after the merger.
Article 193 When a company is divided, its property shall be divided accordingly.
When a company is separated, a balance sheet and an inventory of property shall be prepared. The company shall notify the creditors within 10 days from the date of making the resolution on division and make a public announcement within 30 days.
Article 194 The company after the division shall be jointly and severally liable for the debts of the company before the division. However, unless otherwise agreed in a written agreement between the company and its creditors on the settlement of debts prior to the division.
Article 195 When a company needs to reduce its registered capital, it must prepare a balance sheet and an inventory of its property.
The company shall notify the creditors within 10 days from the date of making the resolution to reduce the registered capital, and make a public announcement within 30 days. The creditor shall have the right to require the company to pay off its debts or provide corresponding guarantee within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received.
The registered capital of the company after capital reduction will not be lower than the statutory minimum.
Article 196 Where a company merges or splits and the registered items are changed, it shall register the change with the company registration authority in accordance with the law; where the company is dissolved, it shall register the cancellation of the company in accordance with the law; where a new company is established, it shall register the establishment of the company in accordance with the law.
If a company increases or decreases its registered capital, it shall register the change with the company registration authority in accordance with the law.

Section 2 Dissolution and Liquidation
Article 197 A company is dissolved for any of the following reasons:
(I) the term of business as stipulated in these Articles of Association expires or any other cause for dissolution as stipulated in these Articles of Association occurs;
(II) the resolution of the general meeting of shareholders to dissolve;
The (III) needs to be dissolved due to the merger or division of the company;
The business license of the (IV) is revoked, ordered to close down or revoked according to law;
In the (V) of serious difficulties in the operation and management of the company, and the continued existence of the company will cause major losses to the interests of shareholders, which cannot be resolved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
Article 198 If the company has the circumstances of item (I) of Article 197 of this Articles of Association, it may survive by amending this Articles of Association.
The amendment of the Articles of Association in accordance with the provisions of the preceding paragraph shall be approved by more than 2/3 of the voting rights held by the shareholders attending the general meeting of shareholders.
Article 199 where a company is dissolved due to the provisions of items (I), (II), (IV) and (V) of Article 197 of the articles of association, a liquidation group shall be established within 15 days from the date of occurrence of the cause of dissolution to start liquidation. The liquidation group shall be composed of directors or persons determined by the general meeting of shareholders. If a liquidation group is not established within the time limit, the creditor may apply to the people's court to designate relevant personnel to form a liquidation group to carry out liquidation.
Article 200 The liquidation group shall exercise the following functions and powers during the liquidation period:
(I) to clean up the company's property, respectively, the preparation of balance sheets and property inventory;
Creditors (II) notice and public announcement;
(III) dealing with the company's outstanding business related to liquidation;
(IV) the payment of taxes owed and taxes arising in the course of liquidation;
(V) liquidation of claims and debts;
(VI) the disposal of the remaining property of the company after the liquidation of its debts;
(VII) represent the company in civil litigation activities.
Article 201 The liquidation group shall notify the creditors within 10 days from the date of its establishment and make a public announcement 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 fail to receive the notice, declare their claims to the liquidation group.
When filing a claim, a creditor shall explain the relevant matters of the claim and provide supporting materials. The liquidation group shall register the claims.
During the declaration of claims, the liquidation group shall not pay off the creditors.
Article 202 After liquidating the company's property, preparing the balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the general meeting of shareholders or the people's court for confirmation.
The remaining property of the company after paying liquidation expenses, wages of employees, social insurance expenses and statutory compensation, paying taxes owed and paying off the company's debts, shall be distributed by the company in proportion to the shares held by the shareholders.
During liquidation, the company survives, but cannot carry out business activities unrelated to liquidation. The company's property will not be distributed to shareholders until it is paid off in accordance with the preceding paragraph.
Article 203 If the liquidation group finds that the company's property is insufficient to pay off its debts after cleaning up the company's property and preparing the balance sheet and property list, it shall apply to the people's court for bankruptcy according to law.
After the company is declared bankrupt by the people's court, the liquidation group shall transfer the liquidation affairs to the people's court.
Article 204 After the liquidation of the company is completed, the liquidation team shall prepare a liquidation report, submit it to the general meeting of shareholders or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.
Article 205 The members of the liquidation group shall be devoted to their duties and perform their liquidation obligations in accordance with the law.
Members of the liquidation group shall not take advantage of their functions and powers to accept bribes or other illegal income, and shall not embezzle the property of the company.
If a member of the liquidation group causes losses to the company or its creditors intentionally or through gross negligence, he shall be liable for compensation.
Article 206 Where a company is declared bankrupt in accordance with the law, it shall be liquidated in accordance with the laws relating to the bankruptcy of the enterprise.

Chapter XII Special Provisions
Article 277 The company accepts orders for national military products and guarantees that the national military products scientific research and production tasks are completed in accordance with the prescribed schedule, quality and quantity requirements.
Article 208 The company strictly implements national security and confidentiality laws and regulations, establishes a confidentiality work system, a confidentiality responsibility system, and a military information disclosure review system, and implements the confidentiality responsibilities of confidential shareholders, directors, supervisors, senior managers and intermediary agencies, and accepts The supervision and inspection of relevant security and confidentiality departments ensure the safety of state secrets.
Article 209 the company shall strictly abide by the regulations on the management of key military equipment and facilities, strengthen the registration and disposal management of key military equipment and facilities, and ensure the safe, complete and effective use of key military equipment and facilities.
Article 210 The company shall strictly abide by the regulations on the management of scientific research and production licenses for weapons and equipment.
Article 211 The company shall, in accordance with the provisions of the National Defense Patent Regulations, perform examination and approval procedures for the application, implementation, transfer, confidentiality, and decryption of national defense patents to protect national defense patents.
Article 212 when amending or approving the new articles of association involving relevant special provisions, the company shall go through the relevant legal procedures with the consent of the competent department of science, technology and industry for national defense under the State Council.
Article 213 the company shall implement the provisions of the the People's Republic of China National Defense Law and the the People's Republic of China National Defense Mobilization Law, complete the prescribed mobilization tasks after the state issues the mobilization order, and accept the requisition of relevant assets according to the needs of the state.
Article 214 before the controlling shareholder changes, the company, the original controlling shareholder and the new controlling shareholder shall respectively perform the examination and approval procedures with the competent department of national defense science, technology and industry under the State Council; if the chairman and president change, the company shall report to the competent department of national defense science, technology and industry under the State Council for the record; The company shall report to the competent department of national defense science, technology and industry under the State Council for approval in advance; in the event of a major acquisition, if the acquirer holds more than 5% (including 5%) of the company's shares independently or in combination with other persons acting in concert, the acquirer shall file with the competent department of national defense science, technology and industry under the State Council.

Chapter XIII Amendments to the Articles of Association
Article 215 A company shall amend its articles of association under any of the following circumstances:
After the (I) Company Law or the relevant laws and administrative regulations are amended, the matters stipulated in the Articles of Association conflict with the provisions of the amended laws and administrative regulations;
(II) the company's circumstances change and are inconsistent with the matters recorded in the articles of association;
The (III) general meeting of shareholders decides to amend the articles of association.
Article 216 If the amendments to the articles of association passed by the general meeting of shareholders shall be approved by the competent authority, they shall be reported to the competent authority for approval; if the company registration matters are involved, the change registration shall be handled in accordance with the law.
Article 217 the board of directors shall amend the articles of association in accordance with the resolution of the shareholders' general meeting to amend the articles of association and the examination and approval opinions of the relevant competent authorities.
Article 218 The amendments to the articles of association are information required to be disclosed by laws and regulations, and shall be announced in accordance with regulations.

Chapter XIV Supplementary Provisions
Article 219 Interpretation
A (I) controlling shareholder is a shareholder whose shares account for more than 50% of the total share capital of the company; although the proportion of shares held is less than 50%, the voting rights enjoyed by the shares held by him are sufficient to have a significant impact on the resolutions of the general meeting of shareholders.
The actual controller of the (II) refers to the person who is not a shareholder of the company, but can actually control the company's behavior through investment relationship, agreement or other arrangement.
(III) relationship refers to the relationship between the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of interests of the company. However, state-controlled enterprises are not only related to each other because they are controlled by the state.
Article 220 The board of directors may formulate bylaws in accordance with the provisions of the articles of association. The bylaws shall not contravene the provisions of the bylaws.
Article 221 This Articles of Association is written in Chinese. If there is any discrepancy between any other language or different version of the Articles of Association and this Articles of Association, the Chinese version of the Articles of Association after the latest approval and registration with the Administration for Industry and Commerce shall prevail.
Article 222 the words "above", "within", "below" and "exceeding" mentioned in these articles of association all include the number; "dissatisfied", "outside", "below", "more than", "not more than" and "more than half" do not include the number.
Article 223 The Articles of Association shall be interpreted by the Board of Directors of the Company.
Article 224 The annexes to this Articles of Association include the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, and the rules of procedure of the board of supervisors. If there is any inconsistency between the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors and these articles of association, these articles of association shall prevail.
Article 225 The Articles of Association shall take effect after being adopted by the general meeting of shareholders of the Company.

(There is no text on this page, which is the signature page of the directors of the Articles of Association of Jiangsu Shentong Valve Co., Ltd.)

Han Li: Wu Jianxin: Wang Yi:

Zhang Yuhai: Sun Zhenhua: Yan Jun:

Sun Jian:

Board of Directors of Jiangsu Shentong Valve Co., Ltd.
10 December 2023