Pursuant to the relevant provisions of the "Code of Corporate Governance for Listed Companies (2025 Revision)", certain clauses of the "Articles of Association" are proposed for amendment. This matter requires submission to the shareholders' meeting for deliberation. The specific amendments are as follows:
| No. | Original Articles | Revised Articles |
|---|---|---|
| Article 63 | If the shareholders' meeting is to discuss the election of directors, the notice of the shareholders' meeting shall fully disclose the detailed information of the director candidates, including at least the following: (1) Educational background, work experience, concurrent positions, and other personal information; (2) Whether there is a relationship with the Company or its controlling shareholder and actual controller; (3) Number of shares held in the Company; (4) Whether the individual has been subject to penalties from the China Securities Regulatory Commission (CSRC) or other relevant authorities, or reprimands from the stock exchange. Except for the cumulative voting system for electing directors, each director candidate shall be proposed as a single item. | If the shareholders' meeting is to discuss the election of directors, the notice of the shareholders' meeting shall fully disclose the detailed information of the director candidates, and simultaneously disclose the review opinions of the Nomination Committee, including at least the following: (1) Educational background, work experience, concurrent positions, and other personal information; (2) Whether there is a relationship with the Company or its controlling shareholder and actual controller; (3) Number of shares held in the Company; (4) Whether the individual has been subject to penalties from the CSRC or other relevant authorities, or reprimands from the stock exchange. Except for the cumulative voting system for electing directors, each director candidate shall be proposed as a single item. |
| Article 84 | Shareholders (including shareholders represented by agents attending the shareholders' meeting) shall exercise their voting rights in proportion to the number of shares they represent, with each share carrying one vote, except for holders of special shares. When the shareholders' meeting deliberates on major matters affecting the interests of small and medium investors, the votes of small and medium investors shall be counted separately. The results of separate counting shall be disclosed in a timely manner. Shares held by the Company in itself have no voting rights and are not included in the total number of voting shares of shareholders attending the meeting. Shares purchased by shareholders that violate the first and second paragraphs of Article 63 of the "Securities Law" shall not be voted on for thirty-six months from the date of purchase and shall not be included in the total number of voting shares of shareholders attending the meeting. The Board of Directors, independent directors, shareholders holding more than 1% of the voting shares, or investors established in accordance with laws, administrative regulations, or CSRC regulations may solicit shareholder voting rights through public channels in accordance with relevant regulations. Solicitation of shareholder voting rights shall fully disclose the specific voting intentions of the soliciting shareholder. Solicitation of shareholder voting rights by means of payment or disguised payment is prohibited. Except for statutory conditions, the Company shall not impose minimum shareholding restrictions on soliciting shareholders. | Shareholders (including shareholders represented by agents attending the shareholders' meeting) shall exercise their voting rights in proportion to the number of shares they represent, with each share carrying one vote, except for holders of special shares. When the shareholders' meeting deliberates on major matters affecting the interests of small and medium investors, the votes of small and medium investors shall be counted separately. The results of separate counting shall be disclosed in a timely manner. Shares held by the Company in itself have no voting rights and are not included in the total number of voting shares of shareholders attending the meeting. Shares purchased by shareholders that violate the first and second paragraphs of Article 63 of the "Securities Law" shall not be voted on for thirty-six months from the date of purchase and shall not be included in the total number of voting shares of shareholders attending the meeting. The Board of Directors, independent directors, shareholders holding more than 1% of the voting shares, or investors established in accordance with laws, administrative regulations, or CSRC regulations may solicit shareholder voting rights through public channels in accordance with relevant regulations. Solicitation of shareholder voting rights shall fully disclose the specific voting intentions of the soliciting shareholder. Solicitation of shareholder voting rights by means of payment or disguised payment is prohibited. Except for statutory conditions, the Company shall not impose minimum shareholding restrictions on soliciting shareholders. |
| Article 100 | Article 100 Directors of the Company shall be natural persons. A person shall not serve as a director of the Company if they fall under any of the following circumstances: (1) Lacking civil capacity or having limited civil capacity; (2) Having been sentenced to criminal punishment for corruption, bribery, embezzlement, misappropriation of property, or disruption of the socialist market economic order, or having been deprived of political rights and the period of probation has not expired for more than five years, or the period of suspension of sentence has not expired for more than two years from the date of expiration of the suspension of sentence; (3) Having served as a director, factory manager, or general manager of a company or enterprise undergoing bankruptcy liquidation and bearing personal responsibility for the bankruptcy of that company or enterprise, and the period since the completion of bankruptcy liquidation has not exceeded three years; (4) Having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to illegal activities and bearing personal responsibility, and the period since the revocation of the business license or closure order has not exceeded three years; (5) Having a large amount of debt due and unpaid, and being listed by the people's court as a dishonest judgment debtor; (6) Having been subject to market entry restrictions by the CSRC, and the period of restriction has not expired; (7) Having been publicly identified by the stock exchange as unsuitable to serve as a director or senior management member of a listed company, and the period of restriction has not expired; (8) Other circumstances stipulated by laws, administrative regulations, or departmental rules. Any election or appointment of directors in violation of this Article shall be invalid. If a director falls under any of these circumstances during their term of office, the Company shall terminate their position and cease their duties. | Article 100 Directors of the Company shall be natural persons. A person shall not serve as a director of the Company if they fall under any of the following circumstances: (1) Lacking civil capacity or having limited civil capacity; (2) Having been sentenced to criminal punishment for corruption, bribery, embezzlement, misappropriation of property, or disruption of the socialist market economic order, or having been deprived of political rights and the period of probation has not expired for more than five years, or the period of suspension of sentence has not expired for more than two years from the date of expiration of the suspension of sentence; (3) Having served as a director, factory manager, or general manager of a company or enterprise undergoing bankruptcy liquidation and bearing personal responsibility for the bankruptcy of that company or enterprise, and the period since the completion of bankruptcy liquidation has not exceeded three years; (4) Having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to illegal activities and bearing personal responsibility, and the period since the revocation of the business license or closure order has not exceeded three years; (5) Having a large amount of debt due and unpaid, and being listed by the people's court as a dishonest judgment debtor; (6) Having been subject to market entry restrictions by the CSRC, and the period of restriction has not expired; (7) Having been publicly identified by the stock exchange as unsuitable to serve as a director or senior management member of a listed company, and the period of restriction has not expired; (8) Other circumstances stipulated by laws, administrative regulations, or departmental rules. Any election or appointment of directors in violation of this Article shall be invalid. If a director falls under any of these circumstances during their term of office, the director shall immediately cease to perform their duties; upon becoming aware of or reasonably should have become aware of such a fact, the Board of Directors shall immediately terminate the director's position in accordance with regulations. |
| Article 102 | Directors shall owe a duty of loyalty to the Company and shall take measures to avoid conflicts between their personal interests and the Company's interests, and shall not use their positions for personal gain. Directors shall owe the following duties of loyalty to the Company: (1) Not to embezzle Company property or misappropriate Company funds; (2) Not to open accounts or deposit Company funds in their personal names or the names of other individuals; (3) Not to engage in bribery or accept other illegal income by virtue of their position; (4) Not to enter into contracts or engage in transactions with the Company directly or indirectly without reporting to the Board of Directors or the shareholders' meeting and obtaining approval through a resolution of the Board of Directors or the shareholders' meeting in accordance with the provisions of this Article; (5) Not to use their positions for personal gain to seek business opportunities that rightfully belong to the Company, unless reported to the Board of Directors or the shareholders' meeting and approved by a resolution of the shareholders' meeting, or if the Company cannot utilize such business opportunities in accordance with laws, administrative regulations, or the provisions of this Article; (6) Not to engage in or operate businesses similar to the Company's business, or to operate such businesses for others, without reporting to the Board of Directors or the shareholders' meeting and obtaining approval through a resolution of the shareholders' meeting; (7) Not to retain commissions from transactions between others and the Company for themselves; (8) Not to disclose Company secrets without authorization; (9) Not to harm the Company's interests through their related party relationships; (10) Other duties of loyalty stipulated by laws, administrative regulations, departmental rules, and this Article. Income obtained by a director in violation of this Article shall belong to the Company; if it causes losses to the Company, the director shall be liable for compensation. The close relatives of directors and senior management personnel, companies directly or indirectly controlled by directors, senior management personnel, or their close relatives, and related parties with other connections to directors and senior management personnel, shall be subject to the provisions of item (4) of the second paragraph of this Article when entering into contracts or engaging in transactions with the Company. | Directors shall owe a duty of loyalty to the Company and shall take measures to avoid conflicts between their personal interests and the Company's interests, and shall not use their positions for personal gain. Directors shall owe the following duties of loyalty to the Company: (1) Not to embezzle Company property or misappropriate Company funds; (2) Not to open accounts or deposit Company funds in their personal names or the names of other individuals; (3) Not to engage in bribery or accept other illegal income by virtue of their position; (4) Not to enter into contracts or engage in transactions with the Company directly or indirectly without reporting to the Board of Directors or the shareholders' meeting and obtaining approval through a resolution of the Board of Directors or the shareholders' meeting in accordance with the provisions of this Article; (5) Not to use their positions for personal gain to seek business opportunities that rightfully belong to the Company. They shall report to the Board of Directors or the shareholders' meeting, fully explain the reasons, measures to prevent conflicts between personal and Company interests, and the impact on the Company, and disclose such information. Unless approved by a resolution of the shareholders' meeting, or if the Company cannot utilize such business opportunities in accordance with laws, administrative regulations, or the provisions of this Article, they shall not engage in or operate businesses similar to the Company's business, or to operate such businesses for others. (6) Not to engage in or operate businesses similar to the Company's business, or to operate such businesses for others, without reporting to the Board of Directors or the shareholders' meeting, fully explaining the reasons, measures to prevent conflicts between personal and Company interests, and the impact on the Company, and disclosing such information. Unless approved by a resolution of the shareholders' meeting, they shall not engage in or operate businesses similar to the Company's business, or to operate such businesses for others; (7) Not to retain commissions from transactions between others and the Company for themselves; (8) Not to disclose Company secrets without authorization; (9) Not to harm the Company's interests through their related party relationships; (10) Other duties of loyalty stipulated by laws, administrative regulations, departmental rules, and this Article. Income obtained by a director in violation of this Article shall belong to the Company; if it causes losses to the Company, the director shall be liable for compensation. The close relatives of directors and senior management personnel, companies directly or indirectly controlled by directors, senior management personnel, or their close relatives, and related parties with other connections to directors and senior management personnel, shall be subject to the provisions of item (4) of the second paragraph of this Article when entering into contracts or engaging in transactions with the Company. |
| Article 102 | Article 102 Shareholders' meetings shall be attended by the shareholder in person; if a shareholder is unable to attend, they may entrust another shareholder to attend on their behalf in writing. The power of attorney shall specify the name of the agent, the matters to be delegated, the scope of authorization, and the period of validity, and shall be signed or sealed by the principal. The entrusted director shall exercise the director's rights within the scope of authorization. If a director does not attend a board meeting and does not entrust a representative to attend, it shall be deemed as waiving their voting rights for that meeting. | Article 102 Shareholders' meetings shall be attended by the shareholder in person; if a shareholder is unable to attend, they may entrust another shareholder to attend on their behalf in writing. The power of attorney shall specify the name of the agent, the matters to be delegated, the scope of authorization, and the period of validity, and shall be signed or sealed by the principal. The entrusted director shall exercise the director's rights within the scope of authorization. If a director does not attend a board meeting and does not entrust a representative to attend, it shall be deemed as waiving their voting rights for that meeting. When a director deliberates on matters submitted for the Board of Directors' decision, they shall fully collect information, cautiously assess whether the matter involves their personal interests, whether it falls within the scope of the Board of Directors' authority, whether the materials are sufficient, and whether the voting procedures are legal, etc. |
| Article 142 | Article 142 The Nomination Committee shall be responsible for formulating the selection standards and procedures for directors and senior management personnel, and for vetting and reviewing candidates for directors and senior management personnel, and shall provide recommendations to the Board of Directors on the following matters: (1) Nominating or removing directors; (2) Appointing or dismissing senior management personnel; (3) Other matters stipulated by laws, administrative regulations, and CSRC regulations. If the Board of Directors does not adopt or fully adopts the recommendations of the Nomination Committee, the opinions of the Nomination Committee and the reasons for not adopting them shall be recorded in the Board of Directors' resolution and disclosed. | Article 142 The Nomination Committee shall be responsible for formulating the selection standards and procedures for directors and senior management personnel, and shall fully consider the composition and professional structure of the Board of Directors when vetting and reviewing candidates for directors and senior management personnel, and shall provide recommendations to the Board of Directors on the following matters: (1) Nominating or removing directors; (2) Appointing or dismissing senior management personnel; (3) Other matters stipulated by laws, administrative regulations, and CSRC regulations. If the Board of Directors does not adopt or fully adopts the recommendations of the Nomination Committee, the opinions of the Nomination Committee and the reasons for not adopting them shall be recorded in the Board of Directors' resolution and disclosed. |
| Article 147 | Article 147 The provisions of this Article regarding the circumstances under which a person is prohibited from serving as a director and the system for managing resignations shall also apply to senior management personnel. The provisions of this Article regarding the duties of loyalty and diligence of directors shall also apply to senior management personnel. | Article 147 The provisions of this Article regarding the circumstances under which a person is prohibited from serving as a director and the system for managing resignations shall also apply to senior management personnel. If a senior management member falls under circumstances that prohibit them from serving as a senior management member during their term of office, they shall immediately cease to perform their duties and resign. If the senior management member does not resign, the Board of Directors shall, upon becoming aware of or reasonably should have become aware of such a fact, immediately terminate their position in accordance with regulations. The provisions of this Article regarding the duties of loyalty and diligence of directors shall also apply to senior management personnel. |
| Note: Other content remains unchanged. |