Shenzhen XGD Inc.
(A joint stock limited company incorporated in the People's Republic of China)
Articles of Association
(Draft)
(Applicable after H-share issuance and listing)
July 2026
Table of Contents
Chapter 1 General Provisions
Chapter 2 Business Objectives and Scope
Chapter 3 Shares
Section 1 Share Issuance
Section 2 Increase, Decrease and Repurchase of Shares
Section 3 Transfer of Shares
Chapter 4 Shareholders and General Meeting
Section 1 Shareholders
Section 2 Controlling Shareholders and Actual Controllers
Section 3 General Provisions for General Meetings
Section 4 Convening of General Meetings
Section 5 Proposals and Notices of General Meetings
Section 6 Holding of General Meetings
Section 7 Voting and Resolutions of General Meetings
Chapter 5 Directors and Board of Directors
Section 1 General Provisions for Directors
Section 2 Board of Directors
Section 3 Independent Directors
Section 4 Special Committees of the Board
Chapter 6 Managers and Other Senior Management
Chapter 7 Financial Accounting System, Profit Distribution and Audit
Section 1 Financial Accounting System
Section 2 Internal Audit
Section 3 Appointment of Accounting Firms
Chapter 8 Notices and Announcements
Section 1 Notices
Section 2 Announcements
Chapter 9 Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation
Section 1 Merger, Division, Capital Increase and Capital Reduction
Section 2 Dissolution and Liquidation
Chapter 11 Amendment of Articles of Association
Chapter 12 Supplementary Provisions
Article 1 These Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law), the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law), the Guidelines for Articles of Association of Listed Companies, the Trial Administrative Measures for Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the Hong Kong Listing Rules) and other relevant regulations, to safeguard the legitimate rights and interests of the company, its shareholders, employees and creditors, and to regulate the organization and conduct of the company.
Article 2 The company is a foreign-invested joint stock limited company established in accordance with the Company Law and other relevant regulations (hereinafter referred to as the company).
The company was established by way of transformation from Shenzhen XGD Technology Co., Ltd. in accordance with the law. The original shareholders of Shenzhen XGD Technology Co., Ltd. are the promoters of the company. The company is registered with the Shenzhen Municipal Administration for Market Regulation and has obtained its business license, with the Unified Social Credit Code: 914403007311028524.
Article 3 With the approval of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) on September 16, 2010, the company made its initial public offering of 16,000,000 RMB-denominated ordinary shares, which were listed on the ChiNext market of the Shenzhen Stock Exchange on October 19, 2010. The shares issued by the company and listed on the Shenzhen Stock Exchange are hereinafter referred to as A shares.
The company, upon filing with the CSRC on [blank] [blank] [blank] and approval by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the Hong Kong Stock Exchange) on [blank] [blank] [blank], made its initial public offering of [blank] overseas-listed foreign shares, which were listed on the Main Board of the Hong Kong Stock Exchange on [blank] [blank] [blank]. The shares issued by the company and listed on the Hong Kong Stock Exchange are hereinafter referred to as H shares.
Article 4 Registered name of the company: 深圳市新国都股份有限公司.
English name of the company: XGD INC.